dataerai-sdk 0.1.0__tar.gz

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+ DATAERAI PROPRIETARY SOFTWARE LICENSE AGREEMENT
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+
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+ Version 1.2
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+
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+ Copyright (c) 2026 Dataerai, Inc. All Rights Reserved.
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+
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+ ================================================================================
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+ NOTICE: THE SOFTWARE IS PROPRIETARY AND CONFIDENTIAL. NO RIGHTS ARE GRANTED
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+ EXCEPT AS EXPRESSLY AND NARROWLY SET FORTH BELOW. ALL RIGHTS NOT EXPRESSLY
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+ GRANTED ARE RESERVED BY DATAERAI, INC. THIS AGREEMENT APPLIES EQUALLY TO USE
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+ BY HUMANS AND BY ARTIFICIAL INTELLIGENCE AGENTS (SEE SECTION 4). IF YOU DO NOT
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+ AGREE TO EVERY TERM OF THIS AGREEMENT, YOU HAVE NO LICENSE AND MUST NOT ACCESS,
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+ INSTALL, COPY, OR USE THE SOFTWARE IN ANY MANNER.
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+ ================================================================================
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+
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+ This Dataerai Proprietary Software License Agreement (this "Agreement") is a
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+ binding legal agreement between Dataerai, Inc., a corporation organized under
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+ the laws of the Commonwealth of Pennsylvania ("Licensor"), and the single
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+ identified individual or legal entity that has been expressly authorized in
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+ writing by Licensor to receive the Software ("Licensee"). By accessing,
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+ installing, copying, or using the Software, or by clicking to accept, Licensee
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+ agrees to be bound by this Agreement.
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+
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+ --------------------------------------------------------------------------------
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+ 1. DEFINITIONS
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+ --------------------------------------------------------------------------------
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+
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+ 1.1 "Software" means the Dataerai software package, in any and all forms,
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+ including without limitation source code, object code, byte code, binaries,
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+ scripts, schemas, configuration, models, weights, prompts, embeddings,
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+ graph taxonomies, registries, metadata, libraries, application programming
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+ interfaces, command-line tooling, and any associated materials, together
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+ with all updates, upgrades, patches, modifications, enhancements, and
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+ Documentation, whether delivered now or in the future.
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+
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+ 1.2 "Documentation" means any technical or user materials, in any medium,
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+ provided or made available by Licensor relating to the Software.
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+
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+ 1.3 "Authorized Purpose" means solely the internal, non-production evaluation
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+ of the Software by Licensee, on systems owned and controlled by Licensee,
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+ strictly within the scope, seat count, term, and field of use expressly
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+ stated in a written authorization signed by an officer of Licensor. Absent
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+ such a written authorization, the Authorized Purpose is null and no use is
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+ permitted.
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+
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+ 1.4 "Confidential Information" means the Software and any non-public information
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+ disclosed by Licensor, whether or not marked confidential. The Software is
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+ deemed Confidential Information in its entirety.
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+
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+ --------------------------------------------------------------------------------
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+ 2. GRANT OF LICENSE
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+ --------------------------------------------------------------------------------
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+
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+ 2.1 Subject to Licensee's strict and continuous compliance with every term of
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+ this Agreement, Licensor grants to Licensee a personal, non-exclusive,
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+ non-transferable, non-sublicensable, non-assignable, revocable, royalty-
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+ bearing-or-evaluation-only, and fully revocable license to use the Software
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+ solely for the Authorized Purpose and solely during the Term.
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+
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+ 2.2 The license granted in Section 2.1 is the entirety of the rights granted.
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+ It conveys no right to copy (except a single archival copy as required for
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+ backup, retaining all notices), no right to modify, no right to create
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+ derivative works, no right to distribute, no right to sublicense, no right
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+ to display or perform publicly, and no right to use in production, in a
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+ service bureau, or on behalf of any third party.
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+
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+ 2.3 No license, immunity, or other right is granted by implication, estoppel,
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+ exhaustion, or otherwise. No patent, trademark, or other intellectual
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+ property right is licensed except the limited use right in Section 2.1.
