Software License Agreement - Efficient Solutions

SOFTWARE LICENSE AGREEMENT
Version 1.0.0, 23 August 2024

This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Efficient Solutions LLC ("Manufacturer") for the use of the software products ("Software").

By downloading, installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download, install, or use the Software.

1. Grant of License

The Manufacturer hereby grants you a limited, non-exclusive, non-transferable license to use the Software solely for your internal purposes in accordance with the terms of this Agreement.

2. Permitted Use and Restrictions

2.1 Permitted Use: You may use the Software for your internal business operations in accordance with its intended purpose and the terms of this Agreement.

2.2 Modification: You are permitted to modify the Software for your own internal purposes, including adapting the Software to better suit your specific infrastructure needs.

2.3 Prohibited Use: You may not:
- (a) Distribute, sublicense, rent, lease, sell, resell, or otherwise transfer the Software, or any modifications thereof, to any third party.
- (b) Use the Software in any manner that violates any applicable local, state, national, or international law or regulations, including AWS terms of service.
- (c) Use the Software or any modifications thereof in a way that is inconsistent with the Software's intended purpose as specified in this Agreement.
- (d) Use the Software in any countries that are subject to a U.S. government embargo, have been designated by the U.S. government as "terrorist supporting" countries, or are otherwise restricted by applicable export control laws ("Prohibited Countries"). You agree not to deploy, transfer, or otherwise make the Software available in any Prohibited Country.

2.4 Local Compliance: You agree to use the Software in compliance with all local laws and regulations of the country in which the Software is deployed or used.

3. No Redistribution

You are expressly prohibited from redistributing, sharing, or otherwise making the Software, in its original form or any modified form, available to any third party, either for free or for a fee.

4. Support Services

The Manufacturer will provide a fixed number of hours of email support for the Software, specified at the time of the purchase. Email support includes responding to technical questions and troubleshooting issues related to the Software.

Any additional support services will require the purchase of a separate support package as specified by the Manufacturer. Support services are subject to the Manufacturer's then-current terms and conditions for such services.

5. Updates

The Manufacturer may, at its sole discretion, provide updates, enhancements, or improvements to the Software ("Updates") from time to time. These Updates, if any, will be provided free of charge through the lifetime of the project. However, the Manufacturer does not guarantee the availability of any Updates and reserves the right to modify, discontinue, or suspend the provision of Updates at any time without notice.

By accepting any Update provided by the Manufacturer, you agree that the Update shall be governed by the terms of this Agreement, unless the Update is accompanied by a separate license agreement, in which case the terms of that separate license agreement will apply.

6. Ownership and Copyright

The Manufacturer retains all rights, title, and interest in and to the Software, including all copyrights and other intellectual property rights therein, as well as in any copies, modifications, or derivative works created by you or on your behalf.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MANUFACTURER OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF THE MANUFACTURER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, THE MANUFACTURER’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "WITH ALL FAULTS." THE MANUFACTURER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE MANUFACTURER DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Termination

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice from the Manufacturer if you fail to comply with any term(s) of this Agreement. Upon termination, you must cease all use of the Software, destroy all copies, full or partial, of the Software, and destroy or return any accompanying documentation or materials.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction and venue of the courts located in New Hampshire, U.S.A., in any disputes arising out of or relating to this Agreement.

11. Miscellaneous

11.1 Entire Agreement: This Agreement constitutes the entire agreement between you and the Manufacturer concerning the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.

11.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

11.3 No Waiver: The failure of the Manufacturer to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Manufacturer and its affiliates, officers, agents, and employees from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Software, any violation of this Agreement, or any violation of any rights of another party.

By downloading, installing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.