END USER LICENSE AGREEMENT
This End User License Agreement (this “EULA” or this “Agreement”) is an agreement between Jeen (the “Licensor”) and the customer
By using the Licensed Software, you indicate acceptance of and agree to be bound by the terms of this EULA.
Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties”.
1. LICENSE GRANT RESTRICITIONS AND PROHIBITIONS
1.1. Software License. Subject to the terms and conditions of this Agreement, the applicable Purchase , and Licensee’s timely payment of all applicable fees, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license during the License Term to install, access, and use the Licensed Software, and to configure, design, build, deploy, and monitor AI agents using the Licensed Software, solely in executable object code form, solely in the environment expressly permitted under the applicable Purchase Order, and solely for Licensee’s internal business purposes through its Authorized Users in accordance with the applicable Purchase Order, Documentation, and the scope of use, metrics, capacity limitations, and other restrictions set forth in this Agreement (the “Authorized Purpose”). No license or right is granted by implication, estoppel, exhaustion, or otherwise, and all rights not expressly granted to Licensee are reserved by Licensor and its licensors. The use of the Licensed Software shall be subject to the following terms:
1.1.1 Install, access, and use the Licensed Software solely on computers, servers, systems, instances, tenants, and virtual environments owned, leased, otherwise controlled by Licensee, or, if expressly permitted in the applicable Purchase Order, in a cloud hosted by Licensor for Licensee and in each case solely for the Authorized Purpose.
1.1.2. Permit Authorized Users to use the Licensed Software strictly in accordance with the Documentation and solely for the Authorized Purpose, provided that Licensee shall remain fully responsible and liable for all acts and omissions of its Authorized Users and anyone who accesses the Licensed Software through Licensee’s systems, credentials, or environment.
Licensor may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, Licensor shall notify Licensee via email or by means of prominent notice. Licensor should periodically check and review changes at this URL.
1.2. Documentation License. Licensor grants to Licensee a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license during the License Term to reproduce and use a reasonable number of copies of the Documentation solely in connection with Licensee’s authorized use of the Licensed Software. Licensee shall reproduce all proprietary notices and legends on any copies of the Documentation that it makes.
1.3. License Verification. Upon Licensor’s written request, Licensee shall provide a written usage and compliance report containing such information as Licensor may reasonably request to verify compliance with the licensed scope. If Licensor determines that Licensee has exceeded or otherwise violated its licensed rights, Licensee shall, without limiting any other remedies, promptly: (a) cease the non-compliant use; (b) purchase and pay for the additional licenses, support, and related amounts required to cover such use at Licensor’s or the applicable Authorized Channel Partner’s then-current rates, as applicable; (c) pay interest on overdue amounts at the rate set forth in this Agreement.
2. LICENSE LIMITATIONS AND RESTRICTIONS
2.1. License Limitations. Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit any Authorized User or third party to:
a. Modify, copy, adapt, alter, translate, merge, or create derivative works of the Licensed Software or Documentation, except as expressly authorized in this Agreement or the Documentation;
b. Merge or combine the whole or any part of the Licensed Software with any other software or documentation;
c. Disassemble, decompile, reverse-engineer, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Licensed Software;
d. Attempt to discover, derive, or access the source code of the Licensed Software except to the limited extent such restriction is prohibited by applicable law and cannot be excluded by agreement, and in such case only after prior written notice to Licensor;
e. Sell, license, sublicense, lease, assign, transfer, pledge, timeshare, or otherwise share or exploit any rights in the Licensed Software or Documentation with or for the benefit of any third party, except as expressly authorized under this Agreement;
f. Place, publish, or make the Licensed Software, or any part thereof, available on any server, network, or service such that it is accessible by or exposed to the public internet or any unauthorized third party, except as expressly permitted in the applicable Purchase Order or Documentation;
g. Use any backup, archival, or disaster recovery copy of the Licensed Software for production, testing, failover, or any purpose other than replacing an original permitted copy that has been lost, damaged, or rendered unusable, except as expressly permitted in writing by Licensor.
h. Attempt to gain unauthorized access to the Licensed Software or disrupt the performance of the Licensed Software;
i. Distribute, license, sublicense, assign, transfer, rent, lease, host, outsource, disclose, sell, resell, or otherwise make available the Licensed Software or Documentation to any third party;
j. Use the Licensed Software or Documentation for the benefit of any third party through any means, including but not limited to by providing consulting services, software as a service, application service provider services, or similar services;
k. Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Licensed Software or Documentation;
l. Use the Licensed Software in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights;
m .Use the Licensed Software in violation of any applicable laws or regulations;
n. Use the Licensed Software to create, develop, produce, market, sell, or distribute any product or service that competes with or is similar to any of Licensor’s products or services;
o .Publish or disclose to any third party the results of any benchmark tests or other evaluations, including comparisons, of the Licensed Software;
p. Use the Licensed Software with data or information that Licensee does not have the right to use;
q. (n) Export or re-export the Licensed Software or any direct product thereof in violation of any applicable export control laws, sanctions, anti-corruption, anti-bribery, privacy, data protection, or other applicable laws or regulations;
2.2. Open Source Components and Third-Party Software. The Licensed Software may contain Open Source Components and other third-party software components, libraries, tools, models, or materials. Licensee’s use of such Open Source Components shall be governed by the applicable open source licenses, and nothing in this Agreement limits Licensee’s rights under or grants Licensee rights that supersede the terms of any applicable open source license.. Licensee acknowledges that Licensor is not the author, owner, or licensor of any Open Source Components, and, except as expressly set forth in this Agreement, Licensor makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of any Open Source Components or third-party software.
