(Last update: November 15, 2024)

This Software License Agreement (“Agreement”) is entered into by and between Agile Data Decisions Inc, a corporation incorporated pursuant to the laws of the state of Delaware, USA having its principal office at 8866 Gulf Freeway STE 250-F, 77017 Houston TX (together with its Affiliates, “Agile Data Decisions”), and you and/or your organization (e.g. company, institution, school) (“you”). You and Agile Data Decisions may be referred to individually as “Party” and collectively as “Parties”. This Agreement is effective on the date you click to accept (“Effective Date”). You cannot use the Software if you cannot accept this Agreement.

IF YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL AND NECESSARY LEGAL AUTHORITY REQUIRED TO BIND YOUR ORGANIZATION TO THIS AGREEMENT. If you do not have the full and necessary legal authority, do not accept this Agreement on behalf of your organization.

1. DEFINITIONS

1.1.“As A Service” means Software hosted directly or indirectly by Agile Data Decisions, on the cloud or otherwise. Software provided As A Service is accessed by Authorized Users by means of an API or other structured network interactions that do not provide you with a source code or object code representation of the Software.

1.2.“Authorized User” means you individually in the situation where you accept this Agreement on behalf of yourself individually. “Authorized User” means employees, agents, consultants, auditors, and contractors of your organization in the situation where you accept this Agreement on behalf of your organization.

1.3. “Content” means electronic data uploaded or posted the Software by Authorized Users.

1.4.“Intellectual Property Rights” means any intellectual property right or proprietary right recognized in any country or jurisdiction in the world, whether in existence as of the Effective Date or arising or recognized thereafter, including, but not limited to patent and other patent rights (including patent disclosures, divisions, continuations, continuations-in-part, reissues, re-examinations, and extensions thereof), copyrights, and other rights in works of authorship (including registered and unregistered copyrights and unpublished works of authorship), trade secrets, industrial designs, trademarks (including registered and unregistered trademarks) and all applications and registrations therefor.

1.5.“Permitted Uses” means uses for internal business in accordance with and subject to the terms and conditions of this Agreement. Except as expressly provided this Agreement, “Permitted Uses” do not include redistribution, remarketing, loaning, renting, sublicensing or otherwise making the Software or available or accessible to any third party.

1.6.“Software” means modules and components of the AgileDD AI platform (also called iQC), access to which is provided in connection with this Agreement, including applicable documentation and all future versions.

1.7.“Subscription” means your access right to the Software, as specified in a separate written agreement, which may include your purchase order accepted by Agile Data Decisions or your written acceptance of a proposal issued by Agile Data Decisions.

1.8.“Supported Access Infrastructure” means your hardware, software, and connections that conform to Agile Data Decisions’ applicable specifications for compatibility with the Software.

1.9.“User Account” means an account in the Software associated with and providing access to the Software for an Authorized User.

2. SOFTWARE LICENSE TERMS

2.1. Grant of Access. Subject to you complying with the terms of this Agreement, Agile Data Decisions hereby grants to you a non-exclusive, worldwide, terminable, non-transferable (except as otherwise specified herein) right for Authorized Users to access and use the Software for Permitted Uses, provided that:

2.1.1.     No Source Code. Agile Data Decisions does NOT grant you a license to the source code of the Software.

2.1.2.     No Reproduction. Except as otherwise specified herein, you shall not reproduce, duplicate, copy, sell, resell or exploit access to the Software, use of the Software, or any portion of the Software, including, but not limited to, its presentation or any visual design elements without express written permission from Agile Data Decisions.

2.1.3.     No Modification. You shall not modify, reverse engineer, adapt or otherwise tamper with the Software, merge with another software program or other material to create an updated or original work, create derivative works or modify another software application or website so as to falsely imply that it is associated with the Software, Agile Data Decisions, or any other software or service provided by Agile Data Decisions.

2.1.4.     Prohibited Uses. Except as otherwise specified herein, you shall not use the Software: (a) in any manner which may infringe copyright or Intellectual Property Rights; (b) for any purpose other than for its internal business needs (including, but not limited to, any redistribution, remarketing, loaning, renting, sublicensing or otherwise making the Software, or any data provided to you thereunder, available or accessible to any third party); (c) in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of this Agreement; or (d) to knowingly upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” message, viruses, self-replicating computer programs “Worms”, or any code of a destructive or malicious nature.

