Stained Glass Transform Term and Conditions

This Protopia AI, Inc. (“Protopia”) Research and Demonstration License Agreement (this “Agreement”) is made and entered into as of the date you (“Customer”) first access and use the Software (the “Effective Date”) and contains the terms and conditions that apply to Customer’s access to and use of the Software . 

PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO CUSTOMER. IF CUSTOMER DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREMENT, YOU CUSTOMER MAY NOT ACCESS OR USE THE SOFTWARE

1.              Software.  “Software” means the Protopia software made available to you by Protopia, including related materials and documentation.  The Software is in Source Code and/or library format, at Protopia’s sole discretion.   “Source Code” means computer programming code, including all modules it contains, plus any associated interface definition files, scripts, instructions, and other materials used to control compilation and installation of an executable, all as they exist as of the Effective Date.

2.              Term; License Fee.  The “Initial Term” shall commence on the Effective Date and shall continue for four (4) months. Thereafter, this Agreement shall automatically renew for successive terms equal in duration to the Initial Term (each, a “Renewal Period” and, together with the Initial Term, the “Term”), subject to payment of all applicable Fees, if any, by Customer, unless either party gives written notice of non-renewal to the other party within sixty (60) days before the conclusion of the Initial Term or applicable Renewal Term. Customer shall pay the License Fees, if any, as set forth in the account creation page, payable Net 30 from the Effective Date 

3.              Termination. This Agreement shall terminate upon the earliest to occur of (a) the end of the Term or Renewal Period, as applicable, or (b) Customer’s breach of this Agreement.  This sentence and sections 1, 5-8, and 9-12 shall survive termination of this Agreement.

4.              License.  Subject to the terms and conditions of this Agreement, Protopia grants Customer a temporary, personal, limited, non-exclusive, non-transferable, non-sublicensable, royalty free, revocable license to use the Software solely for internal research and evaluation purposes (collectively, the “Permitted Use”). In no event shall this limited license be used for any commercial purpose.  For clarity, Customer may not use any outputs based on the Permitted Use for any non-demonstration commercial purposes.

5.              Source Code Protection.  In addition to the license limitations and confidentiality obligations set forth elsewhere in this Agreement, with respect to any Source Code provided to Customer hereunder:  (a) Customer will not place, or make available, the Source Code on any computer network except for the secure networks owned or leased by Customer to be used solely for the benefit of Customer consistent with the license granted by Protopia hereunder; (b) Customer will not remove or export the Source Code from the United States; (c) the Source Code shall be installed only on computer systems that are password protected and otherwise secure to at least industry-leading software Source Code protection practices, and access to the Source Code files shall be restricted to personnel on a strictly need-to-know basis as further set forth in Section 7; (d) Customer shall ensure that any physical copies of the Source Code are protected under lock and key and are not permitted to be transferred to any other location without the express written agreement of Protopia; and (e) the Source Code will only be accessed or used by those employees of Customer who (i) have an authorized and appropriate need to access or use such Source Code, (ii) are bound by a written confidentiality agreement at least as protective as the confidentiality provisions set forth herein, and (iii) have not been convicted of any felonies or any crime involving theft, dishonesty, hacking, or misuse of data.  Customer shall maintain and, upon Protopia’s request, provide to Protopia, the names of all employees who have had access to the Source Code.

6.              Restrictions.  Except as expressly authorized in this Agreement or by Protopia and in addition to the obligations set forth in Section 5, Customer will not, and will not permit any third party to: (a) access or use the Software for any other purpose other than the Permitted Use (including for any competitive analysis, commercial, professional, or other for-profit purposes); (b) copy the Software (except as required to run the Software and for reasonable backup purposes); (c) decompile, disassemble, translate or reverse engineer the Software or otherwise attempt to derive the Software, Source Code, algorithms, methods or techniques used or embodied in the Software, unless explicitly necessary for any Permitted Use; (d) modify, adapt, or create derivative works of the Software; (e) rent, lease, loan, resell, transfer, sublicense, display or distribute the Software to any third party; (f) use or offer any functionality of the Software on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet “links” to the Software, or “frame” or “mirror” the Software on any other server, or wireless or Internet-based device; (g) disclose to any third party the results of any benchmark tests or other evaluation of the Software, (h) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Software; (i) use the Software to collect or store personal data about any person or entity; (j) use the Software to build a similar or competitive product or service; (k) interfere with or disrupt servers or networks connected to any website through which the Software provided; or (l) use the Software for any illegal, unauthorized or otherwise improper purposes.

