1. License and Use of Service

a. License Grant
Company grants Customer a non-exclusive, worldwide, royalty-free, non-assignable, fully paid-up right and license to install, access, and use the Service for the number of end-user instances indicated during the subscription process for Customer’s internal use only, subject to these Terms. End Users must be Customer’s employees or authorized contractors.

b. Data Use
Customer must provide data ("User Data") for using the Service. Customer retains all ownership of its User Data. Customer grants Company a non-exclusive, non-transferable right to use the User Data to provide the Service. Derived data created by the Service is also owned by the Customer.

c. Restrictions
Customer shall not reverse engineer, decompile, or disassemble the Service. The Company retains all intellectual property rights to the Service. Customer must not alter or remove any copyright, trademark, or proprietary notices.

d. Customer Branding
Customer grants Company a right to use Customer’s trademarks and logos ("Customer IP") for branding purposes within the Service, subject to agreement. Customer retains ownership of its IP.

2. Training and Support

Company may provide training and support services as detailed on the Service’s documentation or per specific agreements.

3. Payment Terms

Customer agrees to pay the fees specified at the time of subscription ("License Fees"). Fees are billed monthly unless otherwise agreed.

4. Term and Termination

These Terms are effective until terminated by the customer.

5. Effect of Termination

Upon termination:

• Customer must pay any outstanding amounts due.

• Company will stop providing the Service.

• Sections of these Terms intended to survive termination shall continue to apply.

6. Warranties

Both parties represent that:

• They have the authority to enter into and perform under these Terms.

• The execution and performance of these Terms do not conflict with any existing agreements.

• They will comply with applicable laws.

7. Indemnification

a. Customer’s Indemnification Obligations
Customer shall indemnify and hold Company harmless from any claims arising from Customer’s breach of these Terms, misuse of the Service, or violation of any third-party rights, including intellectual property claims.

b. Company’s Indemnification Obligations
Company shall indemnify and hold Customer harmless from any claims that the Service infringes third-party intellectual property rights.

8. Limitation of Liability

To the maximum extent permitted by law, Company’s liability is limited to the amount of payments received from Customer in the last six (6) months. Company is not liable for indirect, special, incidental, or consequential damages.

9. Confidentiality

Company will take reasonable steps to protect confidential information obtained through the Service. Confidential information excludes information that is publicly known, known prior to disclosure, lawfully received from a third party, or independently developed.

10. Security

Company will maintain reasonable security measures to protect User Data. Customer is responsible for securing its own accounts, including passwords and other access credentials.

11. Security Incident Reporting

If Company becomes aware of unauthorized access to Customer’s data, it will notify Customer within 24 hours.

12. Miscellaneous

a. Force Majeure
Neither party is liable for failure to perform due to causes beyond their control, including acts of God, pandemics, strikes, or other disruptions.

b. Governing Law
These Terms are governed by the laws of Florida and any disputes will be resolved in the courts of Florida.

c. Notices
All notices shall be sent via email to the contact information provided by each party.

d. Assignment
Neither party may assign these Terms without prior written consent of the other party.

e. Entire Agreement
These Terms constitute the entire agreement and supersede any prior agreements related to the Service.

By using the Service, you acknowledge that you have read, understood, and agree to these Terms and the Company’s Privacy Policy.