2.1.5.     Supported Access Infrastructure. The Software is provided As A Service. You are encouraged to access the Software using Supported Access Infrastructure. Agile Data Decisions does not provide and does not compensate for the acquisition of Supported Access Infrastructure. Agile Data Decisions is not responsible or liable for the acquisition, provision, use, or proper function of Support Access Infrastructure. Agile Data Decisions is not responsible or liable for your inability to fully use the Software or harm to you or to third-parties caused by you accessing the Sofware via infrastructure other than Supported Access Infrastructure. Supported Access Infrastructure or the inclusion/non-inclusion of a particular piece of infrastructure as Supported Access Infrastructure may change without notice.

2.1.6.     Authorized Users. You shall only permit access and use of the Software to Authorized Users. Authorized Users may be assigned User Accounts, and each User Account will include a unique identifier (“Username”) and password used to access and use the Software.

2.1.6.1.     Protection of Credentials. A Username shall only be used by the Authorized User to whom it is assigned and shall not be shared with or used by any other person, including other Authorized Users. You shall be responsible, to the extent it is within your reasonable control, for protecting the security of Usernames and passwords, and any other credentials or information useful for accessing the Software, and for the accuracy and adequacy of personal information provided to the Software. You shall institute commercially reasonable measures to prevent unauthorized use of Usernames and passwords, and shall promptly notify Agile Data Decisions upon suspicion that a Username has been lost, stolen, compromised, or misused 

2.1.6.2.     Responsibility for Authorized Users. You agree that you are responsible for all Authorized Users. The terms, conditions, restrictions and obligations of this Agreement apply to all Authorized Users, and you shall be liable for any breach of the Agreement by an Authorized User. You are responsible for ensuring that Authorized Users have all the skills, competence and training necessary to use the Software. You bear all liability and responsibility for harm caused by Authorized Users using the Software in an unskilled or otherwise unexpected manner. 

2.1.7.     Administrator. You shall designate one or more Administrators. Administrators are Authorized Users who manage the list of active User Accounts associated with your Subscription. An Administrator shall immediately deactivate an active User Account if the user associated with the User Account is no longer an Authorized User.

2.1.8.     Suspension of Access. Subject to providing you with at least forty-eight (48) hours prior written notice, Agile Data Decisions may temporarily suspend access to the Software for operational purposes, including, but not limited to, maintenance, repairs or installation of Updates (“Scheduled Downtime”).

2.1.9.     Changes to Software. Agile Data Decisions may provide updates to the Software without notice. Such updates may alter usage of the Software, and may remove certain features or alter their operation. While Agile Data Decisions aims to reduce the impact of updates on the effective use of the Software by users, Agile Data Decisions is not responsible or liable for loss of productivity, compatibility, or use caused by such updates.       

3. INTELLECTUAL PROPERTY

3.1. Content. Agile Data Decisions does not review or pre-screen Content and is not liable for any harm caused to you, the Authorized Users, or a third-party by the Content having been uploaded or posted to the Software. Agile Data Decisions claims no Intellectual Property Rights with respect to Content.

3.2. Retention of Intellectual Property Rights. Subject to Section 2.1, Agile Data Decisions retains all Intellectual Property Rights to the Software. If Agile Data Decisions does not enforce certain Intellectual Property Rights for a period of time, this forbearance does not constitute waiver of the relevant Intellectual Property Rights. 

3.3. Feedback. Any information you provide to Agile Data Decisions regarding performance, operation, interfaces, components, interoperability, feature sets, potential feature sets, defects, or other aspects of use of the Software (“Feedback”) shall be owned by Agile Data Decisions. To the extent that Feedback includes your intellectual property, you provide a worldwide, perpetual right in such intellectual property for Agile Data Decisions to develop and improve the Software.

3.4. Brand Assets. The rights to trademarks, domain names, trade dress, logos, service marks, and other brand assets of Agile Data Decisions are retained by Agile Data Decisions. This Agreement does not give you any right to use the brand assets of Agile Data Decisions.

