Terms of Service with Product

This SignalPop Service and License Agreement (“Agreement”), is entered into by and between SignalPop LLC, a Delaware corporation (“SignalPop”) and you the customer (“Customer”, “you” or “your”). Your use of the SignalPop “Services”, “Software” or “Documentation” (as defined below) is governed by the terms and conditions of this Agreement (the “Terms”). In order to use the SignalPop Services, Software or Documentation you must first agree to the Terms, and by actually using the SignalPop Services, Software or Documentation, you are thereby agreeing to the Terms. You understand and agree that SignalPop will treat your use of the SignalPop Services, Software or Documentation as acceptance of the Terms and therefore agree to the following:

Definitions
1. “Software” means object code versions of the SignalPop software products, excluding any Open Source Components, but including The SignalPop AI Designer and the SignalPop AI Server.
2. “Documentation” means the documentation made available electronically as part of the Software, or provided by SignalPop related to the Software.
3. “Services” means services provided by SignalPop employees and/or their affiliates to “Customer”.
4. “Integrating Application” means a software solution that incorporates the Software with other software applications.
5. “Open Source Licenses” means terms of public licenses approved by the Open Source Initiative as “open source licenses”. The Apache License, Version 2.0, and the MIT License are Open Source Licenses.
6. “Open Source Components” – software components licensed under Open Source Licenses which have their own copyright and applicable license conditions.
License
1. License Grant – Subject to the Terms of this Agreement and upon purchasing a Product License Key, SignalPop grants to Customer a non-exclusive, non-transferrable, limited, subscription-based license during the term of this Agreement solely to:
  1. Install and use the Software in object code form, solely for Customer’s internal testing, development and business purposes subject to the “License Restrictions” and “Open Source” paragraphs defined below;
  2. Copy an incorporate the software into an integrating Application; and
  3. Use and copy the Documentation.
2. Open Source – Copies of the software may contain Open Source Components which are licensed under the terms of the applicable Open Source Licenses and copyright notices found or referenced in the corresponding license files, Documentation or other accompanying materials. By agreeing to this Agreement, you are also agreeing to each of the Open Source Licenses referenced below;
3. License Restrictions – Except as expressly permitted in this Agreement, Customer agrees not to and shall not willingly allow any third party to:
  1. Sell, rent, assign, publish, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any Software or Documentation to a third party.
  2. Modify, alter, amend, fix, translate, enhance, or otherwise create derivative works of any Software Binaries or Documentation.
  3. Remove, disable, or otherwise create or implement any workaround to any security features contained within the Licensed Software or Documents.
  4. Decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Software, in whole or in part for any litigation purposes whatsoever.
  5. Allow access or permit use of the Software by any users other than Customer’s employees or authorized third-party contractors who are providing services to Customer and agree in writing to abide by the terms of this Agreement, provided further that Customer shall be liable for any failure by such employees and third-party contractors to comply with this term of this Agreement;
  6. Create, share, develop, license, install, use or deploy any software (including third party software or services) to circumvent or provide to access, permissions or rights which violate the license keys used by the Software;
  7. Change or delete any proprietary rights notices which appear in the Software or Documentation;
  8. Use the Licensed Software or Documentation for purposes of competitive analysis, the development of competing product or any other purpose that is to SignalPop’s commercial disadvantage.
  9. Use the Licensed Software or Documentation in violation of any federal, state, or local law, regulation or rule;
4. Expenses Incurred – SignalPop is not responsible for any expenses incurred by Customer in connection with this Agreement. All fees are nonrefundable and made without right of set-off or chargeback. All amounts not paid when due are subject to a late fee of the lesser of two percent (2%) per month or the maximum amount allowable by law.
5. Ownership – SignalPop reserves and retains all intellectual property rights not expressly granted by it to Customer under this Agreement. Other than the licenses granted in this Agreement, SignalPop retains all right, title and interest in the Software and Documentation and derivatives that it creates thereof.
Term and Termination
1. Term – The term of this agreement starts on the date of purchase of a license key and shall continue so long as said license key remains valid for said Service, Software or Document. Thereafter, this Agreement will automatically renew for additional periods so long Customer holds at least one valid and active license key that they have purchased for said Service, Software or Document. In the event Customer has active, valid license agreement with SignalPop to use Service, Software or Document and uses a license key that they have not purchased (i.e. a license key obtained from a third party), this Agreement will immediately terminate.
2. Effect of Termination – Upon the expiration or termination of this Agreement:
  1. All outstanding amounts owed by Customer to SignalPop under this Agreement will become immediately due and payable, and Customer agrees to pay all such amounts immediately upon such expiration or termination;
  2. All licenses under this Agreement will terminate; and
  3. All SignalPop Services provided or to be provided under this Agreement will terminate;
  4. Customer will immediately cease using the Software and Documentation.
3. Survival – Sections 2.3 License Restrictions, 2.5 Ownership, 3. Term and Termination, 4. Warranties, Disclaimer and Indemnification and 1. Definitions will survive the expiration or termination of this Agreement.

