End user license agreement
Last updated: June 11, 2021
Thank you for using Abzu’s proprietary technology! Please read the End User License Agreement carefully because it represents the Agreement between you as the Customer (“You” or “Your”) subscribing to the Services and Abzu (“We”, “Us” or “Our”) (each individually a “Party” and collectively, the “Parties”) and governs Your use of the Services provided by Abzu. The Agreement consists of (a) the terms of this End User License Agreement and (b) the Privacy Policies (collectively, the “Agreement”).
By using the Services or accepting this Agreement on a webpage, You (i) accept the terms of the Agreement, as may be amended from time to time as provided below, and (ii) understand that You are entering into a binding legal agreement with Abzu, and (iii) are at least 18 years old.
The Agreement and Your type of license in section 3 (described below) governs Your use of the Services provided by Abzu. You may withdraw from the Agreement at any time in accordance with section 12. Abzu may change the terms of this Agreement at any time in accordance with section 14, however, it remains Your responsibility to ensure that You are familiar at all times with the latest version of this Agreement. If You do not agree to the updated terms of the Agreement, You must cease using Abzu’s Services and exercise Your termination rights in accordance with section 12.
- “Abzu”, “We”, “Us”, “Our”: Abzu ApS (CVR 39248530), a Danish limited liability company, or any of its successors or assignees.
- “Customer”: The company, including the users, subscribing to and using the Services provided by Abzu.
- “Dataset”, “Datasets”: The data which You are attempting to explain/understand via the Services.
- “Licensed Product”: The Services to which You have obtained a license to use.
- “Marks”: The Abzu name, Abzu’s product and services names, and all logos used in connection with Abzu or any of Abzu’s products or services.
- “Non-Commercial”: Use of the Service for i.e. academic research or educational purposes or for other non-profit purposes.
- “Order Form”: The purchase form used to order the Services from Abzu.
- “Platform”: The Services and any additional systems used to operate them commercially, such as user management and billing.
- “Services”: Software services providing Abzu’s core products as detailed on Our website at https://www.abzu.ai.
- “Subscription”, “License”: The purchased license to use the Services, in accordance with Your Subscription Plan, covering a specified Subscription Term for agreed Subscription Charges.
- “Subscription Charges”: All costs associated with Your Subscription and use of the Services.
- “Subscription Plan”: The specific Subscription You have purchased.
- “Subscription Term”: The period of time between ordering or renewing Your Subscription and renewal, cancellation, or termination of Your Subscription.
- “Transmitted Inputs”: Information about selected features, inputs, outputs, and any other metadata about or related to Your Dataset(s) which is necessary for the Services or Platform to be used.
- “User”, “Users”: The person or people entitled to access the Services under Your Subscription.
- By entering into the Agreement, Abzu grants You a limited, non-perpetual, non-transferable, non-sublicensable, non-assignable, and non-exclusive license to access and use the Services, all provided that You:
- do not use the Services in a way that harms the health of Our Platform, including but not limited to causing exceptionally high resource usage which degrades the ability of other customers to access and use the Services, without prior agreement;
- do not resell, sublicense, publicly disclose/disseminate, and/or exploit or in any other way use part(s) of the Services on behalf of others;
- do not reverse engineer, create or use alternative interfaces to, or embed the Platform or Services into other products;
- do nothing with the Platform or Services that could reasonably be considered: illegal, to cause spam or junk messages to be sent, racist or otherwise discriminatory, abusive, obscene, or otherwise malicious;
- don’t share credentials for accessing the Platform or Services with any unauthorised 3rd-party;
- remain in compliance with all terms and conditions of the Agreement.
- PURCHASED LICENSES: Access to the Services is distributed via User-based Licenses and Work-Bench Licenses (each as defined below), and shall be used solely in furtherance of Your business purposes.
- USER-BASED LICENSES: If You obtain a Licensed Product that is limited to a certain number of Authorized Users (as defined below) who may use such Licensed Product, each such Licensed Product may only be used by one (1) User on one (1) personal computer. A User-Based License may not be shared by multiple Users or used concurrently on different computers.
- WORK-BENCH LICENSES: If You obtain a Licensed Product that is intended to be distributed to multiple Users via an internal work-bench, server, or other type of application with multiple Users, each such Subscription shall be negotiated separately.
