Software License Agreement

THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is entered into as of [DATE] (the “Effective Date”), by and between DataVaulture LLC, a California limited liability company (“Licensor”), and the individual or entity (“Licensee”) that accesses, downloads, installs, or uses the Software. Licensee and Licensor may be referred to in this Agreement collectively as “Parties” or individually as a “Party”.

By clicking “I Agree,” checking a box, or otherwise accessing or using the Software, Licensee acknowledges that it has read, understood, and agrees to be bound by this Agreement. If Licensee does not agree to all of the terms, it must not install or use the Software.

If the Licensee is entering into this Agreement on behalf of a company or other legal entity, Licensee represents that it has authority to bind that entity, and “Licensee” will refer to that entity.

RECITALS

Licensor owns proprietary software (“Software” or “Licensed Product”) and agrees to license it to Licensee for Licensee’s internal business use. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual promises set forth herein, Licensor and Licensee hereby agree as follows:

1. Grant of License.

1. Grant. Licensor grants to Licensee, and Licensee accepts, a, nonexclusive, and nontransferable license to install, execute, and use the Licensed Product in the United States in the manner described in this Agreement during the License Term specified in Schedule A. Licensor reserves all rights in the Licensed Product.

2. Permitted Uses. Licensee must use the Licensed Product (a) only in a manner and for the purposes for which the Licensed Product was designed, and (b) only on Licensee’s own data for its sole and exclusive benefit. The Software is provided as-is and may be used only in the form delivered by Licensor. Licensee may not modify, adapt, or create derivative works of the Software.

3. License Scope and Restrictions. Each license is limited to the total number of unique authorized users specified in Schedule A, measured across all installations and environments operated by the Licensee. Licensee may deploy multiple installations or environments of the Software, provided that the total number of unique users accessing the Software across all such installations does not exceed the licensed number of users specified in Schedule A. Licenses may not be shared, assigned, sublicensed, or used to provide services to affiliates, clients, or other third parties. License keys issued by Licensor are time-limited and will automatically expire at the end of their stated term. Continued use after expiration requires renewal and payment of the applicable renewal fee. Licensee shall not attempt to disable or circumvent any license-key or usage-control mechanism.

4. Prohibited Uses. All uses not permitted under this Section 1 are prohibited. By way of example and without limitation, Licensee may not: (a) disassemble, decompile, reverse engineer, or modify the Licensed Software; (b) examine the Licensed Software with debugging, memory inspection, or disk inspection tools; (c) rent or sublicense the Licensed Product; (d) permit use of the License Product by a person who is not an employee or agent of Licensee permitted to use the Licensed Product; or (e) transmit an electronic copy of the Licensed Software by any means.

5. Ownership. The Software and all related documentation are licensed, not sold. Licensor retains all rights, title, and interest in and to the Software, Documentation, and all associated intellectual-property rights, including copyrights, patents, trademarks, and trade secrets. Licensee acknowledges that all such intellectual-property rights are owned by Licensor or its suppliers. Neither this Agreement (nor Licensee access to or use of the Software) transfers to Licensee or any third party any rights, title, or interest in or to such intellectual-property rights, except for the limited license expressly set forth in this Section 1. Licensor reserves all rights not expressly granted, and no implied licenses are created under this Agreement. Licensee shall not remove or alter any proprietary notices appearing on the Software or Documentation.

2. Delivery Installation and Acceptance. 

1. Delivery. Licensor will make the software available for electronic download as a Docker image or by another delivery method designated by Licensor). Delivery is complete when the Docker image is made available for download.

2. Installation. Licensee is responsible for installation and proper operation of the Software in its own environment and ensuring that its systems meet any technical requirements published by Licensor. Licensor has no obligation to install or configure the Software for Licensee. 

3. Free Core Software; Paid Features. The base Software may be made available without charge for limited use. Certain premium features, including but not limited to user management functionality, require payment of the applicable Fees and a valid license key issued by Licensor. Use of such paid features without authorization or beyond the licensed scope is prohibited. 

