Terms and Conditions
by Ashmanov Neural Networks Inc.
Last updated on 8 April, 2019.
1.	DEFINITIONS.
INSTANCE - means a copy of Software installed within a single operating system environment or virtual machine image.
DOCUMENTATION - means the user guides and manuals for Software, including additional, updated or revised documentation, if any, provided by Ashmanov Neural Networks to Customer for Customers own internal business purposes.
ORDER FORM - means the cover sheet to this Agreement, online marketplace shopping cart, or any subsequent order form for additional Products, or Services that has been accepted by Ashmanov Neural Networks or Cloud Infrastructure Provider.
PRODUCT means the Software, Configuration, Technical Support and other services provided by Ashmanov Neural Networks hereunder.
USER - means an individual who is authorized by Customer to use, has access to or receives any benefit of exposure to, the specified Product, regardless of whether the individual is actively using the Product at any given time.
СONFIGURATION - means the software setting included to the Instance.
SOFTWARE - means the software programs described on an Order Form, related Documentation, Cloud Licence Key provided by Ashmanov Neural Networks, and updates and enhancements made to the foregoing pursuant to Technical Support or other services.
TECHNICAL SUPPORT - means the support services described on an Order Form.
2.	PRODUCTS AND LICENSE.
2.1 License Grant. Ashmanov Neural Networks grants Customer a nonexclusive, nontransferable (except in connection with a permissible assignment per Section 12.2), nonsublicensable license to install, run and use the Software for Customers internal business purposes, which includes the internal business purposes of any subsidiaries that Customer controls either directly or indirectly. Customers use is subject to the applicable per instance, user, run environment, field of use and other restrictions described on the Order Form.
2.2 License to Make Customer Configuration. Ashmanov Neural Networks further grants to Customer the right to modify and adapt Software Configuration for Customers internal business purposes.
2.3 License Term. Each Software license is granted for the time period specified in the Order Form pursuant to which the Software is provided to Customer.
A subscription license continues for the term stated in the applicable Order Form or, if no such term is stated, then for one year, in either case subject to the provisions of this Agreement; provided that certain online marketplaces may not state any term and in those cases the term is month to month.
2.4 Renewal. The subscription term will automatically renew for a period equal to the initial term unless either party notifies the other in writing at least thirty (30) days prior to expiration of the then current term, so long as Ashmanov Neural Networks makes the Products available. Ashmanov Neural Networks will invoice Customer for the subscription fees at the list prices in effect at the time of renewal.
 2.5 Restrictions. Customer shall not, and shall not allow others to:
(i) cause or permit the reverse engineering, disassembly, or decompilation of any portion of any Products; (ii) remove any copyright notices or other proprietary notices or restrictions from any of the Products; (iii) knowingly disclose results of any benchmark or other performance tests to any third party without Ashmanov Neural Networks prior written consent; or (iv) distribute, sell, sublicense, rent, lease or use the Products (or any portion thereof) for time sharing, hosting, service provider or similar purposes. 
2.6 Ownership. The Products constitute proprietary works of Ashmanov Neural Networks and its licensors, protected by copyright and other intellectual property laws. Except for the rights granted herein, Ashmanov Neural Networks and its licensors retain all rights, title and interest, including all intellectual property rights, in the Products and the Documentation. The terms purchase and sale in reference to the Products notwithstanding, it is expressly agreed by the parties that title to the Products does not pass to Customer and Customers rights with respect to the Products will only be that of a licensee.
2.7 No Transfers. The Products may not be transferred or redistributed to any third party, except in connection with a permissible assignment pursuant to Section 12.2. Customer may not permit access or use of the Products by any third party, except Customers employees and contractors performing services for Customers benefit. Customer may transfer the Products to another location within Customers organization or that of a contractor performing services for Customers benefit.
3.	TECHNICAL SUPPORT.
3.1 Support Terms. Ashmanov Neural Networks will provide the level of Technical Support specified in the applicable Order Form subject to payment of applicable support fees and this Agreement. Unless otherwise specified in the applicable Order Form, a term of Technical Support is coterminous with the applicable Products. Customer may renew Technical Support by advance payment of the Technical Support fees for the applicable Products, so long as made commercially available by Ashmanov Neural Networks.
3.2 Training. Customer is responsible for providing support to Users. Technical Support does not include training or consultation regarding configuration or implementation.
3.3 Customer Use. In order to minimize the burden of Ashmanov Neural Networks support obligations, Customer will use good faith efforts to minimize the effects of any Product problem consistent with industry standards, including (i) adequate testing prior to live usage and (ii) a review of Customer procedures at reasonable intervals. Customer also agrees to make provisions for the backup of data transmitted, received, generated or used in conjunction with the Products. Ashmanov Neural Networks shall not be responsible for any loss or corruption of any such messages or data.
4.	INVOICING, PAYMENT AND RECORDS.
4.1 Payment Terms. All fees due under this Agreement are payable in U.S. dollars only. Payment terms for Software licenses, related Technical Support and other services will be set forth on each Order Form. If not set forth, all fees for Ashmanov Neural Networks products or services will be due thirty days from the date of Ashmanov Neural Networks invoice. All fees are non-cancelable and non-refundable, except as expressly provided in this Agreement. Customer will reimburse Ashmanov Neural Networks for all reasonable costs incurred (including attorney’s fees) in collecting past due amounts. Customer shall be responsible for any taxes, duties or withholdings based on Customers order (excluding taxes based on Ashmanov Neural Networks income) that are timely invoiced.
4.2 Compliance. On Ashmanov Neural Networks written request, but not more frequently than annually, Customer will furnish Ashmanov Neural Networks with a signed statement verifying that the Products are being used in full compliance with the provisions of this Agreement.
5.	CONFIDENTIAL INFORMATION.
5.1 Confidential Information means
(i) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, algorithms, business plans, customer data, customer lists, customer names, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, knowhow, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets or any other information which is designated as confidential, proprietary or some similar designation and (ii) any information otherwise obtained, directly or indirectly, by a receiving party through inspection, review or analysis of the materials described in clause (i). Information disclosed orally shall be considered Confidential Information only if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information of a third party that is in the possession of one of the parties and is disclosed to the other party under this Agreement. Confidential Information includes, without limitation, any Products, related documentation, specifications, pricing, disclosures in connection with Services or Technical Support and the terms and conditions of this Agreement. Confidential Information shall remain the sole property of the disclosing party or its licensors.
5.2 Nondisclosure. Information/items will not be considered as Confidential Information if the receiving party can establish by documentary evidence that the information is or was: (i) lawfully available to the public through no act or omission of the receiving party; (ii) in the receiving party’s lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; (iii) lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) independently developed by the receiving party. The parties agree, both during the term of this Agreement and for a period of five (5) years (or, as applicable, with respect to Confidential Information that is a trade secret, for an indefinite period) after its termination, to hold each others Confidential Information in confidence and not to disclose such information in any form to any third party without the express written consent of the disclosing party, except to employees and consultants performing services for the benefit of the receiving party who are under a written nondisclosure agreement protecting the applicable Confidential Information in a manner no less restrictive than this Agreement.