Version: 30 August 2023
This End User License Agreement “EULA” governs your use of our Application, software and any associated upgrades, patches or updates (collectively referred to as the “Application”) as well as any related services, provided by Noctuai Sp. z o.o.
By purchasing, downloading, installing, using (including but not limited to accessing, displaying and executing) the Application you agree to accept and be bound by this EULA. This agreement includes disclaimers of warranties, limitations of liability and exclusive remedies. If you do not agree with the terms of this EULA do not purchase, download, install or use the Application. If you are entering into this EULA on behalf of a legal entity, you represent that you have the authority to bind such entity to the terms of this agreement.
APPLIACATION USAGE
Unless you have another written agreement with us regarding the Application, your use of the Application is exclusively governed by this EULA.
ABOUT US
The Application and related services are offered by Noctuai Sp. z o.o., a company incorporated under the laws of Poland with its registered office in 00-695 Warsaw, Poland, ul. Nowogrodzka 56A, registered in the register of entrepreneurs of the National Court Register (KRS) kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under the KRS number 0000420156, VAT ID: 1132856632, share capital PLN 111 200.00, in this agreement as “Noctuai“, “we”, “us“, and “our“.
MINIMUM REQUIREMENTS
The Application is compatible with hardware devices that meet the minimum technical and system requirements specified in the Application’s documentation. If your system or hardware device does not meet these requirements, the Application may not function as intended. If you are using a hardware device that you do not own, you must obtain permission from the owner to install and use the Application on that device. By installing, using, accessing, displaying, and executing the Application, you accept responsibility under this EULA, regardless of device ownership.
OWNERSHIP AND LICENSE
All title, ownership rights and intellectual property rights, including copyrights, in and to the Application (including, without limitation source code, object code, text, graphics, user interfaces and any other elements which are part of the Application, individually or in combination) are owned by us or our licensors.
The Application is licensed to you, not sold. This means that the Application belongs to us and our licensors and we and our licensors retain ownership of the Application after it is purchased, installed and used on the hardware device you own or control.
Except as expressly granted in this EULA, all rights not granted to you are expressly reserved by us.
USAGE SCOPE
Under this EULA, we grant you a limited, personal, worldwide, non-assignable, non-sublicensable, non-transferable and non-exclusive license, subject to agreed remuneration to download, install and/or use the Application on devices (either a physical device or a cloud environment) you own or control at one time or on a cloud environment controlled by us. The license is subject to limitations regarding the number of video streams processed by the Application and the availability of a cloud environment controlled by us (if applicable), as specified by your purchase.
You are prohibited from using the Application on a different hardware device you own or control, or in any other way that would exceed the license limitations.
PROHIBITED ACTIONS
You must not:
Any use of the Application that violates the law or this EULA will be considered a material breach resulting in immediate and without notice termination of the license.
TERM AND TERMINATION
This EULA is effective from the moment of purchasing, downloading or starting to use the Application, whichever occurs first.
You have the right to terminate this EULA at any time, with notice or immediately without notice.
We may terminate this EULA at any time with notice, immediately without notice for a material breach, or for other reasons, including legal, security, technical, or commercial reasons.
Upon termination, regardless of the reason, you are obliged to immediately stop using the Application and uninstall all copies of the Application from the hardware devices you own or control.
CHANGES TO THE APPLICATION
We reserve the right to modify the Application at our sole discretion, with or without specific reasons, for technical enhancements, updates, or maintenance. You are encouraged to promptly install all updates to access the latest Application version. We do not guarantee specific functionalities throughout the Application’s use and reserve the right to add, remove, or modify functionalities at our discretion.
We may withdraw the Application from our offer at any time, for reasons including legal, security, technical, or commercial considerations, without the right to raise claims. If possible, we will provide advance notice of such withdrawal.
SUPPORT
For technical support, including addressing issues, errors, and interruptions related to the Application, please contact our support team through our web portal or at contact@noctuai.com or one of our Partners. We aim to respond promptly, with a maximum response time of 2 business days (8/5 remote helpdesk, 9.00 – 17.00 CEST from Monday to Friday, excluding public holidays).
DISCLAIMER OF WARRANTIES
The Application and any related services (if any) are provided on an “AS IS” and “AS AVAILABLE” basis.
To the fullest extent permitted under applicable law, we disclaim any guarantees, conditions, or warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, or non-infringement.
