TERMS AND CONDITIONS FOR USING SOLVER AI SUITE SOFTWARE LICENSE
All modules of Solver AI Suite software (hereinafter also referred to as Software) licenses represent the exclusive intellectual property of the company Things Solver doo Beograd, registration number: 21188450, tax ID number: 109469802, represented by Darko Marjanović, director (hereinafter the: “Licensor”)
The type of license is the choice of certain functions of Solver AI Suite platform, the goals to be achieved or the number of concurrent users.
Things Solver reserves the right to set different prices for each version.
Licensee may integrate its customized models into the granted version of Solver AI Suite software only with previous written the consent of Things Solver.
Solver AI Suite license can be granted for a period of minimum 365 days.
Implementation of the Solver AI Suite software by Things Solver and granting of licenses does not imply the assignment of intellectual property rights over the Solver AI Suite software, and Things Solver remains the owner and holder of all intellectual property rights.
The license is granted on the following fields of exploitation:
Further terms and conditions of the license (i.e moment of granting the license, territory), are detailed in this Term of Use and in the separate Agreement.
The above-mentioned license does not entitle Licensees affiliates to use AI Suite software unless the agreed otherwise and specified in the separate Agreement. In such cases, the Licensee will be fully liable for the use of AI Suite software by affiliates.
AI Suite software shall be protected by either party as confidential information.
Things Solver assumes no obligations or liabilities regarding the proper and uninterrupted operation of the equipment, services, products and information programs belonging to the Licensee.
THIRD PARTY SOFTWARE
When the Solver AI Suite software consists in any part of Third Party Software, information regarding that fact shall be provided in the Agreement.
In such event, license to the Third Party Software shall be granted under separate terms and conditions, presented along with the Agreement. Licensee declares the acceptance of the above-mentioned terms by signing the Agreement.
When using any Solver AI Suite license, Licensee shall not and shall not permit any third party to :
- reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of the Solver AI Suite software and its modifications or any part of it, except as the right to perform above-mentioned actions may not be restricted under any circumstances and only in those cases explicitly permitted by law,
- modify or create any derivative work of any part of the Solver AI Suite software and its modifications, especially in the course of implementation of the Solver AI Suite software,
- adapt, translate, copy or convert all or any part of the Solver AI Suite software and its modifications,
- sell, license, sublicense, rent, lease or loan or otherwise transfer the Solver AI Suite software or its parts to a third party,
- use the Solver AI Suite software for any purposes in any manner directly or indirectly in violation of any law, regulation, mandate or court order or in the aid of any unlawful act or undertaking,
- provide insight into Solver AI Suite software, database structures and logic of executing transactions, and appropriate know-how.
Further restrictions on the use of Solver AI Suite software are to be specified in the separate Agreement.
The license cannot be transferred on any legal successor of Licensee unless mandatory provisions of applicable law state otherwise.
Things Solver represents and warrants that the Solver AI Suite software does not infringe any third party intellectual property rights. If a third party asserts an infringement claim, the basis of which is that the Solver AI Suite software infringe any third party intellectual property rights, Things Solver shall, at its own expenses, defend, indemnify and hold harmless Licensee from any costs, expenses, fines, penalties, losses, claims, or damages resulting from an allegation, proceeding, suit, or claim that the Solver AI Suite software infringe any third party intellectual property rights, provided that Licensee notifies Things Solver in writing promptly, no later than in 7 days, after such claim is asserted or threatened against Licensee.
Notwithstanding the provisions of the previous clause above, the indemnity set forth herein shall not apply to, and Things Solver assumes no liability for, any claims of infringement made by any third party to the extent that such claim is based upon:
- use of other than an unaltered version of the Solver AI Suite software provided by Things Solver; or
- any information, design, specification, instruction, software, data, or material not furnished by Things Solver; or
- the combination of the Solver AI Suite software with any programs, data, methods or technology, equipment not provided by Things Solver.
Things Solver may at any time and at its option and expense:
- procure the right of Licensee to continue to use Solver AI Suite software that may infringe a third party’s intellectual property rights,
- modify the Solver AI Suite software so as to avoid infringement,
- require Licensee to return the Things Solver Solver AI Suite software and refund licensee the fee actually paid.
The foregoing will be Licensee’s sole remedy for any claims of infringement.
Licensee will defend Things Solver at Licensee’s expense, indemnify Things Solver against any judgments finally awarded by a court, and pay any settlements approved by Licensee, with respect to any claims:
- that the Solver AI Suite software or the use thereof infringes or misappropriates any patent, copyright, trade secret or other intellectual property rights of a third party to the extent such claim arises from any of the exceptions identified in clause 2 to this section.
The indemnifying party shall have full control over the defense against any infringement claim contemplated under this sub-section and shall defend the indemnified party against any suits or proceeding arising out of the foregoing. The indemnifying party may compensate, settle or otherwise resolve said claim on such terms and conditions, as the indemnifying party may deem appropriate or necessary, except that the indemnifying party shall obtain prior authorization of the indemnified party for any decision having an impact on its image or involving any financial consequences whatsoever for the indemnified party.
REMUNERATION AND PAYMENTS
The amount of the License fee, method and terms of its payment are to be specified in the separate Agreement.
The payment of licensee fee had to be made no later than 14 days from the receipt of the invoice by the Licensee. The payment is effective upon its receipt by Things Solver.
To the fullest possible extent under the applicable provisions of law, Things Solver hereby disclaims all warranties whether express, implied, statutory or other, and Things Solver specifically disclaims all:
- implied warranties of merchantability,
- fitness for a particular purpose,
- all warranties arising from course of dealing, usage, or trade practice.
To the fullest possible extent under the applicable provisions of law, Things Solver makes no warranty of any kind that Solver AI Suite software will:
- meet Licensees or any other person’s, including named user’s and end user’s, requirements,
- achieve any intended result,
- be compatible or work with any other software, system, or other services,
- be secure, accurate, complete, free of harmful code or error.
LIMITATION OF LIABILITY
The foregoing limitations shall apply regardless of whether Licensee has been advised of the possibility of such damages and regardless of whether any remedy fails to achieve its essential purpose.
The aggregate and total liability of Things Solver for any and all claims arising out of this Agreement shall not exceed the amount of License fee applicable at the time the liability arises.
Licensee shall not assign nor transfer its rights and obligations under this Term of Use, or any part or parts thereof, without the prior written consent of Things Solver under the pain of nullity.
Any assignment or transfer of rights and obligations shall not modify the terms and conditions of license for Solver AI Suite software.
Thins Solver may terminate the Agreement with immediate effect and without prior notice in case Licensee breaches any term or condition of granted license or ceases to do business as a going concern.
Termination of the Agreement does not entitle Licensee to demand License fee to be returned in any part.
Upon termination of the Agreement by Things Solver or expiration of the Agreement:
- all of Licensee’s rights and license to use the Solver AI Suite software will immediately terminate
- parties give back any documentation exchanged in the course of cooperation under the Agreement, in electronic or printed form, that is not necessary for further fulfilment of their obligations. If parties agree, such documentation may be destroyed,
- Licensee will return to Things Solver or purge of all copies of Solver AI Suite software in Licensee’s possession
- all documentation and all copies of Solver AI Suite software will pe presented no later that 10 days after the expiration of the Agreement.
GOVERNING LAW AND VENUE