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1.1 “GIZO” or “Artificient” or “we” means Artificient Mobility Intelligence GmbH, having its principal place of business at Jülicher Str. 209, 52070 Aachen, Germany, registered with the commercial register at the local court of Amtsgericht Aachen under HRB 26031.
1.2 “Licensee” or “you” means the individual or legal entity entering into and exercising rights under this Agreement. For legal entities, “Licensee” includes any entity which controls, is controlled by, or is under common control with Licensee; “control” means the possession, direct or indirect power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.
2.1 “SDK” refers to software designated by Artificient as a GIZO Software Development Kit on Artificient’s website or in Artificient published documentation, in binary and source form, and including any associated GIZO software files, documentation, software code, usage samples, upgrades, or other materials made available by Artificient, and any Third-Party Software.
2.2 “Licensee Application” refers to the mobile application developed by Licensee that integrates the SDK.
2.3 “Licensor Materials” refers to any accompanying documentation, software libraries, tools, or resources provided by Licensor for integration with the SDK.
3.1 The SDK is the property of Artificient. The SDK is licensed, not sold. Title and copyrights to the SDK, in whole and in part and all copies thereof, and any and all modifications, enhancements, derivatives and other alterations of the SDK, regardless of who made them, are and will remain the sole and exclusive property of Artificient.
3.2 You agree to comply with the terms and conditions contained in Third Party Software licenses with respect to Third Party Software. Licensee may review all such Third-Party Software licenses and/or notices in the respective product documentation.
3.3 You acknowledge that Section 7 and Section 8 of this Agreement shall also apply to Third Party Software and Licensee’s use thereof. Artificient claims no right in the Third Party Software and will bear no responsibility with respect to any Third Party Software, and Licensee will look solely to such other licensor(s) or owners, as applicable, of the Third Party Software for any remedy.
4.1 Artificient grants you a non-exclusive, non-transferable, limited license to use the SDK solely for the purpose of developing, testing, and distributing Licensee Applications.
4.2 You may not modify, adapt, redistribute, decompile, reverse-engineer, disassemble, or create derivative works of (or combine with or integrate into another work) the SDK, SDK Compatible Software, or any part thereof.
4.3 You may not sell, allow access to, encumber, give, or sublicense to anyone the SDK or any portions thereof without our prior written consent.
4.4 You may create copies of the SDK solely for backup, archival, and disaster recovery purposes.
4.5 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
5.1 We provide technical support via phone or email, as detailed in the documentation accompanying the SDK.
5.2 We may, at our discretion, provide you with updates, enhancements, or modifications to the SDK. You agree to promptly install such updates to ensure compatibility and optimal performance of Licensee Applications.
6.1 This Agreement shall remain in effect until termination by either party.
6.2 We may terminate this Agreement immediately if you fail to comply with any terms or conditions contained herein.
6.3 Upon termination, you shall immediately cease all use of the SDK and destroy any copies of the SDK and Licensor Materials in its possession or control.
7.1 The SDK is provided to you on an “as is” and “as available” basis without warranties.
7.2 Artificient makes no warranty as to the SDK’s use or performance. To the maximum extent permitted by applicable law, Artificient (and its affiliates, shareholders, agents, directors, and employees), and its licensors, suppliers (including the providers of third party software) and resellers disclaim all warranties and conditions, whether express or implied (including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement) with regard to the SDK, and the provision or failure to provide support services.
7.3 To the maximum extent permitted by applicable law, Artificient does not represent or warrant that the SDK (a) is accurate, reliable, or correct; (b) will meet any licensee requirements; (c) will be available at any particular time or location, uninterrupted, or secure; (d) is free of defects or errors and that any, if found, will be corrected; and/or (e) is free of viruses or other harmful components.
7.4 Any content or data downloaded or otherwise obtained through the use of the SDK are downloaded at Licensee’s own risk; Licensee agrees it is solely responsible for any damage to its property and/or loss of data that results from such download.
7.5 Licensee may have other rights that may not be limited or excluded, and which may vary from state/jurisdiction to state/jurisdiction. This document is not intended to negatively affect such rights.
8.1 In no event shall Licensor be liable under this License Agreement for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, data, or use, even if advised of the possibility of such damages.
8.2 Licensor’s total liability shall exceed the amounts paid by Licensee to Licensor under this License Agreement.
9.1 If any court of law having the jurisdiction to decide on this matter rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable.
9.2 This License Agreement and your relationship with Artificient under this License Agreement are governed by the laws of Germany.
9.3 No Waiver. Our failure to enforce or exercise any right under this Agreement is not a waiver of that right.