End User License Agreement
End User License Agreement
PLEASE READ THESE LICENCE TERMS CAREFULLY
This Licence is a legal agreement between you (the “User” or “you”) and Zerve AI Limited of Rosemount House, Cashel Road, Cahir, Co Tipperary, E21EE39, Ireland (the “Licensor”, “us” or “we”) on behalf of ourselves, our affiliates and our third party licensors for the Licensed Material, as more particularly set out in the Description. The terms of this Licence apply to the use of Licensed Material made available to you on behalf of an entity for or to which you provide services under the Agreement.
The Licensed Material is comprised of copyrighted work and it may also be protected under other applicable intellectual property laws. We license use of the Licensed Material to you on the basis of this Licence. We do not sell the Licensed Material to you. We remain the owners of the Licensed Material, including the Platform and the Software, and any copies of the Platform and/or Software, regardless of the form in which these copies may exist, at all times.
REQUIREMENTS
Use of the Licensed Material that the user accesses the software or platform via a modern internet browser that is supported by the internet browser’s author.
LICENCE ACCEPTANCE/REJECTION PROCEDURE
By clicking on the acceptance button which follows this Licence, you indicate acceptance of this Licence and the terms set out herein. Such acceptance is either on your own behalf or on behalf of any Corporate User. You should therefore read this Licence carefully before clicking on the acceptance button. If you do not accept these terms and conditions, you will not be able to access the Licensed Material.
NOW IT IS AGREED as follows:
GRANT AND SCOPE OF LICENCE, Open source, UPDATES AND UPGRADES
In consideration of you agreeing to abide by the terms of this Licence, the Licensor grants to you a non-exclusive, non-transferable, revocable licence to use the Licensed Material on the terms of this Licence for the number of period of time agreed between Licensee and us in the Agreement until terminated in accordance with this Licence.
You may use the Licensed Material for your internal business purposes only in the following manner:
as may be agreed between the Licensee and us in the Agreement, by either: (i) a single user; (ii) such number of concurrent users agreed between the Licensee and us in the Agreement; or (iii) unlimited users;
as may be agreed between Licensee and us in the Agreement, on either: (i) a single platform; (ii) multiple platforms; or (iii) all platforms; and
as may be otherwise set out in the Order Form (as defined in the Agreement).
The Licensed Material may contain or be provided with components subject to third party open-source software and/or platform licenses (“OSS”). A list of current OSS is provided at Zerve AI OSS. To the extent necessary, the license accompanying the OSS shall apply in lieu of the terms of this Licence solely in respect of such OSS.
We may update the Licensed Material, provided that the Licensed Material shall always match the description of it that we provided to you before you/the Licensee paid for access to it.
Restrictions
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
to use the Licensed Material in the cloud-hosted environment only for the purposes for which the Licensed Material was supplied, being data science, AI and Machine Learning model creation, maintenance and deployment, amongst other related activities, for normal and legal business purposes;
not to copy the Licensed Material, except where such copying is incidental to normal use of the Licensed Material;
not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Licensed Material nor permit the Licensed Material or any part of it to be combined with, or become incorporated in, any other programs;
not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Licensed Material nor attempt to do any such things, except to the extent that (by virtue of Section 81(1) of the Copyright and Related Rights Act 2000) such actions constitute a Permitted Objective, and provided that the information obtained by you during such activities:
is used only for the Permitted Objective;
is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
is not used to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it;
not to use the Licensed Material to cause damage or injury to any person or property or to attempt to gain unauthorised access to any digital content, software, systems or networks owned or licensed by any third party;
not to use the Licensed Material for any illegal activity or for facilitating any illegal activity;
not to use the Licensed Material in any manner that is:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
in a manner that is otherwise illegal or causes damage or injury to any person or property;
not to vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Licensed Material;
to keep any copies of the Licensed Material secure and to maintain accurate and up-to-date records of the number and locations of all such copies of the Licensed Material;
to include our copyright notice on all entire and partial copies of the Licensed Material in any form;
not to provide, or otherwise make available, the Licensed Material in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
not to allow any other person to access the Licensed Material via any account set up in your name and/or on your behalf;
and to comply with all applicable technology control or export laws and regulations.
For the purposes of Clause 2.1(1), "use of the Licensed Material" means accessing the Licensed Material in whatever manner is provided for in the Agreement or otherwise facilitated by the Licensor.
You acknowledge that you are solely responsible for ensuring that your use of the Licensed Material does not infringe this Licence and we shall not be obliged to concern ourselves with your use of the Licensed Material; however, we reserve the right, without liability or prejudice to its other rights, to disable your access if we become aware of any use of any breach of the provisions of this Clause.
You agree that
you shall not tamper with, bypass or alter the security features of the Licensed Material to circumvent any technical licensing protections for any reason, including but not limited to aiming to discover the underlying source code;
you shall not access all or any part of the Licensed Material in order to build a product or service which competes with the Licensed Material,
you shall not use the Licensed Material to provide services to third parties, save as permitted under the Agreement;
you shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Licensed Material available to any third party; and
you shall not attempt to obtain, or assist third parties in obtaining access to the Licensed Material other than as provided under this Clause 2.
