GENERIC TERMS AND CONDITIONS OF SOFTWARE LICENSING

 

THESE SPECIFIC TERMS AND CONDITIONS OF SOFTWARE LICENSING (“License T&C’s“) are applicable between PROPHESEE S.A., a company duly organized and existing under the laws of France, whose registered office is 74, rue du Faubourg Saint-Antoine, 75012 Paris, France, registered in RCS Paris under No. 800 681 892 (“Prophesee“) and any entities whatsoever (the “LICENSEE”) having:

  1. purchased a Prophesee product (hardware) to which a SOFTWARE (as defined in Article 0 below) is associated, whether embedded or not, under a purchase order (the “PO”) based on Prophesee’s commercial offer (the “Quotation”) or “Contract” as defined in Prophesee’s General Terms and Conditions of Sale (the “Hardware T&C’s”). In that case, the present License T&C’s complement, and in case of discrepancy prevail over, the Hardware T&C’s as applicable to the hardware part of the Prophesee product and with respect to the SOFTWARE (as further defined below) and any Intellectual Property Rights (as further defined below); or
  2. using the SOFTWARE (as defined in Article 0 below) independently from a Prophesee product (hardware).

Unless otherwise agreed in written between the Parties in e.g. a collaboration or specific development agreement, no other terms shall apply, and e.g. the LICENSEE’s terms and conditions of purchase are excluded even if attached to the LICENSEE’s purchase order or to any other documents. In case of discrepancy between these License T&C’s and another document alleged by the LICENSEE, these License T&C’s shall prevail over the latter. Prophesee and its grantors retains in the SOFTWARE, the access and licensing rights granted, the restriction in use and the limited warranty applicable to the SOFTWARE.

PROPHESEE IS ONLY WILLING TO LICENSE THE SOFTWARE (as further defined below) TO LICENSEE SUBJECT TO HIS ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS AS SET FORTH HEREIN WITHOUT RESERVE. BY ORDERING, DOWNLOADING, INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE, LICENSEE INDICATES THAT HE AGREES TO BE BOUND BY ALL THE License T&C’s HEREIN. IF LICENSEE DOES NOT AGREE WITH THESE License T&C’s OR MAKE HIS ACCEPTANCE CONDITIONAL UPON MODIFICATIONS TO ANY OF THESE License T&C’s, NO License IS GRANTED TO LICENSEE ON THE SOFTWARE, LICENSEE SHOULD NOT DOWNLOAD, INSTALL, USE OR COPY THE SOFTWARE AND ANY PORTIONS OF.

ACCEPTING THESE License T&C’s, GRANTS LICENSEE THE RIGHTS BELOW, ALWAYS SUBJECT TO HIS FULL OBSERVANCE OF THE PRESENT License T&C’s:

 

 

  1. DEFINITIONS

– “Derivative Work” shall mean the results from the Development (has defined below) performed by the LICENSEE with the help of the SOFTWARE in accordance with the License T&Cs, that substantially transforms, adapts or modify the SOFTWARE, which shall become original part of the Device Software and on which LICENSEE shall be the copyright owner.

– “Developers” shall mean the employees of the LICENSEE who will be granted access to the SOFTWARE for the limited purpose of the License (as further defined below). The number of Developers is defined in the Quote.

– “Device” shall mean any hardware prototype or engineering sample of a device such as, but not limited to, a camera or a compute platform that is based on or embed a Prophesee product and is designed, developed and/or manufactured by the LICENSEE or its sublicensed End-Users and that incorporates, integrates and/or runs the Device Software.

– “Device Software” shall mean LICENSEE’s software made of the Derivative Work and its relative dependencies in the SOFTWARE and that may be embodied in a Device.

– “End-User” shall mean a customer of the LICENSEE (i) who is granted a license to on a Software Device; and/or (ii) who purchases a Device from the LICENSEE.

– “Intellectual Property Rights” or “IPR” shall mean any and all intellectual property rights throughout the world, including without limitation any and all inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all re-issuances, divisions, continuations, continuations-in-part, revisions, renewals, extensions and re-examinations thereof, works of authorship, database rights, copyrightable works (including the copyright on software in any code), copyrights (and any applications, registrations and renewals therefore or thereto), topography or semiconductor or other mask work rights, all moral rights, registered or unregistered trademarks (and any applications, registrations, renewals therefor or thereto), logos, service marks, trade dress, domain names, trade names, corporate names, and any translations, adaptations, derivations and combinations thereof (solely to the extent such translations, adaptations, derivations and/or combinations are protected under applicable intellectual property law in which such enforcement is sought), and any goodwill associated with any of the foregoing, applications for any of the foregoing, trade secret rights, moral rights, unregistered design rights, rights to know-how, inventions, and algorithms, and any and all similar or equivalent rights throughout the world, whether under any country or jurisdiction in the world or international conventions.

