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# Software License Agreement
The terms and conditions of this Software License Agreement (this
"License Agreement") govern your use of the accompanying Bytewax Module
software (the "Software") and constitute a binding legal contract
between you and Bytewax, Inc. ("Bytewax"). Your download, installation
or use of the Software constitutes acceptance of this License Agreement.
If you do not agree to any part of this License Agreement, then you may
not use the Software and must delete all copies of the Software in your
possession or control.
If you are accepting the terms of this Agreement on behalf of a legal
entity, you represent and warrant that you have the authority to bind
that legal entity to the terms of this License Agreement, and, in such
event, "you" and "your" will refer to that legal entity. If you do not
have such authority, you must not accept this License Agreement, in
which case you may not download or use the Software.
1. Subject to all terms and conditions of this License Agreement and
your timely payment of all subscription fees due hereunder, Bytewax
hereby grants you a limited, nonexclusive, nontransferable license
(without right to sublicense) to: (i) install and use the object
code version of the Software internally for the purpose of ingesting
and processing data for your own internal business purposes;
and (ii) incorporate the Software, solely in object code form or
code artifact, as a component of software-as-a-service offering that
is hosted by you ("Application"), provided that such Application
provides material additional functionality and features in addition
to that provided by the Software.
2. Subject to all terms and conditions of this License Agreement and
your timely payment of all subscription fees due hereunder, Bytewax
hereby grants you, a limited, nonexclusive, nontransferable license
to internally use any documentation that may be provided by Bytewax
regarding the Software ("Documentation") as reasonably necessary for
your authorized use of the Software. You may make copies of the
Documentation in connection with exercising the foregoing license.
Without limiting any other terms and conditions of this License
Agreement, you may not transfer or provide the Documentation to any
third party.
3. You shall be entitled to download and use any updated versions of
the Software that Bytewax may make available to similarly situated
licensees in its sole discretion. Any such updated versions
constitute the "Software" for all purposes hereunder. In addition,
Bytewax will use commercially reasonable efforts to answer questions
regarding use of the Software during Bytewax's normal business hours
through such support channels as Bytewax may make available from
time to time.
4. You have no rights or licenses with respect to the Software or
Documentation except as expressly provided in this License
Agreement. Without limiting the generality of the foregoing, you may
not, except to the extent expressly provided for in Sections 1 and 2
above: (a) copy, distribute, rent, lease, lend, sublicense or
transfer the Software or Documentation or use the Software or
Documentation on a service bureau basis; (b) decompile, reverse
engineer, or disassemble the Software or otherwise attempt to
discover the source code of the Software, except solely to the
extent such acts are authorized under applicable law notwithstanding
this prohibition; (c) create derivative works based on the Software
or Documentation; (d) modify, remove, or obscure any copyright,
trademark, patent or other notices or legends that may appear on the
Software or Documentation or during the use and operation
thereof; (e) cause the Software to become subject to the terms of
any open source license agreement; or (f) deploy your Application in
a manner that allows the end user to directly access, download or
use the Software other than as incorporated within your Application.
acknowledge that certain components of the Software may be covered by
open source software licenses. To the extent the terms of such open
source licenses prohibit any of the restrictions in this License
Agreement with respect to the applicable open source software, such
restrictions do not apply. To the extent the terms of such open
source licenses require Bytewax to make an offer to provide source
code or related information in connection with the open source
software, such offer is hereby made. You are not required to provide
any ideas, feedback or suggestions regarding the Software
(collectively, "Feedback") to Bytewax. To the extent you do provide
any Feedback to Bytewax, you acknowledge that Bytewax may freely use,
reproduce, modify, distribute, make, have made, sell, offer for sale,
import and otherwise exploit in any manner such Feedback without
payment of any royalties or other consideration to you.
5. As part of its operation, the Software may collect and send to
Bytewax data regarding the system on which the Software is installed
and relating to usage of the Software ("Collected Data"). Collected
Data will not include the data that you ingest or process through
use of the Software. Collected Data may be used by or on behalf of
Bytewax for any lawful purpose, including without limitation to
develop and improve Bytewax's products and services and for
statistical analysis purposes. In addition, Bytewax will disclose
Collected Data where Bytewax, in good faith, believes that the law
or legal process (such as a court order, search warrant or subpoena)
requires Bytewax to do so or in other circumstances where Bytewax
believes it is necessary to protect the rights or property of
Bytewax or third parties.
6. For the avoidance of doubt, you may not directly or indirectly
utilize the Software as an embedded component of any device or
system or as part of any software application that is distributed.
