Terms and Conditions

1. DEFINITIONS

2. EVALUATION LICENSE

   1. Subject to the terms and conditions herein, M-XR hereby grants Licensee a personal, non-transferable, non-exclusive, non-sublicensable limited licence to install, run and use the Software during the Pilot Period in the territory of residence of Licensee for the purposes of evaluation of the Software for potential use in Licensee’s business and products.  Subject to the restrictions in clause 3, this license permits Licensee to use the Outputs for any purpose (whether personal or commercial) during and after the Pilot Period.

   2. Licensee may only use a single instance of the Software on one device.  For the avoidance of doubt, use of the Software may not be shared between users or used concurrently on multiple different devices unless each user separately accepts these Terms and M-XR has provided a separate license key to each user (unless otherwise permitted by M-XR).

   3. In case of any conflict, these Terms shall be superseded by any separate written agreement mutually executed by M-XR and the Licensee relating to the Software which shall take priority.  These Terms may be updated from time to time by Licensor and you agree to accept any revised Terms as a condition to your continued use of the Software.

3. RESTRICTIONS

   1. Licensee agrees to not:

      1. use or allow the use of the Software for any purpose or activity that is illegal, unlawful or outside the purpose set out in clause 2.1;

      2. sell, rent, lease, share or provide access to the Software or a device containing the Software to any third party;

      3. copy, modify (without M-XR’s prior written consent), adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of the Software;

      4. attempt to extract or otherwise use source code of the Software;

      5. use the Software or the Outputs to develop software or services that would compete with our Services or assist another person in developing software or services that would compete with the Software or the Outputs;

      6. externally distribute or commercialise (without M-XR’s prior written consent) any part of the Software whether as standalone software or as a component within another product;

      7. use the Software on any proprietary third party materials without permission from such third party;

      8. use the Software to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights;

      9. use any Outputs for training or improving Licensee’s products;

      10. remove any proprietary, copyright, trade secret or warning legend from the Software; 

      11. disable, modify or circumvent any digital-rights-management (DRM) mechanism in the Software; or

      12. allow the Software to become the subject of any charge, lien or encumbrance.

   2. Licensee shall notify M-XR with reasonable details as soon as it becomes aware of any unauthorised use of the software by any of Licensee’s employees, contractors or representatives. 

4. M-XR LIMITED OBLIGATIONS 

   1. During the Pilot Period, M-XR shall be under no obligation to maintain or continue to make available the Software or updated versions of the Software from time to time.  M-XR shall use reasonable commercial endeavours to respond to support requests and Feedback from the Licensee.  If M-XR provides any updated version of the Software, Licensee shall promptly delete old versions of the Software and associated installation files after installation of the new version.

5. INTELLECTUAL PROPERTY

   1. Licensee acknowledges that M-XR owns all Intellectual Property Rights in the Software. Licensee shall have no rights, ownership or interest in or to the Software (other than the right to use it in accordance with these Terms) and expressly disclaims and waives the same.  Nothing in these Terms shall operate so as to transfer any ownership right in the Software from one party to another.

   2. Except as expressly set out in these Terms, M-XR shall not acquire any Intellectual Property Rights in the Inputs or the Outputs generated by the Software from Licensee’s use of the Software, which in each case, remain wholly owned by Licensee and M-XR hereby disclaims any ownership or interest in the Intellectual Property Rights in the same.

   3. Licensee grants to M-XR a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, non-sublicensable, non-transferable, and non-assignable license to use intermediary files generated by the Software in the course of producing the Outputs solely for the purpose of training and internal development of improvements to the Software provided that M-XR shall not use such files or the Outputs for the training of any generative AI models or algorithms without Licensee’s prior written consent.   For the avoidance of doubt, this license does not provide Licensor with permission to incorporate the Outputs into any product or service.

   4. Licensee grants to M-XR a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to reproduce, distribute, use, modify, commercialise, and make derivative works based on, and otherwise exploit any and all Feedback.

6. CONFIDENTIALITY

   1. Notwithstanding the terms of any pre-existing confidentiality agreement executed by the parties, each party agrees to:

      1. keep confidential the Software, Feedback and all other information (whether written, machine readable or oral) concerning or connected with the business and affairs of the other party that it shall have obtained or received as a result of or in connection with discussions leading up to or the entering into or performance of these Terms (the Confidential Information); and

      2. not without the other party’s written consent, disclose the Confidential Information in whole or in part to any other person save those of its personnel and representatives involved in evaluating the Software and who have a need to know the same only to the extent necessary for the proper performance of these Terms, or as required by law.