– “SOFTWARE” shall mean software designed by Prophesee as described in the Quotation for providing the LICENSEE the tools to easily operate the Prophesee product, design, evaluate, demonstrate and sell its own Event-Based Vision solution. The SOFTWARE may combine (i) Prophesee proprietary libraries and algorithms (“Proprietary Libraries”) and (ii) dynamic links to or code inclusions of open-source libraries subject to open-source licenses (“Open Source Libraries”).

– “Updates” shall mean any changes, modifications, reconfigurations, improvements, translations, transformations, derivative works, and/or enhancements of the SOFTWARE provided from time to time by Prophesee to LICENSEE.

  1. LICENSE AGREEMENT

Once the LICENSEE has placed a PO pursuant to a Quotation and PROPHESEE has accepted such PO by order confirmation, the Parties are deemed as irrevocably bound by a final license agreement with effective date as from the date of i) the order confirmation or ii) the download, as applicable (the “Effective Date”), whose documents as follows form integral part of, by order of precedence: i) the Contract, if any; ii) the Order Confirmation; iii) the PO; iv) the Quotation; v) the non-disclosure agreement as may be executed between the Parties; vi) the License T&C’s herein; and vii) the Hardware T&C’s, if the SOFTWARE is part of a Prophesee product purchased by LICENSEE (hereinafter collectively referred to as the “License Agreement”). Such License Agreement constitutes an entire and final agreement between the Parties with respect to the license of the SOFTWARE to the LICENSEE and supersedes any prior discussions, negotiations, and agreements.

 

  1. LICENSE GRANT

2.1. License of the Proprietary Libraries of the SOFTWARE.  Subject to full compliance with the License Agreement, full payment of the Compensation as set forth below in Section 5 and for the duration of the License Agreement, PROPHESEE grants LICENSEE
a non-exclusive, worldwide, non-transferable (whether by assignment, law or otherwise), sub-licensable in accordance with the Section 2.1 (d) below, revocable in accordance with the terms and conditions set forth in these License T&C’s, limited license to (hereinafter referred to as the “License”): 

(a) install, run, test and perform one copy of the SOFTWARE per Developer, whose Proprietary Libraries are delivered by PROPHESEE either in binaries or in source code (as specified in the License Agreement), for Development purpose. “Development” as used herein means (i) creating, designing, developing, configuring and testing Derivative Work from the SOFTWARE and a Device Software resulting therefrom; and (ii) integrating the Device Software into a Device;

(b) run, copy, display and perform the Device Software for Demonstration purpose. “Demonstration” as used herein means (i) demonstration by LICENSEE to End-Users in connection or combination with a Device for internal End-Users test, review and evaluation purposes; and (ii) demonstration of the Device Software in connection with or embodied in a Device, to or by End-User for evaluation, test, assessment of performance of such Device Software and/or Device; and (iii) the promotion by LICENSEE to End-Users of sample versions of the Device Software always in connection or combination with a Device;

(c) manufacture, have manufactured on its behalf, market, offer for sale and distribute the Device Software always in connection or combination with a Device to End-Users; 

(d) unless the Quotation defines otherwise, sublicense the Device Software to End-Users with its relative dependencies in the Proprietary Libraries in binary form only, subject to terms and conditions at least as restrictive as those set forth in these License T&C’s, for internally testing, evaluating and assessing the performance of the Device and/or Device Software in connection with a Device and/or for using the Device and/or Device Software for designing, developing, manufacturing, have manufactured on their behalf, market, offer for sale, sell and distribute their own Device, always in connection, combination with or as embodying a Prophesee product.

The License above is granted provided that LICENSEE complies with the License Restrictions on the Proprietary Libraries as set forth below in Section 2.2.

