END USER LICENSE AGREEMENT
This G2v2 End User License Agreement (“Agreement”) governs the use of the G2 entity resolution and relationship awareness engine in Object Code format that accompanies this Agreement and that is owned or licensable by Senzing, Inc. (“Licensor”), including any updates that Licensor may choose to provide (“collectively, “Software”), with such use being solely by the person or entity (“you” or “your”) that has agreed with the terms of this Agreement.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE.
YOU HEREBY REPRESENT TO LICENSOR THAT YOU ARE A NATURAL PERSON, YOU ARE OVER EIGHTEEN (18) YEARS OF AGE, THAT YOU MAY LEGALLY ENTER INTO THIS AGREEMENT, AND THAT YOU AGREE WITH ALL THE TERMS OF THIS AGREEMENT.
1. GRANT OF LICENSE.
1.1 Software Packages. When you enter into this Agreement, you have the opportunity to select a particular Software package (“Software Package”) that is designated as “Promotional,” “Evaluation,” “Development” or “Production.” Each Software Package permits a number of data source records (“DSRs”).
1.2 License. Subject to all other terms of this Agreement, Licensor hereby grants you a non-exclusive, non-transferable license (without the right to grant sublicenses) to use the Software solely as follows:
A. Promotional or Evaluation Licenses: (i) solely for the license period designated therein, subject to SECTION 3 (“TERM AND TERMINATION”); (ii) solely for up the number of DSRs designated therein; and (iii) solely for non-productive use. You understand and agree that Promotional and Evaluation Licenses may have automatic timers or “time bombs,” and therefore may automatically cease to function after the end of the corresponding license period. You understand and agree that Promotional and Evaluation Licenses have DSR limiters without any buffer over the permitted DSRs.
B. Development Licenses: (i) solely for the license period designated therein, subject to SECTION 3 (“TERM AND TERMINATION”); (ii) solely for up the number of DSRs designated therein; and (iii) solely for non-productive use in order to integrate and test the Software for future productive use (e.g., in your production environment). You understand and agree that Development Licenses may have automatic timers or “time bombs,” and therefore may automatically cease to function after the end of the corresponding license period, but shall be subject to any corresponding license grace periods providing a margin beyond the permitted time period. You understand and agree that Development Licenses have DSR limiters, but shall be subject to any corresponding license buffer providing a margin over the permitted volume of DSRs.
C. Production Licenses: (i) solely for the license period designated therein, subject to Section 3 (“Term and Termination”); (ii) solely for up the number of DSRs designated therein; and (iii) for any internal productive use or externally-focused products and services, so long as the Software shall be combined with additional material functionality when provided to Your customers (i.e., You shall not use the Software to provide data-matching, data quality, data wrangling or “extract, transform and load” (“ETL”) stand-alone products or services). You understand and agree that this Production license does not include any right to distribute Software, and that in all cases Software must be installed and used solely on hardware owned or controlled by You. You understand and agree that Production Licenses may have automatic timers or “time bombs,” and therefore may automatically cease to function after the end of the corresponding license period, but shall be subject to any corresponding license grace periods providing a margin beyond the permitted time period. You understand and agree that Production Licenses have DSR limiters, but shall be subject to any corresponding license buffer providing a margin over the permitted volume of DSRs.
1.3 License Rights and Restrictions. The license granted in this SECTION 1 (“GRANT OF LICENSE”) is subject to the following: (a) you shall not allow any third party to access, use or copy the Software; (b) you shall not adapt, alter, modify, translate or create derivative works of the Software or documentation, or create any unauthorized copies thereof; (c) you shall not cause or permit reverse assembling, reverse compiling, translating or otherwise trying to discover the Source Code from all or any portion of the Software, except as permitted by the national or regional law of the places where you do business (without the opportunity for contractual waiver), and then only with respect to the particular copy of Object Code incorporated into that Software; (d) you shall not copy any ideas, features, functions or graphics of the Software; (e) you shall not delete, remove or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Software or documentation; and (f) you shall not assign, sublicense, distribute, lease, rent or otherwise transfer the Software in a manner inconsistent with the rights and restrictions set forth herein. You acquire no rights or licenses in the Software except those expressly granted herein. You hereby acknowledge that the Software is the confidential information of Licensor.
1.4 Delivery. Licensor shall deliver the Software to you via download. Software is deemed accepted by you upon delivery, but subject to the warranty provisions of this Agreement.
1.5 Functionality. With respect to any use, you agree to independently confirm that the Software is suitable for use in your business and for your business purposes.
1.6 Third Party Sublicenses. You acknowledge and agree that: (a) the Software may contain material licensed from third party providers (“Providers of Sublicensed Software”) pursuant to one or more sublicense agreements (such materials constituting the “Sublicensed Software”); (b) Software is licensed, and not sold, and neither the Provider of Sublicensed Software nor Licensor passes any title in or to the Sublicensed Software to you; and (c) any warranties provided hereunder are provided solely by Licensor and not by any Provider of Sublicensed Software.
2. LIMITED WARRANTY AND DISCLAIMER.
2.1 Open Source Warranty. Licensor hereby represents and warrants that the Software, as delivered, does not contain any software licensed under an agreement that requires you to do any of the following as a condition of use of the Software itself or of other software incorporated into, derived from or distributed with the Software (each an “OSS Program”): (a) make available any Source Code, Object Code or design information regarding an OSS Program; (b) grant any permission to create modifications to or derivative works of an OSS Program; or (c) grant any royalty-free licenses under your intellectual property rights in and to an OSS Program. Licensor further represents and warrants that it will not, via an Update or otherwise, incorporate any OSS Program into any version of the Software in a manner that is inconsistent with the terms of this Agreement.
