TERMS AND CONDITIONS

METAVISION® INTELLIGENCE ESSENTIALS 

LICENSING TERMS AND CONDITIONS

THESE METAVISION ® LICENSING TERMS AND CONDITIONS (“License T&C’s”) ARE APPLICABLE BETWEEN YOU AS ACTING THEREIN AS A SINGLE INDIVIDUAL OR A SINGLE LEGAL ENTITY (hereinafter “YOU” or the “LICENSEE”) AND Prophesee S.A., a corporation duly organized and existing under the laws of France, with registered offices at 74 rue du Faubourg Saint-Antoine, 75012 Paris, France (“Prophesee“) TO THE USE OF THE ESSENTIALS VERSION 2.1 OF METAVISION® SOFTWARE.

PROPHESEE IS ONLY WILLING TO LICENSE THE SOFTWARE (as further defined below) TO YOU SUBJECT TO YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS AS SET FORTH HEREIN WITHOUT RESERVE. BY CLICKING “I read and accept the above Terms and Conditions, and declare that the information provided is true and correct” THEN BY FURTHER DOWNLOADING, INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE, YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL THESE License T&C’s HEREIN, WHAT WILL MAKE YOU ENTERING INTO A BINDING LICENSE AGREEMENT (the “License Agreement”). IF YOU DO NOT AGREE WITH THESE License T&C’s, OR MAKE YOUR ACCEPTANCE CONDITIONAL UPON MODIFICATIONS TO ANY OF THESE License T&C’s, NO License IS GRANTED TO YOU ON THE SOFTWARE, YOU SHOULD NOT DOWNLOAD, INSTALL, USE OR COPY THE SOFTWARE AND ANY PORTIONS OF.

ACCEPTING THESE License T&C’s, GRANTS YOU THE RIGHTS BELOW, ALWAYS SUBJECT TO YOUR OBSERVANCE OF THE License T&C’s:

1. DEFINITIONS

– “Derivative Work” shall mean the results from the Development (has defined bleow) performed by the LICENSEE with the help of the SOFTWARE in accordance with the License T&Cs, that substantially transforms, adapts or modify the SOFTWARE, which shall become orginal part of the Device Software and on which LICENSEE shall be the copyright owner.

– “Device” shall mean any prototype of hardware device such as but not limited to a camera or a compute platform that is designed, developed and/or manufactured by the LICENSEE and that incorporates, integrates and/or runs the Device Software.

– “Device Software” shall mean LICENSEE’s software made of the Derivative Work and its relative dependencies in the SOFTWARE and that may be embodied in a Device for Evaluation purpose (as further defined below).

– “Intellectual Property Rights” or “IPR” shall mean any and all intellectual property rights throughout the world, including without limitation any and all inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all re-issuances, divisions, continuations, continuations-in-part, revisions, renewals, extensions and reexaminations thereof, works of authorship, database rights, copyrightable works (including the copyright on software in any code), copyrights (and any applications, registrations and renewals therefore or thereto), topography or semiconductor or other mask work rights, all moral rights, registered or unregistered trademarks (and any applications, registrations, renewals therefor or thereto), logos, service marks, trade dress, domain names, trade names, corporate names, and any translations, adaptations, derivations and combinations thereof (solely to the extent such translations, adaptations, derivations and/or combinations are protected under applicable intellectual property law in which such enforcement is sought), and any goodwill associated with any of the foregoing, applications for any of the foregoing, trade secret rights, moral rights, unregistered design rights, rights to know-how, inventions, and algorithms, and any and all similar or equivalent rights throughout the world, whether under any country or jurisdiction in the world or international conventions.

– “SOFTWARE” shall mean an intelligence suite designed by Prophesee for providing YOU the tools and plug-ins to easily and freely get started experimenting and evaluating the Event-Based Vision technology. The SOFTWARE combines both: (i) Prophesee proprietary libraries and algorithms provided in binaries or object codes (“Proprietary Libraries”) and (ii) dynamic links to or code inclusions of open source libraries subject to non copyleft open  source licenses (“Open Source Libraries”).

– “Product” shall mean an Event-Based Vision technology evaluation kit and/or sensor commercialized or loaned by Prophesee or one of its official business partners.

– “Updates” shall mean any and all changes, modifications, reconfigurations,  improvements, translations, transformations, derivative works, and/or enhancements of the SOFTWARE that may be provided from time to time by Prophesee to LICENSEE.

