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+ [Algorithm and Reference Examples] License Agreement / Version 1.0
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+ IMPORTANT NOTICE — PLEASE READ CAREFULLY BEFORE ACCESSING, DOWNLOADING, COPYING, MODIFYING OR USING THE ALGORITHM OR REFERENCE EXAMPLES
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+ This Algorithm and Reference Examples License Agreement (the "Agreement") is a legally binding agreement between you and Beijing Horizon Information Technology Co., Ltd. ("Horizon"). This Agreement sets forth the terms and conditions governing your access to, download, copying, modification, use of, or other access to the Algorithm and Reference Examples provided by Horizon.
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+ Horizon grants you the rights set forth in this Agreement subject to your acceptance of and compliance with all terms and conditions of this Agreement.
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+ By clicking "Agree," "Accept," or any similar button, or by accessing, downloading, copying, modifying, running, using the Algorithm or Reference Examples, or otherwise exercising any right under this Agreement, you acknowledge that you have read, understood, and agreed to be bound by all terms and conditions of this Agreement.
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+ If you do not agree to all or any part of this Agreement, do not access, download, copy, modify, run, use, or otherwise obtain the Algorithm or Reference Examples.
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+ If you accept this Agreement or use any content under this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have sufficient, lawful, and valid authority to bind such entity to this Agreement. In such case, "you" or "User" shall refer to such company, organization, or other legal entity.
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+ 1. Definition
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+ "Intellectual Property Rights" means all intellectual property rights and other intangible rights stipulated by the laws of any jurisdiction, including but not limited to patents (invention patents, utility model patents, design patents, etc.), copyrights (including property rights and moral rights), trademarks, trade names, packaging, decoration, data, databases, trade secrets, confidential information, know-how, proprietary technology, regardless of whether the rights are registered or unregistered. Without limiting the foregoing, the Intellectual Property Rights hereunder also include the rights to apply, be granted, renewed, or extended, and to claim priority, as well as all present and future similar or equivalent rights.
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+ "Algorithm" means the algorithms, models, software code, and related technical documentation and materials made available by Horizon through this website or other designated channels. Unless expressly provided otherwise in this Agreement, the Algorithm does not include the Reference Examples. However, the Algorithm may contain, incorporate, or depend upon third-party open-source software, which does not, solely by virtue of its inclusion in or integration with the Algorithm, constitute proprietary content of Horizon licensed hereunder, and shall instead be governed by the terms and conditions of the applicable third-party open-source licenses.
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+ "Reference Examples" means materials provided by Horizon for demonstrating, illustrating, or validating the functionality, performance, results, or usage of the Algorithm, including without limitation datasets and derived weight files, example code, usage documentation, and other related materials. The Reference Examples may contain or involve third-party materials. Such third-party materials shall not, by virtue of their inclusion in or use in connection with the Reference Examples, be deemed to constitute materials licensed under this Agreement.
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+ “Open-Source Software” means the third-party software introduced by Horizon during the development of the Algorithm, each subject to its own license.
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+ 2. License
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+ Algorithm. Subject to your compliance with all terms of this Agreement, Horizon grants you a perpetual, non-exclusive, worldwide, royalty-free license to (a) install and use copies of the Algorithm; (b) reproduce and modify the Algorithm; (c) integrate or combine the Algorithm with your own software or products.
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+ Reference Examples. Subject to your compliance with all terms of this Agreement, Horizon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable (at any time) license to install and use the Reference Examples solely for internal use purposes. For the purposes of this Agreement, “Internal Use” means the installation, running and validation of the Reference Examples by you or within your organization for Your own business purposes, and shall not include any act of providing, disclosing, or making the Reference Examples available to any third party.
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+ Except for the license expressly granted to you in Article 2.a and 2.b hereof, nothing in this Agreement shall be construed as licensing or transferring any ownership, Intellectual Property Rights or other interests to you by express,implied or any other means. Horizon reserves all rights not expressly granted to you.
