Amped Software
LICENSE AGREEMENT FOR THE DeepPlate SOFTWARE
GENERAL TERMS AND CONDITIONS
Amped S.r.l., a company duly incorporated in Italy, with a registered office in Trieste, Area Science Park, Padriciano 99 – Italy (the "Licensor") hereby grants you (the "Licensee") a non-exclusive, non-assignable, and non-transferable license to use the software DeepPlate as a service (the "Service"), subject to the acceptance by Licensee of the general terms and condition to use the Service contained herein.
(Licensor and Licensee also are referred hereto individually as a “Party” and jointly as the “Parties”).
1. Software
a. Licensor is the owner of the software DeepPlate, an AI-powered plate reading service intended to provide a decision support system.
b. The Service is made available through the Amped support portal (https://support.ampedsoftware.com). In order to access the Service, Licensee must use its account at the Amped support portal and provide any information requested during the registration procedure (the “Registration Data”).
c. The Parties agree that the Service granted herein is not subject to license fees.
2. Service Access Requirements
The Service is made available to entities that meet the following criteria:
a. The entity must have an active Amped FIVE subscription license or an active Amped FIVE SMS (Software Maintenance and Support) plan at the time of use.
b. The entity must be located in one of the countries that are currently supported by the Service.
c. The entity must not have exceeded the utilization cap.
3. Use and Cap
a. Licensee shall be exclusively responsible for the supervision, management and control of the use of the Service, including without limitation, any loss, theft, alteration, modification, illegitimate access of any data relating to the Service.
b. Licensor is entitled to monitor any uses of the Service by Licensee. This monitoring activities is carried out through the use of the personal Amped support portal made by each Licensee. Licensor is entitled to determine a time-based usage cap. Once the cap is reached, all users belonging to that Licensee shall be inhibited from using the Service until the cap is reset by Licensor.
4. License Restrictions
The use of the Service is strictly limited to the furtherance of the internal operations of the Licensee. In particular, Licensee undertakes NOT to take any or all of the following actions:
a. use the Service for evidentiary purposes and in any manner that may compromise the integrity, fairness, or legality of the decision-making process;
b. use the Service for training sessions, without the Licensor’s prior written consent;
c. make the Service accessible by third parties in any way through network connections or other electronic means, without the Licensor’s prior written consent;
d. sell, license, sub-license, lease, assign or otherwise transfer (whether by sale, exchange, gift, operation of law or otherwise) to third parties the Service, any copy thereof, in whole or in part, without Licensor’s prior written consent;
e. modify or change the Service;
f. decompile, disassemble, or otherwise reverse engineer the Service.
5. Availability of the Service
Licensee acknowledges and agrees that any interruption or suspension of the Service may occur at any time and without prior notice.
It remains understood that Licensor shall not be held responsible for any damages which may derive to Licensee for the interruption or suspension of the Service.
6. Data security
Licensor shall adopt any technical and organizational security precautions and measures to protect the Licensee’s data. In particular, Licensor shall take the appropriate and usual measures, including but not limited to, virus protection and any protections against similar harmful programs according to the current industry standards in order to protect the Licensee’s data against any unauthorized notice, storage, modification or other non-authorized access or attacks by employees of Licensor or third parties.
In the event Licensee processes or uses personally identifiable data, Licensee shall be responsible for ensuring that it is entitled to do so in accordance with the applicable provisions and, in case of any breaches, Licensee shall indemnify Licensor from any claims and damages suffered by third parties.
It remains understood that Licensor shall not be responsible for the compliance and accuracy of the data provided by Licensee and shall not be held responsible for any deficiency of the privacy and/or security of the Licensee’s data.
Licensee acknowledges and agrees that any data submitted for analysis through the Service will only be retained by Licensor for the duration necessary to perform the analysis and automatically deleted. Licensor shall not retain any data beyond the scope of the analysis, and Licensee shall have no expectation of data retention beyond this period. Licensee is solely responsible for maintaining backups of any data submitted to the Service.
7. Title
Licensee agrees that Licensor owns all copyright, trade secret, patent, trademark and other proprietary rights in and to the Service, including all modifications thereto.
8. Warranties
Licensor warrants to Licensee its full and exclusive ownership of DeepPlate, including the copyright related thereto.
