Subject to Licensee’s compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to install and use the Add-On code of the software product (the "Software") solely for Licensee’s internal business purposes.
Licensee shall not, and shall not permit any third party to:
Copy, distribute, disclose, sublicense, sell, or otherwise make the Software or its source code available to any third party, whether directly or indirectly.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.
Modify, adapt, translate, or create derivative works of the Software.
Rent, lease, lend, resell, transfer, or otherwise commercialize the Software without Licensor’s express prior written consent.
Circumvent or attempt to circumvent any technical restrictions or licensing mechanisms.
Any violation of this Section shall be deemed a material breach of this Agreement.
The Software is licensed, not sold. Licensor retains all right, title, and interest, including all intellectual property rights, in and to the Software, related documentation, and any copies thereof.
Licensee acknowledges that the Software, its source code, algorithms, and documentation are Licensor’s confidential and proprietary information ("Confidential Information"). Licensee agrees:
Not to disclose Confidential Information to any third party without Licensor’s prior written consent.
To restrict access to the Software only to employees and contractors with a need to know, who are bound by written confidentiality obligations no less restrictive than this Agreement.
This Agreement begins on the Effective Date and continues until terminated. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any provision of this Agreement. Upon termination, Licensee must:
Cease all use of the Software;
Destroy all copies of the Software and related materials; and
Certify in writing to Licensor that such destruction has occurred.
The Software is provided "AS IS" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
To the maximum extent permitted by law:
Licensor shall not be liable for any indirect, incidental, special, or consequential damages, including lost profits, arising from or related to this Agreement.
Licensor’s total liability for direct damages shall not exceed the license fees paid by Licensee in the twelve (12) months preceding the claim.
This Agreement shall be governed by the laws of [Jurisdiction]. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in [Jurisdiction], and the parties hereby consent to personal jurisdiction therein.
This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior oral or written agreements. Any modifications must be in writing and signed by both parties.