AI Software Usage License Agreement
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By licensing software from Effective AI Solutions (Licensor), you (Licensee) hereby agree to the following terms and conditions.
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1. Grant of License
Licensor hereby grants Licensee a non-exclusive, non-transferable, revocable license to use the AI Software (including chatbots, automations, and agents, as applicable) provided by Licensor solely for Licensee’s internal business purposes, subject to the terms and conditions of this Agreement. The AI Software may only be used by Licensee’s authorized employees, agents, or contractors who have agreed to comply with this Agreement.
2. Restrictions on Use
Licensee shall not, directly or indirectly:
a. Copy, reproduce, or duplicate the AI Software, in whole or in part, except as expressly permitted under this Agreement;
b. Distribute, sublicense, lease, rent, loan, sell, or otherwise transfer the AI Software to any third party;
c. Modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the AI Software;
d. Create derivative works based on the AI Software;
e. Use the AI Software for any illegal, unethical, or unauthorized purpose; or
f. Remove, alter, or obscure any proprietary notices, labels, or markings on the AI Software.
3. Ownership
The AI Software, including all intellectual property rights therein (such as copyrights, trademarks, patents, and trade secrets), remains the sole and exclusive property of Licensor. This Agreement does not grant Licensee any ownership rights in the AI Software, only a limited right to use it as specified herein.
4. Term and Termination
a. This Agreement shall commence on the date of license and continue until terminated as provided herein.
b. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any term of this Agreement, including but not limited to the restrictions in Section 2.
c. Upon termination, Licensee shall immediately cease all use of the AI Software and, at Licensor’s discretion, return or destroy all copies of the AI Software in its possession or control, certifying such destruction in writing if requested by Licensor.
5. Confidentiality
Licensee agrees to treat the AI Software and any related documentation or information provided by Licensor as confidential and to use reasonable care to protect it from unauthorized disclosure or use.
6. Limitation of Liability
To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement or the use of the AI Software, even if advised of the possibility of such damages. Licensor’s total liability under this Agreement shall not exceed the fees paid by Licensee to Licensor for the AI Software.
7. Warranties and Disclaimers
a. Licensor warrants that it has the right to grant this license to Licensee.
b. Except as expressly stated herein, the AI Software is provided "as is," and Licensor disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved in the courts of Travis County, Texas.
9. Entire Agreement
This Agreement constitutes the entire understanding between Licensor and Licensee with respect to the AI Software and supersedes all prior agreements, whether written or oral. Any amendments to this Agreement must be in writing and signed by both parties.
10. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.