These Terms of Use ("Terms") govern access to and use of the MAEQ platform, websites, applications, APIs, documentation, and related services (together, the "Platform"), provided by SmallCircle B.V. ("MAEQ", "we", "us"). By accessing or using the Platform, you agree to these Terms on behalf of yourself and any organisation you represent ("you"). If you do not agree, do not use the Platform.
1. Acceptance and eligibility
You may use the Platform only if you can form a binding contract with MAEQ and are not barred from doing so under applicable law. If you use the Platform on behalf of an organisation, you represent that you are authorised to bind it, and "you" includes that organisation. Your use may also be governed by a separate written agreement or order form with MAEQ; if there is a conflict, that agreement controls over these Terms for the subject it covers.
2. Definitions
- Platform means the MAEQ software, hosted services, catalog and orchestration architecture, user interfaces, workflows, APIs, templates, and documentation, in any form.
- MAEQ IP means all intellectual property in or relating to the Platform, including its software, source and object code, designs, structure, sequence and organisation, screens, "look and feel", data models and schemas, prompts, configurations, methods, and documentation.
- Your Content means data, documents, credentials, prompts, and other materials you or your users submit to or generate through the Platform.
- Output means responses, analyses, charts, and other results the Platform returns to you.
3. Licence and permitted use
Subject to these Terms and any applicable order form, MAEQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform, during your subscription or authorised evaluation period, solely for your own internal business purposes and in accordance with our documentation. All rights not expressly granted are reserved by MAEQ. This licence conveys no ownership of any MAEQ IP.
Access credentials are personal to each authorised user and must not be shared. You are responsible for all activity under your accounts and for keeping credentials secure.
4. Our intellectual property
The Platform and all MAEQ IP are and remain the exclusive property of MAEQ and its licensors, and are protected by copyright, trade secret, trademark, database, and other laws worldwide. Without limitation, MAEQ owns all right, title, and interest in:
- the Platform's software, architecture, and the design, structure, selection, coordination, and arrangement of its features;
- its user interfaces, visual design, layouts, and overall "look and feel";
- its catalog-driven, provider-agnostic orchestration model, workflow and approval mechanisms, data schemas, and configuration formats;
- its advanced and proprietary features and the methods behind them, including the Comparison Lab and other analytical, evaluation, comparison, and orchestration capabilities, which embody MAEQ trade secrets;
- its prompts, templates, and documentation; and
- the MAEQ name, logo, and other brand features (the "Marks"), which you may not use without our prior written consent.
Nothing in these Terms transfers any MAEQ IP to you. As between the parties, MAEQ retains ownership of the Platform and any modifications, improvements, or derivatives of it, regardless of who conceives them.
These rights are protected under, among others, copyright law (in the United States, the Copyright Act, 17 U.S.C. section 101 and following; in the EU, Directive 2001/29/EC, and for the structure of its databases Directive 96/9/EC) and trade-secret law (in the United States, the Defend Trade Secrets Act, 18 U.S.C. section 1836 and following, together with applicable state Uniform Trade Secrets Act statutes; in the EU, the Trade Secrets Directive (EU) 2016/943 and the national laws implementing it).
5. Restrictions and anti-cloning
To protect the Platform, you agree that you will not, and will not permit or assist any person to, do any of the following, in whole or in part:
- Copy or reproduce the Platform, its code, interfaces, designs, "look and feel", documentation, or any MAEQ IP, except for the limited, expressly authorised use in section 3.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, architecture, algorithms, data models, prompts, or trade secrets of the Platform, except to the narrow extent this restriction is prohibited by applicable law.
- Build a competing or similar product. Use the Platform, its Output, its documentation, or any knowledge gained from access to it to design, develop, train, market, or operate any product or service that competes with, replicates, or is substantially derived from the Platform or any of its features.
- Replicate features, UI, or architecture, including by imitating its screens, workflows, orchestration model, approval gates, catalog structure, or overall design and organisation.
- Benchmark for competitive purposes, or disclose performance information, without MAEQ's prior written consent.
- Scrape, crawl, harvest, or systematically extract data, content, structure, or Output from the Platform by any automated or manual means outside documented APIs used as intended.
- Create derivative works of, translate, or modify the Platform or any MAEQ IP.
- Remove, obscure, or alter any proprietary notices, marks, or attributions.
- Rent, lease, sell, sublicense, distribute, host, or provide the Platform as a service to any third party, or otherwise make it available beyond your authorised users.
- Circumvent or interfere with security, access controls, rate limits, tenancy isolation, or usage measurement, or probe or test vulnerabilities without authorisation.
