Flow Down Terms

In these Flow-Down Terms, "Customer" means the End Customer, "Reseller" means Reseller, and "Worlds" means Worlds Enterprises, Inc. Capitalized terms used in these Flow-Down Terms have the meanings given in Section 1 below. 

1. DEFINITIONS 

   1.1 "Affiliate" means, with respect to a party, another entity that controls, is controlled by, or is under common control with that party, where "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity, or the power to direct the management and policies of an entity, whether through ownership of equity securities, through contract, or otherwise. 

   1.2 "Authorized User" means an individual employee of Customer, or an individual contractor of Customer who is bound by written confidentiality obligations no less protective of Worlds than those set forth in Section 6, in each case whom Customer has authorized to access the Software for Customer's own operations. 

   1.3 "Custom Model" means any customization, fine-tuning, reinforcement learning, retrieval-augmented generation configuration, or other modification or enhancement to an artificial intelligence or machine learning model that is developed, trained, or created by or on behalf of Customer and uses Customer Data as training data, together with the outputs thereof. A Custom Model excludes all Worlds Technology, whether or not embodied in or necessary to operate the Custom Model, and excludes any open source or other third party component. 

   1.4 "Customer Data" means information provided by or on behalf of Customer to Worlds or into the Software, including video, image, and sensor data, so that Worlds can provide the Software and Services. 

   1.5 "Documentation" means the then-current written and electronic materials furnished or made generally available by Worlds describing the features, functions, configuration, and permitted use of the Software. 

   1.6 "Order" means the document executed between Customer and Reseller under which Customer acquires the right to access and use the Software and any Services, and "order term" means the term stated therein. 

   1.7 "Services" means the services provided by Worlds in connection with the Software, including implementation, integration, configuration, sensor connectivity and calibration, Custom Model development, software training, and, where provided by Worlds, hosting and support. 

   1.8 "Software" means the software developed or created by or on behalf of Worlds, including the Worlds platform, and made available to Customer, other than any open source software, including the Documentation and all updates relating thereto. 

   1.9 "Worlds Technology" means, collectively, the Software, the Documentation, and all architectures, pipelines, tooling, frameworks, algorithms, methodologies, processes, techniques, know-how, configurations, and trade secrets used or developed by or on behalf of Worlds to design, build, deliver, operate, or improve any of the foregoing, together with all improvements to any of the foregoing, in each case excluding Customer Data and any open source software. 

2. WORLDS AS THIRD-PARTY BENEFICIARY 

   2.1 Customer acknowledges that the Software is provided by Worlds Enterprises, Inc. ("Worlds"), that Worlds is not a party to this Agreement, and that Worlds is an intended third-party beneficiary of these Flow-Down Terms with the right to enforce them directly against Customer. No amendment, waiver, or modification of these Flow-Down Terms is effective without Worlds’ prior written consent. 

3. OWNERSHIP AND RESTRICTIONS 

   3.1 Worlds owns and retains all right, title, and interest, including all intellectual property rights, in and to the Software, the Documentation, and all architectures, pipelines, tooling, frameworks, algorithms, methodologies, processes, techniques, know-how, configurations, and trade secrets used or developed by or on behalf of Worlds to design, build, deliver, operate, or improve any of the foregoing, together with all improvements to any of the foregoing. Any open source or other third party component incorporated into or used in connection with the foregoing is licensed under its respective license terms. Customer receives only a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software for its own internal business operations during the applicable order term. Customer shall not (a) reverse engineer, disassemble, or de-compile the Software; (b) use the Software to provide services to third parties, or sell or distribute any data or results generated by the Software; (c) permit access by any person other than its Authorized Users; (d) remove or alter any proprietary rights notice. 

   3.2 Customer shall not (a) use the Software to provide services to any third party, or sell, license, or otherwise commercially exploit any data or results generated by the Software, or make such data or results available to any third party other than Customer's Affiliates and its professional advisors, in each case for such party's own benefit; (b) allow the Software to be accessed by, or disclose any part of the Software to, any person other than its Authorized Users; or (c) upon any individual ceasing to be an Authorized User, permit that individual continued access, and Customer shall promptly delete that individual’s user credentials. Unless otherwise expressly stated in the applicable order, Customer shall provide all hardware required for the Software, including cameras, transcoders, and sensors, and shall provide connectivity to the internet for itself and its authorized users sufficient to meet its desired level of performance. Customer is responsible for all costs associated with any specialized network connectivity it requires. Worlds has no obligation to deliver, extract, or make portable any model, model weights, or model artifact, whether upon expiration or termination or otherwise. 

4. CUSTOMER DATA AND MODEL TRAINING 

   4.1 Customer retains ownership of all Customer Data, and Worlds acquires no ownership interest in Customer Data. Customer grants Worlds a non-exclusive, royalty-free, fully paid up license, during the applicable order term, to host, process, and analyze Customer Data, and to train, tune, and improve the artificial intelligence and machine learning models that support the Software and Services, in each case solely to deliver, operate, support, and improve the Software and Services provided to Customer.  

