Licence Agreement

Updated 10th February 2021

OCTERACT LIMITED
END-USER LICENCE AGREEMENT
(“Agreement”)

This End-User Licence Agreement (“Agreement”) is made and entered into between Octeract Limited (“OCTERACT”) and the individual or entity end-user (“You” or “Your”) who intends to install the software subject to this Licence Agreement (“Licence”) and/or use online services that are coupled with this software. “Software” means collectively: (i) the machine-readable object code version of any OCTERACT software, (ii) any published user manuals and documentation that OCTERACT provides, (iii) any fixes, updates, upgrades or new versions of OCTERACT software and documentation, (iv) any copies of OCTERACT software and documentation made by You or provided to You by OCTERACT, (v) any online services provided by OCTERACT, and (iv) any online services provided by OCTERACT which may or may not exchange information with locally installed OCTERACT software. By installing or using the Software, You are accepting the terms of this licence agreement.

The Software is licensed, not sold, to You for use only under the following terms. OCTERACT reserves all rights not expressly granted to You and retains all ownership of all copies of the Software. You assume sole responsibility for the installation, use and results obtained from Your use of the Software.

  1. LICENCE. OCTERACT grants to You a non-exclusive, non-transferable, non-sublicensable Licence to use the copy of the Software downloaded from OCTERACT’s website for as long as You are in compliance with the terms of this Licence. Termination of this Licence for any reason shall not terminate the other terms of this Agreement. This Licence authorizes You to do the following: (a) Install the Software on as many computers as desired for use on those computers; and (b) Make and retain as many copies as desired in machine-readable form solely for backup or archival purposes for the computers for which the Software is installed. You may use the Software only within the limitations outlined in this Agreement and in the details of Your online subscription with OCTERACT from time to time (e.g., Community Edition subscription), including, but not limited to, a maximum number of concurrent software sessions, a maximum number of concurrent users per machine, and a maximum number of CPU cores. The Software includes automation to prevent You from using it in ways that are not allowed by this Licence, and any attempts to circumvent these prevention mechanisms constitutes an immediate breach of this Agreement. You can use the Software for any legal purpose, as long as You comply with the terms of this Licence and the terms of Your active online subscription.
  2. TITLE. Title, ownership rights, and intellectual property rights in and to the Software shall remain in OCTERACT. You agree to abide by the copyright law and all other applicable laws of England and Wales. You shall have and retain title to any data You input or collate through the use of this Software.
  3. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND AND OCTERACT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE OF DEALING, INCLUDING ALL WARRANTIES OF TITLE, PERFORMANCE, USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. OCTERACT MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE. NO ORAL OR WRITTEN STATEMENT PROVIDED BY OCTERACT SHALL CREATE ANY WARRANTY.
  4. LIMITATION OF LIABILITY. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE END USER. OCTERACT SHALL NOT HAVE ANY LIABILITY TO THE END USER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFIT OR OPPORTUNITY, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF OCTERACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE.
  5. HIGH RISK ACTIVITIES. The Software is not intended for use in hazardous environments requiring fail-safe performance (such as, without limitation, the planning, construction, maintenance, control, or direct operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, medical device and life support machines, or weapon systems) in which the failure of the Software could lead to death, personal injury or physical and environmental damage (“High Risk Activities”). Accordingly, this Agreement excludes any High Risk Activities and the End User agrees not to use the Software in connection with High Risk Activities.
  6. TERMINATION. You may terminate this Licence (but not this Licence Agreement) at any time by destroying all Your copies of the Software and related documentation, and asking OCTERACT to delete your online user account. OCTERACT may terminate this Licence upon written notice to You in response to any breach to this Agreement by You. Upon termination of this Licence for any reason, You agree to destroy all Your copies of the Software and related documentation. In the event of termination, this Agreement will survive. This Licence is to You and You agree not to attempt to assign Your Licence or this Agreement without OCTERACT’s prior written consent. This Licence shall be governed by and construed in accordance with the laws of England and Wales. Any claims brought under this Agreement shall be brought only in the courts of England and Wales.
