Suite license and evaluation terms

The applicable license record is the order, invoice, entitlement, evaluation authorization, or other written authorization issued by M Lab for the copy. It identifies the authorized customer, license type, term, users or devices, and any additional rights. If the license record conflicts with these terms, the license record controls only for the conflicting commercial detail.

Subject to these terms and the license record, M Lab grants Customer a limited, non-exclusive, non-transferable license to install and use the Software in object-code form.

An evaluation license permits internal testing and assessment only, for the period and users or devices stated in the license record. Evaluation use does not include production operation, service delivery for third parties, resale, OEM use, or redistribution.

A Suite license permits internal commercial use of the CoreVQ Studio desktop application and bundled corevq interface by the users or devices stated in the license record. Customer may use and distribute reports and exported results produced from Customer's media. A Suite license does not include an SDK, source-code, embedding, hosted-service, redistribution, sublicensing, or OEM right.

Reasonable backup copies are permitted solely to support authorized use. All copies must retain M Lab and third-party notices.

Except as expressly authorized by the license record or applicable law, Customer must not:

• distribute, rent, lease, lend, sublicense, sell, publish, or make the Software available to another party;
• use the Software as a hosted service or incorporate it into another product, appliance, workflow service, or automated offering for third parties;
• modify, translate, or create derivative works of M Lab-owned Software;
• bypass license, entitlement, usage, or technical restrictions;
• remove proprietary notices or misrepresent the origin of the Software; or
• reverse engineer, decompile, or disassemble M Lab-owned Software.

These restrictions do not limit rights that cannot lawfully be restricted. They also do not restrict replacement, modification, reverse engineering, or debugging rights granted directly by an applicable third-party license, including activity needed to debug modifications to an LGPL-covered library.

Third-party components and model data remain governed by their own licenses. Those terms are provided in Third-Party Notices, the packaged licenses directory, OPEN_SOURCE_OFFER.md, and the package dependency inventory. If these terms conflict with rights granted directly by a third-party licensor, the third-party license controls for that component.

M Lab and its licensors retain all rights not expressly granted. No title to the Software, models, documentation, trademarks, or other M Lab materials transfers to Customer. Customer retains rights in Customer's media, configuration, and generated reports, subject to any rights in the underlying Software and third-party materials.

Customer is responsible for obtaining the rights and permissions necessary to process its media and URLs. Quality scores and reports are engineering measurements, not certifications, legal-compliance decisions, delivery guarantees, or warranties that media is fit for a particular purpose. Customer is responsible for its operational, commercial, and compliance decisions.

The Software performs analysis locally as described in the CoreVQ Privacy Notice. M Lab receives no media or results through the Software unless Customer separately chooses to provide them to M Lab.

Updates, upgrades, maintenance, and support are governed by the license record and the CoreVQ Support Policy. M Lab is not obligated to provide a particular feature, compatibility change, update, or response time unless a written order expressly states that obligation. Updates may require acceptance of replacement terms before installation; replacement terms do not retroactively change the license for an earlier retained copy.

Customer must pay fees stated in the license record. Fees are non-refundable except as expressly stated there or required by law. Customer is responsible for applicable transaction taxes other than taxes measured by M Lab's net income.

The license continues for the term stated in the license record. M Lab may terminate it for a material breach that Customer does not cure within 10 days after written notice, or immediately for unauthorized distribution, sublicensing, or circumvention. On expiration or termination, Customer must stop using and delete the affected M Lab Software, except for archival copies required by law. Sections concerning restrictions, ownership, payment, disclaimers, liability, and general terms survive.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, EVALUATION MATERIALS, DOCUMENTATION, SCORES, AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE." M LAB DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. M LAB DOES NOT WARRANT THAT A SCORE WILL MATCH A PARTICULAR VIEWER, DATASET, STANDARD, OR BUSINESS OUTCOME. Any written warranty stated in a paid license record controls over this section only to the extent of that express warranty.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THESE TERMS FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. M LAB'S AGGREGATE LIABILITY ARISING FROM THE SOFTWARE OR THESE TERMS WILL NOT EXCEED THE FEES CUSTOMER PAID M LAB FOR THE AFFECTED SOFTWARE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; FOR A NO-FEE EVALUATION, THE CAP IS US$100. These exclusions and limits do not apply where prohibited by law and do not limit Customer's payment obligations or liability for unauthorized distribution, infringement, or misuse of M Lab's intellectual property.

Customer must comply with applicable export-control and sanctions laws and must not provide or use the Software where prohibited. Customer represents that it is not a prohibited or restricted party and is not acting for one.

California law governs these terms without regard to conflict-of-law rules. The state and federal courts located in the California county of M Lab's principal office have exclusive jurisdiction, and each party consents to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Customer may not assign these terms without M Lab's written consent, except in connection with a merger or sale of substantially all relevant assets when the successor accepts these terms and is not M Lab's direct competitor. M Lab may assign these terms in connection with a reorganization, merger, financing, or sale of the Software business. Neither party is responsible for delay caused by events beyond its reasonable control.

If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions remain effective. A waiver must be in writing and applies only to the stated instance. These terms, the license record, the Privacy Notice, and any expressly incorporated order constitute the entire agreement for the licensed Suite copy. CoreVQ SDK integration/OEM rights and CoreVQ Services engagements require separate written M Lab agreements.

Licensing contact opens with the official release.