This Term End User License Agreement (the “Agreement” or the “License”) is a legal agreement between Semantic AI, Inc. (“SAI”), a Delaware corporation, and the purchaser (“Licensee”) concerning the use of SAI’s knowledge development platform software, including but not limited to the Cortex Enterprise Intelligence PlatformTM (EIP) with additional specialty variant descriptors, including but not limited to those variants presented as “Powered by” with additional descriptor, as applicable, Cortex EdgeTM (formerly marketed as Semantica® Pro), Semantica TeamTM and all SAI- provided data connectors (marketed as a group as Semantica ConnectTM but available individually and in various component combinations), (the “Software”), and the Software’s accompanying written materials that describe the Software’s functionality (the “Documentation”) delivered in accordance with this Agreement. Subject to Licensee’s continued and full compliance with all of the terms and conditions of this Term End User License Agreement, this Agreement grants Licensee a non- transferable, non-exclusive, limited license, without any right to sublicense, to install, execute, and use the specific version of the Software originally acquired for the specific period of time indicated in the Licensee’s purchase order or similar acquisition documentation (the “Term”) in object code format solely for its internal business purposes in accordance with the technical specification documentation provided to Licensee by SAI. At the conclusion of such Term, Licensee may continue use of the Software only by renewed Term License purchase agreement. Without such renewal agreement, Licensee is no longer granted use of the Software upon conclusion of the Term. By installing, copying, downloading, accessing or otherwise using the Software, Licensee agrees to be bound by the terms of this Agreement.
License, Ownership and Copyright
SAI owns the Software. The Software and Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is being licensed to the Licensee subject to the terms and conditions of this Agreement; the Software is not being sold to Licensee. Licensee owns the physical software storage device onto which the Software is originally or subsequently loaded, recorded or fixed, but SAI retains ownership of all copies of the Software itself. All title and intellectual property rights in and to the Software (including but not limited to any source, object and executable code, images, data, animations, video, audio, text and "applets," incorporated into the Software), the accompanying Documentation, and any copies of the Software, are owned by SAI. All rights not expressly granted to Licensee under this Agreement are reserved by SAI. All title and intellectual property rights in and to the content or data which may be accessed through use of the Software are the property rights of the respective content or data owner and may be protected by applicable copyright or other intellectual property laws and treaties. This License Agreement grants Licensee no rights to access or use such content or data. It is the sole responsibility of Licensee to acquire lawful access authorization from the respective content or data owner as required by such content or data owner for all content or data which may be accessed by the Software (see Section 1(e) Data Content below).
End User License Agreement – January 2024
Copying and User Access
Each licensed user copy of the Software may be installed on one Computing System only, with “Computing System” defined as one or more computing devices, whether physical or virtual, designed to operate as a collective system to store and run the Software. Each licensed user copy of the Software may be accessed via no more than one Licensee-operated input/output device of any kind at the same time. Licensee may make archival copies of the Software only, solely for Licensee’s own back-up use, subject to the following restrictions: (i) all archival copies must be treated in the same way as the original by labeling each with the Copyright Notice that is on the original copy of the Software; and (ii) no archival copy may be used for non-archival purposes while any other copy is being used by a different person. Licensee may not sublicense, assign, or transfer the license granted herein without the prior written consent of SAI.
Restrictions
Licensee will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any SAI Software products; (ii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party; (iii) list or otherwise display or copy any code of any SAI Software product; (iv) copy any SAI Software product (or component thereof), develop any improvement, modification or derivative work thereof, or include any portion thereof in any other equipment or item; (v) allow the transfer, transmission (including, without limitation, making available on-line, electronically transmitting, or otherwise communicating, to the public), export, or re-export of any SAI Software product (or any portion thereof) or any SAI technical data; or (vi) perform benchmark tests without the prior written consent of SAI (any results of such permitted benchmark testing shall be deemed Confidential Information of SAI).
Subject to the above restrictions and other terms and conditions of this Agreement, Licensee shall be permitted to develop software that interfaces with SAI’s public Application Programming Interfaces (APIs), provided that Licensee shall not attempt to, or encourage any third party to sell, purchase, rent, lease, sublicense, distribute, transfer, or syndicate such software for other than Licensee’s own internal production use during the Term without prior written approval from SAI. Any such unauthorized use as defined herein shall result in immediate and automatic termination of this License. All the limitations and restrictions on the Software in this Agreement shall also apply to Documentation.
Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Software may include open source components and associated notices and open source or similar licenses from such communities and third parties that govern the use of those portions, and Licensee hereby agrees to be bound by and fully comply with all such licenses, and any licenses granted hereunder shall not alter any duties or obligations Licensee may have under such open source licenses; however, the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all such software in this Software distribution. (Refer to Section 4. (Open Source Software) for additional details.)