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+
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+ --------------------------------------------------------------------------------
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+ 3. RESTRICTIONS
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+ --------------------------------------------------------------------------------
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+
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+ Licensee shall not, and shall not permit, enable, or assist any third party or
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+ AI Agent (as defined in Section 4) to:
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+
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+ 3.1 copy, reproduce, republish, upload, post, transmit, or otherwise duplicate
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+ the Software except for the single archival copy permitted in Section 2.2;
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+
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+ 3.2 modify, adapt, translate, port, fork, or create derivative works of the
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+ Software, in whole or in part;
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+
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+ 3.3 sell, resell, rent, lease, lend, distribute, transfer, disclose, host,
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+ sublicense, time-share, or otherwise make the Software available to any
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+ third party, whether for value or not;
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+
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+ 3.4 reverse engineer, decompile, disassemble, decrypt, extract, or otherwise
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+ attempt to derive or reconstruct the source code, architecture, algorithms,
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+ model weights, training data, graph taxonomies, or trade secrets embodied
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+ in the Software, except, and only to the minimum extent, that this
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+ prohibition is unenforceable under applicable law and only after written
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+ notice to Licensor;
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+
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+ 3.5 use the Software to develop, train, benchmark, or improve any competing,
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+ similar, or alternative product, model, or service;
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+
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+ 3.6 conduct, publish, or disclose any benchmark, performance, security, or
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+ comparative test or analysis of the Software without Licensor's prior
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+ written consent;
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+
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+ 3.7 remove, alter, obscure, or fail to reproduce any copyright, proprietary,
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+ confidentiality, or other notice contained in or on the Software;
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+
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+ 3.8 circumvent, disable, or interfere with any license-key, telemetry, usage-
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+ metering, digital-rights-management, or access-control mechanism;
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+
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+ 3.9 use the Software in excess of the authorized seat count, scope, field of
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+ use, or Term, or for any purpose other than the Authorized Purpose; or
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+
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+ 3.10 use the Software in violation of any applicable law, regulation, or third-
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+ party right, including export control and sanctions laws.
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+
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+ --------------------------------------------------------------------------------
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+ 4. ARTIFICIAL INTELLIGENCE, AGENTS, AND AUTOMATED USE
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+ --------------------------------------------------------------------------------
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+
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+ 4.1 Definition. "AI Agent" means any artificial intelligence or machine-
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+ learning system, model, or software — including any autonomous or semi-
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+ autonomous agent, large language model, multi-agent system, robotic process
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+ automation, bot, crawler, scraper, copilot, or other automated process —
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+ that accesses, operates, invokes, queries, or acts upon the Software,
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+ whether or not under direct human supervision, and whether operating on
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+ Licensee's behalf, on Licensee's systems, or using Licensee's credentials,
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+ tokens, API keys, or sessions.
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+
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+ 4.2 Agents Bound by this Agreement. This Agreement applies in full to any access
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+ to or use of the Software by, through, or on behalf of an AI Agent. Every
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+ restriction, obligation, and prohibition that binds Licensee binds equally
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+ any AI Agent that Licensee deploys, authorizes, instructs, integrates, or
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+ permits to interact with the Software. An AI Agent is not a separate,
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+ independent, or exempt user, and acquires no rights of its own under this
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+ Agreement.
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+
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+ 4.3 Full Responsibility for Agent Conduct. Licensee is fully and solely
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+ responsible for all acts and omissions of any AI Agent acting on Licensee's
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+ behalf, on Licensee's systems, or via Licensee's credentials, as if those
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+ acts were Licensee's own. The autonomy of the AI Agent, the absence of human
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+ supervision, or the absence of specific human intent is not a defense to any
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+ breach. Licensee shall not use an AI Agent to do, attempt, or enable
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+ anything that Licensee is itself prohibited from doing under this Agreement.
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+
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+ 4.4 No Training, Ingestion, or Derivation. Licensee shall not, and shall not
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+ permit any AI Agent or third party to, use the Software or any portion of it
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+ — including its source code, object code, structure, schemas, graph
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+ taxonomies, registries, metadata, model weights, prompts, embeddings,
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+ Documentation, or Outputs — as input to, as training, fine-tuning, or
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+ alignment data for, as a retrieval or context corpus for, or as a basis to
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+ distill, replicate, or derive, any AI Agent, model, dataset, or competing
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+ system.
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+
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+ 4.5 No Automated Extraction. Licensee shall not use any AI Agent to scrape,
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+ crawl, harvest, index, reverse engineer, or otherwise extract the Software,
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+ its structure, its parameters, or its Outputs, including by means of
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+ automated or adversarial querying intended to reconstruct or approximate the
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+ Software's behavior, weights, taxonomies, or underlying data.
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+
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+ 4.6 Outputs. "Outputs" means any data, content, predictions, classifications,
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+ embeddings, analyses, graphs, or other results generated by the Software or
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+ by any AI Agent through use of the Software. Outputs constitute Confidential
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+ Information, are licensed (not assigned) to Licensee solely for the
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+ Authorized Purpose, and remain subject to every restriction in this
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+ Agreement. Licensee obtains no right to use Outputs to train, evaluate, or
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+ improve any AI Agent, model, or competing system.
