This individual end user license agreement is entered into by and between Giotto.ai S.A. (CHE‑300.132.471), c/o Fiduconsult Lausanne S.A., Place de la Gare 4, 1003 Lausanne, Switzerland (“Giotto.ai”) and You, as the licensee (the “User”, and together with Giotto.ai, the “Parties”). It governs the rights, obligations and conditions for the use of Giotto.ai’s proprietary AI model and containerised intelligence designed to integrate advanced reasoning capabilities into AI systems, in accordance with the terms and conditions set forth in this agreement (“Agreement”).
The User is required to carefully read the entire Agreement, including any supplementary terms and the Official Documentation. By creating an account, registering for, downloading, installing, accessing or using the Model, the User agrees to all of the terms and conditions set forth in this Agreement and confirms to be at least 13 years old, or the minimum age required in the User’s country to consent to use the Model. If the User is under 18 years old, a parent or legal guardian’s permission to use the Model is strictly required before entering into the Agreement.
If the User does not agree to these terms, the User must not access or use the Model.
1. Definitions
1.1. In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
a. “Model”: Giotto.ai’s proprietary AI model and software, consisting of a containerised intelligence designed to integrate advanced reasoning capabilities into artificial intelligence systems, including the related official documentation and training materials.
b. “User”: any individual user who accesses or uses the Model.
c. “Official Documentation”: the technical documentation, user guides, release notes and training materials relating to the Model, as made available and updated from time to time by Giotto.ai. Where the Model incorporates open source software components, the Official Documentation may also include applicable open source notices and licence terms relating to such components. The Official Documentation forms an integral part of the Agreement. In case of conflict with the Agreement, the latter shall prevail.
d. “Usage Period”: the free-of-charge usage period made available by Giotto.ai to the User for the use of the Model, starting on the date on which the User first accesses or uses the Model and ending after 12 (twelve) months, unless terminated earlier in accordance with the Agreement.
e. “Cloud Solution”: the cloud hosting services procured and made available by Giotto.ai to the User for the User’s deployment and use of the Model, based on machines located within data centers owned and/or operated by Giotto.ai and/or Giotto.ai's partners in the European Union or Switzerland.
f. “Switching”: the process whereby the User (i) changes from using the Model to using another data processing service of the same service type offered by a different provider, or (ii) ports its exportable data and digital assets to an on-premises ICT infrastructure, or (iii) requests the erasure of exportable data and digital assets upon discontinuation of the Model.
g. “Update”: any update, patch, fix, new version or supplement to the Model or the Cloud Solution made available by Giotto.ai during the term of the Agreement.
h. “Intellectual Property Rights”: all intellectual and industrial property rights applied for, registered or used in fact - including, without limitation, rights relating to patents and utility models, designs, databases, trademark, domain names, computer program, software, software documentation, source code, object code, algorithm, protocol, graphic and/or user interface, technology, processes, methods, techniques, formulas, trade and/or business secrets and know-how, and copyright, copyright-related rights and sui generis rights, as well as any rights related and connected to any of the foregoing (by way of example only, any pre-use rights).
1.2. Capitalized terms used but not defined in this Section shall have the meanings given to them elsewhere in this Agreement.
2. License
2.1. The Model is not sold but licensed. Subject to User’s compliance with the terms and restrictions contained in this Agreement, Giotto.ai grants the User, for the duration of the Term, a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Model solely for non-commercial testing and evaluation purposes (“License”). The License includes the right to use the Official Documentation exclusively in connection with the authorized use of the Model.
2.2. For the duration of the Term Giotto.ai will make available the Model to the User through the Cloud Solution, that Giotto.ai will procure and use as cloud underlying infrastructure for making available the Model to the User.
2.3. Giotto.ai reserves the right to notify the User, before the expiry of the Usage Period, of any terms and conditions applicable to the continued use of the Model and/or the Cloud Solution after the Usage Period, which the User will be free to accept or decline.
2.4. Due to change in law, security reasons, circumstances beyond Giotto.ai’s reasonable control, technology developments, Giotto.ai reserves the right to change or discontinue the Model at any time and will give appropriate advance written notice of any such change or discontinuation to the User. In addition, Giotto.ai will give the User at least 30 (thirty) days prior written notice of changes to this Agreement that materially adversely impact the User either via email or an in-product notification. All other changes will be effective as soon as Giotto.ai posts them to its website. If the User does not agree to the changes, the User must stop using the Model before the changes become effective.
