End User Agreement Clickwrap Dataset – updated 3 Jul 2022

Please read carefully the terms and conditions of this End User Dataset License Agreement (“Agreement”). It contains very important information about Your rights and obligations, as well as limitations and exclusions that apply to the Dataset (as defined below). It likewise contains a dispute resolution clause. If You do not agree to be bound by this Agreement and comply with its terms and conditions You may not use the Dataset and no license is hereby granted.   End User Dataset License Agreement (“Agreement”) YOU AGREE AND ACKNOWLEDGE THAT COGNATA LTD.’S (“COGNATA”) AGREEMENT to provide you with a LICENSE TO USE THE dataset IS based on your ACCEPTANCE AND Your AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT and to ABIDE BY THIS agreement. by CLICKING THE “I ACCEPT” BUTTON or checking the appropriate box on cognata’s webpage signifying your consent to be bound BY this agreement, OR BY YOUR USE OF THE dataset (COLLECTIVELY, “aCCEPTANCE ACT”) you are signifying your acceptance AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF this Agreement AND TO ABIDE BY THEse terms and conditions, without any qualification or exception. YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR acceptance ACT SIGNIFIES THAT YOU have read and understood: (I) THIS AGREEMENT; AND (II) ANY OTHER SUPPLEMENTAL TERMS AND POLICIES THAT THIS AGREEMENT EXPRESSLY INCORPORATES BY REFERENCE. THE earliest date of SUCH ACCEPTANCE ACT shall be deemed as the “Effective date”; AND (III) BECAUSE ALLOWING YOU ACCESS TO THE DATASET will be DONE IN WHOLE OR IN PART IN ISRAEL AND COGNATA IS AN ISRAELI COMPANY, THIS AGREEMENT IS TO BE DEEMED TO HAVE SUFFICIENT CONNECTIONS TO ISRAEL FOR JURISDICTIONAL MATTERS.   BY THE ACCEPTANCE ACT you are HEREBY agreeing to thE TERMS AND CONDITIONS OF THis Agreement.   “You” or “your” refers to you as an individual if you shall be using the dataset on your own behalf, and if you shall be using the dataset on behalf OF AN entity/organization/COMPANY/governmentAL ENTITY “You” and “Your” refer to THAT entity/organization/COMPANY/governmentAL ENTITY. if you shall be using the dataset on behalf OF entity/organization/COMPANY/governmentAL ENTITY yOU HEREBY REPRESENT AND UNDERTAKE that you have the authority to bind that entity/organization/COMPANY/governmentAL entity to THIS AGREEMENT (You and Cognata may be referred to herein as A “Party” or collectively as “Parties”)   IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “I ACCEPT” BUTTON, DO NOT check the appropriate box on cognata’s webpage signifying your consent to be bound this agreement AND DO NOT USE THE dataset.   By entering into thIS Agreement, You hereby irrevocably and unconditionally waive any Law applicable to You requiring that the Agreement be localized to meet Your language or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.   COGNATA RESERVES THE RIGHT TO UPDATE, AMEND, AND/OR MODIFY THIS AGREEMENT FROM TIME TO TIME BY POSTING NEW TERMS ON ITS WEBPAGE, AND ANY USE OF THE DATASET AFTER SUCH TERMS HAVE BEEN POSTED SHALL BE DEEMED AS ACCEPTANCE BY YOU OF THE NEW TERMS.  
  1. Definitions

In this Agreement the following terms shall have the meaning set out next to them (other terms are defined in other Sections):

“Commercial Use” means any use by You of the Dataset for profit making purposes and/or for any other commercial purpose.

“Dataset” means those synthetic images and/or video and/or other media and/or data provided and/or which will be provided by Cognata to You.

“Derivative Work” means any work that is based on, or derived from, or generated from, or incorporating any of the images and/or video and/or other media in the Dataset or otherwise using the Dataset, including any modification or revision of such images, video, or other media, and regardless of the form or the medium of such work. A work that is based on or derived from or incorporating any of the images and/or video or other media in a Derivative Work of the Dataset is also considered Derivative Work of the Dataset.

"Intellectual Property Rights" means Israeli and United States: (i) patents, patent applications and patent rights, including any and all continuations, division, reissue or extensions thereof and all rights associated with the foregoing; (ii) rights associated with works of authorship, including copyrights and copyright applications and mask work rights whether or not registered; (iii) rights relating to the protection of trade secrets; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property and any other intellectual property rights recognized by Israeli and United States law including trademarks, service marks and applications thereof, trade names and packaging and all goodwill associated with the same; and (vi) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights.

“Period of Use” unless Cognata expressly agreed otherwise means a period of three (3) years commencing on the date Cognata provided You with a copy of the Dataset. Cognata in its sole discretion may extend the Period of Use beyond the initial period.

“Research Use” means a use of the Dataset as part of an academic research or for educational use. Commercial use is expressly excluded from Research Use.

