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LICENSE-ULTRALYTICS
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LICENSE-ULTRALYTICS
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ULTRALYTICS ENTERPRISE SOFTWARE LICENSE AGREEMENT
* Original Agreement v0.6.1 - Updated 21 February 2023
* Amendment to Original Agreement v0.10.0 - Updated 12 December 2023
#####
ULTRALYTICS ENTERPRISE SOFTWARE LICENSE AGREEMENT
v0.6.1 - Updated 21 February 2023
This Enterprise Software License Agreement (the “Agreement”) is made between Neuralmagic, Inc., (the “Client”, or "Licensee") and Ultralytics Inc.
(the “Company”), a Delaware corporation with offices at 3616 Barham BLVD X311, Los Angeles CA 90068 United States, (collectively the “Parties”) as
of March 1st, 2023 (the “Effective Date”).
1. Definitions. As used in this Agreement, the following terms have the following specific meanings:
1. Documentation: the documentation for the Software supplied by Company to assist its
customers in the use of the Software.
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
entity (e.g., by an employee, independent contractor, or other authorized representative), or (b) if there is no such entity, the individual who
signs this Agreement. For clarification, “Licensee” refers only to a single, specifically identified legal entity or individual, and does not
include any subsidiary or affiliate of any such legal entity or individual or any other related person.
3. License Term: the period of time in which Licensee shall be entitled to use the Software and Documentation.
4. Services: the Software Updates and Support and any Consulting Services provided by the Company pursuant to this Agreement.
5. Software: all Ultralytics YOLO source code, trained models, project files and scripts maintained at https://github.com/ultralytics/yolov3,
https://github.com/ultralytics/yolov5 and https://github.com/ultralytics/ultralytics provided by Company to Licensee hereunder.
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.
1. Licensee will hold the right to use the Software that Company has developed for any purpose, including commercial and for-profit purposes.
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 or services.
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 Software mentioned above.
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 released during License Term.
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
Ultralytics YOLO models that they train with the Software. Company shall have no rights in or to such Ultralytics YOLO models.
3. Restrictions on Use of Software. Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit any third party to:
1. Sublicense, resell, or otherwise transfer the license or any portion thereof to any third party, including but not limited to any subsidiaries
or the affiliates of Licensee.
2. Alter or remove any notices in the Software or within the Documentation included with said Software. All Software included in this source code
license agreement as well as all Documentation included with said Software is provided in an “as is” condition.
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.
1. Updates. Any relevant Updates during the License Term.
2. Support. Communication tools to enable Licensee to communicate efficiently with the
Company during the License Term.
3. Consulting. Company may provide Consulting Services to Licensee if requested under a
separate agreement. Such services are made available at Company's
standard time and material charges.
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],
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
and a half percent (1.5%) is applied.
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
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
from you, absent sixty (60) day written notice of non-renewal prior to the end of the current License Term.
7. Ownership. Ownership of the Software and Documentation, including any copies or modifications of the Software or Documentation (in whole or in part), and
all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Company and/or its licensors. Company
reserves all rights not expressly granted by it to Licensee under this Agreement. There are no implied rights.
8. Confidentiality. Company agrees to protect Licensee's confidential information using no less than reasonable care and to avoid disclosure of any confidential
information. To the extent Company is required by law to disclose Licensee's confidential information, Company make such disclosure, provided Company promptly
notifies Licensee of such requirement prior to disclosure (to the extent permitted by law), and reasonably cooperates, at Company's expense, regarding Company's
efforts to avoid and limit disclosure. Upon the reasonable request of Licensee, Company will either return, delete, or destroy all confidential information of
Licensee and certify the same.
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
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
with this Agreement, whether in contract, tort (including negligence) equity or other legal ground, shall not exceed the fees paid or payable by Licensee.
10. Indemnification and Legal Compliance. Company represents and warrants that, to the best of its knowledge, the Software and Documentation provided to Licensee
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
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
such claim, suit, or proceeding and indemnify and hold harmless Licensee against any damages and costs awarded therein, provided that Licensee promptly notifies
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
to the extent it arises from modifications made to the Software or Documentation by Licensee or a third party.
Both Parties agree to defend, indemnify, and hold harmless the other party from and against any and all damages, injunctive relief, claims, judgments, liabilities,
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
Agreement. This indemnification obligation shall survive the termination or expiration of this Agreement.
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
event of assignment this Agreement is binding on the parties’ respective successors and assigns. Notwithstanding the foregoing, each Party is permitted to assign
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.
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
validity or operation of any other term, clause or provision.
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
responsible for their own costs and expenses, including, those relating to federal, state, and local income taxes, unemployment taxes and workers’ compensation,
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.
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,
limit, or waive such Party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
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
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
located in Delaware.
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
Licensee.
17. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified
only by a further writing that is duly executed by both parties.
Any changes to this Agreement will be by mutual agreement.
IN WITNESS whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
Executed by Ultralytics Inc. and Neuralmagic, Inc., February 24th, 2023
AMENDMENT TO ENTERPRISE SOFTWARE LICENSE AGREEMENT
v0.10.0 - Updated 12 Dec 2023
This Amendment to the Enterprise Software License Agreement (the “Amendment”) is made between Neural Magic (the “Client”, or "Licensee") and Ultralytics Inc. (the
“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
(the “Amendment Effective Date”). This Amendment modifies the Enterprise Software License Agreement originally executed as of February 24th, 2023 with reference number
U3JNH-333DV-3UGZM-J9JFA (the “Original Agreement”).
WHEREAS, the parties wish to amend the Original Agreement as set forth below;
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
acknowledged, the parties hereto agree as follows:
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:
“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.
1. Licensee will hold the right to use the Software that Company has developed for any purpose, including commercial and for-profit purposes.
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
or services.
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
Software mentioned above.
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
released during the License Term.
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
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
Ultralytics YOLO models or Software modifications.”
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.
3. Entire Agreement: This Amendment, together with the Original Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.
IN WITNESS whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
Executed by Ultralytics Inc. and Neuralmagic, Inc., December 13th, 2023