   2. The provisions of clause 6.1 above shall not apply to the whole or any part of the Confidential Information to the extent that it is already in the other party’s possession or in the public domain, and in either case only other than as a result of a breach of contract or confidence.

   3. Each party hereby undertakes to the other party to make all of its personnel and representatives aware of the confidentiality of the Confidential Information and the provisions of this clause 6 and without prejudice to the generality of the foregoing to take all such steps as shall from time to time be necessary to ensure compliance by its personnel and representatives with the provisions of this clause 6. 

7. DISCLAIMERS AND NO WARRANTIES

   1. To the maximum extent permitted by law, except as otherwise agreed in writing in any separate documentation between the parties, M-XR shall have no liability of any kind to the Licensee in respect of the Software, Outputs or Confidential Information. In particular, M-XR shall have no liability in any circumstances whatsoever for any data loss, corruption or damage to hardware and Licensee agrees that it has sole responsibility for protecting its data.

   2. The Software is provided “as is” and M-XR disclaims any and all warranties, conditions, common law duties, and representations (whether express, implied, oral, and written), with respect to the Software including those of title, non-infringement, merchantability, fitness or suitability for any purpose, system integration, accuracy, quality of Outputs, reasonable care, lack of negligence and those arising from applicable law.  In particular, M-XR makes no warranty that: (i) the Software will operate properly, including as integrated or used in any product; (ii) the Software will meet Licensee’s requirements; (iii) that the operation of the Software will be uninterrupted, bug free, or error free in any or all circumstances; (iv) that any defects in the Software can or will be corrected; (v) that the Software is or will be in compliance with any third party rules or requirements; or (vi) that the Software complies with cyber security standards or best practices.

8. TERMINATION

   1. These Terms shall continue for the Pilot Period provided that either party may immediately terminate these Terms at any time on email or other notice to the other party.

   2. Upon termination of these Terms where the parties have not entered into a new license agreement to commence immediately following such termination, Licensee shall:

      1. immediately cease to use the Software and/or other Confidential Information in all respects save solely as necessary to comply with the exercise of M-XR’s surviving rights following such termination; 

      2. return to M-XR all copies of all or part of the Software and/or the Confidential Information on any tangible medium; and

      3. completely delete all electronic copies of all or part of the Software and/or other Confidential Information on its devices, systems or elsewhere.  On request, Licensee shall certify in writing to M-XR such return or destruction within 5 business days with such certification signed by a senior manager or executive of Licensee.; and

      4. together with M-XR, each undertake to use all commercially reasonable endeavours to discuss in good faith the entry into a full license agreement for the future use of the Software by Licensee on terms mutually agreed between the parties.

   3. The termination or expiry of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

   4. Clauses 1, 3, 5, 6, 7, 8 and 9 shall survive termination of these Terms.

9. GENERAL

   1. Subject to clause 2.3, these Terms set out the entire agreement and understanding between the parties with respect to the subject matter thereof and supersedes all prior non fraudulent oral and written representations, arrangements and understandings between the parties relating thereto.

   2. Licensee shall not be entitled to assign these Terms or any rights and obligations hereunder without the prior written consent of the M-XR, such consent not to be unreasonably withheld.  M-XR shall be entitled to novate, assign or otherwise transfer or sub-license its rights and obligations these Terms on giving Licensee reasonable notice. 

   3. These Terms shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.

   4. Nothing in these terms shall be deemed to constitute a partnership or agency relationship between the parties and neither party shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.

   5. If at any time any part of these Terms is or becomes unenforceable, such part will be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.

   6. No forbearance, delay or indulgence by either party in enforcing the provisions of these Terms shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of these Terms.

   7. These Terms and any non-contractual obligations arising out of it are made and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the courts of London, England. 

10. USE OF OPEN SOURCE SOFTWARE

    1. Marso includes components that are licensed under a variety of Open Source licenses. Further Information can be found in the Open Source Components and Licenses section below.

Open Source Components and Licenses

Below is a list of open source components used in Marso, along with the licenses under which they are distributed. You are encouraged to review the terms of these licenses as they may contain important conditions and permissions.