InRule Technology, Inc. InRule® Software
END USER LICENSE AGREEMENT (this “EULA”)
This License Agreement (“Agreement”) sets forth the terms and conditions pursuant to which InRule Technology, Inc. (“Licensor“) will provide you access to certain proprietary computer software and other components made available by Licensor from time to time (collectively, the “Software”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SOFTWARE AND IS A LEGALLY BINDING CONTRACT WITH LICENSOR. BY AGREEING TO THE TERMS OF THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU AND YOUR COMPANY OR ENTITY THAT YOU REPRESENT (“COMPANY”) ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
YOU AGREE THAT YOUR INSTALLATION, ACCESS OR USE OF THE SOFTWARE (I) SHALL CONSTITUTE AND BE DEEMED YOUR AGREEMENT TO AND ACCEPTANCE OF THIS AGREEMENT, AND (II) IN ACTIVITIES AS AN AGENT OR EMPLOYEE OF YOUR COMPANY, CONTRACTUALLY BINDS YOU AND YOUR COMPANY TO THIS AGREEMENT. DO NOT INSTALL OR USE THE SOFTWARE UNTIL YOU HAVE READ AND AGREED TO THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.
- Overlay Agreements. Your use of the Software may be authorized or further limited by one or more overlay agreements, including but not limited to, a master software license or services agreement with Licensor, data processing agreement, and any other agreement between you, your Company or License Administrators (defined in Section 3), on the one hand, and Licensor on the other hand (collectively, “Overlay Agreements”). If you or Licensor determine that a data processing agreement is necessary in order to effectuate the terms of this Agreement set forth below, you and Licensor agree to negotiate and execute one in good faith. This Agreement supersedes and replaces any prior End User License Agreement agreed upon between you, your Company and/or License Administrator, on the one hand, and Licensor, on the other hand, and this Agreement (as may be updated by Licensor and accepted by you from time to time) together with any Overlay Agreements in effect between you, your Company and/or License Administrator, on the one hand, and Licensor, on the other hand, shall constitute the terms, provisions and limitations to which your use of the Software is subject. It is your sole responsibility to verify with Company the limitations of any Overlay Agreements. In the event of a conflict, ambiguity or inconsistency between the terms of this Agreement and the terms of any Overlay Agreement, the terms of the Overlay Agreement shall control unless expressly superseded by the terms of this Agreement. Use outside the scope of this Agreement or any Overlay Agreement may cause a breach of agreement and/or additional license fees payable to Licensor.
- Use Restrictions.
2.1 Except as expressly provided in this Agreement or any applicable Overlay Agreement, you and your Company may not: (i) copy the Software, in whole or in part; (ii) modify, correct, adapt, translate, enhance, or prepare derivative works of the Software; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any person, including on or in connection with the Internet or any time-sharing, service bureau, software-as-a-service, cloud, or other technology or service; (iv) reverse-engineer, reconfigure, disassemble, decompile, decode, or adapt the Software or otherwise attempt to derive or gain access to the source code of the Software; (v) bypass or breach any security device or protection used for or contained in the Software; (vi) remove, alter, obscure, supplement, or otherwise change any trademarks, intellectual property notices, or other symbols, notices, or marks on or in the Software; (vii) use the Software in any manner that infringes, misappropriates, or otherwise violates the intellectual property rights of any person; (viii) use the Software for purposes of benchmarking or competitive analysis of the Software, developing, using, or providing a competing software product or service, or any other purpose that is to Licensor’s detriment or commercial disadvantage; (ix) use the Software to harvest email addresses, names, or other information of the users of the Software or to spam other users of the Software; (x) upload, distribute, transmit, or post anything to or through the Software that: (a) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (b) invades the privacy of another or includes the confidential or proprietary information of another; or (c) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights; (xi) engage in any conduct while using the Software that Licensor considers inappropriate, unauthorized, or contrary to the intended purpose of the Software; or (or (xii) use the Software for any purpose not expressly permitted by this Agreement.
2.2 You acknowledge and agree that this Agreement and any applicable Overlay Agreement limits use by licensed quantities for your direct, internal use, and does not allow for direct or indirect external distribution (whether by cloud or other distribution) of the Software, or the direct or indirect commercialization of any permitted application for use by third parties. Actions having the effect of circumventing licensed quantity limitations, whether direct action, tampering or as a result of application of technology, are impermissible.
2.3 You and your Company shall adhere to all the provisions of this Agreement and any applicable Overlay Agreement, immediately report to Licensor all unauthorized use of the Software, and cease all use of the Software immediately should you no longer be an employee of your Company or should your use deviate from the terms and conditions herein, or upon notice from Licensor. Your obligations hereunder continue to survive after your use of the Software terminates.
