SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the Agreement) is entered into as of the Effective Date specified in the signature block (the Effective Date), by and between Oxynx, LLC, A Wyoming limited liability company with a principal place of business at _________________ (“Oxynx”), and the individual identified in the signature block below (“Licensee”). Oxynx and Licensee are sometimes referred to individually as a Party and collectively as the Parties.
For good and valuable consideration, the receipt and sufficiency are herby acknowledged, the parties agree as follows:
Definitions
“Documentation” means any user guides, manuals, specifications, or other documentation relating to the Software that Oxynx makes available to Licensee in any medium.
Feedback” means any suggestions, ideas, comments, enhancement requests, recommendations, or other feedback relating to the Software or Oxynx's products or services that are provided by Licensee to Oxynx.
“Intellectual Property Rights” means all worldwide intellectual property rights, including patents, patent applications, copyrights, moral rights, trademarks, service marks, trade secrets, know-how, and all other proprietary rights, and all applications, registrations, renewals, and extensions thereof.
“Licensee Data” means any data, content, or materials inputted or otherwise used with the Software by or on behalf of Licensee, excluding Feedback.
“Software” means the object code version of Oxynx’s proprietary software product identified in the signature block or applicable ordering documentation, together with any related documentation provided by Oxynx to Licensee under this Agreement, and any updates or modifications expressly provided by Oxynx to Licensee under this Agreement.
“Third-Party Software” means any third-party software, products, services, or platforms that interoperate with or are used in connection with the Software and that are not provided by Oxynx.
License Grant and Access to the Software
License Grant and Access to the Software. Subject to Licensee full and ongoing compliance with this Agreement and, where applicable, payment of all fees agreed by the Parties, Oxynx grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software, in object code form only, solely for Licensee’s internal business purpose, and in accordance with the Documentation and all restrictions set forth in this Agreement. Licensee may make a reasonable number of copies of the Software solely as necessary for backup, archival, or disaster recovery purposes, provided that each such copy contains all proprietary and copyright notices that appear on or in the original Software and all such copies are treated as Software and remain subject to this Agreement. Licensee may not assign, transfer, sell, sublicense, rent, lease, lend, or otherwise provide the Software, or any copy of the Software, in whole or in part, to any third party, except as expressly permitted by this Agreement or with Oxynx’s prior written consent. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any right to obtain, use, or access the source code of the Software.
Restrictions on Use
Usage Restrictions. Except as expressly permitted under this Agreement, Licensee shall not, and shall not permit any third party to: (a) copy the Software, or any part thereof; (b) modify, adapt, translate, create derivative works from, or otherwise alter the Software or Documentation; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or access the source code or underlying structure, ideas, know-how, or algorithms of the Software (except to the limited extent that such restrictions are prohibited by applicable law and then only after providing prior written notice to Oxynx); (d) sublicense, rent, lease, lend, sell, resell, distribute, provide service bureau or timesharing services through the Software, or otherwise make the Software available for the benefit of any third party; (e) use the Software in order to build, train, operate, or improve a product or service that is competitive with, or which competes with or substitutes for, the Software or Oxynx's other products or services; (f) remove, alter, obscure, or deface any proprietary, copyright, trademark, or other notices on or within the Software or Documentation; (g) use the Software in any manner that violates any applicable law, regulation, or third-party rights (including privacy, data protection, and intellectual property rights); or (h) use the Software in any manner or for any purpose not expressly permitted by this Agreement.
Third-Party Software. If Licensee elects to use any Third-Party Software in connection with the Software, such use is solely between Licensee and the applicable third-party provider and is subject only to such third party's terms and conditions. Oxynx does not control, endorse, or assume any responsibility or liability for any Third-Party Software.
Licensee Data and Privacy.
Ownership of Licensee Data. As between Oxynx and Licensee, Licensee retains all rights, title, and interest (including all Intellectual Property Rights) in and to Licensee Data, subject to the license granted to Oxynx in this Section 4. Licensee represents and warrants that Licensee has and will maintain all rights, consents, and permissions necessary to allow Oxynx to access and use the Licensee Data as contemplated under this Agreement.
License to Licensee Data. Licensee grants to Oxynx a non-exclusive, worldwide, royalty-free, fully paid license, for the Term and for a reasonable period thereafter, to use Licensee Data and use the Licensee Data as contemplated under this Agreement.
Aggregated and De-Identified Data. Oxynx may generate, use, and disclose aggregated and/or de-identified data derived from Licensee Data and Licensee's use of the Software (“Aggregated Data”) for Oxynx's legitimate business purposes, including for analytics, benchmarking, service improvements, and development of new products or services, provided that such Aggregated Data does not identify Licensee or any individual.
Data Protection. Oxynx will implement commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Licensee Data.
