This Software License Agreement ("Agreement") is made between Imperium AI ("Licensor") and you, the licensee ("Licensee"), effective as of the date of digital acceptance or download of the software ("Effective Date").
Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, limited license to use the software ("Software") solely for Licensee's personal or internal business purposes. This license does not allow the Licensee to sell, distribute, or otherwise provide the original or modified Software to any third party.
Licensee agrees to use the Software in accordance with this Agreement and not to exceed the licensed number of instances, users, or uses. Licensee shall not:
The Software and all intellectual property rights therein are and shall remain the property of Licensor. No transfer of intellectual property rights is made under this Agreement. Licensee acknowledges that no title to the intellectual property in the Software is transferred to Licensee, and that Licensee does not acquire any rights to the Software except as expressly set forth in this Agreement.
Licensee agrees to pay Licensor the fee for the Software as agreed in the ordering terms. All fees are non-refundable, except as expressly stated in this Agreement.
Licensee agrees to maintain the Software and any related documentation in confidence and shall not disclose them to any third party without the prior written consent of Licensor.
This Agreement is effective until terminated. It will terminate immediately without notice from the Licensor if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must destroy all copies of the Software.
Under no circumstances shall Licensor be liable for any indirect, incidental, special, punitive, or consequential damages that result from the use of or inability to use the Software, including but not limited to, reliance on any information obtained through the Software; or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, viruses, delays in operation, or transmission, or any failure of performance.
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Licensor is located, without regard to its conflict of law rules. The parties agree that any and all disputes arising out of or in connection with this Agreement, including disputes relating to the interpretation or application of this clause, shall be resolved exclusively through final and binding arbitration conducted in the state of Delaware. The arbitration shall be conducted by a single arbitrator, in accordance with the rules of the American Arbitration Association. The award rendered by the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered by any court of competent jurisdiction.
If any term of this Agreement is found to be unenforceable or invalid, that term will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Software licenses provided by Licensor unless otherwise specified in a future agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Software License Agreement as of the Effective Date.
