Terms of Service

This Datology Platform License Agreement (this “Agreement” or “DPLA”) is entered into as of the effective date of the initial Order Form  (the “Effective Date”) by and between Datology AI, Inc., a Delaware corporation with a principal place of business at 699 Veterans Blvd., Redwood City, CA 94063, USA (“Datology”), and the customer identified in the Order Form (“Customer”).  Capitalized terms shall have the meaning defined herein and, in the Exhibits, hereto.

In consideration of the premises and the covenants set forth in this Agreement, the parties hereby agree as follows:

1. Definitions

1.1 Authorized Use” means the permitted use with respect to the Solution as specified in Exhibit A.

1.2 Confidential Information” means any and all non-public, confidential and proprietary information, furnished by one party to this Agreement (the “Disclosing Party”) or any of its Representatives to the other party to this Agreement (the “Receiving Party”) or any of its Representatives, whether orally, in writing, or in other tangible form.  Without limiting the generality of the foregoing, Confidential Information may include, without limitation, information which relates to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans, and financial information.  Any Confidential Information disclosed in a written or other tangible form shall be clearly marked as “confidential,” “proprietary,” or words of similar import.  Any Confidential Information disclosed orally shall, to the extent practicable, be identified as confidential at the time of disclosure.  Notwithstanding the foregoing, Confidential Information shall expressly include (a) the terms of this Agreement, (b) Customer Data, and (c) the Solution, the Documentation, Customer Models, and all know-how, techniques, ideas, principles and concepts which underlie any element of the Solution, Documentation, or Customer Models, that by its nature is reasonably expected to be confidential.

1.3 “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer to the Platform in the course of using the Platform during the Term.

1.4 “Customer Models” means any machine learning or artificial intelligence models that are pretrained, trained, fine-tuned, improved, or otherwise developed by or on behalf of Customer using Customer Data. For clarity, Customer Models do not include the Datology Solution, Datology’s curation algorithms, or any other Datology intellectual property.

1.5 “Curated Data” means  filtered, transformed or augmented data made available to Customer during the Term, either (a) directly by Datology, and/or (b) by the Platform as a result of Customer’s use of the Platform.

1.6 “Derivative Work” means a work of authorship or other development that is based on, derived from or extends, replaces, emulates, substitutes for, or exposes to third parties the functionalities of the Solution, the Documentation or components thereof, such as a revision, enhancement, modification, improvement, translation, abridgement, compression, extension or expansion or any other form in which such work may be recast, applied, transformed or adopted, and includes, without limitation, any “derivative work” as defined in the United States Copyright Act, 17 U.S.C. Section 101. Derivative Work does not include Customer Models.

1.7 “Deployment Environment” means the software operating environment where the Platform will be installed and operated as further specified in Exhibit A. 

1.8 “Documentation” means the Datology documentation with respect to the use of the Solution as listed in Exhibit A.

1.9 “Intellectual Property Right” means any of the following:  (i) all letters patent and applications for letters patent throughout the world, including all patent applications in preparation for filing anywhere in the world, all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, registered or unregistered, now or hereafter in force throughout the world, and all applications for registration thereof, whether pending or in preparation, all extensions and renewals of any thereof and all proceeds of the foregoing; (iv) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos, other source of business identifiers, prints, and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature, now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not, all registrations and records thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings, and applications in any office or agency of the United States of America or any State thereof or any foreign country, all reissues, renewals, and extensions thereof, all of the goodwill of the business connected with the use of, and symbolized by such items, and all proceeds of, and rights associated with, the foregoing; (v) moral rights in those jurisdictions within where such rights are recognized, (vi) database protections in those jurisdictions that provide distinct legal protections for databases, (vii) all other intellectual property protections recognized within any of the jurisdictions, including but not limited to any applicable sui generis protections for intellectual property, and (viii) all proceeds of, and rights associated with, the foregoing (as appropriate to such rights), including the right to sue third parties for any actual or threatened past, present, or future infringements, dilutions or misappropriations of any of the foregoing, or for any injury to the goodwill associated with the use of any property or rights set forth in clause (iv), and all rights corresponding thereto throughout the world.

1.10 “Order Form” means one or more ordering documents executed by the parties that reference this Agreement and set forth the commercial terms (including fees, quantities, and term) for Customer’s use of the Solution. Each Order Form is hereby incorporated into and made a part of this Agreement.

1.11 “Platform” means the Datology proprietary software listed in Exhibit A as Platform under this Agreement.

1.12 Period of Use” means the period during which Customer may use the Solution as set forth in the Authorized Use listed in Exhibit A.

1.13 “Professional Services” means any implementation, integration, consulting, advisory, or other professional services provided by Datology as described in an Order Form or statement of work.

1.14 Representatives” means, as to any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of Section 12.

1.15 Services” means the services to be provided to Customer by Datology with respect to the management of the Platform in the Deployment Environment as further specified in Exhibit B, if applicable.

1.16 “Solution” means the Platform, Curated Data, and any component thereof.

1.17 “Support” means assistance with respect to the Platform as set forth in Exhibit B.

1.18 “Telemetry Data” means data and information generated by or collected by Datology regarding Customer’s use of the Solution, the health and performance of the Solution, and related information, excluding any Customer Data.

2. License Grant

2.1 License.  Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable Fees by Datology, Datology hereby grants to Customer, and Customer hereby accepts from Datology, a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable, term-limited license to use the Platform solely according to the Authorized Use. 

2.2 License Limitations.  In addition to other terms and conditions set forth in this Agreement, Customer agrees that, except as otherwise expressly provided by this Agreement, it shall not: (a) exceed the scope of the licenses granted in Section 2.1; (b) make copies of the Solution or Documentation; (c) sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 2.1, and any attempt to make any such sublicense, assignment, delegation or other transfer by Customer shall be void and of no effect; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms, designs, or related technology of or underlying the Solution, including but not limited to use the Solution to train a machine learning model to attempt to learn any of the same; (e) modify, translate or create Derivative Works of the Solution or any component therein; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Solution, Documentation or copies thereof; or (g) use the Solution to create or offer a product or service that is similar to, competes with, or replaces the Solution.