PROMETHEAN AI

TERMS & CONDITIONS

Last updated – December 20, 2018

 

PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR ANY COPYRIGHT ASSETS. DOWNLOADING OR USING THE SOFTWARE OR COPYRIGHT ASSETS MEANS THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT BY DOWNLOADING ANY SOFTWARE OR COPYRIGHT ASSET IMMEDIATELY AFTER ACCEPTING THIS AGREEMENT, YOU ARE HEREBY LOSING YOUR WITHDRAWAL RIGHT.

 

ACCEPTANCE

 

Your Use of the Software or the Copyright Assets is subject to your acceptance of these Terms and Conditions applicable to all Promethean AI Software and all Copyright Assets. The Agreement is effective as of the date You accept the Agreement as part of Promethean AI's online licensing process.

1. DEFINITIONS

 

In this Agreement, capitalized terms shall have the meaning ascribed to them in this Section 1 or elsewhere in this Agreement.

"Agreement" means these Terms and Conditions.

 

"Promethean AI" means a California limited liability company with its registered office at 2132 N. Beverly Glen Los Angeles, California 90077 United States, which is developer and sole owner of the Software and Copyright Assets.

 

"Promethean AI Account" means the subscription account of a Promethean AI User, to be granted a limited monthly or yearly term-license on the Promethean AI toolset as defined below, renewable on a monthly or yearly basis.

 

"Promethean AI Copyright Asset" means a Copyright asset owned by Promethean AI..

 

"Copyright Asset" means interactive media content including without limitation semantic data, trained artificial intelligence models, data libraries and any other form of works which are subject to copyright laws, that are distributed either through a Promethean AI proprietary License by using Promethean AI software or another proprietary Promethean AI platform.

 

"Commercials Terms" means the Fees payable by You as set out on the Promethean AI Website, quotes, invoices, price list, or applicable Terms and Conditions as the case might be, for Your Use of the Software or the Copyright Assets.

 

"Commercial Use" means the Use of the Software or the Copyright Assets for direct or indirect income-generating purposes.

 

"Documentation" means the user manuals, instructions and tutorials for the Software or the Copyright Assets owned by Promethean AI that Promethean AI generally makes available to its end-user customers.

 

"Fee" shall mean any fee, cost and expense as set out in the Commercial Terms that are payable for Your Use of the Software or the Copyright Assets.

 

"Intellectual Property Rights" means any current and future intellectual property rights, including copyrights, trademarks, trade names, business names, domain names, design rights, inventions, confidential information, trade secrets and know-how including commercial know-how, patents, utility models, database rights, and all similar or analogous proprietary rights of whatever nature and in each case in any part of the world and whether or not registered or registrable including, in relation to the above, all granted registrations and all applications for registration and any renewals, reversions, and extensions.

"Legal Entity" means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, and includes, without limitation, any government, non-for-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university. The License subscribed by a Legal Entity in consideration of its Revenue shall only serve the purpose of this Legal Entity and may not be extended to its subsidiaries or affiliated companies without Promethean AI prior written consent. License(s) subscribed by a wholly-owned or more than ninety (90) %-owned affiliated Legal Entity of a group shall be subscribed in consideration of the whole group aggregated Revenue.

 

"License" shall mean the limited right to Use the Software or the Copyright Assets as further detailed in these Terms and Conditions. Please find below the definition of available licenses:

 

"Academic License" means a License to Use the Software granted to either an educational or academic Legal Entity.

 

"Evaluation License" means a License granted to the User for a limited version of the Software ("the Evaluation Software") for a limited duration, generally of thirty (30) days unless agreed expressly otherwise by Promethean AI("the Evaluation Term"), to enable the User to evaluate the Software in connection with the User's internal business purposes to determine whether to purchase the non-evaluation version of the Software. Commercial Use, publishing or redistribution of the Software or the Licensee Content is strictly forbidden under an Evaluation License.

 

"Enterprise License" means a License to the Software or the Copyright asset(s) granted to a professional user or a commercial Legal Entity other than an educational, academic, non-profit or government Legal Entity.

 

"Licensee Content" means 3d or 2d environments, virtual spaces, rendered images or other content otherwise called derivative work that You developed from Your Use of the Software or the Copyright Assets.

 

"Non-Commercial Use" means Your Use of the Software or the Copyright Assets for all purposes in compliance with the terms of this Agreement but excludes expressly all Commercial Use.

"Professional User" means a User making any Commercial Use of the Software and/or the Copyright Assets, provided that such User may be subscribing to an Enterprise License.

