INTELLECTUAL PROPERTY LICENSE AGREEMENT

Last updated: 18/May/2025 10:28

1. INTRODUCTION AND DEFINITIONS

1.1 Agreement. This Intellectual Property License Agreement (“Agreement”) is entered into between Innovatica Technologies FZ-LLC, a Free Zone Limited Liability Company registered in the United Arab Emirates under License No. 47020067 with its principal place of business at VUNE0632, Compass Building – Al Hulaila, Al Hulaila Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates (“Innovatica,” “we,” “us,” or “our”) and the individual or entity agreeing to these terms (“Licensee,” “Agent Creator,” “you,” or “your”).

1.2 Relationship to Other Agreements. This Agreement is part of a modular legal framework and should be read in conjunction with our Master Terms of Service, Agent Creator Agreement, and other applicable policies referenced herein. In the event of any conflict between this Agreement and the Master Terms of Service, the provisions of this Agreement shall prevail with respect to intellectual property matters.

1.3 Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

a) “Brilio Platform” or “Platform” means the data and AI platform known as Brilio (codename Supernova), developed and operated by Innovatica, including all software, algorithms, code, interfaces, tools, documentation, and related technologies.
b) “AI Agent” means a functionality on the Brilio Platform that is specialized in one or more topics or use-cases, which can be built, maintained, hosted, and monetized through the Platform.
c) “Content” means any data, text, graphics, images, music, software, audio, video, information, or other materials uploaded, input, or created by you or other users through the Brilio Platform.
d) “User Content” means any Content that you upload, input, or create through the Brilio Platform, including but not limited to data sources, knowledge bases, prompts, instructions, and configurations used to train or operate AI Agents.
e) “Agent Output” means any content, information, data, or materials generated by AI Agents using the Brilio Platform.
f) “Intellectual Property Rights” means all intellectual property rights worldwide, including without limitation, patents, patent applications, copyrights, trademarks, service marks, trade names, domain name rights, know-how, trade secrets, rights to inventions, algorithms, techniques, processes, methodologies, databases, mask works, rights of publicity or privacy, moral rights, and other intellectual property rights, whether registered or unregistered, and all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
g) “Confidential Information” means any non-public information of either party that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be considered as confidential.
h) “Data Protection Laws” means all applicable laws, regulations, and regulatory requirements relating to privacy, data protection, and information security, including without limitation GDPR, CCPA, and any other similar laws in relevant jurisdictions where the Brilio Platform is used or accessed.”

2. OWNERSHIP OF PLATFORM TECHNOLOGY AND INFRASTRUCTURE

2.1 Platform Ownership. Innovatica retains exclusive ownership of all right, title, and interest in and to the Brilio Platform, including all Intellectual Property Rights therein. This includes, but is not limited to:

a) All software, code, algorithms, AI models, interfaces, tools, and underlying technologies; b) All improvements, modifications, enhancements, or derivative works of the Platform; c) All documentation, manuals, and technical specifications related to the Platform; d) All trademarks, trade names, logos, and branding elements associated with the Platform; and e) All patents, copyrights, trade secrets, and other Intellectual Property Rights related to the Platform.

2.2 Reservation of Rights. All rights not expressly granted to you under this Agreement are reserved by Innovatica. Nothing in this Agreement shall be construed as transferring, assigning, or conveying any ownership rights in the Brilio Platform to you.

2.3 Feedback and Suggestions. If you provide any feedback, suggestions, or recommendations regarding the Brilio Platform (“Feedback”), you hereby grant Innovatica a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable, and sublicensable right and license to use, reproduce, modify, create derivative works from, distribute, and display such Feedback for any purpose without restriction or compensation. You represent and warrant that you have all necessary rights to provide such Feedback and that the Feedback does not infringe or violate any third-party rights.

3. LICENSING TERMS FOR PLATFORM USE

3.1 License Grant. Subject to your compliance with the terms and conditions of this Agreement and the Master Terms of Service, and timely payment of all applicable fees, Innovatica grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

Access and use the Brilio Platform to create, deploy, and manage AI Agents;
Use the Platform’s tools and functionalities as permitted by your subscription tier as defined in the Master Terms of Service; and
Use the Brilio Platform’s APIs in accordance with the API Terms of Use.

3.2 Subscription Tiers. The specific features, functionalities, and usage limits available to you depend on your subscription tier (free, standard, plus, premium, or enterprise) as outlined in the Master Terms of Service and applicable subscription documentation.

3.3 License Restrictions. You shall not, and shall not permit any third party to:

a) Copy, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, structure, or algorithms of the Brilio Platform; b) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Brilio Platform to any third party except as expressly permitted herein; c) Use the Brilio Platform to develop any competing product or service; d) Remove, alter, or obscure any proprietary notices or labels on the Brilio Platform; e) Use the Brilio Platform in any manner that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any third party; f) Use the Brilio Platform to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights; g) Interfere with or disrupt the integrity or performance of the Brilio Platform; or h) Attempt to gain unauthorized access to the Brilio Platform or its related systems or networks.

3.4 Third-Party Services. The Brilio Platform may integrate with or enable access to third-party services, software, or platforms (e.g., OpenAI, Claude, LlamaIndex, Stripe). Your use of such third-party services is subject to the terms, conditions, and privacy policies of those third parties, and Innovatica does not grant you any rights to such third-party services.

3.5 Subscription Activation and Renewal. The license granted under this Agreement becomes active upon successful registration and, if applicable, payment of subscription fees. Details regarding the activation, duration, and renewal of subscriptions are outlined in the Master Terms of Service.

4. USER CONTENT OWNERSHIP AND RIGHTS

4.1 Ownership of User Content. You retain all right, title, and interest in and to your User Content, including all Intellectual Property Rights therein. Nothing in this Agreement transfers ownership of your User Content to Innovatica.

4.2 User Content Representations and Warranties. You represent and warrant that:

a) You own or have obtained all necessary rights, licenses, consents, and permissions to use and upload your User Content to the Brilio Platform; b) Your User Content does not and will not violate any Intellectual Property Rights or other rights of any third party; c) Your User Content complies with all applicable laws, regulations, and the Acceptable Use Policy; and d) You have the right to grant the licenses specified in this Agreement.

4.3 Responsibility for User Content. You acknowledge and agree that you are solely responsible for:

a) The accuracy, quality, integrity, legality, reliability, and appropriateness of your User Content; b) Obtaining and maintaining all necessary licenses, permissions, and consents for any third-party content included in your User Content; c) Ensuring that your User Content complies with all applicable data protection and privacy laws; and d) Setting appropriate age restrictions for AI Agents created with your User Content.

