Dataristix Software License Agreement

Software License Agreement

Rensen Information Services Limited ("us" or "RIS") grants you ("you" or the "Licensee") a non-exclusive license to use the Dataristix software ("Licensed Software") based on the following terms and conditions ("Agreement"):

1.    Definitions

(a)    "Intellectual Property" includes any right to, and any interest in, any patent, design, trade mark, trade name and all goodwill rights associated with such works, copyright, database right, trade secret and any other proprietary right or form of intellectual property (protectable by registration or not) in respect of any know-how, technology, concept, idea, data, program or other software (including in source and object codes), specification, formula, drawing, program, design, system, process, logo, mark, style or other thing, conceived, used, developed or produced by any person;

(b)    "Revision" means modifications to the Licensed Software in the nature of improvements made to correct program faults or other defects;

(c)    “Commercial Use” means any use of the Licensed Software by an organization or an individual with the objective of deriving direct or indirect commercial advantage or monetary compensation from its use; this includes, but is not limited to, the use of the Licensed Software for data collection to gain knowledge about business operations, and the use of the Licensed Software to control business processes.

(d)    “Term” means the fixed duration of a Subscription (e.g., 1 year) or the period of continued use of the Licensed Software under the terms of a Subscription License.

(e)    “Subscription” means an enrolment for services and use of the Licensed Software for a defined Term or on an ongoing basis.

2.    License conditions

The Licensed Software is licensed, not sold. The Licensee may elect to use the software under one of the following license conditions. Unless expressly stated otherwise, Clauses 2.5 and 3 to 12 apply to all license options.

2.1    Personal Use License – If the Licensee elects to use the Licensed Software under the Personal Use License option, then Commercial Use is not permitted. 

2.2    Evaluation or Trial License - If the Licensee elects to use the Licensed Software under the Evaluation or Trial License option, then the Licensee must use the Licensed Software for testing and evaluation purposes only, for a maximum duration of 30 days, unless otherwise permitted by RIS.

2.3    Perpetual License – If RIS has issued a perpetual license for the Licensee, then the Licensee may elect to use the Commercial License option and must install and use a single instance of the Licensed Software only. For additional instances, additional licenses must be obtained from RIS.

2.4    Subscription License – If RIS has issued a subscription license for the Licensee - either through direct sale or through the Licensee's acceptance of a Microsoft Marketplace subscription offer - then the Licensee may elect to use the Commercial License option and must deploy and use a single instance of the Licensed Software only. For additional instances, additional licenses must be obtained from RIS or subscribed to on Microsoft Marketplace. Licensee acknowledges that suspension or termination of the Marketplace subscription shall be deemed termination of this Agreement and that Microsoft is not part of this agreement. At the end of the subscription Term, Licensee must either renew the subscription or must cease all use of the Licensed software.

(a)    Subscription offers - RIS' Web site provides details for available Subscription offers. You either commit in advance to purchase Licensed Software for use during a Term and to pay upfront and on a periodic renewal basis in advance of use (e.g., annually) or commit to pay as long as the Licensed Software is in use (pay-as-you-go subscriptions, e.g., Microsoft Marketplace subscriptions). By ordering, renewing, or by continued use of a Subscription, you agree to the Offer Details for that Subscription.

(b)    Pricing and payment - Payments are due and must be made according to the Offer Details for your Subscription. Non-payment will lead to the termination of the Subscription. For fixed-term subscriptions, RIS may determine a grace period at RIS' sole discretion. For Microsoft Marketplace offers, Microsoft will invoice and charge Licensee under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order.

(c)    Renewal - RIS may update this Agreement from time to time and will notify the Licensee of any significant changes made to the Agreement at least 90 days in advance. For fixed-term subscriptions the new Agreement will come into effect at the time of renewal. For pay-as-you-go subscriptions (e.g., Microsoft Marketplace subscriptions) changes take effect at least 90 days after the notification. If you do not agree to any updated Agreement, you may decline to renew your Subscription or terminate its continued use.

2.5     The Licensee is responsible for downloading and/or deploying the Licensed Software and RIS will not be liable for any direct, indirect, or consequential loss resulting due to the downloading or deployment of any Licensed Software.

3.    Intellectual Property Rights

3.1    The Licensee acknowledges that RIS is and shall remain the sole owner of all Intellectual Property rights in the Licensed Software and all and any Revisions.

3.2    The Licensee must not alter, remove, or tamper with copyright notice or other proprietary notice, or other means of identification used on or in relation to the Licensed Software.

3.3    The Licensee shall not reverse assemble or reverse compile or directly or indirectly allow or cause any third party to reverse assemble or reverse compile the whole or any part of the Licensed Software.

