1. EDK Licence Version 1.05
The terms and conditions contained in this EDK Licence (Agreement) constitute a legally binding contract between Elara AI Pty Ltd ACN 627 124 903 (Licensor, Elara, We, Our, Us and other similar terms) and apply to the right to use the Software on the terms and conditions contained herein (Licensee, Subscriber, EDK Developer, You, Your and other similar terms). “Subscriber” means the individual or legal entity that has agreed to use the EDK on the terms and conditions contained in this Agreement.
Each of Elara and the Subscriber are Parties to this Agreement and individually they are a Party.
The contact information for the Licensor is as follows:
Elara AI Pty Ltd ACN 627 124 903 c/o Level 1 112 Barry Parade Fortitude Valley QLD 4006
PO Box 454 Spring Hill QLD 4004
1.1 Offer to enter into this EDK Licence
The terms and conditions in this Agreement amount to an offer by You to Elara to enter into this Agreement.
(a) You acknowledge and agree that You have had sufficient opportunity to read and understand the terms and conditions by which We are prepared to accept Your Offer and that You are legally able to make it. (b) You acknowledge that these terms and conditions were brought to Your attention prior to making the Offer to enter into this Agreement. (c) In making the Offer, You warrant that You are legally able to enter into this Agreement because You are over 18 years old.
If You are not prepared to be bound by the terms of this Licence, You must not continue.
In this Agreement, unless the context or subject matter otherwise require:
Artifact means an element of the Software.
Commencement Date means the date that this EDK Licence was brought to Your attention and you accessed the Downloadable Packages.
Command-Line Interface (CLI) means processes and commands that are provided to the Software in the form of lines of text made available through the EDK.
Configuration means the selected programmable options of the EDK to be performed by EDK Developers that make the Elara Execution Engine function to a User's liking.
Elara Server Licence means a Licence to the Elara Execution Engine.
Data means music, speech or other sounds, text, visual images (animated or otherwise) in any form, or in any combination of forms as defined in Schedule 7 of Broadcasting Services Act 1992 (Cth), including but not limited to, data files, graphics images, messages, photographs, sounds, videos, written text and any other like materials. Derivative Work means a class of literary work that is embodied in computer code, based on or adapted from the Downloadable Packages without accessing or modifying its underlying Source Code.
Downloadable Packages means each of:
- @elaraai/cli that are made available by Elara or an EDK Developer.
EDK means the Elara Development Kit that is a set of libraries comprised of the Downloadable Packages.
EDK Licence means the terms and conditions in this Agreement that applies to the Subscriber use of the EDK.
Intellectual Property means all industrial and intellectual property rights including, without limitation, patents, copyright, right to extract information from databases, data contained in databases, design rights, trade secrets, trademarks, rights of confidence, and all forms of protection of a similar nature or having a similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them).
Licence Header means the notice that is applied by Elara to the Downloadable Packages to put Subscribers on notice of its ownership of EDK.
Software means the EDK and its executable form that is licensed from Elara.
EDK Developer means a person who is a Party to this EDK Licence or authorised by a Subscriber to access and use the EDK.
Subscriber means the Party to this EDK Licence that is not Elara AI.
Update means an update to EDK libraries and CLI that is made available to EDK Developers.
User means an EDK Developer who is authorised to use the EDK by a Subscriber that is a Party to an this EDK Licence.
Version means a set of rules and requirements that dictate how version numbers are assigned and incremented for major, minor and patches (Updates) to the Software, implemented in compliance with Semantic Versioning 2.0.0 provided byhttps://semver.org.
2. Grant of right to use the EDK
On acceptance of this Agreement, the Licensor grants the Subscriber a non-exclusive, non-transferrable, royalty free, non-sublicensable, limited right to use the EDK to create Derivative Works on the terms and conditions contained in this Agreement.
2.1 Use of the EDK
(a) In using the EDK Subscribers agree: (i) not interfere with the Licence Header if the EDK is being distributed; (ii) to use it only for the purpose for which it was provided to You; (iii) otherwise comply with its obligations contained in this Agreement; and (iv) that the Source Code of the EDK is confidential information belonging to Elara.
2.2 Ownership of Derivative Works
(a) The Subscriber owns all Derivative Works on their creation and retains all right, title and interest in the Configuration created. (b) The Subscriber acknowledges that: (i) You do not acquire any Intellectual Property rights, either express or implied, in the Source Code of the EDK; and (ii) You do not need to be able to access the Source Code of the EDK in order to use it.
2.3 Payment of Fees
The EDK is licensed to You for use at no cost, pursuant to compliance with the terms of this EDK Licence.
2.4 Enhancements and upgrades
The Licensor and the Licensee acknowledge that: (a) You must not make any enhancements to Source Code of the EDK at any time; (b) this Licence Agreement does not create any obligation to on the Licensor to provide updates to the EDK at any time; (c) You will have the right to use any Derivative Works that You create using the EDK pursuant to this clause without additional cost, fee, charge, royalty, duty, tax or other impost by operation of this Licence.
3. Specific prohibitions
3.1 Prohibition against Reverse engineering
3.2 Effect of breach of this clause
If the Licensor in its sole discretion (and acting reasonably) determines that You have engaged in any of the above acts, Your right to use the EDK is immediately terminated.
3.3 Disclaimer of warranties and limitation of liability
The EDK is Licensed to Subscribers without charge, and is provided on an as is where is basis, without any warranty of any kind (express or implied) including the warranty that it is fit for purpose. In no event will the Licensor be liable for any loss or damage caused by a Subscribers use of the EDK and under no circumstances is not responsible for any consequential losses caused because of Your use of the EDK.
3.4 Competition and Consumer Act 2010 (Cth)
If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to good or services supplied by the Licensor in connection with this agreement and the Licensor’s liability for failing to comply with that guarantee cannot be excluded but may be limited, clause 3.3 does not apply to that liability and instead the Licensor’s liability for such breach is limited at the option of the Licensor to the: (a) replacement of the EDK or supply of equivalent products; (b) repair of the EDK; or (c) payment of the cost of replacing the EDK or of acquiring equivalent products or of having the EDK repaired.
In this Agreement (a) a reference to: (i) one (1) gender includes the others; (ii) the singular includes the plural and the plural includes the singular; (iii) a person includes a body corporate; (iv) a document or instrument includes the document or instrumented as novated, altered, supplemented, or replaced from time to time; (v) a Party includes the Party’s executors, administrators, successors, and permitted assigns; (vi) a statute, regulation or provision of a statute or regulation (Statutory Provision) includes: I. that Statutory Provision as amended or re-enacted from time to time; and II. a statute, regulation or provision enacted in replacement of that Statutory Provision; (vii) time is to the time in the State of Queensland; and (b) including and similar expressions are not words of limitation; (c) where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning; headings and the table of contents (if any) are for convenience only and do not form part of this Licence or affect its interpretation; (e) where a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed or the event must occur on or by the next business day; and (f) a provision of this Licence must not be construed to the disadvantage of a Party merely because that Party was responsible for the preparation of this Licence or the inclusion of the provision in it.
3.6 Miscellaneous provisions
Governing law and jurisdiction - This Agreement is governed by the laws of Queensland, Australia and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia. Entire agreement - This document contains the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreements and understandings except as otherwise provided herein.