Privacy Policy

Purple Network Model License Agreement

Last updated May 16, 2022

This Purple Network Model License Agreement, (“Agreement”), is a binding agreement between Purple Network Inc. (“Purple Network”) and you (either an individual or an entity, hereinafter “Licensee”) with respect to the Models made available to you through the Purple Network Marketplace.

Purple Network PROVIDES THE MODEL SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON OR OTHERWISE USING THE MODELS. YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, Purple Network WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY MODELS THAT LICENSEE DID NOT ACQUIRE UNDER THE TERMS OF THIS AGREEMENT OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF MODELS.

Definitions.
“Documentation” means Purple Network’s or its licensors user manuals, technical manuals, and any other materials made available by Purple Network, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of any respective Models.
“Purple Network Marketplace” the online marketplace of Licensor found at https://purpleswap.com/ where Models are listed and made available to purchase a license in accordance with the Licensor Terms and Conditions and this Agreement.
“Purple Network Terms of Use” means Terms of Use found at https://purpleswap.com/terms-and-conditions/terms-of-use and which apply to the Purple Network Marketplace and any purchase of a license to any respective Model.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Licensee Customer” means the authorized customer end users of Licensee Products.
“License Fee” “License Fees” means the license fees, including all taxes thereon, paid or required to be paid by Licensee in accordance with the Purple Network Terms of Use for the license to any applicable Model during the Term.
“Licensee Products” means the products developed and offered by Licensee which incorporate the respective Model(s) for the functionality of the such products, which are ultimately licensed and used by a Licensee Customer.
“Models” means the applicable packaged code, including related APIs, for which Licensee is purchasing a license, and as made available through the Purple Network Marketplace.
“Term” has the meaning set forth in Section 7.
License.
Model(s) License Grant. Subject to and conditioned upon Licensee’s continued monthly payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Purple Network hereby grants to Licensee during the Term a non-exclusive, non-transferable, non-assignable, sublicensable (solely in accordance with Section 2.3 below), limited license under copyright as it relates to a respective Model, to:
reproduce and install in accordance with the Documentation the Models on computers or other appropriate hardware owned or leased, and controlled by, Licensee;
to use the Models to develop, test, and support the Licensee Products;
subject to Section 2.3 below, to distribute the respective Model with Licensee’s Product to end users of the Licensee Product.
Documentation License. Purple Network hereby grants to Licensee during the Term a non-exclusive, sublicensable (solely in accordance with Section 2.3 below), non-transferable, non-assignable license under copyright to reproduce, install, and distribute the Documentation solely for Licensee’s internal business purposes in connection with its use of the Models with Licensee Products.
Sublicense Restrictions. Conditioned upon Licensee obligation to bind respective Licensee Customers to terms as set forth in Section 4 below, during the Term and subject to the continued payment of the License Fee, Licensee has the limited right to grant to Licensee Customers a sublicense under copyright to reproduce the Models and Documentation solely as part of Licensee Products.
Use Restrictions. Licensee shall not, directly or indirectly:
provide access to any individual other than an Authorized User;
use (including make any copies of) the Models or Documentation beyond the scope of the license granted under Section 2;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Models or Documentation or any part thereof;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Models or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Models or Documentation, including any copy thereof;
rent, lease, lend, sell, assign, distribute, publish, transfer, or otherwise make available the Models, or any features or functionality of the Models, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
use the Models or Documentation in violation of any law, regulation, or rule; or
use the Models or Documentation for purposes of competitive analysis of the Models, the development of a competing software product or service, or any other purpose that is to the Purple Network’s commercial disadvantage.
End User License Agreement. Licensee agrees that that Licensee is responsible for ensuring that its Licensee Customer end users are made aware that the respective Licensee Products contain applicable third-part Models subject to the terms and conditions set forth in Section 4.1, Section 4.2, and Section 4.3 below, and shall pass through such respective terms in a legally appropriate manner when licensing or otherwise selling the Licensee Products.
Limited End User License Rights. The copyright license to third-party data Models contained in Licensee Products granted to Licensee Customer end users is a limited non-exclusive, non-sublicensable, non-transferrable, non-assignable license to reproduce the Models solely as necessary to use the Licensee Product by such respective Licensee Customer end user.
Restrictions. Licensee Customer end users shall not:
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Models or Documentation or any part thereof;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Models or any part thereof;
rent, lease, lend, sell, assign, distribute, publish, transfer, or otherwise make available the Models, or any features or functionality of the Models, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
