Clika, Inc., a Delaware corporation ("Clika", "we", or "us"), provides AI model‑compression and inference‑optimization solutions that exclude generative AI outputs. These Terms of Service (the "Terms") govern access to and use of the Services.

By (i) signing an Order Form, or (ii) clicking “I Acknowledge and Agree” on any Clika site or portal, you confirm that you have authority to bind the Client organization (“Client,” “you”) and that Client agrees to be bound by these Terms. If you lack authority or do not agree, do not use any Service.

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1. Definitions

• Affiliate – an entity directly or indirectly controlling, controlled by, or under common control with a party.
• Compressed Model – Clika compressed model binaries.
• Compressed Model Access – the evaluation‑only download license for Clika‑compressed model binaries.
• Compression SaaS – Clika’s hosted service (or marketplace‑listed equivalent) that compresses Client‑supplied ML models.
• Inference Endpoints – hosted API endpoints serving inference on compressed models, whether on Clika infrastructure or a platform such as Hugging Face.
• Container Service – Clika‑supplied container images deployed in Client’s environment or VPC to run compressed models.
• Professional Services – training, integration, or consulting services purchased under an Order Form.
• Services – Compressed Model Access, Compression SaaS, Inference Endpoints, Container Service, Professional Services, beta or trial services, and any other service identified in an Order Form.
• Documentation – user guides, API references, and technical instructions for the Services.
• User – an individual authorised by Client to access a Service.

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2. License Grant & Scope

1. License. Subject to these Terms and timely payment, Clika grants Client a limited, non‑exclusive, non‑transferable, non‑sublicensable right during the subscription term to access and use the Services and Documentation solely for Client’s internal business purposes.
2. No Generative AI. Services are not designed to generate text, image, audio, or video for public distribution. Client will not market or use any Service as a generative‑AI offering.
3. Modifications. Clika may modify the Services provided such changes do not materially degrade core functionality.
4. Third‑Party Platforms. If a Service is delivered through a third‑party platform (e.g., Google Cloud Marketplace, Hugging Face), Client must also comply with the platform’s terms. In a direct conflict, platform terms govern only that portion of the Service.

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3. License Restrictions

Client and its Users shall not: (a) reverse‑engineer, decompile, or disassemble any Service; (b) modify, translate, or create derivative works of the Services or Documentation; (c) resell, lease, or license the Services or Compressed Models to third parties; (d) remove or alter proprietary notices; (e) use the Services for timesharing or service‑bureau purposes; (f) interfere with Service integrity or performance; (g) introduce open‑source code into the Services without Clika’s prior written consent; (h) use the Services to develop or benchmark a competing product; (i) publish Service performance evaluations without Clika’s written permission; or (j) attempt to gain unauthorized access to the Services or related systems.

Clika may suspend access for overdue Fees or un‑cured breaches after 30 days’ notice.

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4. Client Responsibilities

1. Maintain confidentiality of User credentials (incl. SSO or SAML tokens) and ensure Users comply with these Terms. Actions of a User are deemed actions of Client.
2. Ensure that any website, application, or technology interfacing with a Service (“Client Service”) follows Documentation and uses commercially reasonable security measures.
3. Fix without delay any Client‑side bug causing abnormal calls or load on a Service.
4. Obtain all rights to data uploaded and ensure such data is collected and used lawfully and complies with export laws.
5. Pay all fees associated with Client’s own cloud accounts used with the Services.

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5. Professional, Beta & Trial Services

1. Clika will perform Professional Services in a professional manner consistent with industry standards; milestones may be defined in the Order Form.
2. Beta or free‑trial Services are provided “AS IS” with no warranties, SLAs, or indemnities, and may be discontinued at any time.

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6. Fees, Payment, Taxes

1. Fees are stated in an Order Form and are due Net 30 from invoice. Unpaid amounts accrue late interest at 3% per month or the highest rate allowed by law.
2. Fees exclude taxes. Client is responsible for all taxes except those on Clika’s net income.
3. Subscriptions renew automatically for successive terms equal to the Initial Term unless either party gives 30‑day prior written notice.