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+ 3. Open-Source Software
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+ If the Algorithm contains any open-source software components, you shall comply with all applicable license terms governing such open-source software in your use thereof.
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+ In the event of any conflict between this Agreement and a license or authorization applicable to specific third-party content, such license or authorization shall prevail with respect to such third-party content.
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+ 4. Third-Party Materials
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+ You understand and agree that the Reference Examples may involve data, datasets, or other materials owned or provided by third parties (collectively, the “Third-Party Materials”). Unless expressly stated otherwise by Horizon in writing, the Third-Party Materials are not licensed to you under this Agreement. No license granted under this Agreement shall be construed as granting you any ownership, Intellectual Property Rights, or other rights in or to any Third-Party Materials.
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+ If you intend to use any Third-Party Materials, you shall independently verify the rights status of such Third-Party Materials and the applicable license terms, and obtain all authorizations, licenses or consents necessary for your use thereof.Your use of any Third-Party Materials shall be subject to all applicable terms and conditions imposed by the relevant rights holders, licensors,or applicable laws and regulations. You shall be solely responsible for any liabilities, disputes, claims, losses,or expenses arising out of or in connection with your use of any Third-Party Materials.
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+ 5. Limitations
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+ The following limitations and restrictions apply to your use of the Algorithm and the Reference Examples. You are solely responsible for the consequences of non-compliance.
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+ You shall not remove, alter, or obscure any copyright or other proprietary rights notices or markings from the Algorithm and Reference Examples.
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+ You shall not utilize the Algorithm or Reference Examples to support any claims, lawsuits, arbitrations, or other proceedings against Horizon, Horizon's Affiliates, Horizon's suppliers, and their respective customers, nor file any applications that may undermine or affect the validity of the registered or applied Intellectual Property Rights of Horizon, Horizon's Affiliates, Horizon's suppliers, and their respective customers.
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+ If you have been granted a license to the Reference Examples, you must also comply with the following additional restrictions:
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+ Prohibition on Disclosure and Distribution. you shall not sell, rent, sublicense, transfer, distribute, disclose, or provide all or any part of the Reference Examples to any third party in any form. you may only use the Reference Examples for Internal Use. you shall ensure that any Authorized User has agreed to comply with all terms of this Agreement, and you shall be jointly and severally liable for any breach of this Agreement by such Authorized Users.
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+ 6. Obligation of Confidentiality
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+ You shall treat the Reference Examples as restricted materials and implement reasonable and necessary technical and organizational measures to prevent unauthorized access, acquisition, reproduction, disclosure, distribution, or use of the Reference Examples.
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+ If you become aware of or reasonably suspect any unauthorized access, reproduction, disclosure, distribution, or other security incident involving the Reference Examples, you shall promptly notify Horizon and take reasonable measures to prevent further impact.
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+ 7. User Responsibilities
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+ You shall ensure that your use of the Algorithm and Reference Examples complies with this Agreement, applicable laws and regulations, and any third-party licenses, authorization documents, or other applicable requirements relating to the relevant materials.
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+ If any third-party claim or loss is asserted against or incurred by Horizon, its Affiliates, or their respective directors, officers and employees as a result of your breach of this Agreement, use of the Algorithm or Reference Examples beyond the authorized scope, unauthorized disclosure or provision of the Reference Examples to any third party, or violation of applicable laws or regulations, you shall, at Horizon's request, defend them against such claim and indemnify and hold them harmless from all losses and reasonable expenses arising therefrom, including without limitation the amounts claimed by such third party, reasonable attorneys' fees, litigation and arbitration costs, and investigation expenses.
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+ 8. Disclaimer
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+ THE ALGORITHM AND REFERENCE EXAMPLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
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+ TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HORIZON MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, ERROR-FREE OPERATION, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
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+ YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE ALGORITHM AND REFERENCE EXAMPLES ARE SUITABLE FOR YOUR SPECIFIC USE CASE AND FOR ANY RISKS ARISING FROM YOUR USE OF SUCH MATERIALS.
