ARTIST

1. SCOPE

• This Agreement describes the licensing of the Software provided to User on a non-commercial basis.
• If User desires to use the Software on a commercial basis, it must separately purchase a commercial-use license from Alto.

2. LICENSE

Subject to the other terms of this Agreement, Alto grants User a limited, revocable, free-of-charge, non-exclusive, non-transferable, non-sublicenseable, non-commercial license to internally use the Software solely in object code format for non-commercial, research purposes only.

3. RESTRICTIONS. User is specifically prohibited from the following (and will not allow any third party to do the following):

1. Reproducing, modifying,  or making derivative works of the Software or any portion thereof;
2. Transferring, assigning, sublicensing, distributing, selling or renting the Software or using it in any type of software service provider or outsourcing environment where the functionality of the Software or the Software itself is provided to or used for the benefit of a third party;
3. Causing or permitting the reverse engineering, decompiling, disassembly, or translation of the Software to discover the source code or underlying ideas or algorithms of the Software or create a functional equivalent;
4. Evaluating or using, or facilitating the evaluation or use, of the Software for the purpose of competing with Alto; or
5. Otherwise using the Software in any manner that is not expressly authorized in this Agreement.

Alto reserves all rights not expressly granted.

4. PROPRIETARY RIGHTS

The Software, workflow processes, user interface, designs, know-how and other technologies provided by Alto as part of the Software are the proprietary property of Alto, and all right, title and interest in and to such items, including all associated intellectual property rights, are owned, as between the parties, by Alto. The Software is protected by applicable copyright and other intellectual property laws. User may not, and may not allow any third party to, remove any product identification, copyright, trademark or other notice from the Software.  User may not modify or create derivative works of the Software; to the extent User creates any modified or derivative works of the Software, User hereby assigns such works and all intellectual property rights therein to Alto.

5. CONFIDENTIAL INFORMATION

User acknowledges that, in the course of using the Software and performing its duties under this Agreement, it may obtain information relating to the Software and/or Alto (“Confidential Information”).  Such Confidential Information includes, but is not limited to, the Software, its features and mode of operation, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data.  In regard to this Confidential Information, User shall (i) not disclose Confidential Information without the prior written consent of Alto unless such Confidential Information becomes generally available to the public without breach of this Agreement by User, its officers, directors, employees or agents; (ii) take reasonable measures to maintain the Confidential Information in confidence; (iii) disclose Confidential Information only to those of its employees as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees have agreed in writing to be bound by the non-use and non-disclosure obligations contained in this Agreement; and (iv) not remove or export any Confidential Information or any direct product thereof from the United states.

6. DISCLAIMER OF WARRANTIES

The Software is provided as-is. Alto disclaims all express and implied warranties, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and noninfringement. User understands that use of the Software may not be error free, and use may be interrupted.

7. TERMINATION

Either party may terminate this agreement for any reason with 7 days’ prior written notice. Upon termination of this agreement, User must discontinue using the Software, de-install and at Alto’s election, destroy or return the Software and all copies, within 5 days. Upon Alto's request, User will provide written certification of such compliance. Sections 3-11 of this Agreement shall survive the termination of this Agreement.

8. LIMITATION OF LIABILITY

Except where this exclusion or restriction of liability would be void or ineffective under applicable statute or regulation, in no event shall Alto be liable for indirect, special, incidental, or consequential damages (including lost profits or savings) whether based on contract, tort or any other legal theory, even if Alto or its licensors have been advised of the possibility of such damages. In no event shall Alto or its licensors' liability under this agreement exceed $1000.

9. CONTROLLING LAW

This agreement shall be governed by and construed under the laws of the State of California, USA, excluding its choice of law rules.  The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Santa Clara County, California.

10. AUDIT

User shall keep all necessary records for purposes of determining compliance with its obligations under this Agreement. Alto or its representative shall have the right to audit, by prior appointment, during normal business hours and not more frequently than once per year, User's relevant records and accounts that may contain information regarding User's exercise of its rights and the performance of its obligations under this Agreement. Any information so revealed to Alto shall be kept in confidence and used solely for the purpose of verifying User's compliance with this Agreement, and any audit showing noncompliance will be at User’s expense. The rights and obligations of this section shall survive the expiration or termination of this Agreement.

11. MISCELLANEOUS

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and no changes or modifications or waivers or supplements to this Agreement will be effective unless in writing and signed by both parties hereafter.  In the event of a dispute, the prevailing party will be entitled to attorney’s fees and costs.  This Agreement is not assignable or transferable by User (by operation of law, change of control, or otherwise) but is fully assignable by Alto.  The provisions of this Agreement are severable and the invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of the others hereof.