EXCEPT AS STATED ABOVE, LICENSOR DOES NOT MAKE ANY WARRANTY, EITHER WRITTEN OR ORAL, WITH REFERENCE TO THE COMPLIANCE OF DeepPlate WITH THE SPECIFIC USE AS A SERVICE UNDER THE TERMS AND CONDITIONS CONTAINED HEREIN. IN PARTICULAR, LICENSOR: (i) MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, ON THE QUALITY AND FITNESS OF DeepPlate AND THE SERVICE, AND, (ii) DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF DeepPlate AND THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL CAUSE DAMAGE OR DISRUPTION TO LISENSEE’S DATA, COMPUTERS OR NETWORK.
Licensor shall not bear any liability with reference to any damages, direct and/or incidental and/or consequential, which may derive from the use of DeepPlate as a service hereunder.
9. Confidential Information
Licensee shall not, either directly or indirectly, disclose to third parties or use any information which are not in the public domain, in any form, whether obtained prior to or after the execution of this license and for a period of two (2) years following its termination, relating to DeepPlate, the Service, Licensor and any information concerning the technical data, contacts, know how, software applications, license files, the correspondence, names and addresses of customers, and any other written or oral information which may be used in relation to this agreement (the "Confidential Information"); it remains understood that information shall not be considered Confidential Information for the purposes of any section of this agreement in the event disclosure shall be necessary: (i) in order to execute this agreement and (ii) in order to be in compliance with applicable laws.
Licensee shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information.
10. License Term
The term of the license of the Service shall be on a temporary basis, commencing upon Licensee's acceptance of the general terms and conditions contained herein by selecting the button "I AGREE" appearing at the bottom of this screen or by signing the relevant document in any legal and binding form.
It remains understood that upon written communication sent to Licensee, Licensor is entitled to terminate this agreement any time and without cause. Termination under this paragraph shall not relieve Licensee of its obligations regarding confidentiality of the Service. Upon written communication sent to Licensee, Licensor shall be entitled to cancel the Licensee’s account and upon request of Licensor, Licensee shall cancel any license file relating to the Service, and certify in writing that they have been cancelled.
11. General Provisions
a. Assignability. This agreement and all rights and obligations hereunder shall not be assignable by Licensee, except with the prior written consent of Licensor.
b. Liability. No action or claim relating to this agreement or the Service may be instituted more than one (1) year after the event giving rise to such action or claim.
c. Indemnification. Licensor shall indemnify and hold Licensee harmless from and against any claim of infringement of any patent or copyright based upon the Service, provided that Licensee gives Licensor prompt notice of and the opportunity to defend any such claim.
d. Entire Agreement; Amendment. The Licensee acknowledges that he has read this agreement, understands it and agrees to be bound by all terms and conditions hereof which replace any previous written or oral agreements between the Parties. All subsequent modifications, amendments, and waivers to this agreement, must be by written instrument, executed by authorized representatives of the Parties hereto.
e. Survival. The rights and obligations contained in Sections 7, 8, 9, 10, 11.b, 11.c, 11.e and 11.f shall survive any termination of this agreement.
f. Choice of Law and Venue. This agreement shall be governed by the laws of Italy. The parties hereby agree to submit to the exclusive jurisdiction of the competent courts sitting in Trieste, Italy, with respect to any and all unresolved disputes arising under this agreement and the Service.
g. Severability. In the event that any provision under this agreement shall be deemed illegal or otherwise unenforceable by any applicable statute or rule of law, such provision shall be omitted and the entire agreement shall not fail on account thereof and the remainder of the agreement shall continue in full force and effect.
h. Third Party Components. Licensor reserves the right to use and/or to provide within the Service third party software, libraries, executables or other components, either commercial or open source, in accordance with applicable law.
Notices. All notices and other communications required under this agreement shall be in writing and shall be sent either by personal delivery, recognized courier service or first class registered mail. All notices shall be deemed to have been received the same day, when personally delivered, or three days after posting, when sent by any of the other methods listed above.
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In compliance with sections 1341 and 1342 of the Italian Civil Code, we hereby acknowledge to be aware of the content of this License Agreement for the DeepPlate Software and to have read and expressly approved in writing the following sections to the agreement:
2. - “Service Access Requirements”
3. - “Use and Cap”
4. - “License Restrictions”
8. - “Warranties”
9. - “Confidential Information”
10. - “License Term”
11 a. - “Assignability”
11 b. - “Liability”
11 c. - “Indemnification”
11 e. - “Survival”
11 f. - “Choice of Law and Venue”