4.4 Innovatica’s Right to Remove User Content. Innovatica reserves the right, but not the obligation, to review, monitor, or remove your User Content at any time and for any reason, including if Innovatica believes such User Content violates this Agreement, the Acceptable Use Policy, or applicable law.

4.5 Age-Appropriate Content. As specified in the Agent Content Guidelines, you are responsible for setting up appropriate age restrictions per each agent you create. You understand and agree that Innovatica and Brilio are not responsible nor accountable for wrongly set age restrictions on agents.

5. PLATFORM’S RIGHTS TO USER-GENERATED CONTENT

5.1 License to User Content. By uploading, inputting, or creating User Content through the Brilio Platform, you grant Innovatica a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to:

a) Use, host, store, reproduce, modify, create derivative works of, distribute, publish, and display your User Content as necessary to provide, maintain, and improve the Brilio Platform and its services; b) Process your User Content to train or operate AI Agents as directed by you; and c) Use de-identified and anonymized User Content to improve and train the Brilio Platform’s underlying AI systems and models.

5.2 Agent Output Licensing. The platform holds ownership of all AI-generated content (Agent Output) and provides Licensees with a license to use it within their agents, subject to the following terms:

You are granted a non-exclusive, worldwide, royalty-free, perpetual license to use, reproduce, distribute, modify, and display Agent Output generated by AI Agents you have created or have permission to use;
This license allows you to use Agent Output as you see fit, including for commercial purposes, while Innovatica retains rights to use de-identified content from your account to improve answers of other platform agents; and
Your use of Agent Output must comply with the Acceptable Use Policy, the AI Ethics and Responsible Use Policy, and all applicable laws and regulations.

5.3 Content Training and Improvement. User interactions may be utilized to train and enhance Brilio’s AI models in accordance with the AI Training and Improvement Policy. This data is processed in compliance with applicable data protection regulations, and you acknowledge that by using the Platform, your interactions may contribute to the improvement of the Platform’s AI capabilities.

5.4 Content Monitoring. Innovatica employs automated and manual content moderation techniques as outlined in the Content Monitoring and Moderation Policy to identify and prevent harmful or inappropriate content. You acknowledge that your User Content and Agent Output may be subject to such moderation.

6. LICENSE SCOPE AND LIMITATIONS

6.1 Scope of License. The licenses granted in this Agreement are limited to the purposes expressly stated and do not imply any broader rights or permissions.

6.2 Geographic Restrictions. The Brilio Platform is 100% hosted in cloud, using Microsoft Azure services, currently in North Europe – Ireland. There is no infrastructure hosted on-premises. Depending on platform success, we may consider expansion of infrastructure to other regions and/or cloud providers. Use of the Platform may be subject to geographic restrictions based on applicable export laws and regulations as detailed in the Export Compliance Policy.

6.3 Trial and Evaluation Licenses. If you are using the Brilio Platform under a trial or evaluation license, the license duration is limited to the trial period specified at the time of registration, and certain features or functionalities may be restricted or unavailable.

6.4 Enterprise Licenses. Enterprise subscription customers may be subject to additional licensing terms as specified in the Enterprise Subscription Agreement.

6.5 API Usage Limitations. All APIs exposed to users are subject to usage limits and rate restrictions as detailed in the API Terms of Use and API-Specific Rate Limits and Security Requirements.

6.6 Third-Party Licensing Compliance. When integrating third-party data, content, or services with the Brilio Platform, you are responsible for compliance with any applicable third-party licenses. This includes ensuring you have appropriate licensing agreements for datasets used in training AI Agents.

6.7 AI Limitations and User Responsibility. Platform will provide clear statement that AI can make mistakes and that it is expectation from users to check results and apply due diligence before using the results. You acknowledge that AI CAN MAKE MISTAKES AND THAT YOU ARE RESPONSIBLE FOR CHECKING RESULTS AND APPLYING DUE DILIGENCE BEFORE USING THE RESULTS.

7. TRADEMARK AND BRANDING USAGE RULES

7.1 Brilio Trademarks. The Brilio name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Innovatica or its affiliates or licensors. You may not use such marks without the prior written permission of Innovatica, except as expressly permitted herein.

7.2 Limited Trademark License. Subject to your compliance with the Branding and Marketing Guidelines, Innovatica grants you a limited, non-exclusive, non-transferable, revocable license to use the Brilio name and logo solely for the purpose of identifying that your AI Agents are powered by or created on the Brilio Platform.

7.3 Restrictions on Trademark Use. You shall not:

a) Use Brilio trademarks in a way that suggests any relationship, affiliation, sponsorship, or endorsement by Innovatica beyond the use of the Brilio Platform; b) Use Brilio trademarks in a way that is misleading, defamatory, infringing, libelous, obscene, or otherwise objectionable; c) Display Brilio trademarks more prominently than your own trademarks, brand names, or product or service names; d) Adopt marks or domain names that are confusingly similar to Brilio trademarks; or e) Register or attempt to register any trademarks, service marks, or domain names that incorporate Brilio trademarks or are confusingly similar to Brilio trademarks.

7.4 Your Trademarks. If you are an Agent Creator, you grant Innovatica a non-exclusive, worldwide, royalty-free license to use your name, logo, and trademarks to identify you as an Agent Creator on the Brilio Platform, in promotional materials, and in marketing communications. This license shall terminate upon termination of your Agent Creator status, except for materials already distributed.

7.5 Public Agents Naming Requirements. All public agents created and published on the Platform must have a unique name that distinguishes them from potentially similar agents, as required by the Agent Content Guidelines.

7.6 Public Agent Naming Requirements. All public agents created and published on the Platform must have a unique name that distinguishes them from potentially similar agents, as required by the Agent Content Guidelines. Users have an ability to report any misuse of the platform; for example, for inappropriate agent’s names. Brilio support will act based on the report in not more than 72 hours.

8. TERM AND TERMINATION OF LICENSE

8.1 Term. This Agreement commences on the date you first access or use the Brilio Platform and continues until terminated as provided herein.

8.2 Termination by You. You may terminate this Agreement at any time by ceasing all use of the Brilio Platform and deleting your account in accordance with the Data Retention and Deletion Policy.

8.3 Termination by Innovatica. Innovatica may terminate this Agreement and your license to use the Brilio Platform at any time:

a) For material breach of this Agreement if such breach remains uncured for 15 days after written notice; b) Immediately if you violate the Acceptable Use Policy or if your use of the Brilio Platform poses a security risk or could subject Innovatica to liability; c) Immediately if your account remains inactive for a period of 12 consecutive months; d) As required by law or upon request of a governmental authority; or e) In connection with a discontinuation of the Brilio Platform as outlined in the Platform Modifications and Discontinuation Policy.