The rights provided under this Clause 2 are granted to you, the User, only.
You shall indemnify and keep us indemnified on demand from and against any Losses which we may suffer or incur as a result of your breach of Clause 2.1 and from and against any and all Losses of any nature whatsoever arising from any third-party claim that may be asserted against or suffered by us and which relate to any use by you of the Licensed Material.
Intellectual Property Rights
You acknowledge that all intellectual property rights in the Licensed Material throughout the world belong to us, that rights in the Licensed Material are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Licensed Material other than the right to use the Licensed Material in accordance with the terms of this Licence.
You acknowledge that you have no right to have access to the Licensed Material in source code form.
This Clause 2 is without prejudice to any provisions in the Agreement relating to intellectual property rights in the Customer Output.
No Warranties
We do not warrant that your use of the Licensed Material will be uninterrupted or error-free; or that the Licensed Material and/or the Customer Output will meet your requirements; or that the Licensed Material is free of security vulnerabilities. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that your use of the Licensed Material may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
We do not warrant or make any representation regarding the use of the Licensed Material, the Customer Output or the results of such use in terms of correctness, accuracy, reliability or otherwise.
You accept responsibility for the selection of the Licensed Material to achieve its intended results and acknowledge that the Licensed Material has not been developed to meet your individual requirements. You acknowledge that it is therefore your responsibility to ensure that the facilities and functions of the Licensed Material meet your requirements.
Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained from the Licensed Material, including the Customer Output.
The Licensor offers no guarantee that the Licensed Material or the Customer Output shall meet your requirements or specifications;
The Licensor accepts no liability for any losses caused to, suffered by or incurred by you or any third party directly or indirectly as a result of any use of the Licensed Material and/or the Customer Output by you.
You acknowledge and agree that no professional advice is being offered by the Licensor, whether as part of the Licensed Material or the Client Output.
We shall have no responsibility or liability for:
any defect or fault if the defect or fault in the Licensed Material results from you having altered or modified, or having attempted to alter or modify, the Licensed Material or any other element of the Zerve AI Solution;
any defect or fault if the defect or fault in the Licensed Material results from you having used the Licensed Material in breach of the terms of this Licence;
any use of the Licensed Material for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by us;
any use of the Licensed Material otherwise than by way of specified or suitably configured equipment;
or any use of the Licensed Material otherwise than on a platform or in a manner for which it was intended.
All other limitations as to liability and otherwise as are or may be set out in the Agreement shall apply equally to your use of the Licensed Material under the terms of this Licence.
All other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into this Licence, whether by statute, common law or otherwise, are hereby specifically and unreservedly excluded to the fullest extent permitted by law, and this exclusion includes, but is not limited to, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
The rights referred to in Clause 4.10 may vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the above limitations and exclusions may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the above limitations and exclusions shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer are not affected.
Liability
Nothing in this Agreement shall exclude or limit our liability to you:
under the tort of deceit;
for death or personal injury caused by our negligence or wilful misconduct;
orc. any other liability to the extent that, under applicable law, it cannot be excluded or limited.
Subject to the above Clause 5.1, we shall not be liable to you in contract, tort or otherwise for any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data (whether or not such loss or damage was foreseen, foreseeable, known or otherwise) or any indirect or consequential loss howsoever caused whether arising out of, or in connection with, or in relation to or otherwise out of or in connection with or in relation to this Licence or any transaction or matter contemplated by it.
Subject to Clause 5.1, our total liability in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation or otherwise out of or in connection with or in relation to this Licence or any transaction or matter contemplated by it shall be limited to the price paid by you or the Licensee to us (exclusive of value added tax) in respect of access to the Licensed Material. This limitation of liability has effect in relation both to any liability expressly provided for under this Licence and to any liability arising by reason of the invalidity or unenforceability of any term of this Licence.
Neither party to this Licence shall be liable to the other in contract, tort (including, without limitation, negligence) nor otherwise for any failure or delay in the performance of any of its obligations under this Licence which is caused by any event or circumstances beyond its control.
Nothing in this Licence shall or shall be deemed to relieve either party of any common law duty to mitigate any loss or damage incurred by it.
Termination
This License is effective:
for the period of time agreed between the Licensee and us in the Agreement;
until terminated by you at any time by rejecting the terms of this Licence or otherwise irrevocably forfeiting your rights of access to the Licensed Material;
or until otherwise terminated in accordance with the terms of this Licence.
We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
Upon termination for any reason:
all rights granted to you under this Licence shall cease;
you must cease all activities authorised by this Licence;
and you must immediately cease access to the Licensed Material from all computer equipment in your possession or otherwise accessible to you and immediately destroy or return to us (at our option) any copies of the Licensed Material then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
Communications Between Us
If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email to [email protected]. We will confirm receipt of this by contacting you in by email.
