1. Grant of License

Licensor hereby grants to Licensee a nonexclusive, nontransferable, revocable license to install, access, and use the Licensed Software ("Model HQ") for the duration of the term of the license and solely for Licensee’s own purposes and subject to the terms and conditions of this Agreement. Any free trial versions of Model HQ will be subject to the same terms and conditions herein. Ownership of the Licensed Software and all associated intellectual property rights shall remain with Licensor.

2. License Restrictions

Licensee agrees not to:

• Copy, distribute, sublicense, or transfer the Licensed Software to any third party.
• Reverse engineer, decompile, disassemble, modify, or create derivative works based on the Licensed Software.
• Publish, share, or disclose any performance metrics or evaluation results related to the Licensed Software without prior written consent from Licensor.
• Remove or alter any proprietary notices, labels, or marks on the Licensed Software.

3. Installation and Use

The Licensed Software is provided in downloadable form. Licensee may install and use the Licensed Software only on devices owned or controlled by Licensee. Any unauthorized use of the Licensed Software is strictly prohibited. Licensee agrees to be bound by Licensor’s Terms of Service, Acceptable Use Policy and Privacy Policy as set forth on Licensor’s website when using this Licensed Software.

4. Limited Warranty and Disclaimer

AI MODELS MAKE MISTAKES AND PERFORMANCE OF MODEL HQ IS HIGHLY DEPENDENT ON LICENSEE’S DEVICE AND USAGE. THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTEE THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

5. Limitation of Liability

To the fullest extent permitted by applicable law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising out of or related to the use or inability to use the Licensed Software, even if Licensor has been advised of the possibility of such damages. The maximum amount of any damages payable by Licensor shall be limited to the payment amount received by the Licensor in connection with the purchase of such Licensed Software.

6. Termination

This Agreement and the license granted herein are effective until terminated. Licensor may terminate this Agreement immediately if Licensee breaches any of its terms. Upon termination, Licensee must cease all use of the Licensed Software and delete all copies from its systems.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state in which Licensor is headquartered, without regard to its conflict of laws principles.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral.

By downloading or using the Licensed Software, Licensee acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement.