License ARR

PROPRIETARY SOFTWARE LICENSE AGREEMENT

1. PREAMBLE

This Proprietary Software License Agreement (the “Agreement”) constitutes a legally binding agreement between the Licensor and any individual, legal entity, or other party accessing, installing, copying, using, or otherwise interacting with the Software (the “Licensee”).

By accessing, downloading, installing, executing, copying, or otherwise using the Software, the Licensee expressly acknowledges and agrees to be bound by the terms and conditions set forth herein.

All rights not expressly granted under this Agreement are strictly reserved by the Licensor.

2. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

The Software, including without limitation its source code, object code, compiled binaries, scripts, architecture, algorithms, data structures, interfaces, layouts, audiovisual elements, graphical user interface components, icons, logos, images, design elements, documentation, manuals, databases, trade dress, and all associated materials (collectively, the “Protected Materials”) are and shall remain the sole and exclusive property of the Licensor.

The Protected Materials are protected under applicable copyright laws, trade secret laws, patent laws, trademark laws, and all other intellectual property and proprietary rights laws, whether domestic or international.

No ownership rights, title, or interest in the Software or any part thereof are transferred to the Licensee under this Agreement.

3. LIMITED LICENSE GRANT

Subject to full compliance with this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Software for its expressly intended lawful purpose.

This license is strictly limited to the scope expressly authorized in writing by the Licensor.

Any use beyond the expressly permitted scope shall constitute a material breach of this Agreement.

4. STRICT PROHIBITIONS

Without the prior express written consent of the Licensor, the Licensee shall not, directly or indirectly:

copy, reproduce, duplicate, republish, distribute, disclose, publish, display, transmit, or otherwise make available any portion of the Software or Protected Materials;
modify, adapt, alter, translate, localize, transform, enhance, update, or create derivative works based on any part of the Software;
reverse engineer, decompile, disassemble, decode, extract, reconstruct, or otherwise attempt to derive the source code, structure, logic, algorithms, or design of the Software;
reuse, incorporate, merge, embed, port, or integrate any portion of the Software, code fragments, algorithms, visual assets, graphical elements, documentation, or underlying logic into any other software, system, service, product, or work;
copy or reuse any isolated component, module, class, function, method, routine, asset, design, interface, or snippet, regardless of size or degree of modification;
create derivative, adapted, inspired, or substantially similar works based in whole or in part on the Software;
remove, obscure, alter, or tamper with copyright notices, trademarks, proprietary legends, or attribution statements;
lease, rent, lend, sell, sublicense, assign, transfer, or otherwise commercially exploit the Software;
use the Software for benchmarking, competitive analysis, model training, cloning, replication, or creation of competing products;
enable or permit any unauthorized third party access, reuse, or extraction of any part of the Software.

Any partial reuse, including isolated code segments, interface elements, graphical assets, design patterns, workflows, or logic structures, shall be deemed an infringement of the Licensor’s rights.

5. DERIVATIVE WORKS AND NON-CIRCUMVENTION

Any derivative work, adaptation, enhancement, translation, port, fork, refactoring, redesign, imitation, or functional reproduction based wholly or partially upon the Software, regardless of the extent of transformation, shall remain exclusively prohibited unless expressly authorized in writing by the Licensor.

The Licensee shall not circumvent the intent of this Agreement by making cosmetic, structural, or nominal modifications to any protected portion of the Software.

Substantial similarity in functionality, structure, visual identity, code logic, or implementation methodology shall constitute prohibited derivation.

6. CONFIDENTIALITY AND TRADE SECRETS

To the extent the Software contains confidential, proprietary, or trade secret information, the Licensee shall maintain such information in strict confidence and shall not disclose, copy, or use it except as expressly authorized herein.

The obligations under this clause shall survive termination of this Agreement.

7. TERMINATION

This Agreement shall terminate automatically and immediately upon any breach of its terms.

Upon termination, the Licensee shall immediately cease all use of the Software and permanently destroy all copies, reproductions, extracts, backups, derivatives, and associated materials in its possession or control.

Termination shall be without prejudice to any rights, claims, or remedies available to the Licensor.

8. INJUNCTIVE RELIEF AND REMEDIES

The Licensee acknowledges that any unauthorized use, reproduction, disclosure, or derivation of the Software may cause irreparable harm to the Licensor for which monetary damages may be inadequate.

Accordingly, the Licensor shall be entitled to seek immediate injunctive relief, specific performance, equitable remedies, damages, costs, and legal fees, in addition to any other remedies available at law or in equity.

9. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE”, AND WITH ALL FAULTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, PERFORMANCE, AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, OR ERROR-FREE OPERATION.

THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION, OR DEFECT.

10. LIMITATION OF LIABILITY AND EXCLUSION OF RESPONSIBILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, MISUSE, MODIFICATION, UNAUTHORIZED ACCESS, FAILURE, MALFUNCTION, OR SECURITY BREACH OF THE SOFTWARE.

THIS EXCLUSION INCLUDES, WITHOUT LIMITATION:

loss of profits;
loss of revenue;
business interruption;
data loss or corruption;
hardware or software damage;
operational failure;
legal claims by third parties;
reputational damage;
financial losses;
system downtime.

THE LICENSOR SHALL FURTHER HAVE NO LIABILITY FOR ANY DAMAGES OR ISSUES RESULTING FROM:

improper installation or configuration;
unauthorized modification or integration;
third-party components or dependencies;
user negligence or misuse;
force majeure events;
incompatibility with external systems.

THE LICENSEE ASSUMES FULL RESPONSIBILITY AND RISK FOR ANY USE OR MISUSE OF THE SOFTWARE.

11. INDEMNIFICATION

The Licensee agrees to defend, indemnify, and hold harmless the Licensor from and against any and all claims, liabilities, damages, losses, costs, expenses, and legal fees arising out of or related to the Licensee’s use, misuse, breach, unauthorized distribution, or unlawful exploitation of the Software.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of country, without regard to conflict of law principles.

Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of the country.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous understandings, whether written or oral.

No part of this Software or its associated materials may be copied, reused, modified, distributed, reverse engineered, or incorporated into any derivative work without the prior express written authorization of the Licensor.

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