End User License Agreement
THIS AGREEMENT GOVERNS YOUR RIGHTS OF ACCESS AND USE OF THE SOFTWARE SERVICES AND ANY SERVICES MADE AVAILABLE TO YOU BY SANAS.
BY OPENING, ACCESSING, OR USING THE PACKAGE, MEDIA, SOFTWARE, PORTALS, OR SERVICES, OR BY SELECTING ‘INSTALL,’ ’ACCEPT,’ ‘I ACCEPT,’ ‘OK,’ ‘SUBMIT,’ ‘DOWNLOAD,’ ‘SAVE,’ OR ‘LOGIN’ (OR OTHER EQUIVALENTS), YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ALSO AGREE TO BE LEGALLY BOUND BY ALL OF ITS PROVISIONS. YOUR OPENING, ACCESSING, OR USE OF THE SOFTWARE SERVICES AND ANY SERVICES, OR YOUR SELECTION OF ‘INSTALL,’ ‘ACCEPT,’ ‘I ACCEPT,’ ‘OK,’
‘SUBMIT,’ ‘DOWNLOAD,’ OR ‘LOGIN’ (OR OTHER EQUIVALENTS), CONSTITUTES CONSENT TO THE USE OF ELECTRONIC SIGNATURES. BY PROVIDING THIS ELECTRONIC CONSENT, YOU CONFIRM YOUR ASSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY ACCEPTING THIS AGREEMENT, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS AS SET OUT BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IN SUCH AN EVENT, "CUSTOMER" AS USED IN THIS AGREEMENT WILL REFER TO THAT ENTITY.
THIS END USER LICENSE AGREEMENT (“Agreement”) is made by and between Sanas.AI Inc., a Delaware corporation, with its principal place of business at 437 Lytton Avenue, Suite 200, Palo Alto, CA 94301 (“Sanas”), and you ("Customer").
Sanas and Customer may be referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
1. DEFINITIONS.
1.1 "Affiliate" shall mean a person or entity directly or indirectly controlling, controlled by, or under common control with a Party. For the purposes of this definition, "Control" means, with respect to any person or entity, the right to exercise or cause the exercise of at least fifty-one (51) per cent or more of the equity or other voting rights in such person or entity or the power to direct or cause the direction of the management or policies of such entity, whether through ownership, voting securities, contract, or otherwise
1.2 "Authorized Affiliate" shall mean any of Customer’s Affiliate(s) which is explicitly permitted to use the Services pursuant to this Agreement between Sanas and Customer but has not signed its own agreement with Sanas and is not a Customer as defined under this Agreement.
1.3 “Authorized Reseller” shall mean any authorized reseller of Software Services who validly sells Customer a license to the Software Services subject to the terms and conditions of this Agreement.
1.4 “Customer Content” shall mean any information that Customer or a User provides to Sanas, or otherwise authorizes access, in the course of accessing and using the Software Services, or in connection with an engagement to obtain Software Services from Sanas.
1.5 “Documentation” shall mean all written instructions, user and technical manuals, and any other materials, in paper, electronic or any other form, that describe the requirements, features, functions, support, maintenance and/or use of the Software Services.
1.6 “License” shall mean a limited, non-exclusive, non-transferable right to access and use the Software Services granted to one designated User. Each License is assigned to a single User and may not be shared or used concurrently by multiple users.
1.7 “Other Services” shall mean all technical and non-technical services performed or delivered by Sanas under this Agreement, including, without limitation, implementation services training and education services.
1.8 “Parties" shall mean Sanas or Customer and any Customer Affiliate that enters into an agreement, and "Party" means any of them individually.
1.9 "Software” shall mean the object code version of any software to which Customer is provided access as part of the Software Services, including any updates or new versions.
1.10 “Software Service” shall mean the Sanas Platform Base Software, software-as-a-service offering made generally available and ordered by Customer.
1.11 “Subscription Term” shall mean that period during which Customer will have access of the Software Services.
1.12 “Support and Maintenance Services” means the maintenance, technical support, upgrades, and enhancements provided to Customer in accordance with this Agreement.
1.13 “Usage Data” shall mean query logs, and any data (other than Customer Data) relating to the operation, support and/or about Customer’s use of the Software Service.
1.14 “User” shall mean the persons designated and granted access to the Software Services by or on behalf of Customer, including its and its Affiliates’.
2. LICENSE GRANT AND RESTRICTIONS
2.1 License Grant for Software. Subject to the terms and conditions of this Agreement, the License Parameter, the restrictions of this Agreement, during the Subscription Term, Sanas hereby grants to Customer and its Affiliates (and any Users authorized by Customer to use the Software Services) a limited, revocable, non-exclusive, worldwide, non-sublicensable, non-transferable license to use the Software Services for Customer’s own internal business purposes, solely in accordance with the Documentation. Where you are an individual user unaffiliated with an enterprise customer, the term "Customer" applies to you and Sanas hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Software Services solely for your own, non-business, use. If any part of this Agreement is found to be invalid or unenforceable with respect to you because you are an individual user, the remaining provisions shall still be valid and enforceable.
2.2 License Grant to Customer Affiliates.
2.2.1 Customer may permit its Affiliates to serve as Users subject always to:
2.2.2 Any use of the Software Services by each such Affiliate is solely for the benefit of Customer or such Affiliate and is subject to the terms of this Agreement.
2.2.3 Customer shall be responsible for each User’s compliance with this Agreement.
2.2.4 Affiliates shall be informed by the Customer about the restriction on the use of the Software Services, in accordance with the terms of this Agreement, and shall not engage in any activities prohibited under this Agreement.
