END USER LICENSE AGREEMENT
THIS “END USER LICENSE AGREEMENT” (THE “EULA”) IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SOFTWARE (“CUSTOMER” OR “YOU”) AND BirdAI, AND ITS AFFILIATES (“LICENSOR” OR BirdAI). BY REGISTERING FOR THE SOFTWARE OR BY USING THE SOFTWARE, CUSTOMER REPRESENT, WARRANT, AND AGREE THAT CUSTOMER HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA. IF CUSTOMER DO NOT AGREE TO BE BOUND BY THE EULA, OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE EULA, CUSTOMER MAY NOT USE THE SOFTWARE. [EULA – v1.0]
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common control with a party where Control means control of greater than 50% of the voting rights or equity interests of a party
“Claim” means a claim, action, or legal proceeding filed against a Party.
“Customer” means the entity identified in the License Order as “Customer” or otherwise identified in the License Order as the end-user customer.
“Improvements” means all versions, updates, patches, bug fixes, corrections, improvements, developments, modifications, enhancements, new versions, variations, derivative works, scripts, customizations, adaptations, or extensions of feature sets of any of the Software components, created or acquired by BirdAI.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, rights in computer software, and any other intellectual property rights or rights of a similar nature.
“Software” means the suite of software components (including manuals or other documentation) with all Improvements.
“License Term” means the duration of the license for Software (or for the provision of Professional Services), as specified in the License Order, or any shorter term occurring due to the termination of the Agreement.
1. Grant of License
1.1 License. Subject to the EULA, BirdAI grants You the revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Software.
1.2 Third-Party Software and Open-Source Software. The Software may contain or be accompanied by third-Party or Open-Source Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from BirdAI and are made a part of and incorporated by reference into the EULA. By accepting the EULA, you are also accepting the additional terms and conditions, if any, set forth therein.
2. Conditions and Limitations
2.1 No Reselling, Time-Sharing, or Sub-Licensing. You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party, other than as expressly permitted by the EULA.
2.2 No Unlawful Use or Objectionable Content. You shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not modify, adapt, or hack or reverse-engineer any protected (encrypted or compiled) parts of the Software, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. You undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any third party’s trademark, copyright, patent, trade secret,
publicity, privacy, or other personal or proprietary rights. BirdAI offers no assurance that your use of the Software under the terms of the EULA will not violate any law or regulation applicable to you.
2.3 Responsibility for Use. You must only install the Software and make the Software available for use on systems owned, leased, or controlled by you in such a way that you can guarantee compliance with the terms of the EULA.
You assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted, and edited using the Software. You are responsible for any accesses made to the Software.
2.4 Attribution. With respect to any use of the Software, you shall keep the attribution and hyperlink to BirdAI and its website intact unless a license (at a cost) is obtained from BirdAI to do so.
2.5 Data Backups. You assume all responsibility for all of Your Data and any backups thereof.
2.6 Handling Software. You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software, (b) use any Third-Party Software independently of the Software. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA.
2.7 Upgrades, Updates, and Fixes: BirdAI may provide Licensee, from time to time, with Upgrades, Updates, or Fixes, as detailed herein and according to his sole discretion. You hereby warrant to keep The Software up-to-date and install all relevant updates and fixes, and may, at your sole discretion, purchase upgrades, according to the rates set by BirdAI. BirdAI shall provide any update or fix free of charge; however, nothing in this Agreement shall require BirdAI to provide Updates or Fixes. Fix, for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the Software’s functionality.
2.8 Limited License. You acknowledge and agree that (i) the Software is the property of BirdAI and is licensed and not sold to You under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of BirdAI and/or its licensors and embodies trade secrets and intellectual property of BirdAI and/or its licensors. Your rights in the Software are strictly limited to those license rights expressly granted under Section 1.1 above, and BirdAI retains all rights not expressly granted herein. Without limiting the foregoing, BirdAI and/or its licensors retain all right, title, and interest in and to BirdAI’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights, and other intellectual property rights with respect to the Software. You further acknowledge that there are no implied licenses granted under the EULA.
2.9 Disrepute. You shall not commit any act likely to result in the disrepute or harming of interests of BirdAI ‘s name or the name of its third-party suppliers, whether through explicit act or omission.
