LICENSE

DEEP IVY SOFTWARE LICENSE AGREEMENT

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE ACCOMPANYING THIS AGREEMENT (“LICENSED SOFTWARE”), YOU (AS AN INDIVIDUAL OR ON BEHALF OF THE ENTITY YOU REPRESENT) (“LICENSEE”) IS AGREEING TO BE BOUND BY AND BECOMES A PARTY TO THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).  IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE MUST NOT DOWNLOAD, INSTALL, REVIEW, EVALUATE, OR USE THE LICENSED SOFTWARE.  THE “LICENSOR” IS IVY, INC. D/B/A DEEP IVY.


1.	License Grant.  Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a worldwide, non-exclusive and royalty-free license, during the term of this Agreement, to reproduce and use the Licensed Software (in executable code form only) solely for Licensee’s internal use. The foregoing license is not sublicensable to any third party, except to those contractors and wholly owned subsidiaries of Licensee who need access to the Licensed Software to perform services solely for the benefit of Licensee.


2.	License Restrictions.  Licensee agrees not to, and agrees that Licensee will not permit or encourage any person or entity to: (i) make the functionality or features of the Licensed Software, or any modified version(s) thereof, available in source code form or as a service, including as a software-as-a-service, platform-as-a-service, database-as-a-service or managed service; (ii) use the Licensed Software for any illegal purpose; (iii) use Licensor’s name, trade name(s), trademark(s) or logo(s) in any manner without the prior written consent of Licensor; or (iv) translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Licensed Software or any part thereof or otherwise attempt to discover any source code or modify the Licensed Software in any manner or form unless expressly allowed. Licensee will not remove, alter, or obscure any proprietary notices (including copyright notices) of Licensor or its suppliers on the Licensed Software or any related  documentation.


3. 	Ownership of Licensed Software and Feedback.  The Licensed Software, and all worldwide intellectual property rights relating thereto, are the exclusive property of Licensor and its suppliers.  The Licensed Software is protected by various intellectual property laws throughout the world, including but not limited to copyright laws. All rights in and to the Licensed Software not expressly granted to Licensee in this Agreement are reserved by Licensor and its suppliers. Licensee agrees that the submission of any ideas, suggestions, proposals, concepts, designs, improvements, or other materials concerning the Licensed Software (“Feedback”) is at Licensee’s own risk and that Licensor has no obligation (including without limitation obligations of confidentiality) with respect to such Feedback.  Licensee represents and warrants that Licensee has all rights necessary to submit the Feedback. Licensee hereby grants to Licensor a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback.


4.	Licensee Data and Code; Analyses.  All data and code submitted, transmitted, or otherwise provided by Licensee to the Licensed Software, and all code resulting from transpilation by Licensee using the Licensed Software (collectively, “Licensee Data and Code”), and all worldwide intellectual property rights therein, are, as between Licensor and Licensee, the exclusive property of Licensee. Licensee is solely responsible for the legality and its use of the Licensee Data and Code, and Licensee represents and warrants to Licensor that Licensee has and will maintain all rights, permissions, consents, and approvals necessary for Licensor and the Licensed Software to receive and use all Licensee Data and Code as permitted and contemplated herein. Licensee shall defend, indemnify, and hold harmless Licensor and its affiliates, employees, officers, directors, and agents from and against all claims and allegations, and all damages, losses, liability and expenses (including reasonable attorneys’ fees), resulting from Licensor’s use of Licensee Data and Code as permitted and contemplated herein. Licensee hereby grants to Licensor a non-exclusive license to reproduce and use Licensee Data and Code for the purposes of (a) providing the Licensed Software and related services to Licensee, and (b) to monitor Licensee’s and its authorized users’ use of the Licensed Software, for security and operations management, to create statistical analyses, for research and development purposes, and to improve the Licensed Software and Licensor’s other products and services (collectively, along with all data and information regarding Licensee’s use and the performance of the Licensed Software, “Analyses”). As between Licensor and Licensee, all Analyses and all worldwide intellectual property rights therein are the exclusive property of Licensor. Licensor may use and fully exploit Analyses for any lawful purpose, including making Analyses publicly available; provided, however, that such Analyses will not incorporate Licensee Data and Code, personal information, or Confidential Information of Licensee in a form that could serve to identify Licensee or any individual.


5. 	Third Party Software.  Certain items of software included with the Licensed Software, such as open source software, are licensed from third parties and are subject to the terms and conditions provided by such third parties (“Third Party Software”).  The Third Party Software is not subject to the terms and conditions of Section 1, and instead, each item of Third Party Software is licensed under the terms of the license that accompanies such Third Party Software. Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the terms and conditions of any applicable license for Third Party Software. A list of such Third Party Software along with the corresponding license terms is available from Licensor upon written request.


6.	Disclaimers.  The Licensed Software is provided “As Is” with all faults, and the entire risk as to satisfactory quality, accuracy, and effort is with the Licensee. Licensor makes no representations and disclaims all warranties, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.


7.	Limitation of Liability.  In no event will Licensor be liable for any consequential, indirect, exemplary, special, or incidental damages, including any lost data or lost profits, arising from or relating to this Agreement or Licensee’s use of the Licensed Software,  even if Licensor has been advised of the possibility of such damages.  Licensor’s total cumulative liability in connection with this Agreement and the Licensed Software, whether in contract or tort or otherwise, will not exceed one-thousand dollars USD ($1,000).


8.	Termination

8.1	Termination.  This Agreement and the license granted under it shall terminate automatically and immediately, without notice by Licensor, if Licensee breaches this Agreement.

8.2	Effects of Termination.  Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist, and Licensee must promptly discontinue all use of the Licensed Software, erase all copies of the Licensed Software from Licensee’s computers, and permanently destroy all copies of the Licensed Software and any related documentation in Licensee’s possession or control. Sections 2, 3, 4, 5, 6, 7, 8.2 and 9.2 will survive termination of this Agreement and remain in full force and effect.


9.	General

9.1	Versioning.  Licensee acknowledges and agrees that new versions of the Licensed Software may be subject to a different license agreement that Licensor makes available or bundles with such new version rather than this Agreement.

9.2	Miscellaneous.  Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Licensee, and any such attempted assignment or transfer shall be void and without effect.  Any notice to Licensee may be provided by email or may be posted in publicly accessible areas of Licensor’s website at [URL].  This Agreement and all disputes or controversies arising out of or relating to it shall be construed, governed, and enforced in accordance with the laws of the United States and of the State of Delaware without regard to conflict of laws principles. Licensor and Licensee irrevocably submit to the exclusive jurisdiction of the federal or state courts located in Delaware in any action, suit or proceeding arising out of or relating to this Agreement, irrevocably agree that venue lie exclusively in such courts, and hereby waive any objection based on lack of personal jurisdiction or inconvenient forum.