Limited Use License Agreement

PLEASE READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, RUNNING, OR OTHERWISE USING THE EDERA SOFTWARE. BY DOWNLOADING, RUNNING, OR OTHERWISE USING THE EDERA SOFTWARE IN ANY MANNER, YOU ("YOU" OR “USER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH THE APPLICABLE PRODUCT DESCRIPTION, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO USER AND “YOU” IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT DOWNLOAD, RUN, OR OTHERWISE USE THE SOFTWARE IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Definitions

1.1 “Confidential Information” means any and all non-public, confidential and proprietary information, furnished by Edera or any of its Representatives to User or any of its Representatives, whether orally, in writing, or in other tangible form. Without limiting the generality of the foregoing, Confidential Information may include, without limitation, that which relates to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans, and financial information. Any Confidential Information disclosed in a written or other tangible form shall be clearly marked as “confidential,” “proprietary,” or words of similar import. Any Confidential Information disclosed orally shall, to the extent practicable, be identified as confidential at the time of disclosure. Notwithstanding the foregoing, Confidential Information shall expressly include the terms of this Agreement, the Licensed Software, the Documentation and all know-how, techniques, ideas, principles and concepts which underlie any element of the Licensed Software or the Documentation and which may be apparent by use, testing or examination.

1.2 “Derivative Work” means a work of authorship or other development that is based on, derived from or extends, replaces, emulates, substitutes for, or exposes to third parties the functionalities of the Licensed Software or the Documentation, such as a revision, enhancement, modification, improvement, translation, abridgement, compression, extension or expansion or any other form in which such work may be recast, applied, transformed or adopted, and includes, without limitation, any “derivative work” as defined in the United States Copyright Act, 17 U.S.C. Section 101, and any Extension or Extension Package.

1.3 “Documentation” means the product documentation made available by Edera under this Agreement with respect to the use and operation of the Licensed Software.

1.4 “Effective Date” means the date User first downloads, runs or otherwise uses the Licensed Software made available to User under this Agreement.

1.5 “Entitlement” means the specific use rights and limitations specified in the Product Description.

1.6 “Intellectual Property Right” means any of the following: (i) all letters patent and applications for letters patent throughout the world, including all patent applications in preparation for filing anywhere in the world, all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, registered or unregistered, now or hereafter in force throughout the world, and all applications for registration thereof, whether pending or in preparation, all extensions and renewals of any thereof and all proceeds of the foregoing; (iv) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos, other source of business identifiers, prints, and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature, now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not, all registrations and records thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings, and applications in any office or agency of the United States of America or any State thereof or any foreign country, all reissues, renewals, and extensions thereof, all of the goodwill of the business connected with the use of, and symbolized by such items, and all proceeds of, and rights associated with, the foregoing; (v) moral rights in those jurisdictions within where such rights are recognized, (vi) database protections in those jurisdictions that provide distinct legal protections for databases, (vii) all other intellectual property protections recognized within any of the jurisdictions, including but not limited to any applicable sui generis protections for intellectual property, and (viii) all proceeds of, and rights associated with, the foregoing (as appropriate to such rights), including the right to sue third parties for any actual or threatened past, present, or future infringements, dilutions or misappropriations of any of the foregoing, or for any injury to the goodwill associated with the use of any property or rights set forth in clause (iv), and all rights corresponding thereto throughout the world.

1.7 “Licensed Software” means the Edera proprietary software product(s) indicated in the applicable Product Description as Licensed Software under this Agreement.

1.8 “Maintenance and Support” means the periodic maintenance and support with respect to the Licensed Software as specified in the Product Description.

1.9 “Product Description” means the description of the Licensed Software, the Term of Use, Entitlement and associated use restrictions specified in the User Registration.

1.10 “Representatives” means, as to any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of Section 11.

1.11 “Term of Use” means the period User may use the Licensed Software pursuant to this Agreement and according to the Product Description.

1.12 “User Registration” means the form presented to User on the Edera website where User inputs User information and submits the same to Edera.

2. License Grant

2.1 License. Subject to the terms and conditions of this Agreement, Edera, Inc. ("Edera") hereby grants to User, and User hereby accepts from Edera, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and term-limited license to run the License Software solely as specified in the Product Description.

2.2 License Limitations. In addition to the restrictions in this Agreement, User agrees that, except as otherwise expressly provided by this Agreement, it shall not: (a) exceed the scope of the licenses granted in this Section 2; (b) make copies of the Licensed Software or Documentation; (c) sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 2.1, and any attempt to make any such sublicense, assignment, delegation or other transfer by User shall be void and of no effect; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms, designs, or related technology underlying the Licensed Software or any component therein; (e) modify, translate or create Derivative Works of the Licensed Software or any component therein; or (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Licensed Software or any component therein, Documentation or copies thereof.

2.3 License Keys. User acknowledges and agrees that its use and access to the Licensed Software is subject to a license key issued to User by Edera in connection with this Agreement, and that such license key may deactivate or otherwise prevent User’s use or access to the Licensed Software. User agrees not to publish, share or otherwise make any license key available to a third party.