2.2 License Restrictions on the Proprietary Libraries. License granted pursuant to 2.1 above does not grant the LICENSEE the right to:

(i) use the Proprietary Libraries or any portion thereof, except as expressly and exhaustively authorized in 2.1;

(ii) use the SOFTWARE IN WEAPONS, MILITARY AND SPACE APPLICATIONS;

(ii)  disclose or otherwise make available or accessible the Proprietary Libraries to third parties otherwise than to End-Users as set forth above in Section 2.1, third parties including those which could access to or participate in Demonstration, whether by assignment, rental, lease, timeshare, transfer of any other means;

(iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct, In whole or in part, or discover any source code or underlying ideas or algorithms of any of the software, whether firmware, drivers, and/or application software supplied by Prophesee in object code form only;

(iv) conceal or remove any title, trademark, copyright, proprietary and restricted rights notices contained in the SOFTWARE;

(v) provide access or grant any rights or license to any source code of the Proprietary Libraries and any IPR in any Prophesee product ;

(vi) develop or have developed any Updates;

(vii) assert or oppose any Derivative Work’s IPR to Prophesee, its successors and assigns, or claim infringement by PROPHESEE its grantors, successors and assigns of any IPR owned by LICENSEE, its grantors, successors and assigns in the Derivative Work.

(viii) integrate the Proprietary Libraries or any part thereof into (i) GPL- or LGPL- (GNU General Public License or GNU Lesser/Library General Public License) licensed-code intended for distribution, (ii) Mozilla Public License, (iii) Common Public License, Common Development and Distribution License, or (iv) any other free or open source licensed software that would require publication or giving any rights to third parties in the SOFTWARE or the Device Software not permitted by these License T&C’s.

2.3. License of the Open-Source Libraries of the SOFTWARE. The SOFTWARE, and its Updates as the case may be, may include Open Source Libraries  and/or dynamic links to Open Source Libraries subject to open source licenses. Licensing terms and conditions of all Open Sources Libraries as well as their copyrights and applicable disclaimers are detailed in the SOFTWARE deliverable and are available upon request to support@prophesee.ai.

BY ORDERING THE SOFTWARE AND BY FURTHER DOWNLOADING, INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE, LICENSEE COMMITS TO (i) DOWNLOAD ALL OPEN SOURCE LICENSES, COPYRIGHTS AND DISCLAIMERS THAT ARE LISTED AND MADE AVAILABLE IN OR FOLLOWING THE LINKS DEFINED IN THE SOFTWARE deliverable, (ii) TO COMPLY WITH AND APPLY ALL OPEN SOURCE LICENSES TERMS AND CONDITIONS, COPYRIGHTS AND DISCLAIMERS (iii) TO HOLD PROPHESEE, ITS DIRECTORS, OFFICERS, EMPLOYEES, INSURANCE COMPANIES HARMLESS AND TO INDEMNIFY THE SAME FOR ANY LIABILITIES AND DAMAGES THAT MAY RESULT FROM LICENSEE’S FAILURE TO COMPLY WITH PROVISION (ii) ABOVE.

  1. OWNERSHIP AND RESERVATION OF RIGHTS.

LICENSEE acknowledges that PROPHESEE and its grantors, retain all right, title and interest (including, without limitation, all IPR) in and to (i) the Proprietary Libraries including all Updates thereto; (ii) the Prophesee product; (iii) the manufacturing process technology of the Prophesee product. All rights relating to the Proprietary Libraries that are not expressly granted hereunder to LICENSEE are reserved and retained by Prophesee and its grantors.

  1. SUPPORT SERVICES

If the Quotation and the PO define support services, this Article 4 shall apply.

4.1. Support for bug fixing. For a period of one (1) year after delivery of the SOFTWARE, PROPHESEE will use reasonable efforts to provide technical support within the hourly limit specified in the License Agreement via telephone, email and web portal to fix any SOFTWARE bugs and installation issues. Support will be delivered by a member of Prophesee technical support (support@prophesee.ai) team during the business hours.

Should PROPHESEE in its sole judgment determine that there is a defect in the SOFTWARE, it will, at its sole option, repair that defect by delivering the version of the SOFTWARE that is currently used or instruct LICENSEE to install an Update when available with that defect repaired. PROPHESEE reserves the right to provide LICENSEE with a workaround in lieu of fixing a defect.

