EULA

Please read these licence terms carefully

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Hazy Limited, a company incorporated in England and Wales under number 10804708 whose registered office is at 1st Floor, One Suffolk Way, Sevenoaks, Kent, England, TN13 1YL (Licensor, us or we) for:

•       Hazy Sandbox (the Software).

We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times.

Agreed terms

1. Grant and scope of licence and minor changes

1.1. In consideration of you complying with the terms of the Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software on the terms of this Licence for the Licence Term.

1.2.    You shall:

1.2.1.   use the Software strictly for non-commercial and internal use for the purpose of testing and trialling the Software (the Permitted Purpose); and

1.2.2.   otherwise use the Software only in accordance with our instructions as provided to you from time to time.

1.3.    You shall delete and cease use of the Software immediately upon our giving notice to you to do so.

2. Restrictions

2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:

2.1.1. not to copy the Software;

2.1.2. not to assign, rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

2.1.3. not to decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Software;

2.1.4. to keep your passwords used to access the Software secure;

2.1.5. not to remove or modify any copyright or similar notices, or any of the Licensor’s or any other person's branding, that the Software causes to be displayed when used;

2.1.6. not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;

2.1.7. not to attempt to circumvent or interfere with any security features of the Software.

2.2. You shall be permitted to use the Software in the provided Sandbox environments only, and acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.

2.3. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Software (including any use in excess of the licence restrictions).

3. Intellectual property rights

3.1. You acknowledge that all intellectual property rights in the Software throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software other than the right to use the Software in accordance with the terms of this Licence.

3.2. You shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that we may consider necessary or desirable to perfect our right, title and interest in and to the intellectual property rights in the Software.

4. Warranties and representations

4.1. All warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to fitness for any particular purpose, reasonable skill and care or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

5. Our responsibility for loss or damage suffered by you

5.1. The extent of our liability under or in connection with this Licence (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 5.

5.2. The total liability of the Licensor, whether in contract, tort (including negligence) or otherwise in connection with this Licence and/or the Software, shall in no circumstances exceed £100.

5.3. Subject to clause 5.5, we shall not be liable for consequential, indirect or special losses.

5.4. Subject to clause 5.5, we shall not be liable for any of the following (whether direct or indirect):

5.4.1. loss of profit;

5.4.2. loss or corruption of data;

5.4.3. loss or corruption of software or systems;

5.4.4. loss or damage to equipment;

5.4.5. loss of use;

5.4.6. loss of production;

5.4.7. loss of contract;

5.4.8. loss of opportunity;

5.4.9. loss of savings, discount or rebate (whether actual or anticipated); and/or

5.4.10. harm to reputation or loss of goodwill.

5.5. Notwithstanding any other provision of this Licence, our liability shall not be limited in any way in respect of the following:

5.5.1. death or personal injury caused by negligence;

5.5.2. fraud or fraudulent misrepresentation; or

5.5.3. any other losses which cannot be excluded or limited by applicable law.

5.6. You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.

6. Term and termination

6.1. The Licence shall come into force on the date of your agreement to this Licence and shall continue for a term of 28 days (the Licence Term), unless otherwise stated in a Hazy Order Form, following which this Licence shall terminate.

6.2. We may terminate this Licence immediately by written notice to you at any time during the Licence Term.

6.3. Upon termination for any reason:

6.3.1. all rights granted to you under this Licence shall cease;

6.3.2. you must cease all activities authorised by this Licence; and

6.4. We shall not be obliged to provide you with any assistance extracting or recovering data whether during or after the Licence Term.

7. Confidentiality

7.1. Each party shall maintain the confidentiality of all information (whether in oral, written or electronic form) disclosed by the other party in connection with the Software and this Licence (Confidential Information), and shall not without the prior written consent of the disclosing party, disclose, copy or modify the Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Licence.

7.2. Each party undertakes to:

7.2.1. disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Licence, and

7.2.2. procure that such persons are made aware of and agree in writing to observe the obligations in this clause 7.

7.3. The receiving party shall give notice to the disclosing party of any unauthorised misuse, disclosure, theft or loss of the disclosing party’s Confidential Information immediately upon becoming aware of the same.

7.4. The provisions of this clause 7 shall not apply to information which:

7.4.1. is or comes into the public domain through no fault of the Licensee, its officers, employees, agents or contractors;

7.4.2. is lawfully received by the Licensee from a third party free of any obligation of confidence at the time of its disclosure;

7.4.3. is independently developed by the Licensee, without access to or use of such information; or

7.4.4. is required by law, by court or governmental or regulatory order to be disclosed provided that the Licensee, where possible, notifies the Licensor at the earliest opportunity before making any disclosure.

7.5. The obligations under this clause 7 shall survive the termination or expiry of this Licence for a period of five (5) years.

8. Other important terms

8.1. This Licence constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

8.2. Each party acknowledges that it has not entered into this Licence in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Licence.

8.3. No announcement or other public disclosure concerning any of the matters contained in this Licence shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any recognised investment exchange) or any other authority of competent jurisdiction.

8.4. No variation of this Licence shall be valid or effective unless it is in writing, refers to this Licence and is duly signed or executed by, or on behalf of, each party.

8.5. The parties are independent and are not partners or principal and agent and this Licence does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party's behalf.

8.6. We may transfer our rights and obligations under these terms to another organisation. You are not permitted to assign, transfer, subcontract or deal with any or all of the rights and obligations under this Licence at any time.

8.7. This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

8.8. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

8.9. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Licence shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

8.10. This Licence and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

8.11. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Licence, its subject matter or formation (including non-contractual disputes or claims).

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