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| 1 | +ULTRALYTICS ENTERPRISE SOFTWARE LICENSE AGREEMENT |
| 2 | +v0.6.1 - Updated 21 February 2023 |
| 3 | + |
| 4 | +This Enterprise Software License Agreement (the “Agreement”) is made between Neuralmagic, Inc., (the “Client”, or "Licensee") and Ultralytics Inc. |
| 5 | +(the “Company”), a Delaware corporation with offices at 3616 Barham BLVD X311, Los Angeles CA 90068 United States, (collectively the “Parties”) as |
| 6 | +of March 1st, 2023 (the “Effective Date”). |
| 7 | + |
| 8 | +1. Definitions. As used in this Agreement, the following terms have the following specific meanings: |
| 9 | + 1. Documentation: the documentation for the Software supplied by Company to assist its
customers in the use of the Software. |
| 10 | + 2. Licensee: (a) the company or other legal entity on behalf of which this Agreement is signed, if
the Agreement is signed on behalf of such an |
| 11 | + entity (e.g., by an employee, independent contractor, or other authorized representative), or (b) if there is no such entity, the individual who |
| 12 | + signs this Agreement. For clarification, “Licensee” refers only to a single, specifically identified legal entity or individual, and does not |
| 13 | + include any subsidiary or affiliate of any such legal entity or individual or any other related person. |
| 14 | + 3. License Term: the period of time in which Licensee shall be entitled to use the Software and Documentation. |
| 15 | + 4. Services: the Software Updates and Support and any Consulting Services provided by the Company pursuant to this Agreement. |
| 16 | + 5. Software: all Ultralytics YOLO source code, trained models, project files and scripts maintained at https://github.com/ultralytics/yolov3, |
| 17 | + https://github.com/ultralytics/yolov5 and https://github.com/ultralytics/ultralytics provided by Company to Licensee hereunder.
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| 18 | + |
| 19 | +2. Right to Use Software. Company grants Licensee a non-exclusive, non-transferable, worldwide license to use the Software, as well as the accompanying |
| 20 | + Documentation. |
| 21 | + 1. Licensee will hold the right to use the Software that Company has developed for any purpose, including commercial and for-profit purposes. |
| 22 | + 2. Licensee's subcontractors, consultants, and vendors will also hold the right to use the Software for purposes of developing or deploying Licensee's |
| 23 | + products or services. |
| 24 | + 3. Licensee will have the ability to make and distribute to its customers and end users an unlimited number of commercial, for-profit products |
| 25 | + containing the Software mentioned above. |
| 26 | + 4. Licensee, and any third party that receives an authorized distribution under Section 2.3, will retain perpetual license rights to Software versions |
| 27 | + and updates released during License Term. |
| 28 | + 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 any |
| 29 | + Ultralytics YOLO models that they train with the Software. Company shall have no rights in or to such Ultralytics YOLO models.
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| 30 | + |
| 31 | +3. Restrictions on Use of Software. Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit any third party to: |
| 32 | + 1. Sublicense, resell, or otherwise transfer the license or any portion thereof to any third party, including but not limited to any subsidiaries |
| 33 | + or the affiliates of Licensee. |
| 34 | + 2. Alter or remove any notices in the Software or within the Documentation included with said Software. All Software included in this source code |
| 35 | + license agreement as well as all Documentation included with said Software is provided in an “as is” condition. |
| 36 | + |
| 37 | +4. Software Updates and Support. Company will provide Licensee access to the Software Updates and Support included during the License Term at no additional fee. |
| 38 | + 1. Updates. Any relevant Updates during the License Term. |
| 39 | + 2. Support. Communication tools to enable Licensee to communicate efficiently with the
Company during the License Term. |
| 40 | + 3. Consulting. Company may provide Consulting Services to Licensee if requested under a
separate agreement. Such services are made available at Company's |
| 41 | + standard time and material charges.