2.4 Sublicensing of the Software, directly or indirectly, is strictly prohibited. For sake of clarity, a sublicense would arise (and would be prohibited hereunder), for example, where: (i) you create or customize a decisioning, process automation, or machine learning application (“Application”) for a third party; (ii) you allow a third party (other than a development resource approved by Licensor) to develop an Application the Software, or otherwise use the Software; or (iii) you provide direct or indirect access to a third party whereby the third party is able to use a permitted application for the third party’s direct internal use, or for the third party’s commercial use with or offering to others.
2.5 You acknowledge and agree that the Software may be delivered with license management software. You shall not attempt to tamper with, disable or work around any such license management software.
2.6 You shall not at any time provide application development capabilities or access to the Software to any third party or publish any portion of the Software or Application created using the Software or screen displays thereof, or use the Software for any purpose except as expressly permitted herein.
- Named User Authorization Required.
3.1 In order for you to install, access or use Software, you must be officially designated as an individual Named User by either Licensor or an employee of your Company who engages in license administration activities in relation to the Software via Licensor’s support/admin website portal (“License Administrator”) designated by your Company, and such designation must be active at the time (“Named User”). A Named User must be an actual identifiable individual person, not a job function or shared role. Only Named Users may install, access and use the Software. Subject to the terms and conditions of this Agreement and any applicable Overlay Agreement (including the payment of any applicable license fees), Licensor hereby grants to you, as a Named User, a non-exclusive, non-transferable, limited license, without any right to sublicense, to install, execute and use the Software in machine readable object code only. Your initial designation as a Named User may require your input of personal information about yourself in the designated fields, as well as the unique License Key, as a precondition to commence installation and use of the Software as a Named User. A “Named User License” is subject to the terms and conditions of this Agreement and the applicable Overlay Agreement(s) and provides for a single installation of the Software (or component thereof which is enabled for installation by the License Key) installed and accessed by ONLY YOU (as an appropriately designated Named User) solely for the use permitted by the applicable Overlay Agreements or for Trial use (as the case may be), as may be further limited by the standard functionality of the Software as provided in machine-readable object code only.
3.2 If you have not been made a Named User pursuant to appropriate authorization under a valid license from Licensor, either by your Company or by Licensor, do NOT install, access or use the Software. If you are not an authorized Named User but have installed, accessed or used the Software, all of the limitations (including those applicable to Named Users) and none of the privileges hereof shall apply to and restrict your access and use of the Software and you will be subject to legal consequences, including, without limitation, liability for copyright infringement.
- Trial License.
5.1 If Licensor designates the Software as “Trial” software (for example, by issuing a temporary license key (“TLK”), designating the Software as “Evaluation Use,” “Use to Create A Permitted Application”, “Demonstration”, “Evaluation”, “Alpha”, “Beta”, “Preview”, or “Trial” (whether in an emailed statement, download instruction, or otherwise) (collectively, “Trial Software”), or otherwise informing you of the trial nature of the Software), you may use the Software only to evaluate the Software for use in creating a decisioning, process automation, or machine learning application, and not for any other purpose, such as reverse engineering, creating a similar product, or use in a production environment. For the avoidance of doubt, at no time may any Trial Software be used in a production environment. With respect to Trial Software provided as software-as-a-service, you acknowledge and agree that the Software will be provided from and hosted in the United States. With respect to Trial Software, Licensor only grants you a single Named User License for your Trial use under this Agreement, which license is non-exclusive, non-sublicensable and non-transferable and without any undertaking of liability by Licensor.
5.2 A Trial version of the Software will typically be accompanied by a TLK and may only be used for a maximum of thirty (30) days (unless earlier terminated by Licensor) (“Trial Period”), and the Trial version cannot be used for any project development or commercial or production use. The Trial license may be terminated by Licensor at any time and for any reason. Upon termination of the Trial license for any reason, you shall, at Licensor’s option, return to Licensor or destroy all copies of the Trial Software. Upon Licensor’s request, you shall certify in writing that all copies of the Trial Software have been destroyed or returned to Licensor. For use of the Trial Software beyond a temporary Trial, you, License Administrator and/or Company must enter into an appropriate Overlay Agreement with Licensor. Notwithstanding anything to the contrary in this Agreement or any Overlay Agreement, “Trial” Software is provided “as is” and without warranties of any kind.
5.3 Licensor agrees at the conclusion of the Trial Period that you or your Company is under no obligation to enter into an Overlay Agreement for use of the Software or any other agreement. If an Overlay Agreement is not entered into before the end of the Trial Period or if Licensor otherwise terminates this Agreement, you agree that your right to access and use the Software will cease.