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7. Terms & Termination

1. These Terms continue until all subscriptions have expired or been terminated.
2. Either party may terminate a subscription or Professional Services for material breach that remains uncured 30 days after written notice.
3. Clika may terminate immediately if Client (a) fails to pay undisputed Fees within the period specified in the Order Form; (b) becomes insolvent or files for bankruptcy; or (c) engages in unlawful or fraudulent conduct.
4. Upon termination, licenses cease, and Client must stop using the Services. Sections intended to survive (including Fees owed, IP ownership, confidentiality, indemnities, limitations, and governing law) shall survive.

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8. Warranties & Disclaimers

1. Mutual. Each party warrants it has full power and authority to enter into the Agreement.
2. Clika Service Warranty. Clika warrants that paid Services will be performed in a professional, workmanlike manner consistent with industry standards. Client must notify Clika of any breach within 30 days; Clika’s sole obligation is to re‑perform the non‑conforming Service.
3. Client Warranty. Client warrants that (i) Order Form information is accurate, and (ii) uploaded data is lawfully collected and non‑infringing.
4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES (INCLUDING COMPRESSED MODELS) ARE PROVIDED “AS IS,” AND CLIKA DISCLAIMS ALL IMPLIED WARRANTIES (MERCHANTABILITY, FITNESS, TITLE, NON‑INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT). Clika does not warrant uninterrupted or error‑free operation.

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9. Indemnification

1. Client Indemnity. Client will defend and indemnify Clika and its affiliates against third‑party claims arising from (a) Client’s breach of these Terms, (b) unauthorized use of data via the Services, or (c) allegation that data uploaded by Client infringes third‑party IP rights.
2. Clika Indemnity. Clika will defend and indemnify Client against third‑party claims that the paid Services, as provided, infringe a U.S. patent, copyright, or trademark, except claims based on (i) Client specifications, (ii) unauthorized modifications, or (iii) use with non‑Clika products. If an injunction issues, Clika may procure a licence, replace, modify, or refund unused prepaid Fees.
3. The indemnified party must give prompt notice, reasonable assistance, and sole control of defense to the indemnifying party. Neither party may settle admitting fault of the other without consent.

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10. Limitation of Liability

1. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY.
2. IN NO EVENT WILL CLIKA’S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY CLIENT TO CLIKA IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR, IF FEWER THAN 12 MONTHS HAVE ELAPSED, 12 TIMES THE AVERAGE MONTHLY FEES PAID.

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11. Confidentiality

.We each may share information which would reasonably be considered confidential “Confidential Information” Confidential Information does not include information that (i) is already public, or made public, without a breach of these Terms; (ii) information received from a third-party who had no obligation to keep that information private; (iii) information that the owner authorized to be released in writing; or (iv) information that was independently developed without using or referencing the other party’s Confidential Information. Whomever receives Confidential Information must keep it confidential and use reasonable precautions to prevent it from being released. The Confidential Information may be released if it is legally required, but the party releasing it must give the other party notice beforehand, if legally allowed. Each party’s confidentiality obligations will survive for the longer of three (3) years after termination, unless it is a trade secret, in which case it must remain confidential for as long as it is a trade secret.

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12. Notices

Unless otherwise agreed, notices to Clika must be emailed to business@clika.io and notices to Client to the email address on the Order Form. Notices are deemed given on the next business day after sending.

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13. Force Majeure

Clika is not liable for delays or failures caused by events beyond reasonable control (e.g., Internet failures, acts of God, government actions). Performance times are extended for the duration of the force‑majeure event

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14. Acceptable Use & Content Standards

Client and Users shall use the Services only for lawful purposes and in accordance with the following standards (the “Acceptable Use Policy”):

1. No Sensitive Personal Data. Do not upload financial, medical, or government‑issued identifiers (e.g., SSNs, passport numbers)
2. Prohibited Content. You will not store, send, or publish content that is: (a) defamatory, inflammatory, obscene, or indecent; (b) hateful, harassing, bullying, or threatening; (c) sexually exploitative or pornographic; (d) violent or extremely graphic; (e) misleading or deceptive disinformation; or (f) infringing or otherwise unlawful.
3. Security & Abuse. You will not introduce malware, probe or test vulnerabilities, or attempt to circumvent security or rate limits.
4. Export & Sanctions Compliance. Client will not use the Services in violation of U.S. export‑control or sanctions laws and will not provide access to sanctioned entities or jurisdictions.
5. Age Requirement. All Users must be at least 18 years old (or the age of digital consent in their jurisdiction). If Users are younger, a parent/guardian or authorized supervisor must accept responsibility.