Maintenance
Updates. Throughout the Term, SAI will, from time to time, maintain Licensee’s then licensed Software via delivery of the most current commercially available Software
version, release, or update as such version, release or update becomes publicly available (“Maintenance”). Licensee shall continue to receive Maintenance throughout the Term.
Exclusions
Maintenance does not include any products or services other than the delivery of such updated versions of the Software as defined in this Agreement.
Notwithstanding any other provision of this Agreement, Maintenance does not include, and SAI shall not incur any corrective obligations, for any corrective requirements or actions associated with errors or other functionality issues involving SAI-provided data connectors which are associated with non- functioning connections to Licensee-provided or third party-provided data sources resulting from any Licensee or third-party modification(s), or which are otherwise caused by any other Licensee or third-party action(s). For clarity, SAI disclaims, and Licensee accepts, all responsibility for all corrective actions and costs associated with any restorative measures associated with resolving functionality issues involving SAI-provided data connectors which are associated with non- functioning connections to Licensee-provided or third party-provided data sources resulting from any Licensee or third-party modification(s), or which are otherwise caused by any other Licensee or third-party action(s).
Licensee agrees that any time period of Software non-availability or other performance degradation due to non-functioning connections to Licensee- provided or third party-provided data sources resulting from any Licensee or third- party modification(s), or which are otherwise caused by any other Licensee or third-party action(s) is beyond the control of, and shall not be considered to be caused by or the fault of, SAI and shall not be counted against any Software uptime or availability percentage metric which may be tracked.
Data Content
Licensee represents, warrants and covenants to SAI that all content and/or data Licensee accesses in the use of any SAI Software product (“Data Content”) is rightfully and lawfully accessed and stored by Licensee, that Licensee has the right to access, store, integrate or import the Data Content through such SAI Software product use and that such Data Content will continue to be used and stored by Licensee in accordance with applicable rights, laws, regulations and contractual obligations. Licensee further represents and warrants that the Data Content it provides to SAI does not infringe upon or violate any other party’s copyright, trademark, patent, privacy, publicity or other proprietary rights. Licensee, not SAI, remains solely liable and responsible for all Data Content in any form which Licensee accesses and stores in the use of any SAI Software product. Licensee acknowledges that all Data Content that Licensee accesses, stores and/or produces through use of the Software and the conclusions drawn therefrom is accessed and/or produced at Licensee’s own risk, and Licensee will be solely liable and responsible for any damage or losses to any party resulting therefrom.
Warranty Period
SAI warrants that, under normal use and service, the Software will perform substantially in accordance with the Documentation for the period of time encompassed by the Term (the “Warranty Period”). If within such Warranty Period, the Software fails to perform the material functions described in the Documentation, SAI may replace the non-performing Software with Software that has been modified to correct such non-performance without charge in a commercially reasonable amount of time, or, at SAI’s sole option, provide Licensee a prorated refund of the Term License fee actually paid by Licensee for the period during which the Software failed to perform such material functions.
EXCEPT AS EXPRESSLY SET FORTH ABOVE AND AS MAY BE OTHERWISE PROHIBITED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTIES OF ANY KIND AND SAI AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO SAI SOFTWARE PRODUCTS PROVIDED HEREUNDER OR TO THE SUBJECT MATTER OF THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING LIMITATION, SAI DOES NOT WARRANT THAT THE SAI SOFTWARE PRODUCTS OR DOCUMENTATION WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF SAI SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY LICENSEE’S STATE OR JURISDICTION AND FEDERAL OR STATE LAW PROHIBITS DISCLAIMER OF IT, LICENSEE ALSO HAS AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (DURING THE ACTIVE TERM). THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESS WARRANTIES SET FORTH IN THIS LICENSE AGREEMENT. ANY REPLACEMENT SOFTWARE WILL BE WARRANTED FOR THE REMAINDER OF THE THEN CURRENT TERM, AND SAI WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE LICENSEE’S REMEDY WITHIN A COMMERCIALLY REASONABLE TIME.
Exclusions
This warranty excludes errors which cannot be reproduced, which occur in an unsupported hardware and/or system software environment, which are caused by virus, which are associated with non- functioning connections to Licensee-provided or third party-provided data sources resulting from any Licensee or third-party modification(s), or which are otherwise caused by any other Licensee or third- party action(s).
