Licensor grants to Customer a non-exclusive and non-transferrable license to connect to and use the Software pursuant to the terms and conditions set forth in this Agreement. Customer may use one instance of the Software per individual user login identification and password. Any additional user must purchase and obtain a separate license from Licensor. Customer's rights in the Software are limited to those expressly granted in this Agreement, and Licensor reserves all rights and licenses in and to the Software not expressly granted to Customer under this Agreement.
Customer shall not, directly or indirectly, whether on behalf of itself or on behalf of any third party, do any of the following:
In consideration for the license granted under this Agreement, Customer shall pay Licensor the applicable license fees on a monthly basis as set forth in the applicable order, subscription plan, or pricing schedule. Fees shall be billed monthly in advance and are payable on or before the first day of each billing period, unless otherwise stated in writing by Licensor. All payments shall be made in U.S. dollars using a payment method approved by Licensor. Except as expressly stated in this Agreement or required by law, all fees paid are non-refundable, including fees for partial months of service.
Customer acknowledges and agrees that the Software is being provided under license and that Licensor is not selling the Software to Customer. By this Agreement, Customer is not acquiring any ownership interest in the Software or any other rights thereto other than to use the Software in accordance with the license granted hereunder and subject to all terms, conditions, and restrictions set forth in this Agreement. Licensor reserves and retains its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, except as expressly granted to Customer in this Agreement. Customer agrees to safeguard the Software from infringement, misappropriation, theft, misuse, or unauthorized access. Customer further agrees to promptly notify Licensor if Customer becomes aware of any infringement of Licensor's intellectual property rights in the Software and will fully cooperate with Licensor in any legal action taken by Licensor to enforce Licensor's intellectual property rights.
Assumption of Risk. Customer acknowledges and agrees that any information, data, analyses, recommendations, outputs, or other content generated, displayed, or made available through the Software (including any AI-generated outputs) are provided for informational purposes only. Customer uses and relies on all such information entirely at its own risk. Licensor does not warrant or represent that any information generated by or through the Software is accurate, complete, reliable, current, or fit for any particular purpose. Licensor shall have no responsibility or liability for accuracy, errors, omissions, or results obtained from Customer's use of any information generated through the Software, and Customer is solely responsible for independently verifying such information before relying on it.
AI-Generated Outputs. Customer acknowledges and agrees that the Software incorporates artificial intelligence, machine learning, and automated processes that generate outputs, predictions, recommendations, analyses, or other information based on probabilistic models and Customer-provided inputs (collectively, "AI Outputs"). AI Outputs may be incomplete, inaccurate, misleading, non-deterministic, or reflect biases or limitations inherent in such technologies, and Customer agrees that AI Outputs are not a substitute for professional judgment, independent analysis, or verification. Without limiting any of the foregoing, AI Outputs shall not be deemed statements of fact, guarantees, or advice of any kind, and Licensor shall not be responsible for any losses, damages, or claims arising from Customer's reliance on AI Outputs.
Licensor will provide software maintenance and support services in accordance with its then standard support program. Maintenance and support services include the provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, the "Updates") as Licensor makes generally available to all licensees of the Software then entitled to maintenance and support services. Customer agrees that all Updates will be deemed Software and subject to all terms and conditions of this Agreement. Customer acknowledges that Licensor may provide some or all Updates via download from a website designated by Licensor and that Customer's receipt thereof may require an internet connection, which connection shall be Customer's sole responsibility, and Licensor is not obligated to provide Updates via any other medium. Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a separate or new product, and Licensor in its sole and absolute discretion may determine whether any issuance qualifies as a new version, new release, or Update. Licensor has no obligation to provide maintenance and support services, including Updates, and Licensor reserves the right to charge for such continued support and maintenance.
Customer Data Ownership. As between Customer and Licensor, Customer retains all right, title, and interest in and to any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and other materials Customer submits to, transmits through, or otherwise makes available via the Software, including files, prompts, inputs, outputs (to the extent derived from Customer's inputs), and related metadata (collectively, "Customer Data"). Customer grants Licensor a limited license to host, copy, transmit, display, and process Customer Data solely to provide, secure, maintain, and improve the Software as set forth in this Agreement.
Use of Customer Data to Train and Improve AI. Customer agrees and acknowledges that Licensor may use Customer Data to develop, train, tune, validate, and improve machine learning and artificial intelligence models, features, and related technologies that power the Software (collectively, "AI Improvements"). Licensor will use Customer Data for AI Improvements only to improve the Software (including accuracy, safety, and functionality) and to provide new features. Where reasonably feasible, Licensor will use de-identified, aggregated, or otherwise minimized forms of Customer Data for AI Improvements and will maintain administrative, technical, and physical safeguards designed to protect Customer Data.
Customer agrees to defend, indemnify, and hold harmless Licensor and its owners, subsidiaries, affiliated companies, officers, directors, employees, and agents (collectively, "Affiliates") from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Customer's Data; (b) Customer's use of the Software in violation of this Agreement or applicable law; or (c) Customer's violation of any third-party rights.