2.2 Disclaimer. OTHER THAN AS STATED IN THIS SECTION 2 (“LIMITED WARRANTY AND DISCLAIMER”), THE SOFTWARE AND ALL OTHER ITEMS AND SERVICES ARE PROVIDED STRICTLY “AS IS,” AND LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE SOFTWARE OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. YOU SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER YOU NOR ANY OF YOUR SUBSIDIARIES, AGENTS OR EMPLOYEES SHALL MAKE OR PASS ON, ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION ON BEHALF OF LICENSOR OR ANY PROVIDER OF SUBLICENSED SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR SHALL HAVE NO OBLIGATION TO CORRECT OR ENHANCE THE SOFTWARE, OR TO PROVIDE UPDATES, DOCUMENTATION, MAINTENANCE OR SUPPORT.
3. TERM AND TERMINATION.
3.1 Term. The term of this Agreement (“Term”) shall commence on the date the Software is delivered and shall remain in effect for the period set forth in Subsection 1.1 (“Software Packages”), subject to earlier termination as set forth below.
3.2 Termination for Material Breach. Licensor terminate this Agreement immediately upon written notice for your material breach, which material breach has remained uncured for a period of ten (10) days from the date of delivery of written notice thereof to the breaching party.
3.3 Effect. In the event of any expiration or termination of this Agreement as hereinabove provided, all corresponding licenses granted by Licensor hereunder shall immediately terminate, and you shall immediately return to Licensor all material belonging to Licensor and you shall promptly certify to Licensor in writing that you have done so.
4. LIMITATION OF LIABILITY.
4.1 Statement. OTHER THAN FOR ANY EXCEEDING OF THE SCOPE OF THE LICENSE GRANTED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN FOR ANY EXCEEDING OF THE SCOPE OF THE LICENSE GRANTED HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1000).
4.2 Sublicensed Software. The limitation of liabilities described in the Agreement also applies to any Provider of Sublicensed Software. Each such Provider of Sublicensed Software is an intended third party beneficiary of the Agreement and any rights of indemnification.
5. TAXES. In addition to any other payments due under this Agreement, you agree to pay, and to indemnify and hold Licensor harmless from, any sales, use, excise, import or export, value added or similar tax or duty not based on Licensor’s net income.
6. NO PUBLICITY. Each party agrees that it shall not disclose the existence or terms of this Agreement, nor the nature of the business relationship between the parties, other than as required by law, without the prior, written permission of the other party.
7. SURVIVAL. In the event of any expiration or termination of this Agreement, the provisions of Subsection 1.6 (“Third Party Sublicenses”), Subsection 2.2 (“Disclaimer”), Subsection 3.3 (“Effect”), SECTION 4 (“LIMITATION OF LIABILITY”), SECTION 5 (“TAXES”), SECTION 6 (“NO PUBLICITY”), SECTION 7 (“SURVIVAL”), SECTION 8 (“GENERAL”) and SECTION 9 (“DEFINITIONS”) shall survive and shall continue to bind the parties.
8.1 Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of the United States of America and the State of Delaware without regard to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All claims arising under this Agreement shall be brought in the State and Federal Courts located in Las Vegas, Nevada, and the parties hereby consent to the personal jurisdiction of such courts.
8.2 Attorneys’ Fees. In the event any proceeding or lawsuit is brought by Licensor or you in connection with this Agreement, the prevailing party in such proceeding shall be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.
8.3 Notices. All notices permitted or required under this Agreement shall be emailed with return receipt requested.
8.4 No Agency. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.
8.5 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
8.6 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
8.7 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
8.8 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
8.9 Assignment. Either party may, upon notice, assign this Agreement in whole in the course of any merger, acquisition, sale of equity or assets or similar transaction.
8.10 Entire Agreement. This Agreement completely and exclusively states the agreement of the parties regarding its subject matter. This Agreement supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed on behalf of Licensor and you by their duly authorized representatives. Any purported oral modification of this Agreement shall have no effect.
“DSRs” shall have the meaning assigned to it in Subsection 1.1 (“Software Packages”).
“Object Code” shall mean computer software compiled in binary machine readable form and those associated human readable files that are customarily distributed with executable files, such as user configurable Source Code (e.g., C++ headers, shell scripts), user documentation, notices, and other end-user materials. Object Code does not include the form of computer software that is used by programmers to create or edit software.
“OSS Program” shall have the meaning assigned to it in Subsection 2.1 (“Open Source Warranty”).
“Provider of Sublicensed Software” shall have the meaning assigned to it in Subsection 1.6 (“Third Party Sublicenses”).
“Software” shall have the meaning assigned to it in the first paragraph of this Agreement.
“Software Package” shall have the meaning assigned to it in Subsection 1.1 (“Software Packages”).
“Source Code” shall mean a collection of computer programming statements or declarations written in a human-readable form that does not include software that is in Object Code form.
“Sublicensed Software” shall have the meaning assigned to it in Subsection 1.6 (“Third Party Sublicenses”).
“Term” shall have the meaning assigned to it in SECTION 3 (“TERM AND TERMINATION”).
Please direct any questions or comments about the Software to:
SENZING is a trademark of Senzing, Inc. and may not be used without prior written permission.