2.3. Reservation of Rights. Except for the limited rights expressly granted in this Agreement, Licensor reserves all right, title, and interest in and to the Licensed Software and Documentation, including all Intellectual Property Rights therein. No rights are granted to Licensee other than as expressly set forth in this Agreement.
3. PAYMENTS
Except as expressly stated in this Agreement, all license fees, charges, invoicing arrangements, payment terms, taxes, renewal pricing, and other commercial terms relating to the Licensed Software or any related services shall be as set forth in the applicable Purchase Order or other applicable commercial document.
4. OWNERSHIP AND INTELLECTUAL PROPERTY
4.1. As between the Parties, Licensee (the Customer) retains sole and exclusive ownership of all right, title, and interest in and to all raw enterprise data, documents, files, data sets, text, and custom proprietary instructions submitted or uploaded by or on behalf of Licensee to the platform (collectively, “Inputs”).
4.2. Licensee acknowledges that Outputs are generated through automated algorithmic processes. Licensor does not warrant or represent that any Output will be unique to Licensee, and Licensor retains the right to generate identical or similar outputs for other users of the platform based on different inputs Licensor shall not use Inputs to train, fine-tune, or improve its base models or any public or multi-tenant services
4.3. Licensor is the sole owner as well as to: (i) all materials provided by Licensor hereunder, including the Licensed Software and Documentation, (ii) Licensor Confidential Information, (iii) Licensor’s names, trademarks, trade names and logos.As between the Parties, Licensor retains sole and exclusive ownership or has the right of use, of all right, title, and interest, including all global patent, copyright, trade secret, trademark, and other intellectual property rights, in and to Licensed Software, user interfaces, APIs, and underlying software architecture, base artificial intelligence models, weights, parameters, algorithms, and orchestration layers, as well as any modifications, enhancements, optimizations to such.
4.4. Licensee Data Ownership. Licensee retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Licensee Data. No ownership rights in the Licensee Data are transferred to Licensor under this Agreement. Licensee hereby grants to Licensor and its Affiliates a non-exclusive, worldwide, royalty-free right during the applicable License Term and any reasonable period thereafter required to complete the relevant activities, to host, copy, reproduce, transmit, display, analyze, test, process, and otherwise use such materials solely as reasonably necessary to provide the foregoing services prevent, maintain and secure the Licensed Software, verify compliance, investigate incidents, create de-identified and aggregated analytics, and improve Licensor’s products and services, provided that Licensor shall not use identifiable Licensee Data to train generalized machine learning models for external commercialization unless expressly agreed in writing by Licensee. Licensee represents, warrants, and covenants that it has and will maintain all rights, permissions, and consents necessary to provide any such materials and to grant the rights set forth in this Section.
5. INDEMNIFICATION
a. Licensor Indemnification. Licensor shall defend, indemnify, and hold harmless Licensee and its officers, directors, and employees from and against any third-party claim, suit, or proceeding (“Claim“) alleging that the Licensed Software, when used strictly in accordance with this Agreement, the applicable Purchase Order, directly infringes or misappropriates any patent, copyright, or trade secret right of such third party.
b. Mitigation. If the Licensed Software becomes, or in Licensor’s opinion is likely to become, the subject of a Claim, Licensor may, at its option and expense: i) Procure for Licensee the right to continue using the Licensed Software; or ii) Modify the Licensed Software to make it non-infringing while maintaining substantially equivalent functionality;or iii) Replace the Licensed Software with a non-infringing functional equivalent; or iv) If options (a), (b), and (c) are not commercially practicable, terminate this Agreement and refund to Licensee a pro-rata portion of the License Fees paid by Licensee for the portion of the License Term remaining after the effective date of termination.
c. Limitation of Liability: EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY, THE INDEMNIFICATION OBLIGATIONS IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY AND THE INDEMNIFICATION OBLIGATION HEREIN, DEEPDUB’S AND/OR ITS AFFILIATE’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM
6. TERMINATION:
Licensor may terminate this license(s) immediately upon any breach of Section License Grant, License Limitations and Restrictions, Ownership and Intellectual Property, Confidentiality
Upon termination or expiration of this Agreement or any applicable Purchase Order for any reason: All licenses and rights granted hereunder shall immediately and automatically terminate; Licensee shall immediately cease all use of the Licensed Software and Documentation;, Licensee shall within five (5) business days, return to Licensor or permanently destroy (at Licensor’s sole option) all copies of the Licensed Software and Documentation in Licensee’s possession or control, and provide written certification signed by an officer of Licensee confirming compliance with this requirement;
7. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DEEPDUB DOES NOT WARRANT THAT THE OUTPUTS WILL SOUND EXACTLY LIKE THE DUBBED ACTOR.
8. ASSIGNMENT
Licensee may not assign, delegate, transfer, novate, or otherwise dispose of this license Agreement, or any of its rights or obligations hereunder.
9. Force Majeure
Licensor will not be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, actions or orders of government authorities, fire, flood, sabotage, network or telecommunication failures, power outages, labor strikes or disputes, or transportation problems. Licensor shall promptly notify Licensee of any such force majeure event and use commercially reasonable efforts to resume performance as soon as reasonably practicable. For avoidance of doubt, any force majeure event shall not relieve any payment obligation for services rendered or products provided.
10. Governing Law and Venue
If not set otherwise in writing with the Licensee, this Agreement shall be governed by and construed in accordance with the laws of i) Israel: by the laws of Israel without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced only in the courts of Tel Aviv, Israel; ii) USA: Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and the state or federal courts located in New York County, State of New York shall have exclusive jurisdiction; iii) Europe: Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction; iv) Asia: the laws of the Republic of Singapore and courts of Singapore (including the Singapore International Commercial Court (SICC)) shall have exclusive jurisdiction.
Each Party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such legal suit, action or proceeding.