COMMERCIAL LICENSE AMENDMENT TO THE END USER LICENCE AGREEMENT
This Commercial License Amendment (“Amendment”) to the End User Licence Agreement (the “EULA”) is made and entered into by and between MINOGAME LIMITED, a company registered in England and Wales under number 13722088 with its registered office at Ground Floor 3 Wellbrook Court, Girton, Cambridge, England, CB3 0NA (the “Licensor”), and the entity agreeing to these terms (“Licensee”).
RECITALS
WHEREAS, the Licensor and the Licensee have entered into an EULA under which the Licensor has provided the Licensee with a non-exclusive, non-transferable license to use the ScanXm software for non-commercial purposes; and
WHEREAS, the Licensee desires to obtain additional rights to use the ScanXm software for commercial purposes and the Licensor agrees to grant such rights subject to the terms and conditions set forth herein and the payment of a License Fee.
AGREEMENT
1. Definitions
All capitalized terms used but not defined herein shall have the meanings ascribed to them in the EULA.
2. Grant of Commercial License
2.1 Subject to the terms and conditions of this Amendment and the EULA, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, limited right to use the ScanXm software for commercial purposes.
2.2 The Licensee is hereby permitted to use the features of the software enabling the export of AI-generated images and segmentations.
3. Commercial Use
3.1 For the purposes of this Amendment, “Commercial Use” shall include the use of the ScanXm software to provide any service or product to a third party for monetary compensation or commercial benefit.
3.2 The Licensee agrees to comply with all applicable laws and regulations in the use of the ScanXm software for commercial purposes.
4. Term of License
4.1 The Licensee is granted the rights specified in this Amendment for a term that is designated at the time of purchase and detailed on the Licensor’s website. The term begins on the date of activation and continues for the period specified during the purchase process.
5. License Fee
5.1 The Licensee agrees to pay the Licensor a License Fee for the rights granted under this Amendment. The amount, payment terms, and conditions of the License Fee shall be as specified on the Licensor’s website or as agreed upon in a separate written agreement.
6. Insurance
6.1 From the commencement of any commercial use of the ScanXm software, and continuing for the term of this Agreement and for two years thereafter, the Licensee shall maintain adequate product liability insurance. Such insurance may be limited in respect of one claim provided that the limit must be at least £5 million. The Licensee must provide evidence of such insurance to the Licensor upon request.
7. Prohibition on Sublicensing
7.1 The Licensee is not permitted to sublicense the rights granted under this Agreement to any third party.
8. Amendment to the EULA
8.1 This Amendment forms part of and is incorporated into the EULA. Except as specifically amended and supplemented by this Amendment, all terms and conditions of the EULA remain in full force and effect.
8.2 In the event of any conflict between the terms of this Amendment and the EULA, the terms of this Amendment shall prevail with respect to the subject matter hereof.
9. Miscellaneous
9.1 This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
9.2 This Amendment is governed by and shall be construed in accordance with the laws of England and Wales, without regard to its principles of conflicts of law.