Highwind AI Solutions License Agreement
Effective Date: 19 March 2025
This Highwind AI Solutions License Agreement ("Agreement") is a legally binding contract between you ("Licensee," "you," or "your"), whether personally or on behalf of an entity, and Highwind, Inc. ("Highwind," "we," "us," or "our"). It governs the use of AI models, APIs, and related solutions (collectively, "AI Solutions") made available on the Highwind AI Marketplace ("Marketplace"). By purchasing or accessing any AI Solutions, you agree to be bound by this Agreement.
If you do not agree to all terms in this Agreement, you may not use or access the AI Solutions.
1. DEFINITIONS
1.1 AI Solutions
means any models, data, APIs, AI generated output, code, documentation, or related services offered by third-party sellers ("Providers") on the Marketplace, including any accompanying data or resources.
1.2 Licensee
("you") refers to the individual or legal entity acquiring a license to the AI Solutions.
1.3 Highwind Terms of Use
means the primary platform agreement located at
https://www.highwind.ai/terms,
which governs general usage of the Marketplace.
1.4 Acceptable Use Policy (AUP)
means the policy located at
https://www.highwind.ai/aup
that outlines prohibited conduct and usage restrictions.
1.5 Provider
refers to any third-party seller who lists AI Solutions on the Marketplace.
1.6 Documentation
means any user manuals, technical manuals, or other materials describing installation, operation, and technical specifications of the AI Solutions.
1.7 Confidential Information
includes any non-public information disclosed under this Agreement that is designated as confidential or would reasonably be understood to be confidential.
2. LICENSE GRANT AND RESTRICTIONS
2.1 License Grant
Subject to your compliance with this Agreement, the Highwind Terms of Use, and payment of applicable fees, Highwind grants you a limited, non-exclusive, non-transferable, revocable license to:
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Incorporate, enhance, and commercially use the AI Solutions as part of your broader products or services, provided you add material functionality or value beyond merely repackaging the AI Solutions.
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Use and reproduce any associated Documentation for internal reference, consistent with the usage rights granted.
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Modify or adapt the AI Solutions as needed to create integrated offerings, subject to Section 2.2 below.
2.2 Permitted and Prohibited Uses
1. Permitted Uses:
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You may incorporate AI Solutions into commercial products or services, resell them within a substantially enhanced or integrated offering, or build derivative solutions for listing on Highwind.
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You may enhance AI Solutions by integrating them with additional features, custom services, or other value-added components to create a new, materially different offering.
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You may embed AI Solutions into your SaaS or platform to provide features (e.g., spam filtering, document parsing) for your end users.
2. Prohibited Uses:
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Repackaging As-Is: You shall not resell or distribute the AI Solutions "as is" or with only trivial modifications.
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Unauthorized Modifications: Directly altering or modifying the core functionality of the AI Solution, with the intent to replicate the original solution.
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Pure Resale: You shall not offer the AI Solutions alone as a standalone product without significant added functionality.
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No Reverse Engineering: You shall not reverse engineer, decompile, or otherwise extract source code.
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No Removal of Notices: You shall not remove or alter any proprietary notices.
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No Violations: You shall not use the AI Solutions to produce content in violation of the Acceptable Use Policy or applicable law.
2.3 Open-Source and Third-Party Components
If an AI Solution depends on underlying third-party large language model (LLM) APIs or other external services, you agree to comply with any additional provider terms. Highwind is not liable for downtime, changes, or performance issues arising from such dependencies.
Some AI Solutions may incorporate open-source libraries, third-party software, or external services (collectively, "Third-Party Components"). These Third-Party Components are governed by their own license terms, which may be provided alongside or referenced within the AI Solutions. Where a Third-Party Component's terms conflict with this Agreement, the third-party terms will control, but only for that specific component.
If an AI Solution relies on third-party APIs or services, such as large language models (LLMs) or cloud-based AI providers, you acknowledge that:
- You must comply with any additional terms imposed by those third-party providers.
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Highwind and the AI Solution Provider are not responsible for downtime, performance issues, pricing changes, or service limitations imposed by these external providers.
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Your continued use of the AI Solution may be impacted if a third-party provider discontinues or modifies its service, and Highwind bears no liability for such disruptions.
You are responsible for reviewing and complying with any third-party licenses that apply to the AI Solutions you use. Nothing in this Agreement overrides or amends your obligations under such third-party terms.
3. DATA USAGE AND AI OUTPUT
3.1 Licensee Data
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You retain all rights to data you input into the AI Solutions ("Licensee Data").
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By submitting Licensee Data, you grant Highwind and/or the Provider a limited license to process such data solely to provide the AI Solutions.
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You represent that you have the necessary rights and consents to provide Licensee Data and that such use does not violate any laws or third-party rights.
