EULA

END USER LICENSE AGREEMENT

(hereinafter as “EULA”)

This End User License Agreement (“EULA”) is a legal agreement between YOU (either individual or entity) as licensee and the copyright owner (hereinafter as “LICENSOR”) of any software (hereinafter the “SOFTWARE”) distributed by Adaptive Recognition Hungary Zrt. (registered seat is at 41 Alkotás utca, HU-1123 Budapest, Hungary) except of specific software for which specific terms and conditions may apply.

By downloading, installing, copying, using the SOFTWARE (including Boot ROM code, embedded software and third-party software, whether in read only memory, on any other media or in any other form and the associated media and printed materials and online or electronic documentation) YOU agree to be bound by the terms and condition of this EULA. If YOU do not agree with any of these terms and conditions do not download, install, copy, or use the SOFTWARE.

If you are not an individual, by accepting the terms of this EULA, YOU expressly declare and confirm that YOU have full power and capacity to accept this EULA in the name of the entity on behalf of which YOU are acting. Should this declaration prove to be false, YOU shall be responsible and liable in person for all obligations under this EULA.

Please note that the SOFTWARE may contain proprietary third-party software and/or software that are subject to open-source licenses which may be subject to notices and/or supplemental terms and conditions. Specific License Terms for this third-party software shall prevail in case of any conflict with this EULA.

1. GRANT OF LICENSE

Subject to the terms and conditions of this EULA YOU are granted a non-exclusive, non-sublicensable, limited license to use the SOFTWARE and its associated documentation (together with upgrades, updates, new versions and fixes provided by Adaptive Recognition Hungary Zrt.). For certain software additional limitations are imposed (included but not limited: geographical restrictions, number of parallel processing threads, number of channels, number of processes, is bounded to a hardware, time limit, … etc.) More information in Clause 11 „ADDITIONAL LIMITATIONS FOR CERTAIN SOFTWARE” hereunder; please note that the listed limitations may be modified time-to-time, moreover other limitations/restrictions may be imposed when a certain software and/or software for certain project is distributed).

2. OWNERSHIP AND COPYRIGHT

The SOFTWARE is licensed, not sold. No title to or ownership in the SOFTWARE is transferred to YOU. The SOFTWARE is protected by all applicable laws and treaties. Hereby you are informed, that the LICENSOR reserved all rights (to the maximum extent permitted by applicable laws) related to the SOFTWARE and to any reproduction of the SOFTWARE including its documentation, logos, trademarks, icons and interface in whole or in part which was not expressly granted hereunder. If YOU use, copy, install the entire or any part of the SOFTWARE non-compliance with any of the terms and conditions of this EULA, YOU are violating copyright or other intellectual property law, and YOU will be liable to Adaptive Recognition Hungary Zrt. and its licensors in particular for damages, and/or YOU may be subject to criminal penalties.

3. GENERAL PROVISIONS

i.) Limitations on Reverse Engineering, Decompilation, and Disassembly. YOU may not reverse engineer, decompile, or disassemble the SOFTWARE in any case by any means.

ii.) No Separation of Components. The SOFTWARE is licensed as a single product; neither the program parts comprising the SOFTWARE or any UPDATE may be used, installed separately.

iii.) Rental. YOU may not rent, lease, lend, publish or otherwise make available the SOFTWARE, or any features or functionality of the SOFTWARE, to any third party for any reason including on a time-sharing, service bureau, software as a service, or cloud basis.

iv.) Software Transfer. YOU may permanently transfer all of your rights under this EULA, provided that you retain no copies, you transfer all components and accessory of the SOFTWARE (including all components, parts, all media and printed materials necessary for use, any upgrade, this EULA, and, if applicable, the Certificate of Authenticity), and the recipient agrees to accept the terms of this EULA. If the SOFTWARE is an upgrade, any transfer must include all prior versions of the upgraded software.

v.) Modification, rights of reproduction, alteration, adaptation, translation and any other modification of the SOFTWARE (including correction of mistakes) as well as all right related to any result stems from any of these acts are retained by the LICENSOR and are expressly not granted to YOU.

vi.) Use the SOFTWARE beyond the scope of the license granted herein.

4. WARRANTIES AND DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS DISTRIBUTED AND PROVIDED “AS IS” AND “WITH ALL FAULT” WITHOUT WARRANTY OF ANY KIND, WITHOUT ANY WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS FOR MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS ARE DISCLAIMED. NO ADVICE OR INFORMATION OF ADAPTIVE RECOGNITION HUNGARY ZRT. OR ANY THIRD-PARTY GIVEN BY ANY FORM SHALL CREATE A WARRANTY.