use the Models or Documentation in violation of any law, regulation, or rule.
ANY MODEL CONTAINED IN LICENSEE PRODUCTS IS PROVIDED “AS IS” AND ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED. NEITHER THE OWNER OR ANY UPSTREAM THIRD-PARTY LICENSOR OF ANY MODEL SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE MODEL.
Collection and Use of Information. Licensee acknowledges that Purple Network may, directly or indirectly, collect and store information regarding use of the Models and about equipment on which the Models are installed or through which such Models are otherwise accessed and used (“Use Data”), provided such Use Data does not directly identify Licensee, Licensee Customer or any individual. You hereby grant Purple Network, and will cause Licensee Customer to grant a perpetual, non-exclusive, royalty-fee, fully paid up, transferrable and assignable license in and to the Use Data.
Intellectual Property Rights. Licensee acknowledges and agrees that the Models and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Models or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Purple Network and its licensors and service providers reserves and shall retain their entire right, title, and interest in and to the Models and all Intellectual Property Rights arising out of or relating to the Models, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Models (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Purple Network if Licensee becomes aware of any infringement of the Purple Network’s Intellectual Property Rights in the Models and fully cooperate with Purple Network in any legal action taken by Purple Network to enforce its Intellectual Property Rights.
Term and Termination.
This Agreement and the license granted to any respective Model hereunder shall remain in effect for the period of time in which you continue to pay the associated License Fee for such respective Model(s) in accordance with the Purple Network Terms of Use (such license period with respect to each Model licensed referred to herein as the “Term”).
Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Models and Documentation and providing notice to Purple Network of such determination to Terminate thirty (30) days prior to the next License Fee related to the applicable Model.
Purple Network may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after Purple Network provides written notice thereof.
Purple Network may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Models and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all License Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.
Warranty Disclaimer. THE MODELS AND DOCUMENTATION ARE PROVIDED TO LICENSEE AND ANY RESPECTIVE LICENSEE CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Purple Network, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE MODELS AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, Purple Network PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED MODELS WILL MEET LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER MODELS, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
IN NO EVENT WILL Purple Network OR ITS AFFILIATES, OR LICENSORS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE MODELS; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE Purple Network WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL Purple Network’S OR ITS AFFILIATES’, INCLUDING ANY OF ITS LICENSORS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED ONE HUNDRED ($100) US DOLLARS.
THE LIMITATIONS SET FORTH IN SECTION 9.1 AND SECTION 9.2 SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
Indemnification. Licensee agree to indemnify and hold harmless Purple Network and its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, licensors, and agents from and against any and all third-party claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to (1) any use of Licensee Products, (2) Licensee’s breach of a material obligation under this Agreement, and (3) with respect to any violation a Licensee Customer obligation under Section 4. Purple Network may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Licensee shall not settle any related action on any terms or in any manner that adversely affects the rights of Purple Network without Purple Network’s prior written consent.
Export Regulation. The Models and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Models or Documentation to, or make the Models or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Models or Documentation available outside the US.
US Government Rights. The Models are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Models and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Miscellaneous.
Governing Law. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the City of Manhattan and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
Force Majeure. Purple Network will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Purple Network’s reasonable control.
Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail. Licensee agrees that Purple Network will contact Licensee using the current contact information that Purple Network has on file in accordance with Purple Network’s Terms and Conditions. Licensee agrees that it is Licensee’s responsibility to keep such contact information current. Purple Network’s contact information is as follows:
By Mail:

Purple Network Inc

Email:

support@purplenetwork.us

Entire Agreement. This Agreement, together with Purple Network Terms of Use and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Purple Network with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Purple Network’s prior written consent, which consent Purple Network may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.5 is void. Purple Network may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other individual any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Agreement Interpretation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Purple Network Terms of Use referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.