This Software Subscription License Agreement ("Agreement") is made and entered into by and between reFlow ("Licensor"), and the individual or entity agreeing to the terms herein ("Licensee").
WHEREAS, Licensor is the owner and licensor of certain software ("Software") and desires to grant a subscription license to Licensee for the use of the Software;
WHEREAS, Licensee desires to obtain a subscription license to use the Software, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Grant of Subscription License
1.1 License Grant: Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable subscription license to use the Software for the duration of the active subscription period.
1.2 Limitations: Licensee acknowledges and agrees that the Software is licensed for use solely as part of another paid product offered by Licensee. Licensee shall not use the Software as a standalone product or for any other purpose not explicitly stated in this Agreement.
1.3 Modification: Licensee is permitted to modify the source code of the Software for its own internal use, provided that any modifications made shall remain subject to the terms and conditions of this Agreement.
2. Subscription Term and Termination
2.1 Subscription Term: The initial subscription term shall commence upon subscribing and shall continue for the period specified in the subscription plan chosen by Licensee. The subscription shall automatically renew for subsequent periods.
2.2 Termination for Non-Payment: This Agreement shall be automatically terminated if Licensee fails to pay the subscription fees on the due date.
3. Ownership and Intellectual Property
3.1 Ownership: Licensee acknowledges and agrees that Licensor retains all rights, titles, and interests in and to the Software, including all intellectual property rights. Licensee retains the rights to products they create while their subscription is active; however upon subscription expiration, software may no longer be used for future products.
4. Support and Updates
4.1 Support: Licensor may provide support services for the Software during the active subscription period, as outlined in the support plan selected by Licensee.
4.2 Updates: Licensor may, at its discretion, provide Licensee with updates, enhancements, or new versions of the Software during the active subscription period.
5. Confidentiality
5.1 Confidential Information: Licensee acknowledges that the Software and any related documentation constitute valuable trade secrets and confidential information of Licensor. Licensee agrees to maintain the confidentiality of such information and not to disclose it to any third party without the prior written consent of Licensor.
6. Disclaimer of Warranty and Limitation of Liability
6.1 Warranty Disclaimer: THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.2 Limitation of Liability: IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, OR DATA.
7. Governing Law and Dispute Resolution
7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of South Carolina, United States of America, without regard to its conflict of laws principles.
7.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved amicably, either party may initiate binding arbitration in accordance with the rules of the [Arbitration Association] in the state of South Carolina.
8. Entire Agreement
8.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.