3. Obligations of the User
3.1. To use certain features of the Model the User may be required to set up a a personal and individual account (“Account”) and, in such case, the User will use exclusively one Account. The User will be fully responsible for the use of its Account and for maintaining the confidentiality of the relevant authentication credentials. The User shall immediately inform Giotto.ai of any possible misuse of the Account or of authentication credentials (including any accidental disclosure or loss) or any relevant security incident that might result in such misuse. Once such event occurs, Giotto.ai will immediately deactivate the relevant credentials and replace them with new credentials that the User will be able to change at any moment. The User acknowledges that it will be held responsible for any use, whether authorized or unauthorized, of its Account through the relevant authentication credentials.
3.2. If third-party products are required for the correct functioning and use of the Model, including any software or hardware together with the internet connectivity service provided by authorized electronic communications operators (“Third-Party Products”), such Third-Party Products shall be procured directly by the User at its sole choice and under its responsibility. Giotto.ai shall not be a party to any agreement entered into by the User with third-party suppliers and shall not assume any liability or warranty in relation to Third-Party Products.
4. Restrictions
4.1. Giotto.ai reserves all rights not expressly granted under this Agreement. For the avoidance of doubt, the Agreement does not grant the User any additional rights and the User may not (nor may it allow third parties to):
i) redistribute, sublicense, rent, lease, lend or transfer the Model (or any rights arising from the License) to third parties, except as expressly and previously authorized in writing by Giotto.ai;
ii) reverse engineer, decompile, disassemble, extract, replicate, reconstruct the Model or attempt in any way to derive the Model source code, parameters or architecture;
iii) remove, alter or obscure any intellectual property notice, trademark, label or ownership indication contained in the Model, or in the Official Documentation;
iv) circumvent, disable, or otherwise evade the restrictions, technical limitations or access controls present in the Model;
v) attempt to modify, circumvent, manipulate or interfere with the provision of the Model by Giotto.ai;
vi) benchmark the Model for publication without Giotto.ai’s prior written consent;
vii) integrate the Model with any third-party software licensed under copyleft terms, including without limitation the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), or the GNU Affero General Public License (AGPL), in any manner that would impose additional terms or restrictions on the Model or any components thereof, or that would require the source code of the Model or any portion thereof to be disclosed or made available to third parties;
viii) use the Model to develop, train, or improve any competing AI model or system, whether directly or indirectly;
ix) provide as Input any personally identifiable genetic or biometric data or any payment card data (including but not limited to credit or debit card numbers, cardholder names, expiration dates, or security codes);
x) use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them;
xi) use the Model in a manner that is unlawful, harmful, misleading, discriminatory, misappropriates or violates any person’s rights, or is otherwise inconsistent with the Official Documentation and any acceptable use instructions made available by Giotto.ai.
5. The Model
5.1. Giotto.ai represents that the Model, to its knowledge as of the Effective Date does not contain undisclosed functionality, designed to allow unauthorized access to, or unauthorized surveillance of, the User’s systems or data. This representation is made on the basis of information available to Giotto.ai at the Effective Date and does not extend to third-party components whose security properties are outside Giotto.ai's reasonable knowledge and control.
5.2. The Model is not intended for any use that would qualify it as high-risk AI system under EU Regulation 2024/1689 (“AI Act”) and, to the extent that the AI Act or any equivalent applicable regulation is applicable to the User’s use of the Model, the User undertakes to avoid any use of the Model that falls within unacceptable risk categories under Article 5 of the AI Act (e.g. subliminal manipulation, social scoring, real-time biometric identification in public spaces, etc.). Any substantial modification to the Model or a modification of its intended purpose is prohibited and in the event any such modifications are nonetheless made by the User or any third-party, even as a result of an involuntary action, the author of such modifications will be considered as the provider of the resulting AI system in lieu of Giotto.ai and will assume all the subsequent liabilities and compliance obligations.
5.3. The User may provide input to the Model (“Input”) and receive output from the Model based on the Input (“Output”, together with Input, the “Content”). The User is responsible for the Content, including ensuring that it does not violate any applicable law or this Agreement. The Model may provide incomplete, incorrect, or offensive Output that does not represent Giotto.ai’s views. If Output references any third-party products or services, it does not mean the third party endorses or is affiliated with Giotto.ai. Giotto.ai will not use the Input to train the Model.
5.4. When using the Model, the User understands and agrees that Output may not always be accurate and should not be relied on as a sole source of truth or factual information, or as a substitute for professional advice. The User must always evaluate Output for accuracy and appropriateness for the User’s need, including using human review as appropriate, before using or sharing Output.
