In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them herein. The term "Software" shall mean the computer program(s) identified as [Software Name/Product Identifier], in object code form only, including any associated media, printed or electronic documentation, sample files, templates, application programming interfaces, and any Updates, Upgrades, modifications, enhancements, derivative works, patches or new versions thereof that may from time to time be furnished or made available by the Licensor to the End User under this Agreement.

The term "Documentation" shall mean the user manuals, technical specifications, help files, release notes, and other written or electronic materials, in whatever form or medium, that are made available by the Licensor and that describe the features, functionality, installation, operation or use of the Software.

The term "End User" or "Licensee" shall mean the individual natural person installing or using the Software, or, where the Software is installed or used on behalf of a legal entity, such legal entity, provided that the individual accepting this Agreement represents and warrants that he or she possesses the requisite authority to bind such entity to the terms hereof.

The term "Intellectual Property Rights" shall mean any and all intellectual property rights and proprietary rights of any kind or nature whatsoever, whether registered or unregistered, now known or hereafter devised, including without limitation copyrights, patents, patent applications, trademarks, service marks, trade names, trade dress, trade secrets, know-how, moral rights, database rights, rights in designs, and any applications, renewals, extensions or restorations thereof, in any jurisdiction throughout the world.

The term "Updates" shall mean any patches, bug fixes, error corrections, service packs, minor releases or other modifications to the Software released by the Licensor from time to time that are intended to correct errors, enhance performance, improve security, or provide incremental functional improvements.

The term "Upgrades" shall mean any new versions, major releases, feature releases or substantially enhanced versions of the Software that the Licensor, in its sole and absolute discretion, makes generally available to its licensees.

The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. References to the singular include the plural and vice versa, and references to any gender include all genders. The words "including," "includes" and "include" shall be deemed to be followed by the phrase "without limitation."

Subject to the terms, conditions, restrictions and limitations set forth in this Agreement, the Licensor hereby grants to the End User a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the Software, in object code form only, solely for the End User's internal personal or business purposes, as applicable.

Where the End User is a natural person acting for personal, non-commercial purposes, the license granted herein shall permit installation and use of the Software on such number of devices owned or controlled by the End User as the Licensor may from time to time specify, and in the absence of such specification, on a reasonable number of devices consistent with ordinary personal use.

Where the End User is a legal entity or a natural person acting for business purposes, the license granted herein shall permit installation and use of the Software by the authorized employees, contractors or agents of such End User, solely for the internal business operations of such End User, and the End User shall remain fully responsible for compliance by all such persons with the terms of this Agreement.

The license granted hereunder is granted free of charge, and no license fees shall be payable by the End User for the right to install and use the Software, except as may otherwise be expressly agreed in writing with respect to premium features, optional modules, or other value-added services that the Licensor may offer separately.

The End User acknowledges that the license granted hereunder constitutes a license only, and not a sale, assignment, conveyance, or other transfer of any ownership interest in or to the Software, the Documentation, or any portion thereof.

All rights not expressly granted to the End User under this Agreement are reserved by the Licensor and its licensors, and no license, right or interest in or to any Intellectual Property Rights of the Licensor or any third party is granted by implication, estoppel or otherwise.

The End User shall use the Software strictly in accordance with the terms of this Agreement and the Documentation, and solely for lawful purposes that are not inconsistent with the rights of the Licensor or any third party.

The End User shall not, and shall not permit, authorize, assist or encourage any third party to: (i) copy, reproduce, duplicate, republish, distribute, publicly display, publicly perform, broadcast or otherwise disseminate the Software, in whole or in part, except as expressly permitted herein; (ii) modify, adapt, alter, translate, or create derivative works based upon the Software or any portion thereof; (iii) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive, discover or reconstruct the source code, underlying ideas, algorithms, file formats, programming interfaces, or trade secrets of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

The End User shall not sell, resell, rent, lease, lend, sublicense, assign, transfer, distribute, host, outsource, time-share, or otherwise commercially exploit or make the Software available to any third party, whether on a service bureau basis, as part of a software-as-a-service offering, or in any other manner.

The End User shall not remove, obscure, deface, alter, or modify any proprietary notices, labels, markings, legends, trademarks, service marks, logos, copyright notices, or similar indicia of origin or ownership that appear on, in, or in connection with the Software or the Documentation.

The End User shall not use the Software (i) to develop, test, distribute, or create any competing product or service; (ii) to transmit any unlawful, infringing, defamatory, obscene, harassing, or otherwise objectionable material; (iii) to transmit any virus, worm, Trojan horse, time bomb, spyware, or other malicious or harmful code; (iv) to interfere with, disrupt, or compromise the integrity or security of any network, system, server, or data; or (v) in any manner that violates any applicable law, regulation, or third-party right.

The End User shall not attempt to circumvent, disable, defeat, or otherwise interfere with any security, licensing, authentication, access control, digital rights management, or other protective mechanism built into or associated with the Software.

The End User shall be solely responsible for ensuring that its use of the Software complies with all applicable laws, regulations, and administrative requirements, including without limitation those relating to privacy, data protection, intellectual property, export control, and consumer protection.

The Licensor reserves the right, in its sole and absolute discretion, to monitor the End User's compliance with the terms of this Agreement and to investigate any suspected violation thereof, and the End User shall cooperate reasonably with any such investigation.

As between the Licensor and the End User, the Licensor and its licensors shall at all times retain all right, title, and interest in and to the Software, the Documentation, and all copies, modifications, enhancements, derivative works, and extracts thereof, including without limitation all Intellectual Property Rights embodied therein or related thereto.

The End User acknowledges and agrees that the Software and Documentation are protected by copyright laws, international copyright treaties, trade secret laws, and other applicable laws and treaties, and that any unauthorized use, reproduction, modification, or distribution thereof shall constitute a material breach of this Agreement and may subject the End User to substantial civil and criminal liability.

Any trademarks, service marks, trade names, logos, product names, or slogans that appear on or in connection with the Software are the property of the Licensor or its licensors, and no right or license is granted to the End User to use any such marks without the prior written consent of the Licensor or the applicable third-party owner.

The End User shall not acquire any ownership interest in or to the Software or any copies or portions thereof by virtue of this Agreement or the End User's use of the Software, and any goodwill arising from the End User's use of the Software shall inure solely to the benefit of the Licensor.

In the event that the End User provides to the Licensor any suggestions, comments, feedback, ideas, improvements, enhancements, recommendations, or other input relating to the Software (collectively, "Feedback"), the End User hereby irrevocably assigns to the Licensor all right, title, and interest in and to such Feedback, and the Licensor shall be free to use, exploit, reproduce, modify, and incorporate such Feedback into its products and services without any obligation of attribution, compensation, or confidentiality.

The End User agrees to execute such further documents and take such further actions as the Licensor may reasonably request in order to perfect, record, or otherwise give effect to the Licensor's ownership rights as set forth in this Section.

The End User acknowledges and agrees that the Software is configured to receive and install Updates automatically from the Licensor's servers, and the End User hereby consents to the automatic downloading, installation, and application of all such Updates without any further notice or action required on the part of the End User.

The Licensor reserves the right, but shall have no obligation, to issue Updates, Upgrades, or new versions of the Software at such times and in such manner as the Licensor shall determine in its sole and absolute discretion, and the Licensor shall not be liable to the End User or any third party for any failure to issue, delay in issuing, or decision not to issue any Update, Upgrade, or new version.

Updates and Upgrades delivered pursuant to this Agreement shall be deemed to constitute part of the Software and shall be governed by the terms and conditions of this Agreement, unless the Licensor expressly provides different or supplemental terms applicable to such Updates or Upgrades, in which case such terms shall govern.

The End User acknowledges that Updates and Upgrades may modify, add, remove, or otherwise alter features and functionality of the Software, and that the End User may be required to accept such modifications in order to continue using the Software.

In the event the End User disables, blocks, interferes with, or otherwise prevents the automatic installation of Updates, the Licensor shall have no liability for any resulting malfunction, security vulnerability, loss, or damage, and the Licensor may, in its discretion, suspend or terminate the End User's license to use the Software.

The Licensor may require the End User to install any Update or Upgrade as a condition of continued use of the Software, and failure to install such mandatory Update or Upgrade within a reasonable time following notification may result in the Software ceasing to function, in whole or in part, without any liability on the part of the Licensor.

The End User acknowledges that the Software may incorporate, embed, link to, or otherwise rely upon certain software components, libraries, modules, or materials provided by third parties, including both commercially licensed third-party components and components licensed under open source software licenses (collectively, "Third-Party Components").

The use of Third-Party Components by the End User shall be subject to the terms and conditions of the applicable third-party license agreements or open source licenses, as made available by the Licensor within the Software, its Documentation, an "about" screen, a notices file, or at [Third-Party Notices URL/Location], and the End User agrees to comply with all such terms and conditions.

In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any applicable third-party or open source license with respect to the Third-Party Components, the terms of such third-party or open source license shall govern and control, but solely with respect to such Third-Party Components.

The Licensor makes no representation or warranty of any kind, express or implied, with respect to any Third-Party Components, and the End User's sole and exclusive recourse with respect to any Third-Party Components shall be against the applicable third-party licensor pursuant to the applicable third-party license terms.

The End User acknowledges that certain open source licenses may require the Licensor to make available, upon request, the source code of certain Third-Party Components, and the Licensor shall comply with such obligations as and to the extent required by the applicable open source license.

The Licensor reserves the right, at any time and in its sole discretion, to substitute, modify, update, remove, or discontinue any Third-Party Component, and to replace any such component with a functionally equivalent or alternative component, without any liability to the End User.

The license granted under this Agreement is provided free of charge, and no license fees, royalties, or other monetary consideration shall be payable by the End User for the right to download, install, and use the Software in accordance with the terms hereof.

Notwithstanding the foregoing, the Licensor reserves the right to offer, on a separate basis, premium features, optional modules, add-ons, enhanced functionality, professional services, support services, or other value-added offerings that may be subject to additional fees, charges, or subscription payments (collectively, "Paid Offerings"), the terms and conditions of which, including applicable pricing, payment terms, and refund policies, shall be set forth in a separate agreement or order document between the Licensor and the End User.

In the event the End User elects to purchase or subscribe to any Paid Offerings, all fees shall be payable in [Currency] in accordance with the payment terms specified at the time of purchase, and all fees shall be non-refundable except as expressly provided in the applicable terms or as required by applicable law.

The End User shall be solely responsible for the payment of all taxes, duties, levies, tariffs, and governmental assessments of any nature arising out of or in connection with the End User's purchase or use of any Paid Offerings, exclusive of taxes based on the Licensor's net income.

The Licensor reserves the right to modify, revise, or discontinue the pricing, availability, or terms of any Paid Offerings at any time, upon such notice as may be required by applicable law or the terms of the applicable subscription or purchase agreement.

If the Licensor determines in the future to charge license fees for the Software itself, the Licensor shall provide the End User with reasonable advance notice, and the End User shall have the option either to accept the new fee-based terms or to discontinue use of the Software, in which case this Agreement shall terminate without further liability on the part of either party.

The End User acknowledges and agrees that the Software may collect, process, and transmit to the Licensor certain anonymized and aggregated technical, diagnostic, performance, usage, and telemetry data concerning the installation, configuration, operation, and use of the Software (collectively, "Anonymized Data"), including without limitation device type, operating system version, software version, crash reports, feature usage statistics, and error logs.

The Licensor shall only collect, use, and process Anonymized Data that does not identify, and cannot reasonably be used to identify, the End User or any other natural person, and the Licensor shall not collect personal data or personally identifiable information through the Software's telemetry functions without providing appropriate notice and obtaining any legally required consent.

The Anonymized Data shall be used by the Licensor for lawful business purposes, including without limitation to maintain, operate, improve, and enhance the Software; to diagnose and resolve technical issues; to develop new features and products; to conduct statistical analysis and research; and to comply with legal obligations.

The Licensor may share Anonymized Data with its affiliates, service providers, business partners, and other third parties for the purposes described herein, provided that such recipients are bound by appropriate confidentiality and data handling obligations.

To the extent that the End User's use of the Software involves the processing of any personal data, such processing shall be governed by the Licensor's privacy policy, available at [Privacy Policy URL], which is hereby incorporated by reference into this Agreement, and the End User is encouraged to review such privacy policy carefully.

The End User shall be solely responsible for ensuring that its use of the Software, and any processing of personal data effected by the End User through the Software, complies with all applicable privacy, data protection, and data security laws and regulations.

The End User may, where technically supported, adjust or disable certain data collection features through the Software's settings, provided that doing so may impair or limit the functionality of the Software, and the Licensor shall have no liability for any resulting degradation in performance or functionality.

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO THE END USER "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, DEFECTS, BUGS, AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR, ON BEHALF OF ITSELF, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, THE LICENSOR DOES NOT WARRANT THAT (i) THE SOFTWARE WILL MEET THE END USER'S REQUIREMENTS OR EXPECTATIONS; (ii) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED; (iv) THE SOFTWARE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (v) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LICENSOR'S OBLIGATIONS UNDER THIS AGREEMENT.

THE END USER ACKNOWLEDGES THAT IT ASSUMES THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, AND USE OF THE SOFTWARE, AND THAT SHOULD THE SOFTWARE PROVE DEFECTIVE, THE END USER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY IN WHOLE OR IN PART TO END USERS WHO ARE CONSUMERS, AND SUCH END USERS MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO THE END USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SOFTWARE OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF THE LICENSOR AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, ACTUALLY PAID BY THE END USER TO THE LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED, HOWEVER, THAT WHERE THE SOFTWARE HAS BEEN PROVIDED FREE OF CHARGE, SUCH AGGREGATE LIABILITY SHALL NOT EXCEED THE SUM OF ONE HUNDRED UNITED STATES DOLLARS (US$100.00).

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

THE END USER ACKNOWLEDGES THAT THE LICENSOR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY IN WHOLE OR IN PART TO END USERS WHO ARE CONSUMERS, AND NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT LIABILITY WHICH, UNDER APPLICABLE LAW, MAY NOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING WITHOUT LIMITATION LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

The End User agrees to indemnify, defend, and hold harmless the Licensor, its affiliates, and its and their respective officers, directors, employees, agents, licensors, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, actions, suits, proceedings, demands, losses, damages, liabilities, judgments, settlements, costs, and expenses (including without limitation reasonable attorneys' fees and court costs) arising out of or in connection with (i) the End User's use or misuse of the Software; (ii) the End User's breach or alleged breach of this Agreement; (iii) the End User's violation of any applicable law, regulation, or third-party right; or (iv) any content, data, or materials uploaded, transmitted, or otherwise made available by the End User through the Software.

The Licensor shall provide the End User with prompt written notice of any claim subject to indemnification hereunder, provided that the failure to provide such prompt notice shall not relieve the End User of its indemnification obligations except to the extent that the End User is materially prejudiced thereby.

The Licensor shall have the right, at its option and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the End User, in which event the End User shall cooperate reasonably with the Licensor in asserting any available defenses.

The End User shall not settle, compromise, or consent to the entry of any judgment with respect to any claim subject to indemnification hereunder without the prior written consent of the Licensor, which consent shall not be unreasonably withheld.

The indemnification obligations set forth in this Section shall survive the termination or expiration of this Agreement.

This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the provisions hereof.

The End User may terminate this Agreement at any time, with or without cause, by uninstalling and permanently deleting all copies of the Software from all devices under the End User's possession or control and ceasing all use of the Software.

The Licensor may terminate this Agreement and the license granted hereunder immediately, without notice and without liability, if the End User breaches any term or condition of this Agreement, or if the Licensor, in its sole discretion, determines that termination is necessary to comply with applicable law, protect the Licensor's rights, or protect the integrity or security of the Software or its users.

The Licensor may further terminate this Agreement, in whole or in part, and discontinue the Software or any portion thereof, at any time, for any reason or no reason, upon such notice as the Licensor deems appropriate under the circumstances, and without liability to the End User.

Upon termination of this Agreement for any reason, (i) the license granted hereunder shall immediately terminate; (ii) the End User shall immediately cease all use of the Software and the Documentation; and (iii) the End User shall uninstall, destroy, and permanently delete all copies of the Software and Documentation in its possession or control.

The provisions of this Agreement that by their nature are intended to survive termination, including without limitation those relating to ownership and intellectual property rights, disclaimers of warranties, limitations of liability, indemnification, governing law and dispute resolution, and miscellaneous provisions, shall survive any termination or expiration of this Agreement.

Termination of this Agreement shall be without prejudice to any other rights or remedies available to the Licensor under this Agreement, at law, or in equity.

The End User acknowledges that the Software, including any technology or technical data contained therein or related thereto, is subject to the export control laws, regulations, and restrictions of the United States and other jurisdictions, including without limitation the Export Administration Regulations and the economic sanctions programs administered by the United States Department of the Treasury's Office of Foreign Assets Control.

The End User shall not, directly or indirectly, export, re-export, transfer, release, or otherwise make available the Software, or any direct product thereof, (i) to any country, region, government, entity, or individual subject to an embargo or comprehensive economic sanctions imposed by the United States; (ii) to any party listed on any restricted-party, denied-persons, or sanctions list maintained by the United States government or any other applicable authority; or (iii) for any end use prohibited by applicable export control laws, including without limitation any end use relating to nuclear, chemical, biological, or missile weapons.

The End User represents and warrants that (i) it is not located in, under the control of, or a national or resident of any such embargoed or sanctioned country or jurisdiction; (ii) it is not identified on any such restricted-party list; and (iii) it shall not use the Software for any such prohibited end use.

The End User shall comply with all applicable domestic and foreign laws, rules, and regulations relating to the use of the Software, including without limitation those relating to anti-corruption, anti-bribery, anti-money laundering, data protection, privacy, consumer protection, and intellectual property.

The End User shall be solely responsible for obtaining any licenses, permits, authorizations, or approvals required under applicable law in connection with its use of the Software.

The End User shall indemnify and hold harmless the Licensor from any violation of applicable export control, sanctions, or other laws by the End User in connection with the End User's use of the Software.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of [State], United States of America, without regard to its conflict of laws principles or rules that would require or permit the application of the laws of any other jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.

Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes"), shall be resolved exclusively in the state or federal courts located in [County, State], United States of America, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts and waives any objection it may have to the laying of venue in such courts or that such courts constitute an inconvenient forum.

Notwithstanding the foregoing, the Licensor may, at its option, seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or confidential information.

To the extent permitted by applicable law, each party hereby irrevocably waives any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Any cause of action or claim the End User may have arising out of or relating to this Agreement or the Software must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim shall be permanently barred.

To the extent permitted by applicable law, the End User agrees that any Dispute shall be resolved on an individual basis, and the End User hereby waives any right to participate in a class action, class arbitration, or other representative proceeding against the Licensor.

The End User shall not assign, transfer, delegate, sublicense, or otherwise dispose of this Agreement or any of its rights or obligations hereunder, in whole or in part, whether voluntarily, involuntarily, by operation of law, in connection with a merger, consolidation, or sale of assets, or otherwise, without the prior written consent of the Licensor, and any purported assignment or transfer in violation of this Section shall be null and void and of no force or effect.

The Licensor may freely assign, transfer, delegate, or sublicense this Agreement, or any of its rights or obligations hereunder, in whole or in part, at any time, with or without notice to the End User, including without limitation in connection with any merger, consolidation, reorganization, acquisition, or sale of all or substantially all of its assets or business to which this Agreement relates.

Subject to the foregoing restrictions on assignment, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

No assignment or transfer permitted hereunder shall relieve the assigning or transferring party of any liability or obligation accrued prior to the effective date of such assignment or transfer.

Any notice, consent, request, demand, or other communication required or permitted to be given under this Agreement by the Licensor to the End User may be given by any reasonable means, including without limitation by posting on the Licensor's website, by in-Software notification, by electronic mail to the address associated with the End User's account (if any), or by any other method the Licensor deems appropriate, and shall be deemed given upon the earlier of actual receipt or the date of such posting or transmission.

Any notice to be given by the End User to the Licensor under this Agreement shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by nationally recognized overnight courier, to the Licensor at [Licensor Notice Address], with a copy by electronic mail to [Licensor Notice Email], and shall be deemed given upon receipt.

Either party may change its address for notices by giving written notice of such change to the other party in accordance with this Section.

Notices given by electronic means shall be deemed to be in writing for all purposes of this Agreement.

The End User agrees that the Licensor may rely on contact information most recently provided by the End User, and the Licensor shall have no liability for any failure of notice resulting from inaccurate or outdated contact information.

This Agreement, together with any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, understandings, and communications, whether oral or written, between the parties relating to such subject matter.

The Licensor reserves the right, in its sole discretion, to modify, amend, or supplement this Agreement at any time by posting an updated version of this Agreement within the Software, on its website, or by other reasonable means, and such modifications shall become effective upon posting or upon such later date as may be specified. The End User's continued use of the Software following any such modification shall constitute acceptance of the modified Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, such provision shall be deemed modified to the minimum extent necessary to render it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

No failure or delay by the Licensor in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver by the Licensor shall be effective only if in writing and signed by an authorized representative of the Licensor.

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties, and neither party shall have any authority to bind the other in any respect whatsoever.

The Licensor shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, pandemics, epidemics, natural disasters, power or telecommunications failures, or interruptions of the internet.

This Agreement is intended for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

The parties acknowledge that they have required this Agreement to be drawn up in the English language, and in the event of any translation of this Agreement into any other language, the English-language version shall govern and control.

The End User acknowledges and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by the End User, and that the Licensor shall be entitled to seek specific performance, injunctive relief, and other equitable remedies for any such breach, in addition to any other remedies available at law or in equity, without the requirement of posting a bond or other security.