sāf.ai -- Cybernetic Engram Filesystem
END USER LICENSE AGREEMENT
NOTICE: BY CLICKING "I AGREE", ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE (AS DEFINED BELOW), YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") WITH SĀF.AI, INC. ("SĀF.AI"). IF YOU HAVE SPECIFIED IN CONNECTION WITH THE REGISTRATION PROCESS FOR THE SOFTWARE THAT YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, YOU REPRESENT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ORGANIZATION AND THAT YOU CONCLUDE THE AGREEMENT ON BEHALF OF SUCH ORGANIZATION. AS USED HEREIN, THE TERMS "YOU" AND "LICENSEE" SHALL REFER, JOINTLY AND SEVERALLY, TO YOU INDIVIDUALLY AND ANY ORGANIZATION ON WHOSE BEHALF YOU ACT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, CLICK THE "CANCEL", "NO", "CLOSE WINDOW" BUTTON, OR THE BUTTON WITH EQUIVALENT FUNCTIONALITY, AND MAKE NO FURTHER USE OF THE SOFTWARE.
- "Base Version" shall mean a version of the Software that is subject to the Trial Period and to a per-usage cost after the end of the Trial Period.
- "CEFS" shall mean sāf.ai Cybernetic Engram File System.
- "Community Edition" shall mean a version of the Software that is free to use up to a specified data limit.
- "Software" shall mean collectively the Community Edition and the Base Version of sāf.ai's software and the media and Documentation provided by sāf.ai to Licensee. The Software will be provided in object form only.
- "Documentation" shall mean the printed or online written reference material furnished to Licensee in conjunction with the Software, including, without limitation, instructions, and end user guides.
- "Intellectual Property Rights" shall mean all intellectual property rights, including, without limitation, patent, copyright, trademark, and trade secret, recognized in any jurisdiction worldwide, whether perfected or not, and any similar and other proprietary rights.
- "Open Source Software" means code that is provided with the Software and identified as open source code or otherwise as being subject to open source license terms.
- "Updates" shall mean a modification, error correction, bug fix, new release, or other update to or for the Software.
- "Trial Period" shall mean a 30-day period from the date that Licensee installs a Base Version of the Software. Licensee may register and provide payment information for the Base Version at any time during the Trial Period, which action will end the Trial Period.
LICENSE GRANT, USE AND OWNERSHIP
License. Subject to the terms and conditions of this Agreement, sāf ai grants to Licensee a non-exclusive, royalty-free, non-transferable, non-assignable license (without the right to sublicense) to use the Software in accordance with the Documentation
i. solely for personal use if Licensee is an individual, or
ii. solely for internal business purposes if Licensee is a company or some other type of organization.
Updates. sāf.ai may provide Updates to the software from time to time. Any Updates installed by Licensee are subject to the terms and conditions of this License.
Restrictions. Licensee shall not disclose, provide, or disseminate in any manner the Software (including the Documentation) or Confidential Information to any third party, including but not limited to its partners, affiliates or subsidiaries. Except to the extent contrary to any applicable laws, Licensee will not, and will not permit any third party to, sublicense, rent, copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any portion of the Software or accompanying Documentation
Ownership. This Agreement is not an agreement of sale, and sāf.ai shall own and retain all right, title and interest in and to the Intellectual Property Rights in the Software and Documentation and any derivative works thereof, subject only to the license expressly set forth in Section 2(a) hereof. Except as expressly granted in the License, Licensee does not acquire any other rights, express or implied, in the Software, and ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO SĀF.AI.
No Support Services. sāf.ai is under no obligation to support the Software in any manner or to provide any Updates to Licensee. In the event sāf.ai, in its sole discretion, supplies any Update to Licensee, the Update shall be deemed Software under this Agreement and shall be subject to the terms and conditions of this Agreement.
Third-Party Software. The Software may enable a computer to run multiple instances of third-party guest operating systems AND application programs. Licensee acknowledges that Licensee is responsible for obtaining any licenses necessary to operate any third-party software, including guest operating systems and application programs.
