End User License Agreement

This End User License Agreement ("Agreement") is a legal agreement between you ("Authorized User") and Parallel Works Inc. ("Parallel Works") regarding your use of the ACTIVATE software and related services. By installing, accessing, or using the software, you agree to be bound by the terms of this Agreement. If you do not agree, do not install or use the software.

Background

Parallel Works has developed certain technology to provide software solutions for managing and accessing High-Performance Computing (HPC) and Artificial Intelligence (AI) resources. Their core product, ACTIVATE, is a unified control plane that simplifies the provisioning, management, and sharing of these resources across on-premises, cloud, and hybrid environments. Licensee wishes to license Parallel Works control plane and Parallel Works desires to provide access to the Parallel Works control plane to Licensee, subject to the terms and conditions herein.

1. Definitions

As used in this Agreement:

1.1 "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures necessary to allow Licensee or any Authorized Users to access the Parallel Works control plane.

1.2 "Authorized User" means any individual who is an employee of Licensee or such other person or entity authorized by an Order Form, to access the Parallel Works control plane pursuant to Licensee's rights under this Agreement.

1.3 "Parallel Works control plane" means the technology, including hardware and software, used by Parallel Works to deliver the Parallel Works control plane to Licensee.

1.4 "Documentation" means the technical materials provided by Parallel Works to Licensee in hard copy or electronic form that describe the features, functionality or operation of the Parallel Works System.

1.5 "Error" means a reproducible failure of the Parallel Works control plane to substantially conform to the Documentation.

1.6 "Error Corrections" means bug fixes or workarounds intended to correct Errors.

1.7 "Intellectual Property Rights" means any and all now known or hereafter existing rights associated with works of authorship, including copyrights, mask work rights, and moral rights; trademark or service mark rights; trade secret rights; patents, patent rights, and industrial property rights; layout design rights, design rights, and other proprietary rights.

1.8 "Order Form" means a document, either physical or electronic, signed by both parties identifying the services to be made available by Parallel Works pursuant to this Agreement.

1.9 "Licensee Content" means any content developed by or on behalf of Licensee and used with the Parallel Works control plane.

2. Parallel Works Control Plane

2.1 License to the Parallel Works control plane

Subject to the terms and conditions of this Agreement, Parallel Works grants to Licensee a non-sublicensable, non-transferable, non-exclusive license to access and use the Parallel Works control plane by the agreed number of Authorized Users for Licensee's internal business purposes.

2.2 Access

Subject to Licensee's payment of the fees set forth in the license agreement, Parallel Works will provide Licensee with access to the Parallel Works control plane during the term of this Agreement.

2.3 Authorized Users

Licensee may permit any Authorized Users to access and use the features and functions of the Parallel Works control plane as contemplated by this Agreement.

2.4 Limitations

Licensee will not, and will not permit any Authorized User or other party to: (a) use the Parallel Works control plane to harvest, collect, gather or assemble information regarding other Parallel Works licensees without their consent; (b) access or copy any data or information of other Parallel Works licensees without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Parallel Works control plane or the data contained therein....

2.5 Support

Subject to the terms of this Agreement, Parallel Works shall use commercially reasonable efforts to maintain the security of the Parallel Works control plane; and provide the agreed upon ticket system support services.

3. Ownership

3.1 Parallel Works Technology

Licensee acknowledges that Parallel Works retains all right, title and interest in and to the Parallel Works System, Documentation, and all software and all Parallel Works proprietary information and technology used by Parallel Works or provided to Licensee in connection with the Parallel Works control plane.

3.2 Licensee Content

The Licensee Content hosted by Parallel Works is the exclusive property of Licensee.

4. Fees and Expenses; Payments

4.1 Fees

Licensee will pay to Parallel Works the fees set forth in the established agreement and as required by a particular Order Form.

4.2 Taxes

The fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties...

4.3 Expenses

Licensee shall reimburse Parallel Works for all costs that are pre-approved by Licensee.

4.4 Interest

Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month.

4.5 Audit

Licensee will permit Parallel Works to review relevant records and inspect Licensee's facilities to ensure compliance with this Agreement.

5. Licensee Content and Responsibilities

5.1 Licensee Warranty

Licensee represents and warrants that any Licensee Content hosted by Parallel Works shall not infringe...

5.2 Licensee Responsibility for Data and Security

Licensee and its Authorized Users shall have access to the Licensee Content and shall be responsible for all changes to Licensee Content...

6. Warranties and Disclaimers

6.1 Limited Warranty

Parallel Works warrants to Licensee that the Services, when used as permitted...

6.2 Disclaimer

The limited warranty is made for the benefit of Licensee only.

7. Limitation of Liability

7.1 Types of Damages

Neither Parallel Works nor its suppliers shall be liable to Licensee for any special, indirect, exemplary...

7.2 Amount of Damages

The maximum liability of Parallel Works shall not exceed the fees paid by Licensee...

7.3 Basis of the Bargain

The parties agree that the limitations of liability shall survive and continue in full force and effect...

8. Confidentiality

8.1 Confidential Information

Each party may provide the other party with certain information regarding the business, technology, products...

8.2 Protection of Confidential Information

The Receiving Party agrees not to use or disclose to any third party any Confidential Information...

8.3 Exceptions

The confidentiality obligations will not apply to any information that becomes generally available to the public...

9. Indemnification

9.1 By Parallel Works

Parallel Works will defend at its expense any suit brought against Licensee...

9.2 By Licensee

Licensee will defend at its expense any suit brought against Parallel Works...

9.3 Procedure

The indemnifying party's obligations are expressly conditioned upon each of the foregoing...

10. Term and Termination

10.1 Term

This Agreement commences on the Effective Date and remains in effect for one (1) year...

10.2 Termination

Either party may terminate this Agreement immediately upon notice to the other party...

10.3 Effect of Termination

Upon termination or expiration of this Agreement...

11. Miscellaneous

11.1 Governing Law and Venue

This Agreement will be governed and interpreted by the laws of the State of Illinois...

11.2 Export

Licensee agrees not to export, reexport, or transfer any U.S. technical data acquired from Parallel Works...

11.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable...

11.4 Waiver

Any waiver or failure to enforce any provision of this Agreement...

11.5 Remedies

The parties' rights and remedies under this Agreement are cumulative...

11.6 No Assignment

Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement...

11.7 Force Majeure

Any delay in the performance of any duties or obligations of either party...

11.8 Independent Contractors

Licensee's relationship to Parallel Works is that of an independent contractor...

11.9 Notices

Each party must deliver all notices or other communications required or permitted under this Agreement...

11.10 Entire Agreement

This Agreement is the final, complete and exclusive agreement of the parties...

Contact

If you have any questions about this Agreement, please contact us at info@parallelworks.com.

Parallel Works Inc.

350 N Orleans St #9000N

Chicago, IL 60654