- Misuse the Platform, including uploading unlawful, infringing, or harmful material, transmitting malware, or using it in violation of applicable law or third-party rights.
Ownership of derived and infringing work product
To the maximum extent permitted by applicable law, you hereby assign, and agree to assign, to MAEQ all right, title, and interest, including all intellectual-property rights, in and to any feature, software, model, design, interface, or other work that copies, is derived from, or incorporates the Platform or any MAEQ IP, or that is created through the unauthorised use or misappropriation of MAEQ's Confidential Information or trade secrets, whether created on or outside the Platform (an "Infringing Work Product"). You agree to execute any documents and take any steps MAEQ reasonably requests to perfect and record this assignment. Where an outright assignment is not permitted by law, you grant MAEQ an exclusive, irrevocable, worldwide, royalty-free licence to the Infringing Work Product, and you agree to hold that work product, and any revenue or profit derived from it, on constructive trust for MAEQ. For clarity, this provision reaches only work product that so copies, derives from, or misappropriates MAEQ IP or Confidential Information, and does not claim any right in technology you develop independently without use of MAEQ IP or Confidential Information.
This reflects, in the United States, the derivative-works doctrine under 17 U.S.C. sections 103 and 106(2) (an unlawfully prepared derivative work receives no independent copyright protection) and the constructive-trust, seizure, and injunctive remedies available for trade-secret misappropriation under the Defend Trade Secrets Act, 18 U.S.C. section 1836; and, in the EU, the reproduction and adaptation rights under Directive 2001/29/EC together with the corrective measures, including delivery-up and destruction of infringing goods, under Article 12 of the Trade Secrets Directive (EU) 2016/943.
The restrictions in this section are material to these Terms. The Platform's design, structure, and "look and feel" embody substantial investment and trade secrets, and their unauthorised copying or use would cause harm that money alone cannot fully remedy (see section 15).
6. Confidentiality and trade secrets
The Platform, its non-public features, designs, architecture, prompts, documentation, and roadmap are MAEQ's confidential information and trade secrets. You will protect them with at least reasonable care, use them only as permitted by these Terms, and not disclose them to any third party. This obligation continues for as long as the information remains confidential and, for trade secrets, for as long as they qualify as such under applicable law.
7. Feedback
If you give us suggestions, ideas, or other feedback about the Platform, you assign to MAEQ all right, title, and interest in that feedback, and MAEQ may use it for any purpose without restriction, attribution, or compensation. You waive any moral rights in the feedback to the extent permitted by law.
8. Your content and responsibilities
As between the parties, you retain ownership of Your Content. You grant MAEQ a limited licence to host, process, and transmit Your Content solely to provide, secure, and support the Platform, and as described in our Privacy Policy. You are responsible for Your Content and for having the rights and lawful basis to submit and process it, including any personal data and any data drawn from third-party systems you connect. You must configure and use the Platform, and any connected models and data sources, in compliance with applicable law and those providers' terms. You are responsible for keeping your own copies and backups of any data or Your Content that is important to you.
9. Third-party services and models
The Platform is model- and provider-agnostic and lets you connect third-party models, data stores, and services that you select. Those services are provided by third parties under their own terms, and MAEQ is not responsible for them or for Output generated by third-party models.
AI output and your decisions
The Platform uses artificial intelligence and large language models to generate Output. Output is produced automatically and may be inaccurate, incomplete, out of date, biased, or misleading, and it can vary from one run to the next. Output is provided for information only and is not professional advice of any kind, including legal, financial, tax, accounting, medical, or other regulated advice. You are solely responsible for evaluating and independently verifying Output and for any decision, action, or omission that you or your users make based on it. Because the Platform includes a human-in-the-loop approval step, when a person approves a proposed action you accept responsibility for that action and its consequences. To the maximum extent permitted by law, MAEQ is not liable for any decision made, action taken, or reliance placed on Output, or for any inaccuracy in Output.
10. Beta and evaluation use
Features offered as beta, preview, or evaluation are provided for testing, may change or be withdrawn, and may be less reliable than general-release features. They are provided "as is" and without warranties or service commitments, and additional restrictions or terms may apply.
You acknowledge and agree that the Platform, or parts of it, is currently offered as a live beta. Beta functionality may be unstable, may change or be removed without notice, may contain errors or defects, and may be interrupted, delayed, or unavailable. Downtime and the loss or corruption of data are possible. You use the Platform on this basis and at your own risk, and you are responsible for maintaining your own backups (see section 8). To the maximum extent permitted by law, MAEQ is not liable for any unavailability, interruption, defect, or loss or corruption of data, or for any time, effort, or expense you incur in connection with the beta.