YOU are responsible for the prevention of security issues with regard to its own systems and data. YOUR responsibility includes, but is not limited to, undesired invaders of the software such as malware, viruses, spyware, Trojans, etc. and Adaptive Recognition Hungary Zrt. disclaims responsibility for any damages incurred as a result of YOUR failure to secure its systems and data.

5. UPDATES, UPGRADES AND SUPPORT SERVICES

This EULA does not grant YOU the right to any technical support for, or updates or upgrades to the SOFTWARE. However, Adaptive Recognition Hungary Zrt. may offer time-to-time updates, upgrades and/or technical support. Adaptive Recognition Hungary Zrt. may, at its option and as part of its sales and marketing policy, make updates, upgrades and/or technical support under terms and conditions to be determined by Adaptive Recognition Hungary Zrt time-to-time. Support may be available as described at: https://adaptiverecognitionhungary.hu

To upgrade the SOFTWARE, you must first be licensed for the SOFTWARE that is eligible for upgrade. Upon upgrade, this EULA takes the place of the EULA for the software you upgraded. After you upgrade, you may no longer use that software version you upgraded from. If the SOFTWARE is an upgrade, you may use or transfer the SOFTWARE only in conjunction with the upgraded version.

6. OTHER COMPONENTS

Some software distributed by Adaptive Recognition Hungary Zrt. may come with SDK and/or with Utilities. The following provisions apply to these Software:

Provisions to SDK (Software Development Kit): In addition to the license granted in Section 1, LICENSOR grants you the right to use and modify the source code version of those portions of the SOFTWARE which are identified as SDK SAMPLE CODE and located in the appropriate subdirectory on the media contains the SOFTWARE. You may not distribute the SDK SAMPLE CODE or any modified version of the SDK SAMPLE CODE in source code form.

Provisions to UTILITIES: In addition to the license granted in Section 1, LICENSOR grants you the right to use and modify the source code version – if any – of those portions of the SOFTWARE which are identified as UTILITIES and located in the appropriate subdirectory on the magnetic or other physical media on which the SOFTWARE is recorded. You may not distribute the UTILITIES or any modified version of the UTILITIES in source code form. If you redistribute the components described above, you agree: i.) to distribute the components in object code form only in conjunction with and as a part of your software application, which adds significant and primary functionality and which is designed, developed, and tested to operate together with the SOFTWARE, ii.) to use the name, logo, or trademarks of the SOFTWARE and/or Adaptive Recognition Hungary Zrt. to market your software application only with prior written permission of Adaptive Recognition Hungary Zrt, iii.) to include a valid copyright notice on your software application, iv.) to indemnify, hold harmless, and defend Adaptive Recognition Hungary Zrt. from and against any claim or lawsuit, including attorney’s fees, that may arise or result from the use or distribution of your software application, and v.) not to grant distribution right related the SOFTWARE to any third person.

7. LIMITATION OF LIABILITY

FOR ALL CLAIMS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS EULA AND/OR WITH THE USE OF THE SOFTWARE AND/OR WITH THE SOFTWARE AND/OR WITH ANY HARDWARE TO WHICH THE SOFTWARE IS TIED (I.E. HARDWARE KEY, SMART CAMERA, ETC.) AND/OR WITH ANY SERVICE PROVIDED IN CONNECTION WITH THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ADAPTIVE RECOGNITION HUNGARY ZRT’S ENTIRE LIABILITY (EXCLUDING FOR DAMAGE CAUSED BY BREACH OF CONTRACT INTENTIONALLY, AS WELL AS FOR THE BREACH OF CONTRACT HARMING HUMAN LIFE, PHYSICAL INTEGRITY AND HEALTH) IS EXPRESSLY DISCLAIMED AND EXCLUDED. NO LIABILITY FOR CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL ADAPTIVE RECOGNITION HUNGARY ZRT. BE LIABLE FOR ANY, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INOCOME, PROFIT, SAVINGS, OR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE AND ALL HARDWARE TO WHICH THE SOFTWARE IS TIED, EVEN IF ADAPTIVE RECOGNITION HUNGARY ZRT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. ALL SUCH DAMAGES ARE EXPRESSLY DISCLAIMED.

PRESCRIPTIVE PERIODS. NO CLAIM IN CONNECTION WITH THE SOFTWARE MAY BE INITIATED AGAINST ADAPTIVE RECOGNITION HUNGARY ZRT. AFTER 6 MONTHS OF THE DATE ON WHICH THE DAMAGE WAS DISCOVERED OR ON THE DATE IT SHOULD HAVE BEEN DISCOVERED.

8. TERMINATION

Termination. This EULA is effective until terminated by YOU or Adaptive Recognition Hungary Zrt.

YOU may terminate this EULA at any time by stop using the SOFTWARE and removing and permanently deleting all copies of the SOFTWARE from your computer systems, destroying it and certifying this to Adaptive Recognition Hungary Zrt. by written statement.