Should LICENSEE report a purported defect in the SOFTWARE to Prophesee, PROPHESEE may ask LICENSEE to provide the following information: (i) a general description of the operating environment, (ii) a list of all hardware components, operating systems and other software, and networks, (iii) a reproducible test case, and (iv) any log files, trace and systems files. Failure to provide this information may prevent PROPHESEE from identifying and possibly fixing that purported defect. PROPHESEE will have no obligation of any kind to provide technical support, SOFTWARE maintenance or bug fixing, (a) in the event the defect or bug cannot be reproduced on its reference platform (i.e. a state of the art desktop station or laptop using Ubuntu Linux LTS or Microsoft® Windows® 10 or above operating system respective versions) or (b) for problems caused by or arising out of any of the following: (i) modifications to the SOFTWARE not made by PROPHESEE; (ii) use of the SOFTWARE other than as authorized in the License Agreement or as provided in the documentation for the SOFTWARE; (iii) LICENSEE negligence or fault; (iv) LICENSEE’s external or internal programing, software or scripts; (iv) third-party products not expressly supported by PROPHESEE; or (v) conflicts related to replacing or installing hardware, drivers, and software that has not been PROPHESEE certified (collectively “Not Supported Bugs”).

4.2. Commercial Support Services. The support services (the “Support Services”) are available and may be either detailed in the License Agreement or in the quotation by LICENSEE. Support Services shall be invoiced according to applicable support commercial terms and conditions and shall be made available to LICENSEE, subject to prior quotation and PO.

  1. COMPENSATION

Subject to the terms of the Quotation, in consideration of and as a full and final compensation to (i) the License granted by PROPHESEE according to the License Agreement, and (ii) the deliveries of the SOFTWARE and the services performed by PROPHESEE and (iii) the sublicensing rights granted by PROPHESEE to LICENSEE pursuant to 2.1.(d) above, LICENSEE agrees to pay PROPHESEE prior to downloading the SOFTWARE the lump sum amount detailed in the License Agreement. This lump sum amount is neither refundable nor cancellable, even if LICENSEE decides to exert none of the licensing rights granted herein.

6- PROTECTION, SECURITY AND CONFIDENTIALITY

6.1 LICENSEE shall keep source code of the Proprietary Libraries (“Secured IP”) confidential and not disclose to any third person or employees except to Developers. The LICENSEE shall have as of the Effective Date of the License Agreement, and shall maintain thereafter, with each of its Developers, prior to their access to any Secured IP, a written, signed agreement legally sufficient and effective to enable the LICENSEE and each such Developers to comply with all the provisions of the License Agreement, and specifically this Section.

6.2 LICENSEE shall not and shall not permit anyone else than the Developers to use, reproduce, duplicate the Secured IP for Development purpose. Licensee shall promptly notify PROPHESEE of any unauthorized access to or any unauthorized use or disclosure of Secured IP.

6.3. LICENSEE shall take the following precautions with respect to the SOFTWARE licensed under this Agreement:

  1. for any Secure IP that is granted access to LICENSEE by PROPHESEE: i) access, download and use the Secure IP only on a secured computer system where access to the SOFTWARE shall be controlled by password identification protection software; and ii) forbid any further upload of the Secure IP on a cloud system or server that is not under the control, directly managed or operated by the LICENSEE and comply with the following security system information requirements;
  2. assign a manager or security administrator to (i) control access to the Secured IP; (ii) keep and maintain a written log of each Developer who has access to Secure IP, (iii) maintain records of the number and location of all copies of the SOFTWARE and (iv) issue and control the passwords reliability for access to the SOFTWARE;
  3. reproduce and include the copyright notices and any other legend on all copies, modifications, or portions of the SOFTWARE merged into any other Device Software and Device; no such copyright notices, legend, or other marking on or in any materials distributed under the License shall be tampered with or removed from any licensed item.
  4. Remote access to the Secured IP stored on LICENSEE servers shall not permit the downloading or copying of the Secured IP at a remote location.
  5. LICENSEE will provide PROPHESEE with information that is reasonably requested by PROPHESEE concerning the use and protection of the Secured IP hereunder.

6.4 LICENSEE acknowledges that PROPHESEE has made substantial investment in the development of the SOFTWARE and that the Secured IP and any and all parts thereof are of utmost confidential and importance to PROPHESEE. LICENSEE agrees that, in the event PROPHESEE is required to bring an action to enforce the provisions of this Agreement, the damages to PROPHESEE for improper disclosure of the Secured IP or any portion thereof are irreparable, and PROPHESEE is entitled to equitable relief, including but not limited to an injunction and a preliminary injunction, in addition to other relief.