 

"Revenue" means annual gross revenue, both operating and non-operating, or raised and/or granted funds, as accounted by the Legal Entity during the prior fiscal year. Revenue are defined in USD or an equivalent amount in another currency.

 

"Software" means the Promethean AI proprietary software product, licensed to You under the Terms and Conditions that Promethean AI and You entered into.

"Term" means the duration of the License granted to You under the Agreement as set out in Section 11.2 of the Terms and Conditions.

 

"Third Party Licenses" means the terms and conditions of any third-party software which might be embedded in the Software.

 

"Use" means the loading, installation and use of the Software or the Copyright Assets in accordance with the terms of the Agreement.

 

"User" means an individual person who is authorized by Promethean AI to Use the Software or the Copyright Assets.

 

"You" means the User or the Legal Entity Using the Software or the Copyright Assets as licensee.

 

"Your" means relating to You or made or done by You.

 

2. GENERAL RESTRICTIONS APPLICABLE TO THE SOFTWARE

 

With respect to the Software and except as expressly permitted under the Agreement:

2.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) copy (except in the course of loading or installing), alter, adapt, modify, translate, create derivative works of the Software, (ii) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in the Software, (iii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to the Software by third parties, (iv) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in the Software, (v) circumvent or attempt to circumvent any technological protective measure contained in or supported by, the Software; or any copy, portion, extract or derivative thereof, (vi) use the Software in any manner that violates any applicable law or regulation whether local, national or international, (vii) use the Software in any manner that violates any Intellectual Property Rights or privacy rights of Promethean AI or any third party.

 

2.2 You shall not (i) provide, disclose, display or otherwise make available the Software or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) Use the Software: (A) either to compete with the Software any other products offered by Promethean AI(B) or for any research, development and commercialization of virtual world/spatial layout authoring products, assets, services or technologies, based on or deriving from machine learning, including deep learning, and/or other artificial intelligence techniques. This restriction shall apply for ten (10) years from the effective date of the Agreement on the territory from which Promethean AI operates, including but not restrictively countries of the European Union, the U.S.A and the Canada.

 

3. USE OF THE SOFTWARE

 

 

3.1 Software License Terms

 

Subject to the terms and conditions of the Agreement and Your compliance therewith including Your payment of all Fees payable if any, Promethean AI grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicensable, non-divisible, revocable License, solely to install and execute the executable form of the Software as specified in 4.2, solely for Your internal Use, for the purpose of developing Your Licensee Content.

The License for the Software grants You the right to get access to the Documentation specific to the Software You are licensing.

 

Promethean AI commits to deliver the Software within two (2) working days after Your order payment.

 

The Software shall be provided to You in object code. In no event, shall the source code of the Software be made available to You.

 

Except if You hold an Evaluation License, the License gives You the right to create Your own Licensee Content. Whilst You are not allowed under the License to redistribute the Software, You are authorized to redistribute Your Licensee Content.

Promethean AI may display Your logo on Promethean AI website and social media pages, unless You notified Promethean AI in writing not to do so.

 

3.2 Using previous versions

 

Previous versions of the Software may be used upon request to Promethean AI. Contact Promethean AI at info@PrometheanAI.com for more information.

 

4. GENERAL RESTRICTIONS APPLICABLE TO COPYRIGHT ASSETS

 

With respect to Copyright Assets and except as expressly permitted under the Agreement:

 

4.1 You shall not, and shall not assist, enable or otherwise permit or allow any third party to: (i) decompile, disassemble or otherwise reverse engineer or attempt to derive the source code of (unless expressly permitted under applicable law) or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or other information embedded or used in Copyright Assets, (ii) rent, lend, loan, lease, sell, encumber, distribute, sublicense, or otherwise permit use of or access to Copyright Asset by third parties, (iii) remove, alter, or obscure any proprietary or restrictive notices affixed to or contained in Copyright Assets, (iv) circumvent or attempt to circumvent any technological protective measure contained in or supported by Copyright Asset; or any copy, portion, extract or derivative thereof, (v) Use the Copyright Asset in any manner that violates any applicable law or regulation whether local, national or international, (vi) Use the Copyright Asset in any manner that violates any Intellectual Property Rights or privacy rights of Promethean AI or any third party.

 

 

4.2 You shall not (i) provide, disclose, display or otherwise make available the Copyright Asset or any copy, portion, extract or derivative thereof, or permit use of any of the foregoing by or for the benefit of multiple users or any third party, including, without limitation, by uploading the Software to a network or file-sharing service time-sharing, or subscription service basis, on a hosting, cloud, service-bureau, or for carrying out any third party administrative, outsourcing, or other services), (ii) do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution of the Software including the run-time portion thereof; and specifically that would entail the Software to be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge; and (iii) use the Software to develop a competing service, solution or software.

