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| 1 | +ULTRALYTICS ENTERPRISE SOFTWARE LICENSE AGREEMENT |
| 2 | +* Original Agreement v0.6.1 - Updated 21 February 2023 |
| 3 | +* Amendment to Original Agreement v0.10.0 - Updated 12 December 2023 |
| 4 | + |
| 5 | +##### |
| 6 | + |
1 | 7 | ULTRALYTICS ENTERPRISE SOFTWARE LICENSE AGREEMENT
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2 | 8 | v0.6.1 - Updated 21 February 2023
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3 | 9 |
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@@ -101,4 +107,38 @@ Any changes to this Agreement will be by mutual agreement.
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101 | 107 |
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102 | 108 | 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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103 | 109 |
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104 |
| -Executed by Ultralytics Inc. and Neuralmagic, Inc. |
| 110 | +Executed by Ultralytics Inc. and Neuralmagic, Inc., February 24th, 2023 |
| 111 | + |
| 112 | +AMENDMENT TO ENTERPRISE SOFTWARE LICENSE AGREEMENT |
| 113 | +v0.10.0 - Updated 12 Dec 2023 |
| 114 | + |
| 115 | +This Amendment to the Enterprise Software License Agreement (the “Amendment”) is made between Neural Magic (the “Client”, or "Licensee") and Ultralytics Inc. (the |
| 116 | +“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 |
| 117 | +(the “Amendment Effective Date”). This Amendment modifies the Enterprise Software License Agreement originally executed as of February 24th, 2023 with reference number |
| 118 | +U3JNH-333DV-3UGZM-J9JFA (the “Original Agreement”). |
| 119 | + |
| 120 | +WHEREAS, the parties wish to amend the Original Agreement as set forth below; |
| 121 | +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 |
| 122 | +acknowledged, the parties hereto agree as follows: |
| 123 | + |
| 124 | +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: |
| 125 | + “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. |
| 126 | + 1. Licensee will hold the right to use the Software that Company has developed for any purpose, including commercial and for-profit purposes. |
| 127 | + 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 |
| 128 | + or services. |
| 129 | + 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 |
| 130 | + Software mentioned above. |
| 131 | + 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 |
| 132 | + released during the License Term. |
| 133 | + 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 |
| 134 | + 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 |
| 135 | + Ultralytics YOLO models or Software modifications.” |
| 136 | + |
| 137 | +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. |
| 138 | + |
| 139 | +3. Entire Agreement: This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof |
| 140 | +and supersedes all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. |
| 141 | + |
| 142 | +IN WITNESS whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. |
| 143 | + |
| 144 | +Executed by Ultralytics Inc. and Neuralmagic, Inc., December 13th, 2023 |
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