This End User License Agreement (the “EULA”) is a binding legal agreement between Prodigy Intelligence (“Prodigy Intelligence,” “we,” “us,” or “our”) and the individual or entity that downloads, installs, accesses, launches, activates, executes, operates, or otherwise uses any software component of Coyote, including any desktop application, client application, downloadable package, local connector, local agent, device-based utility, embedded code, integration component, exported runtime package, or other software made available by Prodigy Intelligence (collectively, the “Software”).
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO THIS EULA. IF YOU ARE ACCEPTING THIS EULA ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION TO THIS EULA.
This EULA governs the Software components of Coyote. If you also access hosted, web-based, API, or subscription-based services, those services are additionally governed by the applicable Terms of Service, Order Form, privacy documentation, and other applicable terms. In the event of a conflict as to Software-specific matters, this EULA will control; otherwise, the Terms of Service and any applicable Order Form will also apply.
You may use the Software only if you have lawfully obtained it from Prodigy Intelligence or an authorized distribution channel and have valid authorization to use it.
A device, workstation, server, virtual machine, or endpoint that you are permitted to use with the Software under the applicable license scope.
An individual authorized by you to use the Software solely on your behalf and in accordance with this EULA.
Any manuals, release notes, installation guides, technical requirements, and usage materials made available by Prodigy Intelligence for the Software.
The period during which you are authorized to use the Software.
Any software component distributed with the Software that is subject to an open-source or source-available license.
Any file, report, transcript, score, summary, analysis, or other result generated through use of the Software.
All code, executables, installers, object code, local modules, connectors, desktop clients, embedded model interfaces, updates, patches, and related software materials provided by Prodigy Intelligence.
Subject to your compliance with this EULA and payment of all applicable fees, Prodigy Intelligence grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the License Term to install and use the Software in object-code form only, solely: (a) for your internal business or otherwise expressly authorized lawful purposes; (b) on Authorized Devices under your control; (c) by Authorized Users acting on your behalf; and (d) strictly in accordance with the Documentation, usage limits, and any applicable Order Form.
The Software is licensed, not sold. No title to or ownership of the Software or any related intellectual property is transferred to you.
Unless expressly authorized in writing: (a) the Software may not be shared across unaffiliated entities; (b) each Authorized User must have a valid license or be covered by a valid organizational license; (c) server-side, hosted, enterprise-wide, or multi-tenant deployment requires express authorization; and (d) any use exceeding licensed device, seat, environment, instance, or throughput limits is prohibited.
You may make one reasonable archival backup copy of the Software solely for disaster recovery purposes, provided all proprietary notices are preserved and the backup is not used concurrently for production use.
You will not, and will not permit any third party to: (a) copy, reproduce, distribute, publish, or disclose the Software except as expressly permitted; (b) modify, adapt, translate, port, or create derivative works of the Software; (c) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or access source code, source models, architecture, prompts, embedded instructions, rules, logic, or design elements, except solely to the limited extent such restriction is prohibited by non-waivable law; (d) remove, alter, obscure, or bypass proprietary notices, license controls, feature controls, security controls, or technical limitations; (e) rent, lease, lend, sublicense, resell, assign, distribute, or otherwise transfer the Software to any third party; (f) host, operate, expose, or make the Software available on a service bureau, managed service, SaaS, or commercial hosting basis without express written authorization; (g) use the Software to build, train, fine-tune, benchmark, validate, calibrate, or improve any competing software, model, service, classifier, or dataset; (h) extract prompts, system behavior, latent representations, model outputs at scale, or other proprietary patterns for competitive analysis or substitution; (i) circumvent copy protection, license management, activation mechanisms, telemetry controls, or update controls; (j) use the Software in connection with unlawful surveillance, unconsented recording, unlawful monitoring, discriminatory profiling, or prohibited investigative activity; (k) conduct penetration testing, security testing, or vulnerability research against the Software without Prodigy Intelligence’s prior written permission; or (l) use the Software in any manner that violates law, regulation, third-party rights, or this EULA.
Except as expressly permitted in Section 3.4, you may not make copies of the Software, including copies embedded in images, templates, shared drives, deployment packages, or other environments, except as necessary for authorized installation and backup.
