Tokto AI – IP Protection Addendum
Version 1.0 – Last Updated: January 2025
Copyright © 2025 Tokto AI Ltd.

This IP Protection Addendum (“Addendum”) supplements the Tokto AI On-Prem Software License Agreement (“EULA”) between Tokto AI Ltd. (“Tokto AI”) and the customer identified in the applicable order (“Customer”).

If there is any conflict between this Addendum and the EULA with respect to intellectual property, the terms of this Addendum control.

1. Definitions

1.1 “Software” means the Tokto AI On-Prem binaries, configuration templates, routing logic, and any associated client libraries or user interfaces provided by Tokto AI for on-prem installation.

1.2 “Confidential Information” includes the Software, source code (if provided), internal APIs, routing strategies, prompt-engineering logic, system prompts, and any non-public technical or business information of Tokto AI.

1.3 “Models” means any AI, ML, LLM, or other inference or decision-making systems incorporated into or available through the Software, including model selection, orchestration, and routing behavior.

2. IP Ownership and Reservation of Rights

2.1 Tokto AI retains all right, title, and interest in and to the Software, Models, documentation, and all derivatives or improvements thereof, whether created by Tokto AI alone or in collaboration with Customer.

2.2 Customer receives only the limited license rights expressly granted in the EULA and this Addendum. All other rights are reserved by Tokto AI.

3. Prohibited Uses

Customer shall not, and shall not permit any third party to:

3.1 use the Software or its outputs to develop, train, fine-tune, or improve any competing product or model;

3.2 use the Software to benchmark, compare, or publicly report performance of Tokto AI versus any third-party products without Tokto AI’s prior written consent;

3.3 disclose internal performance metrics, latency, throughput, routing behavior, or system prompts to any third party other than as required by law;

3.4 decompile, disassemble, or otherwise attempt to derive the source code, hidden configuration, or internal routing logic of the Software, except to the limited extent expressly permitted by applicable mandatory law;

3.5 remove, obscure, or alter any proprietary notices or identifiers in the Software or its documentation.

4. Redistributon and Hosting

4.1 Customer may not redistribute, resell, rent, lease, host as a service, or otherwise make the Software available to third parties, except:

  (a) to wholly-owned affiliates under the same corporate control, or
  (b) with Tokto AI’s prior written consent in a separate agreement.

4.2 Any permitted affiliate use must remain subject to this Addendum and the EULA. Customer is responsible for all affiliate compliance.

5. Access Control and Security

5.1 Customer shall restrict access to the Software to users who require such access for internal business purposes and who are bound by confidentiality obligations no less protective than those in the EULA and this Addendum.

5.2 Customer shall implement reasonable technical and organizational measures to protect the Software from unauthorized access, copying, or exfiltration.

5.3 If Customer becomes aware of any unauthorized disclosure or use of the Software, Customer shall promptly notify Tokto AI and cooperate in any remediation efforts.

6. Feedback and Improvements

6.1 Customer may provide Tokto AI with feedback, suggestions, or ideas regarding the Software (“Feedback”).

6.2 Tokto AI may freely use, modify, and incorporate Feedback into its products and services without obligation or payment to Customer. Feedback does not grant Customer any rights in the Software.

7. Diagnostics and Telemetry (if enabled)

7.1 If Customer enables any optional telemetry, logs, or diagnostics sharing with Tokto AI, Customer grants Tokto AI a non-exclusive, worldwide license to use such data solely to maintain, support, and improve the Software and related services.

7.2 Tokto AI will not use telemetry to identify Customer’s own models, prompts, or proprietary data, except as necessary to provide support or as required by law.

8. Survival

Sections 2–5 and 8 of this Addendum survive any termination of the EULA or this Addendum.

9. Governing Law

This Addendum is governed by the same law and jurisdiction as set forth in the EULA.

END OF IP PROTECTION ADDENDUM