Intellectual Property Ownership
Ownership by Oxynx. As between the Parties, Oxynx and its licensors own and retain all rights, title, and interest (including all Intellectual Property Rights) in and to the Software, Feedback, and Documentation, any modifications, enhancements, improvements, or derivative works of any of the foregoing. Except for the limited rights expressly granted to Licensee under this Agreement, no other rights, title, or interest in or to the Software, Feedback, or Documentation are granted, and all such rights are expressly reserved by Oxynx.
Feedback. Licensee hereby assigns and agrees to further assign to Oxynx all right, title, and interest in and to, and hereby waives and agrees not to exercise any “moral rights” to, all Feedback provided to Oxynx that relate to the Software and Feedback, including Confidential Information, without any obligation or compensation to Licensee. Oxynx is not obligated to use or incorporate any Feedback.
Confidentiality
Confidential Information. “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation the terms of this Agreement, business and marketing plans, technology and technical information, product plans and designs, and business processes. Oxynx's Confidential Information includes the Software, Documentation, any related performance data and feedback about the Software, any information relating thereto.
Obligations. The Receiving Party shall (a) use the Disclosing Party's Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement, (b) not disclose such Confidential Information to any third party except as expressly permitted under this Agreement, and (c) protect the Disclosing Party's Confidential Information using at least the same degree of care as it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisors, and agents who have a need to know the information for the purposes of this Agreement and who are bound by obligations of confidentiality at least as protective as those in this Agreement.
Exclusions. Confidential Information does not include information that (a) is or becomes generally known to the public through no breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without restriction on use or disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Injunctive Relief. Each Party acknowledges that unauthorized disclosure or use of the other Party's Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party will be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.
Warranties and Disclaimers
Mutual Warranties. Each Party represents and warrants that (a) it has the full power and authority to enter into and perform its obligations under this Agreement, and (b) this Agreement has been duly authorized and constitutes a valid, binding obligation enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity.
Software Warranty. Oxynx will use commercially reasonable efforts to provide the Software in a professional and workmanlike manner and substantially in accordance with the Documentation under normal use and circumstances. Licensee's exclusive remedy for any breach of this warranty shall be for Oxynx to use commercially reasonable efforts to correct the nonconformity or, if Oxynx fails to do so within a reasonable time, for Licensee to terminate the affected portion of the Software and receive a pro rata refund of prepaid, unused Fees for the terminated portion of the Software.
AI-Related Disclosures and Disclaimers. Licensee acknowledges and agrees that: (a) the Software and/or certain components, features, or outputs of the Software may use, incorporate, rely on, or be developed, in whole or in part, with the assistance of artificial intelligence, machine learning models, or other algorithmic systems (collectively, “AI Technologies”), including third-party AI tools and models; (b) outputs generated or assisted by AI Technologies (including any recommendations, predictions, summaries, analyses, or other content) are based on patterns in training data and on inputs provided by or on behalf of Licensee and may be incomplete, inaccurate, biased, or otherwise unreliable, and may not reflect current conditions or facts; (c) AI-generated or AI-assisted outputs are not intended to constitute legal, financial, medical, or other professional advice or judgments, and should not be used as a substitute for independent professional judgment, due diligence, or verification by Licensee; (d) Licensee is solely responsible for (i) reviewing, evaluating, verifying, and approving all AI-related outputs generated through or in connection with the Software prior to using or relying on such outputs, and (ii) determining whether the use of AI Technologies and any outputs complies with applicable laws, regulations, industry standards, and Licensee's internal policies, including those related to privacy, data protection, intellectual property, discrimination, and consumer protection; and (e) Oxynx does not guarantee that AI Technologies will produce accurate, complete, non-infringing, or error-free outputs, and Oxynx is not responsible for any decisions or actions taken or not taken by Licensee or any third party based on such outputs.
General Disclaimers. Except as expressly set forth in Section 7.2 and subject to Section 7.3: (a) the Software (including AI Technologies, and any related Documentation, content, and outputs) is provided on an “as is,” “as available,” and “with all faults” basis, and Licensee's use of the Software is at its sole risk; (b) Oxynx and its licensors expressly disclaim all warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage of trade; (c) Oxynx does not warrant that the Software will be uninterrupted, error-free, or secure, that defects will be corrected, that the Software will meet Licensee's requirements, or that the Software will be compatible with any particular hardware, software, or systems; and (d) Oxynx makes no representation or warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content or outputs obtained through the Software (including via AI Technologies).
Third-Party Software. Oxynx has no responsibility or liability for any Third-Party Software, and any use of such Third-Party Software is solely at Licensee's risk and subject only to the applicable third-party terms.
Indemnification
By Licensee. Licensee shall indemnify, defend, and hold harmless Oxynx and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Licensee's use of the Software in violation of this Agreement, applicable law, or third-party rights.
