                                ATOTI

                Free community edition LICENSE AGREEMENT
                            Version 0.5.1

This free community end user license agreement ("EULA") is entered into
by and between You acting as a legal entity for a professional use (“END
USER”) and ActiveViam SAS, a French corporation with registered offices
located at 46 rue de l’Arbre Sec, Paris (75001), France, registered
under the number 824 978 852 ("ACTIVEVIAM") and governs the use by End
User of ATOTI version 0.5.1, a tool composed of a set of
libraries, extensions such as JupyterLab extension, and its documentation
that allows the development of rapid decision-making applications based
on a large volume of datasets, developed by ActiveViam (the "SOFTWARE").

By requesting to have access to the Software, downloading or using the
Software, End User acknowledges that he/she has understood and agreed
with the terms of this EULA. If End User does not accept these terms,
End User must not use the Software.

End User and ActiveViam are hereinafter individually or collectively
referred to as the “PARTY (IES)”.

1.  PURPOSE & DESCRIPTION OF THE SOFTWARE

    1.  The EULA sets out the terms and conditions under which End User
        may install the Software from a library package and/or use the
        Software on a royalty-free basis. In order to run the Software,
        End User must install a java virtual machine (JVM). For
        convenience purposes, atoti includes the JVM provided by OpenJDK
        in the downloadable package. OpenJDK is licensed under the GLPv2
        with classpath exception license.

    2.  The Software is accessible via a website such as, but not
        limited to, https://conda-forge.org/ or via a virtual machine or
        from the atoti website at https://www.atoti.io/ (the “SITE”).
        The features and functionalities of the Software are listed on
        the Site.

2.  LIMITED COMMUNITY EDITION

    3.  The Software is provided for the restricted usage authorized
        herein. It may not include all features and functionalities
        found in any future version of the Software. It is also possible
        that some of the features and functionalities included in the
        current version of the Software may be removed from future
        versions of the Software.

    4.  The Software is made available to the End User solely for the
        purpose of demonstrating the possibilities offered by the
        Software so End User can evaluate the possibilities and
        potential of the Software.

3.  LICENSE GRANT

    5.  Provided that End User complies with all terms and conditions of
        this EULA, ActiveViam grants End User a personal, limited,
        revocable, worldwide, non-exclusive, non-transferable
        royalty-free license during the Term to download, install and/or
        use the Software solely and exclusively for the uses permitted
        under this EULA. Notwithstanding the above, End User may share
        up to two access to Results (as defined below) and make the
        Software available through a virtual machine.

    6.  End User may use the Software in notebook environments (i.e. in
        a ipynb file) solely to develop models and to test the Software
        functionalities and features included in this version such as
        for proof of concept purposes (“NON-PRODUCTION ENVIRONMENT”).
        Development of visualizations and any similar content creations
        is permitted use for the Non-Production Environment and allowed
        for one (1) developer (“BUILDER”). The use of the Software for
        visualization is allowed for 2 (two) viewers that can
        simultaneously connect to the application created using the
        Software in a Non-Production Environment (“VIEWERS”). Software
        may not be used for any other purposes, including but not
        limited for commercial or for-profit purposes.

    7.  Regarding any other elements generated as part of the use of the
        Software such as the models or dashboards created (the
        “RESULTS”), they cannot in any event be deployed, used on an
        enterprise scale or for more than the number of Viewers
        indicated herein without subscribing to an Enterprise Edition
        License Agreement.

    8.  This EULA includes the right to display and copy the Software
        and the Results solely for the purposes authorized herein above.

    9.  When End User downloads the Software, End User is provided with
        the executable code of the Software. End User understands that
        no source code is provided.

    10. The Software does not include any authentication or user access
        control system. End User is not authorized to use or add any
        external software, hardware or programming method to implement
        an authentication or user access control layer to the Software.

    11. End User may make one copy of the Software in machine readable
        form for backup / security purposes only, provided that the
        backup copy must include all proprietary notices contained on
        the original Software package.

4.  OWNERSHIP - RESTRICTIONS

    12. The EULA does not convey any assignment of rights to End User on
        the Software. ActiveViam owns or has all the title, copyright
        and other intellectual property rights in the Software.

    13. Regarding Results, End User is also granted a right to use such
        Results as provided under this EULA. However, such Results are
        not assigned to End User.