5.5. The Model may include open source software that is governed by its own licenses that Giotto.ai has made available to the User, the details of which are reported in the dedicated section of the Official Documentation. In the event of any conflict between this Agreement and any other Giotto.ai or third-party terms applicable to any portion of the Model, such as open-source license terms, such other terms will control as to that portion of the Model and to the extent of the conflict. The Model does not incorporate any open source software that would cause any Content to become subject to the terms of an open source license requiring the Content to be disclosed, distributed, or made available in source code form, or that would grant third parties the right to modify the Content.
5.6. The User may have legal rights in relation to the Model, where the Model is not as described, faulty or otherwise not fit for purpose. If the User believes that the Model does not conform with this Agreement, the User can contact Giotto.ai at support@giotto.ai. Other than those legal rights, the User’s use of the Model is solely at the User’s own risk.
6. Updates, maintenance and support
6.1. Giotto.ai may make Updates to the Model and/or the Cloud Solution available during the Term. Updates shall be accompanied by the relevant Official Documentation, if Giotto.ai deems it necessary, it remaining understood that the installation and use of Updates by the User are subject to the terms of this Agreement.
6.2. Giotto.ai does not undertake any obligation to provide Updates on a predetermined schedule, nor to maintain compatibility with previous versions of the Model, unless otherwise agreed in writing.
6.3. Giotto.ai will use commercially reasonable efforts to notify the User promptly upon becoming aware of any security vulnerability affecting the Model that is rated Critical or High severity under the Common Vulnerability Scoring System (CVSS) or an equivalent industry-standard scoring system, and will endeavour to make available remediation measures or patches within a reasonable timeframe. This Section does not create an obligation on Giotto.ai to conduct proactive vulnerability scanning or to provide patches for vulnerabilities attributable solely to third-party components beyond Giotto.ai's reasonable control.
6.4. Giotto.ai and/or any authorized sub-contractor or third-party will be free to carry out, where possible during non-working days or hours, ordinary maintenance activities aimed at preventing technical problems that might affect the proper functioning and availability of the Model or the Cloud Solution, including rectification of faults and errors to restore and/or maintain functionality of the Model or the Cloud Solution.
6.5. Giotto.ai will make available to the User a basic technical support service (“Basic Support”), consisting of the management of reports and assistance requests relating to the Model that the User can always address in English to the e-mail address support@giotto.ai. Giotto.ai shall use good faith efforts to respond to the User's requests within a reasonable timeframe. The provision of the Basic Support by Giotto.ai excludes any advice of a legal, financial or fiscal nature or any other advice which the law or other regulations specifically reserve to persons admitted to professional registers or which is subject to specific administrative authorizations.
7. Intellectual Property
7.1. Giotto.ai represents that it is the owner or lawful user of all Intellectual Property Rights relating to the Model, the Cloud Solution and to its own proprietary products, materials, tools and methodologies (collectively, the “Proprietary Items”).
7.2. Giotto.ai shall remain the sole owner of all rights, titles and interests, under any applicable law, in the Intellectual Property Rights relating to the Model, the Cloud Solution and the Proprietary Items, with particular reference to know-how, computer programs, software, software documentation, source code, object code, algorithms, protocols and inventions relating to the Model and the Cloud Solution, whether owned, acquired or developed by Giotto.ai prior to or independently from the performance of this Agreement.
7.3. The User represents and warrants to have all rights, licenses, and permissions needed to provide Input to the Model. As between the Parties, and to the extent permitted by applicable law, (i) the User retains ownership rights in Input and (ii) the User owns the Output, and Giotto.ai hereby assigns to the User all its right, title, and interest, if any, in and to Output.
7.4. Without prejudice to Section 7.3 above, the User grants Giotto.ai a limited, non-exclusive, non-transferable, non-sublicensable (except to its affiliates), fully revocable license for the Term to use, store, copy, transmit, create derivative works of and display the Content for the provision of the Model in accordance with the Agreement.
7.5. The User may provide to Giotto.ai input regarding the Model including, without limitation, evaluations on the Output, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Model (collectively “Feedback”). By way of partial derogation of Section 5.3, in case the User provides a Feedback, Giotto.ai can use the relevant Content in connection with the Feedback only to the extent necessary to pursue the purposes outlined in the following sentence. The User acknowledges that Giotto.ai may freely use such Feedback for the purpose of improving and/or training the Model and/or developing other products, without any obligation, including payment obligations, to the User, and that any Intellectual Property Rights resulting therefrom shall vest exclusively in Giotto.ai.
