This Evaluation Agreement (“Agreement”) is a legal agreement by and between SYNTIN, Inc., a Florida corporation, on behalf of itself and its affiliates ("SYNTIN") and you, whether an individual or entity (“you” or “your”). SYNTIN and you are each a “party” and collectively the “parties.” This Agreement governs the use of certain SYNTIN artificial intelligence (“AI”) models, agents and software, learnt weights, algorithms, parameters, sensors (hardware and software), configuration files, datasets, libraries and documentation, if and when available (collectively, the “Licensed Materials”) that SYNTIN delivers to you under this Agreement.
This Agreement can be accepted only by an adult of legal age of majority in the country in which the Licensed Materials are used. If you don’t have the required age or authority to accept this Agreement, or if you don’t accept all the terms and conditions of this Agreement, do not use the Licensed Materials.
1 Licenses.
1.1. License Grant to You. The Licensed Materials made available by SYNTIN to you are licensed, not sold. Subject to the terms of this Agreement, SYNTIN grants you a non-exclusive, revocable, non-transferable and non-sublicensable (except as expressly provided in this Agreement) license to: (i) install and use copies of the Licensed Materials; (ii) modify and create Derivative Models of the Licensed Materials; and (iii) modify and create derivative works of software provided in source code format (“Derivatives”); provided that (i) through (iii) for the sole purpose of internal test and evaluation in systems with SYNTIN and without use in production (“Purpose”).
1.2. License Grant to SYNTIN. If you create Derivatives or Derivative Models, you grant SYNTIN a non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up and transferable license, under your intellectual property rights, to publicly perform, publicly display, reproduce, use, distribute (through multiple tiers of distribution), import, create derivative works of and otherwise commercialize and exploit at SYNTIN’s discretion any modifications and Derivative Models created by or for you, excluding any Derivative Model weights or parameters. You may, but are not required, to deliver Derivative Models to SYNTIN.
1.3. Derivative Models/Agents. “Derivative Models/Agents” mean all derivative works, adaptations, extensions or enhancements to the Licensed Materials, works based on the Licensed Materials, or any other model/agent that is created or initialized by transfer of patterns of the weights, parameters, activations or output of the Licensed Materials to another model/agent, to cause the other model/agent to perform similarly to the Licensed Materials, including distillation methods entailing the use of intermediate data representations or methods based on the generation of synthetic data by the Licensed Materials for training the other model/agent. If you create a Derivative Model/Agent or modify any files in the Licensed Materials, those modifications must carry prominent notices stating that you changed the files such that modifications are not misrepresented as the original Licensed Materials. Except as necessary to give attribution to works as described in this section, you are not granted any trademark license under this Agreement.
2 License Restrictions. You may not:
2.1 Use the Licensed Materials for any purpose other than as described in Section 1 above.
2.2 Sell, rent, license, sublicense, transfer or distribute or make available to others (beyond Authorized Users) any portion of the Licensed Materials or Derivative Models.
2.3 Reverse engineer, decompile, clone, copy or disassemble any portion of the Licensed Materials without express written authorization from SYNTIN.
2.4 Modify or create derivative works of the Licensed Materials, except as expressly granted in Section 1 above.
2.5 Use Licensed Materials to create or distribute to others any defamatory, obscene, pornographic, vulgar, offensive or violent content.
2.6 Use an output or artifact of the Licensed Materials or Licensed Material Derivatives to improve or develop any other AI model (excluding the Licensed Materials).
2.7 Change or remove copyright or other proprietary notices in the Licensed Materials.
2.8 Use the Licensed Materials in any manner that would cause them to become subject to an open-source software license; subject to the terms in the “Components Under Other Licenses” section below.
[Sections 3-16 remain unchanged except for replacing "INSIGHTCYBER" with "SYNTIN" throughout.]
This Agreement will be governed in all respects by the laws of the United States and the laws of the State of Florida, without regard to conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts residing in Miami-Dade County, Florida will have exclusive jurisdiction over any dispute or claim arising out of or related to this Agreement, and the parties irrevocably consent to personal jurisdiction and venue in those courts; except that either party may apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.
This Agreement constitutes the entire and exclusive agreement between the parties and supersedes all prior and contemporaneous communications. Any additional or different terms or conditions, whether contained in purchase orders, order acknowledgments, invoices or otherwise, will not be binding on the receiving party and are null and void. This Agreement may only be modified in a writing signed by an authorized representative of each party.