License agreements for RapidPixel SDK

TERMS OF SUBSCRIPTION TO RAPIDPIXEL SOFTWARE DEVELOPMENT KIT

LICENSOR NAME: “ConstantRobotics Sp. z o.o.”

This non-exclusive perpetual license agreement (hereinafter the Agreement) defines the procedure for granting the right to use the source code of the software and is aimed at regulating obligations and responsibilities between ConstantRobotics Sp. z o.o. (hereinafter LICENSOR) and a person to whom the right to use is granted (hereinafter LICENSEE).

These terms of subscription and non-exclusive, license to access, limited perpetual license of RAPIDPIXEL SOFTWARE DEVELOPMENT KIT agreement (hereinafter the Agreement) define the procedure for granting the right of access and use source code, documentation, of a set of software libraries and sample applications, software intended for use as a development tool, that allow to create video processing applications and is aimed at regulating obligations and responsibilities between ConstantRobotics Sp. z o.o. (hereinafter LICENSOR) and a person to whom the right to use is granted (hereinafter LICENSEE).

This Agreement is offered only to persons who are not consumers under any applicable law. If you are a consumer, you are not authorized to enter into the Agreement. In particular, if you reside within the European Union, you are a consumer, when you are a natural person who makes a legal transaction with a trader which is not directly related to your economic or professional activity; or (ii) a natural person who concludes a contract directly related to your economic activity, when it follows from the content of that contract that it does not have a professional character for that person, resulting in particular from the subject of your economic activity, made available on the basis of the provisions on the relevant register. By clicking “ACCEPT” button or downloading the Licensed Work you represent, warrant and certify that you are authorized to enter in the Agreement. Regarding a legal person or an organisational unit without legal personality, to which legal capacity is granted by law, by clicking “ACCEPT” button or downloading the Licensed Work you represent, warrant and certify that you are an authorized representative of a legal person or an organisational unit without legal personality, to which legal capacity is granted by law, you have the authority to bind and represent the aforementioned entities, you have read this agreement and understand it.

If you are not authorized to enter into the Agreement, or if you do not agree to all the terms of the Agreement, then you must not order the Licensed Work, and you must not install, access, copy or use the Licensed Work. Information (including pricing information) made available on LICENSOR’s website is not a legally binding offer and is not a part of this Agreement. All pricing information is provided net of VAT unless expressly noted otherwise.

The publication (posting) online of this Agreement constitutes an invitation to place an order to enter into a license agreement.

WITNESSETH THAT

WHEREAS, LICENSOR has proprietary rights, which include intellectual property rights, to the Licensed Work.

WHEREAS, LICENSOR owns and controls all existing intellectual property, including but not limited to trademarks, copyrights, patents, and trade secrets, relating to the Licensed Work.

WHEREAS, subject to the terms and conditions contained herein, LICENSEE desires an access to and license to use the Licensed Work, and LICENSOR is willing to grant such license to Licenses Work to LICENSEE.

NOW, THEREFORE, for consideration of the foregoing, the parties freely and voluntarily enter into this Agreement under the following terms and conditions:

ARTICLE 1 DEFINITIONS

“Licensed Work” means a set of software libraries and sample applications, source code and documentation that allow to create video processing applications with proven performance. The Licensed Work includes software libraries as well as applications templates to create video processing applications. The term Licensed Work encompasses software intended for use as a development tool and it includes the entirety as well as each component or element of the Licensed Work.

ARTICLE 2 TERMS OF LICENSE

2.1. LICENSOR hereby grants to LICENSEE a royalty-bearing, worldwide, non-sublicensable, non-exclusive license to access, use, install, reproduce, copy the Licensed Work conditional on the limitation imposed in Section 2.2. The Licensed Work is only licensed, not sold.

2.2. All reproduction, sale or distribution of Licensed Work shall be as part of LICENSEE’s hardware or software products only. LICENSEE can include software into his top-level software. In addition, this license shall be non-transferable without the prior written consent of the LICENSOR. You are not authorized to sell and distribute (on commercial and non-commercial basis) the Licensed Work on stand-alone basis, without the Licensed Work being a part of LICENSEE’s hardware or software products.