1. LICENSE GRANT

1.1. License of the Proprietary Libraries in the SOFTWARE. Subject to the License T&C’s herein and for the duration of the License Agreement, PROPHESEE grants LICENSEE a non-exclusive, worldwide, non-transferable (whether by assignment, law or otherwise), non-sub licensable, revocable in accordance with the terms and conditions set forth in these License T&C’s, limited, fully paid up license (hereinafter referred to as the “License”) to install, run, test and perform one copy of the SOFTWARE (whose Proprietary Libraries are delivered in binaries) for evaluating and testing the SOFTWARE and for creating Derivative Works of the SOFTWARE for calibrating, creating, designing, developing, configuring, evaluating and testing a Device Software as standing alone item or in combination or embedded in a Device for internal evaluation purpose only (“Evaluation”).  

LICENSEE shall reproduce and apply to such copy of the SOFTWARE, any copyrights and proprietary and licensing rights included on or embedded in the Proprietary Libraries and comply with the License Restrictions on the Proprietary Libraries as set forth below in Section 1.2.

1.2 License Restrictions on the Proprietary Libraries. License granted pursuant to Section 1.1 above does not grant the LICENSEE the right to :

(i) use the Proprietary Libraries or any portion thereof, except as expressly and exhaustively authorized in Section 1.1 above;

(ii)  disclose or otherwise make available or accessible the Proprietary Libraries to third parties, whether by assignment, rental, lease, timeshare, transfer of any other means;

(iii) reverse engineer, disassemble, decompile, in whole or in part, the SOFTWARE;

(iv) conceal or remove any title, trademark, copyright, proprietary and restricted rights notices contained in the SOFTWARE;

(v) attempt to access and provide access or grant any rights or license to any source code of the Proprietary Libraries, any IPR therein and any IPR in any Prophesee Product;

(vi) develop or have developed any Updates ;

(vii) develop of have developed any Derivative Works for other purpose than for Evaluation purpose.  

(vii) assert or opppose any Derivative Work’s IPR to Prophesee, its grantors, successors and assigns, or claim infrigement of any IPR owned by LICENSEE in the Derivative Work by Prophesee, its grantors, successors and assigns.

(viii) integrate the Proprietary Libraries or any part thereof into (i) GPL- or LGPL- (GNU General Public License or GNU Lesser/Library General Public License) licensed-code intended for distribution, (ii) Mozilla Public License, (iii) Common Public License, Common Development and Distribution License, or (iv) any other free or open source licensed software that would require publication or giving any rights to third parties in the SOFTWARE or the Device Software not permitted by these License T&C’s;

1.3. License of the Open Source Libraries. The SOFTWARE and its Updates as the case may be include (i) mainly dynamic links to Open Source Libraries subject to non-copyleft open source licenses and in particular, some libraries are subject to GNU Lesser General Public License (“LGPL”) as available here: LGPLv3, LGPLv2.1, as addending GPLv3, GPLv2 ; and (ii) a few headers as code inclusion whose source code has not been modified and is separately available upon request to : support@prophesee.ai. Licensing terms and conditions of all Open Sources Libraries as well as their copyrights and applicable disclaimers are detailed in Appendix I to this License T&C’s, that shall be upated in case of Update.

BY CLICKING “I read and accept the above Terms and Conditions, and declare that the information provided is true and correct” THEN BY FURTHER DOWNLOADING, INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE, LICENSEE COMMITS TO (i) DOWNLOAD ALL OPEN SOURCE LICENSES, COPYRIGHTS AND DISCLAIMERS THAT ARE LISTED AND MADE AVAILABLE IN OR FOLLOWING THE LINKS PROVIDED IN Appendix I AND IN APPENDIX OF UPDATE FOR EACH OPEN SOURCE LIBRARY, (ii) TO COMPLY WITH AND APPLY ALL OPEN SOURCE LICENSES TERMS AND CONDITIONS, COPYRIGHTS AND DISCLAIMERS (iii) TO HOLD PROPHESEE, ITS DIRECTORS, OFFICERS, EMPLOYEES, INSURANCE COMPANIES HARMLESS AND TO INDEMNIFY THE SAME FOR ANY LIABILITIES AND DAMAGES THAT MAY RESULT FROM YOUR FAILURE TO COMPLY WITH PROVISION (ii) ABOVE.  

2. OWNERSHIP AND RESERVATION OF RIGHTS.

2.1 LICENSEE acknowledges that Prophesee and its grantors retain all right, title and interest (including, without limitation, all IPR) in and to (i) the Proprietary Libraries including all Updates thereto ; (ii) the Prophesee Product; (iii) the manufacturing process technology of the Prophesee Product. All rights relating to the Proprietary Libraries that are not expressly granted hereunder to LICENSEE are reserved and retained by Prophesee and its grantors.