3. Maintenance and Support, Appropriate Use

Unless otherwise agreed to by Edera in writing, User is not entitled to Edera’s Maintenance and Support program. User may access publicly available resources and tools made available by Edera to User in connection with this Agreement. User acknowledges and agrees that its use of the Licensed Software is dependent on Edera Documentation and User’s use not consistent with such Documentation may result in an inability to access or use the Licensed Software, or the Licensed Software’s failure.

4. Ownership

4.1 Ownership. The Licensed Software is licensed and not sold to User. Edera and its licensors own and retain all right, title and interest in the Licensed Software and Documentation, any design changes, improvements, enhancements, Derivative Works, or modifications thereof or thereto, and any related and/or associated Intellectual Property Rights, whether developed by Edera or by User or its employees or independent contractors.

4.2 Feedback. User may from time to time provide suggestions, comments, or other feedback to Edera with respect to the Licensed Software ("Feedback"). User shall, and hereby does, grant to Edera a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create Derivative Works, and distribute Feedback for any purpose.

5. Fees

5.1 Fees. User shall pay to Edera the applicable fees (if any) set forth in the Product Description, together with any applicable taxes and shipping and handling (collectively, the “Fees”). User shall have no right to return the Licensed Software, and all Fees shall be non-refundable.

5.2 Payment Terms. All amounts payable to Edera under this Agreement shall be paid in United States dollars and shall be due thirty (30) days from the date of invoice, or as otherwise specified in the applicable Product Description.

5.3 Taxes; Set-offs. Any and all payments made by User in accordance with this Agreement are exclusive of any taxes that might be assessed against User by any jurisdiction. User shall pay or reimburse Edera for all sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Edera. All amounts payable to Edera under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.

6. Term and Termination

6.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and remain in effect during the Term of Use, unless this Agreement is terminated earlier in accordance with Section 7.

6.2 Termination. This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party if the breach is remediable or immediately upon notice if the breach is not remediable; (b) by either party upon written notice to the other party if such other party (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days, (iii) has effected a compulsory or voluntary liquidation or dissolution, or (iv) has undergone the occurrence of any event analogous to any of the foregoing under the law of any jurisdiction; or (c) by Edera for convenience upon ten (10) days prior written notice (email to suffice) to User.

6.3 Effect of Termination. Upon any expiration or termination of this Agreement, the license granted in Section 2.1 shall terminate immediately, and User shall immediately cease use of all Licensed Software and Documentation. Termination shall not relieve User from paying all fees accruing prior to termination.

7. Warranty Disclaimer

Edera does not represent or warrant that the operation of the Licensed Software (or any portion thereof) will be uninterrupted or error free, or that the Licensed Software (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Edera. USER ACKNOWLEDGES THAT, EDERA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSED SOFTWARE, OR ITS CONDITION. EDERA HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. USER ACKNOWLEDGES THAT EDERA HEREBY DISCLAIMS, AND USER HEREBY WAIVES, ALL WARRANTIES AND INDEMNITIES, EXPRESSED OR IMPLIED, FOR THIRD PARTY HARDWARE OR SOFTWARE DELIVERED BY EDERA HEREUNDER.

8. Limitation of Liability

8.1 No Liability. IN NO EVENT SHALL EDERA BE LIABLE IN AN ACTION UNDER TORT, CONTRACT, WARRANTY OR OTHERWISE FOR ANY: (a) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE/EXEMPLARY DAMAGES OR LOSSES ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT, THE OPERATION OR USE OF THE LICENSED SOFTWARE, OR THE SERVICES PERFORMED HEREUNDER, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR LOSSES ARISING FROM (i) LOSS OF BUSINESS, PROFIT OR REVENUES, (ii) LOSS OF DATA, PROGRAMMING OR CONTENT, (iii) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, (iv) SUBSTITUTE PROCUREMENT, OR (v) DAMAGE TO EQUIPMENT, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF SUCH DAMAGES OR LOSSES ARE FORESEEABLE; OR (b) DAMAGES OR LOSSES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY A PARTY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SUCH PARTY’S REASONABLE CONTROL.

8.2 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EDERA’S TOTAL LIABILITY EXCEED, EITHER CUMULATIVELY OR IN THE AGGREGATE, ONE THOUSAND US DOLLARS ($1,000.00).

9. Confidentiality

User agrees (a) to keep all Confidential Information in strict confidence and not to disclose or reveal any Confidential Information to any person (other than User’s Representatives who (i) are actively and directly involved in providing or receiving products or services under this Agreement, and (ii) have a need to know the Confidential Information), and (b) not to use Confidential Information for any purpose other than in connection with fulfilling obligations or exercising rights under this Agreement. User shall treat all Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as it accords its own confidential information. User agrees to cause its Representatives who receive Confidential Information to observe the requirements applicable to User pursuant to this Agreement with respect to such information, including, but not limited to, the restrictions on use and disclosure of such information contained in this Section 9.