8.4 Effect of Termination. Upon termination of this Agreement:

a) All licenses granted to you under this Agreement shall immediately terminate, and you must cease all use of the Brilio Platform; b) You will lose access to your AI Agents and Agent Output unless you have exported such content prior to termination; c) Innovatica may delete your User Content in accordance with the Data Retention and Deletion Policy; and d) You remain liable for any accrued charges and payments due to Innovatica prior to termination.

8.5 Data Export Upon Termination. Innovatica will provide you with the opportunity to export your User Content and Agent Output for a period of 90 days following termination, unless such termination is due to your violation of this Agreement or applicable law. Whenever user account is deleted, users will have clearly marked option to request all data stored on the platform to be purged. All data including account information, agents and any knowledge, documents, chunks, vector db entries, etc. (or any other process in the future) will clean user data.

8.6 Account Suspension. In lieu of termination, Innovatica may suspend your access to the Brilio Platform if Innovatica believes, in its sole discretion, that you have violated this Agreement. During suspension, you may not be able to access or use some or all of the Brilio Platform.

9. SURVIVAL PROVISIONS AFTER TERMINATION

9.1 Surviving Provisions. The following provisions shall survive the expiration or termination of this Agreement: Section 2 (Ownership of Platform Technology and Infrastructure), Section 4.2 (User Content Representations and Warranties), Section 5.1(c) (License to Use De-identified User Content), Section 9 (Survival Provisions After Termination), Section 10 (Intellectual Property Indemnification), Section 11 (Disclaimer of Warranties), Section 12 (Limitation of Liability), Section 13 (Dispute Resolution), and Section 14 (General Provisions).

9.2 Perpetual License to De-identified Data. The license granted to Innovatica in Section 5.1(c) to use de-identified and anonymized User Content to improve and train the Brilio Platform’s underlying AI systems and models shall survive termination of this Agreement and continue in perpetuity.

9.3 Agent Output. Any licenses granted to you with respect to Agent Output prior to termination shall survive termination, provided that your use of such Agent Output continues to comply with the terms of this Agreement and applicable law.

9.4 Obligations upon Termination. Upon termination, you must:

a) Cease all use of the Brilio Platform; b) Return or destroy all documentation and other materials related to the Brilio Platform; and c) Certify in writing, if requested by Innovatica, that you have complied with the foregoing obligations.

10. INTELLECTUAL PROPERTY INDEMNIFICATION

10.1 Innovatica’s Indemnification. Innovatica shall defend, indemnify, and hold you harmless from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim by a third party alleging that the Brilio Platform, when used in accordance with this Agreement, infringes such third party’s Intellectual Property Rights, except to the extent such claims arise from:

Your User Content;
Your modification of the Brilio Platform;
Your combination of the Brilio Platform with third-party products, services, or content;
Your violation of this Agreement; or
Your use of the Brilio Platform after Innovatica has notified you to discontinue such use due to an infringement claim.

10.2 Your Indemnification. You shall defend, indemnify, and hold Innovatica harmless from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

Your User Content, including any claim that your User Content infringes a third party’s Intellectual Property Rights;
Your use of the Brilio Platform in violation of this Agreement, the Master Terms of Service, or applicable law;
Any Agent Output generated from AI Agents created by you;
Your breach of the representations and warranties made in this Agreement; and
Your use of third-party data or materials within the platform without necessary licenses, in case of breaching usage rights of any kind, etc.

10.3 Indemnification Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control over the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with all reasonable assistance, at the indemnifying party’s expense.

10.4 Mitigation Measures. If the Brilio Platform becomes, or in Innovatica’s opinion is likely to become, the subject of an infringement claim, Innovatica may, at its option and expense:

a) Procure for you the right to continue using the Brilio Platform; b) Modify the Brilio Platform to make it non-infringing while maintaining substantially equivalent functionality; c) Replace the Brilio Platform with a non-infringing, functionally equivalent alternative; or d) If the foregoing options are not commercially reasonable, terminate this Agreement and refund any prepaid, unused fees for the remainder of the subscription term.

11. DISCLAIMER OF WARRANTIES

11.1 “As Is” Provision. THE BRILIO PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. INNOVATICA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 No Guaranteed Results. INNOVATICA DOES NOT WARRANT THAT THE BRILIO PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE OPERATION OF THE BRILIO PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU ACKNOWLEDGE THAT AI CAN MAKE MISTAKES AND THAT YOU ARE RESPONSIBLE FOR CHECKING RESULTS AND APPLYING DUE DILIGENCE BEFORE USING THE RESULTS.

11.3 No Control Over User Content. INNOVATICA DOES NOT EXERCISE CONTROL OVER THE CONTENT CREATED BY USERS THROUGH THE BRILIO PLATFORM AND DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, OR QUALITY OF SUCH CONTENT. THE PLATFORM WILL PROVIDE CLEAR STATEMENTS THAT AI CAN MAKE MISTAKES AND THAT IT IS THE EXPECTATION FROM USERS TO CHECK RESULTS AND APPLY DUE DILIGENCE BEFORE USING THE RESULTS.

11.4 Third-Party Services. INNOVATICA MAKES NO WARRANTIES REGARDING THIRD-PARTY SERVICES INTEGRATED WITH THE BRILIO PLATFORM, AND YOUR USE OF SUCH SERVICES IS AT YOUR OWN RISK.

11.5 Jurisdiction-Specific Rights. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, INNOVATICA’S WARRANTIES AND LIABILITIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

12. LIMITATION OF LIABILITY

12.1 General Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INNOVATICA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF INNOVATICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap. INNOVATICA’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE BRILIO PLATFORM DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE TIER USERS WHO HAVE NOT PAID ANY FEES, INNOVATICA’S TOTAL LIABILITY SHALL NOT EXCEED USD $50.

12.3 Exclusions. THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO INNOVATICA’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.1 OR TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

12.4 Data Loss. INNOVATICA SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, OR DAMAGE TO USER CONTENT OR DATA, INCLUDING ISSUES ARISING FROM SYSTEM FAILURES, USER ERROR, OR UNAUTHORIZED ACCESS. USERS ARE ENCOURAGED TO MAINTAIN THEIR OWN DATA BACKUPS.