    14. End User may not and will not allow a third party to:

        -   reverse engineer, decompile, disassemble, or otherwise attempt to
            discover / have access to the source code or algorithms of the
            Software,

        -   adapt, modify, disable any features and functionality of, the
            Software / the Results, or create derivative works based on the
            Software/ the Results,

        -   rent, lease, lend, sublicense or send the Software / Results or make
            available the Software or its functionalities to any other End
            User, remove, modify, or conceal any product identification,
            copyright, proprietary, intellectual property notices or other
            marks on or within the Software,

        -   use the Software to develop a product which is competitive with any
            ActiveViam product or services offerings.

5.  SOFTWARE SUPPORT

    15. ActiveViam will not provide any support or maintenance services
        under this EULA or any other professional services except as
        offered on a discretionary basis. End User acknowledges that
        ActiveViam has no express or implied obligation to announce or
        make available any updates, enhancements, modifications,
        revisions, or additions to the Software and that this EULA does
        not give End User any rights in or to any of the foregoing.

    16. ActiveViam or its affiliates may release from time to time
        Software updates/new versions as they are released. This EULA
        also applies to all and any component, patch, app and/or add-on
        of the Software that ActiveViam may make available on the Site,
        unless ActiveViam provides supplemental or additional license
        terms along with such release. Availability of a Software
        release or new Freemium version may terminate this EULA at
        ActiveViam’s discretion.

    17. To access such Software’s release or new Freemium version, End
        User must accept to be bound with the terms of the then
        applicable EULA. In addition, such release or new Community
        edition may require an access to the internet, an updated
        version of the browser or to upgrade other Software dependencies
        (such as Java Python, anaconda, node) and additional storage
        space on the device used to download the Software. Failing to
        meet these criteria may result in the failing to download or
        install the release or new community edition version.

    18. If necessary and requested in writing by End User, ActiveViam
        will provide available interface information needed to achieve
        interoperability between the Software and another software or
        application

6.  TERM AND TERMINATION

    19. This EULA is effective for a period of 64 (sixty-four)
        days from the date of the Software’s release (the “Term”). At
        the end of the Term, the EULA is automatically terminated and
        End User is not authorized to use the Software any longer.

    20. ActiveViam may terminate this EULA at any time by informing End
        User (if End User has provided his/her contact information) or
        deciding so when making available a Software release or new
        community edition.

    21. The rights under this EULA will terminate automatically without
        notice and without compensation from ActiveViam if End User
        fails to comply with any of the terms and conditions of this
        EULA, notwithstanding ActiveViam’s right to claim damages.

    22. The EULA will also terminate if and when End User deletes /
        erases the Software and any copy made of it.

    23. At the end of the Term, End User must cease all use of the
        Software and erase all copies, of the Software, the Results and
        releases.

7.  DATA PROTECTION

    24. ActiveViam and the End User commit to comply with the French
        Data privacy law n°78-17 of January 6th 1978 modified in 2019
        and the European regulation on data privacy (the “Data Privacy
        Regulation”).

    25. The End User exercises total control over the uses he/she makes
        of the Software, therefore he/she fully and exclusively bears
        the processing of personal data that he/she may warry out using
        the Software.

    26. If contact information is provided by End User, ActiveViam shall
        process this data in compliance with its privacy policy. Access
        and use of the Site is subject to a privacy policy and terms of
        use available at the following addresses
        https://www.atoti.io/privacy-policy and https://www.atoti.io/terms.

8.  WARRANTY

    27. The Software and Results are provided "as is" and on an "as
        available" basis, without any warranty of any kind from
        ActiveViam, either express or implied. To the fullest extent
        possible pursuant to applicable law, ActiveViam disclaims all
        warranties express, implied, or statutory, including, but not
        limited to, implied warranties of merchantability, satisfactory
        quality or workmanlike effort, fitness for a particular purpose,
        reliability or availability, accuracy, lack of viruses or
        infringement of third party’s rights / interest.

    28. ActiveViam does not warrant that the operation of the Software
        or Results will be uninterrupted or error free.

9.  LIMITED LIABILITY

    29. ActiveViam will not be liable for any damages of any kind
        arising out of or relating to the use or the inability to use
        the Software or any third party application, its content or
        functionality, including but not limited to damages caused by or
        related to errors, omissions, interruptions, defects, delay in
        operation or transmission, computer virus, failure to connect,
        network charges, in-app purchases, and all other direct or
        indirect, damages even if ActiveViam has been advised of the
        possibility of such damages. ActiveViam will not be responsible
        for any damage caused by End User, its employees, subcontractors
        or any third parties.