Open Source Software. Except Sections 6, 7, and 8, the terms and conditions of this Agreement shall not apply to any Open Source Software accompanying the Software. Any such Open Source Software is provided under the terms of the applicable open source license agreement or copyright notice accompanying such Open Source Software or included in the open source licenses file accompanying the Software. sāf.ai neither enlarges nor curtails Licensee's rights or obligations defined by any applicable open source license.
USAGE FEES AND PAYMENT.
The Community Edition is free to use up to the data limit specified in the Documentation or during the registration process.
The Base Version is free to use during the Trial Period. After the expiration of the Trial Period, or if Licensee registers for payment for the Base Version at any time during the Trial Period, the Base Version is subject to a usage fee-per-unit-data as indicated during the registration process. sāf.ai reserves the right to change the usage fee upon notice to you, and you may accept such changed usage fee or you may cease use of the Software at your discretion.
Licensee agrees to pay sāf.ai any fees for use of the Software as agreed to by Licensee during the registration process.
TERM AND TERMINATION.
Licensee's rights to use the Software shall continue until terminated in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, Licensee's use of the Software shall at all times be subject to the Usage Fees and Payment terms set forth in Section 3.
Without prejudice to Licensee's payment obligations, Licensee may terminate Licensee's license at any time by uninstalling the Software.
sāf.ai may terminate Licensee's license if Licensee materially breaches this Agreement and Licensee fails to cure the breach within thirty (30) days of receiving sāf.ai's notice of the breach.
Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will destroy or render practically inaccessible, the Software, Documentation, and all other tangible items in Licensee's possession or control that contain Confidential Information. The rights and obligations of the parties set forth in Sections 2, 3, 5, 6, 7 and 8 shall survive termination or expiration of this Agreement for any reason.
"Confidential Information" shall mean the Software, all information regarding the Software (including any trade secrets, know-how, inventions, techniques, processes, and algorithms embodied in the Software), Documentation, any Updates, sāf.ai products, product road-maps, and other technical, business, financial and product development plans, forecasts and strategies, and other information provided by sāf.ai to Licensee under this Agreement, whether disclosed orally, in writing, or by examination or inspection, other than information that Licensee can demonstrate:
i. was already known to Licensee, other than under an obligation of confidentiality, at the time of disclosure;
ii. was generally available in the public domain at the time of disclosure to Licensee;
iii. became generally available in the public domain after disclosure other than through any act or omission of Licensee;
iv. was subsequently lawfully disclosed to Licensee by a third party without any obligation of confidentiality; or (v) was independently developed by Licensee without use of or reference to any information or materials disclosed by sāf.ai or its suppliers.
Licensee shall not disclose any Confidential Information to any third party except as expressly provided in this Agreement, and shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of Confidential Information.
If Licensee wishes to disclose to sāf.ai any information under the Agreement that Licensee considers proprietary or confidential to Licensee ("Licensee Information"), then Licensee agrees such disclosure will be governed by a separate non-disclosure agreement ("NDA") by and between the parties.
If Licensee is required to disclose Confidential Information by applicable law or court order, Licensee shall notify sāf.ai of the required disclosure promptly in writing and shall cooperate with sāf.ai in any lawful action to contest or limit the scope of the required disclosure. Licensee shall not use any Confidential Information for any purpose other than as expressly authorized under this Agreement. In no event shall Licensee use the Software or any Confidential Information to develop, manufacture, market, sell, or distribute any product or service, including any sāf.ai products except as expressly set forth in this Agreement.
Licensee acknowledges that damages due to Licensee's improper disclosure of Confidential Information may cause irreparable harm and that monetary damages would be inadequate to compensate sāf.ai for any breach of this Agreement. The parties agree that sāf.ai shall be entitled to relief both at law and in equity, including injunctive relief and specific performance, in the event of any non-permitted disclosure or threatened non-permitted disclosure without proof of any actual or special damages and without the requirement that sāf.ai post a bond or other surety in connection with any such injunctive relief. Licensee acknowledges and agrees that any breach or threatened breach of the confidentiality provisions of this Agreement would be a material breach of this Agreement.