 
  1. Grant of a License
  1. Limited Use of the Dataset.
    1. Cognata hereby grants You a license to a copy of the Dataset subject to Your compliance with the terms and conditions of this Agreement. The license is limited, non-exclusive, non-transferable, non-assignable (by operation of law or otherwise), non-sub-licensable and revocable license to use such copy (or copies) by You only as an end user and only during the Period of Use. You shall not use any copy of the Dataset after the earlier of the expiration of the Period of Use or termination of this Agreement, following which You shall delete all copies of the Dataset in Your possession.
    2. Use only for Research Use. You shall use the Dataset only for Research Use.
    3. Not a Sale. For the avoidance of doubt entering into this Agreement does not constitute a sale, but a grant of a license to use the Dataset in accordance with the terms and conditions of this Agreement. Other than the right to use the Dataset in accordance with the license granted herein, You do not and shall not acquire any rights in or to or related to the Dataset (including for the avoidance of doubt in or to the Intellectual Property Rights therein), express or implied.
    4. Reservation of Rights. All rights not expressly granted by Cognata in this Agreement with respect to the Dataset are hereby expressly reserved by Cognata.
  2. Restrictions. You hereby undertake that You shall not (and You have no right to):
    1. sell, rent, lease, lend, sublicense, outsource, host, act as a service bureau, assign, timeshare, disclose, disseminate, distribute, transmit, or circulate the Dataset (including any portion thereof) to any third party; and/or
    2. disclose the Dataset (including any portion thereof) to any third party; and/or
    3. use the Dataset (including any portion thereof) other than as expressly permitted under this Agreement; and/or
    4. create Derivative Works of (and/or based upon) the Dataset (including any portion thereof), and if despite the prohibition of creating Derivative Works, You do create a Derivative Work of the Dataset (including any portion thereof) any and all Derivative Works of the Dataset (including any portion thereof) will be owned by Cognata. You hereby assign all right title and interest in and to all the Derivative Works of the Dataset to Cognata. Such assignment shall be effective upon the creation of the Derivative Work and shall be effective automatically without the need by either party to take any action to effect such assignment. You agree to execute any necessary documentation, to transfer ownership in such Derivative Works to Cognata to the extent necessary; and/or
    5. alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within the Dataset (including any portion thereof); and/or
    6. attempt to do or permit anyone to do any of the above (a-e).
 
  1. Intellectual Property in the Cognata Software

Cognata is the proprietor of the Dataset. Cognata retains all right title and interest in and to the Dataset including any and all Intellectual Property Rights therein, and likewise retains all right, title and interest in and to any Derivative Works of the Dataset including any and all Intellectual Property Rights therein. Except for the limited license to use the Dataset as authorized by Cognata, You shall have no other right title or interest in or to the Dataset.

 
  1. Confidential Information.
    1. The Dataset constitutes confidential information of Cognata.
    2. You shall: (i) not disclose the Dataset (including any portion thereof) to any third party; (ii) keep the Dataset (including any portion thereof) confidential; (iii) not make use of the Dataset (including any portion thereof) except as permitted under this Agreement; and (iv) destroy the Dataset (including any portion thereof) upon the expiration of the Period of Use or termination of this Agreement.
    3. In the event that You become legally compelled (under a court order, or any other body having similar authority over You) to disclose any portion of the Dataset, You shall provide Cognata with prompt notice thereof and You shall not divulge any portion of the Dataset until Cognata has had the opportunity to seek a protective order or other appropriate remedy to curtail such disclosure. If such actions by You are unsuccessful, or Cognata otherwise waives its right to seek such remedies, You shall disclose only that portion of the Dataset which You are legally required to disclose.
    4. The confidentiality and non-use obligations set out herein shall continue for a term of five (5) years from the Effective Date and these obligations shall survive the expiration (or termination) of this Agreement.
 
  1. Attribution

In a manner reasonably satisfactory You shall cause to be displayed in all public materials which You publish (or submit for publication) which are based on Your research which was conducted using the Dataset that the research was conducted using the Dataset with a link to Cognata’s website.

 
  1. Consent to the Use of Personal Information

To the extent required or permitted by law, You hereby expressly consent to the use of Your name in Cognata’s customer lists and promotional materials, and for the processing of Your information for the purpose of performing this Agreement. Further information about Cognata’s processing of personally identifiable data is available at https://www.cognata.com/privacy-policy/ or can be provided by Cognata at Your request. To the extent required or permitted by law, Cognata may also process personally identifiable information (i) in order to comply with a legal obligation to which Cognata is subject; (ii) as is necessary for the performance of this Agreement; and (iii) where necessary for Cognata’s legitimate interests, except where such interests are overridden by Your interests or Your fundamental rights and freedom which require protection of personally identifiable information.

 
  1. Disclaimer of Representations and Warranties

COGNATA ITS affiliates, resellers, distributors, representatives, Third-Party Apps and Services providers, and vendors MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE DATASET including without limitation any representations and warranties of merchantability, satisfactory quality, fitness for a particular purpose, free from defects, AND/or non-infringement. THe DISCLAIMER OF REPRESENTATIONS AND WARRANTIES herein WITH RESPECT TO THE dataset CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE dataset IS AUTHORIZED HEREUNDER (AND NO RIGHT TO USE THE dataset IS GRANTED) EXCEPT UNDER THIS DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE LICENSE IS PROVIDED ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." COGNATA DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF THE dataset.