3.4    The Licensee must not modify or enhance the Licensed Software. If this clause is breached, all and any resulting modifications or alterations of the Licensed Software shall remain the property of RIS in all respects. Specifically, the Licensee shall if required by law to affect the ownership provisions in this clause, assign to RIS all Intellectual Property rights arising out of any copies or modifications of, or alterations to the Licensed Software. The Licensee hereby grants an irrevocable power of attorney to RIS to execute any instruments required to achieve the ownership provided for under this clause, for and on behalf of the Licensee, should the Licensee fail to do so. 

3.5     The Licensee must not do or authorize any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property of RIS and will not omit or authorize any third party to omit to do any act which, by its omission, would have that effect.

3.6    The Licensee must notify RIS of any actual, threatened, or suspected infringement of any Intellectual Property rights and of any claim by any third party that any use of the Licensed Software infringes any rights of any other person as soon as that infringement or claim comes to the Licensee's notice. The Licensee will do all such things as may reasonably be required by RIS to assist RIS in pursuing or defending any proceedings in relation to any such infringement or claim.

4.    Integrated AI Services

4.1    Description of AI Services and AI Assistants

The Licensed Software may include optional features with Subscription Licenses that leverage artificial intelligence and machine learning models hosted and operated on Microsoft Azure infrastructure (“AI Services”). The AI Services are made available to users through one or more user facing AI assistants, including:

(a)    AI Librarian, which provides explanations, summaries, and references based on software documentation, metadata, and user provided contextual information;

(b)    AI Advisor, which provides high level guidance, recommendations, and considerations related to industrial data processing architectures, analytics approaches, and configuration options; and

(c)    AI Builder, which generates example or draft industrial data processing flows, task pipelines, or configurations based on Licensee's Inputs.

The AI assistants act solely as interfaces to the AI Services and do not function independently of the Software.

The AI Services enable Licensees to submit queries, prompts, specifications, or other data related to industrial data processing, analytics, integration, or workflow design (collectively, “Licensee Inputs”) and to receive generated responses such as explanations, documentation summaries, design suggestions, example processing flows, configuration guidance, or analytical insights (“AI Outputs”).

The AI Services and AI assistants are intended solely to support informational, planning, and design activities related to industrial data processing and are not designed to operate, control, or directly interface with physical equipment, industrial control systems, or safety critical systems.

4.2    Data Protection Roles

To the extent that Licensee Inputs include personal data subject to applicable data protection laws (including the GDPR):

(a)    The Licensee acts as Data Controller; and

(b)    RIS acts as Data Processor, processing such personal data solely for the purpose of providing the AI Services in accordance with this Agreement and the Licensee's documented instructions.

Any processing of personal data in connection with the AI Services shall be subject to RIS’ applicable data protection documentation, including any Data Processing Addendum in force between the parties.

4.3    Licensee Responsibilities

Licensee is solely responsible for:

(a)    The content, accuracy, legality, and appropriateness of all Licensee Inputs submitted to the AI Services or AI assistants;

(b)    Ensuring that Licensee Inputs are limited to what is necessary for the intended purpose and do not include personal data, confidential information, or sensitive operational data unless permitted under this Agreement and applicable law;

(c)    Determining the suitability of AI Outputs for the Licensee's specific industrial environment, data architecture, and regulatory or operational constraints; and

(d)    Complying with all applicable laws, regulations, and industry standards governing industrial data processing and analytics.

Licensee must not use the AI Services or AI assistants to generate or apply content that is unlawful, misleading, unsafe, or reasonably likely to cause operational, environmental, or safety harm.

4.4    Third Party AI Providers

The AI Services rely on third party large language models and cloud services provided by Microsoft or its affiliates operating on Azure infrastructure (“Third Party AI Providers”). Licensee acknowledges that performance and availability of the AI Services may depend on such Third Party AI Providers and their applicable technical and contractual constraints. The RIS’ obligations under this Agreement relating to the AI Services, including data processing, retention, and training restrictions, apply to the extent such matters are within the RIS’ reasonable control and are supported by the applicable Third Party AI Provider services and configurations.

4.5     Engineering, Operational, and Safety Limitations

The AI Services, AI assistants, and AI Outputs:

(a)    Do not provide professional engineering, safety, regulatory, or certification advice;

(b)    Are not designed for real time monitoring, control, or operation of industrial equipment, machinery, or control systems (including PLCs, SCADA, DCS, or safety instrumented systems); and

(c)    Must not be used as the sole basis for decisions affecting production operations, worker safety, system integrity, environmental compliance, or regulatory obligations.

Licensee remains solely responsible for independent review, validation, testing, and expert assessment before implementing any industrial data processing flow or architecture informed by AI Outputs.

4.6    AI Generated Output and Human Oversight

AI Outputs are generated through automated processing but are intended to be reviewed and evaluated by human users. AI Outputs are provided on an “as is” and “as available” basis and may be inaccurate, incomplete, or unsuitable for a particular industrial context.