   4.2 Worlds shall not use Customer Data to train, tune, or improve any model delivered to any other customer of Worlds, and shall not sell, license, or disclose Customer Data to any third party or to any other customer of Worlds, in each case without Customer’s prior written consent. Nothing in the foregoing restricts Worlds from (a) using aggregated or de-identified data derived from Customer Data, from which Customer and its personnel, facilities, and operations cannot reasonably be identified, for product development, benchmarking, and service improvement; (b) retaining and using any correction, enhancement, modification, or improvement to the Software or to any model architecture, training pipeline, tooling, algorithm, methodology, or know-how of Worlds, however arising; or (c) disclosing Customer Data to its subcontractors and hosting providers bound by confidentiality obligations, solely as necessary to deliver the Software and Services to Customer. 

   4.3 Customer represents and warrants that it has all rights, consents, and authorizations necessary to grant the foregoing license and that Worlds’ exercise of it will not violate any applicable law or the rights of any third party.  

5. CUSTOM MODELS 

   5.1 As between Worlds and Customer, and subject to this Section 5, Customer owns the Custom Models developed for Customer. Worlds retains all right, title, and interest in the Worlds Technology and the Software, whether or not embodied in or necessary to operate a Custom Model, and Customer grants Worlds a royalty-free license to host, operate, and modify the Custom Models solely as necessary to deliver and improve the Software and Services provided to Customer. Nothing in this Section restricts Worlds from developing or providing to any other customer any model, agent, or capability addressing the same or similar subject matter, provided Worlds does not use Customer Data to develop models for another customer. 

6. CONFIDENTIALITY 

   6.1 Customer shall hold in confidence, and shall not disclose or use except as permitted under this Agreement, all non-public information relating to the Software, Documentation, pricing, and Worlds’ products and technology, using at least a reasonable degree of care, for the term of this Agreement and for five (5) years thereafter, and with respect to trade secrets for so long as such information remains a trade secret. 

7. WARRANTY, DISCLAIMER AND REMEDY 

   7.1 Services will be performed in a professional and workmanlike manner consistent with industry standards for similar services. The sole and exclusive remedy for breach of this warranty is for Worlds to use commercially reasonable efforts to re-perform the deficient Services. No refund, credit, or return of fees is available for breach of this warranty. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND WORLDS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND DO NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE. 

8. LIMITATION OF LIABILITY 

   8.1 IN NO EVENT , UNDER ANY THEORY OF LIABILITY, SHALL WORLDS OR ITS SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY LOSS OF ANTICIPATED PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, COST OF COVER, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WORLDS' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE OR SERVICES EXCEED THE FEES PAID FOR THE SOFTWARE WITH RESPECT TO CUSTOMER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THESE LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM WORLDS' INDEMNIFICATION OBLIGATIONS, DATA BREACH, BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RELATED OBLIGATIONS. WORLDS, AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND DO NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE. 

9. FEEDBACK 

   9.1 All Customer (i) suggestions for correction, change, or modification to the Software, the Services, or other Worlds intellectual property; (ii) evaluation data; (iii) evaluations; (iv) benchmark tests; and (v) other feedback, information, and reports on the performance or functionality of the Software, the Services, or other Worlds intellectual property provided to Worlds hereunder (collectively, "Feedback") will be the property of Worlds, and Customer hereby assigns to Worlds any rights in such Feedback. Customer agrees to assist Worlds, at Worlds' expense, in obtaining intellectual property protection for such Feedback, as Worlds may reasonably request. 

10. OPERATIONAL DISCLAIMER 

    10.1 The Software measures data and provides information about real-world events and activities. Worlds does not make business decisions for Customer, and does not make representations or warranties related to these real-world events or observances. Worlds does not ensure safety or compliance, nor does Worlds ensure product or performance quality. Such things are intrinsic to Customer’s business and are beyond Worlds’ control. 

11. SUPPORT 

    11.1 Reseller is Customer’s first point of contact for support and provides first tier support, escalating unresolved matters to Worlds. Worlds provides support for the Software and Services to Reseller and may communicate directly with Customer in connection with any support matter, but has no support obligation to Customer beyond those set forth in these Flow Down Terms. Worlds provides no support with respect to any service, deliverable, or work product provided by Reseller. 

12. EXPORT AND U.S. GOVERNMENT USERS 

    12.1 Customer shall comply with all applicable United States export laws and regulations and shall not export or use the Software or Services in any country (unless preapproved in writing by Worlds in a specified Registered Opportunity), or provide them to any person or entity, in violation of such laws. The Software is a "commercial item" as defined in 48 C.F.R. 2.101, and any U.S. Government end user acquires it with only the rights set forth in this Agreement. 

13. TRANSITION UPON TERMINATION OF RESELLER RELATIONSHIP 

    13.1 Customer acknowledges that Reseller’s right to resell the Software and Services may expire or terminate, and consents to Worlds contacting Customer directly and, at Worlds’ election, contracting directly with Customer for the continued provision of the Software and Services.  