 

5. USE OF COPYRIGHTS WORK

 

 

 

5.1 Subject to this Agreement and Your compliance therewith including Your payment of all Fees payable if any, Promethean AI grants You, for the Term of this Agreement, a limited, non-exclusive, personal, non-transferable, non-sublicenseable, revocable License, to Use a Copyright Asset and to access its Documentation, if available.

 

5.2 Notwithstanding anything contrary in the foregoing Section 4, the License for Copyright Asset gives You the right to store, display, modify the Copyright Asset and create Licensee Content. You may redistribute Your Licensee Content and are entitled under the License to make any Commercial Use of Your Licensee Content. For the avoidance of doubt, You shall not redistribute the Copyright Asset independently of Your Licensee Content. The Copyright Asset may only be redistributed by You if such Copyright Asset is an integrated component of your Licensee Content.

 

5.3 As provided by Paragraphs 2.2 and 4.2, you cannot redistribute your Licensee Content, especially in a Commercial Use, if it competes with either Company’s products, our software tools or our solutions. This competition can be related to similar digital 3d and 2d world building assets or similar files and software tools. Your Licensee Content has to be different enough in terms of design and in terms of feature to avoid any confusion with our Copyright Assets and Promethean AI products.

 

6. INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND COPYRIGHT ASSETS

 

 

 

6.1 You acknowledge and agree that the Software and/or Copyright Assets are licensed to You only and in no event can the Software or the Copyright Assets be considered as being sold to You.

 

6.2 You acknowledge and agree that Promethean AI (or their licensors or other third party as applicable) own and shall retain all right, title and interest in and to the Software and the Copyright Assets (including without limitation any copies, portions, extracts or derivatives thereof, and any developments, modifications or enhancements thereto) including all Intellectual Property Rights.

 

6.3 Further, if You provide to Promethean AI any comments, suggestions, submissions, and other feedback (whether oral, in writing, or in electronic or any other form) with respect to the Software or the Promethean AI Copyright Asset (together "Feedback"), You hereby irrevocably agree to grant Promethean AI all the Intellectual Property Rights in such Feedback.

 

6.4 You acknowledge and agree that (i) the Software and the Promethean AI Copyright Assets are original in whole and in any element thereof, alone or combined, including algorithms, interfaces, functionality, screen design, and other elements thereof, and (ii) based on the Berne Convention for the Protection of Literary and Artistic Works as well as the United States Intellectual Property Law, and other applicable Intellectual Property Rights laws and treaties, Promethean AI is the owner of the Software and the Promethean AI Copyright Assets.

 

6.5 You agree that You will not delete or in any manner alter any Promethean AI or third-party copyright, trademark or other proprietary notices appearing on or in the Software or the Copyright Asset.

 

7. FEES AND TAXES

 

 

 

Where applicable, You agree to pay all amounts due for the Software or the Copyright Assets as set forth in the applicable Terms and Conditions, online stores, quote and/or invoice. All Fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay all taxes including but not limited to sales, use and withholding taxes associated with this Agreement and/or Your receipt or Use of the Software or the Copyright Asset, except for taxes based on Promethean AI's net income, if any. In the event that Promethean AI is required to collect any tax for which You are responsible, You will pay such tax directly to Promethean AI. If You pay any withholding taxes that are required to be paid under applicable law, You will promptly provide Promethean AI with written evidence from tax authorities of the payment of such taxes.

 

For professional customers:

 

No discount is applied for prior payment. Late payment is subject to penalties equal to 10% of the sums due, payable from the day following the invoice payment period.

 

8. MODIFICATION OF THE TERMS AND CONDITIONS

 

 

Promethean AI may revise the Terms and Conditions(the "Terms" for the purpose of this Section 8) at any time for legal, best practice or any other reason.

 

Promethean AI will not use this right to make substantial changes to the Terms to Your detriment without giving You a chance to agree.

 

If You do not agree to the changes made to the Terms, You may terminate any License. You are expected to check for revisions to the Terms regularly as they are binding on You. Any subsequent Use by You of any Software or Copyright Assets after a change in the Terms shall imply that You accepted the revised Terms.

 

9. CONSENT TO DATA COLLECTION

 

The Software may connect to the Internet and report information about your Use back to Promethean AI.

