Annotation Lab and NLP Server End User License Agreement for Commercial Use
Last updated: September 9, 2022
This Annotation Lab and NLP Server End User License Agreement (“EULA”) applies to any customer or user using John Snow Labs’ Annotation Lab and NLP Server as defined below for license granted (hereinafter referred to “customer” or “you”). This EULA is between you and John Snow Labs Inc., a Delaware corporation (“John Snow Labs”, “we” or “us”).
By downloading and/or using (as applicable) Annotation Lab and/or NLP Server of John Snow Labs (as defined below), you automatically agree to be bound by, and use it in compliance with, this EULA. This EULA, together with additional terms and conditions and/or policies referenced herein or located on https://www.johnsnowlabs.com and/or conveyed to you by John Snow Labs, is a legally binding contract between you and John Snow Labs.
PLEASE READ THIS EULA CAREFULLY BEFORE DOWNLOADING OR USING ANNOTATION LAB AND/OR NLP SERVER.
We may make changes to this EULA from time to time. When we do so, we will revise the “last updated” date given above. The then-current version of this EULA will supersede all earlier versions. You agree that your continued use of Annotation Lab and/or NLP Server after such changes have been published to our EULA will constitute your acceptance of such revised EULA.
1.1 “Annotation Lab” means the Annotation Lab software by John Snow Labs containing features as a user interface for annotating documents and images, managing annotation projects and teams, inter-annotator agreement analytics, automated model training, and other features.
1.2 “NLP Server” means the NLP Server software by John Snow Labs, including both software and models.
1.3 “Software” means Annotation Lab and/or NLP Server, including both Base Software and Premium Extensions (as applicable).
1.4 “Base Software” means the group of features, capabilities, models or content of Annotation Lab and NLP Server available under a free license as outlined in the Clause 4 of this Agreement.
1.5 “Premium Extensions” means groups of features, capabilities, models or content (“Premium Functionality”) that John Snow Labs decided to only provide as paid software. Each Premium Extension requires purchasing a valid software license key, that must be loaded into the Base Software in order to unlock its Premium Functionality.
1.3 “Website” means https://www.johnsnowlabs.com being owned and operated by John Snow Labs.
2.1 By downloading and using any product from the Software, you acknowledge that the use of the Software can be subject to the restrictions and controls imposed by United States export regulations.
2.2 You represent and warrant that you do not intend to use the Software for any purpose prohibited by United States export regulations, including, without limitation, terrorism, cyber-attacks, cyber-crimes, money-laundering, industrial espionage, or nuclear, chemical or biological weapons proliferation. Further, you represent and warrant that you are not listed as a denied party on any list governing United States exports.
3.1 Our Software can be used by an individual, business or other legal entity, or both. If you are entering into this EULA, or using the Software, on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this EULA, in which case “you” shall refer to such entity.
3.2 In the event you have entered into a separate written agreement with John Snow Labs regarding the Software that contemplates terms that are inconsistent with this EULA, the written agreement shall control and this EULA will not apply to you to the extent inconsistent with such written agreement, or, if such written agreement is contemplated to be in lieu of this EULA, then this EULA shall not apply at all.
License Grant for Base Software
4.1 Subject to your compliance with this EULA, as well as any other applicable policies, laws and regulations, John Snow Labs grants you free, non-exclusive, non-transferable, non-sub-licensable, non-assignable, revocable, limited, license to install, access to, modify, and use of, the Software worldwide (subject to applicable export laws) during the term of this EULA (as described below) under the following conditions:
The license can be used for personal or commercial use of the Software for the duration in which the license key provided to you is active and is not expired, unless terminated or suspended under this EULA;
This license is personal to you and is limited by all terms and conditions set forth in this EULA;
You may only use the Software for a legal purpose, and as long as the license is in effect and/or not terminated or suspended;
This license is limited by all terms and conditions set forth in this EULA.
4.2 You can download the Software from the Website.
4.3 No ownership interest in the Software is bestowed to you pursuant to this EULA.
4.4 Except for your pre-existing rights and this license granted to you, we and our licensors retain all rights, titles and interests in and to our Software, all related intellectual property rights, including trademarks (whether registered or pending), domain and business names. Our Software is protected by applicable intellectual property laws, including United States copyright law and international treaties.
4.5 You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this EULA, your content or use of the Software. You are responsible for end users use of your content as a result of your use the Software. You cannot transfer or sublicense your right to use the Software to any third party.
4.6 No support services are provided for the Base Software.
License Grant for Premium Extensions
5.1 If you wish to use Premium Extensions of the Software, you must purchase a license key for the specific Premium Extension(s) you wish to enable.
5.2 John Snow Labs decides which features will be offered as part of the Base Software versus packaged in Premium Extensions. It may add, change or remove different types of Premium Extensions at any time and at its sole discretion.
5.3 License keys for Premium Extensions are sold on a subscription basis. The license keys are only valid and may only be used during the subscription period, and at the scope defined in the invoice used to purchase the license key.
5.4 Except as otherwise expressly permitted in this EULA, you will not defeat, circumvent, interfere with, or disable any reporting mechanism, copy protection mechanism or mechanism in Premium Extensions used to limit license duration or access to non-licensed functionality or capacity.
5.5 Under this license John Snow Labs will provide support services in accordance with our standard support plan for Premium Extensions.
