Table of Contents

SOFTWARE LICENSE AND REDISTRIBUTION AGREEMENT ("Agreement")

Last updated: September 12, 2024

Please read this Software License and Redistribution Agreement carefully before using Perpetual Intelligence® L.L.C. ("Company," "we," "us," or "our") managed services, cross-platform frameworks, and developer tools.

For our overall terms and conditions of use, please visit Terms Of Use.

Interpretation and Definitions

Interpretation

Words with initial capitalization have specific meanings as defined below. These definitions apply whether the words appear in singular or plural form.

Definitions

For the purposes of this Agreement:

  • Agreement: This document, the Software License and Redistribution Agreement, outlines the terms between the Client and Perpetual Intelligence® L.L.C. regarding the use and redistribution of the Application.
  • Application: The software program, frameworks, application libraries, software packages, associated documentation, and any upgrades, modified versions, bug fixes, additions, and improvements provided by the Company, downloaded by the Client on any electronic device.
  • Application Store: The digital distribution service operated by Apple Inc. (Apple App Store), Google Inc. (Google Play Store), Microsoft Corporation (Microsoft Commercial Marketplace, NuGet Package Manager, GitHub), or Amazon.com (AWS Marketplace) where the Application has been downloaded.
  • Company: Perpetual Intelligence® L.L.C. ("Company," "we," "us," or "our"), located at 2372 Morse Ave #1006, Irvine, CA 92614, United States.
  • Country: Refers to the United States.
  • Device: Any device, like a computer, phone, or tablet, that can access the Application.
  • Client: The individual or entity accessing or using the Service ("you," "your," "user", "developer"), or the company or other legal entity on whose behalf such access or use is made.
  • Internal Products: Products or services developed and used internally by the Client that integrate the Application but are not distributed to the Client's customers or external parties.
  • External Products: Products or services developed by the Client that integrate the Application and are distributed to the Client's customers.

Acknowledgment

This Agreement is between the Client and the Company, not the Application Store. The Company is responsible for the Application and its content. The Application Store is not part of this Agreement but has the right to enforce it against the Client.

The Application is licensed, not sold, to the Client for use under the terms of this Agreement.

BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE APPLICATION, CLIENT AGREES THAT CLIENT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF CLIENT DOES NOT AGREE, CLIENT MAY NOT USE THE APPLICATION OR ACCESS THE SOURCE CODE.

Limited License

Scope of License

As long as the Client follows all the terms of this Agreement and pays any applicable fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the unmodified Application in binary form, as specified in the purchase terms.

License Restrictions

The Client agrees not to:

  • Sell, rent, lease, sublicense, or redistribute the Application, except as allowed in this Agreement.
  • Copy or use the Application for any purpose other than as permitted in this Agreement.
  • Modify, reverse engineer, or create derivative works from the Application.
  • Remove or alter any copyright or trademark notices.
  • Circumvent any security features of the Application.
  • Use the Application if prohibited by law.

License Redistribution

The Client and its Affiliates are permitted to develop and redistribute end-user products and services ("External Products") that integrate the Application, provided that:

  1. The redistribution is done under a written agreement with terms as restrictive as those in this Agreement.
  2. The redistribution is limited to the specific External Products as outlined in the purchase terms, and the Client has purchased the appropriate Redistribution Licenses as part of those External Products.

License Fees

  1. To use the Application for internal products ("Internal Products"), the Client must pay the standard license fee as specified in the purchase terms.
  2. To use and redistribute the Application in end-user products and services ("External Products"), the Client must pay the Redistribution License Fee, as specified in the purchase terms.
  3. For educational or non-production use, the Client can access the Application at no charge for testing and evaluation, subject to the terms of this Agreement.