3. Liabilities, warranties, and indemnification
3.1 Disclaimer of warranties. no warranties. the software and the site are provided “as is” and “as available” without any warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. BirdAI makes no warranty that (i) the
software will meet your requirements, (ii) the software will be uninterrupted, timely, secure, error-free, or virus-free, (iii) the results that may be obtained from the use of the software will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the software will meet your expectations, and (v) any errors in the software will be corrected. no advice or information, whether oral or written, obtained by you from BirdAI or through or from the software shall create any warranty not expressly stated herein.
3.2 Carrier lines. You acknowledge that access to the software will be provided over various facilities and communications lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, “carrier lines”) owned, maintained and serviced by third-party carriers, utilities, internet service providers, all of which are beyond BirdAI’s control. BirdAI assumes no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines. use of the carrier lines is solely at your risk and is subject to all applicable local, state, national, and international laws.
3.3 Unauthorized access; lost or corrupt data. BirdAI is not responsible for unauthorized access to any data, facilities, or equipment by anyone using the software or for unauthorized access to or alteration, theft, corruption, loss, or destruction of any data files, programs, procedures, or information through the software, whether by accident, fraudulent means or devices, or any other means. You are solely responsible for validating the accuracy of all output and reports. You hereby waive any damages occasioned by lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error, operator error, equipment or software malfunction, security violations, or the use of third-party software. BirdAI is not responsible for the content of any information transmitted or received through BirdAI’s provision of the software. any material downloaded or otherwise obtained through, the use of the software is done at your own discretion and risk, and that you will be solely responsible for any damage to your computer service or loss of data that results from the download of any such material. BirdAI shall not be held responsible for data hosted on its servers and you are solely responsible for maintaining local copies of your data and maintaining proper and sufficient insurance if coverage is required with respect to data loss.
page or other material that does not bear the BirdAI logo is provided by a third party.
3.5 Warranties required by applicable law. if applicable law requires any warranties with respect to the software, all such warranties are limited in duration to thirty (30) days from the date you downloaded the software.
3.6 Limitation of liability. in no event shall BirdAI be liable to you or any third party for any indirect, special, incidental, exemplary, punitive, cover, or consequential damages (including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the software and based on any theory of liability including without limitation breach of contract, breach of warranty, tort (including without limitation negligence), product liability or otherwise,
even if BirdAI or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. BirdAI ‘s total liability to you and third parties for actual damages for any cause whatsoever will be limited to the amount paid by you for the software. the provisions of this section allocate the risks under the EULA between the parties, and the parties have relied on these limitations in determining whether to enter in the EULA and how to price the software. some jurisdictions may not allow the
limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you, and you may also have other legal rights that vary from jurisdiction to jurisdiction. the foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of the software and the EULA.
3.7 Indemnification. You agree to indemnify, defend, and hold harmless BirdAI and other users of BirdAI products, and BirdAI’s and their affiliates, officers, directors, and agents, from and against any claim, cost, or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Your use of the Software; (b) Any content you create, transmit or display while using the Software; (c) Any breach by You of any representations, warranties, or agreements contained in the EULA; and (d) Your negligent or wilful misconduct.
3.8 Notification of Claim. In no event will a claim by brought by You unless the licensee has notified BirdAI of the claim within one year of it arising.
4. Trademarks and publicity
4.1 Use of Names and Trademarks. While You remain licensed to use the Software, you may use BirdAI’s name or logos in order to identify Yourself as a customer. You shall not otherwise use BirdAI’s name or trademarks unless written permission is obtained from BirdAI or otherwise set out in the EULA.
4.2 Disrepute. You shall not commit any act where the result of which is likely to disrepute or harming of interests of BirdAI’s name or the name of its third-party vendors, whether through explicit act or omission.
4.3 Promotional Materials and Publicity. You authorize BirdAI to use your name and trademarks in BirdAI’s promotional materials and for publicity purposes. You can opt-out at any time by writing to: info@BIRDAI.com.
