Intellectual Property Policy

This Intellectual Property Policy ("IP Policy") forms part of, and is incorporated by reference into, the Prodia Terms of Service. It is governed by the laws of Ireland and, where applicable, the law of the European Union (including Directive (EU) 2016/943 on the protection of undisclosed know-how and business information, Directive 2001/29/EC, Directive 2009/24/EC on the legal protection of computer programs, and Regulation (EU) 2017/1001 on the EU trade mark).

1. Ownership of the Platform

As between the parties, Prodia Systems Ltd ("Prodia") and its licensors own and retain all right, title and interest, including all intellectual property rights, in and to the Service and every component of it, including without limitation:

• the prodia.dev platform, hosted application and user interfaces;
• all source code, object code, binaries, scripts, build artefacts and infrastructure-as-code;
• agent orchestration systems, planners, evaluators, routers and governance components;
• workflows, pipelines, automations and methodologies;
• machine-learning models, fine-tunes, weights, adapters and embeddings developed or curated by Prodia;
• system prompts, prompt libraries, prompt-engineering techniques and evaluation harnesses;
• internal tooling, telemetry systems, datasets and benchmarks;
• documentation, specifications, designs, wireframes, visual identity and branding;
• the name "Prodia", the prodia.dev domain, logos, product names and trade dress;
• all trade secrets and confidential know-how embodied in any of the foregoing.

No right, title or licence is granted by implication, estoppel, exhaustion or otherwise, except for the limited rights expressly granted in the Terms of Service.

2. Restrictions on Use

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

• copy, reproduce, mirror, frame or republish the Service or any part of it;
• reverse engineer, decompile, disassemble or otherwise attempt to derive source code, model weights, prompts or trade secrets, except to the limited extent such restriction is prohibited by Article 6 of Directive 2009/24/EC;
• create derivative works of, modify or translate any part of the Service;
• redistribute, sublicense, lease, lend, sell, assign or otherwise transfer access to the Service or any proprietary component;
• resell, white-label or provide the Service to third parties outside your organisation, except as expressly permitted;
• extract, scrape, crawl, index or harvest data, prompts, outputs, telemetry or other materials from the Service;
• use the Service, or any Output, to develop, train, fine-tune, evaluate or benchmark a product or model that competes with the Service;
• remove, obscure or alter any proprietary notice, mark or label on or in the Service.

3. Confidential Information and Trade Secrets

The following information of Prodia is "Confidential Information" and, where it meets the statutory criteria, constitutes a "trade secret" within the meaning of Article 2(1) of Directive (EU) 2016/943 and the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018):

• internal methodologies, heuristics and decision policies of Prodia agents;
• agent architectures, orchestration graphs and inter-agent protocols;
• workflow definitions, evaluation strategies and falsification logic;
• technical documentation, design documents, runbooks and post-mortems;
• non-public features, roadmap items and pre-release functionality;
• model selection logic, prompt libraries, routing policies and cost models;
• customer lists, pricing, financial information and security controls.

You shall protect such Confidential Information with at least the same degree of care you use for your own confidential information, and in any case no less than a reasonable standard of care, and shall use it solely to receive the benefit of the Service. Unauthorised acquisition, use or disclosure of Prodia trade secrets is unlawful and may give rise to injunctive relief, damages and corrective measures under the 2018 Regulations and Directive (EU) 2016/943.

4. Feedback

If you submit or transmit to Prodia any feedback, suggestions, recommendations, feature requests, ideas, bug reports, evaluations, benchmark results or other input regarding the Service ("Feedback"), you grant Prodia a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, reproduce, modify, distribute, exploit and incorporate such Feedback in any product or service of Prodia, without obligation of attribution, accounting or compensation. You represent that you are entitled to grant this licence and that the Feedback is not subject to any third-party rights that would prevent such use.

5. Open-Source and Third-Party Components

The Service incorporates open-source software and third-party components that are licensed to Prodia and made available to you under their respective licences. Such components are clearly distinct from Prodia's proprietary technology. Nothing in the Terms or this IP Policy alters the rights you have, or the obligations you bear, under the applicable open-source licence with respect to those components. The fact that the Service uses open-source software does not place any proprietary Prodia technology under an open-source licence. On request, Prodia will provide a notice file identifying material open-source components and their licences.

6. Customer Inputs and AI-Generated Output

6.1 Customer Inputs

As between the parties, you retain all right, title and interest in the code, content, data, prompts and instructions you submit to the Service ("Customer Inputs"). You grant Prodia the licence set out in the Terms of Service to host, process and analyse Customer Inputs solely to provide and improve the Service.

6.2 Project-Specific Output

Subject to your compliance with the Terms and to the rights of third parties (including holders of rights in training data and open-source licences), and to the extent such rights are capable of subsisting under applicable law, Prodia assigns to you all of its right, title and interest in the code, content and artefacts generated by the Service specifically for your project on the basis of your Customer Inputs ("Project Output"). Project Output is provided "as is" in accordance with the Terms; nothing in this clause is a warranty of accuracy, non-infringement, originality or fitness for purpose.

6.3 Reservation of Platform Rights

For the avoidance of doubt, Prodia retains exclusive ownership of all underlying software, infrastructure, methodologies, agent systems, models, prompts, workflows, evaluation frameworks and platform technology used to generate Project Output. You receive no rights in any of the foregoing, and Project Output does not include, and shall not be construed to include, any such platform technology.

6.4 Non-Exclusivity of Generations

You acknowledge that generative systems may produce similar or identical Output for different users from different inputs. Subject to clause 6.2, Prodia and other users may independently generate similar Output, and such generation does not infringe your rights.

7. Trade Secret Reservation

Certain aspects of the Service constitute proprietary trade secrets and confidential know-how of Prodia. No licence or ownership rights in such trade secrets or know-how are granted, by implication or otherwise, except as expressly stated in the Terms of Service. The further provisions of our Proprietary Technology & Trade Secrets Notice apply.

8. Trade Marks

"Prodia", "prodia.dev" and the Prodia logos are trade marks of Prodia Systems Ltd. You may not use these marks without our prior written consent, except for nominative fair use to refer to the Service in accordance with applicable trade- mark law.

9. Enforcement and Remedies

You acknowledge that breach of this IP Policy may cause irreparable harm to Prodia for which damages would be an inadequate remedy, and that Prodia shall be entitled to seek injunctive and other equitable relief, in addition to any other remedies available at law or in equity, including under the European Union (Protection of Trade Secrets) Regulations 2018.

10. Governing Law

This IP Policy is governed by the laws of Ireland. The Irish courts have exclusive jurisdiction over any dispute arising out of or relating to this IP Policy, without prejudice to mandatory rules of EU law.