LIMITED WARRANTY AND DISCLAIMER. sāf.ai warrants that for a period of ninety (90) days from installation the Software will perform substantially in accordance with the Documentation ("Warranty"). Licensee's exclusive remedy and sāf.ai's entire obligation liability for any breach of the Warrantee is to repair or replace the software or refund to Licensee the price Licensee paid for the Software if a repair or replacement of the Software would, in sāf.ai's opinion, be unreasonable. The Warranty is conditioned upon Licensee providing sāf.ai with prompt written notice of the failure of the Software to perform substantially in accordance with the Documentation.
The Warranty shall not apply if (i) the Software is not used in accordance with the Documentation or this Agreement; (ii) any part of the Software has been modified by any entity other than sāf.ai; or (iii) a malfunction in the Software has been caused by any equipment or software not supplied by sāf.ai.
EXCEPT FOR THE WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" AND WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, SĀF.AI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SOFTWARE AND DISCLAIMS ALL OTHER OBLIGATIONS AND LIABILITIES, OR EXPRESS OR IMPLIED WARRANTIES REGARDING THE SOFTWARE, INCLUDING the IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. SĀF.AI MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE AS TO THE SOFTWARE'S USE OR PERFORMANCE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL-SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS.
THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED FOR USE IN OR WITH HIGH-RISK SYSTEMS REQUIRING FAILSAFE PERFORMANCE, SUCH AS THE OPERATION OF NUCLEAR FACILITIES, VEHICLE NAVIGATION OR COMMUNICATION SYSTEMS, LIFE-SUPPORT SYSTEMS, OR OTHER SYSTEMS IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. SĀF.AI HAS NO RESPONSIBILITY FOR, AND LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS SĀF.AI FROM, ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE, OR EXPENSES (INCLUDING ATTORNEYS FEES) ARISING FROM OR IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE ON OR IN A HIGH-RISK SYSTEM.
LIMITATION OF LIABILITY. FOR THE BASE VERSION, EACH PARTY'S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS UNDER OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS PAID OR PAYABLE BY LICENSEE TO SĀF.AI IN THE SIX (6) MONTHS PRIOR TO THE CLAIM. FOR THE COMMUNITY EDITION, EACH PARTY'S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS UNDER OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100 USD). TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSEE OR SĀF.AI OR ITS LICENSORS HAVE LIABILITY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, TORT, STATUTE, CONTRACT OR OTHER), EVEN IF SĀF.AI AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES ACKNOWLEDGE THAT THE VARIOUS CONSIDERATIONS DUE TO SĀF.AI IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WERE TAKEN INTO ACCOUNT IN DETERMINING THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 6. LICENSEE ACKNOWLEDGES AND AGREES THIS LIMITATION IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT SĀF.AI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
Licensee shall indemnify and defend sāf.ai and its officers, directors, employees, contractors, agents, and affiliates against all claims, liabilities, and expenses, including court costs and reasonable attorney fees, as a result of or in connection with
i) Licensee's failure to obtain any consent, authorization, or license required for sāf.ai's use or handling of data, software, materials, systems, networks, or the technology provided by Licensee;
ii) Licensee's use of the Software in a manner not expressly permitted by this Agreement including any manner inconsistent with the Documentation;
iii) any violation by Licensee of applicable laws; and
iv) any reasonable costs and attorney fees required for sāf.ai to respond to a subpoena, court order, or other official government inquiry regarding Licensee's use of the Software.
sāf.ai shall indemnify and defend Licensee against third party claims asserted against Licensee in a suit or action for direct patent infringement, direct copyright infringement, or direct trade secret misappropriation.
Notwithstanding anything to the contrary in this Agreement, sāf.ai shall not indemnify or defend Licensee for claims asserted, in whole or in part, against
i) technology, designs, or requirements given by Licensee to sāf.ai, or
ii) any modification to the Software made by anyone other than sāf.ai.
sāf.ai may, at its sole discretion and at its own expense, with respect to any Software that is subject to a claim
i) procure Licensee with the right to continue using the Software;
ii) replace the Software with a non-infringing version of the Software; or
iii) modify the Software so that it becomes non-infringing.
