LICENSE-NEURALMAGIC

                    NEURAL MAGIC ENGINE LICENSE AGREEMENT

   Please read this Agreement carefully before using software for the first
   time.  By using the Software, you agree to these terms.  If you do not agree
   to the terms of this Agreement, the Software may not be installed on your
   computer systems. 

   The Software consists of a current version of: (a) machine executable 
   (object) code, and (b) any existing user guide and release notes.  The 
   Software is copyrighted by Neuralmagic, Inc. (“Neural Magic”), and it is 
   licensed and not sold.  Licensing questions about this Software should be 
   directed to license@neuralmagic.com.

      1.    License. You have a non-exclusive, personal and non-transferable
      right and license to use the Software.  You will ensure that anyone who
      obtains and uses the Software does so only in compliance with the terms
      of this Agreement.   No right to sublicense is granted. All other rights
      in and to the Software are hereby reserved.  

      2.    Restrictions. As the source code of the Software is confidential,
      you may not decompile, reverse engineer, disassemble, or otherwise
      attempt to derive the source code of the Software or any purpose.  Except
      as permitted by applicable law and this Agreement, you may not sublicense
      the Software.  You may not use or otherwise export the Software except as
      authorized by United States law.  

      3.    No Warranty. The Software is provided to you "AS IS" and without
      warranty. You are not entitled to any hard copy documentation, maintenance,
      support or updates for the Software unless you have entered into a
      separate commercial agreement under which support obligations are 
      specified.

        WE EXPRESSLY DISCLAIM ALL WARRANTIES RELATED TO THE SOFTWARE, EXPRESS
        OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF 
        MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT
        WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
        REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE 
        UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE
        CORRECTED.  WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING
        THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED
        DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR 
        OTHERWISE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED 
        WARRANTIES, SO PORTIONS OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

      4.    Limitation of Liability.  In no event shall we be liable to you
      for any damages with respect to your use of the Software.  Further:

        UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE BE LIABLE FOR 
        ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT 
        OF OR RELATING TO THIS LICENSE, INCLUDING, BUT NOT LIMITED TO, DAMAGES
        RESULTING FROM ANY LOSS OF DATA CAUSED BY THE SOFTWARE.  SOME 
        JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR 
        CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU.

      5.    Controlling Law and Severability.  This Agreement shall be
      governed by the laws of the United States and those of the Commonwealth 
      of Massachusetts.  If for any reason a court of competent jurisdiction 
      finds any provision, or portion thereof, to be unenforceable, the
      remainder of this Agreement shall continue in full force and effect.  
      Any dispute regarding this Agreement shall be resolved in either the 
      state or federal courts in Massachusetts.  
      
      6.    Complete Agreement.  This Agreement constitutes the entire 
      agreement between us with respect to the version of the Software licensed
      hereunder.  No amendment to or modification of this Agreement will be 
      binding unless in writing. 
      
      
  Your rights under this Agreement will terminate automatically without 
  notice if you fail to comply with any term(s) of this Agreement.

  Updated January 28, 2021

  Neuralmagic, Inc.’s Legal Policies https://www.neuralmagic.com/legal