 

Promethean AI is processing data for the following purposes:

 

- check for Software updates;

 

- provide aggregated usage statistics of Your Use of the Software and the Use of the Copyright Asset or Your Licensee Content and enhance your Use experience;

- validate or block license keys in order to prevent unauthorized Use, if applicable;

- to improve the quality of service provided to you by improving the artificial intelligence models and adapting them to the specific needs of your company;

 

Promethean AI implements data processing only if, at least, one of the following conditions is met:

 

- Your consent to the processing operations has been obtained;

 

- the existence of Promethean AI legitimate interest, or that of a third party, which justifies that Promethean AI implements this processing of personal data;

 

- the execution of a contract binding Promethean AI to You requires that Promethean AI implements this processing of personal data;

- Promethean AI is subject to statutory and regulatory obligations which require this processing of personal data.

The personal data Promethean AI collects, and those Promethean AI obtained subsequently, are intended for Promethean AI in its capacity as controller.

 

Promethean AI ensures that only authorised persons have access to these data. Promethean AI's service providers can be recipients of these data to perform the services Promethean AI entrusts to them. Some personal data may be sent to third parties or to legally authorised authorities in order to meet Promethean AI legal, regulatory or contractual obligations.

They may be communicated to these entities for the purposes referred to in this clause. These operations are carried out on the basis of instruments that comply with applicable regulations and are capable of ensuring that Your rights are protected and respected.

 

The periods for which Promethean AI keeps Your personal data are proportionate to the purposes for which Your data were collected.

 

Data subjects also have the right to object, on grounds relating to their particular situation, at any time to processing of personal data which have as their legal basis the legitimate interest of the firm, as well as the right to object to processing for direct marketing purposes.

 

 

10. ASSISTANCE

 

 

 

In the event You have a query about the Software or a Copyright Asset, You may contact Promethean AI support team by email at the address provided on Promethean AI website.

 

11. TERM AND TERMINATION

11.1 Right of withdrawal

 

As previously provided in the foreword of this Agreement, if you are consumer or non-professional, you understand and agree that by downloading any software or copyright asset immediately after accepting this Agreement, you are hereby losing your withdrawal right.

 

 

11.2 Duration of the Agreement

 

All Evaluation License for the Evaluation Software shall be effective for a period of thirty (30) days from the date You downloaded the Evaluation Software, unless otherwise agreed expressly between Promethean AI and You.

All subscription Licenses which are subject to the payment of recurring Licenses Fees shall be effective from the date You downloaded the Software or the Copyright Asset, and will stay in force as long as You are current with the payment of the License Fees.

 

All paid-in full Licenses for any Software or Copyright assets granted under the Agreement shall be effective for the duration of the applicable legal copyright protection, unless earlier terminated in accordance with the Agreement.

 

 

11.3 Tacit renewal

 

Unless expressly and specifically provided otherwise, when You subscribe to a Promethean AI License, a tacit renewal applies. Thus, Promethean AI is licensed to You under a tacitly renewable monthly or yearly subscription program which allows You to access the latest available releases, if applicable, as long as You are current with the payment of the License Fees as set out in the Commercial Terms.

 

 

11.4 Termination of the Agreement

 

Unless expressly and specifically provided otherwise, You can cancel your Promethean AI License at any time without cancellation fees by mailing a cancellation request to Promethean AI electronic or physical address. In such a case, You shall not be able to Use the Software after the expiry of your current License term, whether monthly or yearly.

 

Please notice that if you cancel the Agreement after paying the License Fees, no refund will be possible.

 

 

11.5 Breach of the Agreement

In the event You breach this Agreement including if You fail to pay the Fees where applicable, this Agreement shall automatically terminate in its own right and Promethean AI shall be under no obligation to provide a prior notice thereof.

11.6 Consequences of Termination

Upon termination of the Agreement, You shall, at Promethean AI's option, either promptly delete and destroy, or return to Promethean AI all copies of the Software in Your possession or control. Promethean AI may also disable the Software upon the expiration of any License.

 

All provisions in connection with the Intellectual Property Rights in the Software or the Copyright asset shall survive the termination of this Agreement.