- TRIAL-LICENSES: If You obtain a Licensed Product on an unpaid, trial basis (a “Trial License”), You may use the Licensed Product solely in connection with Your own evaluation of the Licensed Product. A Trial License entitles You to use the Licensed Product on one (1) personal computer for a 30 day trial and evaluation period or any other period as may be specified by Your Subscription Plan (the “Trial Period”). The Trial License automatically expires at the end of the Trial Period, at which point, unless purchased, the Licensed Product may no longer be used. Any results or findings arising from use of the Platform or Services during the Trial Period may not be used as part of any commercial activity unless and until a Subscription permitting commercial use has been obtained. Abzu may terminate Your Trial License at any time with immediate effect for any reason and without liability to Abzu of any kind.
- NON-COMMERCIAL LICENSES: If You obtain a Licensed Product for academic research, educational purposes, or for a not-for-profit organisation You may use and access the Licensed Product solely for Non-Commercial purposes for Your educational institution or not-for-profit organisation, as applicable. Eligibility for Non-Commercial Licenses is trust-based and each such license may only be used by one (1) User on one (1) personal computer. Abzu may terminate Your Non-Commercial License at any time with immediate effect for any reason and without liability to Abzu of any kind.
- Necessary utilities to permit access to the Services, including but not limited to electricity supply to the User and the datacenter where the Services are hosted, a well-functioning internet connection between Your Users and the Platform/Services, and any software necessary to access and use the Platform/Services (except that which is specifically provided by Abzu) are beyond Abzu’s reasonable ability to control. As such, Abzu may not be held liable for their correct, reliable, or secure operation; or any loss incurred as a result of their failure.
- From time to time it may be necessary to perform upgrade or maintenance work on the Platform/the Services. We will attempt to schedule such work at times of limited usage and notify Users in advance, but in some cases (such as mitigating security issues) prior notification may not be a viable option.
5. Fitness for purpose
- You are responsible for ensuring compliance with any applicable laws and regulations covering Your use of the Services.
- You are responsible for determining whether the output of the Services is accurate and/or sufficient enough for Your use.
- The Services and products do not constitute advice of a certified professional for any fields or uses where advice may only be provided by a certified professional.
- Deliberate attempts to defeat or impair Our security measures or probe for weaknesses is prohibited except by specific written permission.
- Any security issues which You or Users notice should be reported to Us, via an email sent to email@example.com, as soon as is practicable so they can be addressed.
- All Marks on generated outputs must be maintained and legible on all copies of those outputs unless Your Subscription Plan specifically allows those Marks to be removed.
- If using Feyn and/or the QLattice to prepare a blog post, then a link to our website (https://www.abzu.ai) should be included in a suitable place within the post, such as the introduction or a section listing the tools used.
- If using Feyn and/or the QLattice to prepare an academic paper, the following citation should be included: K. Broløs et al, An Approach to Symbolic Regression Using Feyn, preprint arXiv:2104.05417, 2021
8. Privacy and confidentiality
- Any information that We or Our providers need to process or hold about You and/or Your Users will be protected according to GDPR or equivalent laws/regulations.
- The content of Your datasets stay on Your machines. Use of the Services does not involve transmitting Your Dataset(s) to Us, and does not give Us access to Your Dataset(s). However, in order to function, the Services need some metadata about Your Datasets to be sent to Us (the “Transmitted Inputs”).
9. Intellectual property
- Except as expressly stated in the Agreement, the Agreement does not grant either Party any rights, implied or otherwise, to the other Party’s Datasets or other data, trademarks, services, or any of the other Party’s intellectual property. As between the Parties, You own all Your intellectual property rights, and We own all intellectual property rights connected to the Platform and Services provided by Us.
- The Abzu name, and Abzu’s other product and service names, and logos used or displayed in connection with the Services are registered or unregistered trademarks of Abzu (collectively, the “Marks”), and You may only use such Marks to identify You as a Customer; provided that You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Abzu or the Services or products.
- Abzu shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You or Your Users.
- By using the Services, You agree that We can store the Transmitted Inputs to the Services in log files, and use them to generate the results given back to You. We may also use stored inputs to evaluate performance of the Services and/or study usage patterns, including but not limited to examining inputs that seem to create problems for the Platform or Services, or testing new versions of the Platform or Services against logs of previous inputs.
- Due to Your use of the Services, generalized and/or transferable experience (“Retained Learnings”) may be generated. Such Retained Learnings belong to Abzu, and Abzu has the right to use such learnings in Our future products and services free of any charges, licenses, or any other payments or obligations to You.
10. 3rd-party services
- In order for Abzu to process billing and payments, You or Your Users may be required to register for and/or log into certain services offered by 3rd-parties on their respective websites. By enabling any such 3rd-party services, We will ask for Your and/or Your Users’ permission to disclose the specific login as well as any personal data which may be necessary to facilitate the use or enablement of such 3rd-party services.
