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Custom Software License Agreement

Version 1.1

Effective Date: 15 March 2024

1. Definitions

  • "Contributor" refers to any individual or entity that contributes to the development of the Software.
  • "License" refers to this document and the terms and conditions outlined herein.
  • "Software" refers to the code, documentation, and any associated materials made available under this License.
  • "You" or "Your" refers to the individual or entity exercising permissions granted by this License.

2. Grant of License

Subject to the terms and conditions of this License, the owner of the Software (hereafter referred to as the "Licensor") hereby grants you a non-exclusive, non-transferable, non-sublicensable license to use the Software for non-commercial purposes only.

3. Intellectual Property

The Licensor retains all intellectual property rights in the Software, including but not limited to copyrights, patents, and trademarks. This License does not grant you any ownership rights in the Software.

4. Restrictions

  • Commercial Use: You may not use the Software for commercial purposes without obtaining explicit written permission from the Licensor. For the purposes of this License, "commercial purposes" refers to any activity that involves the exchange of money or other consideration, including but not limited to selling the Software, using the Software to provide services to others, or incorporating the Software into a product or service offered to others.
  • Redistribution: You are forbidden from redistributing the Software, in whole or in part, to any third party. This includes, but is not limited to, sharing, selling, leasing, or lending the Software.
  • Modification: Unless otherwise permitted by the Licensor in writing, you may not modify, translate, adapt, or create derivative works of the Software.

5. Contributions

Contributors agree that all contributions to the Software will be governed by this License, without any additional terms or conditions. Contributors grant the Licensor a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, modify, and distribute the contributions for any purpose.

6. Termination

This License and the rights granted hereunder will terminate automatically upon any breach by you of the terms of this License. Upon termination, you must cease all use of the Software and destroy all copies, full or partial, of the Software. The termination of this License shall not affect any rights or obligations that have accrued prior to the termination.

7. Disclaimer of Warranty

The Software is provided "as is", without warranty of any kind, express or implied. The Licensor makes no warranties regarding the Software and disclaims all liability for damages resulting from its use to the fullest extent permitted by law.

8. Limitation of Liability

In no event shall the Licensor be liable for any indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Software, even if advised of the possibility of such damage.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Licensor and its affiliates, officers, agents, and employees from any claim, demand, or damages, including reasonable attorneys' fees, arising out of your use of the Software or violation of this License.

10. Compliance with Laws

You agree to comply with all applicable laws and regulations in connection with your use of the Software.

11. Maintenance and Support

The Licensor is not obligated to provide any maintenance, updates, or support for the Software unless separately agreed upon in writing.

12. Severability

If any provision of this License is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. Governing Law

This License shall be governed by the laws of the State of California, United States, without regard to its conflict of law provisions.

14. Entire Agreement

This License constitutes the entire agreement between the parties with respect to the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.

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