Effective Date: January 1, 2025
1. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Software solely for Licensee's internal business purposes. This license does not grant Licensee any right to distribute, sublicense, modify, or create derivative works of the Software.
2. RESTRICTIONS
Licensee shall not: (a) reverse engineer, decompile, or disassemble the Software; (b) remove any proprietary notices from the Software; (c) use the Software for any unlawful purpose; or (d) permit any third party to access or use the Software without prior written consent from Licensor.
3. PAYMENT TERMS
Licensee agrees to pay all fees as set forth in the applicable Order Form. Payment is due within thirty (30) days of invoice date. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month. All fees are non-refundable except as expressly provided herein.
4. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days written notice. Upon termination, Licensee shall immediately cease all use of the Software and return or destroy all copies thereof. The provisions of Sections 2, 5, 6, and 7 shall survive termination.
5. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.
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