This License Agreement For Customer Use of DEEPOMATIC SOFTWARE ("AGREEMENT") is the agreement which governs use of the Deepomatic Studio and Deepomatic Run computer softwares, applications and installers downloaded in connection therewith and any accompanying documentation (together, the “SOFTWARE”) of Deepomatic SAS and its subsidiaries (« DEEPOMATIC"). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. DEEPOMATIC is willing to license the SOFTWARE to you only on the condition that you accept all of the terms contained in this AGREEMENT. By downloading, installing, copying, or otherwise using the SOFTWARE, you indicate that you understand this AGREEMENT and agree to be bound by all of its terms. If you do not agree to all of the terms of this AGREEMENT, then DEEPOMATIC is unwilling to license the SOFTWARE to you and you must return or destroy all copies of the SOFTWARE and not download, install, copy, or otherwise use the SOFTWARE.
The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE may be sold or provided for free for time-limited trial periods. This AGREEMENT does not cover the sale of the SOFTWARE. In both cases, it is only licensed for use strictly in accordance with this AGREEMENT.
1.1 Customer. Customer means the entity or individual that downloads and/or installs the SOFTWARE.
2.1 Rights and Limitations of Grant. Provided Customer complies with the terms in this AGREEMENT, DEEPOMATIC hereby grants a non-exclusive, non-transferable right for a single Customer to load, install, run, and use the executable form of the SOFTWARE in the manner and for the purposes described in the associated printed materials, with the following limitations:
2.1.1 Limitations. Except as expressly specified in this AGREEMENT, Customer may not: (a) copy (except in the course of loading or installing) or modify the SOFTWARE, including but not limited to, adding new features or otherwise making adaptations that alter the functioning of the SOFTWARE; (b) reverse engineer, decompile, or disassemble the SOFTWARE, or attempt in any other manner to obtain the source code, in whole or part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; (c) remove any copyright or other proprietary rights notices from the SOFTWARE; (d) transfer, sublicense, lend, rent, lease or otherwise distribute the SOFTWARE to someone else; or (e) make the functionality of the SOFTWARE available to multiple users through any means, including but not limited to, by uploading the SOFTWARE to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services.
3.1 Term. Each license provided hereunder has a duration starting from the date of download and ending at the end of use of the associated CUSTOMER SYSTEM, subject to earlier termination as provided in the section below. This AGREEMENT remains in effect until the last license expires or terminates.
3.2 Termination. Customer may terminate the AGREEMENT at any time by destroying all copies of the SOFTWARE in Customer’s possession or control. This AGREEMENT will automatically terminate, with or without notice from DEEPOMATIC, if Customer fails to comply with any of the terms and conditions hereof. In such event, Customer must, at DEEPOMATIC’s option, either destroy or return all copies of the SOFTWARE and all of its component parts in Customer’s possession or control. If Customer commences or participates in any legal proceeding against DEEPOMATIC, then DEEPOMATIC may, in its sole discretion, suspend or terminate all license grants and any other rights provided under this AGREEMENT during the pendency of such legal proceedings.
4.1 Copyright Ownership. The SOFTWARE is protected by copyright laws and international treaty provisions. Accordingly, Customer is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to this AGREEMENT. The algorithms, structure, organization and source code of the SOFTWARE are the valuable trade secrets and confidential information of DEEPOMATIC. Except as otherwise expressly provided herein, neither this AGREEMENT nor DEEPOMATIC grants Customer any express or implied right under any DEEPOMATIC patents, copyrights, trademarks, or other intellectual property rights in the SOFTWARE, and all rights, title and interest in and to the SOFTWARE not expressly granted are reserved by DEEPOMATIC or its licensors or suppliers.
4.2 Recorded Content. The SOFTWARE enables Customers to record data, including but not limited to images and videos recorded from cameras (“CONTENT VIDEOS”), and upload the CONTENT VIDEOS on services such as Deepomatic Studio or Customer's cloud storage. Customers are solely responsible for their CONTENT VIDEOS and the respect of data protection regulations, including but not limited to the European General Data Protection Regulation. Customer represents and warrants that Customer is the creator and owner of any CONTENT VIDEOS or otherwise has sufficient rights and authority to publish them. By using the SOFTWARE to upload and publish CONTENT VIDEOS on Deepomatic Studio or third party services, Customer agrees to indemnify and hold harmless DEEPOMATIC and its officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses (“CLAIMS”) arising out of or in any way connected with Customer’s CONTENT VIDEOS, including but not limited to CLAIMS that Customer’s CONTENT VIDEOS (a) infringe, violate, or misappropriate any third party right, including copyright, trademark, patent, trade secret, moral right, privacy or publicity rights, or any other intellectual property or proprietary right; or (b) slander, defame, or libel any other person.
This AGREEMENT shall be deemed to have been made in, and shall be construed pursuant to, the laws of France, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The courts residing in Ile-de-France, France shall have exclusive jurisdiction over any dispute or claim arising out of this Agreement. Customer agrees to comply fully with all France export laws and regulations to ensure that the SOFTWARE, any technical data related thereto, and any direct product thereof are not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, applicable export laws and regulations.
6.1 No Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEEPOMATIC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DEEPOMATIC OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
6.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEEPOMATIC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF DEEPOMATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. NOTWITHSTANDING THE FOREGOING, DEEPOMATIC'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD$1,000.00). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The SOFTWARE and associated documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the SOFTWARE and documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the SOFTWARE and documentation will be only those specified in this AGREEMENT.
Customer may not assign or transfer this AGREEMENT or any rights granted hereunder, by operation of law or otherwise, without DEEPOMATIC’s prior written consent, and any attempt by Customer to do so, without such consent, will be void. Except as expressly set forth in this AGREEMENT, the exercise by either party of any of its remedies under this AGREEMENT will be without prejudice to its other remedies under this AGREEMENT or otherwise. If any provision of this AGREEMENT is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed to the maximum extent possible, and the other provisions will remain in full force and effect. This AGREEMENT is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, communications, and agreements relating to such subject matter, whether oral or written, unless Customer and DEEPOMATIC execute a separate agreement governing the use of the SOFTWARE. Failure by either party to enforce any provision of this AGREEMENT will not constitute a waiver of future enforcement of that or any other provision. This AGREEMENT may only be waived or modified in writing signed by an authorized officer of DEEPOMATIC.