| Confidential Trial Licence Agreement Between Khalifa University ("Licensor") and GSMA and GSMA Members ("Licensee(s)") for the Khalifa Knowledge Graph | |
| 1. Trial Grant of License | |
| 1.1 The Licensor hereby grants to the GSMA and its members (collectively, "Licensees") a non-exclusive, non-transferable, revocable trial licence to use the to the Khalifa Knowledge Graph and Advanced Telecom-Specific LLM ("Licensed Materials") solely for non-commercial academic, research, and evaluation purposes. | |
| 1.2 This licence is granted exclusively to GSMA and GSMA members. | |
| 1.3 The licence is strictly for trial and experimental use and does not constitute a commercial licence, a commercial product, or a commitment to future licensing. | |
| 2. Permitted Trial Use | |
| 2.1 The Licensed Materials may be used only for trial research, experimentation, and academic activities. | |
| 2.2 The Licensees shall not use the Licensed Materials for any commercial purpose, nor represent or market the Licensed Materials as a commercial product. | |
| 2.3 The Licensees shall not distribute, sublicense, assign, or otherwise make the Licensed Materials available to any other party than the respective Licensees. | |
| 3. Intellectual Property | |
| 3.1 All intellectual property rights in and to the Licensed Materials remain vested in the Licensor. | |
| 3.2 Nothing in this Agreement shall be construed as transferring any ownership rights to the Licensees. | |
| 3.3 Any derivative works, modifications, or improvements created by the Licensees during the trial shall be promptly disclosed to the Licensor and shall vest in the Licensor unless otherwise agreed in writing. | |
| 4. Confidentiality | |
| 4.1 The Licensees acknowledge that the Licensed Materials and any related documentation, data, or information constitute confidential and proprietary information of the Licensor. | |
| 4.4 The Licensees shall maintain strict confidentiality and shall not disclose, publish, or disseminate the Licensed Materials or any related information to any third party without the prior express written consent of the Licensor. | |
| 4.5 The Licensees shall implement reasonable safeguards to protect the confidentiality of the Licensed Materials. | |
| 5. Exclusion of Warranties and Liability | |
| 5.1 The Licensed Materials are provided solely for trial purposes and "as is" without warranty of any kind, express or implied, including but not limited to warranties of accuracy, completeness, merchantability, fitness for a particular purpose, or suitability as a commercial product. | |
| 5.2 The Licensor expressly disclaims all warranties and liabilities to the Licensee and any third parties. | |
| 5.3 Neither the Licensor nor the GSMA shall be liable to Licensees, or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from the Licensees' trial use of the Licensed Materials, including but not limited to loss of data, loss of profits, or interruption of business. | |
| 5.4 The Licensor and GSMA shall have no liability for any third-party claims brought against Licensees in connection with the trial use of the Licensed Materials. | |
| 5.5. The Licensees acknowledge and agree that GSMA has no connection with the Licensed Materials, including their development, creation, testing, or availability and GSMA has not assisted in, contributed to, or participated in any way in the making, provision, or licensing of the Licensed Materials. | |
| 5.6 GSMA expressly disclaims any and all warranties, representations, or liabilities in respect of the Licensed Materials and nothing in this Licence shall be construed as creating any responsibility or liability for GSMA in relation to the Licensed Materials. | |
| 5.5. The Licensees assume full responsibility for their trial use of the Licensed Materials. | |
| 6. No Support or Maintenance | |
| 6.1 The Licensor is under no obligation to provide support, maintenance, updates, or enhancements to the Licensed Materials during the trial term of this Agreement. | |
| 7. Term and Termination | |
| 7.1 This Agreement shall remain in effect for the duration of the trial period unless terminated earlier by either party upon written notice. | |
| 7.2 Upon termination or expiration of the trial, the Licensees shall immediately cease all use of the Licensed Materials and destroy any copies in their possession. | |
| 7.3 Termination shall not affect the Licensor's rights under Sections 3 (Intellectual Property), 4 (Confidentiality), and 5 (Exclusion of Warranties and Liability), which shall survive termination. | |
| 8. No Obligation to Commercialise | |
| 8.1 The Licensees acknowledge and agree that the Licensed Materials are provided solely for trial purposes and do not constitute a commercial product. | |
| 8.2 The Licensor has no obligation to develop, offer, or provide a commercial licence, product version, or ongoing access to the Licensed Materials beyond the scope of this trial. | |
| 8.3 Nothing in this Agreement shall be construed as creating any expectation, entitlement, or commitment by the Licensor to commercialise the Licensed Materials. | |
| 9. Results and Feedback | |
| 9.1 Any results, evaluations, or feedback generated during the trial may be shared only between GSMA and Khalifa University. | |
| 9.2 The Licensees shall not disclose, publish, or provide such results or feedback to any third party. | |
| 9.3 The Licensees are required to provide trial feedback, including performance evaluations, usage insights, and any identified issues, directly to GSMA and Khalifa University. | |
| 10. Governing Law | |
| 10.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is located, unless otherwise agreed in writing. | |
| 11. Deemed Acceptance | |
| 11.1 This Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of England and Wales. | |
| 12. Entire Agreement | |
| 12.1 This Agreement constitutes the entire understanding between the parties with respect to the Licensed Materials and supersedes all prior discussions, communications, or agreements, whether written or oral. | |