End User License Agreement (EULA) SHAI / shai.pro

No. 6-P dated April 21, 2026

1. Parties and Acceptance of Terms

1.1. This End User License Agreement (EULA) is entered into between Shai Ltd. (hereinafter — Rights Holder / SHAI) and the person who has accepted the EULA terms (hereinafter — User). 1.2. Acceptance of the EULA terms is effected by:
  1. a)
    clicking the "I Agree/Accept" button (click-wrap); and/or
  2. b)
    registering an Account; and/or
  3. c)
    actual use of the Software/Service.
1.3. If the User does not agree to the EULA, they must immediately cease use and refrain from creating an Account.

2. Terms and Definitions

2.1. Platform / Service — the SHAI software platform (including web interface, API, applied AI agents, automation modules) under the shai.pro brand. 2.2. Software — SHAI software (including client components, agents, integration modules, libraries) provided as part of the Service and/or separately. 2.3. AI Agent / Agent — a software component that performs data processing and/or generation/analytics tasks, including (where applicable) LLM modules and RAG components. 2.4. LLM (Large Language Model) — a large language model used for text/response/analytics generation. 2.5. RAG (Retrieval-Augmented Generation) — an approach in which generation is augmented by retrieving relevant data from the User's knowledge bases/documents. 2.6. API — the programmatic interface for accessing Service functionality. 2.7. Account — the User's account created to access the Service. 2.8. License Key — a unique key/token/access certificate linked to the Account and/or legal entity (if the User acts on behalf of an organization). 2.9. User Content — any data, materials, documents, files, texts, requests, prompts, and other information uploaded/transmitted by the User to the Service. 2.10. Result — output data/responses/reports/texts/analytics generated by the Service based on User requests. 2.11. Confidential Information — any non-public information of SHAI and/or the User, including technical documentation, architecture, keys, configurations, commercial terms, and data. 2.12. Tariff — the selected usage plan (Free/Trial/Pro/Enterprise, etc.) with established limits. 2.13. Documentation — SHAI instructions, specifications, user guides, and other materials.

3. Subject Matter and Scope of License

3.1. SHAI grants the User a non-exclusive, revocable, non-transferable, limited license to use the Service/Software solely for the purposes provided by the Platform's functionality and this EULA. 3.2. The License is granted for the term of the EULA and/or Tariff, subject to the User's compliance with restrictions and payment obligations. 3.3. Territory: all countries, unless access to the Service is restricted by sanctions/export requirements or SHAI's internal restrictions. 3.4. The License does not imply the transfer of exclusive rights; all rights to the Service/Software remain with SHAI.

4. Registration, Account, and Security

4.1. The User must provide accurate registration data and keep it current. 4.2. The User is responsible for all actions performed through their Account, including safeguarding passwords, keys, access tokens, and devices. 4.3. The User must immediately notify SHAI of any suspected unauthorized access. 4.4. SHAI may apply security measures (including blocking/resetting keys) to protect the Service and data.

5. License Key: Prohibition on Transfer and Liability

5.1. The License Key is issued to the User (and/or the specific legal entity if the User acts on behalf of an organization) and is a personalized access credential. 5.2. The User is prohibited from transferring, assigning, disclosing, sublicensing, selling, publishing, or otherwise providing the License Key to third parties, including affiliates, contractors, and consultants, unless otherwise agreed in writing by SHAI. 5.3. In the event of a violation of this section, SHAI has the right to immediately block the key/access without compensation and demand remedy of the violation. 5.4. Violation of the key transfer prohibition constitutes a material breach of the EULA and may result in termination and application of liability measures under Section 14.

6. Use Restrictions (Prohibited Actions)

6.1. The User is prohibited from:
  1. a)
    creating derivative products by modifying the Service/Software (its code, components, models, interface), as well as copying and modifying the Service/Software outside of its intended features; the creation of agents and other configurations by the User within the Service using standard functionality is permitted and does not constitute a derivative product;
  2. b)
    performing reverse engineering, decompilation, disassembly, or other attempts to extract source code, except where expressly permitted by mandatory provisions of law;
  3. c)
    circumventing technical restrictions, licensing systems, and protection mechanisms;
  4. d)
    using the Service/Software to create a competing product or service;
  5. e)
    providing third parties with access to the Service as a service bureau, hosting provider, outsourcing center, or for resale purposes, unless provided for by a separate partnership agreement with SHAI;
  6. f)
    using the Service/Software for illegal, harmful, discriminatory, extremist, or fraudulent purposes;
  7. g)
    uploading malicious code, conducting attacks, scanning, or load testing without SHAI's consent;
  8. h)
    infringing the rights of third parties (intellectual property, personal data, trade secrets).