Breach of this policy constitutes a material breach and may result in immediate suspension or termination.

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15. Copyright (DMCA) Policy

Clika respects intellectual‑property rights and responds to valid Digital Millennium Copyright Act (“DMCA”) notices. If you believe material accessible via a Service infringes your copyright, send a notice containing the elements required by 17 U.S.C. § 512(c)(3) to business@clika.io. Clika may remove or disable access to allegedly infringing material and terminate repeat infringers.

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16. Security Program & Monitoring

Clika maintains an industry‑standard security program designed to protect the confidentiality, integrity, and availability of Customer Data and may monitor usage to ensure compliance, improve quality, and detect security incidents.

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17. Output & Model Disclaimer

Due to the probabilistic nature of machine‑learning outputs, results (including inference results or compressed‑model performance) may be non‑unique, inaccurate, or infringing. Clika makes no representation that outputs (a) are original, (b) will not infringe third‑party rights, or (c) are error‑free. Use outputs at your own risk.

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18. Arbitration & Class‑Action Waiver

Except for claims for injunctive relief or intellectual‑property disputes, any controversy arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Both parties waive the right to a jury trial and to participate in class actions.

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19. Governing Law & Dispute Resolution

The Agreement is governed by California law (excluding choice‑of‑law rules). The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California. Law & Dispute Resolution The Agreement is governed by California law (excluding choice‑of‑law rules). The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the County of San Francisco.

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20. Miscellaneous

• Entire Agreement. These Terms and any Order Form constitute the entire agreement, superseding all prior agreements.
• Amendment. May be modified only in a writing signed by both parties.
• Assignment. Neither party may assign without the other’s written consent, except to a successor acquiring substantially all assets.
• Severability. If a provision is unenforceable, the remainder stays in force.
• Independent Contractors. The parties are independent contractors; no partnership or agency is created.

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EXHIBIT A – SERVICE‑SPECIFIC TERMS

(Prevail over conflict with General Terms for the applicable Service.)

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A‑1 Compressed Model Access

1. Evaluation-Only License & Term

Clika grants Client a revocable, non-exclusive, non-transferable license to download and run each Compressed Model solely for internal testing, benchmarking, and feasibility studies. Production or commercial deployment—including pilots with external users—requires a separate written addendum or upgrade to an Inference Endpoints or Container Service subscription.

1. Prohibited Uses
   1. No resale, sublicensing, or timesharing of Compressed Models. Client shall not sell, sublicense, rent, lease, lend, distribute, or otherwise make any Clika-compressed model—or derivative thereof—available to a third party, whether on a stand-alone basis or bundled within any product or service, without Clika’s prior written consent. Any attempt to do so is void and constitutes a material breach of these Terms.
   2. No reverse-engineering, weight extraction, or attempt to reconstruct the original uncompressed model.
   3. No fine-tuning or derivative-model creation intended for distribution outside Client’s organization.
   4. No use of the Compressed Models to train or generate disallowed content under the Acceptable Use Policy.
2. Underlying Model License Compliance

Client must independently verify and comply with the license terms that govern the base model. If the base license restricts commercial use, redistribution, or modification, those restrictions continue to apply to the Compressed Model.

1. Telemetry & Verification

To enforce evaluation limits, the Compressed Model may log: (i) hash of the model binary, (ii) device type/GPU ID, and (iii) aggregate inference counts. Logs exclude input data and are transmitted to Clika’s metering endpoint once per day or when Internet connectivity is restored.

1. Security & Export Controls

Client will store the Compressed Model in an access-controlled environment and will not export or provide access to any embargoed jurisdiction or sanctioned party.

1. Expiration & Return

At the earlier of (a) thirty (30) days after download or (b) termination of the evaluation license, Client must delete all copies of the Compressed Model and certify deletion in writing upon Clika’s request.

1. Warranty Disclaimer

Compressed Models are provided “AS IS” without support, SLAs, or warranties, consistent with Section 8 of the General Terms.

All other Sections of the General Terms (including Fees, Warranties, Limitations of Liability, Indemnities, and Governing Law) apply in full to Clika’s Compressed Model Access.

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