5.4 Licensor has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Trial Software to you or your Company.
5.5 The Parties agree that no fees will be payable under this Agreement in exchange for the access to Trial Software granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
6.1 Definition. “Confidential Information” of a party means all information (regardless of the form of disclosure or the medium used to store it) either treated by a disclosing party (“Disclosing Party”) as confidential or which would be reasonably understood to be confidential, and of which the recipient (“Receiving Party”) first becomes aware either: (i) through disclosure by the Disclosing Party to the Receiving Party; or (ii) otherwise through the Receiving Party’s involvement with the Disclosing Party. “Confidential Information” shall include, but is not limited to, past, present or future customers or employees; business practices and concepts; costs, prices and pricing methods; marketing and customer information; financial results, budgets, forecasts and projections; technical data, schematics, analyses, designs, specifications, drawings, ideas, methods, trade secrets, processes, know-how, prototypes, research and development activities; and information on production, manufacturing and distribution. In the case of InRule, “Confidential Information” includes the Software and any information or data contained in the Software or any portion thereof. Confidential Information shall not include any information which: (a) can be demonstrated to have been known to the Receiving Party prior to receipt from the Disclosing Party; (b) is, or becomes, generally available to the public through no wrongful act of, or breach of this Agreement by, the Receiving Party; (c) is received by the Receiving Party from a third party without confidentiality restrictions and without breach of this Agreement; (d) is disclosed to a third party by the Disclosing Party without obligation of confidentiality; or (e) is independently developed by the Receiving Party without the use of the Confidential Information disclosed hereunder. The Receiving Party shall bear the burden of proof in any dispute regarding the applicability of any exclusion.
6.2 Non-Disclosure. The Receiving Party shall maintain the confidentiality of all Confidential Information of the Disclosing Party. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information except to its employees or agents to the extent necessary for the performance of this Agreement. Such employees and agents shall be bound to a duty of confidentiality and non-use substantially similar to the one contained herein. The Receiving Party shall be responsible for any breach of the obligations of confidentiality and non-use contained herein by its employees and agents. Each Party further agrees not to use any of the other Party’s Confidential Information other than in connection with the performance of this Agreement. Upon written request, the Receiving Party shall destroy or return all Confidential Information and any copies thereof, except for digital copies that cannot be readily deleted and which are automatic back-up or archival server copies which shall be deleted in the Receiving Party’s ordinary course of business, provided such digital copies shall remain subject to the terms herein until such destruction occurs. The Parties agree that, in addition to any other relief allowed in law or equity or in this Agreement, the Disclosing Party may seek injunctive relief in any court of competent jurisdiction for any breach of this Section 6.2. The obligations of confidentiality and non-use contained herein will survive the termination or expiration of this Agreement for a period of five (5) years.
- Intellectual Property Rights.
7.1 You acknowledge and agree that Licensor or its licensors have and will retain all right, title, interest and ownership in and to the Software (including trial versions thereof) and any copies, updates or derivative works of the Software, other than decisions, workflows, and/or machine learning models created by you. You acknowledge that the Software specifically constitute proprietary information and trade secrets of InRule and its licensors whether or not any portion thereof is or may be the subject of a valid copyright or patent.
7.2 Neither you nor your Company shall challenge Licensor’s ownership of all right, title and interest in and to the Software. You agree, on behalf of Your Company and its Named Users, that you and they shall not: (i) seek or register any copyright or patent containing any portion of the Software (including, without limitation, the methodologies contained therein); (ii) seek any patent that relies upon or derives from (in whole or in part) the architecture, functionality or utility of the Software; (iii) assert against Licensor, its licensees, licensors, service providers or distribution partners any rights in: (1) patents for decisioning, process automation, or machine learning applications developed using the Software; or (ii) patent to the extent the right is based upon or arises out of works of authorship, inventions or other matter already embodied in the Software.
7.3 You hereby grant Licensor a non-exclusive, transferable, irrevocable, worldwide, perpetual, royalty-free and fully paid-up license to use Statistical Data for any purpose whatsoever, including, without limitation, for purposes of enhancing, developing, marketing, and/or promoting Licensor products and services including but not limited to the Software. “Statistical Data” means any information/data that Licensor derives from the Customer Data (as defined below), provided that such information/data is aggregated and/or de-identified such that it cannot reasonably be used to identify you or your Company.
7.4 Licensor acknowledges that, as between you, your Company, and Licensor, you or your Company own all right, title, and interest, including all intellectual property rights, in and to, other than Statistical Data (as defined below), information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or your Company through the Software (“Customer Data“). You acknowledge and agree that Customer Data will be transferred to the United States in connection with this Agreement, and you hereby grant to Licensor a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise access, use and display the Customer Data.