- If You or Your Users decide to enable, access or use 3rd-party services, be advised that the access and use of such 3rd-party services is governed solely by the terms and conditions of such 3rd-party service providers, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such 3rd-party service providers or their respective services, including, without limitation, their content or the manner in which they handle data (including Personal Data) or any interaction between You and the provider of such 3rd-party services.
- You and Your Users irrevocably waive any claim against Abzu with respect to such 3rd-party service providers and their services. Abzu is not liable for any damage or loss caused or alleged to be caused by or in connection with Your or Your Users’ enablement of, access to or use of any such 3rd-party services, or Your or Your Users’ reliance on the privacy practices, data security processes or other policies of any 3rd-party services.
11. Billing and payments
- Unless otherwise indicated on an Order Form referencing the Agreement, all charges associated with Your access to and use of the Services (the “Subscription Charges”) are due in full upon commencement of Your Subscription Term.
- Your Subscription to the Services will automatically renew for a Subscription Term equivalent to the previous Subscription Term, unless Your Subscription is terminated. Unless otherwise provided for in the Agreement, the Subscription Charges applicable to Your Subscription to the Services for any such subsequent Subscription Term shall be Our standard subscription charges for the Service Plan You have subscribed to as of the time such subsequent Subscription Term commences.
- If You choose to extend the terms of Your Subscription Plan to access more or additional services/products during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to You, and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, the Subscription Charges will reflect any such Subscription Upgrades.
- Unless otherwise expressly stated in the Agreement, Our charges do not include any kind of taxes, levies, duties or similar governmental assessments by any domestic or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Abzu based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
- Any payment disputes must be submitted before the payment due date. If the Parties determine that certain billing inaccuracies are attributable to Abzu, Abzu will issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Abzu will apply the credit memo amount to the disputed invoice and You will be responsible for paying the resulting net balance due on that invoice. If the disputed invoice has already been paid, Abzu will credit the overpaid amount to the following billing period. Nothing in the Agreement obligates Abzu to extend credit to any Party.
- We may change Our charges at any time unless otherwise expressly agreed in writing. We will notify You in writing at least 30 days in advance of any such changes. The Subscription Charges will change at the beginning of the next Subscription Term after the notification period.
- Abzu uses a 3rd-party service provider to manage credit card processing. This 3rd-party service provider is not permitted to store, retain or use Your billing information except to process Your credit card information for Abzu. If You pay by credit card, the Services provide an interface for You to change credit card information (e.g. upon card renewal). You will either receive a receipt upon each received payment by Abzu, or a receipt may be obtained from within the Services to track subscription status.
12. Cancellation or termination
- Either You or Abzu may elect to terminate the Subscription to the Services, without cause, as of the end of Your then current Subscription Term by providing notice, in accordance with the Agreement, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Such notice may be provided by cancelling the Subscription via Our billing system or by contacting firstname.lastname@example.org.
- No refunds or credits for Subscription Charges or other amounts you have paid to Us will be provided to You if You elect to terminate Your Subscription to the Services or cancel Your Subscription prior to the end of Your then effective Subscription Term.
- If You terminate the Subscription, cancel Your Subscription prior to the end of Your then effective Subscription Term, or if We effect such termination or cancellation pursuant to Section 12(a) or 12(d), You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term in addition to other amounts You may owe to Us. This amount will not be payable by You in the event You terminate Your Subscription or cancel Your Subscription as a result of a material breach of the Agreement by Us, provided that You have provided due advance notice of such breach including the particulars of and the circumstances constituting the breach and its materiality to Us and afforded Us not less than sixty (60) days to reasonably cure such breach.
- We reserve the right to modify, suspend or terminate the Services (or any part thereof), or Your and/or Your Users’ rights to access and use the Services, and remove, disable and discard any Personal Data if We believe that You or any User have violated the Agreement. Unless legally prohibited from doing so, We will use commercially reasonable efforts to notify You in writing when taking any of the foregoing actions. We shall not be liable to You and Users, or any other 3rd-party for any such modification, suspension or discontinuation of Your rights to access and use the Services.
- Any suspected fraudulent, abusive, or illegal activity by You or any User may be referred to law enforcement authorities at Our sole discretion.
13. Warranties and limitation of liability
- Except as expressly provided for in the Agreement, We do not make and expressly disclaim to the fullest extent permitted by applicable law any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services.
