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Update LICENSE-ULTRALYTICS (#2090)
* Update LICENSE-ULTRALYTICS Executed December 2023 amendment added * Update LICENSE-ULTRALYTICS
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LICENSE-ULTRALYTICS

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ULTRALYTICS ENTERPRISE SOFTWARE LICENSE AGREEMENT
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* Original Agreement v0.6.1 - Updated 21 February 2023
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* Amendment to Original Agreement v0.10.0 - Updated 12 December 2023
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#####
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ULTRALYTICS ENTERPRISE SOFTWARE LICENSE AGREEMENT
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v0.6.1 - Updated 21 February 2023
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IN WITNESS whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
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Executed by Ultralytics Inc. and Neuralmagic, Inc.
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Executed by Ultralytics Inc. and Neuralmagic, Inc., February 24th, 2023
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AMENDMENT TO ENTERPRISE SOFTWARE LICENSE AGREEMENT
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v0.10.0 - Updated 12 Dec 2023
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This Amendment to the Enterprise Software License Agreement (the “Amendment”) is made between Neural Magic (the “Client”, or "Licensee") and Ultralytics Inc. (the
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“Company”), a Delaware corporation with offices at 3616 Barham BLVD X311, Los Angeles CA 90068 United States, (collectively the “Parties”), as of 12 December 2023
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(the “Amendment Effective Date”). This Amendment modifies the Enterprise Software License Agreement originally executed as of February 24th, 2023 with reference number
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U3JNH-333DV-3UGZM-J9JFA (the “Original Agreement”).
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WHEREAS, the parties wish to amend the Original Agreement as set forth below;
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NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
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acknowledged, the parties hereto agree as follows:
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1. Amendment to Section 2 (Right to Use Software): Section 2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
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“2. Right to Use Software. Company grants Licensee a non-exclusive, non-transferable, worldwide license to use the Software, as well as the accompanying Documentation.
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1. Licensee will hold the right to use the Software that Company has developed for any purpose, including commercial and for-profit purposes.
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2. Licensee's subcontractors, consultants, and vendors will also hold the right to use the Software for purposes of developing or deploying Licensee's products
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or services.
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3. Licensee will have the ability to make and distribute to its customers and end users an unlimited number of commercial, for-profit products containing the
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Software mentioned above.
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4. Licensee, and any third party that receives an authorized distribution under Section 2.3, will retain perpetual license rights to Software versions and updates
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released during the License Term.
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5. Licensee, and any third party that receives an authorized distribution under Section 2.3, shall own all rights, title, and interest in and to Software
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modifications they make and any Ultralytics YOLO models that they train with the modified or unmodified Software. Company shall have no rights in or to such
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Ultralytics YOLO models or Software modifications.”
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2. Effect on the Original Agreement: Except as expressly amended herein, all terms and conditions of the Original Agreement shall remain in full force and effect.
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3. Entire Agreement: This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof
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and supersedes all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.
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IN WITNESS whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
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Executed by Ultralytics Inc. and Neuralmagic, Inc., December 13th, 2023

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