7.5 Any and all feedback, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the Software (collectively “Feedback”), is deemed non-confidential and you grant to Licensor, under all of your or your Company’s intellectual property rights, a worldwide, perpetual, royalty-free, irrevocable and non-exclusive license, with the right to sublicense, to use and disclose the Feedback in any manner Licensor chooses and to display, perform, copy, make, have made, use, license, and otherwise dispose of Licensor’s products embodying such Feedback in any manner that Licensor so chooses, without reference or obligation to you or your Company.
- Disclaimers; Limitation of Liability.
8.1 EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE, OPERATION OR USE THEREOF, THE DATA GENERATED BY THE OPERATION OR USE THEREOF, OR ANY MAINTENANCE AND SUPPORT SERVICES RENDERED WITH RESPECT THERETO OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. LICENSOR HEREBY EXCLUDES ALL IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW, INCLUDING, SPECIFICALLY, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF MERCHANTABLE QUALITY, OR OF FITNESS FOR ANY PURPOSE, PARTICULARLY, SPECIFIC OR OTHERWISE, OR OF NONINFRINGEMENT, CONCERNING THE SOFTWARE, OPERATION OR USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE, AND LICENSOR UNDERTAKES NO RESPONSIBILITY THEREFOR. LICENSOR IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE LICENSOR’S CONTROL.
8.2 LICENSOR’S LIABILITY IN CONTRACT, TORT OR OTHERWISE IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED ANY LICENSE FEE PAID TO LICENSOR BY YOU FOR THE SOFTWARE. NEITHER LICENSOR NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Term and Termination.
9.1 Unless otherwise expressly limited to a specific duration in the applicable Overlay Agreement or for Trial Software, the license granted to you hereunder is perpetual and will continue unless terminated as provided in this Agreement or the applicable Overlay Agreement. This Agreement shall terminate: (i) upon Licensor’s written notice to You if You breach or violate any of Your obligations under the “Licensor Software,” “Backup Copies,” “Prohibited Activities and Restrictions” or “Confidentiality” sections of this Agreement; (ii) if you breach or violate any other term of this Agreement and fail to correct such breach or violation to the reasonable satisfaction of Licensor within thirty (30) days after receiving notice of such breach or violation; or (iii) as specified in the “Trial License” section of this Agreement, if applicable.
9.2 Upon termination of this Agreement, You shall immediately: (i) discontinue all use of the Software; (ii) deliver to Licensor (or at Licensor’s election, certify destruction of) all media containing the Software and all other physical copies of the Software; (iii) destroy all copies of the Software contained in any computer memory or data storage apparatus under your control; and (iv) certify to Licensor within one (1) week after the termination of this Agreement that you have delivered to Licensor and destroyed the Software and all copies thereof in accordance with this Section.
10.1 This Agreement and all of the terms, provisions and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.2 Except as may be expressly provided to the contrary in an applicable Overlay Agreement: (i) neither you, License Administrator, nor Your Company may assign any rights or obligations hereunder, whether by direct transfer or assignment or operation of law, without the prior written consent of Licensor, and any attempted assignment by you, License Administrator or your Company in violation of this section shall have no force and effect, be void and shall be a material breach of this Agreement.
10.3 This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to any conflict of law, provision or rule that might also be applicable; (iii) you submit to the exclusive jurisdiction of the courts of the State of Illinois or the United States District Court for the Northern District of Illinois for the purpose of any action or proceeding in connection with this Agreement or the Software. The application of the Convention of the United Nations of April 11, 1980, on Contracts for the International Sale of Goods is hereby excluded.
10.4 In the event that any one or more provisions of this Agreement shall for any reason be held by any tribunal of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and each invalid, illegal or unenforceable provision shall be treated by the tribunal as modified to the least extent necessary to rectify its invalidity, illegality or unenforceability and shall be enforced as so modified.
10.5 Nothing in this Agreement shall be deemed or construed by the parties or any other entity to create an agency, partnership or joint venture between Licensor and you. You shall not solicit the employment or engagement of nor employ or engage any Licensor personnel who has been directly involved in the development, sale, installation or support of the Software for a period of two (2) years from the later of the termination of such individual’s employment with Licensor or the last date of receipt by you of any Software or services related to the Software.
10.6 The Software is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if your Company is an agency of the U.S. Government or any contractor therefor, you and your Company only receive those rights with respect to the Software as are granted to all other end users, in accordance with (i) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. § 12.212, with respect to all other U.S. Government users and their contractors.
10.7 You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Software or any Customer Data outside the United States.
10.8 Your breach of this Agreement would cause Licensor to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, upon any actual, suspected, or threatened breach of this Agreement, Licensor will be entitled to seek injunctive relief without posting a bond, proving damages, or fulfilling similar requirements, in addition to seeking any remedies available at law or in equity.