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+ UNDER NO CIRCUMSTANCES SHALL HORIZON BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL,OR PUNITIVE DAMAGES SUFFERED BY YOU ARISING FROM THE USE OR INABILITY TO USE PART OR ALL OF THE ALGORITHM AND REFERENCE EXAMPLES, INCLUDING BUT NOT LIMITED TO LOSSES FOR LOST REVENUE, PROFITS, DATA OR BUSINESS INTERRUPTION, COSTS OF PROCURING SUBSTITUTE GOODS, AND THIRD-PARTY CLAIMS RELATING TO INTELLECTUAL PROPERTY INFRINGEMENT OR UNFAIR COMPETITION, AND EVEN IF HORIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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+ 9. Feedback
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+ You may, but are not obligated to, provide suggestions, requests, modifications, improvements, or other feedback related to this Algorithm and Reference Examples (collectively referred to as "Feedback") to Horizon or a Horizon Affiliate. If you provide Feedback, the relevant Intellectual Property Rights thereof shall belong to Horizon.
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+ 10. Termination
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+ If you fail to comply with any terms of this Agreement, or if you initiate or participate in any lawsuits, arbitrations, or any legal action against Horizon, its Affiliates, and/or its customers based on the Algorithm and the Reference Examples, Horizon is entitled to immediately and unilaterally terminate this Agreement. You must cease using in your possession once the Agreement is terminated.
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+ Confidentiality obligations survive termination.
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+ Termination does not affect liability for damages arising prior to termination.
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+ 11. Export Control Compliance
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+ You agree and undertake (i) to strictly comply with all applicable laws and regulations relating to import and export control and economic sanctions, including China, the European Union and the United States of America (collectively referred to as "Trade Control Laws and Regulations", including but not limited to the Export Administration Regulations (EAR) of the U.S. government); and (ii) not to violate the restrictive provisions of Trade Control Laws and Regulations on items, destinations, end users, and end uses.
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+ By accepting this Agreement, you confirm that you are not a resident or citizen of any sanctioned countries/regions and that you are not otherwise prohibited from receiving the Algorithm and the Reference Examples.
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+ If required by authorities or Horizon to conduct an export control compliance review, you shall, upon receipt of such request, promptly provide authorities or Horizon with information regarding the end users, destinations, and end uses related, and cooperate with the compliance review.
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+ Notwithstanding any other provisions of this Agreement, Horizon has the right to terminate this Agreement immediately and unilaterally in the event that you violate Export Control Laws and Regulations, or you and your Affiliates are listed on any sanction lists of individuals or entities prohibited by the relevant government from engaging in export activities (collectively "Sanction Lists"). You shall immediately cease to use the Algorithm and Reference Examples and destroy all copies of the Algorithm and the Reference Examples in your possession once the Agreement is terminated.
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+ 12. Laws and Jurisdiction
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+ The formation, validity, interpretation, performance and dispute resolution of this Agreement shall be governed by the laws and regulations of the People's Republic of China, without giving effect to any principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.Both parties agree that any dispute arising out of or in connection with this Agreement shall first be resolved through friendly consultation between the parties. If the dispute cannot be resolved through such consultation, either party may submit the dispute to the Beijing Arbitration Commission ("BAC") for arbitration in accordance with its arbitration rules currently in effect. The seat of arbitration shall be Beijing. The arbitral award shall be final and binding upon both you and Horizon.
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+ 13. Others
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+ Regarding the subject matter of this Agreement, the parties agree that the Agreement constitutes the entire and exclusive agreement between the parties regarding the use and supply of the Algorithm and the Reference Examples and supersedes all prior and contemporaneous communications and commitments. Any additional or different terms or conditions will not be binding and are null and void.
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+ If any provision of this Agreement is unenforceable or invalid for any reason, it shall not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.
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+ This Agreement is available in both Chinese and English versions. In case of any inconsistency between the two versions, the Chinese version shall prevail.