Model Licence Agreement

This applies when a client runs MWire models on their own infrastructure or under a licence. Each deal adds an order form that names the models, languages, term and fee.

Parties and documents. This agreement is between MWIRE LABS PRIVATE LIMITED (“MWire”) and the client named in the order form (“you”). It includes the order form. If they conflict, the order form prevails for that deal.

Definitions. “Models” are the MWire models, weights, software and documentation listed in the order form. “Output” is what the Models produce for you. “Permitted Use” is the use stated in the order form.

Licence. – Evaluation licence: for testing only, for the period in the order form (default 30 days). No production use and no sharing of results outside your team. – Production licence: a non-exclusive, non-transferable right to run the Models for your own internal business use within the Permitted Use, on the infrastructure and for the number of deployments the order form allows. It lasts for the term in the order form, and continues only while you follow this agreement and pay the fees. – The Models are licensed, not sold.

What you must not do. – Copy, share, sublicense, rent, host for others, or resell the Models, unless the order form allows it. – Reverse engineer, extract weights from a protected deployment, or attempt to recover training data. – Use the Models or Output to train or improve another model that competes with ours. – Publish benchmark results against competing products without our written consent. – Remove or change MWire names, notices or marks. – Use the Models to impersonate a real person without consent, or for unlawful surveillance, or any use that breaks the law.

Your data and Output. You keep your data and own the Output you generate. We do not receive your data when you run the Models on your own infrastructure. If we support you and need access to your systems, we will ask first and use access only for that support. We do not use your data to train our models without a separate written agreement.

Ownership. MWire and its licensors own the Models and all rights in them. This agreement gives you only the rights it states. Any feedback you give us may be used by us freely.

Fees and tax. You pay the fees in the order form. Fees are in rupees and exclude taxes, which you also pay. Invoices are due within 15 days unless the order form says otherwise. Late amounts carry interest at 1% a month.

Updates and support. Support and updates are provided only if the order form includes them, and on the terms stated there.

Accuracy and responsibility. Models for low-resource languages can make mistakes. You are responsible for checking Output and for how you use it, especially in decisions affecting people. You will comply with applicable law, including the Digital Personal Data Protection Act, 2023 and the IT Act, 2000, and will obtain consents needed for the voices and data you process.

Warranty. The Models are provided “as is”. We do not promise they are error free or fit for a particular purpose. We confirm that we have the right to license them to you.

Intellectual property claims. If a third party claims that the Models, as we deliver them and used as permitted, infringe its rights, we will defend you and pay damages finally awarded, if you tell us promptly and let us run the defence. This does not cover changes you make, combinations with other items, or use outside this agreement. You will defend us against claims arising from your data or your breach of this agreement.

Liability. Neither side is liable for indirect or consequential loss, or for loss of profit or data. Each side’s total liability under this agreement is limited to the fees you paid in the 12 months before the claim. This limit does not apply to your breach of the licence restrictions in clause 4 or to liability that cannot be limited by law.

Term and ending. The agreement runs for the term in the order form. Either side may end it if the other seriously breaks it and does not fix the problem within 30 days of notice. We may end it at once if you break clause 4. When it ends, you stop using the Models and delete all copies within 14 days, and confirm this in writing on request.

Third-party components. The Models may include open source or third-party components with their own licences. Those licences apply to those components. The order form lists the models and components covered.

Confidentiality. Each side keeps the other’s non-public information confidential and uses it only for this agreement. Model weights, code and pricing are our confidential information.

Export and compliance. You will follow all export, sanctions and local laws that apply to your use.

Disputes. Indian law applies. Both sides will first try to settle a dispute by talking for 30 days. If it is not settled, it goes to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat is Shillong, the language is English. The courts at Shillong alone can grant urgent interim relief and enforce an award.

General. This agreement and the order form are the whole agreement. If a part is invalid, the rest stays in force. You may not transfer your rights without our written consent. Neither side is liable for delay caused by events beyond its control. Notices go by email to the addresses in the order form. Contact: connect@mwirelabs.com.