BLUESKEYE PILOT AGREEMENT PLEASE READ CAREFULLY BEFORE ACCESSING ANY SOFTWARE FROM THIS WEBSITE: This licence agreement (agreement) is a legal agreement between you (Licensee) and BLUESKEYE AI LTD of The Ingenuity Centre, Triumph Road, Nottingham, England, NG7 2TU ("Blueskeye") for: The software as specified by the relevant key purchased by the Licensee (Software) We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times. IMPORTANT NOTICE TO ALL USERS: BY CLICKING ON THE "ACCEPT" CHECKBOX BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSES 5.2 AND 6. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT ACCEPT AND YOU MAY NOT DOWNLOAD OR ACCESS THIS SOFTWARE. You should print a copy of this Licence for future reference. Agreed terms 1. Interpretation 1.1 The definitions and rules of interpretation in this clause apply in this agreement. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world. Software: The software as specified by the relevant key purchased by the Licensee. Open-Source Software: any software programs which are licensed under any form of open-source licence meeting the Open Source Initiative's open source definition from time to time. Term: the duration of the permitted use as specified by the relevant key purchased by the Licensee. Territory: The country of residence of the Licensee. Third-Party Additional Terms: the terms set out in Schedule 1. 2.Licence 2.1 Blueskeye grants to the Licensee a non-exclusive licence for the Term in the Licensee’s Territory to use the Software for internal use of the Software for evaluation purposes by the Licensee. Unless otherwise confirmed in writing by Blueskeye, use excludes modification, demonstration to any third party, any other public exhibition or use for any safety critical application. 2.2 The Licensee may make a backup copy of the SDK within the Software for its lawful use but not of any supplied video files. 2.3 The Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Licensee. 2.4 The Licensee may not use the Software to create any software whose expression or function is substantially similar to that of the Software nor use the Software for machine learning or to train any AI, algorithm or other system to function in a similar way to the Software. 2.5 the Third-Party Software shall be deemed to be incorporated within the Software for the purposes of this agreement (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Additional Terms. 2.6 the Licensee shall indemnify and hold Blueskeye harmless against any loss or damage which it may suffer or incur as a result of the Licensee's breach of any Third-Party Additional Terms howsoever arising. 2.7 Blueskeye may treat the Licensee's breach of any Third-Party Additional Terms as a breach of this agreement. 2.8 The Licensee shall not sub-license, assign or novate the benefit or burden of this agreement in whole or in part; allow the Software to become the subject of any charge, lien or encumbrance; and deal in any other manner with any or all of its rights and obligations under this agreement. 2.9 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 3. Confidentiality and publicity 3.1 Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. 4. Export and compliance with policies 4.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. 5. Exclusion of warranties 5.1 Blueskeye does not warrant that the use of the Software will be uninterrupted or error-free and the Licensee acknowledges that the Software and Open-Source Software provided by Blueskeye is provided "as is". 5.2 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care. 6. Limits of liability 6.1 Except as expressly stated in 6.2: (a) Blueskeye shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: special damage even if Blueskeye was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings; loss of business opportunity; loss of goodwill or loss or corruption of data. (b) the total liability of Blueskeye, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed £1; and (c) the Licensee agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) Blueskeye shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement. 6.2 The exclusions in 5.2 and 6.1 shall apply to the fullest extent permissible at law, but Blueskeye does not exclude liability for: death or personal injury caused by the negligence of Blueskeye, its officers, employees, contractors or agents; fraud or fraudulent misrepresentation; breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability which may not be excluded by law. 6.3 All references to "Blueskeye" in this 6 shall, for the purposes of this clause and 14 only, be treated as including all employees, subcontractors and licensors of Blueskeye, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with 14. 7. Intellectual property rights 7.1 The Licensee acknowledges that all Intellectual Property Rights in the Software including any Developments or Maintenance Releases belong and shall belong to Blueskeye or the relevant third-party owners (as the case may be), and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with the terms of this agreement. 8. Termination 8.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; 8.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect. 8.3 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 8.4 On termination for any reason: all rights granted to the Licensee under this agreement shall cease; the Licensee shall cease all activities authorised by this agreement; and the Licensee shall immediately delete all copies of the Software (for the avoidance of doubt, including the supplied video files) then in its possession, custody or control. 9. Waiver No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 10. Remedies Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 11. Entire agreement 11.1 This agreement, the schedules and the documents annexed as appendices to this agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. 11.2 Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this agreement or not) (Representation) other than as expressly set out in this agreement. 11.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement. 11.4 Nothing in this clause shall limit or exclude any liability for fraud. 12. Variation No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 13. Severance 13.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. 13.2 If any provision or part-provision of this agreement is deemed deleted under 13.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 14. Third-party rights A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 15. No partnership or agency 15.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 16. Dispute Resolution, Governing law and jurisdiction 16.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 16.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Schedule 1 Third Party Additional Terms The following open source software is included full license details and copyright notices are included with the SDK download. ● OpenCV Apache 2.0 ● TensorFlow Apache 2.0 ● ONNX Runtime MIT License ● ARMNN MITLicense - Optional only available on linux-arm64 builds for hardware with compatible ARM Mali GPUs ● OpenSSL Apache 2.0 ● CURL other permissive type license ● cJSON MIT Only for Python bindings ● PyBind11 Other permissive type license Only used in tests executable ● GoogleTest BSD-3-Clause ● SDL2 ZLib ● FFMPEG LGPL 2.1 As a sheared Lib Only used in internal profiling builds ● Tracy BSD-3-Clause