5.6 While a license key for Premium Extensions is granted for a free trial period, you may only use Premium Extensions for the purpose of testing and evaluation
6.1 Except as otherwise explicitly provided in this EULA or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to:
- reproduce, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of the Software or its technological features or measures;
- use Spark NLP for Healthcare and Spark OCR beyond the license duration;
- use Spark NLP for Healthcare and Spark OCR for any illegal purpose or in violation of the US laws and regulations and your applicable laws;
- rent, lease, sell, resell, loan, distribute, or sublicense access to any of the Software;
- circumvent or disable any security or technological features or measures of the Software;
- use our intellectual property rights without our express prior written authorization or in violation of this EULA;
- if used for a trial period, you cannot use the Software for more than one trial period;
- use the Software with an intent to build a competitive product or service, or copy or substantially copy any ideas, features, functions, organization, structure, application program interface, graphics, or user interface of the Software;
- copy, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on the Software (collectively, “Content”) or compile or collect any Content as part of a database or other work;
- use any automated tool (e.g., robots, spiders) to access or use the Software, or to store, copy, modify, distribute, or resell any Content;
- circumvent or disable any rights management, usage rules, or other security features of the Software;
- use the Software in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Software; or
- remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Software or any Content.
6.2 If you breach any of this EULA, the above license will terminate automatically.
Fees and Taxes
7.1 You acknowledge that the rights granted for the Premium Extensions under this EULA are conditional on your timely payment of the fee as per your relevant invoice. Except as otherwise provided in your relevant invoice, the fee shall be payable in full as one single transaction. You will use the Premium Extensions only as long as an active paid license key is in effect.
7.2 You will be responsible for payment of any taxes, duties or levies as applicable to your purchase.
7.3 The price for a relevant license key and constraints under which it may be used will be specified in the invoice used to buy the license key.
8.1 From time to time John Snow Labs can perform updates to our software. If available, such updates may include bug fixes, new features and/or enhancements. You are solely responsible for deploying such updates at your own risk and liability.
Term and Termination; Effect of Termination
9.1 This EULA will become effective as of the date of your purchase of the Software and shall be in effect until terminated.
9.2 John Snow Labs may immediately suspend or terminate your right to use the Software, if you or your end user’s use of the Software:
- is in breach of this EULA;
- poses a security risk to the Software;
- could adversely impact our systems, the Software or other customers;
- could subject us, our affiliates, or any third party to liability; or
- could be fraudulent.
9.3 Further, we may terminate this EULA with you at any time and at our sole discretion by contacting you through the contact details you provided us with.
9.4 We may also immediately suspend or terminate your right to use the Software, if you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
9.5 You will promptly cease use of the Software and promptly irretrievably destroy all product(s) from the Software and/or all proprietary data of John Snow Labs obtained as a result of this license during any period of suspension, or upon termination of this EULA. No copies of the Software shall be retained by the customer, or any of customer’s end users or related third parties.
9.6 All provisions which by their nature are intended to survive termination shall survive termination of this EULA.
Access to the Software
10.1 We do not provide you with the equipment to access the Software. You are responsible for all fees charged by third parties related to your access and use of the Software (e.g., charges by Internet service providers).
10.2 You are responsible for monitoring your use of the Software, including payment of all fees and/or taxes related to such access and use. You agree that John Snow Labs is permitted to request and you hereby consent to provide John Snow Labs information related to your use of the Software for auditing purposes.
10.3 You also certify that you are legally permitted to use the Software, and take full responsibility for the selection and use of the Software. This EULA is void where prohibited by law, and the right to use the Software is revoked in such jurisdictions. John Snow Labs makes no claim that the Software may be lawfully used outside of the United States. If you use the Software from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of jurisdiction.
Links and Third Party Content
12.1 Annotation Lab and NLP Server may display, or contain links to, third party products, services, and websites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties, or which is accessible through or may be located using the Software (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.
12.2 We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using the Software, you may be exposed to content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Products.
13.1 John Snow Labs will not obtain any rights under this EULA from you (or your licensors) to your content.
13.2 The Software is and remains the exclusive property of John Snow Labs and its licensors. Except for the access and use rights expressly set forth in this EULA, no license or other rights in or to the Software or John Snow Labs trademark(s) and other intellectual property rights therein, are granted to you, and all such licenses and rights are expressly reserved. You will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Software or any Content
14.1 “John Snow Labs,” the John Snow Labs logo, and any other product, business or service name or slogan, whether registered or pending, displayed on the Software are trademarks of John Snow Labs, Inc. or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of John Snow Labs or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “John Snow Labs” or any other name, trademark or product, business or service name of John Snow Labs without our prior written permission. In addition, the look and feel of the Software, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of John Snow Labs may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, pending trademarks, registered trademarks, product names and company names or logos mentioned in the Software are the property of John Snow Labs Inc. and/or their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
Disclaimer of Warranties
15.1 YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE PRODUCTS AND CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE PRODUCTS OR ANY CONTENT, AND YOU RELY ON THE PRODUCTS AND CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR PRODUCTS IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR PRODUCTS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS EULA.
Limitation of Liability
16.1 WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR PRODUCTS AND CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE PRODUCTS AND CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID FOR YOUR USE OF THE PRODUCTS AND CONTENT.
17.1 To the full extent permitted by applicable law, you shall defend, indemnify and hold harmless John Snow Labs, its affiliates and its licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to any third party claim concerning: (a) your use of the Software; (b) breach of this EULA or violation of applicable law by you; (c) any content or the combination of such content with other software, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by such content or combination; or (d) breach of any obligation or duty you owe to a third party.
18.1 Enforcement of this EULA will be governed by the laws of the State of Delaware, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to this EULA or your use of the Software will lie in the state and federal courts located in Sussex County, within the State of Delaware, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in this EULA will not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing. In the event that a court of competent jurisdiction finds any provision of this EULA to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
19.1 We may use your contact information to notify you if we have any legitimate interest or if we need to notify you on any important information related to your use of the Software. We will not send you newsletters unless you expressly consented to such notifications.
20.1 If you have any questions or concerns about the Software or this EULA, you may contact us by email at support@JohnSnowLabs.com.