## 1. Introduction
These Terms and Conditions ("Terms") govern the purchase and use of artificial intelligence algorithms and related services (collectively, the "Services") provided by Spectro AI ("Spectro AI", "we", "us", or "our"). By purchasing, accessing, or using our Services, the customer ("Customer", "you", or "your") agrees to be bound by these Terms.
## 2. Grant of Access
Subject to full payment and compliance with these Terms, Spectro AI grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the purchased AI algorithms for internal business purposes only.
## 3. Ownership and Intellectual Property
All rights, title, and interest in and to the AI algorithms, including all underlying models, software, code, methodologies, configurations, documentation, and improvements, remain the exclusive property of Spectro AI. No ownership rights are transferred to the Customer.
## 4. Restrictions on Use
The Customer shall not, directly or indirectly:
* Copy, reproduce, or modify the AI algorithms, except as expressly permitted in writing by Spectro AI.
* Distribute, resell, lease, license, sublicense, or otherwise make the AI algorithms available to any third party.
* Reverse engineer, decompile, disassemble, or attempt to derive the source code, models, training methods, or underlying structure of the AI algorithms.
* Use the AI algorithms to create, train, develop, or assist in the creation of competing products or services.
* Remove or alter any proprietary notices, copyright notices, trademarks, or labels.
## 5. Access Rights
The Customer is granted access to the functionality of the AI algorithms, which may be delivered via API, software platform, application, or another controlled interface. Access credentials are confidential and must not be shared with unauthorized persons.
The Customer is responsible for all activity performed through its accounts and credentials.
## 6. Usage Limits
Spectro AI reserves the right to define and enforce usage limits, including but not limited to API calls, processing volume, data volume, number of devices, cameras, users, or computational resources, as specified in the applicable agreement, quotation, order, or pricing plan.
## 7. Fees and Payment
All fees are specified in the applicable quotation, order, subscription, or other agreement. Payments are non-refundable unless otherwise agreed in writing.
Failure to make payment when due may result in suspension or termination of access to the Services.
## 8. Confidentiality
The Customer agrees to maintain the confidentiality of all non-public information provided by Spectro AI, including technical, commercial, business, pricing, operational, and product information.
The Customer shall not disclose such information to third parties except where required by law or expressly authorized in writing by Spectro AI.
## 9. Data Usage
Unless otherwise agreed in writing, Spectro AI may process Customer input data solely to provide, maintain, support, secure, and improve the Services.
Spectro AI does not claim ownership of Customer data. Spectro AI may use anonymized and aggregated information that does not identify the Customer or individual persons for analytics, performance evaluation, development, and improvement of its Services.
## 10. AI Algorithm Performance and Limitations
The Customer acknowledges that artificial intelligence, computer vision, machine-learning algorithms, and automated detection systems are probabilistic technologies and cannot be guaranteed to produce accurate or complete results in every circumstance.
Outputs generated by the Services may contain **false positives, false negatives, incorrect classifications, missed detections, inaccurate detections, or other errors**.
Performance may be affected by circumstances including, but not limited to:
* Lighting levels and changes in lighting.
* Shadows, reflections, glare, darkness, or overexposure.
* Weather and environmental conditions.
* Camera quality, resolution, frame rate, focus, compression, or image quality.
* Camera position, mounting height, viewing angle, field of view, or orientation.
* Distance between the camera and the object or person being detected.
* The physical size or apparent image size of an object or person.
* Partial or complete obstruction or occlusion.
* Movement speed and direction.
* Background conditions and visual complexity.
* Changes to the physical environment after installation or configuration.
* Objects, situations, persons, or conditions that differ from those used to develop, train, validate, test, or configure the applicable algorithm.
* Hardware, network, connectivity, third-party software, or system limitations.
The Customer acknowledges that detection performance may therefore vary between locations, cameras, installations, environments, and operating conditions.
No detection rate, accuracy level, recognition rate, or other performance metric shall be considered guaranteed unless Spectro AI has expressly provided such guarantee in a separate written agreement signed by an authorized representative of Spectro AI.
## 11. No Reliance as Proof or Evidence
Outputs, alerts, detections, classifications, recordings, metadata, reports, notifications, scores, or other information generated or assisted by the Services ("AI Outputs") are intended to function as **decision-support and informational tools only**.
AI Outputs must not be regarded as conclusive proof that an event, action, object, person, condition, violation, or incident did or did not occur.
The Customer is responsible for independently reviewing, verifying, and assessing AI Outputs before taking action based upon them.
The Services are not designed or warranted to serve as the sole basis for:
* Establishing guilt, liability, fault, misconduct, or responsibility.
* Disciplinary or employment decisions.
* Legal or regulatory determinations.
* Security or safety conclusions requiring independent verification.
* Identification of a person without appropriate independent verification.