Hosting and Deployment

  1. For Internal Products, the Application may only be hosted on the Client's machines, servers, or cloud infrastructure. Authorized Users, including the Client's personnel, contractors, or affiliates, may access and use the Application as long as it is hosted solely within the Client's infrastructure. The Application cannot be hosted by any third-party service providers for Internal Products.
  2. For External Products developed by the Client, the Application may be hosted on the Client's infrastructure or the infrastructure of the Client's customers, but only if the Application is bundled as part of the specific External Product. In such cases, a Redistribution License Fee must be paid, and the Client is responsible for ensuring proper licensing for each deployment.
  3. The Client's customers, affiliates, or other third parties are prohibited from using the Client's Application license to develop their own custom internal or external products. The Application is strictly licensed for use within the Client's development and distribution and cannot be repurposed for custom development by others.

On-Premise Deployment

  1. The on-premise license allows External Products and Internal Products to be deployed in isolated or secured facilities. Once generated, the Client is required to maintain a valid monthly or yearly subscription throughout the license period.
  2. The license operates offline for an extended duration (e.g., 3 or 5 years). If the Client cancels the subscription while the license is still valid, this will be considered non-compliant with the licensing terms. The Client is required to provide proof, upon request, that they have stopped using both the application and the license.

Confidentiality

The Application and any related materials provided by the Company are confidential and proprietary. The Client agrees not to disclose them to any third party or use them for any purpose other than as provided in this Agreement.

Support

Maintenance and Support

  1. The Company will make reasonable efforts to resolve support requests according to its support and issue policies, but does not guarantee resolution.
  2. The Company will not provide support for unsupported platforms or third-party products.
  3. Customized support services may be purchased separately under a separate contract.

Export Controls

The Client agrees to comply with all applicable export laws and regulations, including restrictions on export to certain countries or individuals. The Client represents that they are not located in or a citizen of a country under U.S. government embargo or subject to export restrictions.

Intellectual Property

The Application and all associated intellectual property rights are the exclusive property of the Company. The Application is licensed, not sold, to the Client. Except for the rights expressly granted in this Agreement, the Company retains all rights, title, and interest in the Application.

Client Feedback

Any suggestions or feedback provided by the Client regarding the Application become the exclusive property of the Company, which Company may use them freely without compensation to the Client.

Term and Termination

This Agreement remains in effect until terminated by either the Client or the Company. The Company may terminate this Agreement at any time, with or without notice, if the Client violates any terms.

Upon termination, the Client must stop using the Application and delete all copies. No refunds will be provided, and the Client must show evidence of compliance with the termination obligations upon request.

Warranty Disclaimer and Limitation of Liability

The Application is provided "AS IS" without any warranties. The Company disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose. The Company's liability is limited to the amount of $100 (USD). The Company is not liable for indirect, incidental, or consequential damages.

Indemnification

The Client agrees to indemnify and hold the Company harmless from any claims arising from the Client's use of the Application, External Products, or violation of this Agreement.

Governing Law and Venue

This Agreement is governed by the laws of California, United States. Any disputes arising from this Agreement will be resolved in the federal or state courts located in California.

General Provisions

  1. Taxes: The Client is responsible for all taxes and charges related to the license fees, excluding taxes on the Company's income.
  2. Entire Agreement: This Agreement constitutes the entire agreement between the Client and the Company regarding the Application and supersedes any prior agreements.
  3. Severability: If any part of this Agreement is found to be invalid, the rest will remain in effect.
  4. Assignment: The Client may not assign or transfer this Agreement without the Company's prior written consent. The Company may assign its rights and obligations under this Agreement without consent.
  5. Injunctive Relief: The Client agrees that any breach of this Agreement may cause irreparable harm to the Company, entitling the Company to seek injunctive relief without the need to post bond.
  6. UCC and CISG: This Agreement supersedes any provisions of the Uniform Commercial Code (UCC) or the United Nations Convention on Contracts for the International Sale of Goods (CISG) as applicable to the Application.

Changes to this Agreement

The Company may change this Agreement at any time. If changes are significant, the Company will provide notice at least 30 days before the new terms take effect. Continued use of the Application means the Client agrees to the new terms.

Contact Us

If the Client has questions about this Agreement, they can contact the Company:

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