11. Disclaimers
To the maximum extent permitted by law, the Platform and all Output are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. MAEQ does not warrant that the Platform will meet your requirements, be uninterrupted, timely, error-free, or secure, that defects will be corrected, or that Output will be accurate, current, complete, reliable, or fit for any purpose. You assume all risk arising from your use of the Platform and any reliance on Output. Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.
12. Limitation of liability
To the maximum extent permitted by law, and except for the liabilities described in the last paragraph of this section, MAEQ and its suppliers will not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any indirect, incidental, special, consequential, exemplary, or punitive damages; or (b) any loss of profits, revenue, anticipated savings, goodwill, business, or opportunity; any loss, damage to, or corruption of data; loss of use; business interruption; any wasted time, effort, management or staff time, or wasted expenditure; or any loss or damage arising from your reliance on, or any decision, action, or omission based on, Output; in each case even if MAEQ has been advised of the possibility.
Subject to the last paragraph of this section, MAEQ's total aggregate liability for all claims arising out of or relating to the Platform or these Terms will not exceed the greater of the total amounts you paid MAEQ for the Platform in the twelve months before the event giving rise to the claim, or one hundred euros (€100).
Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law. This includes, where applicable, liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, and for gross negligence or wilful misconduct. Because some jurisdictions do not allow certain exclusions or limitations of liability, some of the limitations above may not apply to you; in that case MAEQ's liability is limited to the greatest extent permitted by law.
13. Indemnification
You will defend, indemnify, and hold harmless MAEQ and its affiliates, officers, and staff from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to Your Content, your use of the Platform, your breach of these Terms (including section 5), or your violation of law or third-party rights.
14. Suspension and termination
MAEQ may suspend or terminate your access, in whole or in part, if you breach these Terms, if required by law, or to protect the Platform, its users, or third parties. You may stop using the Platform at any time. On termination, your licence ends immediately and you must cease all use of the Platform and MAEQ IP and, at MAEQ's request, delete or return any MAEQ materials in your possession. Sections that by their nature should survive termination will survive, including sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, and 18.
15. Enforcement and injunctive relief
You acknowledge that a breach or threatened breach of section 4 (Our intellectual property), section 5 (Restrictions and anti-cloning), or section 6 (Confidentiality) may cause MAEQ irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, MAEQ is entitled to seek injunctive and other equitable relief to prevent or stop such a breach, without the need to post a bond where permitted, in addition to any other remedies available at law or in equity.
Investigation and accountability
Where MAEQ reasonably suspects copying, reverse engineering, or other infringement or misappropriation of its advanced features (such as the Comparison Lab), its trade secrets, or these Terms, MAEQ may investigate. That investigation may include processing your account, identity, device, and usage records, and, as further described in our Privacy Policy, your personal data, in order to detect, establish, exercise, and defend legal claims and to identify those responsible. You agree that MAEQ may retain and use that information for those purposes and may pursue all available remedies, hold responsible parties accountable, and recover its losses, the profits attributable to the misconduct, and its reasonable legal costs, to the extent permitted by law.
In the EU, this processing relies on the legitimate interests of MAEQ under Article 6(1)(f) GDPR and, for any special-category data, on Article 9(2)(f) GDPR (processing necessary for legal claims); the right to erasure and the right to object are correspondingly limited under Articles 17(3)(e) and 21 GDPR where processing is necessary to establish, exercise, or defend legal claims. In the United States, such investigation and enforcement support claims under the Defend Trade Secrets Act, 18 U.S.C. section 1836, the Computer Fraud and Abuse Act, 18 U.S.C. section 1030, and the Copyright Act, 17 U.S.C. section 101 and following (including the anti-circumvention provisions of 17 U.S.C. section 1201).
16. Governing law and disputes
These Terms are governed by the laws of the Netherlands, without regard to its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods. The courts of Amsterdam, the Netherlands will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Platform, and you consent to their jurisdiction and venue, except that MAEQ may seek injunctive relief under section 15 in any court of competent jurisdiction.
17. Changes to these Terms
MAEQ may update these Terms from time to time. We will change the "last updated" date above and, for material changes, provide a more prominent notice. Changes take effect when posted (or on the stated effective date), and your continued use of the Platform after that means you accept the revised Terms.
18. General
- Entire agreement. These Terms, together with any applicable order form and our Privacy Policy, are the entire agreement between you and MAEQ regarding the Platform and supersede prior understandings on that subject.
- Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will stay in effect.
- No waiver. A failure to enforce a provision is not a waiver of it.
- Assignment. You may not assign these Terms without MAEQ's prior written consent; MAEQ may assign them in connection with a merger, acquisition, or sale of assets.
- Relationship. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.