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Closed Source Software License Agreement | ||
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This License Agreement ("Agreement") is entered into as of 05.05.2024 by and between MacroHQ ("Licensor") and the licensee ("Licensee"). | ||
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1. Grant of License | ||
Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable license to use the software described herein (the "Software") solely for Licensee's internal business purposes. | ||
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2. Restrictions | ||
Licensee agrees not to: | ||
a) Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; | ||
b) Disclose, provide, or otherwise make available the Software or any part thereof to any third party under any circumstances; | ||
c) Remove, alter, or obscure any proprietary notices or labels on the Software; | ||
d) Use the Software for any unlawful purpose or in any manner inconsistent with this Agreement. | ||
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3. Ownership | ||
Licensee acknowledges and agrees that Licensor retains all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights therein. This Agreement does not transfer ownership of the Software to Licensee. | ||
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4. Confidentiality | ||
Licensee agrees that the Software and all related information are confidential and proprietary to Licensor. Licensee shall use the same degree of care to protect the Software as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. | ||
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5. Term and Termination | ||
This Agreement shall commence on the date first above written and shall continue in effect until terminated. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any provision of this Agreement. Upon termination, Licensee shall immediately cease using the Software and return or destroy all copies of the Software in its possession. | ||
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6. Warranty and Disclaimer | ||
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. | ||
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7. Limitation of Liability | ||
IN NO EVENT SHALL 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. | ||
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8. General | ||
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. | ||
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This Agreement shall be governed by and construed in accordance with the laws of Germany. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of Germany. | ||
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By using the Software, Licensee acknowledges that they have read and understood this Agreement and agree to be bound by its terms under the laws of Germany. |