2.3. The technical description and documentation for the Licensed Work will be provided to LICENSEE before the Agreement is concluded and the subscription fee is paid.

ARTICLE 3 ACCESS TO LICENSED WORK

3.1. To conclude this Agreement a LICENSEE must send to the LICENSOR a request by placing an order on the LICENSOR’S website. In return the LICENSOR sends to a LICENSEE an e-mail confirming receipt of a request and an invoice for payment, which contains bank account details and the amount of subscription fee. The e-mail is acknowledgment that the LICENSOR has received the request, but the email does not constitute acceptance of LICENSEE’s offer. Only after the payment is made by a LICENSEE, the LICENSOR will provide the LICENSEE with a downloadable link to Licensed Work. The files are accessed by LICENSEE by opening a link to the cloud repository. The validity period of the link is three (3) business days as of LICENSOR’S notification.

3.2. The Agreement is entered into between the LICENSEE and the LICENSOR and is effective on the day the payment of the subscription fee is made, which is understood to be the commencement of the subscription period. The application of any terms and conditions, general terms of purchase or other terms of the LICENSEE (whether or not contained in LICENSEE’s purchase documents) is hereby expressly excluded and therefore such terms do not become part of the Agreement.

3.3. As part of the subscription fee, the LICENSOR offers technical support and updates of Licensed Work.

3.4. Updates means delivering new versions of the Licensed Work in 5 days after new version of the Licensed Work release being published on LICENSOR’S website. Updates is conducted by providing the LICENSEE with a downloadable link to Licensed Work. The validity period of the link is three (3) business days as of LICENSOR’S notification.

3.5. The LICENSOR shall not be responsible for integrating the Licensed Work with the LICENSEE’s existing software systems or applications as part of this Agreement. Specifically:

a) The LICENSOR does not provide services related to the integration of the Licensed Work with any of the LICENSEE’s current or future systems or applications. This includes, but is not limited to, data exchange, aligning functionalities, configuring interfaces, and resolving compatibility issues between different software components.

b) The LICENSEE acknowledges and agrees that any tasks related to the integration of the Licensed Work with their existing systems or applications are solely the responsibility of the LICENSEE.

c) If integration services are required, the LICENSEE may need to engage third-party service providers at their own cost and discretion. The LICENSOR shall have no liability or responsibility for the performance of such third-party services.

d) By accepting this Agreement, the LICENSEE confirms their understanding that the LICENSOR’s obligations do not extend to integration and that they are solely responsible for any necessary integration activities.

3.6. In order to ensure the correct access to Licensed Work, the LICENSEE should ensure that the minimum technical requirements communicated by the LICENSOR or published on the LICENSOR’s website are met, in particular as regards the type and minimum version of the operating system and Internet browser used, as well as access to the Internet.

3.7. The LICENSEE shall install and further use the “Licensed Work” on his own.

3.8. The LICENSEE has the right to install the Licensed Work on any devices (unlimited number of devices) and to make any changes to the open configuration of the “Licensed Work” by its own means.

3.9. The Licensed Work can be accessed by the LICENSEE and used for a year as of the commencement of the subscription period, against a yearly, renewable subscription fee.

ARTICLE 4 CONSIDERATION

4.1. As consideration for the access to and license to use the Licensed Work by LICENSEE, LICENSEE shall pay to LICENSOR an up-front yearly subscription fee (lump sum).

4.2. The subscription fee is fixed for the relevant subscription period. VAT or other relevant taxes or charges apply.

4.3. Currency of payment: EURO, USD or PLN. The LICENSEE bears any bank transfer costs.

4.4. The subscription fee shall be paid by the LICENSEE not later than within five (5) business days after the invoice for payment has been issued by LICENSOR. Failure to pay the subscription fee within the deadline means that the LICENSEE withdrew the offer to conclude this Agreement and the LICENSOR is not bound to perform any of its obligations.