2.2 Where LICENSEE provides Porphesee with Feedback and Prophesee incorporates that Feedback in its SOFTWARE, LICENSEE grants to Prophesee and Prophesee accepts, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, with the right to sublicense, under LICENSEE’s IPR to the Feedback to incorporate or otherwise utilize Feedback as provided by LICENSEE to Prophesee. “Feedback” means any performance remarks, feature suggestions, results, requirements, inputs, suggestions, comments, responses, opinions, feedback, errata, or improvements concerning the SOFTWARE and/or Derivative Work provided by LICENSEE under this License, LICENSEE being in any cases under no obligation to share any Feedback with Prophesee.

3. NO WARRANTY. THE Proprietary Libraries AND DOCUMENTATION ARE PROVIDED UNDER THIS License ON AN “AS IS” BASIS WITH ALL FAULTS AND DEFAULTS, WITHOUT WARRANTY OF ANY KIND, EITHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY. Prophesee HEREBY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, ANY AND ALL LIABILITY FOR THE USE, COPY, MODIFICATION OF THE Proprietary Libraries AND PERFORMANCE OF ITS RIGHTS AND OBLIGATIONS UNDER THESE License T&C’s, INCLUDING BUT NOT LIMITED TO ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE, WHATEVER THE CAUSE THEREOF, LIABILITY FOR ANY LOSS OF PROFIT, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS License AND THE USE, COPY OR MODIFICATION OF THE Proprietary Libraries. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENSE, THE MAXIMUM LIABILITY OF Prophesee TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST Prophesee IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS License INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS INFRINGEMENT SHALL NOT EXCEED 1 EURO.
5. TERM. This License shall remain in force until terminated by LICENSEE or by Prophesee. Without prejudice to any of its other rights, if LICENSEE is in breach of any of the terms and conditions of these T&C’s License, then Prophesee may terminate the License immediately upon giving written notice to LICENSEE. LICENSEE may terminate the License at any time by sending an email at : legal@prophesee.ai
6. DISCONTINUED USE. Upon any expiration or termination of the License, LICENSEE shall immediately (i) discontinue use of the Proprietary Libraries, (ii) remove, delete and otherwise destroy all electronic copies of the Proprietary Libraries, and (iii) execute and deliver to Prophesee written certification of its compliance with all of the foregoing. Neither Party shall be liable to the other Party for damages of any kind solely as a result of terminating this License. Termination of this License by a Party shall be without prejudice to any other right or remedy of such Party under this License or applicable law.
7. SURVIVAL. Upon any expiration or termination of this License, the rights and obligations of the Parties shall terminate, except that Section 2.2 and Articles 3, 4, 6, 7, 8 and 9 shall survive such expiration or termination, for their own duration and each time needed for their implementation.
8. COMPLIANCE

8.1 – Ethics. As a responsible and compliant company with international standards, PROPHESEE does not enter in business activities or liaise with any company infringing anti-bribery and corruption laws or regulations, including OECD Convention of 1997 and the United Nations Convention against Corruption (UNCAC) of 2003, United States Foreign Corrupt Practices Act of 1977, UK Bribery Act of 2010 and French Sapin 2 Law of 2016 and their respective amendments (collectively the “ABC Regulations”). As consequence of the foregoing, by clicking “I read and accept the above Terms and Conditions, and declare that the information provided is true and correct” then by further downloading, installing or otherwise using or copying the SOFTWARE, the LICENSEE solemnly declares that (i) it has not infringed any ABC Regulations; (ii) neither it, its representatives nor its executive managers have been, to the best of its knowledge, subject to civil or criminal sanctions, in France, USA, United Kingdom and in the country of the LICENSEE, for infringement of ABC Regulations; and (iii) no investigation or proceedings which could lead to such sanctions have been brought against it or against such person. LICENSEE warrants that it complies with the ABC Regulations and further warrants that it has not granted and shall not grant, directly or indirectly, any gift, present, payment, remuneration or benefit whatsoever aiming at getting or as counterpart to the License Agreement and its performance. In the event of failure to comply with this clause, Prophesee shall automatically have the right to terminate the License Agreement without compensation to the LICENSEE and without prejudice to any remedies Prophesee may claim to the LICENSEE as consequence thereof.

8.2. Personal Data. Within the frame of the License Agreement, Prophesee collects “personal data” as defined by the European Regulation n°2016/679 dated April 27, 2016 (hereinafter the “GDPR”) such as: name, title, business telephone, address, and email (“Business Contact Information”) of LICENSEE’ managers and developers. by clicking “I read and accept the above Terms and Conditions, and declare that the information provided is true and correct” then by further downloading, installing or otherwise using or copying the SOFTWARE, LICENSEE indicates that it agrees and consents with such collection and processing as follows: Prophesee shall (i) process the Business Contact Information only in so far as strictly necessary for the performance of the License Agreement, (ii) restrict their transfer to third parties offering the same guarantees than those defined herein and refrain to transfer them to third parties located outside of the European Economic Area without having obtained a prior consent from LICENSEE ; (iii) return, modify and/or delete the Business Contact Information when they are no more necessary, or upon request from LICENSEE at: legal@prophesee.ai, and in any case 5 years after the date of the last consent.

