OXFORD SEMANTIC TECHNOLOGIES LIMITED EVALUATION LICENSE AGREEMENT

TERMS OF THE EVALUATION LICENSE AGREEMENT

This Evaluation License Agreement (the “Agreement”) is entered into by you on the date when you download, access or use the Software (the “Effective Date”) between you and Oxford Semantic Technologies Limited, a company incorporated and registered in England and Wales with company number 10531895 whose registered office is at 2 Littlegate Street, Oxford, OX1 1QT (“OST”).

OST and you agree as follows:

1. Definitions

Capitalised terms used in this Agreement are defined in this Section 1 or the Section in which they are first used.

1.1 “Customer Data” means any data supplied by you that is processed by or stored within the Software. 

1.2 “Data Protection Legislation” shallmean for so long as the GDPR applies to the United Kingdom, the EuropeanGeneral Data Protection Regulation 2016 ((EU) 2016/679) (the GDPR) and any nationalimplementing laws, regulations and secondary legislation; once it becomeslaw,  the UK Data ProtectionBill 2017-2019 and any regulations made pursuant to it; any other laws andregulations relating to the processing of personal data and privacy which applyto a Party; and, if applicable, the guidance and codes of practice issued byany competent data protection supervisory authority.

1.3 “Documentation” means the documents supporting the Software and made available to you by OST.

1.4 “Benchmarking Information” means any data, analysis or opinion expressed in any form whatsoever, including graphical, tabular or textual, that relates or purports to relate to any test, evaluation, analysis or assessment of the performance of the Licensed Product whether the Licensed Product is named or kept anonymous and whether it is compared with any other software or not.

1.5 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

1.6  “License Key” means the data given to you to activate the Software during the Term.

1.7 “Licensed Product” means the Software, Documentation and Licence Key.

1.8  “Personal Data” means personal data as defined by Data Protection Legislation. 

1.9  “Software” means RDFox in object code form including Updates.

1.10  “Term” means the period of time specified in Section 3.1. 

1.11 “Update” means a version or release of the Software intended to have updated functionality, a software maintenance update, a patch or a bug-fix (as indicated by 1.1, 1.2, 1.3 etc.) but not including a new release or new version encompassing substantially new or enhanced features or functionality (as indicated by v 2.0, 3.0 etc.).

1.12  “Working Days” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

2. Licence

2.1 Licence Grant.  Subject to the terms and conditions of this Agreement, OST hereby grants you a non-exclusive, non-assignable, non-sub licensable, non-transferable limited licence to use the Licensed Product solely for the purposes of evaluation.

2.2 Restrictions.  You shall not use the Licensed Product except as expressly authorised under this Agreement and shall not allow any third party to use the Licensed Product.  Without limiting the foregoing, You shall not: (i) use the Licensed Product for any commercial or for-profit purpose other than evaluation; (ii) publicly display, publicly perform, translate or create derivative works of the Licensed Product; (iii) distribute, sell, sublicense, trade, assign, lease, rent, loan or otherwise transfer the Licensed Product or any part thereof and/or copies thereof, to any third party or use the Licensed Product for the benefit of any third party; (iv) modify, adapt, alter, copy, reverse engineer, de-compile, or make error corrections, disassemble, or otherwise attempt to derive the source code for the Licensed Product in whole or in part; (v) other than in accordance with Section 2.3 disclose any Benchmarking Information; (vi) use the Licensed Product for any timesharing or service bureau purposes; (vii) remove, alter or obscure any proprietary notices on the Licensed Product; or (viii) bypass, breach, or disable any security device, copy control, or digital rights management tool including the License Key, or other protection used by any Software, or induce or assist any third party to do so; (ix) use the Licensed Product in (a) the production of, or trade in, tobacco, (b) internet gambling, online casinos or pornography, (c) any activity related to modifying the genetic heritage of human beings which could make such changes heritable or have the aim of human cloning for reproductive purposes, or (d) the development of weapons, armaments, or ammunition; (x) use the Licensed Product in any manner other than as described in this Agreement.

2.3 Publication of Benchmarking Information. If you wish to publish any Benchmarking Information whether for academic, commercial or any other reason, then you may apply to OST to do so. You shall contact OST at least thirty (30) days in advance of any publication, presentation or article referencing the Licensed Product.  In the event that you fail to receive approval from OST
regarding said use or representation of the Licensed Product, you shall not use the name of OST, the name of the Licensed Product or any other information that identifies OST or the Licensed Product in the publication or presentation.

2.4 Performance data. Regardless of whether you wish to publish any Benchmarking Information, you will inform OST of achievements of using the Licensed Product including, but not limited to, academic and/or research reports, papers, marketing materials, presentations and blogs. OST shall have the right to disclose the given information on its website, news release or other printed or on-line publication. 

2.5 You grant to OST a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into its services any suggestion, enhancement, request, recommendation, correction or other feedback you provide relating to the Licensed Product.

3. Term and Termination

3.1 Term.  The term of this Agreement will begin on the Effective Date and will continue until the expiry date of the License Key provided to you by OST, unless sooner terminated pursuant to this Section 3.

3.2 Termination.  Without affecting any other right or remedy available to it, OST may terminate this Agreement immediately at OST’s sole discretion by notice to you using the email address provided by you.