Delivery Media
In the event the delivery of the Software and/or the Documentation to the Licensee is not provided via internet download, SAI warrants that during the Warranty Period the physical software storage device provided by SAI onto which the Software and/or the Documentation is loaded for delivery to the Licensee, including but not limited to compact disks and flash drives (the "Media"), shall be free
from defects in materials and workmanship. If any such defect or deviation appears during the Warranty Period, Licensee may, as Licensee's sole remedy with respect to such defect or deviation, return the Media to SAI for replacement without charge. The warranties set forth in this Section do not cover defects arising from modifications or misuse of the Software, Media or Documentation after receipt by Licensee.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL SEMANTIC AI, INC. BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE, ANY DERIVATIVE PRODUCTS OR ANY SERVICES RELATING TO THIS AGREEMENT REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES AND EVEN IF SEMANTIC AI, INC. OR SEMANTIC AI, INC.'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE AS APPLICABLE TO LICENSEE’S STATE. IN NO EVENT SHALL SEMANTIC AI, INC.'S TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT SEMANTIC AI, INC. RECEIVED FROM LICENSEE FOR USE OF ANY SEMANTIC AI, INC. PRODUCT OR SERVICE DURING THE TERM.
Open Source Software means software or similar subject matter that is distributed under an open source license such as (by way of example only) the Apache License, Mozilla Public License, BSD License, MIT License, Common Public License, any derivative of any of the foregoing licenses, or any other license approved as an open source license by the Open Source Initiative. Licensee acknowledges that certain Software may contain Open Source Software. The Open Source Software contained in any Software, as applicable, may be identified in a list of the Open Source Software (the SAI OSS List) provided to Licensee upon Licensee’s written request to SAI. Any Open Source Software that is delivered to Licensee as part of Software delivered by SAI pursuant to a fully paid purchase agreement by and between SAI and Licensee (SAI Delivered Software), and which may not be taken out of the SAI Delivered Software or used separately from the SAI Delivered Software is covered by the warranty and support provisions applicable to SAI Delivered Software. Licensee acknowledges that specific terms required by the respective licensor of the Open Source Software may apply to the use of Open Source Software and will abide by such terms, which terms shall be included in the SAI OSS List; however, these terms will not: (a) impose any additional restrictions on Licensee’s authorized production use of the SAI Delivered Software, or (b) negate or amend SAI’s responsibilities with respect to SAI Delivered Software.
Licensee agrees to (i) comply with the requirements of the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR) (see http://www.bis.doc.gov) and all applicable
international, national, state, regional and local laws and regulations, including without limitation any applicable import and use restrictions, (ii) not export, or re-export, directly or indirectly, the Software to any country outlined in the EAR, nor to any person or entity on the DOC Denied Persons, Entities and Unverified Lists, the U.S. Department of State's Debarred List, or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity not approved under the EAR, or to any other entity for any military purpose, and (iv) not license, sell, provide or distribute the Software for use in connection with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons.
If any SAI product is licensed by or for any unit or agency of the United States Government, then such product will be classified as "commercial computer software”, as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements, including the Department of Defense ("DoD") FAR Supplement (the "DFARS"). The suite of products comprising the commercially available Software was developed exclusively at private expense. If the Software is supplied for use by DoD, it is restricted computer software delivered subject to the terms of this Agreement and in accordance with DFARS 227.7202-1(a) and 227.7202-3(a) for SAI’s commercial software products. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and FAR 12.212.
This Term End User License Agreement will be governed by the laws of the State of California, without reference to its choice of law rules. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute, claim or controversy arising out of or relating to this License or its breach, termination or validity will be subject to the exclusive jurisdiction and venue of the state courts located in Santa Clara County, California and the federal courts located in the Northern District of California. The parties expressly consent to the jurisdiction of such courts and herewith waive any objection to the jurisdiction of such courts based on any such court being an inconvenient forum. Licensee herewith waives any right to bring an action against SAI as a plaintiff in or member of a class action.
TERM AND TERMINATION; CONFLICT WITH PURCHASE AGREEMENT
This License Agreement, and any updates thereof, shall remain in effect throughout the Term. The terms of the then current formal purchase agreement entered into by Licensee and SAI with regard to the Software and/or the Documentation shall, however, control and take precedence over the terms and conditions set forth in this License Agreement, to the extent that there is a conflict between the terms of the purchase agreement and the terms of this License Agreement.
ENTIRE AGREEMENT
This License Agreement constitutes the entire agreement between the parties and supersedes any and all prior or contemporaneous statements, discussions or agreements between the parties, whether written or oral, regarding the subject matter hereof. SAI reserves the right, at its discretion, to change,
modify, add to or remove portions of this License Agreement by posting the updated License Agreement on SAI’s website. Licensee will be deemed to have accepted such updated License Agreement by continuing to use the Software after such update has been posted.