HEADAI END-USER LICENSE AGREEMENT
©2015 – 2022 Headai Ltd.
Last updated on Nov 11, 2022.
BEFORE USING A SOFTWARE PRODUCT, WE ASK YOU TO READ CAREFULLY THIS END-USER LICENSE AGREEMENT.
This End-User License Agreement (hereinafter referred to as “EULA”) is a legal agreement between either an individual or a legal entity (hereinafter referred to as “you” or “primary USER”), and HEADAI LTD. (“Headai”, or “We”, “Our”, or “Us”) for the software, components, source code, documentation, demos, or other materials related to Headai Graphmind product line, in the form of software, add-ins, documentation and other materials (hereinafter referred to as “SOFTWARE PRODUCT”) contained in this distribution.
By purchasing the license, installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree: (a) that you have read this EULA; (b) that you understand all its terms and provisions; (c) that you agree to be bound by the terms of this EULA. If you do not agree to any part of the terms of this EULA, DO NOT INSTALL, COPY, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE PRODUCT.
THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.
GRANT OF LICENSE
Subject to your continuous compliance with this EULA and payment of the applicable license fees, HEADAI grants you a non-exclusive, non-sublicensed, non-transferable and limited license to install and use the SOFTWARE PRODUCT: (a) during the term of such license, (b) within the scope of the License Type described in Section “LICENSE TYPES”, (c) on the permitted number of computers, (d) in a manner specified in the terms of this EULA.
1) Full license
Any SOFTWARE PRODUCT you buy is available for you “as-is” basis. HEADAI grants you a non-exclusive, non-transferable, sub-licensable (only to subcontractors of you directly performing services in your platform or services under your brand name) and world-wide right to use the SOFTWARE PRODUCT in any applicable environment. You may install, activate, operate, and use the SOFTWARE PRODUCT on an unlimited number of computers.
2) Free license
If you download the SOFTWARE PRODUCT that is distributed free of charge, you may install and use the SOFTWARE PRODUCT on an unlimited number of computers. You have the right to use the SOFTWARE PRODUCT for purposes related to your commercial activities while using the free license version of the SOFTWARE PRODUCT. You may redistribute the free license version of the SOFTWARE PRODUCT only in the form of the original distribution package.
3) Non-commercial license
The SOFTWARE granted under the Non-Commercial License may not be used for commercial purposes. Non-commercial use means not primarily intended for or directed towards commercial advantage or monetary compensation. Representatives of non-profit organizations, educational and medical establishments, including but not limited to registered non-profit organizations, charitable organizations, research Institutes, museums, libraries, churches, can qualify for the Non-Commercial licenses.
DELIVERY AND PAYMENT TERMS
Any SOFTWARE PRODUCT is to be delivered to you via electronic delivery using a secure internet download website. The license is deemed to be provided by HEADAI at the moment when the SOFTWARE PRODUCT is made available for download by HEADAI.
If you intend to use the SOFTWARE PRODUCT, you are obliged to pay the license fee. Upon the license fee payment is made in full, you are eligble to use the SOFTWARE PRODUCT.
You confirm and agree that all payments may be conducted with the assistance of third parties – payment system or/and may be conducted in favor of the reseller. You may pay for the SOFTWARE PRODUCT using the payment button placed on the HEADAI`s Website.
You acknowledge and agree that HEADAI may change the license fee at any time and without prior notice.
You must solely pay all the taxes in accordance with the applicable law while purchasing the license.
While using the SOFTWARE PRODUCT, you may request from HEADAI technical assistance with the SOFTWARE PRODUCT and consultation regarding technical and other issues over email, public forums or other available channels. Technical assistance may include problem determinations and reasonable problem resolution.
HEADAI shall use its reasonable endeavors to provide you with a high quality and timely support, but does not guarantee that your queries or problems will be fixed or solved. If your license has expired, HEADAI reserves the right to decline your technical support query.
