Contract Weaviate Enterprise


Software Licence Weaviate Enterprise

## SOFTWARE LICENCE, RESTRICTIONS AND OPEN SOURCE

We grant to you a non-exclusive, non-transferable right, without the right to grant or authorise sublicences, solely for your internal business purposes to install and use the Software described in the Details in accordance with this Agreement. You may permit your contractors and your Affiliates to use Sofware in accordance with this clause, provided that such use by contractors must be solely for Your benefit and/or the benefit of uour Affiliates. You will be responsible for all acts and omissions of such contractors and  Affiliates in connection with their use of the Software that are contrary to the terms and conditions of this Agreement

Other than as expressly permittted by this Agreement or by applicable law, you must not or allow any other person to: (i) reverse engineer or decompile, decrypt, disassemble the Software, (ii)  prepare derivative works from, modify, copy or use the Software; (iii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer, Software, in whole or in part, to any third party; (iv) use Software for providing time-sharing services, any software-as-a-service, service bureau services or as part of an application services provider or other service offering ("SaaS Offering") where obtaining access to the Software or the features and functions of the Software is a primary reason or substantial motivation for users of the SaaS Offering to access and/or use the SaaS Offering ("Prohibited SaaS Offering"); or (v) alter or remove any trade marks or notices in the Software.

If you have any questions as to whether a specific SaaS Offering constitutes a Prohibited SaaS Offering, or you are interested in doing something not permitted by this licence, e.g. commercial or non-commercial distribution of the Software, please contact us at [contact@semi.technology].

The Software may contain or be provided with third party open source libraries, components, utilities and other open source software ("Open Source Software"), which Open Source Software may have applicable license terms as identified on a website designated by us. 

Use of the Open Source Software will be subject to the license terms and conditions applicable to such Open Source Software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted   to You hereunder, but may contain additional rights). To the extent any provision of this Agreement conflicts with any license to the Open Source Software, the Open Source Software license will govern with respect to such Open Source Software only.

We may also separately provide you with certain open source software that is licensed by us. Your use of such of our open source software will not be governed by this Agreement, but by the applicable open source license terms.

## TERMINATION

This licence will automatically terminate, without the requirement for us to provide notice, if you breach any of its provisions.

Upon any termination of this licence, for any reason, you must promptly cease to use the Software. For the avoidance of doubt, termination of this Agreement will not affect Your right to use our or any third party Open Source Software.

Clauses [1.2, 2.2. 3.3, 4 and 5] survive any termination or expiration of this Agreement.

## WARRANTIES AND LIABILITY

Subject to clause 5 of the General Terms, and to the extent pemitted under applicabe law, the Software is provided ‘as is’ without warranty of any kind, and we and our licensors make no warranty, whether express, implied or statutory in relation to the Software. To the extent permitted under applicable law, we and our licensors specifically disclaim all implied warranties of mechantability, fitness for a particular purpose and non-infringement with respect to the Software. We do not warrant that the results of your use of the Software or that the Software itself will be error free or that your use of the Sotware will be uninterrupted.

In no event will we or our licensors be liable to you or any third party for any direct or indirect damages, loss of profits, loss of use, business interruption, loss of data, cost of substitute goods or services or for any special, incidental or consequential damages of any kind, in connection with or arising out of the use of inability to use the Software, or the performance or the failure to perform under this licence whether under breach of contract, tort (including negligence) even if we have been advised of the risk of such damages.

## MISCELLANEOUS

This licence may be amended by us from time to time and will take effect on the “Effective Date” notified at the top of this licence document.
Notices must be in English, in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the address(es) or email address provided by you, including through an automated receipt or by electronic log. Any notice from you to us must include a copy sent to: [usually the General Counsel or similar, but can be your customer service address.] 

If a provision of this licence is or becomes illegal, invalid, void or unenforceable, this shall not affect the validity or enforceability of any other provision of the licence. 

Any provisions of this licence that by their nature extend beyond the termination or expiration of the Agreement shall remain in effect.

The agreement created by this document is governed by and shall be construed in accordance with the laws of the Netherlands. 

To the extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods does not apply.

Disputes between the Parties which cannot not be resolved amicably, will be adjudicated exclusively by the competent court in Amsterdam, the Netherlands.

DEFINITIONS

TermDefinition
AgreementAny written agreement entered into between SeMI and Customer including any applicable schedules, Purchase Orders and work orders from SeMI (if any), as well as any other document expressly mentioned in the agreement as part of that agreement.
Affiliatemeans an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party, where “control” is the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
Confidential Informationmeans information disclosed by the disclosing party to the recipient during the term of the Agreement that (i) is marked confidential; (ii) if disclosed orally, is clearly described as confidential at the time of disclosure and is subsequently set forth in writing, marked confidential, and sent to the recipient within thirty (30) days following the oral disclosure; or (iii) is of a nature that the recipient knows is confidential to the disclosing party or should reasonably be expected to know is confidential.
Customer or youmeans the person or entity acquiring the right to use or access the Products and which is a party to this Agreement.
Feesare the amounts to be paid by you to us for the Products.
General Termsmeans the terms contained in clauses [1 – 15] of this document.
Productsmeans the Software and Services that we have made available.
Product Descriptionsmeans (a) the Product Descriptions (b) for Services, that are incorporated into an applicable statement of work.
ServicesThe services to be provided by SeMI to Customer as described in the Agreement.
Services Termmeans the period during which you are entitled by us to use, receive access or consume a particular Product pursuant to an Order Form.
SoftwareThe software (including documentation and preparatory materials) that we have made available
Start Datemeans earliest of (a) the date of the last signature on this Agreement or an Order Form, (b) your online acceptance of the Agreement, and (c) when you first receive access to a Product.
Taxesmeans any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or any of our Products, other than taxes based on our net income.
Your Materialsmeans any data, information, software or other materials that you provide to us under the Agreement.