4.5. The subscription fee shall be paid by bank transfer.

4.6. The payment of subscription fee is deemed to be effective at the time the funds are received in the LICENSOR’s current account.

4.7. The subscription fee is renewed on yearly basis. 14 calendar days before the lapse of the yearly subscription the LICENSOR will issue a pro-forma invoice to the LICENSEE for the next yearly subscription period and send it to the LICENSEE’s email address. The subscription fee must be paid by the lapse of the yearly subscription at the latest. Failure to pay the yearly renewal subscription fee means that the Agreement will not be automatically extended for another subscription year and access to the Licensed Work and any updates is immediately terminated and inactivated.

4.8. The subscription fee determined in this Agreement is subject to annual indexation by the rate of increase of prices of goods and services (the so-called inflation index) appropriate to the agreement currency:

• for PLN - published by the President of the Central Statistical Office of Poland (GUS);
• for EURO - HICP index published by Eurostat;
• for USD - CPI published by BSL (U.S. Bureau of Labor Statistics) in US; In the event of an increase in the inflation rate, the LICENSOR is entitled to change its remuneration on the basis of a unilateral statement. The change will take place in each subsequent calendar year from the date of commencement of the yearly subscription and will be reflected in the first invoice following the indexation. The indexation of the subscription fee does not exclude changes in remuneration for other reasons based on the Parties’ agreement.
  
  

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1. LICENSOR represents and warrants that it has the full right and power to grant the license of the Licensed Work set forth in Section 2; and it is not under, and will not assume, any contractual obligation that prevents it from performing its obligations hereunder or conflicts with the license granted in Section 2.

5.2. LICENSOR provides to LICENSEE the “Licensed Work” according to the AS IS ("As is") and “as available” principle. To the fullest extent permitted by applicable law and except otherwise expressly contained in the Agreement, LICENSOR hereby disclaims any warranty, express or implied, statutory or other, of any kind or nature, including, but not limited to, any warranties of performance or merchantability, commercial suitability, data accuracy, or fitness for a particular purpose or use, including without limitation that LICENSOR does not warrant that the Licensed Work will be error-free, complete, or correct. LICENSOR does not provide any other warranties. LICENSEE uses the Licensed Work at its own risk and the LICENSOR does not bear any responsibility nor have liability to the LICENSEE or any third party in connection with the LICENSEE’s use of or reliance on the Licensed Work. LICENSOR in particular is not liable for gaps and deficiencies arising and/or detected in the process of updating, operating and maintaining the “Licensed Work” (including without limitation compatibility problems with other software products, drivers etc., inconsistency of the results of using the “Licensed Work” with the LICENSEE’s expectations etc.).

5.3. The LICENSOR shall not be liable to the LICENSEE where faults arise from:

(a) the possession, use, development, modification or maintenance of the Licensed Work (or any part thereof) by the LICENSEE other than in accordance with the Agreement, if the infringement would have been otherwise avoided;

(b) misuse, incorrect use of or damage to the Licensed Work from whatever cause (other than any act or omission by;

(c) any breach of the LICENSEE’s obligations under the Agreement;

(d) any modification not authorized by the LICENSOR resulting in a departure from the Agreement; or

(e) any operator error on the part of the Licensee.

5.4. Notwithstanding anything in the Agreement and except for liabilities arising from the gross negligence or wilful misconduct of a party, in no event shall (a) the LICENSOR be liable with respect to any subject matter of the Agreement under any contract; tort including negligence or strict liability; indemnity or other legal, contractual or equitable theory for any indirect, special, punitive, incidental or consequential damages, however caused and whether or not advised in advance of the possibility of such damages; damages for lost profits or lost data; or cost of procurement of substitute goods, technology or services; or (b) the LICENSOR’s aggregate liability arising under, with respect to, or in connection with the Agreement exceed 25% of the subscription fee actually paid by the LICENSEE for the Licensed Work.