  7. CONFIDENTIALITY. You acknowledge that the Software in source code form remains a confidential trade secret of OCTERACT. You agree not to modify the Software or attempt to decipher, decompile, disassemble or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction. You agree not to deliver or otherwise make the Software available to anyone other than You or the authorized employees of Your company (if You are a business entity) and only for the normal end-uses of the Software. You agree to use Your best efforts to safeguard the Software and to ensure that no unauthorized person gains access to the Software and that no unauthorized copy, publication or decompilation is made of the Software.
  8. REGULATIONS. OCTERACT follows UK and EU regulations on financial sanctions, as well as the policies and regulations of the Bureau of Industry and Security (BIS1). By agreeing to the terms of this Licence, You agree that You will not use the Software in any way that violates these regulations. On top of this Licence, OCTERACT has put automated mechanisms in place to prevent You from doing so. If You attempt to circumvent these mechanisms or if You knowingly violate regulations by using the Software, You acknowledge that You are knowingly breaking the law. If OCTERACT is made aware of any such breaches, Your access to the Software will be terminated immediately, and OCTERACT may report You to the proper authorities, as well as disclose all relevant information required by law to those authorities. This information may include Your personal information and any data stored in OCTERACT servers regarding Your use of the Software.
  9. CHANGES IN THE LICENCE. OCTERACT reserves the right to update the terms of this Licence at any time. You will be notified if that happens, and be given a right to terminate Your subscription if You do not agree with the updated terms. Any updated versions of this Licence fully supersede any and all previous versions.
  10. DATA PROTECTION. OCTERACT uses industry-standard methods and technology, and reputable cloud storage products to keep your data safe. However, by accepting this Licence you acknowledge that no form of online storage is ever 100% safe, and that your data, personal or otherwise, can be at risk of being compromised by any number of means, including but not limited to hacking, ransomware, cyberattacks, or security exploits in third-party cloud storage, and that OCTERACT will not be liable for any such breaches, save for the extent required by law. In the event that such a breach ever occurs, OCTERACT will notify you as soon as possible upon becoming aware of it, and will take steps to address any known security vulnerabilities under its control.
  11. ANONYMISED DATA OWNERSHIP. OCTERACT owns all anonymised data that the Software collects and transmits or stores to OCTERACT servers as part of its normal operation. Any original data that You input to the Software (including your optimisation models) belongs to You, and OCTERACT has no claims whatsoever on any such data, nor on any Intellectual Property associated with that data.
  12. DATA DISCLOSURE. OCTERACT will not sell, share, or in any way disclose any of Your data to any third-party for any reason, save for third-parties who may be contracted by OCTERACT from time to time to perform specific work for Your benefit. Even then, Your data will be disclosed only if absolutely necessary for the successful completion of that work. Any such third-parties will be legally obligated to use Your data solely for the purposes of the contracted work, to protect its privacy, and to delete it immediately upon completion of such work.
  13. DEPLOYMENT AND COMBINED WORKS. You may package and deploy the Software as standalone, or as part of a larger software package (“Combined Work”), as long as you do not violate the terms of this Agreement. You may convey a Combined Work under terms of your choice that, taken together, effectively do not violate this Agreement. Note that this Agreement is with You, therefore users of the Software or Your Combined Work must enter into separate Agreements with OCTERACT before they can legally use the Software. If you create Combined Works, You must also do the following:
    • Give prominent notice with each copy of the Combined Work that the Software is used in it and that the Software and its use are covered by this Licence.
    • Accompany the Combined Work with a copy of this licence document.
    • For a Combined Work that displays copyright notices during execution, include the following copyright notice for the Software among these notices, as well as a reference directing the user to the copies of the most up-to-date version of this licence document: “Copyright (c) Octeract Ltd, 2021. This software includes Octeract Engine. Any use, reproduction, or distribution of this software constitutes acceptance of the Octeract End-User Licence Agreement.”