END USER LICENSE AGREEMENT

PLEASE READ CAREFULLY: THE USE OF THE SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS THAT FOLLOW (“AGREEMENT”), UNLESS THE SOFTWARE IS SUBJECT TO A SEPARATE LICENSE AGREEMENT BETWEEN YOU AND PERSISTENT SYSTEMS INC. (“PERSISTENT OR LICENSOR”) OR ITS SUPPLIERS. BY EXERCISING THE RIGHTS GRANTED HEREUNDER, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THIS AGREEMENT MAY BE DISPLAYED, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT EXERCISE THE RIGHTS GRANTED HEREUNDER, OR USE THE SOFTWARE. YOUR USE OF THE SOFTWARE WILL BE CONSTRUED AS YOUR ACCEPTANCE OF THE TERMS OF THE AGREEMENT. 
 
You and Your may be referred as Licensee. Persistent and You shall be collectively referred to as “Parties” and individually as “Party”. 

1. DEFINITIONS

a. “Documentation” means the user system and readme.txt for the Software, as updated by Licensor from time to time. 
b. “Software” means machine-readable, one or more of, an object code version of Machine Learning Model package, test data along with Docker container. Software also includes, without limitation, the Documentation in form of Jupyter Notebook.
c. “Fees” means the applicable fees that you shall pay for Use of the Software.
d. “Ancillary Software” means all or any portion of Software provided under public, open source, or third party license terms. 
e. “Specifications” means the documentation and instructions in the Jupyter Notebook. 

2. LICENSE TERMS AND RESTRICTIONS
a. Subject to the terms and conditions of this Agreement and the payment of Fee, Licensor grants You a non- exclusive, non-transferable license to Use (as defined below) in object code form the Software. “Use” means to subscribe, configure, and execute inference in accordance with the Specifications. Your Use of the Software is subject to these license terms and to the other restrictions specified by Licensor in any other tangible or electronic documentation delivered or otherwise made available to You with or at the time of purchase of the Software, including license terms, warranty statements, Specifications, and “readme” or other informational files included in the Software itself. Such restrictions are hereby incorporated in this Agreement by reference. 
b. This Agreement confers no title or ownership and is not a sale of any rights in the Software. Third-party suppliers are intended beneficiaries under this Agreement and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to You are reserved solely to Licensor or its suppliers. Nothing herein should be construed as granting You, by implication, estoppel or otherwise, a license relating to Software other than as expressly stated above in this section 2.
c. You will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the Software. Where You have other rights mandated under statute, You will provide Licensor with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or de-compilation and the purposes therefore. 
d. Notwithstanding anything in this Agreement to the contrary, all or any portion of the Software which constitutes Ancillary Software is licensed to You subject to the terms and conditions of the Software license agreement accompanying such Ancillary Software, whether in the form of a separate agreement, shrink wrap license or electronic license terms accepted at time of download.  Use of the Ancillary Software by You shall be governed entirely by the terms and conditions of such license and, with respect to Licensor, by the limitations and disclaimers set forth in this Agreement. Licensor has identified any Ancillary Software by either noting the Ancillary Software provider's ownership within each Ancillary Software program file and/or by providing information in the "ancillary.txt” or “readme” file that is provided as part of the installation of the Software. The Ancillary Software licenses are also set forth in the "ancillary.txt" or “readme” file.  By accepting the terms and conditions of this Agreement, You are also accepting the terms and conditions of each Ancillary Software license in the ancillary.txt or “readme” file. If the Software includes Ancillary Software licensed under the GNU General Public License and/or under the GNU Lesser General Pubic License ("GPL Software"), a complete machine-readable copy of the GPL Software Source Code ("GPL Source Code") is either: (i) included with the Software that is delivered to You; or (ii) upon your written request, Licensor will provide to You, for a fee covering the cost of distribution, a complete machine-readable copy of the GPL Source Code, by mail, or (iii) if You obtained the Software by downloading it from a Licensor website and neither of the preceding options are available, you may download the GPL Source Code from the same website. Information about how to make a written request for GPL Source Code may be found in the ancillary.txt file.

3. OWNERSHIP
As between the Parties, Licensor shall have and retain all worldwide right, title and interest in and to the Software, including any updates, and upgrades and any modifications, customizations, enhancements, alterations,  made to the Software, by whomever made, and feedback related thereto. Licensee hereby assigns and agrees to take necessary steps to assign to Licensor any interest it may have, or may obtain, in the foregoing. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. The Software contains copyrighted material, trade secrets and other proprietary material of the Licensor.

Notwithstanding anything in this Agreement to the contrary, all or any portion of the Software which constitutes Ancillary Software is licensed to Licensee subject to the terms and conditions of the Software license agreement accompanying such Ancillary Software, whether in the form of a separate agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Ancillary Software by Licensee shall be governed entirely by the terms and conditions of such license and, with respect to Persistent, by the limitations and disclaimers of sections 4 and 7 hereof.  

4. WARRANTY
THE SOFTWARE AND THE DOCUMENTATION IS PROVIDED ON “AS IS” BASIS. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) OR SERVICES SUPPLIED BY LICENSOR, ITS LICENSORS, OR ITS AGENTS, AND LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF LICENSOR HAD BEEN INFORMED OF SUCH PURPOSE), ACCURACY OF DATA. SPECIFICALLY, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE AND DOCUMENTATION WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER. 