12.5 Service Interruptions. IN THE EVENT OF SERVICE INTERRUPTIONS, INNOVATICA’S LIABILITY IS LIMITED TO PROVIDING SERVICE CREDITS AS OUTLINED IN THE SERVICE LEVEL AGREEMENT.

13. DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without giving effect to any principles of conflicts of law.

13.2 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through binding arbitration, rather than through court proceedings. Arbitration shall be conducted under the rules of the International Chamber of Commerce (ICC) and shall take place in Abu Dhabi, United Arab Emirates. The arbitration shall be conducted in the English language by one arbitrator appointed in accordance with the ICC rules. The decision of the arbitrator shall be final and binding on the parties. The parties agree to bear their own legal costs and share equally in the costs of the arbitration process.

13.3 Class Action Waiver. Both parties agree that any disputes or claims arising from the use of the Brilio Platform will be resolved individually and not as part of any class, collective, or representative action. You waive the right to participate in any class action, collective action, or similar proceeding. All claims must be brought on an individual basis in arbitration, as specified in Section 13.2. This waiver applies to the fullest extent permitted by law.

13.4 Limitation Period. Any claims arising from the use of the Brilio Platform must be initiated within twelve (12) months from the date the cause of action arose. After this period, any claims or disputes related to the Platform will be barred and cannot be pursued. This limitation period applies to all claims, including those related to contract breaches, damages, or other legal matters.

13.5 Injunctive Relief. Notwithstanding the foregoing, Innovatica may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights, confidential information, or to prevent irreparable harm.

13.6 Small Claims. Nothing in this Agreement shall prevent either party from seeking resolution of disputes in small claims court for disputes within the scope of such court’s jurisdiction.

14. GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, together with the Master Terms of Service and all other documents referenced herein, constitutes the entire agreement between you and Innovatica regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

14.2 Amendments. Innovatica reserves the right to modify this Agreement at any time in accordance with the process set forth in the Master Terms of Service. Your continued use of the Brilio Platform after such modifications constitutes your acceptance of the revised Agreement.

14.3 Assignment. You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Innovatica. Innovatica may assign or transfer this Agreement to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.4 No Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

14.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

14.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor strikes, internet outages, or any other events deemed as force majeure. In such cases, the affected party must promptly notify the other party and make reasonable efforts to resume performance. If the force majeure event continues for more than thirty (30) days, either party may terminate this Agreement without liability.

14.7 Notices. Any notices to Innovatica under this Agreement shall be sent to:

Innovatica Technologies FZ-LLC
VUNE0632, Compass Building – Al Hulaila,
Al Hulaila Industrial Zone-FZ,
Ras Al Khaimah, United Arab Emirates
Email: info@innovatica.ai

14.8 Export Compliance. You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control.

14.9 Relationship of the Parties. Nothing in this Agreement creates any agency, partnership, joint venture, or other joint relationship between you and Innovatica. Neither party may create any obligations or responsibilities on behalf of the other.

14.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

14.11 Language. This Agreement is executed in the English language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Agreement.

14.12 Electronic Signatures. The parties agree that electronic signatures, whether digital or encrypted, are intended to authenticate this Agreement and to have the same force and effect as manual signatures.

14.13 Confidentiality. Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such Confidential Information only for purposes of exercising rights and fulfilling obligations under this Agreement. Each party agrees to use reasonable care to protect the confidentiality of the other party’s Confidential Information, but not less than the degree of care it would use to protect its own Confidential Information of similar nature. The receiving party may disclose Confidential Information to the extent required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting the information from public disclosure.

14.14 Compliance with Laws. Each party shall comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement, including but not limited to data protection, export control, and anti-bribery laws. You specifically acknowledge that you are responsible for compliance with all applicable Data Protection Laws in your use of the Brilio Platform.

15. AUDITING AND COMPLIANCE MONITORING

15.1 Usage Monitoring. Innovatica reserves the right to monitor your use of the Brilio Platform to ensure compliance with this Agreement, including but not limited to monitoring for:

Unauthorized use or access;
Violation of the Acceptable Use Policy;
Unusual or suspicious activity that may indicate a security breach; and
Usage patterns that exceed authorized limits.

15.2 Audit Rights. Innovatica reserves the right, upon reasonable notice, to audit your use of the Brilio Platform to verify compliance with this Agreement, especially for enterprise customers or high-volume users. Such audits will be conducted during regular business hours and in a manner designed to minimize disruption to your business operations.

15.3 Remediation. If monitoring or an audit reveals any non-compliance with this Agreement, Innovatica may:

Require you to remedy the non-compliance within a specified period;
Temporarily suspend your access to the Brilio Platform until the non-compliance is remedied; or
Terminate this Agreement in accordance with Section 8 if the non-compliance constitutes a material breach.

15.4 Cooperation. You agree to cooperate with Innovatica in any monitoring or audit activities and to provide all reasonable information and assistance requested by Innovatica in connection with such activities.

16. DATA PROTECTION AND PRIVACY

16.1 Data Processing. In providing the Brilio Platform, Innovatica may process personal data in accordance with the Privacy Policy and applicable Data Protection Laws. You acknowledge that you have read and understand the Privacy Policy.

16.2 Your Obligations. When uploading or inputting User Content that includes personal data, you represent and warrant that:

You have obtained all necessary consents, permissions, or legal bases for the processing of such personal data as contemplated by this Agreement;
Your collection and provision of such personal data to Innovatica complies with all applicable Data Protection Laws;
You have provided all necessary privacy notices to data subjects; and
You will not upload or input personal data that would require Innovatica to implement additional technical or organizational measures beyond those already in place.

16.3 Data Processing Agreement. If required by applicable Data Protection Laws, the parties shall enter into a separate Data Processing Agreement that governs the processing of personal data by Innovatica on your behalf.

16.4 Data Transfers. If the provision of the Brilio Platform involves the transfer of personal data across international borders, such transfers shall be made in compliance with applicable Data Protection Laws, including, where applicable, the implementation of appropriate safeguards for such transfers.

16.5 Data Subject Rights. You shall be responsible for responding to requests from data subjects to exercise their rights under applicable Data Protection Laws with respect to personal data you have uploaded or input to the Brilio Platform. Innovatica shall provide reasonable assistance to you in responding to such requests to the extent required by applicable Data Protection Laws.

17. ACKNOWLEDGMENT

BY ACCESSING OR USING THE BRILIO PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE BRILIO PLATFORM.