2.3 License Restrictions.
2.3.1 Customer shall not, and shall not permit any third party to:
2.3.1.1 use the Software Services except to the extent permitted herein;
2.3.1.2 reverse engineer, decompile, disassemble, or otherwise attempt to discover or obtain the source code, object code or underlying structure, ideas, or algorithms of the Software Services, Documentation or data related to the Software and Subscription Services except as permitted by applicable law;
2.3.1.3 adapt, alter, translate, create derivative works of, copy, or otherwise modify the Software Services;
2.3.1.4 alter or remove any proprietary rights notices or legends appearing on or in the Software, or Documentation;
2.3.2 Customer shall use the Software Services in compliance with all applicable laws, regulations, and rights.
2.3.3 Customer shall have no rights to any source code for the Software Services.
3. AVAILABILITY & SUPPORT
3.1 Availability. Sanas shall undertake commercially reasonable efforts to make the Software Services available to the Customer.
3.2 Support. Sanas shall provide reasonable support to Customer for the Software Services. Customer shall reach out to support@sanas.ai for any inquiries or to report issues.
4. CONFIDENTIALITY
4.1 Definition.
4.1.1 Each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Confidential Information” of the Disclosing Party).
4.1.2 The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information, (ii) to give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the Party takes with its own confidential information, but in no event will a Party apply less than reasonable precautions to protect such Confidential Information.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Customer acknowledges and agrees that Sanas alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Software Services, including, without limitation, all copyright, patent, trademark, service mark, trade secret and/or other intellectual property rights, or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Software Services and/or the Software, which are hereby assigned to Sanas.
5.2 Customer will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement.
5.3 This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Software Services, or any intellectual property rights.
6. INDEMNIFICATION
Customer agrees to indemnify and hold Sanas and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to Customer’s violation of the terms of this Agreement, Customer’s violation of any laws, regulations or third party rights or Customer’s negligent act, omission or willful misconduct.
7. TERMS & TERMINATIONS
7.1 This Agreement shall commence on the effective date and shall continue in effect unless terminated in accordance with the terms hereof. Sanas reserves the right to terminate this Agreement if Customer breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice from Sanas.
7.2 Upon Termination:
7.2.1 All licenses granted under this Agreement shall immediately terminate.
7.2.2 Customer shall cease all use of the Software Services and Documentation.
7.2.3 Customer shall return or destroy all copies of the Software Services and Documentation in its possession or control.
7.2.4 Sections 4 (Confidentiality), 5 (Intellectual Property Rights), 6 (Indemnification), 9.1 (Warranty Disclaimer), 11 (Limitation of Liability), 12.6 (Severability), 12.7 (Governing Law), and 12.8 (Entire Agreement) shall survive the termination of this Agreement.
8. WARRANTIES
8.1 Mutual Warranties.
8.1.1 Each Party represents and warrants to the other that:
8.1.1.1 It has the full power to enter into this Agreement and that this Agreement constitutes a legal, valid, and binding obligation of the Party, enforceable against it, and
8.1.1.2 This Agreement does not contravene, violate, or conflict with any other agreement of the Party with any third party.
8.1.2 Software Services Warranty.
Sanas warrants that the Software Services will materially conform to its published specifications described in the relevant Documentation supplied by Sanas.
8.1.3 Warranty Limitations.
8.1.3.1 The express warranties in this Agreement do not apply if the applicable Software Services:
8.1.3.1.1 has been altered, except by Sanas or its authorized representatives or its contractors;
8.1.3.1.2 has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and/or Documentation; or
8.1.3.1.3 are for beta, evaluation, testing purposes or provided as a freeware.
9. PRIVACY AND DATA PROTECTION
Where applicable, Sanas will process personal data in accordance with, and for the purposes defined in, its Data Protection Agreement (DPA), available at https://www.sanas.ai/data-processing-agreement. The DPA forms part of this Agreement by reference and governs Sanas’ obligations regarding the processing, and protection of personal data in connection with the Software Services.
10. WARRANTY DISCLAIMER
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SOFTWARE SERVICES AND SANAS CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SANAS (AND ITS AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SOFTWARE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SANAS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF SANAS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE THE FEES PAID TO SANAS IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY BUT WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR CONFIDENTIALITY OBLIGATIONS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
12. MISCELLANEOUS
12.1 Force Majeure. Sanas shall be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the reasonable control of Sanas.
12.2 Relationship of the Parties. The relationship of the Parties to this Agreement is one of independent contractors. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the Parties hereto, nor shall either Party have the right, power, or authority to act on behalf of the other Party
12.3 Audit. Sanas reserves the right, upon prior notice to Customer, to audit Usage Data of the Software Services to verify Customer’s compliance with the terms of this Agreement.
12.4 Modifications. Sanas may modify this Agreement by providing Customer at least one month written notice. Changes are not retroactive; they apply, as of the effective date, only to new Orders, ongoing Orders that do not expire, and renewals.
12.5 Branding & Publicity. The Parties may, by mutual agreement, engage in co-marketing activities from time to time. Any such activities, including the use of names, logos, or trademarks, shall be subject to prior written approval by the respective Party. Unless otherwise agreed in writing, each Party shall bear its own costs related to co-marketing, and no public statements or materials referencing the other Party shall be released without prior consent.
12.6 Severability. The terms and conditions stated herein are declared to be severable. If any provision or provisions of this Agreement will be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
12.7 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld. However, either Party may assign it to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets. This Agreement binds and benefits permitted successors and assigns.
12.8 Governing Law. For disputes arising under this Agreement will be governed by the internal substantive laws of the State of California or federal courts located in California, without reference to (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws.
12.9 Entire Agreement. This Agreement is the sole agreement of the Parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter.