End-User License Agreement (EULA)

1. Definitions

2. Grant of License

2.1 Limited License

Subject to your compliance with this Agreement and payment of applicable license fees, Licensor grants you a limited, non-exclusive, non-transferable, revocable license to:

1. Download and install the Software on computers or servers under your control;
2. Use the Software solely for your internal business operations;
3. Use the Software for the duration of your active license period (whether subscription or fixed-term).

2.2 License Duration

Your right to use the Software is contingent upon maintaining an active, paid license:

• Subscription License: Valid while your subscription remains active and paid;
• Fixed-Term License: Valid for the specified duration from the purchase date.

Upon termination or expiration of your license, you may continue to use the Software for an additional 30 days to facilitate data export or transition to a new license.

3. Restrictions

You expressly agree NOT to:

1. Reverse Engineer: Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software;
2. Modify: Modify, adapt, translate, or create derivative works based on the Software;
3. Redistribute: Sell, rent, lease, sublicense, distribute, or otherwise transfer the Software to any third party;
4. Remove Notices: Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Software;
5. Circumvent Protection: Bypass, disable, or circumvent any license validation, encryption, or security features in the Software;
6. Share Credentials: Share your license files or subscription credentials with unauthorized users;
7. Service Bureau Use: Use the Software to provide services to third parties on a service bureau or time-sharing basis;
8. Benchmark: Publish or disclose performance benchmarks or analysis relating to the Software without prior written consent.

4. Intellectual Property Rights

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software.

5. License Types and Payment

5.1 License Options

You may choose between two license types:

1. Subscription License: A recurring monthly or annual subscription that automatically renews;
2. Fixed-Term License: A pre-paid license for a defined duration (e.g., 3 months, 6 months, 12 months) without automatic renewal.

5.2 Fees

You agree to pay the license fees as specified in your license agreement. The fee structure varies based on the license type selected. All fees are non-refundable except as required by law.

5.3 Subscription License Renewal

If you have selected a Subscription License, your subscription will automatically renew at the end of each billing period unless you cancel prior to the renewal date. You will be charged at the then-current subscription rate.

5.4 Fixed-Term License Expiration and Renewal

If you have selected a Fixed-Term License:

• Your license will expire at the end of the specified term;
• You will receive notifications prior to expiration;
• To continue using the Software, you must purchase a new license before expiration;
• Fixed-Term Licenses do not automatically renew.

5.5 Termination for Non-Payment

Failure to pay license fees when due will result in immediate suspension or termination of your license.

6. Updates and Support

6.1 Updates

All future updates, upgrades, bug fixes, patches, and new versions of the Software are included with your license at no additional cost during your active license period. You are entitled to download and install all updates released while your license is valid.

Updates may include:

• Bug fixes and security patches;
• Performance improvements and optimizations;
• New features and functionality;
• Compatibility updates for new operating systems or platforms.

All updates are governed by this Agreement unless accompanied by a separate license agreement. Licensor reserves the right to discontinue support for older versions of the Software.

6.2 Support

Technical support services are provided as specified in your license agreement. The level and availability of support may vary depending on your license type and tier.

7. Termination

7.1 Termination by You

You may terminate this Agreement at any time:

• Subscription License: By canceling your subscription and ceasing all use of the Software;
• Fixed-Term License: By ceasing all use of the Software and destroying all copies in your possession.

Termination does not entitle you to a refund of fees already paid.

7.2 Termination by Licensor

Licensor may terminate this Agreement immediately if you:

• Breach any term of this Agreement;
• Fail to pay subscription fees;
• Engage in unauthorized use of the Software.

7.3 Effect of Termination

Upon termination, you must:

• Immediately cease all use of the Software;
• Delete or destroy all copies of the Software in your possession or control;
• Certify in writing to Licensor that you have complied with these obligations upon request.

8. Warranty Disclaimer

9. Limitation of Liability

10. Data Privacy

Licensor may collect usage data and telemetry information from the Software to improve functionality and service delivery. Any personal data collected will be handled in accordance with applicable data protection laws and Licensor's Privacy Policy.

11. Export Compliance

You agree to comply with all applicable export and import laws and regulations. You shall not export or re-export the Software to any prohibited country, entity, or person as designated by applicable law.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved in the courts of British Columbia, Canada.

13. Entire Agreement

This Agreement constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior agreements, understandings, and communications, whether written or oral.

14. Amendments

Licensor reserves the right to modify this Agreement at any time. Updated versions will be made available through the subscription portal. Your continued use of the Software after changes constitutes acceptance of the modified Agreement.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. Contact Information

For questions about this Agreement or the Software, please contact:

SocialTalents Software inc
Vancouver, BC
Email: info@socialtalents.com
Website: socialtalents.com