Any business, operational, or technical information provided by Licensor to Customer hereunder that is marked or otherwise identified as confidential or proprietary (or that Customer knows or reasonably should know is confidential or proprietary); the Software; and any other deliverables furnished by Licensor under this Agreement (collectively, "Licensor's Proprietary Information") contain valuable and confidential information that is proprietary to Licensor and includes and constitutes trade secrets and other commercially sensitive information of Licensor. Customer agrees to maintain the confidentiality of Licensor's Proprietary Information and shall use such information only in carrying out its rights and obligations under this Agreement. Customer shall take commercially reasonable steps to prevent the theft or misuse of any Licensor's Confidential Information and to prevent the disclosure, copying, reproduction, performance, display, distribution, or preparation of derivative works of the Proprietary Information except as expressly authorized in this Agreement.
Licensor agrees to maintain the confidentiality of business, operational, and other information provided by Customer to Licensor hereunder that is marked or otherwise identified by Customer as confidential or proprietary or is of a nature that Licensor knows or reasonably should know is confidential or proprietary (collectively, "Customer's Proprietary Information") and will use such information only in carrying out its rights and obligations under this Agreement and as expressly authorized in this Agreement.
The confidentiality obligations of the Parties regarding the Proprietary Information of the other shall not apply to any material or information that (i) is or becomes part of the public domain through no act or omission of the receiving Party; (ii) is independently developed by employees of the receiving Party without use or reference to the Proprietary Information of the other Party; (iii) is disclosed to the receiving Party by a third party that, to the receiving Party's knowledge, was not bound by a confidentiality obligation to the other Party; or (iv) a receiving Party is compelled by law to disclose, provided that the Party gives prompt notice of the order to the other Party and cooperates with efforts to seek protective treatment where legally permissible.
Term. This Agreement and the license granted hereunder shall remain in force and effect for the period set forth in the applicable order, subscription plan, or schedule unless terminated earlier as set forth herein (the "Term").
Termination. This Agreement and the license granted hereunder may be terminated in accordance with the following: Licensor may terminate this Agreement and the license granted hereunder: (1) upon written notice, without opportunity to cure, if Customer uses, transfers, or discloses the Software or Licensor's Proprietary Information, or any copy or modification thereof, in violation of this Agreement; or (2) upon 15 calendar days written notice if Customer has breached any other material provision of this Agreement and such breach is not fully cured within such 15-day period. Customer may terminate this Agreement upon 30 calendar days written notice if Licensor has breached any material provision of this Agreement and such breach is not fully cured within such 30-day period. Upon termination of this Agreement or any license granted hereunder, Customer's rights to access and use the Software and any Licensor's Proprietary Information shall immediately cease, and Customer shall (1) immediately stop access and use of all such Licensor's Proprietary Information, including the Software; (ii) return all copies of Licensor's Proprietary Information to Licensor; and (iii) delete all Software and Licensor's Proprietary Information off of any and all storage media possessed or controlled by Customer. Customer shall provide written, signed certification that Customer has complied with the provisions of this paragraph. Termination of this Agreement or any license granted hereunder shall not limit any remedies otherwise available to either Party, including injunctive relief.
Customer shall comply with all then current export and import laws and regulations of the United States and such other governments as are applicable to the Software. Customer hereby certifies that it will not directly or indirectly export, re-export, or transship the Software or related information, media, or products in violation of United States laws and regulations.
The Parties are independent contractors and nothing in this Agreement shall be deemed to make either Party an agent, employee, partner, or joint venturer of the other Party.
Except for payment defaults, neither Party shall be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by force majeure or any cause beyond its reasonable control, including, without limitation, labor disputes, strikes, and lockouts; shortages in or inability to obtain labor, energy, raw materials, or supplies; utility or transmission failures; war; riot; or governmental action not the fault of the non-performing Party.
The Software is commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if Customer is the U.S. Government or any contractor therefor, Customer shall receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.204 with respect to the Department of Defense and its contractors; or (b) 48 C.F.R. § 12.212 with respect to all other U.S. Government licensees and their contractors.
Any notice or other communication required or permitted hereunder shall be in writing and be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours (and on the next business day if sent after normal business hours of the recipient); or (d) on the seventh day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such notices and communications shall be sent (a) to Customer at any address, email address, or facsimile number provided by Customer to Licensor on any order form, registration form, subscription plan, or otherwise provided to Licensor; and (b) to Licensor at the address, email address, or facsimile provided on Licensor's website (or to such other addresses as may be designated by a Party from time to time in accordance with this Agreement).
This Agreement, together with any exhibits or schedules included herewith, constitutes the sole and entire agreement between Licensor and Customer with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both oral and written, with respect to such subject matter. This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each Party.
Customer may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement (whether voluntarily, involuntarily, by operation of law, or otherwise) without Licensor's prior written consent, which consent Licensor may give or withhold in its sole and absolute discretion. Any purported assignment, transfer, or delegation in violation of this section is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without Customer's consent. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing herein, whether express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion is not a waiver thereof and does not deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of the Agreement.
If any term or provision of this Agreement is declared to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.
This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation for or against a Party on the basis of authorship.
The headings of the sections, paragraphs, and subdivisions of this Agreement are for the convenience of reference only and do not limit or otherwise affect any of the terms of this Agreement.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without regard to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the state and federal courts located in Orange County, Florida, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection or defense based on improper venue or forum non conveniens.
Each of the Parties warrants and represents that this Agreement has been duly authorized, executed, and delivered by it; that this Agreement constitutes valid and binding obligations enforceable against it in accordance with the terms contained herein; and that the execution and delivery of this Agreement will not violate or contravene in any way any agreement or instrument to which the Party is a party.
In the event of any litigation arising out of or related to the enforcement of this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.