S100 OpenExplorer

# #S100 Algorithm Toolchain License Agreement

Attention

IMPORTANT NOTICE - Please read the following terms carefully before using the Toolchain.

If you are under 18 years old or have not obtained the neecessary authorization, or if you do not accept any and all of the following terms, please refrain from using the Toolchain. By using this Toolchain, you are affirming that you are fully aware of, understand and acceptthe following terms.

This [S100 Algorithm Toolchain License Agreement] (hereinafter refered to as the "Agreement") is entered into and between you (whether an individual, an enterprise or other entity, all ssimply referred to as "You") and Horizon which governs your use of the toolchain software package and related documentation materials (referred to as the "Toolchain") provided by Horizon.

1. Definition

   a. "Intellectual Property Rights" refer to the intellectual property rights and other intangible rights stipulated by the laws of any jurisdiction, including but not limiited to patents (invention patents, utility model patents, design patents, etc.), copyrights (including property rrights and moral rights), trademarks, trade names, packaging, decoration, data, databases, trade secrets, confidential information, know-how, proprietary technology, regardless of whether the rights are registered or unregistered. Without limiting the foregoing, the Intellectual Property Rights hereunder also include the rights to apply, be granted, renewed or extended, and to claim priority, as well as all present and future similar or equivalent rights.

   b. "Open-Source Software" means the third-party software introduced by Horizon during the development of the Toolchain, each subject to its own license.

   c. "Affiliates" means any other legal entity that, directly or indirectly,controls, is controlled by, or is under common control with the party; "Control" including the related terms "controlled" and "is under common control", means having the power, whether present or future, directly or indirectly, through voting rights, contractual arrangements or otherwise, to determine the direction of the management and policies of a controlled legal entity; and, without prejudice to the foregoing, any legal entity shall be deemed to have such power of control over any controlled legal entity to the extent that such legal entity owns or controls at least fifty percent (50%) of the voting and/or proxy voting power of any outstanding voting stock or other form of ownership interest in such controlled legal entity.

2. License

   a. Subject to your compliance with the terms of this Agreement, Horizon grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license (at any time) to install and use copies of the Toolchain.

   b. Horizon reserves all rights that are not expressly granted to You. Except for the license expressly granted to You in Article 2.a hereof, nothing in this Agreement shall be construed as licensing or transferring any ownership, Intellectual Property Rights or other interests to You by express, implied or any other means.

3. Open-Source Software

   a. When using Open-Source software, you must comply with the mandatory provisions of their respective licenses regarding copyright notices, disclaimers, and retention of notices.

   b. Although this Agreement prohibits external distribution, you must retain all copyright and license texts embedded in the Toolchain and may not remove or alter them.

   c. The names of the principal open-source software and their license types shall be set forth in summary form in the Toolchain documentation, solely for your internal reference and compliance review.

4. Limitations

   The following limitations and restrictions apply to your use of the Toolchain. You are responsible for the consequences of non-conformance with these limitations:

   a. You shall not modify the Toolchain in any form;

   b. You shall not reverse engineer, disassemble, decompile the Toolchain, or attempt in any other manner to obtain source code, internal structure or design of the Toolchain;

   c. Except as expressly authorized herein, You shall not sell, lease, sublicense, distribute, transfer or in any other form to provide or disclose the Toolchain to any third party;

   d. When using the Toolchain, you shall not take any actions that would cause the entire Toolchain or any part thereof to be subject to any open-source software license agreement. Furthermore, you shall take reasonable and necessary measures to ensure that the Toolchain is not deemed a "derivative work," "modified version," or "extension based on open-source programs" under any open-source software license. This is to prevent the Toolchain from being compelled to disclose relevant source code or technical details to the public, or from being subject to other usage restrictions arising from the contagious nature, source code disclosure requirements, or other restrictive provisions of such open-source software license agreements;

   e. You shall not remove any copyright or other proprietary rights statements or labels from the Toolchain;

   f. You shall not use the Toolchain for the purpose of developing competing products or technologies or assisting a third party in such activities;

   g. You shall not apply for or register any form of Intellectual Property Rights regarding the Toolchain in any jurisdiction. Otherwise, You shall immediately transfer, as required by Horizon, such Intellectual Property Rights to Horizon or a third party designed by Horizon free of charge;

   h. You shall not utilize the Toolchain to support any infringement or unfair competition lawsuits or any similar claims against Horizon, Horizon's suppliers, and their respective customers, nor file any applications that may undermine or affect the validity of the registered or applied Intellectual Property Rights of Horizon, Horizon's Affiliates, Horizon's suppliers, and their respective customers