Notwithstanding the above, the obligations set forth in this Section 9 shall not apply to any information that: was in the public domain at the time it was disclosed or has entered the public domain through no fault of User or any of its Representatives; was known to User free of any obligation of confidentiality before or after the time it was communicated to the User; is independently developed by User without use of or reference to any Confidential Information; is disclosed with the prior written approval of Edera; is or becomes available to the User on a non-confidential basis from a person other than Edera or any of its Representatives who is not known by User to be otherwise bound by a confidentiality agreement with Edera or any of its Representatives or to be under an obligation to Edera or any of its Representatives not to transmit the information to User; or is disclosed pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that User shall provide prompt written notice of such court order or requirement to Edera to enable Edera to seek a protective order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Edera (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or Edera waives compliance in whole or in part, with the terms of this Agreement, User and its Representatives shall use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed or is the subject of such waiver, and to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment.

Any materials or documents which have been furnished to User from Edera shall be promptly returned or destroyed, at the option of Edera, by User, within ten (10) days after (a) this Agreement has expired or has been terminated; or (b) a written notice is made by Edera requesting such return or destruction. Upon such request, all copies, reproductions, compilations, summaries, analyses, or other documents containing or reflecting User’s or its Representatives’ use of the Confidential Information will be destroyed by User, and such destruction confirmed to Edera in writing. The terms and obligations pertaining to confidentiality in this Agreement shall survive and remain in full force and effect for a period of five (5) years from the termination or expiration of this Agreement, unless Edera expressly agrees in writing to release all or part of its Confidential Information from the restrictions imposed by this Agreement before such period has elapsed.

10. Miscellaneous

10.1 Notices. All notices, summons and communications related to this Agreement and sent by either party hereto to the other shall be written in English; in the case of User, to the email provided in connection with account creation, and in the case of Edera to legal@edera.dev.

10.2 Assignment. User shall not transfer or assign this Agreement or any of its rights or obligations hereunder, the Licensed Software(s) or any component thereof, or any other materials provided hereunder, to any other person or entity, whether by written agreement, operation of law or otherwise, without the prior written consent of Edera, which consent may be withheld for any reason whatsoever, as determined by Edera in its sole discretion. Any purported assignment or transfer by User without Edera’s prior written consent shall be void and of no effect. Edera may freely assign this Agreement, or delegate obligations under this Agreement, without the prior written consent of User. Subject to the foregoing, any permitted assignment or transfer of or under this Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the assigning or transferring party hereto.

10.3 Survival. Sections 1, 2.2, 4, 5, 6, 7, 8, 9, and 10 shall survive the expiration or termination of this Agreement, or any default under or rejection in bankruptcy of this Agreement by User.

10.4 Governing Law; Jurisdiction. This Agreement and all matters relating to this Agreement shall be construed in accordance with and controlled by the laws of the State of California, without reference to its conflict of law principles. The parties agree to submit to the non-exclusive jurisdiction and venue of the courts located in San Francisco, California and hereby waive any objections to the jurisdiction and venue of such courts.

10.5 No Agency; Independent Contractors. In connection with this Agreement each party is an independent contractor and as such will not have any authority to bind or commit the other. Furthermore, neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.

10.6 Export Control. The Licensed Software, Documentation and all other technical information delivered hereunder (collectively, “Technical Data”) include technology and software and are subject to the export control laws and regulations of the United States ("U.S."). User agrees to abide by all U.S. laws and regulations and those applicable with respect to the country in which the Technical Data are received.

10.7 Force Majeure. Neither party shall be liable for failure to perform any of its obligations under this Agreement (except payment obligations) during any period in which such party cannot perform due to fire, earthquake, flood, any other natural disaster, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, war, embargo, riot, civil disturbance, act of public enemy, act of nature, the intervention of any government authority, any failure or delay of any transportation, power, or for any other similar cause beyond either party’s control. In the case of failure to perform, the failing party shall promptly notify the other party in writing of the reason for and the likely duration of the failure. The performance of the failing party’s obligations shall be suspended during the period that the cause persists, and each party shall use commercially reasonable efforts to avoid the effect of that cause.

10.8 Severability and Waiver. To the extent that any term, condition or provision of this Agreement is held to be invalid, illegal or otherwise unenforceable under applicable law, then such term, condition or provision shall be deemed amended only to the extent necessary to render such term, condition or provision enforceable under applicable law, preserving to the fullest extent possible the intent and agreements of the parties set forth herein; in the event that such term, condition or provision cannot be so amended as to be enforceable under applicable law, then such term, condition or provision shall be deemed excluded from this Agreement and the other terms, conditions and provisions hereof shall remain in full force and effect as if such unenforceable term, condition or provision had not been included herein. The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.

10.9 Entire Agreement; Amendment. This Agreement and all Exhibits referred to herein embody the entire understanding of the parties with respect to the subject matter hereof and shall supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof. It shall not be modified except by a written agreement signed on behalf of User and Edera by their respective duly authorized representatives. User acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and for its own purposes and not for the benefit of any third party. It is expressly agreed that the terms of this Agreement shall supersede the terms in any purchase order or other ordering document.

10.10 Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

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