- You agree and understand that Our total, aggregated liability for any claim arising out of or relating to this Agreement or Your use of the Services will be limited to an amount equivalent to the Subscription Charges over a period of twelve (12) months prior to the event giving rise to the claim.
- Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either Party to the Agreement, or their affiliates, officers, directors, employees, Users, suppliers or licensors be liable to the other Party or any 3rd-party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including loss of profits, loss of sales or business, loss of data, business interruption or any other loss incurred by such Party or 3rd-party in connection with the Agreement, regardless of whether such Party has been advised of the possibility of or could have foreseen such damages or not.
- Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these jurisdictions, Our liability will be limited to the greatest extent permitted by law.
- Nothing in the Agreement excludes or limits any liabilities related to indemnification, intellectual property, or payment obligations.
- Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control (force majeure), including acts of God, natural disasters, terrorism, riots, or war.
14. Changes and amendments
- We may change the nature of the services We offer from time to time for commercial reasons. If such changes are likely to have a material effect on Your use of the Services We will provide written notice no less than 30 days before such a change comes into effect.
- From time to time We may amend the Agreement. If We make such an amendment We will provide written notice no less than 30 days before the amended terms come into force. Your continued use of the Services after the change comes into force constitutes acceptance of the amended Agreement.
- In the case that We discontinue some features or services entirely and a reasonable substitute is not provided We will provide You with written notice no less than 30 days in advance.
- URLs may be changed from time to time to provide substantially the same service from a different address. Such a change to a URL shall not constitute a change in itself and shall not require specific written notice. Such notice, or other methods, may be used at Our discretion to make transitions to the new URL easier for Users.
- The email addresses listed in this Agreement may be changed from time to time in order to allow us to more effectively provide substantially the same support to You and other customers. Such a change shall not constitute a change in itself and shall not require specific written notice. To access support from Us, or to provide a written notice under section 16(e), the address corresponding to the most recently published version of the Agreement should be used.
15. Relationship and assignment
- The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
- You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of the Agreement or Your rights under the Agreement or delegate performance of Your duties under the Agreement without Abzu’s prior written consent, which consent will not be unreasonably withheld.
- Any change of legal control, including but not limited to a merger, acquisition, or majority shareholder change, must be notified to Us in writing within 30 days after the effective date the change came into effect.
- We may, without Your consent, assign the Agreement to any affiliate or in connection with any merger or change of control of Abzu or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to the Agreement.
- Subject to the foregoing restrictions, the Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assignees.
16. Governing law and venue
- The Agreement, all services that We provide, and Your and any User’s use of the Platform and Services shall be governed by, and construed and enforced in accordance with, Danish law, excluding any conflict of law provisions.
- Any dispute arising out of, or concerning, the Agreement, the Platform, the Services, and the Customer’s and any User’s use of the Services, shall be resolved exclusively in a court of competent jurisdiction located in the State of Denmark. To the extent necessary, each Party hereby submit to, and agree not to contest, the jurisdiction of the Danish courts.
- In order to protect a Party’s intellectual property rights or any other rights under the Agreement, section 16 shall not prevent such Party from seeking interim remedies, including but not limited to injunctions, in another jurisdiction than the State of Denmark.
- Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
- Where written notifications or approvals are required an email addressed to email@example.com will be acceptable; and will be deemed to have been received one working day after having been sent.
- You will indemnify Us and hold Us harmless against any and all claims brought by a 3rd-party against Us arising from or related to use of the Services by You or any User in breach of the Agreement or matters which You have expressly agreed to be responsible for pursuant to the Agreement, provided that Abzu promptly notifies You of the threat or notice of such a claim.
- You must promptly notify Us in writing about any allegations or legal proceedings relating to Your use of the Services and offer Us full insight into any correspondence or proceedings relation thereto. Furthermore, You shall allow and do nothing to hinder or prevent Us from intervening in any such proceedings and defending itself against any such allegations.
- If any provision in the Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
- A decision by Us to not enforce any part of the Agreement does not result in that, or any other, part of the Agreement being invalidated or otherwise unenforceable in the future.
- Sections 3, 7, 8, 9, 10, 11, 13, 16, 17, 18, 19 shall continue to apply after any termination of the Agreement. Termination of the Agreement shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of the Agreement.
How to contact Abzu
If You have any questions about our end user agreement, please do not hesitate to contact Us.
- By e-mail at firstname.lastname@example.org
- By phone at +45 31 23 47 64
- By mail at Abzu ApS, Orient Plads 1, 1., 2150 Nordhavn, Denmark
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