The Application may still need to be developed to meet your requirements. The Application provides ready AI models trained using only external data. Solutions offered by the Application may not be suited to the place and method of their use by you and/or your end-customer. In the case of AI image analytics software solutions, changes regarding, e.g., surroundings, distances, or camera angles can affect the results. For these reasons, we do not guarantee a quantified level of model performance.
We do not guarantee uninterrupted access to the Application at any particular time or location. We may need to interrupt access to the Application for maintenance purposes on a scheduled or emergency basis. We will endeavor to notify before any planned interruption in access to the Application. Moreover, access to the Application may be interrupted for reasons outside our reasonable control (force majeure).
LIMITATION OF LIABILITY
You use the Application at your own risk. You acknowledge and accept that Application contains proprietary artificial intelligence video analytics solution, i.e. it is using neural networks to extract defined information from video frames, so you have to be aware that the achievement of any functionality dependent on this solution, either generally or according to the specific case, cannot be guaranteed by us. If you rely solely on the Application as the primary basis for your decisions, and you do not routinely verify the conclusions drawn from the analysis of information provided by the Application with due professional diligence or by cross-referencing information from other sources, it’s essential to be aware of the nature of the solution. It is advisable to take proactive measures and perform a thorough risk analysis to safeguard your interests and those of your end clients.
To the fullest extent permissible under applicable law, under no circumstances shall we be liable to you or any third party (including your end customer) for any damages (including but not limited to any indirect, incidental, punitive, special or consequential damages, lost profits) arising from of or in connection with the purchase, download, installation or use of the Application and/or related services, even if we have been advised of the possibility of such damages.
Moreover, we shall not be liable for damages caused by improper and/or unlawful use of the Application, malfunction of the hardware device you own or control, malfunction of third party software, acts or omissions of third parties for whom we are not responsible or reasons beyond our reasonable control (force majeure).
Where we are found to be liable to you or any third party (including your end customer) our total liability (regardless of the number of claims brought) shall be the total value of our remuneration you paid for the Application.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. In other words, we do not exclude or limit our liability to you or any third party (including your end customer) for any liability that cannot be excluded or limited by law, including but not limited to liability for damages caused intentionally.
INDEMNIFICATION
You agree to indemnify us and our representatives (including members of our corporate bodies, employees and agents) against and from any claim, demand, liability, expense or loss, including reasonable attorneys’ fees, directly or indirectly attributable to you resulting from a breach of this EULA and/or unlawful use of the Application.
EXPORT RESTRICTIONS
You agree to comply with all applicable export and re-export control laws and sanctions regulations in relation to your purchase, download, installation and use of the Application and/or related services, including but not limited to the laws and regulations of Poland, the European Union, the United States of America or any other jurisdiction involved.
You must not export or re-export the Application, in whole or in part, to any country, person or entity subject to export restrictions under applicable laws and regulations, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
You specifically agree not to export or re-export the Application, in whole or in part: (a) to any country to which the United States has embargoed goods, including a national or resident of such country; (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals And Blocked Persons List (SDN) or the U.S. Commerce Department’s Table of Denial Orders.
By purchasing, downloading, installing and/or using the Application, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
CHANGES TO THIS EULA
We reserve the right to amend this EULA at any time at our sole discretion, for material reasons, including legal, security, technical or commercial reasons, in particular in connection with modifications to the Application, including the extension of its functionality.
If we plan to amend this EULA we will endeavor to notify thereof 30 days in advance, unless we are legally obliged to introduce such amendments sooner.
If you continue to use the Application and/or related services after the amendments to this EULA come into force, you thereby accept the new terms of this EULA.
Should you object to any amendments to this EULA, your sole recourse is to terminate this EULA with immediate effect without notice before the amendments to this EULA come into force. In case of termination of the EULA you must immediately stop using the Application and uninstall all copies of the Application from the hardware devices you own or control.
GOVERNING LAW. JURISDICTION
To the extent permitted by applicable law, this EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Poland. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
The Polish common courts competent for the registered seat of Noctuai shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the EULA or its subject matter or formation.
FINAL PROVISIONS
We reserve the right to assign our rights and obligations under this EULA, provided it does not affect your rights. You may not assign your rights and obligations under this EULA without our written consent.
The invalidity or unenforceability of any provision of this EULA shall not affect the validity or enforceability of the remaining provisions. Each provision of this EULA shall be valid to the maximum extent permitted by applicable law.
Failure or delay by us in enforcing any provision of this EULA on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
This EULA constitutes the entire agreement between the parties regarding the subject matter.
Autonomous data governing and analysis system for all kinds of video data in your organization