Indemnification Procedure. The obligations in this Section 8 are conditioned upon the indemnified Party (a) providing the indemnifying Party with prompt written notice of the claim (provided that any failure to provide prompt notice will only relieve the indemnifying Party of its obligations to the extent it is materially prejudiced by such failure), (b) granting the indemnifying Party sole control of the defense and settlement of the claim (except that the indemnifying Party may not settle any claim that imposes any admission of liability or obligation on the indemnified Party without the indemnified Party's prior written consent), and (c) providing reasonable cooperation and assistance at the indemnifying Party's expense.
Term and Termination
Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Section 9 (the “Term”). Unless otherwise agreed in writing, either Party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or the other Party becomes insolvent, makes a general assignment for the benefit of creditors, is subject to any proceeding under any bankruptcy or insolvency law that is not dismissed within sixty (60) days, or ceases to do business in the ordinary course.
Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted to Licensee under this Agreement shall immediately terminate; (b) Licensee shall immediately cease all use of the Software; (c) Licensee shall promptly return or, at Oxynx’s written direction, destroy all copies of the Software and Documentation in Licensee possession or control, and all related Confidential Information of Oxynx, and upon Oxynx’s request shall certify in writing its compliance with this obligation; and (d) Licensee shall pay to Oxynx all amounts, if any, that have accrued or become due and payable under this Agreement as of the effective date of termination.
Survival. All provisions of the this Agreement that by their terms should reasonably be expected to survive termination of this Agreement shall service termination of this Agreement, including but not limited to Sections 3 (Restrictions on Use), 5 (Intellectual Property Ownership), 6 (Confidentiality), 7 (Warranties; Disclaimers; AI-Related Disclaimer), 8 (Indemnification), 9.2 and 9.3 (Effect of Termination; Survival), 10 (Limitation of Liability), and 11 (General Provisions).
Limitation of Liability
Exclusion of Certain Damages. To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, savings, goodwill, or data (in each case, whether direct or indirect), arising out of or relating to this Agreement or the use of or inability to use the Software, even if such Party has been advised of the possibility of such damages or such damages were foreseeable.
Aggregate Liability Cap. To the maximum extent permitted by applicable law, Oxynx's total aggregate liability arising out of or relating to this Agreement, the Software, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of Fees actually paid by Licensee to Oxynx giving rise to the claim during the twelve (12) month period immediately preceding the event giving rise to the claim. If Licensee has not paid any license fees to Oxynx for the Software, Oxynx’s total liability arising out of or relating to this Agreement shall be limited to one hundred dollars ($100).
Exceptions. The limitations in this Section 10 shall not apply to (a) Licensee's payment obligations, if any, (b) either Party's breach of its confidentiality obligations under Section 6, or (c) Licensee's indemnification obligations under Section 8. Nothing in this Agreement shall limit or exclude any liability that cannot be limited or excluded under applicable law.
Allocation of Risk. The Parties acknowledge that the limitations of liability and the allocation of risk in this Agreement are an essential basis of the bargain between the Parties, and that, absent such limitations, the economic terms of this Agreement would be substantially different.
General Provisions
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Wyoming, without regard to its conflicts of law principles.
Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by confirmed email (other than for notices relating to claims or alleged breaches, which shall not be sent solely by email unless expressly permitted by the Parties), or (c) five (5) business days after being sent by a recognized international overnight courier service. Notices to Oxynx shall be sent to the address specified above, and notices to Licensee shall be sent to the contact information specified in the signature block.
Assignment. Licensee may not assign, transfer, or delegate this Agreement, in whole or in part, whether by operation of law, merger, asset sale, change of control, or otherwise, without Oxynx's prior written consent. Any attempted assignment in violation of this Section 11.3 shall be null and void. Oxynx may assign this Agreement without Licensee's consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has any authority to bind the other Party in any manner without that Party's prior written consent.
Force Majeure. Neither Partv shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by events, circumstances, or causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes or other labor disputes, government actions, pandemics, epidemics, power failures, internet or telecommunications failures, or failures of third-party hosting Oxynxs.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning such subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.
Amendments; Waivers. No amendment or modification of this Agreement shall be valid or binding unless made in a writing signed by duly authorized representatives of both Parties or accepted through an online process expressly referencing this Agreement. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. A waiver of any breach shall not be deemed a waiver of any other or subsequent breach.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
No Third-Party Beneficiaries. Except as expressly stated herein, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer any rights or remedies upon any other person or entity.
Counterparts; Electronic Acceptance. This Agreement may be executed or accepted in one or more counterparts (including electronically or via click-through or online acceptance), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic, digital, and facsimile signatures and records shall be deemed originals for all purposes.
IN WITNESS WHEREOF, the Parties have executed this Software License Agreement as of last date signed below (the “Effective Date”).
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