AI OUTPUT OWNERSHIP AND ASSIGNMENT AGREEMENT

Last Updated: 17/May/2025 09:30

1. INTRODUCTION

This AI Output Ownership and Assignment Agreement (the “Agreement”) is entered into between Innovatica Technologies FZ-LLC, a Free Zone Limited Liability Company registered in the United Arab Emirates under License No. 47020067 (hereinafter referred to as “Innovatica,” “we,” “us,” or “our”), and the user of the Brilio platform (hereinafter referred to as “User,” “you,” or “your”).

This Agreement forms part of the modular legal framework for the Brilio platform and should be read in conjunction with our Master Terms of Service, Privacy Policy, Intellectual Property License Agreement, Agent Creator Agreement, and other applicable policies and agreements available at brilio.ai. In the event of any conflict between this Agreement and the Master Terms of Service, the provisions of the Master Terms of Service shall prevail unless explicitly stated otherwise herein.

This Agreement governs the ownership, assignment, and licensing of content created through or by AI Agents on the Brilio platform, a data and AI platform developed and operated by Innovatica Technologies FZ-LLC. The Brilio platform enables users to build, maintain, host, and monetize AI Agents that are specialized in one or more topics or use-cases.

2. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings assigned to them below:

2.1. “AI Agent” means functionalities on the Brilio platform which are highly specialized in one or more topics or use-cases they are designed to solve. AI Agents can be built by any User, who can feed necessary knowledge and information to it and either use it privately or offer it to other Brilio users for free or for revenue.

2.2. “AI Output” means any content, data, information, text, images, code, formulae, algorithms, analyses, or other materials generated, produced, or created by an AI Agent on the Brilio platform, whether in response to User input or through automated processes.

2.3. “Agent Creator” means a User who creates an Agent on the Brilio platform by building it, feeding necessary knowledge and information to it, and determining whether to use it privately or offer it to other Brilio users.

2.4. “Agent User” means a User who interacts with an AI Agent created by an Agent Creator, by inputting prompts, queries, or other instructions and receiving AI Output in response.

2.5. “Custom Agent” means an AI Agent created by an Agent Creator specifically for a particular User or organization under a work-for-hire arrangement or similar contractual relationship.

2.6. “Intellectual Property Rights” means all rights in and to any copyright, trademark, trade secret, patent, design rights, database rights, moral rights, rights of publicity, or other intellectual property rights arising under the laws of any jurisdiction worldwide.

2.7. “Joint Authorship” means scenarios where AI Output is the result of substantial creative contributions from multiple parties, which may include the Agent Creator, the Agent User, and/or other collaborators.

2.8. “Moral Rights” means the personal rights associated with the creation of copyrightable works, including the right to be identified as the author and the right to object to derogatory treatment of the work, as recognized under applicable law.

2.9. “Commercial Use” means any use of AI Output that is directly or indirectly intended for or directed toward commercial advantage or monetary compensation.

2.10. “Non-Commercial Use” means any use of AI Output that is not primarily intended for or directed toward commercial advantage or monetary compensation.

2.11. “Derivative Works” means works based upon the AI Output, such as revisions, modifications, adaptations, translations, abridgments, condensations, expansions, or any other form in which the AI Output may be recast, transformed, or adapted.

3. DEFAULT INTELLECTUAL PROPERTY OWNERSHIP RULES

3.1. Platform Ownership: Unless otherwise specified in this Agreement or in a separate written agreement, Innovatica holds ownership of the underlying technology, algorithms, and infrastructure of the Brilio platform. Ownership of AI Output is allocated as specified in Sections 3.3 through 3.6 of this Agreement.

3.2. Non-Exclusive Licensing: Licensing of the AI-generated content is non-exclusive, meaning it allows Users to use AI-generated content as they see fit while keeping rights for the platform to use content to improve answers of other platform Agents, using de-identified content from other accounts.

3.3. Agent Creator Ownership:

3.3.1. AI Output created by Agents is the intellectual property of the Agent Creator, subject to the terms of this Agreement. The Agent Creator assumes full responsibility for any misuse, intentional or unintentional wrong information provided by their Agent. Brilio and Innovatica expressly disclaim any responsibility or liability for such content, as further detailed in the Disclaimer of Warranties in Section 11.

3.3.2. Agent Creators own the AI Output generated by their Agents, subject to the following conditions: a. The Agent Creator has the right to use, modify, distribute, display, perform, and create derivative works based on the AI Output. b. The Agent Creator grants Innovatica a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, store, modify, and process the AI Output for platform improvement, quality control, and compliance purposes. c. The Agent Creator is responsible for ensuring that their ownership and use of the AI Output does not infringe on the rights of third parties.

3.4. Agent User Rights:

3.4.1. Agent Users who interact with public Agents receive a non-exclusive license to use the AI Output generated in response to their inputs for their personal or business purposes, subject to any restrictions imposed by the Agent Creator.

3.4.2. This license does not include the right to: a. Claim ownership or authorship of the AI Output. b. Sublicense, sell, or transfer the AI Output to third parties without the Agent Creator’s permission. c. Use the AI Output in a manner that competes with the Brilio platform or the specific Agent.

3.5. Data Contributions:

3.5.1. Each Agent uses clearly available data sources for training the data. Agent Creator holds the right to add/remove sources of content, and these sources are clearly visible and available to the Agent Creator. Agent Users may not be able to see which data sources are used for training the Agent as this may be considered proprietary information.

3.5.2. If an Agent User provides substantial data or prompts that significantly influence the nature and quality of the AI Output, this contribution does not automatically confer ownership rights but may be recognized in ownership determinations as outlined in Section 6 (Joint Authorship Scenarios).

3.6. Paid vs. Free Agents:

3.6.1. For paid Agents, the Agent Creator may establish additional terms governing the ownership and use of AI Output, provided these terms are clearly communicated to Agent Users before use and do not conflict with this Agreement.

3.6.2. For free Agents, the default licensing terms in Section 3.4 apply unless the Agent Creator specifies otherwise.

4. WORK-FOR-HIRE PROVISIONS FOR CUSTOM AGENTS

4.1. Definition of Work-for-Hire Relationship:

4.1.1. A work-for-hire relationship exists when an Agent Creator develops a Custom Agent for a specific User or organization under a separate agreement that explicitly designates the arrangement as “work-for-hire” or similar terminology indicating transfer of ownership.

4.1.2. In such cases, the User or organization commissioning the Custom Agent (“Commissioner”) may claim ownership of: a. The Custom Agent itself, including its specialized knowledge, training data, and configuration. b. The AI Output generated by the Custom Agent during the term of the agreement.