5.1 Access to and Disclosure of Your Data. You acknowledge and agree that BirdAI may access, use, and store your Data for the purpose of responding to your requests for technical support and/or providing other services that we have agreed, or may in the future agree, to provide. You also agree that BirdAI may collect anonymized usage data from and/or relating to your Data and your use of the Software (“Anonymized Usage Data”). Anonymized Usage Data will not include identifying information about your customers, such as your customer contact information, or
copies of communications between you and your customers. BirdAI shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any of your Data in BirdAI’s possession. BirdAI will not disclose any of your Data in BirdAI’s possession to a third party unless compelled by law or court order or if you consent in writing to the disclosure.
5.2 Anonymized Usage Data. In consideration of BirdAI’s provision of a license to access and use the Software, you hereby transfer and assign to BirdAI all right, title, and interest in and to all Anonymized Usage Data that BirdAI makes from Your data pursuant to Section 5.1. You agree that BirdAI may use, disclose, market, license, and sell such Anonymized Usage Data for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.
6. Term and Termination
6.1 Termination. This EULA is effective until terminated. This EULA and your license and other rights under this EULA will terminate automatically without notice from BirdAI if You fail to comply with any term(s) of this EULA.
6.2 No Refund. BirdAI will not refund any amounts to You if this EULA and your rights to use the Software are terminated due to Your failure to comply with any term(s) of this EULA.
6.3 Effect of Termination. Upon the termination of this EULA, you must cease all use of the Software and destroy all copies, full or partial, of the Software.
6.4 Recovery of fees and costs. Should You continue to use the Software after termination of this EULA, You will be liable to pay all costs, including reasonable attorney’s fees, of BirdAI to enforce this EULA, as well as any damages suffered by BirdAI.
6.5 Survival. Articles 3, 4, 5, 6, 7, and 8 of the EULA will survive termination of the EULA.
7. Third Party and Open Source Software
7.1 “OpenCV 2.4.11”, licensed under 3-clause BSD License ( http://opencv.org/license.html )
7.2 “vmulti”, licensed under MIT License ( http://opensource.org/licenses/mit-license.php )
7.3 “Qt 5.1.0”, licensed under LPGLv2.1 License ( http://opensource.org/licenses/LGPL-2.1 )
7.4 “log4net”, licensed under Apache License, Version 2.0 ( http://logging.apache.org/log4net/license.html )
8.1 Assignment. You may not assign Your account with BirdAI or Your rights under the EULA without BirdAI’s prior written consent, except in the case of a sale of all or substantially all Your assets. BirdAI may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.
8.2 Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
8.3 Children’s information. We do not knowingly collect information from children and do not target or direct our Sites to children. The meaning of “children” is subject to the laws and regulations in the jurisdiction in which you are located.
8.4 Enforcement. The failure of BirdAI to exercise or enforce any right or provision of the EULA shall not be a waiver of that right. No provision in the EULA shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
8.5 Export Controls. You agree to comply with all applicable export and re-export control laws.
8.6 Choice of Law. The interpretation of the EULA and the resolution of any disputes arising under or in connection with the EULA shall be governed by the laws of Germany or India.
8.7 Dispute Resolution. In the event of a claim or dispute between You and BirdAI arising under or in connection with the EULA or the Software, the parties shall first attempt to settle the claim or dispute by direct discussions. If discussions are not successful, the parties shall arbitrate pursuant to a third party, which BirdAI will choose, with a final judgment. The venue for discussions and arbitration shall be Germany or India.
8.8 Severability. Any provision of the EULA that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of the EULA, and such other provisions shall remain in full force and effect.
8.9 Notices. You agree that BirdAI may provide You with notices, including without limitation those regarding changes to the EULA, by e-mail, regular mail, or messages or postings through the Software.
8.10 Complete Understanding. The EULA constitutes the entire agreement between You and BirdAI and governs Your use of the Software, superseding any prior agreements between You and BirdAI for the use of the Software. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other BirdAI services, affiliate services, third-party content, or third-party software.
8.11 No Third-Party Beneficiaries. Nothing express or implied in the EULA is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.
9 Term: The term of this license starts upon installation of the Software and terminates immediately and automatically upon any material breach of this Agreement, or if Licensee ceases using the Software, uninstalls all instances of it, and deletes/destroys all copies thereof together with any accompanying documentation.