3.5. Non-Violation. You agree not to infringe the Intellectual Property Rights of Agile Data Decisions, nor to assist, cause or permit any third party to commit any such infringement.

3.6. Protective Measures. You shall take commercially reasonable measures, including access controls and system security requirements, to prevent any unauthorized person from accessing the Software and associated documentation.                                                                                                       

4. LIABILITY

4.1. LIMITATION OF LIABILITY. YOU AGREE THAT AGILE DATA DECISIONS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS SUCCESSORS AND ASSIGNS SHALL NOT BE HELD LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES YOU INCUR. THIS INCLUDES LOSS OF DATA AND LOSS OF PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER OR NOT AGILE DATA DECISIONS WAS ADVISED OF, OR WAS ABLE OR SHOULD HAVE BEEN ABLE TO FORESEE THE POSSIBILITY OF SUCH LOSSES OCCURRING.

4.2. TIME FOR COMMENCEMENT OF ACTION. NO ACTION AGAINST AGILE DATA DECISIONS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS, REGARDLESS OF FORM (INCLUDING NEGLIGENCE), ARISING OUT OF ANY CLAIMED BREACH OF THIS AGREEMENT OR TRANSACTIONS UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATED TO THIS AGREEMENT MAY BE BROUGHT BY THE OTHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS FIRST ARISEN.

5. CONFIDENTIALITY

5.1. Confidentiality. You shall use all reasonable efforts to keep information relating to the Software and all associated documentation (“Confidential Information”) confidential. This Section shall not apply to any information that you can demonstrate (a) is or becomes generally available to the public through no fault of you; (b) is disclosed to you by a third party (unless and until you have reasonable grounds to believe that such disclosure was in breach of any obligation to Agile Data Decisions); (c) was known to you prior to you having access to the Confidential Information or was independently developed by you without reference to or use of the Confidential Information.

5.2. Disclosure to Personnel. Section 5.1 shall not prevent you from disclosing such Confidential Information to your Authorized Users to the extent necessary for them to use the Software. You shall take all reasonable steps to ensure that such Confidential Information is treated as confidential by each such disclose.

5.3. Disclosure Required by Law. In the event that you are obligated by law to disclose any Confidential Information, you shall promptly inform Agile Data Decisions so that Agile Data Decisions is given an opportunity to object to or challenge such disclosure, and to obtain protective relief or any other appropriate remedy. Should any such objection by Agile Data Decisions be unsuccessful, you may only disclose such Confidential Information to the extent required by the relevant law, advise the disclosee of the confidential nature of the information being disclosed and exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded and, where possible, endeavor that such disclosure be protected under a confidentiality agreement.

5.4. Survival. The confidentiality provisions set forth in this Section 5 shall apply during the Term and for a period of three (3) years after the expiration or termination of this Agreement. Any Confidential Information you receive that qualifies as a trade secret under applicable law shall be held confidential for as long as such Confidential Information continues to so qualify.

6. TERM AND TERMINATION

6.1. Term . This Agreement shall commence on the Effective Date and will continue to apply until terminated by you or by Agile Data Decisions.         

6.2. Termination by You. You may terminate this Agreement by ceasing use of the Software, including use by all User Accounts under your Subscription. In order to terminate this Agreement, all Authorized Users must cease use of the Software. You may not start using the Software again without agreeing to this Agreement again.

6.3. Termination by Agile Data Decisions. Agile Data Decisions may terminate this agreement if:

(a) Agile Data Decisions decides to no longer provide the Software to you;

(b) You materially breach any provision of this Agreement;

(c) Agile Data Decisions is required by law to do so; or

(d) Your Subscription expires.

6.4. Consequences of Termination. Upon expiration or termination of this Agreement, all grants of access to Software under this Agreement shall immediately terminate and you shall immediately cease using the Software. You shall immediately return or destroy all property provided by Agile Data Decisions. 

6.5. Amendments to Agreement. Agile Data Decisions may alter this Agreement upon releasing new versions of the Software. Agile Data Decisions will provide you with notice that alterations have occurred to this Agreement. Alterations of this Agreement shall not be construed as a termination of this Agreement, but as an amendment to this Agreement. If you do not agree with the amended terms of the Agreement, you may terminate the Agreement as specified in section 6.2.