7.              Confidentiality.  Each party (the “Disclosing Party”) may from time to time during the Term disclose to the other party (the “Receiving Party”) certain confidential information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, results, usage statistics, data and other confidential or proprietary information (in aggregate or otherwise) that: (a) is in tangible form marked as “confidential” or “proprietary” or with a similar legend; (b) is in intangible form that is designated by the Disclosing Party as confidential at the time of disclosure; (c) based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential; or (d) is obtained or derived from analyzing, using, or interpreting any of (a), (b), or (c)  (“Confidential Information”).   For the avoidance of doubt, Protopia’s Confidential Information shall include the Software, Source Code, Feedback (as defined below) and any documentation or specifications. The Receiving Party shall only use the Confidential Information of the Disclosing Party only as necessary in performing such Receiving Party’s rights or obligations in this Agreement.  Neither party may disclose any of the other party’s Confidential Information to any third party without the other party’s prior written consent.  The Receiving Party agrees that it shall protect the Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner that the Receiving Party would use to protect its own confidential and proprietary information of a similar nature, and, in any event, with no less than a reasonable degree of care.  The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate to the extent such information: (w) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (x) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (y) is at the time of receipt, or through no fault of the Receiving Party has become, generally available to the public; or (z) is independently developed by the Receiving Party without access or reference to, or use of, the Disclosing Party’s Confidential Information.  In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.  Notwithstanding the foregoing and subject to the terms and conditions set forth herein, a party may disclose the other party’s Confidential Information to its employees, contractors, and/or consultants and/or agents (collectively, “Personnel”) on a strict need to know basis and solely to exercise its rights and perform its obligations set forth in this Agreement.  Each party represents that such Personnel, either as a condition of employment or in order to obtain Confidential Information, are subject to non-disclosure obligations at least as restrictive as those contained in this Agreement.

8.              Ownership.  All right, title, and interest in and to the Software, including any modifications, enhancements, or derivate works thereof, and all intellectual property embodied therein or related thereto, shall be and shall remain the sole and exclusive property of Protopia.  Except for the express limited license granted herein, Protopia does not grant to Customer any other licenses or rights, whether express or implied, to the Software or any other Protopia intellectual property. Customer hereby assigns and agrees to assign to Protopia all right, title, and interest in and to all feedback provided to Protopia that relates to the Software (“Feedback”).

9.              Disclaimer of Warranty.  THE SOFTWARE AND ANY SUPPORT, CUSTOMER SERVICE, OR OTHER MATERIALS OR SERVICES RELATED THERETO ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED TO CUSTOMER “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROTOPIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. PROTOPIA MAKES NO WARRANTY THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.

10.           Limitation of Liability.  IN NO EVENT SHALL PROTOPIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER OR RELATED TO THIS AGREEMENT, EVEN IF PROTOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  PROTOPIA’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT SHALL BE LIMITED TO $100.  THE PARTIES AGREE THAT THE LIABILITY AND WARRANTY LIMITATIONS SET FORTH IN THIS AGREEMENT ARE A REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HEREUNDER.  THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

11.           Injunctive Relief.  A breach by Customer of its confidentiality obligations set forth in this Agreement will result in irreparable damage to Protopia for which there is no adequate remedy at law.  Therefore, Protopia shall be entitled to seek injunctive and other equitable relief in addition to any other relief as may be obtainable, without the requirement of posting bond.

12.           General.  This Agreement shall be governed by the laws of Texas without reference to conflict of laws principles.  All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state courts located in Travis County, Texas, and the federal courts located in the Western District of Texas, Austin Division, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.  Customer shall not assign this Agreement in any manner, and any purported assignment shall be void.  Protopia may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.  Customer shall comply in all respects with all U.S. and foreign export laws and regulations.  This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior negotiations and understandings between the parties, both oral and written, regarding such subject matter.  Protopia reserves the right to modify this Agreement, at any time in its sole discretion, by posting a change of notice or updated terms on this URL or any successor thereto.  If any modification is unacceptable to Customer, Customer agrees that Customer’s sole recourse is to terminate this Agreement.  Customer’s continued access to and use of the Software following any modification of this Agreement shall constitute conclusive and binding acceptance to any modification or new terms.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.  This Agreement shall be fairly interpreted in accordance with its terms and conditions without any strict construction in favor of or against either of the parties.  This Agreement may be executed in counterparts, both of which together shall constitute one and the same instrument.  Facsimile signatures shall be treated the same as original signatures.