3.2 AI-Generated Output
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AI Solutions may generate text, images, or other media (collectively, "AI Output").
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While Providers may strive for accuracy and reliability, you acknowledge that AI Output can be inaccurate, offensive, or otherwise unexpected.
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You bear sole responsibility for evaluating and verifying the accuracy, completeness, and suitability of any AI output before relying on or publishing it.
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Unless expressly agreed otherwise, no ownership rights in AI Output are claimed by Highwind or the Provider; however, you must ensure compliance with any usage restrictions stated in this Agreement or the Acceptable Use Policy.
3.3 Usage Analytics
Highwind or Providers may collect de-identified performance metrics and usage analytics to improve the AI Solutions. Such data does not include confidential or personally identifiable information unless otherwise agreed.
4. FEES, TERM, AND TERMINATION
4.1 Fees
-
You agree to pay all fees associated with licensing the AI Solutions, as set forth at the time of purchase or subscription.
- Fees are non-refundable unless otherwise stated in the Payment and Refund Policy.
- Failure to remit timely payment may result in suspension or termination of your license.
4.2 Term and Renewal
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The license remains effective for the duration specified during purchase (e.g., monthly or annual subscription), unless terminated as provided below.
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Automatic renewal may apply if stated at checkout. You can disable auto-renewal via your account settings or by contacting support.
4.3 Termination
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By You: You may terminate this Agreement by ceasing all use of the AI Solutions and deleting all copies.
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By Highwind: Highwind may terminate or suspend your license immediately if you violate this Agreement, the Highwind Terms of Use, the Acceptable Use Policy, or fail to pay fees.
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Effect of Termination: Upon termination, all usage rights granted to you immediately cease, and you must delete or destroy any AI Solutions and Documentation in your possession. No termination shall relieve you of your obligation to pay accrued fees.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership
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Provider's Original Work: Providers retain all right, title, and interest in their AI Solutions, including any updates or derivative works they themselves create. Nothing in this Agreement transfers ownership of a Provider's underlying code, models, or data.
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Licensee's Enhancements: If you create modifications or enhancements that add material functionality or new code, you retain ownership of those original contributions. However, you do not acquire ownership of any preexisting components of the AI Solutions.
5.2 No Implied Rights
Except for the limited license granted herein, no other intellectual property rights are granted, either expressly or by implication.
6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
6.1 Licensee Representations
You represent that:
- You have the authority to enter this Agreement.
- Your use of the AI Solutions will comply with all applicable laws and regulations.
6.2 Disclaimer
To the fullest extent permitted by law, the AI solutions and documentation are provided "as is" and "as available," without warranty of any kind. Highwind and providers disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Neither Highwind nor providers guarantee that the AI solutions will be error-free or uninterrupted.
7. LIMITATION OF LIABILITY
7.1 Exclusion of damages
In no event shall Highwind or its providers be liable for indirect, incidental, special, exemplary, or consequential damages, including loss of profits or revenues, business interruption, or loss of data, even if advised of the possibility of such damages.
7.2 Liability cap
Highwind's or providers' aggregate liability for any claim relating to the AI solutions shall not exceed the total fees paid by you to Highwind for such solutions in the six (6) months preceding the claim.
8. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Highwind, its affiliates, and its Providers from any third-party claims, damages, or expenses (including reasonable attorneys' fees) arising from your or your end users' (a) misuse of the AI Solutions, (b) violation of this Agreement or the Highwind Terms of Use, (c) infringement of any intellectual property rights, or (d) violation of law.
9. CONFIDENTIALITY
Any Confidential Information shared between the parties shall be protected using commercially reasonable measures. You must not disclose Highwind's or any Provider's Confidential Information without prior written consent, except as required by law.
10. DISPUTE RESOLUTION
Any disputes arising under this Agreement shall be handled in accordance with the dispute resolution mechanisms outlined in the Highwind Terms of Use. You agree to binding arbitration and waive the right to a jury trial or class action to the extent permitted by law.
11. MISCELLANEOUS
11.1 Entire Agreement
This Agreement, together with the Highwind Terms of Use and Acceptable Use Policy, constitutes the entire understanding regarding the AI Solutions.
11.2 Severability
If any provision is found unenforceable, the remaining provisions remain in full force and effect.
11.3 No Waiver
Failure to enforce any provision is not a waiver of future enforcement.
11.4 Assignment
You may not assign or transfer your rights under this Agreement without Highwind's prior written consent.
11.5 Contact
If you have questions about this Agreement, contact Highwind at
support@highwind.ai.
By purchasing or using AI Solutions through Highwind, you confirm that you have read, understood, and agree to be bound by this AI Solutions License Agreement.