  1. REPRESENTATIONS AND WARRANTIES

7.1         PROPHESEE hereby represents and warrants as follows: (i) it has all necessary rights, powers and authority to enter into the License Agreement and to perform its obligations under this agreement; (ii) it is the sole and exclusive owner of the Proprietary Libraries, or has all rights to the Proprietary Libraries necessary to grant them to LICENSEE in accordance with the License Agreement; (iii) it has not received notice of or otherwise is not aware of any action, claim, or threat of claim that the Proprietary Libraries or any portion thereof infringes or misappropriates any IPR of any third party; (iv) to the best of its knowledge as of the Effective Date none of the Proprietary Libraries infringes or misappropriates any third party’s IPR, provided that PROPHESEE’s sole liability and LICENSEE’s sole remedy for any breach of the foregoing shall be PROPHESEE’s indemnification obligation set forth in Section 8.

7.2        EXCEPT FOR ANY WARRANTIES EXPRESSLY PROVIDED FOR IN SECTIONS 4.1 AND 7.1 (I) THE ABOVE LIMITED WARRANTIES ARE EXCLUSIVE (II) PROPHESEE MAKES NO WARRANTIES AS TO THE SOFTWARE PROVIDED; AND (II) PROPHESEE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, WHETHER ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, ERROR FREE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

7.3        IT IS UNDERSTOOD AND AGREED THAT PROPHESEE DISCLAIMS ALL WARRANTIES WITH REGARD TO ANY DERIVATIVE WORKS, DEVICE SOFTWARE, ANY THIRD-PARTY SOFTWARE AND DEVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS. IN NO EVENT SHALL PROPHESEE BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DERIVATIVE WORKS, DEVICE SOFTWARE, THIRD PARTY SOFTWARE AND THE DEVICE.

7.4        LICENSEE hereby represents and warrants as follows: (i) it has all necessary rights, powers and authority to enter into the License Agreement and to perform its obligations under this agreement; (ii) it is the sole and exclusive owner of the Derivative Works, Device Software and Device; (iii) it has not received notice of or otherwise is not aware of any action, claim, or threat of claim that the Derivative Works, Device Software and Device or any portion thereof infringes or misappropriates any IPR of any third party; (iv) it will not use, and shall cause End-Users not to use any part of the PROPHESEE Event-Based Vision technology in any way that will make such items subject to (a) any licensing and/or cross-licensing agreements to which LICENSEE or PROPHESEE may be a party or (b) GPL, LGPL or similar open source software license that purports to require the distribution of or access to source code or purports to restrict PROPHESEE’s ability to charge for further distribution.

  1. INDEMNIFICATION

8.1        Without prejudice and subject to the limitations set forth in Section 9.3 below, PROPHESEE shall defend and indemnify LICENSEE against any and all claims (each a “Claim”) that Proprietary Libraries infringe or misappropriates any IPR of a third party and PROPHESEE agrees to pay, damages incurred by LICENSEE finally when awarded by a court of competent jurisdiction or agreed to in settlement by PROPHESEE for such Claim.

8.2        Notwithstanding the foregoing, PROPHESEE will have no obligation under this Section 8 or otherwise with respect to any Claim based on (i) any use of the infringing or misappropriating SOFTWARE by LICENSEE that is not in compliance with the License Agreement; (ii) any use of any single part of the SOFTWARE in combination with other products, equipment, software, or data not supplied by PROPHESEE; (iii) any use of any release of any of the SOFTWARE at the time of incorporation into the Device Software that was not the most current Update made available to LICENSEE; (iv) PROPHESEE’s compliance with LICENSEE’s designs, requirements or specification; or (v) modifications or additions to any of part of the SOFTWARE not supplied by or authorized by PROPHESEE.

8.3        If a Claim is brought or PROPHESEE believes one may be brought, should any of the solutions mentioned in (i) to (iii) below be legally or economically possible, PROPHESEE shall have the option at its sole discretion and at its own expense to: (i) provide LICENSEE with a modified version of the respective part of the SOFTWARE, or (ii) provide LICENSEE with replacement of the respective part of the SOFTWARE, or (iii) procure for LICENSEE a license to continue exercising the rights in the SOFTWARE granted to LICENSEE under the License, to avoid the allegation of infringement while at the same time substantially maintaining compliance of the SOFTWARE with its technical specifications.