4.1.3. The parties acknowledge that “work-for-hire” concepts may vary by jurisdiction. For jurisdictions where the “work-for-hire” doctrine is not recognized or implemented differently than under UAE law, the parties agree that this section shall be interpreted to provide the Commissioner with rights equivalent to those that would be granted under a work-for-hire arrangement in the UAE, through assignment or other appropriate legal mechanisms recognized in the relevant jurisdiction.

4.2. Requirements for Valid Work-for-Hire:

4.2.1. For a work-for-hire arrangement to be valid: a. There must be a written agreement between the Agent Creator and the Commissioner explicitly stating that the Custom Agent is created as a “work-for-hire” or under similar terms indicating transfer of ownership. b. The agreement must specify the scope of work, deliverables, compensation, and ownership rights. c. The agreement must be signed by both parties. d. The agreement must comply with applicable laws regarding work-for-hire arrangements.

4.2.2. If any of these requirements are not met, the default ownership rules in Section 3 will apply.

4.3. Limitations on Work-for-Hire:

4.3.1. Even in a work-for-hire arrangement: a. Innovatica retains all rights to the underlying Brilio platform, technology, algorithms, and infrastructure. b. The Commissioner’s ownership extends only to the Custom Agent and its AI Output, not to any platform improvements or features developed by Innovatica. c. Innovatica retains the right to develop similar Agents for other Users, provided they do not incorporate the Commissioner’s proprietary data or specialized configurations.

4.4. Termination of Work-for-Hire Relationship:

4.4.1. Upon termination of the work-for-hire agreement: a. The Commissioner retains ownership of all AI Output generated during the term of the agreement. b. The Commissioner may continue to use the Custom Agent as specified in the termination provisions of the work-for-hire agreement. c. The Agent Creator may not replicate or reuse the Custom Agent’s specialized knowledge or configuration for other clients without the Commissioner’s permission.

5. RIGHTS ASSIGNMENT PROCEDURES AND DOCUMENTATION

5.1. Voluntary Assignment:

5.1.1. Any party with ownership rights to AI Output under this Agreement may voluntarily assign those rights to another party through a written assignment agreement.

5.1.2. To be valid, an assignment agreement must: a. Clearly identify the AI Output being assigned. b. Specify whether the assignment is exclusive or non-exclusive. c. State any limitations or restrictions on the assignment. d. Be signed by the assignor with legal capacity to make the assignment. e. Include consideration or acknowledge that it is a gift, as required by applicable law.

5.2. Assignment Documentation:

5.2.1. All assignments must be documented in writing through one of the following methods: a. A formal assignment agreement executed by both parties with handwritten or legally valid electronic signatures compliant with applicable electronic signature laws, including but not limited to the UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. b. An electronic record of the assignment transaction within the Brilio platform, provided the platform offers such functionality and maintains verifiable records of user authentication and consent. c. An email exchange clearly stating the terms of the assignment and explicitly acknowledged by both parties from verified email addresses associated with their Brilio accounts.

5.2.2. Innovatica shall make available, upon request, template assignment agreements that comply with UAE law and international best practices.

5.3. Platform Record of Assignments:

5.3.1. Where technically feasible, the Brilio platform will maintain a record of all assignments of AI Output ownership.

5.3.2. This record will include: a. The identity of the assignor and assignee. b. The date of the assignment. c. The scope and nature of the rights assigned. d. Any limitations or conditions on the assignment.

5.3.3. Users may request access to this record for AI Output in which they have a legitimate interest.

5.4. Registration of Assignments:

5.4.1. Where applicable law permits or requires registration of intellectual property assignments, the assignee shall be responsible for such registration.

5.4.2. Innovatica will cooperate with Users in providing necessary documentation to facilitate registration but bears no responsibility for ensuring registration is completed.

5.5. Revocation of Assignment:

5.5.1. Assignments are generally irrevocable once executed, except: a. Where the assignment agreement explicitly provides for revocation under specific circumstances. b. Where required by applicable law. c. Where a court of competent jurisdiction invalidates the assignment.

5.5.2. Revocation, where permitted, must follow the same documentation requirements as the original assignment.

6. JOINT AUTHORSHIP SCENARIOS

6.1. Recognition of Joint Authorship:

6.1.1. Joint authorship of AI Output may be recognized when: a. Multiple Users collaborate on the creation or refinement of an Agent that generates the AI Output. b. An Agent User provides substantial, creative input that materially influences the resulting AI Output. c. Multiple Users make creative contributions to an iterative AI Output generation process.

6.1.2. Mere use of an Agent, providing basic prompts, or making minor edits to AI Output does not constitute joint authorship.

6.2. Rights of Joint Authors:

6.2.1. Where joint authorship is established: a. Each joint author holds an equal, undivided interest in the AI Output unless otherwise agreed in writing. b. Each joint author may use, license, or commercially exploit the AI Output without the consent of other joint authors, subject to a duty to account for any profits to other joint authors. c. Each joint author may prevent the use of the AI Output in a manner that would prejudice the reputation or commercial value of the AI Output.

6.2.2. In cases where joint authors disagree on the proportional ownership or value of their respective contributions, and where such disagreement cannot be resolved through negotiation as described in Section 10.4, the default presumption shall be equal ownership among all qualifying joint authors unless compelling evidence demonstrates that a different allocation is justified.

6.3. Determination of Joint Authorship:

6.3.1. Users claiming joint authorship must provide evidence of their substantive creative contribution to the AI Output.

6.3.2. In case of dispute, the following factors will be considered in determining joint authorship: a. The nature and extent of each User’s contribution. b. The degree of creative input versus technical execution. c. The intention of the parties at the time of creation. d. The degree to which the AI Output reflects each User’s unique contribution.

6.4. Joint Authorship Agreements:

6.4.1. Users anticipating joint authorship scenarios are encouraged to enter into written agreements beforehand that specify: a. The anticipated contributions of each party. b. The ownership percentages or division of rights. c. Revenue sharing arrangements, if applicable. d. Decision-making authority regarding the use and licensing of the AI Output.

6.4.2. Innovatica shall make available, upon request, template joint authorship agreements that comply with UAE law and international best practices.

7. MORAL RIGHTS CONSIDERATIONS

7.1. Recognition of Moral Rights:

7.1.1. This Agreement acknowledges that in many jurisdictions, creators of original works have moral rights that cannot be assigned or waived, including: a. The right to be identified as the author of the work (right of attribution). b. The right to object to derogatory treatment of the work (right of integrity). c. The right to object to false attribution.

7.1.2. The extent to which moral rights apply to AI Output varies by jurisdiction and is subject to ongoing legal development.