COPYRIGHT AND INTELLECTUAL PROPERTY OWNERSHIP
All title and copyrights for and to the SOFTWARE PRODUCT, including but not limited to any copywritten images, demos, source code, intermediate files, packages, animations, video, audio and text incorporated into the SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are the intellectual property of and are owned by HEADAI.
ALL RIGHTS, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS FOR THE SOFTWARE PRODUCT YOU ARE NOT EXPRESSLY GRANTED HEREIN, ARE RESERVED BY HEADAI.
The structure, organization, and source code of the SOFTWARE PRODUCT are the valuable trade secrets and confidential information of HEADAI and you must keep it strictly confidential and not disclose it to any third party.
The SOFTWARE PRODUCT is protected by the applicable and international laws, including but not limited to the international copyright treaties.
You are entitled to use the SOFTWARE PRODUCT only in the manner stipulated in this EULA, in compliance with all applicable laws of the jurisdiction where you use the SOFTWARE PRODUCT and International Treaties, including, but not limited to, restrictions concerning privacy, copyright, and other intellectual property rights.
You shall make best endeavors to protect the intellectual property rights for the SOFTWARE PRODUCT that are not to be less as stipulated in the provisions of the applicable law and International Treaties whichever operates to best protect the interests of HEADAI.
1) Limitations on reverse engineering, decompilation, and disassemblation
You must neither reverse engineer, adapt, modify, translate, decompile, create derivative works, disassemble, decrypt nor commit other illegal actions to the source code, basic ideas, algorithms, file formats of the SOFTWARE PRODUCT. You must not remove any proprietary notices, labels, trademarks or other identifying marks on the SOFTWARE PRODUCT.
For every individual breach of the HEADAI intellectual property rights and discloser of confidential information, including, but not limited to, the attempt to adapt, modify, translate, decompile, create derivative works, disassemble, decrypt or attempt to commit other illegal actions to the source code, basic ideas, algorithms, file formats of the SOFTWARE PRODUCT or the attempt to remove any proprietary notices, labels, trademarks or other identifying marks on the SOFTWARE PRODUCT, you must indemnify damages in an amount of ten-thousand United States dollars ($10,000.00) and compensate all direct and indirect damages to HEADAI.
If you purchase the SOFTWARE PRODUCT with the intent to reverse engineer, decompile, create derivative works, or the exploitation and unauthorized transfer of any intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist and any products created as a result shall be judged illegal by definition. Any sale or resale of the intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local and international laws.
You are NOT entitled to redistribute the SOFTWARE PRODUCT unless you are explicitly authorized by HEADAI as a reseller.
Authorized resellers may redistribute the SOFTWARE PRODUCT only in the form of the original distribution package.
PROHIBITION TO TRANSFER THE SOFTWARE PRODUCT
You are not entitled to sell and/or resell, lease, lend, transmit or provide access to the SOFTWARE PRODUCT to any third party, or otherwise transfer permanently or temporarily the SOFTWARE PRODUCT and/or an additional copy of the SOFTWARE PRODUCT. You are also not entitled to transfer permanently or temporarily ANY rights obtained under this EULA to any individual or legal entity without a prior written permission from HEADAI. Moreover, you warrant that you make your best endeavors to eliminate the unauthorized third parties’ use of the SOFTWARE PRODUCT.
RIGHT TO DISCONTINUE
HEADAI reserves the right to discontinue the SOFTWARE PRODUCT, whether offered as a standalone product or solely as a component, at any time and at its sole discretion. However, HEADAI will make best endeavors to provide support for a period of ONE (1) year after the date of discontinuance.
