Vianai Optimized Model Zoo

Terms and Conditions of Use

Last updated December 22, 2022

THESE TERMS AND CONDITIONS OF USE (THIS “AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN VIANAI SYSTEMS, INC. (“US” OR “VIANAI”) AND YOU AND THE LEGAL ENTITY YOU REPRESENT (“YOU”). VIANAI IS WILLING TO LICENSE THIS SOFTWARE TOOL AND ANYASSOCIATED DOCUMENTATION (COLLECTIVELY REFERRED TO AS THE “SOFTWARE”) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ANDAGREE TO ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. BY DOWNLOADING AND/OR USING THE SOFTWARE, YOU AGREE TO BEBOUND BY THESE TERMS AND CONDITIONS. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS SUBJECT TO THE TERMS AND CONDITIONSSET FORTH IN THIS AGREEMENT.

1. GRANT OF LICENSE.

Subject to and conditioned upon Your compliance with the terms and conditions of this Agreement, Vianai grants to You a non-exclusive, non-transferable, revocable, limited royalty-and-fee-free license solely under Vianai’s copyrights and trade secrets in the Software to use, copy, and distribute the Softwareduring the term of this Agreement below (the “Purpose”). Vianai is specifically not granting any patent rights either expressly, by implication, or by way ofestoppel pursuant to this Agreement.

2. LICENSE RESTRICTIONS.

1. Vianai has devoted significant resources to the development of the Software and the Software contains trade secret information of Vianai, therefore You shall not, nor assist any third party to, take apart, reverse engineer, reverse assemble, decompile or disassemble the Software delivered in object code or compiled format, or to develop a competitive product or business.
2. Proprietary Notices. You shall not remove or alter any copyright notices, proprietary information notices or restricted rights notices contained in or on the Software.

3. OWNERSHIP.

1. Vianai retains all of its right, title and interest in and to the Software This is a license, nothing contained herein shall be construed as the sale or offer for saleof the Software, or any part thereof.
2. You shall not use the Software made available by Vianai to You under this Agreement for the purpose of identifying or providing evidence to support any potential intellectual property infringement claim against Vianai, its affiliates, or any of Vianai’s or its affiliates’ suppliers or direct or indirect customers.
3. No Grant of Patent or Certain Other Rights. Except for the express copyright and trade secret license rights, granted to You in Section 1 for the Purpose, no other rights under any intellectual property are granted by Vianai under or as a result of this Agreement (whether expressly, impliedly, by virtue of estoppel or exhaustion, or otherwise). You acknowledge and agree that neither the delivery of the Software nor any provision of this Agreement will bedeemed or construed to grant any right, license, authority to infringe, or immunity from infringement liability under or to any of Vianai’s patents, or any intellectual property rights of Vianai covering or relating to any technology not embodied solely in the Software.

4. COVENANT NOT TO ASSERT.

You hereby agree that You will not assert any action for the infringement of Your intellectual property rights against Vianai for making, importing, using, selling, licensing or otherwise disposing of the Software provided hereunder.

5. SUGGESTIONS. 

Vianai may from time to time receive suggestions, feedback or other information (“Feedback”) from You concerning the Software. Any Feedback provided by You is and shall be entirely voluntary on Your part. Notwithstanding any other term in this Agreement, Vianai shall be free to use, disclose, reproduce, modify, license or otherwise distribute, and exploit the Feedback as it sees fit, entirely without any obligations, payments, or restrictions of any kind on account of intellectual property rights, confidentiality, or otherwise.

6. WARRANTY.

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, VIANAI AND VIANAI’S LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES THAT THE SOFTWARE IS FREE FROM THE RIGHTFUL CLAIM OF ANY THIRD PARTY, BY WAY OF INFRINGEMENT OR THE LIKE.

7. LIMITATION OF LIABILITY.

IN NO EVENT SHALL VIANAI BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE, OR THE DELIVERY OF OR FAILURE TO DELIVER THE SOFTWARE EVEN IF VIANAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIANAI’S TOTAL, CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WILL BE LIMITED TO A TOTAL AMOUNT OF ONE HUNDRED UNITED STATES DOLLARS (US $100). MULTIPLE CLAIMS WILL BE AGGREGATED TO DETERMINE THE SATISFACTION OF THIS LIMIT.