4. License Keys and Access Control. Licensor may implement license-key or access-control mechanisms to enable or disable paid features. License keys are time-limited and must be renewed to maintain continued access to paid functionality. Licensee agrees not to attempt to circumvent or disable any such mechanisms

5. Acceptance. The Software will be deemed accepted upon the earlier of (a) Licensee’s first use of the Software, or (b) ten (10) days after delivery.

3. Charges and Payment.

1. License Fees. As compensation for the license granted under this Agreement, Licensee shall pay Licensor the license fee specified in Schedule A (the “License Fee”). Each license granted under this Agreement is time-limited for the License Term specified in Schedule A. Licensee shall pay all applicable Fees in full and in advance of the start of each License Term. At the end of the License Term, Licensee’s access to the Software and any paid features will automatically expire unless the license is renewed and all renewal Fees are paid in advance.

Licensor may, at its discretion, offer a free or trial license for evaluation purposes. Any such trial license will automatically expire at the end of its stated period, and continued use of the Software thereafter requires payment of the applicable Fees. Upon expiration of any license term—whether paid or trial—Licensee may be automatically prevented from accessing the Software until renewal or payment is completed.

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3. Renewal Fees. Continued use of the Software after expiration of a license key requires renewal and payment of the applicable renewal fee.

4. Payment Terms. All fees shall be paid in U.S. dollars and are non-refundable. Licensee shall make payment without offset or deduction. 

5. Taxes. Licensee shall be responsible for all sales, use, and other taxes arising from the license, delivery, or use of the Software, except taxes on Licensor’s income.

6. Audit. Licensor may, on reasonable notice and during normal business hours, audit Licensee’s use of the Software to verify compliance with this Agreement.

4. Technical Assistance. Licensor will provide reasonable technical support to Licensee through the support email address published by Licensor. Support is limited to assistance with installation, basic operation, and reporting of software defects.

Licensee may report bugs or issues by email, and Licensor will use commercially reasonable efforts to correct verified defects and make updated versions of the Software available online. Licensor is not obligated to provide on-site support, customization, or any service beyond what it determines to be reasonable.

Licensor makes no guarantees regarding response times or resolution of any issue.

5. Licensee’s Representations and Warranties.

1. Compliance and Use. Licensee represents and warrants that it will use the Software only in compliance with this Agreement and all applicable laws and regulations.

2. Third Party Materials. Licensee represents that it has obtained all rights necessary to use any data, software, or materials it integrates or uses with the Software and that such use will not infringe the rights of any third party.

3. Responsibility. Licensee is solely responsible for (i) the installation, operation, and results obtained from the Software; (ii) the accuracy of data entered or processed; and (iii) maintaining adequate backup, security, and control of its systems and data.

4. Acknowledgment. Licensee acknowledges that Licensor is relying on these representations and warranties as a material condition of entering into this Agreement. With respect to all computer programs, and data and hardware not provided by Licensor and to be used or reproduced during Licensee’s use of the Licensed Product, Licensee represents that it has all necessary rights to use or reproduce the computer programs and that no use of the Licensed Product in connection therewith shall be made that causes an infringement of the right of any third party.

6. Disclaimer of Warranties; Limitation of Liability.

1. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSEE ASSUMES ALL RISKS ARISING FROM ITS USE OF THE SOFTWARE, INCLUDING ANY RELIANCE ON RESULTS OBTAINED FROM SUCH USE.

2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE GIVING RISE TO THE CLAIM.

7. Indemnification.

1. By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (i) Licensee’s use of the Software in violation of this Agreement or applicable law, or (ii) any data, materials, or systems provided or used by Licensee in connection with the Software that infringe or misappropriate any third-party rights.