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+
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+ 4.7 Disclosure of Agentic Use. Upon Licensor's request, Licensee shall disclose
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+ whether, and the manner in which, any AI Agent has accessed or used the
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+ Software, and shall cooperate with any audit under Section 8 directed at
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+ such use.
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+
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+ --------------------------------------------------------------------------------
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+ 5. OWNERSHIP
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+ --------------------------------------------------------------------------------
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+
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+ 5.1 The Software is licensed, not sold. Licensor and its licensors retain all
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+ right, title, and interest in and to the Software and all intellectual
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+ property rights therein. Licensee acquires no ownership interest of any
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+ kind. All feedback, suggestions, and ideas provided by Licensee — whether
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+ authored by a human or generated by an AI Agent — are hereby assigned to
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+ Licensor without restriction or compensation.
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+
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+ --------------------------------------------------------------------------------
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+ 6. CONFIDENTIALITY
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+ --------------------------------------------------------------------------------
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+
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+ 6.1 Licensee shall hold the Software and all Confidential Information in strict
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+ confidence, shall not disclose it to any person or AI Agent other than
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+ Licensee's employees with a need to know who are bound by written
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+ obligations at least as protective as this Agreement, and shall use it
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+ solely for the Authorized Purpose. Licensee shall protect it using no less
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+ than the degree of care it uses for its own most sensitive information, and
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+ in no event less than a reasonable degree of care. Licensee shall not input,
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+ expose, or transmit the Software or Confidential Information to any third-
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+ party AI Agent or service that would acquire rights in, or use for training,
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+ the material so disclosed.
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+
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+ --------------------------------------------------------------------------------
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+ 7. TERM AND TERMINATION
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+ --------------------------------------------------------------------------------
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+
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+ 7.1 This Agreement and the license commence on the date Licensee first accesses
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+ the Software and continue only for the period expressly authorized in
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+ writing by Licensor (the "Term"). If no period is stated, the Term is
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+ thirty (30) days.
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+
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+ 7.2 Licensor may terminate or suspend this Agreement and the license at any
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+ time, for any reason or no reason, with or without notice, in its sole
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+ discretion. This license is revocable at will.
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+
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+ 7.3 This Agreement terminates automatically and immediately upon any breach by
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+ Licensee, without notice and without opportunity to cure.
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+
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+ 7.4 Upon any expiration or termination, all rights granted cease immediately,
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+ and Licensee shall, within five (5) days, cease all use, permanently delete
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+ or destroy all copies of the Software (including the archival copy, all
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+ Outputs, and all derivatives and extracts), purge the Software and Outputs
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+ from any AI Agent context, cache, or store, and certify such destruction in
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+ writing to Licensor upon request. Sections 1, 3, 4, 5, 6, 7.4, and 8
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+ through 13 survive termination.
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+
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+ --------------------------------------------------------------------------------
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+ 8. AUDIT
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+ --------------------------------------------------------------------------------
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+
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+ 8.1 Licensor may, upon reasonable notice, audit Licensee's use of the Software,
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+ including by inspecting records and systems and reviewing AI Agent logs and
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+ access histories, to verify compliance. Licensee shall cooperate. Any
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+ unauthorized use revealed by an audit constitutes a material breach.
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+
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+ --------------------------------------------------------------------------------
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+ 9. DISCLAIMER OF WARRANTIES
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+ --------------------------------------------------------------------------------
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+
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+ 9.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND
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+ WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
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+ LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
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+ OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
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+ A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY
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+ WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT
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+ WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR
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+ THAT ANY OUTPUT GENERATED BY THE SOFTWARE OR BY ANY AI AGENT WILL BE
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+ ACCURATE, COMPLETE, OR FIT FOR ANY PURPOSE.
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+
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+ --------------------------------------------------------------------------------
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+ 10. LIMITATION OF LIABILITY
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+ --------------------------------------------------------------------------------
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+
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+ 10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR
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+ ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
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+ DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING
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+ OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY ACTION TAKEN BY
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+ AN AI AGENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF
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+ THE POSSIBILITY OF SUCH DAMAGES.