THE SOFTWARE MAY CONTAIN THIRD PARTY AND OPEN SOURCE SOFTWARES. LICENSEE IS REQUIRED TO REVIEW AND COMPLY WITH THE APPROPRIATE LICENSE TERMS OF SUCH THIRD PARTY AND OPEN SOURCE SOFTWARES. ANY SUCH  THIRD PARTY OR OPEN SOURCE SOFTWARE IS PROVIDED ON "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH SUCH THIRD PARTY OR OPEN SOURCE SOFTWARE.

5. CONFIDENTIALITY
a. Definition: "Confidential Information" shall mean  (a) the Software; (b) the terms of this Agreement, and (c) any business or technical information of Licensor or Licensee, including but not limited to any information relating to Licensor’s or Licensee's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, customer data, development or know-how, in either written or oral form Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a period of thirty (30) days after the disclosure.
b. Exclusions: Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving Party; (b) is known to the receiving Party at the time of disclosure without an obligation of confidentiality as evidenced by the receiving Party’s records; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information as evidenced by the receiving Party’s records; (d) is rightfully obtained by the receiving Party from a third Party without restriction on use or disclosure; or (e) is disclosed with the prior written approval of the disclosing Party.
c. Use and Disclosure Restrictions: During the term of this Agreement, and for (a) perpetuity with respect to the Software and Documentation, and (b) a period of five (5) years after any termination of this Agreement with respect to any other Confidential Information, each Party will not use the other Party's Confidential Information except as permitted herein, and will not disclose such Confidential Information to any third party except to employees and consultants as reasonably required in connection with the exercise of its rights and obligations under this Agreement (provided that such third party is subject to written, binding use and disclosure restrictions at least as protective as those set forth herein).  However, each Party may disclose Confidential Information of the other Party:  (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing Party gives reasonable notice to the other Party to contest such order or requirement; and (b) on a confidential basis to legal advisors.
d. Disclosure of Agreement Terms: Notwithstanding Section, either Party may disclose the terms of this Agreement pursuant to an acquisition, merger, sale of substantially all of such Party’s assets, financing, or as required by securities laws or regulations; provided that the receiving Party shall be bound to a confidentiality agreement to the maximum extent possible.

6. LIMITATION OF LIABILITY 
a. Exclusion of Damages: IN NO EVENT WILL LICENSOR BE LIABLE TO THE LICENSEE OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
b. IN ANY EVENT, LICENSOR’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR UNDER ANY OTHER FORM OR LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM LICENSOR’S NEGLIGENCE, SHALL IN NO EVENT BE GREATER THAN THE FEES PAID BY LICENSEE TO LICENSOR IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH A CLAIM.
c. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR BREACH OF RESTRICTIONS ON LICENSEE AS SET OUT IN SECTION 2 OR BREACH OF CONFIDENTIALITY OBLIGATION UNDER SECTION 5.

7. TERM AND TERMINATION 
a. License Term: Licensee will get perpetual License to use the Software unless License is terminated earlier for the breach by Licensee of the restrictions mentioned under section 2 of this Agreement or for any other material breach by Licensee that remain uncured for five (5) days’ in which case Licensee shall not be entitled for any refund. 

8. GENERAL
a. Assignment: Licensee will have no right to assign this Agreement without Licensor’s prior written consent.  Any attempt to assign this Agreement, without such consent, will be null and void. 
b. Equitable Relief: The Parties agree that a material breach of the license or confidentiality provisions of this Agreement would cause irreparable injury to Licensor for which monetary damages would not be an adequate remedy, and therefore Licensor shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law.
c. Force Majeure: Neither Party will be responsible for any failure or delay in its performance under this Agreement, due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action. Licensor may choose to terminate this Agreement without any obligations, if force majeure subsists for a period of more than thirty (30) days.
d. Counterparts: This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties.  Signatures transmitted via facsimile shall have the same force and effect as the equivalent original of such signature.
e. Governing Law; Venue: 
i. This Agreement shall be construed and governed by the laws of State of California, USA  without regard to principles of conflict of laws and shall be subject to the exclusive jurisdiction of courts in California, USA.
ii. The Parties shall resolve any difference or dispute in relation to or arising out of this Agreement by way of negotiations within fifteen (15) business days. If such negotiation process fails, then all disputes arising from or related to this Agreement shall be resolved by arbitration. Parties shall conduct arbitration in State of California in English language, in accordance with the rules of the JAMS (“Rules”).
iii. The Parties agree that the dispute shall be settled by a sole arbitrator appointed in accordance with the said Rules, and the sole arbitrator so appointed shall be referred to herein as an “Arbitrator.”
iv. Following the appointment of the Arbitrator, the Arbitrator shall set forth the schedule and timing of the arbitration proceedings in accordance with the applicable provisions of the Rules.
v. Upon rendering an award or a decision, the Arbitrator shall set forth in writing findings of fact, conclusions of law and a reasoned opinion explaining the basis of such award or decision, and shall make a determination of which Party shall be considered the prevailing Party, which determination shall be consistent with such reasoned opinion.
vi. The Arbitrator shall be empowered to issue injunctive or other equitable relief.
vii. Judgment on the award or any other final or interim decision rendered by the Arbitrator may be entered, registered or filed for enforcement purposes in any court having jurisdiction thereof.
viii. Nothing in this Section shall prevent, or be construed as preventing, a Party from seeking injunctive or other equitable relief in a court of appropriate jurisdiction
f. Right to Use Logo. Licensor may use Licensee’s trade mark, trade name and logo in self-promotional materials, proposal or similar matters or make any public statement about the specifics of the Software provided or services performed under this Agreement without the prior written consent of the Licensee.
g. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the Parties and supersedes all prior oral and written agreements, communications, representations, statements, negotiations and undertakings relating to the subject matter herein.