5.5. LICENSEE must not:

(a) patent any technologies or algorithms implemented in the Licensed Work. Furthermore, LICENSEE shall refrain from seeking patent protection for any inventions or intellectual property derived from or based on the algorithms, technologies, or any other components of the Licensed Work. This restriction applies to any jurisdiction worldwide. In addition, LICENSEE acknowledges that any patent applications or copyright works based on or incorporating LICENSOR’s algorithms or technologies are strictly prohibited;

(b) publish, promote, broadcast, circulate or refer publicly to the LICENSOR name, trade name, trademark, service mark or logo, without the prior written consent of LICENSOR;

(c) commit any act or omission the likely result of which is that LICENSOR reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on LICENSOR’s interests.

5.6. LICENSEE will indemnify and hold harmless the LICENSOR against all costs, expenses, losses and claims made against the LICENSOR as a result of any infringement of a third party’s intellectual property rights arising from the LICENSEE’s unauthorized use of the Licensed Work under the Agreement. LICENSOR must notify promptly the LICENSEE of the charge of infringement or of the legal proceeding, and the LICENSOR must provide the Licensee, at Licensee’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the LICENSOR without its prior written consent.

ARTICLE 6 TERM & TERMINATION

6.1. The LICENSOR shall have the right to unilaterally amend the Agreement at any time at its discretion. If the LICENSOR amends the Agreement, such amendments shall enter into force from the moment the amended text of the Agreement is posted on the Internet.

6.2. The LICENSEE accepts and acknowledges any amendments and/or additions made by the LICENSOR to the Agreement at the moment of posting it. The LICENSEE agrees to continue the Agreement under the amendments and/or additions made by LICENSOR. Any amendments and/or additions to the Agreement shall not constitute grounds for termination of the Agreement by the LICENSEE

6.3. This Agreement shall be valid during the subscription period and cannot be terminated by the LICENSEE during this period.

ARTICLE 7 COMMUNICATIONS

7.1. Notices and other communications shall be sent by email (info@constantrobotics.com) or by registered or certified mail to the following address and shall be effective upon delivery: Adama Mickiewicza 37/58, 01-625 Warsaw, Poland.

ARTICLE 8 CHOICE OF LAW

8.1. This Agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the law of Poland, excluding the Convention on the International Sale of Goods (CISG) and without regard to its principles or laws regarding conflicts of laws. Any disputes shall be addressed and resolved through the Court of Arbitration at the Polish Chamber of Commerce in Warsaw, Poland, and the arbitration shall be held in English.

ARTICLE 9 OTHER CONDITIONS

9.1. The Agreement can also be made available on the Internet at https://rapidpixel.constantrobotics.com/docs/License.html. This Agreement is drawn up in English. Any changes or amendments to the Agreement must be made in writing or otherwise null and void.

9.2. All the terms of this Agreement apply equally to the “Licensed Work” as a whole and to its components or elements individually.

9.3. The “Licensed Work” may include the Apache 2.0 software. Relevant terms of a license of Apache 2.0 apply.

9.4. The LICENSOR retains all rights, title and interest in and to the Licensed Work, as well as all intellectual property rights in and to the Licensed Work not expressly granted in the Agreement. The Licensed Work is protected by copyright and other intellectual property laws. The LICENSEE does not acquire any rights of ownership in the Licensed Work hereunder.

9.5. LICENSEE shall not display or make any use of LICENSOR’s name or logos in connection with LICENSEE application without the prior written approval of LICENSOR.

9.6. If any provision of this Agreement to any extent is declared invalid or unenforceable, the remainder of the Agreement will not be affected thereby and will continue to be valid and enforceable to the fullest extent permitted by law.

9.7. The export of the Licensed Work from the country of original purchase may be subject to control or restriction by applicable local law. The LICENSEE is solely responsible for determining the existence and application of any such law to any proposed import, export and for obtaining any needed authorisation. The LICENSEE agrees not to export the Licensed Work from any country in violation of applicable legal restrictions on such export.