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1. End Customer License Agreement
2. Master Software as a Service (SaaS) Agreement
ANNEX 1: Service Legal Agreement ANNEX 2: Sub-Processor ANNEX 3: Data Processing Addendum LegalThis End Customer License Agreement (“License Agreement”) is entered into as of the Effective Date (as defined in the executed Statement of Work or “SOW”) by and between Eagle Lens, Inc., a Delaware corporation with offices at 530 5th Avenue, New York, NY 10036 ("Eagle Lens") and the Customer identified in the SOW ("Customer").
Each party may be referred to individually as a “Party” and collectively as the “Parties.”
If the Customer accesses Services through an authorized Partner, this License Agreement takes precedence over any conflicting terms in the Customer-Partner agreement with respect to the relationship between Eagle Lens and the Customer. Any rights granted solely through the Partner agreement are enforceable only against the Partner — not Eagle Lens.
BY EXECUTING A STATEMENT OF WORK OR ACCESSING OUR SERVICES, YOU AGREE TO THE TERMS IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE ANY EAGLE LENS PRODUCT OR SERVICE.
1. “Affiliates” means any entity under common control with, controlled by, or controlling another entity, with "control" defined as owning 50% or more of the equity or voting power.
2. “Authorized User” means Customer-nominated individuals allowed to access and use the Services.
3. “Customer” refers to the entity identified in the SOW.
4. “Customer Data” includes any data, images, or materials submitted by the Customer to Eagle Lens.
5. “Facility” means Customer locations where the Services are deployed.
6. “Fees” shall have the meaning provided in Section 5.1.
7. “License Agreement” collectively refers to this agreement and its associated documents.
8. “Partner” means an authorized Eagle Lens reseller, distributor, or marketplace operator.
9. “Partner Contract” is the agreement between Eagle Lens and the Partner enabling service resale.
10. “Services” is defined in Section 2.
11. “Service Data” means analytical or benchmark data collected from usage of the Services, including visual data used to improve Eagle Lens algorithms.
12. “Service Software” refers to Eagle Lens’s AI-based EHS and image processing platform, including any updates, components, or third-party integrations.
13. “Subscription” grants non-exclusive, non-transferable access rights to Services as outlined in the SOW.
14. “Subscription Start Date” is the date Services commence, as specified in the SOW.
15. “Subscription Term” is the active duration of Services as defined in the SOW.
16. “Statement of Work (SOW)” is a jointly approved document outlining project scope, timelines, fees, and usage terms, incorporating this License Agreement by reference.
This License Agreement governs the use of the Services defined in the SOW, detailing the rights and obligations between Eagle Lens and the Customer.
This License Agreement becomes effective on the date the SOW is signed and remains active until all Subscription Terms expire or unless terminated earlier per the Agreement terms.
4.1. License Grant: Eagle Lens grants the Customer a limited, non-exclusive, non-transferable, revocable license to use the Services per this Agreement and associated SOW.
4.2. IP Rights: All intellectual property in the Service Software, Service Data, and Services remains the sole property of Eagle Lens and its licensors. No additional rights are granted unless expressly stated. Customer feedback is welcomed but may be used freely by Eagle Lens without compensation. "Feedback" refers to suggestions, questions, or ideas related to Eagle Lens products or services.
5.1. Fees: Customer agrees to pay the amounts outlined in the SOW.
5.2. Payment Terms: Payment timelines and methods are detailed in the respective SOW.
6.1. Duration: The License Agreement remains valid for the Subscription Term unless terminated earlier under the terms stated herein.
6.2. Termination for Convenience: Either Party may terminate this Agreement with 30 days’ prior written notice.
7.1. Disclaimer: Except as explicitly provided, Eagle Lens makes no warranties, including implied warranties of merchantability or fitness for a particular purpose.
7.2. Customer Warranties: Customer affirms it has full legal authority to enter into this Agreement.
Neither Party shall be liable for indirect, incidental, special, or consequential damages, even if previously advised of their possibility.
Each Party agrees to protect and maintain the confidentiality of proprietary information shared under this Agreement, unless otherwise agreed in writing.
10.1. Governing Law: This Agreement is governed by the laws of the State of New York, excluding its conflict of laws principles.
10.2. Entire Agreement: This document, together with any SOWs, forms the full and final agreement between the Parties, superseding all prior agreements.
10.3. Amendments: Changes to this Agreement must be documented in writing and signed by both Parties.
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