EXTRACT AETHER LICENSE AGREEMENT
IMPORTANT INFORMATION – PLEASE READ CAREFULLY
UNLESS YOU AND YOUR ORGANIZATION (THE “CUSTOMER”) HAVE OBTAINED PERMISSION TO USE THE LICENSED SERVICES OF THE PRODUCT EXTRACT AETHER (“THE SERVICES’) UNDER A SEPARATE, DULY SIGNED LICENSE AGREEMENT WITH EXTRACT AI OR FROM AN AUTHORIZED DISTRIBUTOR (THE “PROVIDER”), THE ACCOMPANYING LICENSED SERVICES IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE LICENSED SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS END USER LICENSE AND MAINTENANCE AGREEMENT.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS REFERENCED ABOVE, YOU MAY NOT USE OR COPY THE LICENSED SERVICES AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR SYSTEMS.
1. SCOPE AND KEY TERMS.
This is the Extract Aether License Agreement (this “Agreement”) concerning Customer’s use of the Licensed Services, described below.
1.1 “Authorized User” means an individual party whose legal obligations to protect confidential and proprietary information require protection of the Licensed Services and Confidential Information as set out in this Agreement. For clarity, Customer shall not appoint to a third party any portion of the Services.
1.2“Licensed Period” means the period in days, months or years that an activation key delivered to the Customer by the Provider authorizes Customer to run the Licensed Services.
1.3 “Licensed Services” means:
1.the software and all files comprising the Extract Aether licensed Services;
2.any activation keys and passwords that the Provider delivers to Customer in order to operate such Services and carry out Customer’s evaluation of it;
3.all related user documentation, in written, electronic or other format, which describes the Licensed Services and its operation and which the Provider makes available to its licensed customers for use with the Licensed Services (“Documentation”);
4.all updates and modifications if any during the term.
2.1 Limited Rights.
Subject to Customer’s compliance with the terms and conditions of this Agreement, both Parties agree that the Provider will grant the Customer a nonexclusive, non-transferable license, solely during the Licensed Period, to use and operate the Licensed Services as a user/customer of the Provider. The license granted under this Agreement shall be limited as follows: (a) Customer may use a Licensed Services on no more than one (1) computer owned or controlled by Customer; (b) Customer may use the results of using a licensed Services solely for his own use or internal use of his company. Such results as any derivative Services or applications, such as models, developed or created with the software Services may not be commercialized, copied to third parties or commercialized. (c) Customer may not use the licensed Services with data that have not been sufficiently backed up.
The Licensed Services is the proprietary information of the Provider or its suppliers who retain exclusive title to their intellectual property rights in the Licensed Services. Customer’s rights to the Licensed Services are limited to those expressly granted above and the Provider reserves all rights not expressly granted in this Agreement. The rights granted to Customer above are conditional upon Customer’s compliance with the following obligations:
1. Customer will not copy the Provider’ Licensed Services or documentation, in whole or in part, except as expressly authorized in this Agreement.
2. Customer will not transfer, assign, lease, lend or rent out the Licensed Services or documentation, use them to provide any services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
3. Customer will not disassemble, decompile, reverse engineer, modify or create derivative works of the licensed Services or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.
4. Customer will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the licensed Services as delivered by the provider. Customer will reproduce such notices on all copies Customer is authorized to make of the Licensed Services.
5. Customer will not run or operate the Licensed Services once the License Period expires.
6. When the License Period expires, Customer will delete from its systems all copies of the Licensed Services in all forms and types of media.
7. Customer will ensure that any of its employees with whom Customer shares information about the Licensed Services and Results comply with the obligations set out in this Agreement.
8. Customer’s use of the Licensed Services is time-limited to the Licensed Period, and such use and access may be monitored and regulated through a license management tool. Customer will not install or use the Licensed Services in a manner that circumvents or interferes with the operation of the License management tool or any other technological measure that controls access to the Licensed Services.
Special Terms for Third Party Software. The Licensed Services may contain open source or community source software (“Open Source Software”) provided under separate license terms (the “Open Source License Terms”).
2.3 Feedback and Analytics.
Customer may choose to provide suggestions, data, feedback and other information to Provider regarding possible improvements in the operation, functionality or use of the Licensed Services. Customer hereby grants to Provider, without charge, the right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of (i) improving the operation, functionality or use of its existing and future Services offerings and commercializing such offerings; and (ii) publishing aggregated statistics about software quality.
2.4 Keys and Access.
The Provider agrees to provide Customer all information’s such as personal identification and password which are necessary to permit Customer to gain access to Licensed Services made available during the “Licensed Period” to Customer for the Licensed Services which has been properly licensed to Customer in accordance with this Agreement. Provider reserves the right to ask Customer to connect from time to time to Provider’s software platform to check the validity of the license granted to Customer. Notwithstanding anything to the contrary in this Agreement, Customer hereby acknowledges that Customer shall have no right or license to any software made available to Customer for any software which has not been properly licensed to Customer pursuant to this Agreement, that any such software has been included therein solely as a matter of convenience, and that Customer further agrees not to attempt to gain access to, or permit any third party to attempt to gain access to, such software.
The Provider and Customer warrants that they have the legal rights and authority to enter into this agreement and to perform their obligations under this agreement. The Provider warrants that the “Licensed Services” conform with the provided specification and will include security features reflecting the requirements of good industry practice.
Customer also acknowledges that complex software is never wholly free from defects, errors and bugs or entirely secure; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Software will be wholly free from defects, errors and bugs. If that would be the case, Provider will determine all actions to be taken to remedy such problem and do its best efforts to provide customer with a new version of the “Licensed Services” in a reasonable time frame. The Provider and its suppliers disclaim all other warranties, conditions and representations, expressed, implied or statutory, including those related to fitness for a particular purpose, satisfactory quality, accuracy or completeness of results. The Provider and its suppliers specifically disclaim all implied warranties, conditions and representations arising out of course of dealing, usage or trade.
4. LIMITATION OF LIABILITY
In no event will the Provider and its suppliers be liable to Customer or to any third party for damages of any kind, including without limitation, special, incidental, punitive, indirect or consequential damages (including loss of use, data, business or profits, revenue, goodwill, anticipated savings) or for the cost of procuring substitute Services arising out of this agreement, whether based upon contract, warranty, tort (including negligence), failure of a remedy to accomplish its purpose, strict liability or otherwise, and even if advised of the possibility of such damages. Customer acknowledges that the Provider would not be able to provide the Licensed Services without the limitations set forth in Section 4 herein.
Customer has no right to assign this Agreement. This Agreement is governed by and construed in accordance with the laws of Malaysia. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter and may only be modified by a written agreement signed by both parties.
Should you have any questions concerning this Software License Agreement, or if you desire to contact Extract AI for any reason, please contact by email or mail at the address stipulated in the appropriate section or our website.