6.6. Survival. Notwithstanding the foregoing and any termination of this Agreement, in addition to any provisions which are expressly stated to survive, Sections 3 through 8 shall survive such termination of this Agreement.

7. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION

7.1. Governing Law. This Agreement and the transactions contemplated hereby and all matters arising out of or relating thereto, including any disputes (each, a “Dispute”), shall be governed by and construed in accordance with the laws of the state of Texas, U.S.A., without regard to the laws of any other jurisdiction that might be applied because of conflicts of law principles.

7.2. Dispute Resolution. If a dispute arises you and Agile Data Decisions, you shall use reasonable efforts to settle and resolve such dispute amicably through meetings and negotiations. In such meetings and negotiations, you shall be represented by a senior official who shall have authority to settle the dispute. You and Agile Data Decisions are unable to reach an amicable resolution of any such dispute within thirty (30) days from the date of such written notice (“Resolution Deadline”), then the provisions of Section 10.3 shall apply to such dispute.

7.3. Jurisdiction. Any dispute which is not resolved pursuant to Section 7.2, and within sixty (60) days of the Resolution Deadline, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with such rules. The arbitration shall take place in Houston, TX, U.S.A., and shall be conducted in the English language. In the event of any dispute, you shall bear your own attorneys’ fees, expert witness fees, and one-half of the arbitrator fees.

8. MISCELLANEOUS            

8.1. Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement, and their respective successors and permitted assigns.

8.2. Entire Agreement. The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior proposals, agreements and understandings between the Parties, whether oral or written, with respect to the subject matter. 

8.3. Construction. Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid, such provision shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of this Agreement in that or other jurisdictions which provisions shall continue in full force and effect.

8.4. Waiver. Except as otherwise provided for herein or required by law, Agile Data Decisions shall not, by mere lapse of time without giving notice or taking other action hereunder, be deemed to have waived any breach of any provision of this Agreement by you. Failure by Agile Data Decisions to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement.

8.5. Agreement Availability. You may request a copy of this Agreement by providing a written request to Agile Data Decisions.

8.6. Compliance with Law. You agree to comply with all applicable laws, regulations, and ordinances relating to your performance under this Agreement.

8.7. Notice. Any notices, demands and other communications pursuant to this Agreement shall be in writing and shall be delivered in person, mailed by first class mail and postage prepaid (registered or certified to the extent available, and via airmail if overseas), couriered overnight, delivered by facsimile transmission or transmitted electronically in a PDF or similar document-scanning file format to the Party to receive the notice at the applicable address, set out on in this Agreement or at such other address as may be designated in writing by the receiving Party. All such notices shall be effective upon receipt.

8.8. Assignment. You may not, without the prior written consent of Agile Data Decisions, assign or transfer this Agreement or any obligation incurred hereunder, including without limitation by change of effective voting control of your organization, merger, reorganization, consolidation, or sale of all or substantially all of your organization’s assets. Any attempt to do so in contravention of this Section shall result in immediate termination of this Agreement.

8.9. English Language Provision. The Parties acknowledge having required that this Agreement and all documents, notices and judicial proceedings entered into, given or instituted pursuant thereto, or relating directly or indirectly thereto, be drawn up in English.

8.10.           Force Majeure. If performance of this Agreement is hindered or prevented by an act of God, action of the elements, fire, labour disturbances, failure or lack of transportation and/or facility, shortage or labour, material, or supplies, interruption of power or water, war, invasion, civil unrest, enactment of legislation or issuance of governmental orders or regulations, or other casualty or cause, whether similar or dissimilar, beyond either Party’s control (together, “Force Majeure”), performance by either Party to the extent so hindered or prevented will be excused.

8.11.           No Agency. Nothing in this Agreement shall constitute or be deemed to constitute one Party as agent of the other, for any purpose whatsoever, and neither Party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship between Agile Data Decisions and you (including the employees and contractors of each Party).

8.12.           Agile Data Decisions is a Non-Party. All transactions concluded through use of the Software by you shall be between you and the other parties to that transaction pursuant to the terms and conditions agreed upon by you and those parties. Agile Data Decisions shall not be a party to any transaction or contract concluded through use of the Software.