ULTRALYTICS TERMS OF SERVICE FOR ENTERPRISE SOFTWARE LICENSES
This Enterprise Software License Agreement (the "Agreement") is made between the Licensee (the "Client", or "Licensee") and Ultralytics Inc. (the "Company"), a Delaware corporation with offices at 5001 Judicial Way, Frederick, MD 21703 United States, (each a "Party" and collectively the “Parties”) as of the Effective Date. The Effective Date of this Agreement shall be the date on which the Licensee accepts the terms and conditions or the date of placing the purchase order, whichever occurs first.
By purchasing an Enterprise License and agreeing to these Terms of Service, the Licensee acknowledges that they have read, understood, and agree to be bound by the Ultralytics Terms of Service for Enterprise Software Licenses in their entirety. These Terms govern the Licensee's access to and use of the Company's software and services.
As used in this Agreement, the following terms have the following specific meanings:
Company grants Licensee a non-exclusive, non-transferable license to use the Software, as well as the accompanying Documentation, during the License Term.
Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit any third party to:
Except as otherwise set forth in this Agreement, all Software included in this Agreement as well as all Documentation included with said Software is provided in an “as is” condition.
Company will provide Licensee access to the Software updates and Support during the License Term at no additional fee:
In consideration of the license granted by the Company under this Agreement, Licensee agrees to pay the Company the Annual Fee, plus any applicable taxes, for the Software provided under this Agreement. The Annual Fee will be decided sixty (60) days before each renewal date, as specified in the Definitions section. Payment shall be due within thirty (30) days of the Effective Date. After this period, a late fee of one and a half percent (1.5%) is applied.
This Agreement will begin on the Effective Date for a period of one (1) year, and will be automatically renewed for one (1) year terms (the initial term and all renewal terms collectively being the “License Term”) and charged the Annual Fee, unless either Party provides a written notice of non-renewal at least forty-five (45) days before the end of the current License Term. Licensee’s credit card account (or other payment method account) will be charged without further authorization from Licensee, absent the aforementioned written notice of non-renewal. Notwithstanding the foregoing, the Company reserves the right to terminate this Agreement at any time if the Licensee fails to comply with any of the terms and conditions of this Agreement, and such failure is not cured within thirty (30) days of receipt of written notice from the Company.
In the event that the Licensee does not renew the license upon the termination or expiration of this Agreement, the following provisions shall apply:
Ownership of the Software and Documentation, including all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Company. Licensee retains ownership of any custom versions or modifications of the Software made by Licensee, as well as any custom trained Models created by Licensee using the Software. Company reserves all rights not expressly granted by it to Licensee under this Agreement. There are no implied rights.
Parties agree to protect each other's confidential information using no less than reasonable care and to avoid disclosure of any confidential information. To the extent either Party is required by law to disclose the other Party's confidential information, the disclosing Party shall make such disclosure, provided that it promptly notifies the other Party of such requirement prior to disclosure (to the extent permitted by law), and reasonably cooperates, at its own expense, regarding efforts to avoid and limit disclosure. Upon the reasonable request of either Party, the other Party will either return, delete, or destroy all confidential information of the requesting Party and certify the same.
To the extent permitted by applicable law, in no event shall either Party be liable for any indirect, special, incidental, consequential or punitive damages or lost profits, loss of use, loss of business or loss of revenue arising out of or related to this Agreement. Each Party’s total, aggregate liability to the other Party for all claims, including indemnification obligations, 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 by Licensee under this Agreement during the twelve (12) month period immediately preceding the date on which the cause of action arose. The limitations of liability set forth in this Section shall not apply to cases of gross negligence, willful misconduct, or direct damages arising from a breach of any of the Sections Payment Fees, Confidentiality and Rights and Restrictions on Use of Software, or any other exceptions as required by applicable law.
Company represents and warrants that, to the best of its knowledge, the Software and Documentation provided to Licensee hereunder do not directly infringe any intellectual property rights of any third party. In the event of any justified claim, suit, or proceeding against Licensee arising out of an infringement of any intellectual property rights of any third party by the Software or Documentation, Company shall, at its sole expense, defend or settle such claim, suit, or proceeding and indemnify and hold harmless Licensee against any actual damages and costs (including reasonable attorney fees) awarded therein, provided that Licensee promptly notifies Company in writing, provides reasonable cooperation in the defense, and grants Company sole control over defense and settlement. Failure to notify promptly shall relieve Company of its indemnification obligations to the extent such failure prejudices Company’s ability to defend the claim.
This indemnity shall not apply to any claim to the extent it arises from modifications made to the Software, combinations of the Software with any other product, software, hardware, data, or service not provided by Company, Licensee’s failure to implement updates or patches provided by Company, Licensee’s failure to follow instructions within the Software and/or Documentation or Licensee’s use of the Software beyond the scope authorized in this Agreement, including but not limited to improper, unauthorized, or unlawful use. Licensee agrees to defend, indemnify, and hold harmless Company 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 Licensee of any provision of this Agreement. This indemnification obligation shall survive the termination or expiration of this Agreement.
Neither Party may assign this Agreement, or the rights and obligations herein, to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. 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 of all or substantially all of its assets, merger, acquisition, corporate reorganization, change of control, or other similar transaction involving such Party (regardless of whether or not such Party is the surviving entity).
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.
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.
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.
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.
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.
Licensee agrees to provide one written testimonial detailing the benefits and impact of using the Company’s Software, and grants Company the right to use Licensee’s name, logo, trademarks, and testimonials on the Company’s marketing channels, including but not limited to its website, social media, and marketing materials. Company may, at its sole discretion, create and distribute content, including but not limited to use cases, blogs, or other promotional materials, demonstrating the Licensee’s application of the Company’s Software. Both Parties agree to adhere to each other’s brand guidelines when creating or distributing any marketing materials.
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.
