By accepting these terms and downloading the Quadric Software Development Kit ("SDK") the user ("You/Your" acting in either a personal capacity and/or on behalf of your employer) agrees to the terms and conditions of this End User License Agreement ("EULA") between You and Quadric Inc., a Delaware corporation ("Quadric"), with its principal place of business located at 330 Primrose Rd, Suite 306, Burlingame CA 94010.
Questions about this agreement?
- Email: info@quadric.ai
- Phone: 1-844-476-7800
- Address: 330 Primrose Road, Suite 360, Burlingame, California 94010
Effective Date
This EULA shall begin on the date that You download the SDK ("Effective Date")
Table of Contents
- License Grant
- Confidentiality; Ownership
- Restrictions
- Indemnity
- Warranty Disclaimer
- Limitation of Liability
- Termination
- General
1. LICENSE GRANT
Subject to all the terms and conditions of this EULA, Quadric hereby grants You a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use the downloadable materials in the SDK only for the non-commercial purpose of internally evaluating whether to purchase a commercial license from Quadric ("Evaluation") during the term of this EULA. You may use, reproduce, modify, distribute, for use only in Your organization and in furtherance of the Evaluation.
This EULA does not entitle You to any support, upgrades, patches, enhancements, or fixes for the SDK (collectively, "Support"). Any such Support for the SDK that may be made available by Quadric shall become part of the SDK and subject to this EULA.
2. CONFIDENTIALITY; OWNERSHIP
As between the parties, title, ownership rights, and intellectual property rights in and to the SDK, and any copies or portions thereof, shall remain with Quadric and its suppliers or licensors. You understand that Quadric may modify or discontinue offering the SDK at any time.
The software and any information relating to know-how, techniques, processes, ideas, algorithms, and software design and architecture of the SDK are confidential and proprietary information of Quadric ("Proprietary Information"). During and after the term of this EULA, You shall hold in confidence and protect, and shall not use (except as expressly authorized by this EULA) or disclose Proprietary Information, unless such Proprietary Information becomes part of the public domain without breach of this EULA by You.
You may (but are not obligated to) provide suggestions, comments, or other feedback to Quadric with respect to the SDK ("Feedback"). Feedback, even if designated as confidential by You, shall not create any confidentiality obligation for Quadric notwithstanding anything else. Quadric acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind.
You shall, and hereby do, grant to Quadric a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
3. RESTRICTIONS
Except as expressly authorized under this EULA, You may not, directly or indirectly rent, lease, distribute, or otherwise transfer the SDK or any rights thereto; remove any proprietary notices or labels on the SDK, timeshare, translate, operate a service bureau with, or use commercially for the benefit of a third party.
You shall not reverse engineer or otherwise decompile or disassemble the SDK. You agree to not use the SDK to generate any information or benchmark results for publication or transmission outside of Your organization, or to compete directly with Quadric in any commercial endeavor outside of Your organization.
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the SDK in violation of any such restrictions, laws or regulation. This EULA does not give You any rights not expressly granted therein.
4. INDEMNITY
You agree that Quadric shall have no liability whatsoever for any use You or any third party makes of the SDK. You hereby agree to indemnify and hold harmless Quadric from any and all damages relating to Your use of the SDK.
5. WARRANTY DISCLAIMER
QUADRIC PROVIDES THE SDK "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND QUADRIC HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OR WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA.
6. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATIONS, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL QUADRIC OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY (I) DAMAGES OR (II) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM YOUR USE OF THE MATERIALS.
7. TERMINATION
This EULA may be terminated by Quadric for any reason or no reason upon ten (10) days' written notice to You, or immediately upon notice of any breach by You of the provisions of this EULA. The license is granted for the duration of the license term (the "Term"). The Term of this EULA may only be amended upon Quadrics written consent.
Upon termination, the license granted hereunder will terminate and You shall immediately return to Quadric or destroy the SDK, together with any and all documents, notes and other materials regarding the SDK, including, without limitation, all Proprietary Information and all copies and extracts of the foregoing. Sections 2 through 8 shall survive termination of this EULA.
8. GENERAL
This EULA comprises the entire agreement between You and Quadric with respect to the use of the SDK and supersedes all prior agreements between the parties regarding the subject matter contained herein. This EULA is personal to You and You may not transfer, assign or delegate this EULA to anyone without the express written permission of Quadric. Any attempt by You to assign, transfer or delegate this EULA without the express written permission of Quadric shall be null and void.
This EULA and any disputes arising from or relating to the subject matter hereof, shall be governed by the internal laws of the State of California, U.S.A. without regard to its conflict of laws principles, and the sole venue (unless Quadric elects otherwise) for any claims arising under this EULA shall be the state or federal courts within San Mateo County, California, and You shall and hereby do agree to submit to the jurisdiction of such courts.
If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this EULA. No waiver of any term of this EULA shall be deemed a further or continuing waiver of such term or any other term.