SOFTWARE LICENSE AGREEMENT

Published

September 4, 2024

IMPORTANT: READ THIS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT:

As between you and Licensor, this software and associated media, printed materials, and “online” or electronic documentation files (collectively, the “Software”), is the proprietary information of ValidMind Inc. (“Licensor”), and is protected under copyright and other intellectual property laws.

No part of this Software may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Licensor.

By installing, copying, or otherwise using the Software, you as a user of the Software (“you”) agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.

LICENSE GRANT. Subject to the terms and conditions of this Agreement, Licensor grants you a non-exclusive, non-transferable, limited license (without the right to sublicense) during the term of this Agreement to install and use the Software only in object code or byte code form for the sole purpose of testing its functionality.
OWNERSHIP. The Software is owned by Licensor and its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. As between you and Licensor, Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not transfer any ownership of the Software to you.
RESTRICTIONS. You will not use the Software for any commercial, production, or operational purposes. You will not (a) modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software including (without limitation) for the purpose of obtaining unauthorized access to the Software, (b) modify, translate, copy, or create derivative works based on the Software, (c) use the Software to create or develop a competitive product or service, (d) circumvent, remove, alter, or thwart any technological measure or content protections of the Software, (e) distribute, sublicense, rent, lease, or lend the Software to any third party, (f) remove or alter any copyright, trademark, or proprietary rights notice contained in the Software or (g) use the Software for any purpose except as expressly permitted under this Agreement.
CONFIDENTIALITY. You agree to safeguard the Software and its related materials with the same care and precaution as you use to protect your own proprietary information and trade secrets, but in no event less than a reasonable degree of care so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than your employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. You shall make all such persons fully aware of their responsibility to fulfill your obligations under this Agreement and agree to be responsible for any breach of this Agreement by such persons. You agree to promptly notify Licensor if you obtain information as to any unauthorized possession, use or disclosure of the Software by any person or entity, and further agrees to cooperate with Licensor in protecting Licensor’s proprietary rights. Upon the request of Licensor, copies and embodiments of the Software and its related materials shall be promptly returned to Licensor by you or destroyed by you, and you agree to certify such destruction in writing.
TERM & TERMINATION. This Agreement is effective until terminated. The Licensee may terminate this Agreement at any time by destroying all copies of the Software and its related materials. The Licensor may terminate this License if you fail to comply with any term or condition of this Agreement. Upon termination, you must destroy all copies of the Software and its related materials in your possession.
DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY (A) INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) ANY AMOUNTS IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
INDEMNIFICATION. You agree to indemnify and hold Licensor harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) (i) arising out of a claim by a third party against Licensor based upon your use of the Software, or (ii) related to, or associated with your customizations, updates and/or corrections to the Software. Licensor shall have no liability to you for any damage sustained by you as a result of your use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise.
GOVERNING LAW. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America, without giving effect to any principles of conflicts of law.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and Licensor with respect to the Software and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Licensor.
ASSIGNMENT. You will not assign your rights and obligations under this Agreement without prior written consent of the Licensor. Licensor may freely assign its rights and obligations without your consent.
MISCELLANEOUS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Without limiting anything herein, and except for your payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics, and power failures. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with this Agreement will be in writing.

By installing or using the Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.