8.4       With respect to each Claim, LICENSEE shall: (i) promptly notify PROPHESEE of the Claim in writing, and (ii) provide PROPHESEE with all information in LICENSEE’s possession which may be reasonably requested by PROPHESEE and cooperate in good faith with PROPHESEE in the defense and/or the negotiation of any settlement of such Claim, and (iii) give PROPHESEE the full and exclusive control over the defense and/or the negotiation of any settlement of such Claim.

8.5        The foregoing states the entire liability of PROPHESEE with respect to any Claim of infringement of any IPR arising from SOFTWARE or any portions thereof, provided by PROPHESEE to LICENSEE under the License.

  1. LIMITATION OF LIABILITY

9.1        IN NO EVENT SHALL PROPHESEE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THE LICENSE AGREEMENT, THE DEVICE SOFTWARE, THE DEVICE OR THE USE OF SOFTWARE REGARDLESS OF WHETHER PROPHESEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2        DAMAGES EXCLUDED UNDER SECTION 9.1 SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTED SOFTWARE TO SOFTWARE, OR LOSS OF USE OR INTERRUPTION OF BUSINESS.

9.3        EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, PROPHESEE ’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH OR ARISING OUT OF THE LICENSE OF THE SOFTWARE DURING THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL EXCEED, ALL EVENT INCLUDED, THE LOWER OF THE AMOUNT ACTUALLY PAID BY LICENSEE TO PROPHESEE UNDER THE LICENSE AGREEMENT FOR THE PRICE.

  1. TERM AND TERMINATION

10.1. Duration. The License Agreement shall become effective upon the Effective Date and shall continue in full force for an undetermined period.

10.2. Termination for breach. This Agreement may be terminated by either Party upon written notice to the other Party if such other Party materially breaches any material term or condition of this Agreement and fails to remedy the breach within thirty (30) days after being given written notice thereof describing such breach in detail.

10.3. Effect of Termination. Upon any expiration or termination of the License Agreement, LICENSEE shall immediately (i) discontinue use of the Proprietary Libraries, (ii) remove, delete and otherwise destroy all electronic copies of the Proprietary Libraries, and (iii) execute and deliver to Prophesee written certification of its compliance with all of the foregoing.

The termination of this Agreement shall not operate to void any liabilities that accrued prior to any such termination (including, without limitation, any obligation to pay PROPHESEE any amount that accrued prior to or after the effective date of termination).

The Parties agree that the rights and obligations of the Parties set forth in Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement will survive any expiration or termination of this Agreement.

 

  1. MISCELLANEOUS

11.1 The License Agreement shall not be assigned, delegated or transferred by LICENSEE by contract, operation of law or otherwise without the prior written consent of PROPHESEE.

11.2 Should any part or provision of these License T&C’s be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such holding and the Parties shall negotiate in good faith a substitute, valid, enforceable provision which most nearly effects the Parties intent in entering into the License Agreement.

11.3 The License Agreement is governed and construed in accordance with the laws of France, without regard to its conflict of laws provisions. Any disputes arising out of the License Agreement shall be finally resolved by the competent jurisdiction of Paris, France, without prejudice from seeking any interim or final injunctive or equitable relief by a court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the License Agreement. 

11.4 The License Agreement together with and in addition to the Hardware T&C’s sets forth the entire agreement and understanding between the Parties as to the subject matter of the License and merges all prior discussions and writings between them with respect to the contents of the License Agreement without prejudice to section 11.5 below and PROVIDED ALWAYS that nothing in the License Agreement shall prejudice or supersede the provisions of any non-disclosure agreement between the Parties made prior or concomitantly to the Effective Date hereof, which shall continue in full force and effect notwithstanding the execution of the License Agreement.  However, the Parties agree that any confidential information disclosed under a non-disclosure agreement between the Parties prior to the Effective Date hereof related to the subject matter of the License Agreement shall, as of the Effective Date of the License Agreement, be treated as Confidential Information disclosed hereunder, and the terms of the License Agreement shall apply to such confidential information.

11.5 No modification or alteration to the terms of the License Agreement shall have effect unless the same is agreed in writing by duly authorized representatives of the Parties.

Version 1.0 – September 2024 – All rights reserved © Prophesee S.A.