DISCLAIMER OF WARRANTY
HEADAI EXPRESSLY DISCLAIMS ANY WARRANTY FOR SOFTWARE PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. HEADAI DOES NOT GUARANTEE THAT SOFTWARE PRODUCT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. HEADAI DOES NOT GUARANTEE THAT THE SOFTWARE PRODUCT IS ERROR-FREE. HEADAI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HEADAI SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
LIMITATION OF LIABILITY
In no event shall HEADAI and its partners be liable for any consequential, indirect, special, punitive or incidental damages arising from or related to the EULA, including but not limited, (a) any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or (b) any loss, or corruption, of software or data; or (c) any loss of use of hardware, software or data.
Without prejudice to any other rights or remedies, HEADAI will terminate this EULA upon your failure to comply with the terms and conditions of this EULA. In such events, you must delete all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation and must remove ANY and ALL use of HEADAI intellectual property from any applications distributed by you, whether in native, altered or compiled states.
Anyway, if EULA is terminated, all fees you paid for the SOFTWARE PRODUCT shall not be refunded.
From time to time, HEADAI may change the terms and provisions of the EULA. When these changes are made, HEADAI will make a new copy of the EULA available at its website and a link to it at the product download page.
You understand and agree that if you use the SOFTWARE PRODUCT after the date on which the EULA has been changed, HEADAI will treat your use as acceptance of the updated EULA.
You agree that HEADAI may provide you with notices, including those regarding changes to the EULA, by email.
1) Governing law
This EULA shall be interpreted in accordance with the laws of the country of purchase of the SOFTWARE PRODUCT and International Laws, whichever operates to best protect the interests of HEADAI.
If any provision or part of any provision in this EULA is found to be illegal, invalid or unenforceable for any reason then this EULA will be effective entirely without the mentioned provision.
3) Dispute resolution
Any dispute arising out of or relating to this EULA shall be resolved through negotiations. If the matter is not resolved by negotiations within 30 days, the dispute may be submitted to the corresponding court of the applicable law.
1) Type of data that may be collected, processed, and used during your use of the SOFTWARE PRODUCT.
The information HEADAI collects by analyzing your activity and use of the SOFTWARE PRODUCT is non-personalized, statistical information, which is necessary for the improvement of the SOFTWARE PRODUCT. HEADAI uses this information and also Product Usage data solely for the purpose specified in this EULA. Such type of information includes any relevant information and is not limited to information about the way you use the SOFTWARE PRODUCT, the time of using the SOFTWARE PRODUCT, the use of functionality, error messages, etc.
2) How and wherefore does HEADAI use information?
HEADAI can use your product usage and non-personalized data for direct marketing, customizing marketing notice and analytic purposes, for the purpose of improving your experience of using the SOFTWARE PRODUCT and to improve and develop the SOFTWARE PRODUCT and its functionality, as well as to improve other HEADAI`s SOFTWARE PRODUCTS.
After the SOFTWARE PRODUCT is deleted, HEADAI may continue to process your non-personalized data in accordance with the purposes defined in this EULA.
The processing of data includes any actions related to its collection, registration, accumulation, storage, adaptation, modification, update, use, disassembly, destruction.
3) How do we protect information?
HEADAI tries to use all advanced security practices and, whenever it is possible, keep them up to date, but HEADAI does not guarantee that the security methods and procedures work without any errors.
HEADAI does not sell, gift, or otherwise transfer your non-personalized data to any third parties.
4) Consent for Personal data processing
By starting to use the SOFTWARE PRODUCT, you automatically confirm that you understand your rights concerning your data, that you have been notified about the purpose, methods, and conditions of your data processing. You consent that HEADAI may gather such non-personalized data and agree not to block, electronically or otherwise, the transmission of such data.
THIRD PARTY PROGRAMS
The SOFTWARE PRODUCT may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses and distributed, embedded or bundled with the SOFTWARE PRODUCT or recommended in connection with its installation and use. This License Agreement does not alter any rights or obligations you may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Third Party Programs.
HEADAI LTD, Rautatienpuistokatu 7, FI-28130 Pori, Finland
Founded in 2015, HEADAI is currently one of the leading developer of Cognitive Artificial Intelligence software solutions.