7. User Content and AI Output

7.1. Rights to User Content remain with the User. The User grants SHAI a limited license to process Content solely for the purpose of providing Service functionality, support, security, and quality improvement (within SHAI's policy and applicable law). 7.2. The User is responsible for the legality of User Content and for having the rights to use and transmit it to the Service. 7.3. Nature of AI Results: The User understands that Results may contain inaccuracies, incompleteness, or errors. The User must verify Results before using them in legally/financially/medically significant decisions. 7.4. SHAI does not guarantee that the User will achieve commercial, economic, or other results and is not liable for decisions made by the User based on Results. 7.5. If the User uses Results for publication/distribution, they must ensure compliance with third-party rights and applicable regulations (including advertising/personal data rules).

8. Confidentiality

8.1. The Parties undertake to maintain the confidentiality of non-public information received in connection with use of the Service. 8.2. The User must ensure the confidentiality of the License Key, credentials, and API tokens. 8.3. Penalties/liquidated damages for confidentiality breaches may be established by a separate agreement or annex.

9. Personal Data and Information Security

9.1. Personal data processing is carried out in accordance with SHAI's Privacy Policy and applicable law. 9.2. For corporate use, a separate data processing agreement (DPA) may apply. 9.3. The User may transmit to the Service personal data, special categories of personal data, and/or other confidential information, including when deploying the Service on the User's server infrastructure. In doing so, the User confirms and warrants that they have all necessary legal bases, consents, and/or data subject notifications for such transfer and processing. Responsibility for the lawfulness of processing and compliance with personal data legislation and information security requirements rests with the User. SHAI is not liable for the actions/inactions of the User, their employees or contractors, or for configurations, access controls, and security measures implemented on the User's infrastructure.

10. Support, Updates, and Changes

10.1. SHAI may release updates and modify Service functionality, including the interface and API, while endeavoring to maintain backward compatibility within reasonable limits. 10.2. The level of support depends on the Tariff; terms may be published on the website/in documentation or formalized as a separate SLA. 10.3. The scope, content, and timelines of technical support, including contact channels, response times, incident priorities, and conditions for providing updates and patches, are determined by the User's selected Tariff/package and (where applicable) the corresponding SLA and/or SHAI service description in effect at the time support is provided.

11. Payments and Taxes

11.1. Pricing, frequency, and payment methods are determined by the Tariff and/or invoice/offer. 11.2. Taxes are paid in accordance with applicable law.

12. Warranties

12.1. SHAI warrants that it has the rights to grant a license for the Service/Software. 12.2. Unless otherwise required by law, the Service/Software is provided "AS IS", without warranties of fitness for the User's particular purpose. 12.3. SHAI may perform maintenance, including brief interruptions.

13. Limitation of Liability

13.1. SHAI is not liable for:
  1. a)
    indirect damages, lost profits, loss of goodwill, or business interruption;
  2. b)
    actions of third parties (providers, hosting, payment systems) that SHAI does not directly control;
  3. c)
    User errors, incorrect configurations, or infrastructure incompatibility.
13.2. SHAI's total liability is limited to the amount actually paid by the User for the Service during the last 6 (six) months.

14. Violations, Blocking, and Sanctions

14.1. Upon any breach of the EULA, SHAI has the right to:
  1. a)
    restrict functionality;
  2. b)
    suspend access;
  3. c)
    block the Account/key;
  4. d)
    terminate the EULA unilaterally.
14.2. Upon detection of unauthorized access attempts, License Key transfers, circumvention of restrictions, or actions posing a security threat, SHAI may apply immediate protective measures without prior notice.

15. Term and Termination

15.1. The EULA is effective from the moment of acceptance and until cessation of use/termination. 15.2. The User may cease use at any time by deleting the Software (if applicable) and discontinuing access. 15.3. SHAI may terminate the EULA upon the User's material breach of its terms.

16. Notices

16.1. Notices are sent to the email address specified in the Account and are deemed received on the next business day after sending. 16.2. SHAI publishes significant changes to the EULA/policies in the interface or on the website.

17. Governing Law and Dispute Resolution

17.1. This Agreement, as well as any matters arising from or in connection with it (including questions of validity, conclusion, performance, interpretation, termination, and the consequences of termination), shall be governed by and construed in accordance with AIFC law (AIFC Acts). 17.2. All disputes, disagreements, or claims arising from or in connection with this Agreement shall be resolved through negotiations. If the Parties fail to reach agreement within 30 (thirty) calendar days from the date one Party receives written notice of the dispute, such dispute shall be subject to the exclusive jurisdiction of the AIFC Court.

18. Final Provisions

18.1. The invalidity of any individual provision does not affect the validity of the EULA in its remaining parts. 18.2. SHAI may update the EULA; continued use after an update constitutes acceptance. 18.3. Контакты SHAI: info@shai.pro
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