7.1.3. The parties acknowledge that moral rights protections vary significantly across jurisdictions. This Agreement shall be interpreted to provide the maximum protection of moral rights permitted under applicable law in each relevant jurisdiction while respecting the commercial purposes of the Brilio platform.

7.2. Attribution:

7.2.1. Users agree to respect the attribution rights of Agent Creators by: a. Not removing or altering attribution information embedded in AI Output. b. Providing proper attribution when using AI Output in public forums or publications, in accordance with the Agent Creator’s specified attribution requirements. c. Not falsely attributing AI Output to themselves or third parties.

7.3. Integrity:

7.3.1. Agent Users shall respect the integrity of AI Output by: a. Not modifying AI Output in a manner that would prejudice the reputation of the Agent Creator. b. Clearly distinguishing between original AI Output and any substantial modifications made by the User.

7.4. Waiver and Consent:

7.4.1. To the extent permitted by applicable law, Agent Creators: a. Waive their moral rights in relation to AI Output used internally or privately by Agent Users. b. Consent to reasonable modifications of AI Output necessary for the Agent User’s intended purpose.

7.4.2. For public or commercial use of AI Output, Agent Users shall respect the moral rights of Agent Creators as specified in the Agent’s terms of use or as required by applicable law.

8. DOMAIN-SPECIFIC OWNERSHIP RULES

8.1. Scientific and Academic Research:

8.1.1. AI Output generated for scientific or academic research purposes: a. May be subject to institutional policies governing intellectual property. b. Should acknowledge the use of the Brilio platform and the specific Agent(s) used in any resulting publications. c. May require additional permissions for commercial exploitation, depending on the Agent Creator’s terms.

8.2. Creative and Artistic Works:

8.2.1. AI Output of an artistic or creative nature: a. May be subject to heightened moral rights protections in certain jurisdictions. b. May require specific attribution methods as specified by the Agent Creator. c. May be subject to revenue-sharing arrangements for commercial exploitation.

8.3. Business and Commercial Applications:

8.3.1. AI Output generated for business purposes: a. May be freely used within the commissioning organization without additional permission. b. May require licensing for use outside the organization, depending on the Agent Creator’s terms. c. Should maintain confidentiality where the AI Output contains sensitive business information.

8.4. Educational Context:

8.4.1. AI Output generated in educational settings: a. May be subject to educational institution policies. b. May be used for educational purposes without restriction, unless otherwise specified by the Agent Creator. c. Should acknowledge the use of AI assistance when submitted as part of academic work, in accordance with institutional policies.

8.5. Healthcare and Medical Information:

8.5.1. AI Output related to healthcare or medical information: a. Is subject to additional regulatory requirements and limitations, including but not limited to FDA regulations, UAE health authority regulations, and similar regulations in other applicable jurisdictions. b. Must not be represented as medical advice, diagnosis, or treatment and must include appropriate disclaimers unless reviewed and explicitly approved by qualified medical professionals licensed in the relevant jurisdiction. c. Must comply with healthcare data protection regulations applicable in the relevant jurisdiction, including HIPAA (where applicable), UAE Federal Law No. 2 of 2019 concerning the use of information and communication technology in health fields, and similar regulations in other jurisdictions. d. May require specific certifications or approvals if used in clinical, diagnostic, or treatment contexts.

8.6. Government and Regulated Industry Uses

8.6.1. AI Output intended for government use or in regulated industries:

May be subject to additional compliance requirements, certifications, or approvals specific to the relevant government entity or regulatory framework.
Must comply with all applicable procurement regulations, security standards, and data sovereignty requirements.
May require specific documentation of provenance, processing methodology, and verification procedures.
Users in regulated industries are solely responsible for ensuring AI Output meets industry-specific regulations and standards before deployment or reliance.

9. TRANSFER RESTRICTIONS AND REQUIREMENTS

9.1. General Transfer Restrictions:

9.1.1. Ownership rights in AI Output may not be transferred: a. In violation of applicable export control laws. b. To individuals or entities on sanctions lists maintained by the UAE, United Nations, United States, European Union, or other relevant authorities. c. For purposes that violate Innovatica’s Acceptable Use Policy or Terms of Service.

9.2. Notice Requirements:

9.2.1. Users transferring ownership rights in AI Output shall: a. Provide written notice to Innovatica at info@innovatica.ai within thirty (30) days of the transfer. b. Include in the notice the identity of the transferee, the scope of rights transferred, the effective date of transfer, and confirmation that the transferee has agreed to be bound by this Agreement. c. Update platform records to reflect the transfer, where platform functionality permits. d. Failure to provide such notice does not invalidate the transfer but may limit Innovatica’s ability to recognize the transferee’s rights on the platform.

9.3. Continued Platform Access:

9.3.1. Transfer of ownership rights in AI Output does not automatically confer platform access rights to the transferee.

9.3.2. Transferees who are not existing Users must create an account and agree to Innovatica’s Terms of Service to access the transferred AI Output through the platform.

9.4. Chain of Title:

9.4.1. Users transferring ownership rights shall maintain records establishing chain of title.

9.4.2. Upon request, Users shall provide documentation demonstrating their ownership rights prior to transfer.

9.4.3. Innovatica may refuse to recognize transfers where the chain of title cannot be adequately established.

9.5. Licensing Restrictions:

9.5.1. Where Users license rather than transfer ownership of AI Output: a. The license must clearly specify its scope, duration, exclusivity, and any usage restrictions. b. The license must not conflict with platform policies or the rights of Innovatica or other Users. c. Innovatica may refuse to enforce licenses that violate these requirements.

10. DISPUTE RESOLUTION FOR OWNERSHIP CONFLICTS

10.1. Arbitration:

10.1.1. In the event of any disputes arising from ownership claims related to AI Output, both parties agree to resolve the matter through binding arbitration, rather than through court proceedings.

10.1.2. Arbitration will be conducted under the rules of the International Chamber of Commerce (ICC) and will take place in Dubai, United Arab Emirates, or in another mutually agreed location. The language of the arbitration shall be English.

10.1.3. The decision made by the arbitrator(s) will be final and legally binding.

10.1.4. Both parties agree to bear their own legal costs and share equally in the costs of the arbitration process.

10.2. Limitation Period:

10.2.1. Any claims arising from ownership disputes must be initiated within 12 months from the date the cause of action arose.

10.2.2. After this period, any claims or disputes related to ownership of AI Output will be barred and cannot be pursued.

10.2.3. This limitation period applies to all claims, including those related to contract breaches, damages, or other legal matters.

10.3. Individual Claims:

10.3.1. Both parties agree that any disputes or claims arising from ownership of AI Output will be resolved individually and not as part of any class, collective, or representative action.