    30. ActiveViam shall only be liable for direct damages and shall not
        be responsible or liable, for any indirect damage or loss,
        including but not limited to any damage to or loss of data,
        caused or alleged to be caused by, or in connection with, the
        use of Software. Any damages or loss must be notified in writing
        to ActiveViam within 15 days of its occurrence, failure to do so
        extinguishes such claim.

    31. In any case, ActiveViam’s total liability to End User for all
        losses, damages, causes of action, arising out of its use of the
        Software or the Results, or any other provision of this EULA,
        shall not exceed the amount of 50 euros.

10. THIRD PARTY APPLICATION INCLUDING OPEN SOURCE

    32. End User agrees that third party applications, software or
        programs, including solutions offered on an open source mode
        (the “THIRD PARTY APPLICATION”) may be included with, or
        downloaded with this Software. ActiveViam makes no
        representations whatsoever about any of these Third Party
        Application.

    33. Since ActiveViam has no control over such Third Party
        Application, End User acknowledges and agrees that ActiveViam is
        not responsible for such Third Party Application. End User
        expressly acknowledges and agrees that the use of Third Party
        Application is at its sole risk and that the entire risk of
        unsatisfactory quality, performance, accuracy and effort is with
        End User. ActiveViam shall not be responsible or liable,
        directly or indirectly, for any damage or loss, including but
        not limited to any damage to or loss of data, caused or alleged
        to be caused by, or in connection with, use of or reliance on
        any such Third Party Application available on or through any
        such Third Party Application.

    34. End User acknowledges and agrees that the use of any Third Party
        Application is governed by such Third Party Application’s terms,
        EULA and privacy Policy, or other such agreement and that any
        information or personal data provided by the End User, whether
        knowingly or unknowingly, to such Third Party Application, will
        be subject to such Third Party Applications’ privacy policy.
        ActiveViam expressly disclaims any responsibility for any
        disclosure of information or any other practices of any Third
        Party Application. ActiveViam expressly disclaims any warranty
        regarding whether personal information is captured by any third
        party application provider or the use to which such personal
        information may be put by such Third Party Application
        provider. 

    35. End User acknowledges that certain Third Party Application may
        be subject to open source. The open source license provisions
        may override some of the terms of this EULA. ActiveViam may
        provide the applicable open source licenses upon request. 

11. ASSIGNMENT AND TRANSFER

    36. End User may not assign this EULA in whole or in part to any
        third party or any of rights or obligations hereunder (by
        operation of law or otherwise).

    37. In addition, End User expressly authorizes ActiveViam to assign
        the EULA to a subsidiary, or to any company or legal entity, in
        particular in the context of a merger, divestiture, transfer,
        partial asset contribution or direct or indirect change of
        control as defined in Article L. 233-3 of the Commercial Code.

12. GENERAL PROVISIONS

    38. Non - waiver. Unless otherwise agreed, failure by either Party
        to exercise any of its rights hereunder or to enforce any
        provision of this EULA will not be deemed a waiver or forfeiture
        of such rights or ability to enforce such provision.

    39. Severance. If any provision of this EULA (or part of any
        provision) is held to be void or otherwise unenforceable by any
        court of competent jurisdiction, such provision (or part) shall,
        to the extent necessary to ensure that the remaining provisions
        of this EULA are not void or unenforceable, be deemed to be
        deleted and the validity and/or enforceability of the remaining
        provisions of this EULA shall not be affected. In such a case,
        the Parties will do their best efforts to interpret or
        renegotiate the concerned provision to achieve as nearly as
        possible the same economic effect of the original provision and
        remain in line with the Parties’ intentions.

    40. Compliance. Upon ActiveViam’s written request, the End User will
        certify in writing that the use of the Software is fully
        compliant with the terms of the Agreement.

    41. Modifications. The EULA may be modified at any time and without
        any prior notice. The applicable version of the EULA that
        governs the use of the Software is the EULA in force when End
        User downloads the Software and that is enclosed with it. Any
        modification of the EULA applies to all the elements previously
        downloaded by End User and overrides any previous version as
        soon as End User downloads any release.

    42. This EULA is exclusively governed by the laws of France. In
        order to resolve amicably any dispute that may arise with
        respect to the interpretation, the performance and/or the
        termination of this EULA, the Parties agree to meet after the
        receipt of a notice sent by registered mail by one of the
        Parties, with the intent to solve any dispute in an amicable
        way. Failing for the Parties to reach an amicable settlement by
        executing a settlement agreement within 30 (thirty) days
        following the notification by a Party of the existence of the
        dispute and making an express reference to this provision, the
        Parties shall submit their dispute to the Paris commercial court
        that will have exclusive jurisdiction to settle the dispute.