8.3 – Export Control. The Parties are responsible for identifying and understanding their respective responsibilities with respect to any export controls applicable to the goods, software technology and services (collectively “Items”) thay may be exporterd or transferred under the License Agreement.  Each Party warrants that it will comply with all applicable export controls, including by obtaining export licenses when required for each  Item. With respect to any transfers of restricted Items from LICENSEE to PROPHESEE, LICENSEE will be the exporter of record and responsible for obtaining any export licenses required in connection therewith.  In all cases, LICENSEE will communicate to PROPHESEE, in any cases before any exports, the applicable export control classification number (ECCN) and whether the Item is subject to US export or reexport controls in order to allow Prophesee to comply with its obligations under this License Agreement. LICENSEE warrants that it will, over the course of the License, timely provide Prophesee with complete and accurate information and documentation necessary to ensure compliance with applicable export controls, such as identification of the intended End-User, end-use and country of destination of Items procured from Prophesee. LICENSEE shall immediately inform and warn Prophesee while this License Agreement remain in force in case it is listed on any sanctions lists such as but not limited to US BIS DoC entities list and commerce control list (CCL), US OFAC list, the UN entities list, the European Counsel entities list, the register of the Frechn fiscal administration (“Registre des gels et des avoirs de la Direction Générale du Trésor Public”). Prophesee shall be entitled to decline to perform any aspect of this License Agreement that may result in a violation of applicable export controls. Each Party must immediately notify the other if, while this License Agreement remains in force, if they file a voluntary self-disclosure (VSD) or come under investigation by government authorities for violation of any export controls that are applicable under this License Agreement. In no event shall either Party transmit, export or reexport to the other Party an Item that is subject to the United States International Traffic in Arms Regulations or the Common Military List of the European Union, or which is exported pursuant to license exception STA to the United States Export Administration Regulations.

9. MISCELLANEOUS

9.1 The License Agreement shall not be assigned, delegated or transferred by LICENSEE by contract, operation of law or otherwise without the prior written consent of PROPHESEE.

9.2 Should any part or provision of these License T&C’s be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such holding and the Parties shall negotiate in good faith a substitute, valid, enforceable provision which most nearly effects the Parties intent in entering into the License Agreement.

9.3 The License Agreement is governed and construed in accordance with the laws of France, without regard to its conflict of laws provisions. Any disputes arising out of the License Agreement shall be finally resolved by the competent jurisdiction of Paris, France, without prejudice to the right from seeking any interim or final injunctive and/or equitable relief by a court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the License Agreement. 

9.4 The License Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter of the License and merges all prior discussions and writings between them with respect to the contents of the License Agreement, PROVIDED ALWAYS that nothing in the License Agreement shall prejudice or supersede the provisions of any non-disclosure agreement between the Parties made prior or concomitantly to the License Agreement hereof, which shall continue in full force and effect notwithstanding the execution of the License Agreement.  However, the Parties agree that any confidential information disclosed under a non-disclosure agreement between the Parties related to the subject matter of the License Agreement shall be treated as Confidential Information disclosed hereunder, and the terms of the License Agreement shall apply to such confidential information.

9.5 No modification or alteration to the terms of the License Agreement shall have effect unless the same is agreed in writing by duly authorized representatives of the Parties.

9.6 All notices or communications to be given under the License Agreement shall be in writing and shall be deemed to be validly given by delivery thereof to its recipient if (i) delivered upon hand delivery, or (ii) by deposit in the mail of the home country of the Party, postage prepaid, by certified, registered or e-registered mail or equivalent, or (iii) by nationally recognized overnight courier service (e.g., FedEx, UPS) prepaid, all of which are addressed to YOU at your declared address. Furthermore, in the case of PROPHESEE, legal notices have to be sent in copy at the following address: legal@prophesee.ai.

9.7 Either Party’s failure to exercise any right under the License Agreement shall not constitute a waiver of any other terms or conditions of the License Agreement with respect to any other subsequent breach, nor a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of the License Agreement.

9.8 LICENSEE shall not make any announcement or press release regarding the License Agreement or any terms thereof without the prior written consent of PROPHESEE.

V.1.5 – Paris, September 18th – All rights reserved © 2020 Prophesee S.A. 

APPENDIX I – OPEN SOURCE LIBRARIES SUBJECT TO OPEN SOURCE LICENSES