8. TERM AND TERMINATION.

This Agreement shall be effective upon acceptance by You and shall continue until terminated. You may terminate the Agreement at any time by deleting and destroying all copies of the Software and the Documentation. This Agreement terminates immediately andautomatically, with or without notice, if You fail to comply with any provision Additionally, we may terminate this Agreement at any time, withoutcause, upon notice to You. Upon termination You must delete or destroy all copies of the Software and Documentation and the license granted to You in this Agreement shall terminate immediately.

9. INDEMNIFICATION.

1. You agree to defend, indemnify and hold Vianai and our employees, directors, agents, licensors, successors and assignees (each an “Indemnified Party”) harmless from any and all claims, penalties, demands, causes of action, liabilities, lawsuits, or damages, including attorneys’ fees and costs, that result from or relate to Your use of the Software.
2. If any third party asserts a claim or initiates an action against an Indemnified Party for which You are responsible under this Section, we shall promptly notify You when we become aware of such claim or action, provided, however, that any delay in notification shall not relieve You from your indemnificationobligations under this Agreement. We shall have the right to participate in the defense of such claim or action, including any related settlement negotiations. No such claim or action may be settled or compromised without our express written consent, which may be conditioned upon the execution ofa release of all claims against the Indemnified Parties by the party bringing such claim or action.

10. GENERAL.

1. Assignment. You may not assign Your rights or delegate Your obligations under this Agreement, either in whole or in part, whether by operation of law or otherwise, without our prior written consent.
2. Entire Agreement; Modifications. This Agreement constitutes the entire agreement and understanding between You and Vianai and supersedes all previous communications, representations or agreements, whether written or oral, with respect to the subject matter Any waiver, modification or amendment of any provisions of this Agreement will be effective only if in writing and signed by the duly authorized representatives of both You and us.
3. Governing Law. This Agreement shall be governed by the laws of the State of California excluding conflicts of laws and the United Nations Convention on Contracts for the International Sale of Goods. You agree to refer all disputes arising under this Agreement to the courts of Santa Clara County, You hereby consent to the exclusive jurisdiction of such courts and expressly waive any objections or defenses based upon lack of personal jurisdiction orvenue. The prevailing party shall be entitled to recover its reasonable attorney fees and costs incurred in connection with any action or proceeding between You and us arising related to this Agreement.
4. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
5. Waiver. The failure by either You or us to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
6. Third Party Notices. The Software may contain or link to certain software code and/or materials, including, without limitation, open source software components, that are written or owned by third parties (“Third Party Software”), in which case we may provide You with any of the following: a separate document; a digital file; or software code (“Notice File”) that may contain notices pertaining to such Third Party Software. Except where expressly prohibited by a third party license contained in the Notice File, including, without limitation, any open source license included therein, the content of such Notice File is provided solely to satisfy our attribution and notice requirement and Your use of such Third Party Software together with the Software is subject to the terms and conditions of this Agreement. You further acknowledge and agree that: (a) compliance with all copyright laws and third party license(s) included in the Notice File are your responsibility and You shall indemnify us for any breach of such terms; (b) You must not remove or alter any such Notice File; (c) except as may be granted by separate express written agreement, the Notice File provides no license to any patents, trademarks, copyrights, or other intellectual property of Vianai; (d) any Software provided to You is not a contribution to any open source project; and (e) in the event of any conflict between the terms and conditions of this Agreement and any third party license included in the Notice File, this Agreement shall control except as otherwise expressly provided for in the Notice File.
7. Survival. The following Sections of this Agreement survive any expiration or termination of this Agreement: 2 (License Restrictions), 3 (Ownership), 4 (Covenant Not to Assert), 5 (Suggestions), 6 (Warranty), 7 (Limitation of Liability), 8 (Term and Termination), 9 (Indemnification) and 10 (General).