Warranties, Disclaimer and Indemnification
1. Disclaimer of Warranty – Unless required by applicable law or agreed to in writing, the SignalPop Services, Software and Documentation are provided on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SIGNALPOP PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE. You are solely responsible for determining the appropriateness of using the SignalPop Services, Software and Documentation and assume any and all risks, known and unknown, associated with your exercise of rights granted by this Agreement.
2. Limitations of Liability – Customer recognizes that artificial intelligence is an imperfect science based on probabilities, sparse and imperfect data, and many other unknown risks which may impact the performance of the SignalPop Services, Software or Documentation. For these reasons, in no event and under no legal theory, whether in tort (including negligence), contract, at law, in equity, or otherwise, unless required by applicable law (such as deliberately and grossly negligent acts) or agreed to in writing, shall SignalPop, any of its affiliates (“Affiliates”) or any open source Contributor be liable to you or any of your customers, clients, partners, affiliates, equity holders, directors, employees, agents or representatives for any damages, including any direct, indirect, special, incidental, exemplary, special, punitive, or consequential damages, of any character arising as a result of this License or out of the use or inability to use the SignalPop Services, Software or Documentation (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, regardless of whether such damages were foreseeable and whether or not SignalPop, any open source Contributor, you or any of your customers, clients, partners, affiliates, equity holders, directors, employees, agents or representatives were advised of the possibility of such damages).
3. Accepting Warranty or Additional Liability – By using the Software and Documentation, you may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, you may act only on your own behalf and on your sole responsibility, not on behalf of SignalPop or any other open source Contributor, and only if you agree to indemnify, defend, and hold SignalPop, its Affiliates and each open source Contributor harmless for any liability incurred by, or claims asserted against, SignalPop, its Affiliates or such Contributor by reason of your accepting any such warranty or additional liability.
General
1. Entire Agreement – This Agreement constitutes the entire agreement between the parties concerning the use of the SignalPop Services, Software and Documentation. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provisions of this agreement shall be effective unless in writing and signed by both parties.
2. Severability – If any provisions of this Agreement is held to be invalid or unenforceable, the remaining portions shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.
3. Waiver – No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement.
4. Force Majeure – Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control (excluding payment of monies due).
5. No Third Party Beneficiaries – Unless otherwise specifically stated, the terms of this Agreement are intended to be and are solely for the benefit of SignalPop and Customer and do not create any right in favor of any third party.
6. Governing Law and Jurisdiction – This Agreement shall be governed by the laws of the State of Washington, without reference to the principles of conflicts of law. The provisions of the Uniform Computerized Information Transaction Act and United Nations Conventions on Contracts for the International Sale of Goods shall not apply to this Agreement. Any litigation related to this Agreement shall be brought in the state or federal courts located in King County, Washington, and only in those courts and each party irrevocably waives any objections to such venue.
Government Regulation
1. Export Restrictions – Customer acknowledges that the SignalPop Software and Documentation is subject to export restrictions by the U.S. government and import restrictions by certain foreign governments. Customer may not export or re-export the SignalPop Software or Documentation except in compliance with the U.S. Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable. Customer shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any SignalPop Software or Documentation of any direct product thereof:
  1. Into (or to a national or resident of ) any embargoed or terrorist-supporting country;
  2. To anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals;
  3. To any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or
  4. Otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority.
2. Customer Assurances – Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The SignalPop Software and Documentation are further restricted from being used for:
  1. Terrorist activity; or
  2. The design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the U.S. government.
3. Customer Compliance – Customer shall at all times comply with all applicable laws and regulations in its performance under this Agreement, including without limitation any applicable anti-corruption laws.
4. Classification – The Software and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing the Software or Documentation by the U.S. government shall be governed solely by the terms of this Agreement.

–Declaration–

Caffe – Some parts of the SignalPop AI Designer and MyCaffe AI Platform are derived from the Berkeley Caffe code, which is a BSD-licensed open-source project. The Caffe license is as follows.

Some parts of MyCaffe are derived from forks off the Caffe source (such as the GradientScalerLayer, forked at https://github.com/ddtm/caffe) which are also covered under the Caffe license above.

NVCaffe/Caffe SSD – Some parts of the SignalPop AI Designer or the MyCaffe AI Platform are derived from the NVCaffe/Caffe SSD version of Caffe which is licensed as follows:

t-SNE – Some parts of the SignalPop AI Designer and the MyCaffe AI Platform are derived from the t-SNE algorithm developed by Laurens van der Maaten. The t-SNE license is as follows:

t-SNE with CUDA and Barnes Hut – Some parts of the SignalPop AI Designer and the MyCaffe AI Platform are derived from the open-source t-SNE with CUDA and Barnes Hut project developed by George Dimitriadis under the MIT license as follows:

GPU MemTest – Some parts of MyCaffe are derived from the open-source GPU MemTest project developed by Innovative Systems Lab, National Center for Supercomputing Applications under the Illinois Open Source License as follows:

NCCL – Some portions of the SignalPop AI Designer and the MyCaffe AI Platform (uses nccl-windows) come from the open-source NCCL ‘Nickel’ project by NVIDIA under the following license:

DocPanelSuite – Some portions of the SignalPop AI Designer come from the open-source DocPanelSuite project by Weifen Luo under the following license:

GS-PCA – Some parts of MyCaffe are derived from the GS-PCA algorithm described in the article by M. Andrecut, “Parallel GPU Implementation of Iterative PCA Algorithms”, arXiv, 2008. https://arxiv.org/abs/0811.1081 which are used with permission.

SignalPop is the curator for the MyCaffe open source project found on GitHub at http://github.com/mycaffe. The MyCaffe AI Platform is built from this open-source project which is licensed under the Apache License, version 2.0.

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