You are responsible for controlling access to Authorized Devices, preventing unauthorized copying or use, and ensuring all Authorized Users comply with this EULA.
Prodigy Intelligence may provide updates, patches, hotfixes, upgrades, security releases, bug fixes, or replacement versions of the Software (“Updates”). Unless accompanied by separate terms, Updates are part of the Software and governed by this EULA.
The Software may automatically connect to Prodigy Intelligence systems or designated update services to validate licenses, refresh configurations, obtain Updates, or transmit operational telemetry. You consent to such communications and functionality.
Prodigy Intelligence may require installation of certain Updates for security, interoperability, legal compliance, performance, or continued functionality. Failure to install required Updates may result in degraded performance, loss of compatibility, suspension, or termination of the license.
Prodigy Intelligence may discontinue support, maintenance, or compatibility for prior versions at any time.
Any support, maintenance, implementation, or service levels relating to the Software are limited to what is expressly stated in an applicable Order Form or support policy.
Unless expressly agreed in writing, Prodigy Intelligence has no obligation to provide installation support, configuration assistance, training, maintenance, corrections, upgrades, or modifications.
The Software may include Open Source Components. Such components are governed by their applicable open-source licenses, not this EULA, solely to the extent required by those licenses.
Third-party software, libraries, codecs, or runtime elements distributed with or used by the Software may be subject to additional notices, terms, restrictions, or attribution requirements.
Prodigy Intelligence does not assume obligations greater than those required under the applicable third-party or open-source license for those components.
You are solely responsible for all content, data, files, recordings, transcripts, prompts, metadata, and other materials processed through the Software.
You represent and warrant that you have obtained all rights, permissions, notices, waivers, and consents required to use the Software with any text, audio, video, transcript, voice, likeness, workplace, interview, communications, or personal data that you submit or process.
You may not use the Software or any Output as the sole basis for hiring, firing, promotion, discipline, law enforcement, criminal accusation, immigration action, insurance determination, academic penalty, healthcare decision, mental health determination, public-sector action, or any other high-impact or legally significant decision.
The Software may generate probabilistic or inferential Outputs only. It does not determine or prove truthfulness, deception, honesty, credibility, guilt, innocence, compliance, or intent as a matter of fact.
Outputs may be inaccurate, incomplete, biased, offensive, misleading, or hallucinated. Human review by qualified personnel is required before any reliance or downstream use.
Prodigy Intelligence and its licensors retain all right, title, and interest in and to the Software, Documentation, Updates, interfaces, analytics, telemetry, workflows, methods, trade secrets, and all related intellectual property rights.
If you provide suggestions, ideas, comments, or other Feedback regarding the Software, Prodigy Intelligence may use that Feedback without restriction or obligation.
To the extent permitted by law and any applicable written agreement, Prodigy Intelligence may collect and use installation data, device data, diagnostics, performance data, crash reports, usage telemetry, and de-identified or aggregated information derived from use of the Software for licensing, support, security, analytics, and product improvement purposes.
The Software may include license verification, activation, call-home, anti-tamper, or usage-measurement functionality. You will not interfere with or disable such functionality except as expressly permitted in writing.
Upon reasonable request, you will provide information reasonably necessary to verify compliance with this EULA, including number of installations, Authorized Users, deployment environments, and usage scope.
If Prodigy Intelligence reasonably believes you are using the Software beyond the licensed scope or in breach of this EULA, Prodigy Intelligence may require a written certification of compliance and, for enterprise customers, may conduct or have an independent auditor conduct a reasonable audit during normal business hours upon reasonable advance notice. You will cooperate with such audit. If the audit reveals under-licensing, unauthorized deployment, or material breach, you will promptly pay all applicable fees, true-up amounts, and reasonable audit costs, without limiting Prodigy Intelligence’s other remedies.
The Software and Documentation are “commercial computer software” and “commercial computer software documentation” provided with only those rights granted under this EULA. Any use by the U.S. Government is subject to applicable restrictions under relevant federal regulations.
This EULA commences upon first download, installation, access, or use of the Software and continues until terminated.
