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Wallaroo Labs, Inc.

Community Edition License Agreement

WALLAROO LABS, INC. (“WALLAROO”) IS ONLY WILLING TO LICENSE THE SOFTWARE AND RELATED DOCUMENTATION PURSUANT TO THIS COMMUNITY LICENSE AGREEMENT (“AGREEMENT”). READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING AND USING SUCH SOFTWARE. BY ACCESSING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE ON BEHALF OF YOURSELF AND YOUR EMPLOYER (“LICENSEE”) TO BE BOUND TO THIS AGREEMENT AND THAT LICENSEE ACKNOWLEDGES THAT THIS AGREEMENT CREATES A LEGALLY ENFORCEABLE CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION. YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF. IF YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, DO NOT INSTALL, COPY OR USE THE SOFTWARE.

  1. License. Subject to the terms and conditions of this Agreement, Wallaroo grants to Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to install and use the Software (defined below) for Licensee’s internal business purposes. All licensed activity under this Section 1 shall be in accordance with and subject to Wallaroo’s documentation and any additional restrictions as are set forth herein. “Software” means the Wallaroo community edition software and related modules used by Licensee in object code format, and includes all updates, improvements, APIs and add-ons provided by Wallaroo with respect thereto.
  2. Software Ownership; Restrictions. Except as expressly and unambiguously set forth herein, Wallaroo and its licensors retain all right, title and interest in and to the Software, all copies, modifications and derivative works thereof, including without limitation, all rights to patent, copyright, trade secret and other proprietary or intellectual property rights related to any of the foregoing. Licensee will maintain the copyright notice and any other notices or Software identifications that appear on or in the Software or any other media or documentation provided by Wallaroo hereunder. Licensee will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Software (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the Software (except as expressly and specifically authorized by Wallaroo), (iii) possess or use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency, (iv) disclose to any third party any benchmarking or comparative study involving the Software or (v) modify the Software. All the limitations and restrictions on the Software in this Agreement also apply to all documentation. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD AND/OR USE INCONSISTENT HEREWITH. Licensee acknowledges that the Software may be distributed alongside or contain or use certain third party software (“Third Party Software”). THIRD PARTY SOFTWARE IS (IN ADDITION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT), SUBJECT TO AND GOVERNED BY (AND LICENSEE AGREES TO, AND WILL INDEMNIFY WALLAROO FOR NONCOMPLIANCE WITH) THE RESPECTIVE LICENSES FOR THE THIRD PARTY SOFTWARE. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the Software and accompanying documentation provided by Wallaroo are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with FAR section 12.212 and DFAR section 227.7202, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.
  3. Feedback. Licensee may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Software (“Feedback”). Wallaroo shall have an irrevocable, perpetual, worldwide, sublicenseable, transferable, full paid-up, royalty free right and license to use, distribute and otherwise exploit all Feedback for any purpose.
  4. Confidential Information. Each party agrees that all code, inventions, algorithms, know-how and ideas and all other business and technical information obtained from the other is the confidential property of the disclosing party (“Confidential Information’’ of the disclosing party). Except as allowed herein, during the Term of this Agreement and after any termination hereof, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees and independent contractors in writing. Confidential Information shall not include information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor. Upon the expiration or termination of this Agreement, all of the Confidential Information (including any copies) will be returned to the disclosing party, and the receiving party will make no further use of such materials. Money damages will not be an adequate remedy if this Section 4 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.
  5. No Cost License. The Software and any related services shall be provided during the Term at no charge to Licensee.
  6. Services. No training or support services are provided under this Agreement. Wallaroo may in its discretion respond to support inquiries through Wallaroo’s support channels, such as Slack.
  7. Term and Termination. This Agreement shall commence upon the initial download of the Software and shall continue until and unless terminated as set forth herein (the “Term”). This Agreement may be terminated by either party upon ten (10) days prior written notice for any reason or no reason whatsoever. Upon any termination, Licensee shall immediately cease all use of the Software and destroy all Confidential Information of Wallaroo (including all copies and extracts thereof). The following provisions will survive termination: 2-4 and 7, 8, 9 and 11. Termination is not an exclusive remedy and all other remedies will remain available.
  8. Warranty Disclaimer. The parties acknowledge that the Software is provided “AS IS” and may not be functional on any machine or in any environment. WALLAROO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND WALLAROO EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). USE OF THE PRODUCT IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.
  9. Limitations. WALLAROO SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (I) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (II) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO LICENSEE OR ANY THIRD PARTIES; (III) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF $500.00, EVEN IF WALLAROO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WALLAROO SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
  10. Identification. Wallaroo may use Licensee’s name and logo in client listings. Wallaroo may issue a press release announcing the relationship contemplated hereby, subject to Licensee’s approval which shall not be unreasonably withheld or delayed.
  11. Miscellaneous. Neither this Agreement nor the licenses granted hereunder are assignable or transferable by Licensee; any attempt to do so shall be void. Wallaroo may assign this Agreement in whole or in part. Any notice, report, approval or consent required or permitted hereunder shall be in writing. The provisions hereof are for the benefit of the parties only and not for any other person or entity. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction of, and venue in, the state and Federal courts located in New York, New York. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action. Any waivers or amendments shall be effective only if made in writing. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
  12. Wallaroo’s Responsible ML and AI Policy.
    Any use and all users of Wallaroo either in its entirety or through the use of its independent parts agree to abide by Wallaroo’s Responsible ML and AI Policy. Wallaroo has six responsible machine learning (ML) artificial intelligence (AI) Policies to guide how Wallaroo can be used to develop and deploy ML and AI technology. Wallaroo believes that ML and AI technology brings important societal benefits, but also the potential for misuse. We further recognize that new laws and regulations will take time to evolve, and they are not a substitute for the responsibility that needs to be exercised by technology companies such as Wallaroo and its valued network of users, partners, and integrators.
    Scope of Responsible ML and AI Policy:

    ML and AI are not one universal technology, but rather an umbrella term that includes multiple technologies, including methods that perform computer-based perception, learning, reasoning, and natural language analysis. The technologies can be used separately or combined to yield systems that perceive, classify, recommend, predict, guide, or otherwise reason or act in an automated manner. Examples of AI technologies include computer vision, speech recognition, and natural language processing.

    Wallaroo Responsible ML and AI Policy
    Wallaroo has the following six Policies to guide the development and deployment of AI technology using Wallaroo technology:
    Fairness: ML and AI systems should treat everyone fairly and avoid affecting similarly situated groups of people in different ways.

1. Reliability and Safety: ML and AI systems should operate reliably, safely, and consistently under normal circumstances and in unexpected conditions. These systems should be able to operate as they were originally designed, respond safely to unanticipated conditions, and resist harmful manipulation. To the best of your ability, ML and AI systems are not purposely designed to cause loss of human life.


2. Reliability and Safety: ML and AI systems should operate reliably, safely, and consistently under normal circumstances and in unexpected conditions. These systems should be able to operate as they were originally designed, respond safely to unanticipated conditions, and resist harmful manipulation. To the best of your ability, ML and AI systems are not purposely designed to cause loss of human life.


3. Privacy and Security: ML and AI systems must comply with privacy laws that require transparency about the collection, use, and storage of data and mandate that consumers have appropriate controls to choose how their data is used.


4. Inclusiveness: ML and AI systems must incorporate and address a broad range of human needs and experiences and be developed utilizing inclusive design practices.


5. Transparency: ML and AI systems must be understandable. Stakeholders must comprehend how and why AI systems function. People who design and deploy ML and AI systems must be able to provide a useful explanation of the ML and AI systems’ behavior to people whose lives the systems affect. The users of ML and AI systems should be honest and forthcoming about when, why, and how they choose to deploy them.


6. Accountability. The designers and users of ML and AI systems must be accountable for how their systems operate. AI systems must not be the final authority on any decisions that impact people’s lives and humans must maintain meaningful control over otherwise highly autonomous ML and AI systems.
The societal implications of ML and AI and the responsibility of users and organizations to anticipate and mitigate unintended consequences of ML and AI technology are significant. Considering this responsibility, organizations are finding the need to create internal policies and practices to guide their ML and AI efforts, whether they are deploying third-party ML and AI solutions or developing their own. Wallaroo recognizes that as users, organizations, and as a society, our steps towards responsible ML and AI will need to continually evolve.


Users, Partners, and Integrators Commitment

As a valued Wallaroo User, Partner, and/or Integrator, you play an essential role in ML and AI technology in a way that is responsible and ethical. You, and/or your organization are committed to:

  • upholding the Wallaroo Responsible AI Policies when developing and deploying ML and AI while using Wallaroo technology;
  • developing and/or adhering to appropriate policies, processes, and tools to implement the Wallaroo Responsible AI Policies

This pledge is not intended to replace, supersede or conflict with any applicable law, regulation, or contractual obligation with Wallaroo.