Promptly upon learning of any claim for which indemnification is sought from the indemnifying party, the indemnified party shall notify the indemnifying party of such claim and shall furnish to the indemnifying party all information known and reasonably available to the indemnified party related to such claim; provided that any failure to comply with the provisions of this clause shall not relieve the indemnifying party of its indemnification obligations except to the extent such failure shall have adversely prejudiced the indemnifying party. Through counsel of its own choosing, the indemnified party has the right to participate in (but not control the defense of) any proceeding in which it is being indemnified under this Agreement, but in such event the indemnified party will be solely responsible for paying the legal fees and expenses for its own counsel. The indemnifying party will, however, continue to be solely responsible for all other expenses relating to the action, including legal fees and expenses of the counsel it selects to defend the claims. The indemnifying party shall not take any action, which unreasonably exposes the indemnified party to a risk of damages, which would not be covered by such indemnity, and may not settle any matter without the prior written consent of the indemnified party, which shall not be unreasonably withheld, conditioned or delayed.
- Governing Law, Injunctive Relief and Legal Costs.
- Choice of Law; Choice of Forum. This Agreement and any dispute arising out of or related to this Agreement or the Software ("Dispute") will be governed by the laws of the State of Maryland, without regard to its choice of law principles. The United Nations Convention for the International Sale of Goods shall not apply. Any legal action or proceeding with respect to this Agreement shall be brought in the state or federal courts of the State of Maryland.
- Injunctive Relief. Either party may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). Also, the provisions of this Section 9(a) may be enforced by any court of competent jurisdiction.
- Export Regulations. The Software is of United States origin and is provided subject to the U.S. Export Administration Regulations. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, you represent and warrant that i) you are not, and are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of, Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; ii) you are not, and are not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and iii) you will not use the Software for, and will not permit the Software to be used for, any purposes prohibited by law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. U.S. Export Control Classification Numbers (ECCN's) may be found at sāf.ai documents page: https://www.saf.ai/docs/export-control.
- Modification Waiver. This is the entire agreement between the parties relating to the subject matter hereof and to the fullest extent permitted by law, all other terms, representations, negotiations, arrangements or understandings are rejected. This Agreement supersedes and replaces any other agreements, representations, negotiations, arrangements or understandings between the parties and Licensee hereby waives any form requirements that may be contained in previous agreements and agrees that this Agreement shall take precedent with respect to its subject matter. No party has entered into this Agreement relying on any representations made by or on behalf of the other, other than those expressly made in this Agreement. No waiver or modification of this Agreement shall be valid unless in writing signed by each party specifying the provision to be waived. A party's failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time.
- Language of Contract. The parties have required that this Agreement and all documents relating thereto be drawn up in English, and that notwithstanding the existence of a translation of this Agreement into any other language, the English language version of this Agreement shall control.
- Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
- Waivers. Any waiver of these terms must be in writing and signed by the waiving party to be effective.
- Force Majeure. Neither party shall be liable for any delay or failure in performance arising out of acts or events beyond its reasonable control, including natural disasters, labor disputes, embargoes, requirements imposed by Government regulation, civil or military authorities, judicial decisions, acts of God or by the public enemy.
- Log Files. You acknowledge that correspondence and log files generated in conjunction with a request for support services may contain sensitive, confidential or personal information. You are solely responsible for taking the steps necessary to protect such data, including obfuscating the logs or otherwise guarding such information prior to sending it to sāf.ai.
- Independent Parties. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, contractor, employment, or agency relationship between the parties. This Agreement is not intended to create third-party beneficiary of any kind.
- Notices. Any notice given under or in relation to this Agreement must be in writing, signed by or on behalf of the party giving it, and addressed to the saf.ai Head-Quarters address as specified on our website at https://saf.ai/contact-us; or to Licensee, at the contact information Licensee provided when registering for the Software. Notices will be considered delivered when received if delivered by hand with receipt; the next business day after sending it by pre-paid, nationally-recognized, overnight air courier with tracking capabilities; or five (5) business days after being sent by registered or certified airmail, return receipt required, postage prepaid, to the address mentioned above.
- Assignment. Licensee shall not and cannot assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise without the prior written consent of sāf.ai. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
- Governing Law, Injunctive Relief and Legal Costs.
If you have any questions about this Agreement, please direct all correspondence to: sāf.ai, Inc. 7200 Wisconsin Avenue, Suite 302, Bethesda, MD 20814, United States of America.
Last Updated: July 2020.