2. By Licensor. Licensor shall defend any third-party claim alleging that the Software, when used as authorized under this Agreement, infringes a United States copyright, patent, or trade secret, and shall pay any final damages awarded or settlement amounts approved by Licensor. Licensor shall have no liability for claims based on (i) use of a modified version of the Software, (ii) combination of the Software with other products not provided by Licensor, or (iii) Licensee’s failure to use an updated, non-infringing version provided by Licensor. This subsection states Licensor’s entire obligation and Licensee’s exclusive remedy for any such claim.

8. Termination and Default.

1. Termination by Licensor. Licensor may terminate this Agreement and the license granted hereunder immediately upon written notice to Licensee if Licensee (i) fails to pay any amount when due and does not cure such failure within ten (10) days after receiving notice; (ii) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after notice; or (iii) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed for its assets.

2. Termination by Licensee. Licensee may terminate this Agreement at any time, provided all Fees due have been paid. No refunds shall be issued for any amounts paid prior to termination.

3. Effect of Termination. Upon termination or expiration of this Agreement, all rights granted to Licensee shall immediately terminate. Licensee shall (i) cease all use of the Software and Documentation, (ii) destroy or permanently delete all copies in its possession or control, and (iii) upon request, certify in writing to Licensor that such destruction or deletion has occurred. Termination shall not relieve Licensee of its obligation to pay any Fees accrued or owed prior to termination.

4. Survival. Sections 1(c) (Ownership), 6 (Disclaimer of Warranties and Limitation of Liability), 7 (Indemnification), 8 (Termination and Default), and 10 (General Provisions) shall survive termination or expiration of this Agreement.

9. Confidentiality. Each party may receive or have access to information of the other that is marked or reasonably understood to be confidential (“Confidential Information”). Each party agrees to use such information only for purposes of performing this Agreement and to protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known without restriction, or is independently developed without use of the other’s information. Upon termination of this Agreement, each party shall, upon request, return or destroy the other’s Confidential Information.

10. General.

1. Relationship of the Parties. The Parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the Parties. Neither Party shall have the right to obligate or bind the other Party in any manner to any third party.

2. Assignment/Sublicense. Licensee shall not, directly or indirectly, by operation of law or otherwise, transfer or assign the Licensed Product or this Agreement, or transfer, assign, or sublicense any license rights granted hereunder, in whole or in part, without having secured the prior written consent of Licensor, which consent shall be at Licensor’s sole discretion. Any attempted assignment in violation of this Section shall be void.

3. Notices. All notices required under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed email, or by certified mail or courier to the addresses set forth below (or to such other address as either party may specify in writing).

4. Compliance with Laws. Each Party shall comply with all applicable state, federal, and local laws, executive orders and regulations in the performance of its obligations under this Agreement.

5. Headings. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference only, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain.

6. Integration. This Agreement, including the Schedules attached hereto and incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings between them, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing.

7. Modification or Amendment. No modification to, amendment of, or other change in this Agreement shall be binding on either Party unless it is in writing and signed by authorized representatives of both Parties.

8. Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement.

9. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

10. Jurisdiction and Venue. Should any claim or controversy arise between the Parties under the terms of this Agreement or in furtherance of this Agreement, such claim or controversy shall be resolved only in the state or federal courts of California, and said state and federal courts for the State of California shall be the only appropriate jurisdiction and venue therefore. Licensee hereby submits to said jurisdiction and venue.

11. Governing Law. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of California. 

12. Severability. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement shall be construed as if said invalid or unenforceable provision had not been contained herein.

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By clicking “I Agree”, checking a box, or otherwise indicating acceptance electronically, you acknowledge that you have read, understood, and agree to be bound by this Software License Agreement on behalf of yourself or the entity you represent.

SCHEDULE A

Software and Fees 

This Schedule A is incorporated into and governed by the Software License Agreement between Licensor and Licensee (the “Agreement”). Capitalized terms used in this Schedule have the meanings given in the Agreement.