Seldon Alibi License Agreement
SOFTWARE LICENSE AGREEMENT
This Software License Agreement (“Agreement”) is a legally binding contract between you and Seldon Technologies Limited (“Licensor”) regarding your use of the Software (as defined in Section 1). References to “Licensee”, “you”, and “your” refer to the individual, company, or other entity that accepts the Agreement, by downloading or using the Software or otherwise affirmatively accepting the Agreement through another means Licensor offers you. If the Software is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to “Licensee,” “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Software (as defined below) (“Separate Agreement”) prior to the date upon which you accept this Agreement (“Effective Date”), this Agreement will not apply to you and your and the entity’s rights and obligations with respect to the Software will at all times be governed by, and subject to, the Separate Agreement. If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Software. Your use of and our provision of the Software to you, constitutes an Agreement by Licensee and by you to be bound by this Agreement. The parties agree as follows:
- DEFINED TERMS. “Software” means the source code and binaries of Licensor’s Alibi Detect and/or Alibi Explain software solutions, as applicable. “Modifications” means any modifications made to the Software by Licensee. “License Term” means the Initial Term together with any Renewal Term(s) (as each is defined in Section 10).
- LICENSE. Subject to the terms and conditions of this Agreement, including payment of all applicable fees, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license, without right of sublicense, to internally use, modify, and reproduce the Software and Modifications solely for Licensee’s business purposes for serving machine learning models into production in a non-commercial context during the License Term. For the avoidance of doubt, Licensee may not commercialize the Software or incorporate or include the Software into any models, products or services sold, licensed, marketed, or offered for sale or licensing to third-parties without obtaining Licensor’s prior written consent and agreeing to other terms and conditions pertaining to such use of the Software. The rights granted hereunder are subject to Licensor’s confirmation and verification of information Licensee may be required to provide prior to Licensor’s provision of the Software to Licensee. Licensee agrees that any information provided by Licensee is accurate, complete, and not misleading, and that Licensee will immediately notify Licensor of any change, update, or modification to such information. In addition to any available remedies available to Licensor at law or in equity, Licensor may refuse to provide the Software to Licensee (or to suspend or terminate Licensor’s provision thereof, including by terminating this Agreement and refunding pre-paid, unused fees paid by Licensee) if the information Licensee provides gives Licensor a reasonable, good faith basis to believe that the provision of the Software to Licensee (including the processing and/or fulfilment of payment therefor) is detrimental to Licensor’s interests, breaches any term or condition set forth in this Agreement, or that Licensee’s order is otherwise suspicious, fraudulent, or in violation of applicable law (including those relating to fraud and money laundering).
- RESTRICTIONS. Licensee must not sell, lease, license, sublicense, distribute, or otherwise allow any third parties to use the Software or Modifications. Licensee will restrict access to the Software and Modifications to Licensee’s employees that must have access in order for Licensee to use the Software and Modifications as permitted in this Agreement. Licensee will not permit access to the Software or Modifications by any third party. Licensee will be fully responsible for the conduct of any of its employees that breach the terms of this Agreement. Licensee will notify Licensor of any breach of this Agreement or the breach of Licensee’s security under conditions in which it would appear that the Software or Modifications was prejudiced or exposed to loss. Upon the request of Licensor, Licensee will take all reasonable steps to recover any Software or Modifications that are disclosed, stolen, or otherwise compromised.
- OWNERSHIP. The Software and Modifications are licensed, not sold, by Licensor to Licensee. Licensor owns and retains all right, title, and interest, including all intellectual property rights, in and to the Software and Modifications. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Licensee.
- MODIFICATIONS. Licensee hereby assigns all right, title, and interest in and to all Modifications. Licensee will promptly deliver all Modifications to Licensor and notify Licensor of any errors in the Software or Modifications.
- CONFIDENTIALITY. By accepting the Software and Modifications, Licensee acknowledges that Licensee will have access to Licensor’s valuable information that is secret, confidential, and not generally known to the public. In order to protect these trade secrets and the proprietary know-how contained in the Software, Modifications, and Licensor’s data format, Licensee will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) all non-public information disclosed by Licensor to Licensee under this Agreement, and (c) the Software, Modifications, and Licensor’s data format, and all information obtained through Licensee’s use of the Software, Modifications, and Licensor’s data format.
- WARRANTY DISCLAIMER. THE SOFTWARE AND MODIFICATIONS ARE PROVIDED “AS IS.” LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR MODIFICATIONS WILL OPERATE WITHOUT ERROR OR INTERRUPTION. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF LICENSOR ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED £500. IN NO EVENT WILL LICENSOR HAVE LIABILITY FOR ANY INDIRECT, SPECIAL, OR CONSE¬QUEN¬TIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOT¬WITH¬STANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
- TERM; TERMINATION. This Agreement commences on the Effective Date and will continue for one-year (the “Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for additional one-year terms (each, a “Renewal Term”), and any applicable annual Fees shall be payable for such Renewal Term, unless either party provides written notice to the other party of tis intent not to renew at least thirty days prior to the expiration of the Initial Term or then current Renewal Term. This Agreement will automatically terminate without notice if Licensee breaches any provision of this Agreement. Licensor may terminate this Agreement with or without cause by providing Licensee notice. Upon the termination of this Agreement, Licensee will (a) discontinue all use of the Software and Modifications, (b) uninstall the Software and Modifications from its systems, (c) destroy or return to Licensor all copies of the Software, Modifications, and any other materials provided by Licensor to Licensee, and (d) promptly provide Licensor with written confirmation of Licensee’s compliance with these provisions. Sections 4, 5, 6, 7, 8, 9, 10, and 11 will survive termination of this Agreement.
- MISCELLANEOUS. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) provided that each party shall be entitled to enforce any judgement of the courts of England and Wales in the courts of any jurisdiction. Licensee will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Licensor. Licensee will comply in all respects with all U.S. and foreign export and re-export laws and regulations applicable to the Software and Modifications. This is the entire agreement between the parties relating to Licensee’s use of the Software. No waiver or modification of this Agreement will be valid unless contained in a writing signed by each party. Licensee acknowledges that a breach of this Agreement by Licensee may cause irreparable harm to Licensor and that a remedy at law would be inadequate. Therefore, in addition to any remedies available at law, Licensor will be entitled to seek an injunction or other equitable remedies for any breach of this Agreement by Licensee.