The AI Services and AI assistants do not perform automated decision making that produces legal or similarly significant effects on individuals without meaningful human involvement.

4.7    Data Security and Retention

RIS shall implement appropriate technical and organisational measures designed to protect personal data processed through the AI Services against unauthorised access, disclosure, alteration, or loss. Personal data included in Licensee Inputs shall be retained only as long as necessary to provide the AI Services or as required by applicable law, taking into account any limited retention or processing performed by Third Party AI Providers for security, abuse prevention, or compliance purposes as governed by Microsoft’s published retention policies outside RIS’ direct control.

4.8    Ownership and Use of Data

As between the parties:

(a)    Licensee retains all rights in its Licensee Inputs;

(b)    Licensee may use AI Outputs internally for its business purposes in connection with its use of the Licensed Software; and

(c)    RIS retains all rights, title, and interest in and to the Licensed Software, the AI Services, the AI assistants, and the underlying technology, excluding Licensee Inputs.
No rights are granted to Licensee in the underlying AI models or Third Party AI Provider technology.

4.9    No Training on Licensee's Data

RIS will not use Licensee Inputs, including any personal data, to train or fine tune general purpose AI models under RIS’s control, except as necessary to provide the AI Services to Licensee or as otherwise expressly agreed in writing, and subject to the applicable terms and technical operation of the Third Party AI Providers.

4.10 Disclaimer of Warranties and Limitation of Liability

The disclaimers of warranties and limitations of liability set forth elsewhere in this Agreement apply fully to the AI Services, AI assistants, and AI Outputs, subject to any mandatory rights under applicable law.

5.    Limited Warranty

5.1    Warranty

RIS warrants that for a period of ninety (90) days from the date the Licensed Software is first made available to the Licensee (the “Warranty Period”), the Licensed Software will, when used in accordance with the Online Help and this Agreement, operate substantially in accordance with the functional descriptions set out in the Online Help. 

5.2    Warranty Exclusions

The warranty in Clause 5.1 does not apply to any failure or non‑conformance resulting from:

(a)     misuse, abuse, negligence, or use of the Licensed Software other than in accordance with this Agreement or the Online Help;

(b)     modification of the Licensed Software not authorised in writing by RIS;

(c)     use of the Licensed Software with hardware, software, systems, or data not supported or approved by RIS; or

(d)     circumstances beyond RIS’s reasonable control.

5.3    Warranty Remedy

The warranties and remedies set out in this Clause 5 are exclusive and replace all other warranties, conditions, representations, or remedies, whether express or implied, to the maximum extent permitted by applicable law.

5.6     No Additional Warranties

Except as expressly stated in this Clause 5, the Licensed Software (including any AI Services and AI Outputs) is provided “as is” and “as available”, and RIS disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non‑infringement, to the extent permitted by law.

6.    Limitation of liability

6.1    Any expressed or implied warranties except for the Limited Warranty in Clause 5, including, but not limited to, the implied warranties of fitness for a particular purpose are disclaimed. To the maximum extent of the applicable law, in no event shall RIS be liable for any direct, indirect, incidental, special, exemplary, consequential or other damages (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other loss) however caused arising in any way out of the use of the Licensed Software, even if RIS has been advised of the possibility of such damage. If liability may not be excluded, then, to the maximum extent of the applicable law, such liability is limited to the price paid for the Licensed Software by the Licensee within the 13 months preceding any claim.

7.    Termination

7.1     RIS may terminate this Agreement immediately, without notice in writing being given to the Licensee, if any of the terms and conditions of this Agreement are breached. If the Licensee is in breach of a term of this Agreement, RIS may at its discretion allow the Licensee thirty (30) days in which to remedy the breach.

7.2     Upon termination, RIS may in addition to any other remedies provided by law:

(a)     require the Licensee to remove the Licensed Software from the computers or site upon which the Licensed Software has been downloaded and/or deployed; 

(b)    retain any funds paid by the Licensee for the Licensed Software; and

(c)     be discharged from any further obligations under this Agreement.

8.    Assignment

The Licensee may not assign or transfer any rights under this Agreement to any person or organization nor may the Licensee, rent, lease, or lend all or parts of the Licensed Software. 

9.    Force Majeure

RIS' obligations shall be suspended for such time as any event occurs which is beyond the control of RIS and which prevents or inhibits its performance under this Agreement and may terminate this Agreement should such event continue for a period of more than 30 days.

10.    Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements, understandings whether verbal or in writing.

11.    Severability 

If any provision of this Agreement is held to be invalid, unenforceable, or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall be deemed severed.

12.    Governing Law 

12.1     This Agreement will be governed by and construed according to the law of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.