Academic Non-Commercial License Agreement

This Turi Non-Commercial License Agreement (this “Agreement”) is a binding contract between you and Turi, a Delaware corporation (“Turi,” “we,” or “us”), and governs your use of our binaries, Python source files, and directories of Python modules, application programming interfaces (APIs), executables, cloud web services, online, command-line, and print documentation, development and data importation tools, and other materials that we make available to you under this Agreement in connection with Turi’s GraphLab Create™ product, Turi Distributed™ product, and Turi Predictive Services™ product (collectively, the “Products”). For purposes of this Agreement, “you” means you individually and, if applicable, the company you represent.

1. Acceptance of Agreement. BY CHECKING THE “I ACCEPT” CHECKBOX AND INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THEN YOU DO NOT HAVE THE RIGHT TO USE THE PRODUCTS.

2. Modifications to Agreement. We may modify the terms and conditions of this Agreement at any time upon written (electronic mail sufficient) notice to you. We will provide this notice via email to the address you give us when you register to use the Products. Your continued use of the Products after such notice will constitute your acceptance of the modified Agreement. If you do not agree to the updated Agreement, you may terminate the Agreement by email notice in the manner described in Section 4.2 below.

3. License and Permitted Use; Restrictions.

3.1 License. We hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable right and license, during the term of this Agreement, to use the Products solely in accordance with: (1) the terms and conditions of this Agreement; (2) any published specifications or guidelines that we make available for the Products; and (3) solely for the Purpose (as defined below). Turi hereby reserves all rights not expressly granted in this Agreement.

3.2 Permitted Use. Subject to the limitations set forth in this Agreement, you may use the Products only: (a) for non-commercial uses excluding uses that will result in direct or indirect financial benefit to you, your employer, or a company for which you provide services; or (b) if you are a student, faculty, or staff of an academic institution (K-12, junior college, college, or university) for educational and non-commercial purposes only, excluding any use within the operational infrastructure of such institution, or any use that would result in direct or indirect financial benefit to you or your educational system (each, a “Permitted Use”)

3.3 Scope of Agreement. For avoidance of doubt, this Agreement does not grant you any right to use any current or future paid version of the Products.

3.4 Prohibited Uses. You agree not to do any of the following: (a) use the Products for commercial purposes or in a commercial environment; (b) “frame,” distribute, resell, or permit any third party to access the Products (except by using the Products to integrate or make features available through your application (“Your Application”) for educational and non commercial purposes only); (c) compile or use any information obtained through the Products for the purpose of direct marketing, spamming, or other unsolicited communications; (d) use the Products other than in compliance with all applicable federal, state, and local laws; (e) modify, translate, alter, disassemble, decompile, reverse engineer, attempt to gain unauthorized access to the Products, or attempt to discover the underlying source code or structure of the Products;

4. Term and Termination.

4.1 Term. This Agreement will begin when you accept it, and will remain in effect for 1 year at which time it must be renewed for continued use of the Products (the “Term”).

4.2 Termination for Convenience. Either party may terminate this Agreement at any time, for any reason, by written notice to the other party via email in accordance with Section 12 below. We may also suspend your access to the Products at any time upon written notice (including via email) to you.

4.3 Effect of Termination. Upon termination of this Agreement for any reason: (a) all rights and obligations of the parties will cease, except that the following sections of the Agreement will survive any such termination or expiration:

3.3, 3.4, 4.3, 5.2, 5.3, 6.1, and 7 through 12; and (b) notwithstanding any provision of a surviving section, you will have no further right to use the Products.

5. Representations and Warranties; Disclaimers.

5.1 General. Each party represents and warrants that it has the necessary authority to enter into this Agreement.

5.2 Disclaimer of Warranties. The Products is made available to you at no cost. ACCORDINGLY, WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PRODUCTS OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RESULTS TO BE OBTAINED. WE DO NOT WARRANT THAT THE PRODUCTS OR THE TURI WEB SITE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. IN NO EVENT WILL TURI OR ITS AFFILIATES BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

5.3 Modifications to Products; Responsibility for Your Application. You acknowledge that we may modify the Products from time to time, and that we are not obligated to notify you of any such modification. You are solely responsible to ensure the compatibility of Your Application with the Products and the Turi Web Site. You agree that we are under no obligation to modify the Products or to provide any support or assistance to You. YOU FURTHER ACKNOWLEDGE THAT WE MAY TERMINATE THIS AGREEMENT, AND DISCONTINUE YOUR ACCESS TO THE PRODUCTS, AT ANY TIME PURSUANT TO SECTION 4.2, AND THAT YOUR APPLICATION MAY CEASE TO INTERACT WITH THE PRODUCTS AS A RESULT OF SUCH TERMINATION. YOU ACKNOWLEDGE THAT WE WILL HAVE NO LIABILITY TO YOU IN CONNECTION WITH ANY SUCH MODIFICATION OR TERMINATION.