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+
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+ 10.2 LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS
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+ AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY
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+ LICENSEE TO LICENSOR FOR THE SOFTWARE IN THE THREE (3) MONTHS PRECEDING THE
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+ CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
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+
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+ --------------------------------------------------------------------------------
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+ 11. INDEMNIFICATION
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+ --------------------------------------------------------------------------------
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+
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+ 11.1 Licensee shall defend, indemnify, and hold harmless Licensor and its
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+ officers, directors, employees, and agents from and against any and all
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+ claims, damages, liabilities, costs, and expenses (including reasonable
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+ attorneys' fees) arising out of or relating to Licensee's use of the
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+ Software, any use of the Software by any AI Agent acting on Licensee's
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+ behalf or via Licensee's credentials, or any breach of this Agreement.
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+
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+ --------------------------------------------------------------------------------
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+ 12. EXPORT, SANCTIONS, AND COMPLIANCE
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+ --------------------------------------------------------------------------------
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+
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+ 12.1 Licensee shall comply with all applicable export control, sanctions, and
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+ anti-corruption laws and shall not export, re-export, or transfer the
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+ Software to any prohibited destination, entity, or person, or use it for
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+ any prohibited end use.
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+
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+ --------------------------------------------------------------------------------
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+ 13. GENERAL
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+ --------------------------------------------------------------------------------
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+
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+ 13.1 Governing Law; Venue. This Agreement is governed by the laws of the
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+ Commonwealth of Pennsylvania, excluding its conflict-of-laws rules. The
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+ parties submit to the exclusive jurisdiction of the state and federal
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+ courts located in Pennsylvania.
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+
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+ 13.2 Equitable Relief. Licensee acknowledges that any breach of Sections 2, 3,
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+ 4, or 6 would cause irreparable harm for which monetary damages are
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+ inadequate, and that Licensor is entitled to injunctive relief without the
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+ need to post bond.
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+
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+ 13.3 Assignment. Licensee may not assign or transfer this Agreement or any
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+ rights or obligations, by operation of law or otherwise, without
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+ Licensor's prior written consent. Any attempted assignment in violation is
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+ void. Licensor may freely assign.
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+
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+ 13.4 No Waiver. No failure or delay by Licensor in exercising any right waives
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+ it. Any waiver must be in a writing signed by Licensor.
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+
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+ 13.5 Severability. If any provision is held unenforceable, it shall be modified
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+ to the minimum extent necessary, and the remaining provisions remain in
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+ full force.
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+
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+ 13.6 Entire Agreement. Subject to Section 13.8, this Agreement, together
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+ with any written authorization issued by Licensor, is the entire agreement
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+ between the parties regarding the Software and supersedes all prior or
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+ contemporaneous understandings. Any conflicting or additional terms
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+ proposed by Licensee are rejected.
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+
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+ 13.7 U.S. Government Rights. If Licensee is a U.S. Government entity, the
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+ Software is "commercial computer software" and "commercial computer
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+ software documentation," and any use, duplication, or disclosure is
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+ subject to the restrictions of this Agreement to the extent permitted by
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+ applicable Federal Acquisition Regulation and agency supplements.
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+
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+ 13.8 Amendments; Updated Versions.
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+
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+ (a) Licensor may issue an amended or replacement version of this Agreement
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+ (an "Updated Agreement"). To be effective as to Licensee, an Updated
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+ Agreement must: (i) conspicuously identify itself as an updated version of
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+ this Agreement and state its version number and effective date; (ii) be
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+ provided to Licensee in full by a method reasonably calculated to give
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+ Licensee notice; and (iii) be affirmatively accepted by Licensee through
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+ a click-through acceptance, electronic signature, or other written
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+ acceptance by a person authorized to bind Licensee. Licensor may condition
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+ any renewal, extension, update, upgrade, or continued access to the
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+ Software after the end of the then-current Term upon such acceptance.
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+
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+ (b) Upon Licensee's affirmative acceptance, the Updated Agreement
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+ supersedes and replaces all prior versions of this Agreement between
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+ Licensor and Licensee with respect to the Software, effective on the later
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+ of the Updated Agreement's stated effective date or Licensee's acceptance
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+ date. Unless the Updated Agreement expressly states otherwise, any then-
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+ effective written authorization issued by Licensor remains in force only to
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+ the extent it is consistent with the Updated Agreement.
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+
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+ (c) Until an Updated Agreement becomes effective under this Section 13.8,
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+ the version of this Agreement previously accepted by Licensee remains
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+ controlling, subject to Licensor's termination and suspension rights under
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+ Section 7. Licensor shall retain a reasonably accessible record of each
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+ version of this Agreement and the date on which Licensee accepted it.
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+
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+ ================================================================================
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+ For licensing inquiries, contact: legal@dataerai.com
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+ Dataerai, Inc. — Center Valley, Pennsylvania, USA
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+ ================================================================================