Demo License Agreement

Demo License Agreement

BY USING THE DEMO PRODUCT, LICENSEE (“LICENSEE”) AGREES TO BE BOUND BY THE TERMS OF THIS DEMO LICENSE AGREEMENT (“AGREEMENT”). IF LICENSEE DOES NOT AGREE TO THESE TERMS, LICENSEE SHOULD NOT USE THE DEMO PRODUCT. USE OF THE DEMO PRODUCT IMPLIES ACCEPTANCE OF THESE TERMS.

1. LICENSE TO THE DEMO PRODUCT. LILT, Inc. (“Lilt”) is the owner and operator of an artificial intelligence tool and online, hosted service that assists customers with translating documents and other information (“Platform”). Subject to the terms and conditions of this Agreement, Lilt grants to Licensee a limited, non-exclusive license to use the interactive demo components of the Lilt Platform and translation services (collectively, the “Demo Product”) solely only for its internal evaluation and testing purposes. Licensee acknowledges and agrees that the Demo Product is a limited version of the Lilt Platform and translation services and not the version with full functionality. There is no charge for the use of the Demo Product by Licensee under the terms and conditions of this Agreement.

2. OWNERSHIP AND COPYRIGHT. All right and title to the Demo Product, including the Platform and any related documentation and all copies thereof, remain exclusively with Lilt. Licensee may not remove any copyright notices from any component of the Demo Product and agrees to prevent any unauthorized copying thereof.

3. RESTRICTIONS. Licensee may not sell, assign, sublicense, lease, rent or otherwise distribute the Demo Product for commercial purposes, whether in whole or in part. Except as provided in this Agreement or in the Demo Product’s documentation, Licensee may not reproduce the Demo Product, or modify, reverse engineer, de-compile or disassemble the demonstration software, in whole or in part.

4. LICENSEE MATERIALS. Licensee will provide Lilt with all documents, data, files, information, materials, or resources that Lilt reasonably requests in order for it to provide the Demo Product (“Licensee Materials”). Licensee hereby grants Lilt a limited license to use all Licensee Materials for the purposes of providing the Demo Product. Licensee may not submit any Licensee Materials that include any personal information or data which may be subject to any data privacy or security laws. Licensee acknowledges and agrees that Lilt will be using and relying on the Licensee Materials, and Lilt will not be responsible, and Licensee will be fully responsible for the accuracy or completeness of any of the Licensee Materials.

5. FEEDBACK. Licensee may from time-to-time provide suggestions, comments, or other feedback with respect to the Demo Product (“Feedback”). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to Lilt specifically regarding the Demo Product. Licensee hereby grants to Lilt a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicenseable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback, without obligation or restriction, except that Lilt will not identify Licensee as the provider of such Feedback.

6. MACHINE LEARNING. Licensee acknowledges that a fundamental component of the Lilt translation services provided through the Platform, whether directly or indirectly, includes a method of optimization that uses computer programming to analyze data taught and trained from Licensee Materials, creating a set of algorithms that extract knowledge from such data through statistical learning (“Machine Learning”). Therefore, Licensee hereby grants to Lilt a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicenseable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, and display any Licensee Materials integrated into the Machine Learning, without obligation or restriction, for purposes of creating and using the Machine Learning. Excluding Licensee Materials, such Machine Learning is the exclusive property of Lilt and Lilt owns all right, title, and interest to the Machine Learning, including the method of optimization and the algorithms therein.

7. NO WARRANTY. THE DEMO PRODUCT IS PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. LILT EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. LILT DOES NOT WARRANT THAT THE USE IN WHOLE OR IN PART OF THE DEMO PRODUCT MEET LICENSEE’S REQUIREMENTS OR BE INTERRUPTED OR ERROR FREE.

8. LIMITATION OF LIABILITIES. IN NO EVENT WILL LILT BE LIABLE FOR DAMAGES ARISING OUT OF THE USE OR LICENSING OF THE DEMO PRODUCT OR ARISING UNDER THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, TO LICENSEE OR ANY OTHER PERSON OR ENTITY. IN NO EVENT WILL LILT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE DAMAGES OR OTHER DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, RELATING TO OR IN CONNECTION WITH THE DEMO PRODUCT, ANY DOCUMENTATION OR THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION  SHALL REMAIN FULLY OPERATIVE EVEN IF THE LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE.

9. TERMINATION. This Agreement shall commence on the date that Licensee starts use of the Demo Product and, unless terminated earlier, shall automatically terminate upon the completion of the evaluation period, the length of which is determined by Lilt.  Lilt may terminate this license at any time if Licensee is in breach of any of its terms and conditions. Upon termination, Licensee will immediately destroy or return all copies of the Demo Product and documentation to Lilt.

10. SEVERABILITY. If any provision of this Agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.

11. WAIVER. The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.

12. RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall create, or be deemed to create, a partnership or agency or employment relationship or between the Parties.

13. APPLICABLE LAW AND JURISDICTION. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

14. ENTIRE AGREEMENT.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior and contemporaneous understandings, statements, warranties, representations and agreements, both oral and written, relating thereto.  This Agreement cannot be modified except in a writing signed by the parties.

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