7.6. The User acknowledges that any infringement of Giotto.ai’s Intellectual Property Rights will cause irreparable harm to Giotto.ai, for which monetary damages alone would be inadequate, and that Giotto.ai may thus seek injunctive relief or any other remedy available at law in any jurisdiction, in case of such infringement.
8. Disclaimer of warranties
8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MODEL IS PROVIDED “AS IS” AND “AS AVAILABLE”. UNLESS OTHERWISE PROVIDED IN THE AGREEMENT, GIOTTO.AI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE MODEL WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR THE USER'S SPECIFIC NEEDS AND DOES NOT MAKE ANY WARRANTY OF ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
8.2. Giotto.ai gives no warranty and assumes no responsibility for the accuracy or completeness of the Output and/or any other information and materials made available and/or embedded in, or produced by, the Model. The User accepts and agrees that any use of Output from the Model is at its sole risk.
8.3. Nothing in this Section 8 shall be construed as excluding or limiting any warranty, right, or liability that cannot be waived or limited under applicable mandatory law. To the extent that any mandatory statutory warranty applies notwithstanding the foregoing disclaimer, the scope and duration of any claim arising thereunder shall be the minimum prescribed by applicable mandatory law.
9. Limitation of liability
9.1. Neither Party shall be liable under the Agreement for any indirect, special, incidental, exemplary, punitive or consequential damages, including lost profits, lost opportunities, or cost of substitute services or other economic loss arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
9.2. To the maximum extent permitted by applicable law and explicitly excluding death or personal injuries caused by Giotto.ai’s negligence or damages caused by Giotto.ai’s gross negligence or willful misconduct, Giotto.ai will not be liable for any damages, losses or costs suffered by the User arising from the deployment and/or use of the Model.
9.3. Except as otherwise set out in Section 9.1 and 9.2, Giotto.ai’s total liability for any loss or damage arising out of or in connection with this Agreement, whether in contract (including under any indemnity), tort (including negligence) or otherwise will be limited to CHF 100.
10. Data protection
10.1. The Parties undertake to comply with all applicable data protection and privacy laws, including, without limitation, the Swiss Federal Act on Data Protection (FADP), as revised and in force since 1 September 2023, and, where applicable, the EU General Data Protection Regulation (GDPR).
10.2. In the context of the use of the Model, the User acts as the data controller with respect to any personal data the User processes through the Model. Giotto.ai acts as data processor where it processes personal data on behalf of the User, and such processing shall be governed by Giotto.ai's privacy policy and the data processing agreement, both available on Giotto.ai’s website. The User acknowledges having read and understood and agreed to Giotto.ai's privacy policy and data processing agreement, the latter forming an integral part of the Agreement, before entering into this Agreement.
10.3. The User has the right to access, rectify, erase, restrict, and port their personal data, as well as the right to object to processing, in accordance with applicable data protection law. Such rights may be exercised by contacting Giotto.ai at support@giotto.ai.
11. Term and termination
11.1. This Agreement shall enter into force on the date the User first accesses, installs, registers for, or uses the Model and shall remain in force for the duration of the Usage Period, as specified in Section 1.1(d). Unless terminated by Giotto.ai or by the User in accordance with Section 11.2, at the expiry of the Usage Period the Agreement shall automatically renew for additional periods of 12 (twelve) months each (the Usage Period, and any subsequent renewal, referred to as the “Term”).
11.2. The User is free to stop using the Model without cause at any time by contacting Giotto.ai at support@giotto.ai and, if applicable, Section 12 shall apply and Giotto.ai may decide to discontinue at any time the offering of the Model under this Agreement, provided that the User shall be notified in advance with at least a 30 (thirty) days prior written notice.
11.3. Giotto.ai reserves the right to suspend or terminate the User’s access to the Model, remove or take down any Content infringing third-party rights, and/or delete the User’s Account if Giotto.ai determines at its sole discretion that (i) the User has breached any terms of this Agreement, (ii) suspension or termination is needed to comply with the law, (iii) the User’s use of the Model could cause risk or harm to Giotto.ai, its users and/or any of its clients or suppliers.
11.4. Upon expiry or termination of this Agreement for any cause (i) the User shall immediately cease to use the Model; (ii) the User shall uninstall or destroy all copies of the Model in its possession or under its control; (iii) without prejudice to Section 12, Giotto.ai shall erase all User data stored through the Model, subject to any legal retention obligations.