3.3 Effects of Termination.  Upon expiration or termination of this Agreement for any reason, all rights and obligations under this Agreement shall terminate except as specifically provided under this Section 3.3, and:
(a) you shall immediately cease any use of the Licensed Product; and,
(b) you shall destroy such Licensed Product (and all authorised copies thereof) and provide a signed statement evidencing such destruction.

Sections 1, 2.2, 2.3, 2.4, 3.3, 4, 5, 6, 7, 8 and 9 will survive expiration or termination of this Agreement for any reason.

4. Proprietary Rights.

As between the parties, the Licensed Product (and any Software and Documentation supplied there with), including all Updates, improvements and modifications thereof, and all Intellectual Property Rights therein, are and shall remain the exclusive property of OST (and its suppliers and/or contractors, if any).

Except for the rights expressly granted by OST to you under this Agreement, (i) OST (and its suppliers and/or contractors) reserves all right, title and interest in and to the Licensed Product and all Intellectual Property Rights therein, and (ii) no right, title, ownership interest or license in or to the Licensed Product whether by implication, estoppel or otherwise, is granted assigned or transferred to you under or in connection with this Agreement.

5. Disclaimer.  The Licensed Product and any deliverables or other materials provided here under are provided “AS IS.” OST makes no other warranties and hereby disclaims all other warranties, whether express, implied or statutory, including the implied warranties relating to merchantability, quality, fitness for a particular purpose, ability to achieve a particular result and reasonable care and skill which are excluded to the fullest extent permitted by applicable law. OST does not warrant that any Licensed Product or other materials will be provided error free or will operate without interruption to the extent that OST can disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum required under such law.

6. Limitation of Liability.

Non-excluded Liabilities. Notwithstanding anything to the contrary, limitations of liability will not apply to or otherwise limit your breach of Section 4, a party’s liability for death or personal injury caused by its negligence (including that of its employees or agents); for fraud or fraudulent misrepresentation or any other matter in respect of which it would be unlawful to exclude or restrict liability.

7. Indemnification

You hereby indemnify, defend and hold harmless OST, its board of directors, employees and agents from and against any and all liability, loss, damage, action, claim or expense (including attorney’s fees and trial costs) in connection with any claim, suit, action, demand or judgement (collectively, “Claim”) alleging or involving infringement of a third party’s Intellectual Property Rights, negligence, injury or physical damage to property arising out of your use of the Licensed Product.

8. Data Processing 

8.1  You own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data. 

8.2  You acknowledge that OST does not have any access to any Customer Data under the terms of this Agreement. 

9.  General

9.1 Relationship of Parties.  The parties hereto are independent contractors, including any supplier or third-party contractors required to perform services hereunder. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties. Neither party has the power or authority as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. There are no third-party beneficiaries to this Agreement.

9.2 Third Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

9.3 Assignments.  Neither party shall assign, transfer, charge or deal in any other manner with all or any of its rights under this Agreement without the prior written consent of the other party, except in the event of a transfer of all or substantially all of the party’s business assets, whether by merger, sale of assets or otherwise, unless the assignee, transferee, or surviving entity is a competitor of the other party, in which case the transferring party must obtain the other party’s prior written consent.  Any attempted assignment or transfer by either party in violation of the foregoing will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Notwithstanding the aforementioned, OST may at any time sub-contract all or any of its rights or obligations under this Agreement.

9.4 Governing Law and Jurisdiction.  This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of England and Wales. The parties hereby submit to the non-exclusive jurisdiction of the English court to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). This Agreement is written and will be
construed in the English language.

9.5 Remedies.  Except as specifically provided otherwise in this Agreement, the parties’ rights and remedies under this Agreement are cumulative.  You acknowledge that the Licensed Product contains valuable trade secrets and proprietary information of OST and that any actual or threatened disclosure or misapplication of such Licensed Product will constitute immediate and irreparable harm to OST for which monetary damages would be an inadequate remedy and for which OST will be entitled to seek injunctive relief. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

9.6 Waivers.  All waivers must be in writing.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.7 Severability.  If any provision or part-provision of this Agreement is adjudicated to be invalid, unenforceable or illegal, such provision or part-provision will be changed and interpreted to accomplish the objectives of such provision or part-provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section 9.7 shall not affect the validity and enforceability of the rest of this Agreement.

9.8 Export Control Laws.  You acknowledge and agree that you will comply with all applicable export and import control laws and regulations. 

9.9 Force Majeure. Neither party shall be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of OST or any other party), failure of a utility service or transport or telecommunications network, explosion, terrorist attack, epidemic or other natural disaster, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order,
rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (each a “Force Majeure Event”). Each party shall provide the other party prompt, written notification in the event it experiences any Force Majeure Event.  In the case of Force Majeure Event, the time for performance shall be extended for the period of delay or inability to perform due to such occurrences.

9.10 Entire Agreement.  This Agreement, and any document referred to in it, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, arrangement, understandings and communications. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any undertaking, promise, assurance, statement, representation, warranty or understanding, whether made innocently or negligently, that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.  Nothing in this Section 9.10 shall limit or exclude any liability for fraud.

9.11 Variation.  This Agreement may be amended only by a written document signed by both parties.

9.12 Order of Precedence. The terms of this Agreement will take precedence over any conflicting provisions.