The Software is licensed solely for your internal use or use in an
Application as set forth in Section 1. If you wish to request a
license for any other purpose, please contact Bytewax at
sales@bytewax.io.
7. You may only make your Application available under terms and
conditions that: (i) do not conflict with any provision of this
License Agreement or Bytewax's rights in and to the Software; (ii)
are not materially less protective of the Software and Bytewax's
rights therein and thereto than the provisions of this License
Agreement; (iii) do not make any representations, warranties or
covenants regarding the Software or on behalf of Bytewax; (iv) state
that the Application incorporates the Software and that Bytewax owns
all copyright and other intellectual property rights in and to the
Software; (v) disclaim any and all warranties and liability on
behalf of Bytewax to the maximum extent allowable under applicable
law; and (vi) are presented to and accepted by the Application end
user in a manner sufficient to create a binding legal agreement
under applicable law.
8. The Software and Documentation are licensed, not sold. The Software
and Documentation provided hereunder are the property of Bytewax or
its third-party licensors. Bytewax shall retain all right, title and
ownership interest and all worldwide patent, copyright, trade
secret, trademark and other intellectual property rights and other
proprietary rights in and to the Software and Documentation and any
copies, derivative works, upgrades, updates, improvements and
modifications thereof, in, regardless of the form or media in which,
or on which, the original and any other copies, derivative works,
upgrades, updates, improvements or modifications may exist.
9. You agree to pay all subscription fees for the Software for the
applicable subscription term you select ("Subscription Term"), as
set forth on our website. Each Subscription Term shall automatically
renew for a Subscription Term of equal length until you cancel the
subscription on or before the end of the then current Subscription
Term, unless otherwise terminated in accordance with this License
Agreement. You agree to provide a valid credit card or other
approved payment mechanism for paying subscription fees and other
charges. You authorize us to charge your credit card or other
payment mechanism for any subscription fees and charges that you may
incur in connection with your account or use of the Software. We
reserve the right to change the fee structure and fees charged for
the Software at any time. We will provide you with thirty days
advance notice (which may be by email) of changes to the fee
structure and fees. By continuing use of the Software following that
thirty day notice period, you agree to the updated fee structure and
fees. You acknowledge that if you object to the proposed change(s),
your sole remedy is to cancel your subscription. All fees are
exclusive of any taxes required by applicable law, and you agree to
pay or reimburse Bytewax for any all taxes relating to this License
Agreement, other than taxes based on Bytewax's net income.
10. If you breach any provision of this License Agreement or cancel your
subscription, this License Agreement (including all of your rights
and licenses with respect to the Software and Documentation) shall
immediately terminate without further notice from or action by
Bytewax. Bytewax may decline to renew your subscription and
terminate this License Agreement at the end of the Subscription Term
for any or no reason upon notice (including by email) to you. Upon
termination or expiration of this License Agreement, you agree to
cease all use of the Software and Documentation (including by
removing it from your Application) and to delete all copies thereof
in your possession or control. The provisions of Sections 4, 5, 6,
8, 9 (with respect to accrued but unpaid fees), 11 through 22 and
this Section 10 shall survive any termination or expiration of this
Agreement according to their terms.
11. You agree that Bytewax may state in the public domain that you are a
user of the Software, and may include references to and screenshots
of your Applications in Bytewax's marketing and publicity materials.
12. THE SOFTWARE AND DOCUMENTATION ARE FURNISHED "AS IS". BYTEWAX MAKES
NO WARRANTIES, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE
SOFTWARE AND THE DOCUMENTATION, INCLUDING WITH RESPECT TO THEIR
QUALITY, PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS
FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION IS WITH YOU. BYTEWAX
HAS NO OBLIGATION TO PROVIDE ANY SUPPORT OR ASSISTANCE RELATING TO
YOUR USE OF THE SOFTWARE.