Prodigy Intelligence may terminate this EULA or suspend the Software license immediately if: (a) you breach this EULA; (b) you fail to pay applicable fees; (c) your license expires; (d) use of the Software creates security, legal, operational, or reputational risk; (e) continued licensing becomes unlawful; or (f) Prodigy Intelligence discontinues the Software.
You may terminate this EULA by ceasing all use of the Software and uninstalling or destroying all copies in your possession or control, but no termination by you will entitle you to a refund unless required by law or expressly agreed in writing.
Upon termination or expiration, all licenses granted under this EULA immediately terminate, and you must immediately stop using the Software.
You must promptly uninstall, delete, and destroy all copies of the Software, including backup copies, except to the extent retention is required by law.
After termination, the Software may cease functioning, and Prodigy Intelligence may disable license keys, access tokens, updates, integrations, or related functionality.
Termination does not affect accrued payment obligations, liability for prior breach, or any rights or remedies that by their nature survive.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, OUTPUTS, UPDATES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.
PRODIGY INTELLIGENCE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, QUIET ENJOYMENT, AND THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
PRODIGY INTELLIGENCE DOES NOT WARRANT THAT THE SOFTWARE CAN DETECT DECEPTION, DETERMINE TRUTHFULNESS, PRODUCE FACTUALLY CORRECT OR COMPLETE OUTPUTS, OR GENERATE OUTPUTS THAT ARE ADMISSIBLE, SCIENTIFICALLY VALIDATED, REGULATOR-APPROVED, OR SUITABLE FOR ANY PARTICULAR INVESTIGATIVE, EMPLOYMENT, FORENSIC, LEGAL, COMPLIANCE, OR SECURITY PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRODIGY INTELLIGENCE AND ITS LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF DATA, GOODWILL, PROFITS, REVENUE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS EULA.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PRODIGY INTELLIGENCE AND ITS LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID FOR THE APPLICABLE SOFTWARE LICENSE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
You will defend, indemnify, and hold harmless Prodigy Intelligence and its affiliates, licensors, suppliers, and service providers from and against any claims, losses, liabilities, damages, fines, penalties, judgments, settlements, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) your installation or use of the Software; (b) your breach of this EULA; (c) your unauthorized copying, distribution, hosting, or deployment of the Software; (d) your violation of law or third-party rights; (e) your failure to obtain required permissions or consents for data processed through the Software; (f) any unlawful upload, recording, monitoring, surveillance, employment misuse, regulatory violation, privacy violation, or biometric-related claim arising from your use of the Software; or (g) your reliance on Outputs or use of Outputs in high-risk or prohibited contexts.
You will not download, export, re-export, transfer, or use the Software in violation of export controls, sanctions laws, or other trade restrictions. You represent and warrant that you are not a restricted party and are not located in a prohibited jurisdiction.
This EULA is governed by the laws of the State of Delaware, U.S.A., without regard to conflict of laws principles.
Except for claims for injunctive relief protecting intellectual property, Confidential Information, or security interests, any dispute arising out of or relating to this EULA or the Software will be resolved by confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Wilmington, Delaware, before a single arbitrator.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, MASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING RELATING TO THIS EULA OR THE SOFTWARE.
You acknowledge that unauthorized use, copying, reverse engineering, disclosure, or misuse of the Software may cause irreparable harm to Prodigy Intelligence for which monetary damages may be inadequate. Prodigy Intelligence may seek injunctive or equitable relief in any court of competent jurisdiction without posting bond.
You may not assign or transfer this EULA without Prodigy Intelligence’s prior written consent. Prodigy Intelligence may assign this EULA without restriction.
This EULA, together with any applicable Order Form and the Terms of Service to the extent applicable, constitutes the entire agreement regarding the Software.
If any provision of this EULA is held unenforceable, the remaining provisions will remain in full force and effect.
No waiver of any provision of this EULA will be effective unless in writing and signed by an authorized representative of Prodigy Intelligence.
Sections concerning ownership, restrictions, disclaimers, liability limitations, indemnification, dispute resolution, audit, and all provisions that by their nature should survive will survive termination.
For Software-related legal notices, license inquiries, or support inquiries, contact Prodigy Intelligence through the official channels made available at prodigyintel.com or through the applicable account, support, or enterprise portal.