 

12. NO WARRANTY

 

 

THE SOFTWARE AND THE COPYRIGHT ASSET ARE PROVIDED TO YOU "AS IS", WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PROMETHEAN AI AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING USE OR COMBINATION OF THE SOFTWARE WITH THIRD-PARTY APPLICATIONS. PROMETHEAN AI FURTHER DOES NOT WARRANT THAT THE SOFTWARE OR THE COPYRIGHT ASSETS WILL ALWAYS FUNCTION UNINTERRUPTED OR ERROR-FREE. IF YOU ARE LICENSING COPYRIGHT ASSETS FROM A THIRD-PARTY PROVIDER, PROMETHEAN AI SHALL HAVE NO LIABILITY WHATSOEVER TOWARDS YOU INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS BY THE THIRD-PARTY PROVIDER, IRRESPECTIVE OF THE FACT THAT PAYMENTS HAVE BEEN MADE TO PROMETHEAN AI. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROMETHEAN AI OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

13. LIMITATION OF LIABILITY

 

 

PROMETHEAN AI AND ITS LICENSORS' TOTAL LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY), INDEMNITY, OR OTHERWISE AND WHETHER OR NOT PROMETHEAN AI OR ITS LICENSORS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF SUCH DAMAGES WERE FORESEEABLE WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR THE COPYRIGHT ASSET OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT SHALL PROMETHEAN AI OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE OR THE COPYRIGHT ASSET, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

14. CONFIDENTIALITY

 

 

14.1 The Software and Promethean AI Copyright Assets and any copies, portions, extracts and derivatives thereof (including the source code of, or any technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures, technical architecture or other information embedded or used in any of the foregoing) and any other non-public information and technology disclosed by Promethean AI to You in connection with this Agreement constitutes the confidential information of Promethean AI(the "Promethean AI Confidential Information"). You shall hold the Promethean AI Confidential Information in strict confidence and shall not disclose it to any third party except to Your designees who need to have access to it and who are bound in writing by confidentiality obligations at least as protective of the Promethean AI Confidential Information as those contained herein. You shall not use the Promethean AI Confidential Information for any purpose other than as necessary for Your Use of the Software as expressly authorized in this Agreement. You shall exercise the same care that You exercise to protect Your own confidential and proprietary information of similar importance.

 

14.2 In the event Promethean AI receives confidential information from You, Promethean AI undertakes to hold Your confidential information in strict confidence and not to use Your confidential information, except in connection with (i) the performance of this Agreement or (ii) Your Use of the Software. In addition, when providing Your confidential information to Promethean AI, you shall mark all Your confidential information as "confidential" or "proprietary".

 

14.3 The obligations of each party set forth above shall not apply to confidential information to the extent that the receiving party can prove that it:

 

14.3.1 was already in its possession without confidentiality or use restrictions prior to its disclosure by or on behalf of the disclosing Party; or

 

14.3.2 is subsequently disclosed to the receiving party without any confidentiality or use restrictions by a third party; or

 

14.3.3 is in the public domain or subsequently comes into the public domain through no act or omission of the receiving Party or its agents or employees; or

 

14.3.4 is required by law or a valid order by a court or other government body, provided, however, that the receiving Party promptly informs the disclosing Party in writing upon becoming aware of the relevant legal requirements.

 

15. EXPORT LAW

 

You agree to fully comply with all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or Used for any purposes prohibited by such laws and regulations.

 

16. AUDIT RIGHT

 

 

Upon Promethean AI reasonable prior written notice to You, You shall permit Promethean AI or its designees to audit from time to time Your Use of the Software or the Copyright Assets. You shall provide reasonable assistance to Promethean AI or its designees in the event such audit is conducted.

 

17. GOVERNING LAW AND JURISDICTION

 

 

17.1 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles.

 

17.2 Jurisdiction. California courts of competent jurisdiction shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, including any dispute regarding the existence, validity or termination thereof, to the extent permitted by applicable law.

 

18. GENERAL

18.1 You understand and agree that money damages alone might not be an adequate remedy and as such Promethean AI shall have the right to seek injunctive relief in any court of competent jurisdiction.

 

18.2 You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Promethean AI's prior written consent, and any attempt by You to do so, without such consent, will be void.

 

18.3 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.

 

18.4 All notices required or permitted under this Agreement shall be in writing. All notices to You might be either in the form of an electronic mail or by registered mail with acknowledgement of receipt. All notices to Promethean AI shall be sent by registered mail with acknowledgement of receipt to Promethean AI's registered office or otherwise to the address set forth in the applicable ordering document or invoice or to such other address as may be specified by Promethean AI.

 

18.5 Each party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.

 

18.6 If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.

 

18.7 This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and Promethean AI have executed a separate agreement governing Your Use of the Software or the Copyright Assets.

 

18.8 Translations. The English language version of this Agreement is legally binding in the event of any conflict between the English version and any translations.

 

18.9 Any terms or conditions contained in Your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Promethean AI and will be deemed null.