Adaptive Recognition Hungary Zrt. shall have the right to terminate this EULA and/or any License granted hereunder immediately by notice to YOU, if YOU: (a) use the SOFTWARE other than as permitted, and/or (b) violate any restriction or limitation, (c) YOU breach any obligation or provision of this EULA, and/or (d) breach any related international and/or local laws, and/or (e) fails to pay the related fee/price to Adaptive Recognition Hungary Zrt. when due (if license would have been granted prior full payment).

Your rights under this Standard EULA will terminate automatically if you fail to comply with any of its terms.

Upon termination of this EULA the license granted hereby and all other provisions of this EULA shall be terminated and YOU shall immediately cease using the SOFTWARE, and shall permanently delete all electronic copies thereof from YOUR systems. If this Agreement is terminated, this Agreement shall become void and of no further force and effect, except that the provisions of Article 2, 4, 7, 9 and 11 which shall survive after the termination of this Agreement.

9. GOVERNING LAW AND DISPUTES

The laws of the Hungary, without regard to any conflict laws provisions, govern this EULA and your use of the SOFTWARE and (if it is tied to the SOFTWARE) the related AR hardware (included but not limited hardware keys, smart cameras…etc). Your use of the SOFTWARE may also be subject to other local, state, national, or international laws.

Any disputes arising from this Agreement, including those disputes relating to the validity, interpretation or termination of the Agreement, shall be exclusively and finally settled by the Permanent Arbitrate Tribunal formed beside the Hungarian Chamber of Commerce and Industry, Budapest, in accordance with its own rules of procedure. The place of jurisdiction shall be in Budapest. The application of the United Nations Convention on Contracts for the International Sales of Goods from this agreement is excluded.

10. EXPORT

To fulfil the commitments of Adaptive Recognition Hungary Zrt. under this EULA is subject to the provision that it is not prevented by any restriction arising from national or international foreign trade or customs requirements, including embargoes or other sanctions. YOU agree to comply fully with all applicable national and international export regulations including, but not limited to, those of Hungary, of the European Union and regulations of any other country or jurisdiction which may apply. In particular, but not in limitation of the foregoing, YOU must assure that the SOFTWARE IS not: (i) downloaded, exported, re-exported or transferred, directly or indirectly, contrary to any applicable law, or (ii) used for any purpose prohibited by applicable national and international export regulations or (iii) delivered to persons/entities otherwise ineligible to use the SOFTWARE.

11. ADDITIONAL LIMITATIONS FOR CERTAIN SOFTWARE

CARMEN FF Single: licenced per CPU core usage, allowed to run on 1 CPU core

CARMEN FF Dual: licenced per CPU core usage, allowed to run on 2 CPU cores

CARMEN FF Quad: licenced per CPU core usage, allowed to run on 4 CPU cores

CARMEN K: allowed to run on 4 CPU cores and credit-based limitation of number of images processed as determined by Adaptive Recognition Hungary Zrt. time-to-time

CARMEN MMR: licence is connected to one of the following licences: CARMEN FF, CARMEN K, CARMEN GO, it can be run once for every licence plate reading

CARMEN OCR (ACCR/UIC) Single: licenced per CPU core usage, allowed to run on 1 CPU core

CARMEN OCR (ACCR/UIC) Dual: licenced per CPU core usage, allowed to run on 2 CPU cores

CARMEN OCR (ACCR/UIC) Quad: licenced per CPU core usage, allowed to run on 4 CPU cores

CARMEN GO – 1 LANE: licenced per number of video streams / lanes, 1 video stream can be processed

CARMEN GO – 2 LANEs: licenced per number of video streams / lanes, 2 video stream can be processed

CARMEN GO – 4 LANEs: licenced per number of video streams / lanes, 4 video stream can be processed

CARMEN GO – 8 LANEs: licenced per number of video streams / lanes, 8 video stream can be processed

CARMEN GO – 8/1 LANEs: licenced per number of video streams / lanes, 8 video stream can be processed 1CPU allowed to be used for processing

CARMEN NANO: can be used on one Jetson Nano devices

CARMEN BOX: can be used on one Jetson Nano devices

Software’s on Adaptive Recognitions cameras: licence bound to camera

Documentum reading software: licence bound to document reader

All Software is allowed to use only with predefined knowledge (that is the so-called Engine type). The Engine type determines what specific task(s) (for example but not limited to: reading licence plates from a geographical area or country(s), or reading specific codes such as ISO6364, etc.) was the Software trained for. No User allows to use the Software for other task as defined by Adaptive Recognition Hungary Zrt. when granting the certain Software without the previous written explicit consent of Adaptive Recognition Hungary Zrt.; the Engine type is indicated on the related invoice.