10.3.2. Users waive the right to participate in any class action, collective action, or similar proceeding.

10.3.3. All claims must be brought on an individual basis in arbitration, as specified in the dispute resolution section.

10.3.4. This waiver applies to the fullest extent permitted by law.

10.4. Initial Resolution Process:

10.4.1. Before initiating formal arbitration, parties with ownership disputes shall: a. Submit a written notice of dispute to all interested parties and to Innovatica. b. Engage in good faith negotiations for a period of not less than thirty (30) days. c. Participate in non-binding mediation if direct negotiations fail.

10.4.2. Innovatica may offer mediation services or recommend third-party mediators to facilitate resolution.

10.5. Evidence Preservation:

10.5.1. Users involved in ownership disputes shall preserve all relevant evidence, including: a. Records of Agent creation and configuration. b. Prompts and inputs provided to Agents. c. Unmodified copies of the disputed AI Output. d. Communications regarding the creation and use of the AI Output. e. Any agreements regarding ownership or use rights.

10.5.2. Failure to preserve relevant evidence may be considered in the evaluation of competing claims.

11. DISCLAIMER OF WARRANTIES

11.1. No Ownership Guarantee:

11.1.1. Innovatica makes no representations or warranties regarding: a. The originality of AI Output generated through the platform. b. The absence of third-party intellectual property rights in AI Output. c. The enforceability of ownership rights in AI Output in any particular jurisdiction.

11.1.2. Users acknowledge that AI Output may: a. Inadvertently incorporate existing copyrighted material. b. Resemble works created independently by third parties. c. Be subject to intellectual property claims by third parties.

11.1.3. Innovatica employs automated and manual content moderation techniques as described in our Content Monitoring and Moderation Policy, but cannot guarantee that all inappropriate content will be detected. Users acknowledge that:

The effectiveness of content moderation systems is inherently limited.
Some problematic content may bypass detection systems and reach end users.
Innovatica’s liability for such content is limited as provided in this Agreement and the Master Terms of Service.

11.2. User Responsibility:

11.2.1. Users are solely responsible for: a. Verifying the originality of AI Output before claiming ownership. b. Conducting appropriate clearance procedures before commercially exploiting AI Output. c. Responding to and resolving any third-party intellectual property claims related to AI Output they own.

12. INDEMNIFICATION

12.1. Agent Creator Indemnification:

12.1.1. Agent Creators must adhere strictly to privacy laws (e.g., GDPR, CCPA, UAE Federal Decree-Law No. 45 of 2021 regarding Personal Data Protection) if personal data is part of the Agent training process. Agent Creators are responsible for obtaining all necessary consents and legal bases for processing personal data and maintaining appropriate records of such compliance.

12.1.2. Agent Creators agree to cover any costs or claims that arise from their use of third-party data or materials within the platform without necessary licenses, in case of breaching usage rights of any kind, etc.

12.2. User Indemnification:

12.2.1. Users shall indemnify, defend, and hold harmless Innovatica, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: a. The User’s claim of ownership of AI Output. b. The User’s use, transfer, or licensing of AI Output. c. The User’s breach of this Agreement or any applicable laws or regulations.

12.3. Procedure:

12.3.1. In the event of a claim subject to indemnification: a. Innovatica will promptly notify the User of the claim. b. The User will have control over the defense and settlement of the claim, provided that no settlement admits fault or liability of Innovatica without Innovatica’s prior written consent. c. Innovatica will provide reasonable assistance in the defense of the claim at the User’s expense.

13. GENERAL PROVISIONS

13.1. Governing Law:

13.1.1. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, specifically the laws applicable in the Ras Al Khaimah Free Zone, without giving effect to any choice of law or conflict of law provisions. Users acknowledge that they may be subject to additional local laws in their jurisdiction of residence or operation, and that this Agreement does not override mandatory local laws where applicable.

13.1.2. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2. Severability:

13.2.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

13.3. Assignment:

13.3.1. This Agreement may not be assigned by either party without the prior written consent of the other party, except that Innovatica may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

13.4. Waiver:

13.4.1. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

13.5. Entire Agreement:

13.5.1. This Agreement, together with the Master Terms of Service and other referenced agreements, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning ownership of AI Output.

13.6. Modifications:

13.6.1. Innovatica reserves the right to modify this Agreement at any time by posting a revised version on the Brilio platform or website, or by notifying Users via email.

13.6.2. Continued use of the platform after such modifications constitutes acceptance of the modified Agreement.

13.7. Survival:

13.7.1. Sections related to ownership rights, indemnification, dispute resolution, and any other provisions that by their nature should survive termination of this Agreement shall survive termination.

13.8. Export Control Compliance:

13.8.1. Users acknowledge that the Brilio platform and AI Output may be subject to export control laws and regulations of various countries, including those of the United Arab Emirates, the United States, and the European Union.

13.8.2. Users agree not to export, re-export, or transfer, directly or indirectly, any AI Output in violation of such export control laws and regulations.

13.8.3. Users are responsible for obtaining any licenses or permits required to export, re-export, transfer, or import AI Output.

13.8.4. Users represent and warrant that they are not located in, under the control of, or a national or resident of any country or territory to which export of the Brilio platform or AI Output would be prohibited by applicable export control laws.

13.9. Data Privacy and Cross-Border Transfers:

13.9.1. Users acknowledge that their use of the Brilio platform and any transfer of AI Output may involve the processing and transfer of data across international borders.

13.9.2. Users are responsible for ensuring that any cross-border transfer of AI Output complies with applicable data protection laws, including obtaining any necessary consents or implementing appropriate safeguards.

13.9.3. Innovatica will implement appropriate safeguards for cross-border data transfers in accordance with applicable data protection laws, which may include standard contractual clauses, binding corporate rules, or other legally recognized transfer mechanisms.

13.9.4. Further details regarding data processing and cross-border transfers are provided in the Data Processing Agreement and Data Sovereignty Addendum, which form part of the modular legal framework referenced in Section 1.

14. CONTACT INFORMATION

For questions or concerns regarding this Agreement, please contact:

Innovatica Technologies FZ-LLC
VUNE0632, Compass Building – Al Hulaila
Al Hulaila Industrial Zone-FZ
Ras Al Khaimah, United Arab Emirates

Email: info@innovatica.ai (responses typically within 2 business days)
Phone: +971 509 083 742 (available during UAE business hours)

For urgent legal matters, please include ‘URGENT LEGAL MATTER’ in your email subject line.

By using the Brilio platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.