1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and World Council for AI PTE. LTD. ("WCAI", "we", "us", or "our"), a company registered in Singapore (UEN 202412852R).
By accessing or using our AI products, services, APIs, website, or any related offerings (collectively, the "Services"), you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy.
Important
If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
2. Description of Services
WCAI provides artificial intelligence products and services for enterprise customers, including but not limited to:
- AI-powered analytics and insights platforms
- Machine learning model development and deployment
- AI integration and consulting services
- API access to AI capabilities
- Custom AI solution development
Specific service details, scope, and pricing are set forth in your Order Form or Statement of Work, which are incorporated into these Terms by reference.
3. Intellectual Property Rights
3.1 Our Technology
WCAI retains all rights, title, and interest in and to our Services, including all software, algorithms, AI models, documentation, trademarks, and other intellectual property ("WCAI IP"). These Terms do not grant you any ownership rights in WCAI IP.
3.2 Your Data
You retain all rights to data, content, and materials you provide to us ("Customer Data"). You grant us a limited license to use Customer Data solely to provide, maintain, and improve the Services as described in these Terms and our Privacy Policy.
3.3 AI Outputs
As between you and WCAI, you own the outputs generated by our AI Services based on your inputs ("Outputs"), subject to the following:
- Outputs may be similar to outputs generated for other customers
- We do not guarantee that Outputs are unique or non-infringing
- You are responsible for reviewing and verifying Outputs before use
- We may use anonymized or aggregated Outputs to improve our Services
3.4 Feedback
If you provide feedback, suggestions, or ideas about our Services, we may use them without restriction or compensation to you.
3.5 Restrictions
You shall not: (a) reverse engineer, decompile, or disassemble our Services; (b) attempt to extract training data, model weights, or algorithms; (c) use our Services to develop competing products; (d) remove proprietary notices; or (e) sublicense our Services except as expressly permitted.
4. Acceptable Use
Your use of the Services is subject to our Acceptable Use Policy, which is incorporated by reference. You agree not to use the Services to:
- Violate any applicable laws or regulations
- Infringe intellectual property or privacy rights
- Generate harmful, illegal, or deceptive content
- Develop autonomous weapons or cause physical harm
- Engage in unauthorized surveillance or mass profiling
- Bypass safety controls or security measures
- Interfere with the operation of our Services
We reserve the right to suspend or terminate access for violations of acceptable use policies.
5. Service Availability
5.1 Availability Commitment
We strive to maintain high availability of our Services. Specific uptime commitments, if any, are set forth in your Service Level Agreement (SLA). Service credits, where applicable, are your sole and exclusive remedy for availability failures.
5.2 Maintenance
We may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without notice when necessary to protect the integrity or security of the Services.
5.3 Modifications
We may modify, update, or discontinue features of the Services from time to time. We will provide reasonable notice of material changes that adversely affect your use.
5.4 Third-Party Dependencies
Our Services may depend on third-party infrastructure, APIs, and services. We are not liable for outages or issues caused by third-party providers beyond our reasonable control.
6. Limitation of Liability
6.1 Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
6.2 AI-Specific Disclaimers
You acknowledge that:
- AI Outputs may be inaccurate, incomplete, or biased
- You must review and verify Outputs before relying on them
- AI Services are not a substitute for professional judgment
- We do not guarantee specific results from our AI Services
6.3 Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WCAI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.
6.4 Liability Cap
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO WCAI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
7. Indemnification
7.1 Your Indemnification
You agree to indemnify and hold WCAI harmless from claims arising from: (a) your use of the Services; (b) your Customer Data; (c) your violation of these Terms or applicable law; or (d) your violation of third-party rights.
7.2 Our Indemnification
We will defend you against third-party claims that our Services infringe their intellectual property rights, provided you notify us promptly and give us control of the defense. Our obligations do not apply to claims arising from your modifications, combination with other products, or use in violation of these Terms.
8. Confidentiality
Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information. "Confidential Information" includes business information, technical data, customer lists, and pricing, but excludes information that is publicly available, independently developed, or rightfully received from third parties.
9. Term and Termination
9.1 Term
These Terms are effective until terminated. Specific service terms and renewal provisions are set forth in your Order Form.
9.2 Termination for Cause
Either party may terminate upon written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days of notice.
9.3 Effect of Termination
Upon termination: (a) your access to the Services will cease; (b) you must pay all outstanding fees; (c) you may request export of your Customer Data within thirty (30) days; (d) we will delete your Customer Data after the export period, except as required by law.
9.4 Survival
Sections concerning intellectual property, limitation of liability, indemnification, confidentiality, and dispute resolution survive termination.
10. Dispute Resolution
10.1 Governing Law
These Terms are governed by the laws of Singapore, without regard to conflict of law principles.
10.2 Informal Resolution
Before initiating formal proceedings, the parties agree to attempt good-faith resolution through escalation to senior management for a period of thirty (30) days.
10.3 Arbitration
Any dispute not resolved informally shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its prevailing rules. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language shall be English.
10.4 Injunctive Relief
Either party may seek injunctive relief in any court of competent jurisdiction for breaches of intellectual property rights or confidentiality obligations.
11. General Provisions
11.1 Entire Agreement
These Terms, together with the Privacy Policy, Acceptable Use Policy, and any Order Forms, constitute the entire agreement between the parties.
11.2 Amendments
We may update these Terms by posting the revised version on our website. Material changes will be notified at least thirty (30) days in advance. Continued use after changes constitutes acceptance.
11.3 Assignment
You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
11.4 Severability
If any provision is found unenforceable, the remaining provisions remain in effect.
11.5 No Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
12. Contact Information
For questions about these Terms:
World Council for AI PTE. LTD.
1 Paya Lebar Link, #04-01
Paya Lebar Quarter, Singapore 408533
UEN: 202412852R
Email: hello@worldcouncil.ai