* Determining conclusively that an event or incident occurred or did not occur.
* Evidence in judicial, administrative, arbitration, law-enforcement, insurance, employment, or other proceedings.
If the Customer elects to use, submit, disclose, present, or rely upon AI Outputs as evidence or in connection with any investigation, dispute, claim, proceeding, or decision, the Customer does so at its own responsibility and must independently determine whether such use is appropriate, lawful, reliable, and admissible.
To the maximum extent permitted by applicable law, Spectro AI shall not be responsible or liable for any claim, loss, damage, decision, action, proceeding, penalty, disciplinary measure, or other consequence resulting from reliance upon an AI Output as proof or evidence, including consequences arising from false positives, false negatives, incorrect classifications, or missed detections.
Nothing in the Services constitutes a representation by Spectro AI regarding the legal admissibility, evidentiary weight, authenticity, accuracy, or sufficiency of any AI Output.
## 12. Customer Responsibility and Human Verification
The Customer remains responsible for determining whether the Services are suitable for its intended use and operating environment.
Where an AI Output may result in a material decision affecting a person, property, safety, security, employment, legal rights, financial interests, or other significant interests, the Customer shall use appropriate human review and independent verification before making such a decision.
The Customer is responsible for the appropriate installation, configuration, positioning, calibration, maintenance, testing, and operation of cameras, sensors, hardware, networks, and other systems used in connection with the Services.
The Customer shall promptly notify Spectro AI if it becomes aware of material circumstances that may adversely affect the performance of the Services.
## 13. Term and Termination
These Terms remain in effect for the duration of the Customer's use of the Services.
Spectro AI may suspend or terminate access immediately if the Customer breaches these Terms, fails to make payments when due, compromises the security or integrity of the Services, or uses the Services in an unlawful manner.
Upon termination, the Customer's rights to access and use the Services shall cease unless otherwise agreed in writing.
## 14. Disclaimer of Warranties
To the maximum extent permitted by applicable law, the Services and all AI Outputs are provided **"as is" and "as available."**
Spectro AI makes no warranty that the Services will be uninterrupted, error-free, completely accurate, or capable of detecting every event, object, person, activity, condition, or circumstance.
Spectro AI expressly disclaims all warranties, representations, or guarantees, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, accuracy, reliability, availability, and non-infringement, to the extent such warranties may lawfully be excluded.
The Customer acknowledges that no artificial intelligence or automated detection system can provide perfect or error-free detection under all operating conditions.
## 15. Limitation of Liability
To the maximum extent permitted by applicable law, Spectro AI shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profit, revenue, business, reputation, data, opportunity, or anticipated savings, arising from or relating to the Services.
Without limitation, Spectro AI shall not be liable for damages arising from:
* False positive detections.
* False negative detections.
* Missed events or detections.
* Incorrect identification or classification.
* Customer reliance on an AI Output without appropriate independent verification.
* Use of an AI Output as evidence or purported proof.
* Decisions or actions taken by the Customer or a third party on the basis of an AI Output.
* Improper camera positioning, installation, configuration, maintenance, environmental conditions, or third-party equipment.
* Interruptions, connectivity failures, hardware failures, or third-party systems outside Spectro AI's reasonable control.
To the maximum extent permitted by applicable law, Spectro AI's aggregate liability arising out of or relating to the Services shall not exceed the total amount paid by the Customer to Spectro AI for the applicable Services during the twelve (12) months immediately preceding the event giving rise to the claim.
## 16. Indemnification
To the extent permitted by applicable law, the Customer agrees to indemnify and hold harmless Spectro AI, its affiliates, directors, officers, employees, and representatives from claims, damages, losses, liabilities, and reasonable costs arising from:
* The Customer's misuse or unauthorized use of the Services.
* The Customer's violation of these Terms or applicable law.
* Decisions or actions taken by the Customer or third parties based upon AI Outputs without appropriate verification.
* The Customer's presentation, submission, disclosure, or reliance upon AI Outputs as evidence, proof, or the basis of a claim or allegation.
## 17. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict-of-law principles.
## 18. Amendments
Spectro AI reserves the right to modify these Terms from time to time. Where required by applicable law or contract, Spectro AI will provide appropriate notice of material modifications.
Continued use of the Services following the effective date of updated Terms constitutes acceptance of those Terms to the extent permitted by applicable law.
## 19. Entire Agreement
These Terms, together with any applicable quotation, order form, subscription agreement, service agreement, data processing agreement, or other written agreement expressly incorporated by reference, constitute the agreement between the parties regarding the subject matter covered herein and supersede prior representations or agreements relating to that subject matter.
In the event of a conflict between these Terms and a separately executed written agreement between Spectro AI and the Customer, the terms of the separately executed written agreement shall prevail to the extent of that conflict.