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| 42 | + |
| 43 | +5. Payment Fees. In consideration of the license granted by the Company under this Agreement, Licensee agrees to pay Company a basic fee of [CONFIDENTIAL], |
| 44 | + plus any applicable taxes, for the Software provided under this Agreement. Payment shall be due within thirty (30) days, after which a late fee of one |
| 45 | + and a half percent (1.5%) is applied. |
| 46 | + |
| 47 | +6. Term and Termination. This Agreement will begin on the Effective Date for a period of one (1) year (the “License Term”), and will be automatically renewed |
| 48 | + for one (1) year terms at the then- current fees and your credit card account (or other payment method account) will be charged without further authorization |
| 49 | + from you, absent sixty (60) day written notice of non-renewal prior to the end of the current License Term. |
| 50 | + |
| 51 | +7. Ownership. Ownership of the Software and Documentation, including any copies or modifications of the Software or Documentation (in whole or in part), and |
| 52 | + all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Company and/or its licensors. Company |
| 53 | + reserves all rights not expressly granted by it to Licensee under this Agreement. There are no implied rights. |
| 54 | + |
| 55 | +8. Confidentiality. Company agrees to protect Licensee's confidential information using no less than reasonable care and to avoid disclosure of any confidential |
| 56 | + information. To the extent Company is required by law to disclose Licensee's confidential information, Company make such disclosure, provided Company promptly |
| 57 | + notifies Licensee of such requirement prior to disclosure (to the extent permitted by law), and reasonably cooperates, at Company's expense, regarding Company's |
| 58 | + efforts to avoid and limit disclosure. Upon the reasonable request of Licensee, Company will either return, delete, or destroy all confidential information of |
| 59 | + Licensee and certify the same. |
| 60 | + |
| 61 | +9. Limitation of Liability. Excluding a breach of this Agreement, Either Party shall not be liable to the other Party for any indirect, special or consequential |
| 62 | + damages or lost profits arising out of or related to this Agreement. Each Party’s total, aggregate liability to the other Party arising out of or in connection |
| 63 | + with this Agreement, whether in contract, tort (including negligence) equity or other legal ground, shall not exceed the fees paid or payable by Licensee. |
| 64 | + |
| 65 | +10. Indemnification and Legal Compliance. Company represents and warrants that, to the best of its knowledge, the Software and Documentation provided to Licensee |
| 66 | + hereunder do not infringe any intellectual property rights or other rights of any third party. In the event of any claim, suit, or proceeding against Licensee |
| 67 | + arising out of an alleged infringement of any intellectual property rights or other rights of any third party, Company shall, at its sole expense, defend or settle |
| 68 | + such claim, suit, or proceeding and indemnify and hold harmless Licensee against any damages and costs awarded therein, provided that Licensee promptly notifies |
| 69 | + Company in writing of any such claim, suit, or proceeding and provides reasonable cooperation in the defense thereof. This indemnity shall not apply to any claim |
| 70 | + to the extent it arises from modifications made to the Software or Documentation by Licensee or a third party. |
| 71 | + |
| 72 | + Both Parties agree to defend, indemnify, and hold harmless the other party from and against any and all damages, injunctive relief, claims, judgments, liabilities, |
| 73 | + fines, costs, expenses, penalties, or losses arising out of any third-party claim or action arising out of any breach by that party of any provision of this |
| 74 | + Agreement. This indemnification obligation shall survive the termination or expiration of this Agreement. |
| 75 | + |
| 76 | +11. Assignment. Neither Party may assign this Agreement, or the rights and obligations herein, to any third-party without prior written approval from Company. In the |
| 77 | + event of assignment this Agreement is binding on the parties’ respective successors and assigns. Notwithstanding the foregoing, each Party is permitted to assign |
| 78 | + without consent or notice obligations to any affiliate, or in the event of the sale or merger of all or substantially all of its assets. |
| 79 | + |
| 80 | +12. Severability. If any term, clause or provision herein is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the |
| 81 | + validity or operation of any other term, clause or provision. |
| 82 | + |
| 83 | +13. Status. The parties’ status hereunder is that of independent contractors and not an employee or agent of the other. Each Party is an independent business and |
| 84 | + responsible for their own costs and expenses, including, those relating to federal, state, and local income taxes, unemployment taxes and workers’ compensation, |
| 85 | + liability insurance, and including the filing of all returns and reports and the payment of all assessments, taxes and other sums required of their business. |
| 86 | + |
| 87 | +14. Waiver. The waiver of either Party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, |
| 88 | + limit, or waive such Party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. |
| 89 | + |
| 90 | +15. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware in the United States without |
| 91 | + regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State Court |
| 92 | + located in Delaware. |
| 93 | + |
| 94 | +16. No Limitation. At any time both Parties may contract without limitation with other entities that provide services similar to those to be provided by Company to |
| 95 | + Licensee. |
| 96 | + |
| 97 | +17. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified |
| 98 | + only by a further writing that is duly executed by both parties. |
| 99 | + |
| 100 | +Any changes to this Agreement will be by mutual agreement. |
| 101 | + |
| 102 | +IN WITNESS whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. |
| 103 | + |
| 104 | +Executed by Ultralytics Inc. and Neuralmagic, Inc. |
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