5. Disclaimer

   a. THE TOOLCHAIN IS PROVIDED BY HORIZON ON AN "AS IS" BASIS. HORIZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED) RELATING TO OR ARSING UNDER THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, CORRECTNESS, ACCURACY, INTEGRITY, RELIABILITY, PERFORMANCE OR NON-DEFECT, NOR WILL ASSUME ANY QUALITY LIABILITY FOR ANY KNOWN OR UNKNOWN ERRORS OR DEFECTS, INCLUDING BUT NOT LIMITED TO PROVIDING NOTICES, CORRECTIONS, MODIFICATIONS OR RELEASING UPGRADE PATCHES. WITHOUT LIMITING THE FOREGOING, HORIZON DOES NOT WARRANT THAT THE TOOLCHAIN WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT ANY CERTAIN CONTENT WILL BE AVAILABLE, OR THAT THE TOOLCHAIN IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

   b. UNDER NO CIRCUMSTANCES SHALL HORIZON BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES SUFFERED BY YOU ARISING FROM THE USE OR INABILITY TO USE PART OR ALL OF THE TOOLCHAIN, INCLUDING BUT NOT LIMITED TO LOSSES FOR THE LOST REVENUE, PROFITS, DATA OR BUSINESS INTERRUPTION, COSTS OF PROCURING SUBSTITIVE GOODS, AND THIRD-PARTY CLAIMS RELATING TO INTELLECTUAL PROPERTY INFRINGEMENT OR UNFAIR COMPETITION, ADN EVEN IF HORIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   c. You agree to indemnify Horizon and its Affiliates, employees, customers, partners and other relevant personnel against any claims, liabilities, damages, losses or costs arising from your use of the Toolchain, including but not limited to third-party claims and legal fees.

6. Feedback

   You may, but not are obligated to, provide suggestions, requests, modifications, improvements or other feedback related to this Toolchain(collectively referred to as "Feedback") to Horizon or a Horizon Affiliate. If you provide Feedback, the relevant Intellectual Property Rights thereof shall belong to Horizon.

7. Termination

   a. If You fail to comply with any terms of this Agreement, or if You initiate or participate in any lawsuits, arbitrations or any legal action against Horizon, its Affiliates, and/or its customers based on the Toolchain, Horizon is entitled the right to immediately and unilaterally terminate this Agreement. You must cease using the Toolchain and destroy all copies of the Toolchain in your possession once the Agreement is terminated.

   b. You may terminate this Agreement at any time by ceasing to use the Toolchain and destroying all copies of the Toolchain in your possession.

   c. Except for Article 2("License") of this Agreement, all other provisions hereof shall survive the termination of this Agreement.

8. Assignment

   You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Horizon, and any attempt to do so shall be void and null.

9. Export Control Compliance

   a. You agree and undertake (i) to strictly comply with all applicable laws and regulations relating to import and export control and economic sanctions including China, the European Union and the United States of America (collectively referred to as "Trade Control Laws and Regulations", including but not limited to the Export Administration Regulations (EAR) of the U.S. government); and (ii) not to violate the restrictive provisions of Trade Control Laws and Regulations on items, destinations, end users, and end uses.

   b. By accepting this Agreement, you confirm that you are not a resident or citizen of any sanctioned countries/regions and that you are not otherwise prohibited from receiving the Toolchain.

   c. If required by authorities or Horizon to conduct an export control compliance review, You shall, upon receipt of such request, promptly provide authorities or Horizon with information regarding the end users, destinations, and end uses related to the Toolchain, and cooperate with the compliance review.

   d. Notwithstanding any other provisions of this Agreement, Horizon has the right to terminate this Agreement immediately and unilaterally in the event that You violate the Export Control Laws and Regulations, or you and your Affiliates are listed on any sanction lists of individual or entities prohibited by the relevant government from engaging in export activities(collectively "Sanction Lists"). You shall immediately cease to use the Toolchain and destroy all copies of the Toolchain in your possession once the Agreement is terminated.

10. Laws and Jurisdiction

    a. The conclusion, validity, interpretation, performance, and dispute resolution of this Agreement are subject to the laws of the People's Republic of China, excluding the application of the conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods.

    b. Both parties agree that in case of any dispute, they shall resolve it through friendly negotiation. If the negotiation fails, either party may submit the dispute to the Beijing Arbitration Commission ("BAC") for arbitration in accordance with the current rules of the Commission. The place of arbitration is in Beijing. The arbitral award is final and binding on You and Horizon.

11. Others

    a. Regarding the subject matter of the Agreement, the parties agree that the Agreement constitutes the entire and exclusive agreement between the parties regarding the use and offering of the Toolchain and supersedes all prior and contemporaneous communications and commitments. Any additional or different terms or conditions will not binding and are null and void. This Agreement can only be modified in writing by affixing the contract seal or official seal of both parties.

    b. If any provision of this Agreement is unenforceable or invalid for any reason, it shall not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

    c. This Agreement is available in both Chinese and English versions. In case of any inconsistency between the two versions, the Chinese version shall prevail.

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