14. WORLDS INDEMNITY 

    14.1 If a third party brings a lawsuit against Customer claiming that the Software infringes any third party intellectual property right, Worlds will, as long as Customer is not in default of its payment obligations beyond applicable cure periods, defend Customer against such claim at Worlds’ expense and pay any loss, damages, and expenses (including reasonable attorney’s fees) finally awarded against Customer in such lawsuit by a court of competent jurisdiction, provided that Customer promptly notifies Worlds in writing of the claim, grants Worlds sole control of the defense and settlement, and cooperates reasonably in the defense. If such a claim is made or appears possible, Worlds may, at its option, secure for Customer the right to continue using the Software, modify or replace the Software with products of substantially similar functionality and quality so the same is non-infringing, or, if neither is available to Worlds on a commercially reasonable basis, require Customer to cease using the Software and refund the portion of prepaid fees allocable to the remaining term. Worlds shall have no obligation for any claim based on (a) combination, operation, or use of the Software with any product, data, or apparatus not provided by Worlds, but only to the extent the infringement would not exist but for such combination, operation, or use; (b) use of the Software not in compliance with these terms; (c) use of an old version after Worlds has made an update available and notified Customer of the need to cease use of the prior version; (d) any Custom Model, integration, or configuration developed by or on behalf of Customer or Reseller; (e) any service performed by Reseller; (f) Customer Data or other content supplied by Customer; or (g) any open source software component, which is licensed under its respective license terms. This Section states Worlds’ entire obligation and Customer’s sole and exclusive remedy with respect to any claim of infringement or misappropriation. 

15. TERM AND TERMINATION 

    15.1 Customer's right to access and use the Software commences on the effective date stated in the applicable order, continues for the order term stated therein, and renews only as provided in that Order. Upon expiration or termination of the applicable order, Customer's right to access and use the Software terminates, and Worlds' right to use Customer Data terminates except with respect to any aggregated or de-identified data or any improvement to the Software permitted under Section 4. Customer shall, upon expiration or termination, cease all use of the Software and delete or destroy all copies of the Documentation. The provisions of these Flow Down Terms relating to ownership, Customer Data, Custom Models, confidentiality, warranty disclaimer, limitation of liability, the operational disclaimer, and this Section survive expiration or termination. 

16. DATA SECURITY 

    16.1 Worlds shall maintain a written information security program that includes administrative, technical, physical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with generally accepted industry standards for similar services. Worlds shall encrypt Customer Data in transit and at rest, restrict access to personnel with a need to access it, and require any subcontractor or hosting provider with access to Customer Data to be bound by confidentiality and security obligations no less protective than those set forth herein. Worlds shall notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or acquisition of Customer Data, and shall provide Customer with the information reasonably available to Worlds regarding the nature and scope of the incident and the remedial steps undertaken. 

17. SUSPENSION 

    17.1 Worlds may suspend Customer’s access to the Software, in whole or in part, upon notice to Customer and Reseller, if Worlds reasonably determines that Customer’s use (a) violates these terms, (b) poses a security risk to the Software or to any third party, or (c) may subject Worlds or any third party to liability. Worlds shall limit any suspension in scope and duration to what is reasonably necessary to address the condition giving rise to it, and shall restore access promptly upon resolution. Suspension does not relieve Customer or Reseller of any payment obligation. 

18. AUDIT 

    18.1 Upon Worlds’ reasonable written request, no more than twice per twelve (12) month period unless Worlds has identified a prior instance of non-compliance, Customer shall certify in writing its compliance with these terms, including the facilities at which the Software is used and the number of its Authorized Users. If any certification or audit discloses use in excess of the scope authorized by the applicable order, Customer shall promptly pay the additional fees applicable to such excess use. 

19. ASSIGNMENT 

    19.1 Customer may not assign or transfer these terms or any right or obligation hereunder, whether voluntarily, involuntarily, or by operation of law, without Worlds’ prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided such successor is not a competitor of Worlds and agrees in writing to be bound by these terms. Any purported assignment in violation of this Section is void. 

20. PRECEDENCE 

    20.1 These terms govern Customer’s access to and use of the Software. In the event of any conflict between these terms and any other provision of the agreement between Customer and Reseller, these terms control with respect to the Software, the Services, and Customer Data. No provision of the agreement between Customer and Reseller creates any obligation of Worlds or expands any warranty, indemnity, or liability of Worlds beyond that expressly set forth herein. 

21. GOVERNING LAW AND VENUE

    21.1 Any dispute between Worlds and Customer arising out of or relating to these Flow-Down Terms, the Software, or Customer Data shall be governed by the laws of the State of Texas, without reference to its conflicts-of-laws principles. Worlds and Customer submit to the exclusive jurisdiction of the United States District Court for the Northern District of Texas, in Dallas, Texas, and the courts of the State of Texas located in Dallas, Texas. This Section applies only as between Worlds and Customer and does not affect the governing law or venue applicable to any dispute between Customer and Reseller.