6. Trademarks.

6.1 Ownership. You acknowledge that the Products may include our trademarks or logos (“Turi Trademarks”), and that your use of the Products may cause Turi Trademarks to appear within Your Application. You agree not to remove or obscure any Turi Trademarks in connection with using Products.

6.2 License. We grant you a limited, revocable license to display Turi Trademarks as they appear in portions of the Products that you display in Your Application using the Products, subject to the specific limitations and requirements of this Agreement, and only during the term of this Agreement. Turi hereby reserves all rights not expressly granted herein.

7. Intellectual Property.

7.1 Products. As between the parties, we retain all right, title, and interest in and to the Products, including the technology and software we use to provide them. Except for the limited rights to access and use the Products that we explicitly grant you in this Agreement, we do not grant you any right or license in or to any of our intellectual property or proprietary rights.

7.2 Your Application. Your Application is defined as any work product developed by you using the PRODUCTS. This includes models trained, data pipelines developed, services deployed, etc. As between the parties, you retain all right, title, and interest in and to Your Application, and all related Intellectual Property Rights thereto (except, any components of the Turi Products incorporated into it).

7.3 Feedback. If you provide or communicate any suggestions for improvements to the Products (collectively, “Feedback”), we will own all right, title, and interest in and to the Feedback, and we will be entitled to use the Feedback without restriction or any obligation of compensation to you. You hereby irrevocably assign all right, title, and interest in and to the Feedback to us.

9. Product Instrumentation and Metrics. The Products will periodically send usage data and metrics back to Turi for the purposes of bug fixing and improving the Products. Turi retains all right, title, and interest to this usage data and metrics (excluding any personally identifying information except to the extent aggregated and anonymized).

10. Limited Liability; Exclusion of Certain Damages. IN NO EVENT WILL WE BE LIABLE TO YOU, USERS OF YOUR APPLICATION, OR YOUR CUSTOMERS OR LICENSEES, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE PRODUCTS WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR OTHERWISE, EVEN IF WE HAVE BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES, AND INCLUDING ANY DAMAGES THAT RESULT FROM OUR MODIFICATION OF THE PRODUCTS OR DISCONTINUANCE OF YOUR ACCESS TO THE PRODUCTS

11. Indemnification. You agree to defend, indemnify, and hold us and our subsidiaries, affiliates, directors, officers, agents, co-branders, or other partners, and employees harmless from and against any loss, damage, settlement, penalty, cost, expense, or any other liability (including but not limited to reasonable attorney fees and expenses) arising out of Your Application (or any content, trademarks, or intellectual property relating to Your Application), your use of the Products or any allegation or claim that, if true, would establish your breach of this Agreement.

12. Notices. All notices permitted or required under this Agreement may be given in writing via email. Notices from you to us will be sent to contact@turi.com; and notices from us to you will be sent to the contact name and address or email address that you provide when you register to use the Products and accept this Agreement.

13. General. Neither you nor we will be liable for delay or default under this Agreement if caused by conditions beyond our or your reasonable control (e.g., technology malfunctions or acts of God). This Agreement is governed by the internal laws of the State of Washington, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in Seattle, Washington for any dispute arising out of this Agreement. Neither party may assign this Agreement to a third party without the written consent of the other party in advance, except that we may assign this Agreement without such consent to a third party acquiring all or substantially all of our assets or equity securities (via merger or otherwise), or to any of our corporate affiliates. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. You and we are independent contractors to each other in our activities under this Agreement. This Agreement represents the entire agreement between you and us with respect to your use of the Products, and this Agreement supersedes any contemporaneous or prior agreements regarding the Products. This Agreement may be modified only in accordance with Section 2 above. You agree to abide by and conform to all applicable laws and regulations with respect to the use of the Products.