 
  1. Exclusions and Limitation of Liability

If you have any basis for recovering damages (including breach of this agreement), you agree that your exclusive remedy is to recover from COGNATA direct damages up to an amount equal to us$ 10. You can't recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose and even if cognata knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to this agreement, the research use contemplated herein, and/or the dataset. YOU AGREE THAT YOU MAY NOT RECOVER ANY DAMAGES FROM any affiliates, resellers, distributors, representatives, Third-Party Apps and Services providers, and vendors OF COGNATA.

 
  1. Period of Use and Termination
  1. This Agreement comes into effect on the Effective Date and unless terminated earlier shall continue until the lapse of the Period of Use.
  2. Either Party may terminate this Agreement if the other Party breaches this Agreement, and it fails to cure such breach within fourteen (14) days of notice thereof. In addition, Cognata may terminate this Agreement if a receiver is appointed to You, or if You file for or has filed against You, liquidation, bankruptcy, insolvency or analogous proceedings which are not dismissed within 60 days after the receiver’s appointment, or the filing of the liquidation, bankruptcy, insolvency or analogous proceedings. Likewise, either Party may terminate this Agreement by written notice to the other Party with or without cause, upon thirty (30) days written notice.
  3. Upon the earlier of the termination of this Agreement (or expiration of the Period of Use): (i) You shall cease the Use of the Dataset; and (ii) You shall destroy and permanently erase all copies of the Dataset in Your possession or control, and, upon request, forward written confirmation to Cognata that all such copies have been destroyed and permanently erased.
  4. In the event of a termination of this Agreement (or expiration of the Period of Use), all the terms and conditions of this Agreement which by their nature are intended to survive termination/expiration shall survive such termination/expiration: 2B (restrictions), 3 (Intellectual Property), 4 (Confidential Information), 7 (Disclaimer of Representations and Warranties), 8 (Exclusions and Limitation of Liability), 9C and D (Period of Use and Termination), and 10 (Miscellaneous).
 
  1. Miscellaneous.
  1. Force Majeure. A party is not responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by it; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of that party.
  2. Feedback. Cognata shall have all right, title and interest, including, without limitation, all Intellectual Property Rights, to freely use any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the Dataset (“Feedback”) without any obligation or payment to You. The right granted herein to the Feedback is perpetual, irrevocable, royalty free, worldwide right (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
  3. Entire Agreement. This Agreement is the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other proposals, communications, verbal or written between the parties regarding the subject matter hereof. No representation or statement not expressly contained in this Agreement will be binding on any party.
  4. Amendments. This Agreement may not be modified or amended except in a writing executed by both parties.
  5. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition but shall apply solely to the specific event to which such waiver is directed.
  6. Export. The export law of the State of Israel applies to the Dataset. You undertake to comply with Your local export law as well as Israel’s export control law with respect to the Dataset.
  7. Assignment. Cognata may assign its rights or obligations pursuant to this Agreement, upon such assignment it will notify You of such assignment. You agree not to assign any rights or obligations under this Agreement; any attempted assignment in contradiction to the above shall be null and void.
  8. Invalid Term or Condition. If any part of this Agreement shall be deemed invalid, illegal or unenforceable such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
  9. Governing Law and Jurisdiction. The laws of the State of Israel (without giving effect to its conflict of laws rules) govern all matters arising out of or relating to this Agreement, including without limitation, its validity, interpretation, construction, performance, enforcement, and termination. The United Nations Convention on Contracts for the International Sale of Goods and its provisions shall not apply to this Agreement and its provisions are hereby disclaimed. The competent courts of Tel-Aviv, Israel shall have exclusive jurisdiction with respect to any dispute or disagreement arising out of or relating this Agreement regardless of the cause of action whether in contract, tort or other theory of liability, and You hereby consent to their exclusive jurisdiction. Notwithstanding the foregoing, Cognata may in its sole discretion file a claim against You for a breach of this Agreement in any court having jurisdiction over You regardless of the exclusive jurisdiction terms above.
  10. Notices. All notices required or permitted to be given hereunder shall be in writing and in English, shall make reference to this Agreement, and shall be delivered either by hand, dispatched by prepaid courier, registered mail, or by email, addressed to the relevant Party's address set out in the heading of this Agreement (and if by email: if to Cognata to:  danny@cognata.com and if to You: your email address as provided to Cognata). Such notices shall be deemed served on the earlier of: (1) their actual receipt by the addressee, or (2) within seven (7) days of their dispatch, and if delivered by email, one day after it was sent provided no undeliverable message has been generated in respect of such email. Both Cognata and You may give written notice of a change of address, and after notice of such change has been received, any notice shall thereafter be given at such changed address.
  11. Localized Language. By entering into the Agreement, You hereby irrevocably and unconditionally waive any law applicable to You requiring that the Agreement be localized to meet Your language.