13. IN NO EVENT SHALL BYTEWAX BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
SPECIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS
LICENSE AGREEMENT OR YOUR USE OF THE SOFTWARE, EVEN IF BYTEWAX HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE AND
REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL BYTEWAX 'S
AGGREGATE LIABILITY TO YOU IN RELATION TO THIS LICENSE AGREEMENT
EXCEED FEES PAID BY YOU HEREUNDER DURING THE SIX MONTH PERIOD
PRECEDING THE DATE OF THE CLAIM. THE FOREGOING LIMITATIONS OF
LIABILITY AND EXCLUSIONS OF CERTAIN DAMAGES SHALL APPLY REGARDLESS
OF THE EXISTENCE OF MULTIPLE CLAIMS OR THE THEORY OF LIABILITY, AND
REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
14. You agree to indemnify and hold Bytewax and its affiliated
companies, and each of their directors, officers, employees,
contractors, suppliers and partners, harmless from any claims,
losses, damages, liabilities, costs and expenses, including
attorney's fees, arising out of or relating to your use or misuse of
the Software (including without limitation your commercialization of
any Application), breach of this Agreement or violation of the
rights of any other person or entity, except solely to the extent
any of the foregoing arise out of the willful misconduct or gross
negligence of Bytewax or an IP Claim for which Bytewax is obligated
under Section 15 below. Bytewax reserves the right, at your expense,
to assume the exclusive defense and control of any matter for which
you are required to indemnify the Bytewax and you agree to cooperate
with Bytewax's defense of these claims.
15. Subject to the terms and conditions hereof, Bytewax agrees to, at
its own expense, defend and/or settle any claim, action or suit
brought by a third party against you alleging that Software
infringes such third party's intellectual property rights (an "IP
Claim"), and Bytewax will pay those amounts finally awarded by a
court of competent jurisdiction against the Company Indemnitees, or
payable pursuant to a settlement agreed to by Bytewax with respect
to the IP Claim, provided that you promptly notify Bytewax in
writing of the IP Claim, tender sole control of the defense and
settlement thereof to Bytewax and provide Bytewax with all
reasonably requested information and assistance in connection with
the IP Claim. If Bytewax, in its sole discretion, believes an IP
Claim or an adverse judgment in connection with an IP Claim is
likely, then Bytewax may, at its option, (a) obtain a license from
such third party claimant that allows you to continue the use of the
Software, (b) modify the Software so as to be non-infringing, or (c)
terminate this License Agreement. Bytewax will have no obligation or
liability relating to any IP Claim that: (x) is based on
modification or customization of the Software by you or any person
or entity other than Bytewax; (y) is based on the combination or use
of the Software (or any component of either) with any software,
hardware, system, method, device or materials not provided by
Bytewax; or (z) results from your use of the Software in a manner
that is inconsistent with its intended use or is in breach of this
Agreement. This Section 15 sets forth the entire liability of
Bytewax and your sole and exclusive remedy in the event of any claim
that the Software infringes any third party intellectual property
right.
16. Bytewax may make modifications, deletions and/or additions to this
License Agreement ("Changes") at any time. Changes will be
effective: (i) thirty (30) days after Bytewax sends notice of the
Changes to the e-mail address associated with your account; or (ii)
when you opt-in or otherwise expressly agree to the Changes or a
version of this License Agreement incorporating the Changes,
whichever comes first. In addition, this License Agreement may be
modified by an amendment signed by authorized representatives of you
and Bytewax. This License Agreement may not be modified or amended
other than as set forth in this Section 16.
17. To the extent that you are an agency or instrumentality of the U.S.
government, the parties agree that the Software and Documentation
are commercial computer software and commercial computer software
documentation, respectively, and that your rights therein are as
specified in this License Agreement, per FAR 12.212 and DEARS
227.7202-3, as applicable, or in the case of NASA, subject to NFS
1852.227-86.
18. You may not assign your rights under this License Agreement without
the express prior consent of Bytewax. If you are a legal entity, any
merger involving you, acquisition of all or substantially all of
your assets or change of control shall be deemed an assignment of
this Agreement for which prior written consent is required. Bytewax
may freely assign this License Agreement.
19. The Software may be subject to export laws and regulations. You
agree to comply with any United States and international export laws
and regulations that may apply.
20. This License Agreement shall be governed by and construed in
accordance with the laws of the state of California, without giving
effect to any principles of conflicts of law. Any action arising out
of or relating to this License Agreement shall be filed only in the
state or federal courts of the Northern District of California and
you and Bytewax hereby consent and submit to the personal
jurisdiction of such courts for the purposes of litigating any such
action.
21. Notwithstanding anything to the contrary, Bytewax may apply to any
court of competent jurisdiction for injunctive or other equitable
relief.
22. This License Agreement and the User Agreement for Bytewax is the
complete and final agreement of the parties with respect to the
Software and Documentation. If any part of this License Agreement is
found to be void, unenforceable or invalid, that part will be deemed
stricken and will not affect the validity of the other provisions.
Failure by Bytewax to enforce any provision of this License
Agreement will not be deemed a waiver of future enforcement of that
or any other provision.
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