12. Switching and exit
12.1. To the extent the User falls within the territorial scope of Regulation EU 2023/2854, the User will have the right to request the Switching with a prior written notice of at least 2 (two) months (“Switching Notice Period”). The Switching shall be completed within 30 (thirty) days from the expiry of the Switching Notice Period (“Transitional Period”), it being however understood that (i) where it is technically impossible to comply with such timings, Giotto.ai will notify the User within fourteen (14) working days of the Switching request of an extension of the Transitional Period not exceeding seven (7) months, during which service continuity is ensured, and (ii) the User has the right of extension of the Transitional Period only once, for a reasonable and appropriate period.
12.2. During the Switching, the Model will continue to be made available to the User free of charge for the duration of the Term and Giotto.ai will (i) provide reasonable assistance to the User and to third parties authorized by it in the process for the Switching; (ii) act with due care to maintain business continuity and continue to provide the functions or services under the Agreement; (iii) provide clear information on known risks to continuity of the functions or services, (iv) ensure a high level of security during the Switching, and (v) support the User’s exit strategy by providing all relevant information. Activities requested by the User that go beyond Giotto.ai’s mandatory obligations under applicable law may be subject to separate fees, provided that the User has been informed of and has accepted such fees in advance.
12.3. Upon expiry of the Transitional Period, a data-retrieval period of at least thirty (30) calendar days begins, during which the User may download, export or migrate its exportable data and digital assets (“Retrieval Period”). Giotto.ai shall not be responsible for any loss of User data after the expiry of the Retrieval Period, without prejudice to any mandatory provision of applicable law.
12.4. The User shall take all reasonable measures to achieve a successful Switching and follow Giotto.ai’s instructions. The User is responsible for importing and implementing its data into the destination or its own systems and for ensuring that any third-party involved will cooperate with Giotto.ai for the purpose of the Switching. Giotto.ai shall not be held liable for any fault or damage caused by a third-party provider chosen by the User.
12.5. The Agreement is deemed terminated: (i) once the Switching has been successfully completed; or (ii) at the expiry of the Switching Notice Period, where the User only intends to erase its exportable data. Once the Retrieval Period has elapsed, Giotto.ai shall fully erase all exportable data relating to the User, unless retention is necessary to comply with a legal obligation or for the establishment, exercise or defense of a legal claim.
13. Force Majeure
13.1. Giotto.ai will not be liable for any delay or failure to perform its obligations under the Agreement due to causes beyond its reasonable control (“Force Majeure Event”). In case a Force Majeure Event affects Giotto.ai, the latter shall: (i) notify the User as soon as reasonably practicable, specifying the event and its impact on the performance of its obligations; (ii) continue to use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (iii) resume performance of its obligations as soon as possible, promptly notifying the User thereof.
13.2. If a Force Majeure Event persists for a period exceeding 90 (ninety) days, either Party shall have the right to terminate the Agreement, by giving the other Party not less than 30 (thirty) days’ prior written notice, without prejudice to any other obligations under this Agreement, that will remain effective until the date the termination becomes effective.
14. Final provisions
14.1. Severability. If any term or provision of this Agreement is found by any competent court or authority to be null, void, invalid or otherwise unenforceable, the same shall not affect the remaining terms or provisions of this Agreement.
14.2. Survival. Expiry or termination of the Agreement shall not release either Party from any liability which at the time of termination has already accrued to the other Party, or in any way affect the survival of any right, duty, or obligation of either Party which is intended expressly or by implication to survive such expiry or termination.
14.3. Use of Giotto.ai’s brand. The User cannot, without Giotto.ai’s prior written consent, use Giotto.ai’s name, logos, or other trademarks in any form whatsoever.
14.4. Compliance with sanctions. The User cannot transfer, export, re-export or provide access to the Model and/or any part thereof to governments, corporations, nationals or residents of any country under UN, EU, Switzerland or US sanctions and/or in violation of any applicable export control, dual-use, or sanctions regulations.
14.5. Assignment. The User may not assign or otherwise transfer this Agreement or any rights or obligations thereof, without Giotto.ai’s prior written consent. Giotto.ai may assign this Agreement without restrictions.
14.6. Waiver. The delay or failure by either Party to exercise any of its rights under this Agreement shall not constitute, or be deemed as, a waiver of those rights, nor shall the partial exercise of any such right preclude the full exercise thereof in the future.
15. Governing law and jurisdiction
15.1. The Agreement shall be governed by, interpreted and construed in accordance with, the substantive laws of Switzerland excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and any dispute arising out of, or in connection with, the Agreement, unless otherwise provided by mandatory provisions of law applicable to the User, will be referred to the exclusive jurisdiction of the competent court at the registered office of Giotto.ai.
Effective date: 09/10/2026