If we have to contact you or give you notice in writing, we will do so by email to the address you provide or confirm to us.
Other Important Terms
We may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
You may only sub-license, assign or novate the benefit or burden of this Licence in whole or in part, transfer your rights or your obligations under this Licence to another person or otherwise deal in any other manner with any or all of its rights and obligations under this Licence if we agree in writing.
You shall have sole responsibility for the accuracy and quality of the data inputted by you into the Platform/Software as part of your use of the Licensed Materials.
You acknowledge that the Licensor may, but is not obliged to, actively monitor the use of the Licensed Material (including by way of third-party monitoring software) in order to detect possible malicious or abusive uses, guarantee the security and integrity of our users, as well as the quality of our services and to help guide our future development. All such monitoring shall be conducted in compliance with applicable data protection law.
Each of the provisions of these terms operates separately. If the whole or any part of a provision of this Licence is or becomes illegal, invalid or unenforceable, that will not affect the legality, validity or enforceability of the remainder of the provision in question or any other provision of this Licence.
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
You recognise that printed form purchase orders, invoices and other commonly used form documents relating to the performance of any obligations hereunder may contain terms which conflict with one or more terms of this Licence. In case of any such conflict, the relevant terms of this Licence shall prevail. In the case of any conflict between a term of this Licence and a term of the Agreement, the terms of this Licence shall prevail as between us and you.
This licence and any non-contractual obligations arising out of or in connection with it are governed by the laws of Ireland (excluding Northern Ireland) and you can bring legal proceedings in respect of the products in the Irish courts.
The express terms of this Licence constitute the sole and entire agreement between the parties in relation to the grant of the licence to the Software and supersedes all prior written and oral arrangements, understandings, representations, warranties and agreements between them in that regard (if any). Each party acknowledges that with respect to the licence to the Software it is not relying, and will not seek to rely, on any arrangement, understanding, representation, warranty, agreement, term or condition which is not expressly set out in this Licence.
Interpretation
In this Licence, the following definitions shall apply:
“Agreement” means the agreement for the provision of the Zerve AI Solution to the Licensee, including terms and conditions of supply applicable to the Zerve AI Solution, as set out in an agreement between the Licensee and the Licensor;
“Corporate User” means any corporate entity which employs the User or which the User represents (and which may include the Licensee), and in this Licence 'you' includes both the reader and any Corporate User;
“Description” means any document provided by the Licensor to the Licensee from time to time that details the specification of the Zerve AI Solution, elements of which are to be licenced under the terms of this Licence;
“Licence” means this licence agreement;
“Licensed Material” means the specific elements of the Zerve AI Solution licensed to the Licensee under the terms and subject to the conditions of the Agreement;
“Licensee” means the customer of the Licensor and with which/whom the Licensor has entered into the Agreement;
“Losses” means any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses);
“Permitted Objective” means actions which cannot be prohibited because they are necessary to decompile the Licensed Material to obtain the information necessary to create an independent program that can be operated with the Licensed Material or with another program;
“Platform” means the Licensor’s proprietary platform as a service and development suite, used by Licensor both as part of and to provide the Zerve AI Solution and that enables customers, including the Licensee and the User, to develop products that leverage the Software, and any modifications, derivative works, patches, upgrades, and updates to any of the foregoing as may be implemented by Licensor at any time and at its sole discretion, and as more particularly set out in the Description;
“Software” means all of the Licensor proprietary software (in a managed cloud-hosted environment), any third-party software, application protocol interfaces and models or algorithms, provided or made as a service, and any modifications, derivative works, patches, upgrades, and updates to any of the foregoing as may be implemented by the Licensor at any time and at its sole discretion;
“Zerve AI Solution” means the Software and the Platform, as well as any services provided by the Licensor to the Licensee in conjunction with the Software and the Platform.
In this Licence, unless the contrary intention is stated, a reference to:
the singular shall include the plural and vice versa;
either gender includes the other and the neuter, and vice versa;
a person shall be construed as a reference to any individual, firm or company, corporation, governmental entity or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing;
a person includes that person’s legal personal representatives, successors and permitted assigns;
time shall be construed by reference to whatever time may from time to time be in force in Ireland;
any agreement, document or instrument is to the same as amended, novated, modified, supplemented or replaced from time to time;
‘this Licence’ mean the Clauses of this Licence, all of which shall be read as one document;
a clause or other provision is a reference to a clause or provision of this Licence, and any reference to a sub provision is, unless otherwise stated, a reference to a sub provision of the provision in which the reference appears;
‘including’ means comprising, but not by way of limitation to any class, list or category; and
‘writing’ shall include a reference to any electronic mode of representing or reproducing words in visible form.
If any ambiguity or question of intent or interpretation arises, this Licence shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favouring or disfavouring any party by virtue of the authorship of any of the provisions of this Licence.
Headings are to be ignored in the construction of this Licence.
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