Licensee: By installing or using the Software, Licensee agrees to the terms of this Agreement.
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Dated: 12/20/2024
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SOFTWARE LICENSE AGREEMENT
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1. Introduction
This Software License Agreement (this “Agreement”) is entered into by and between Explain Once, LLC, an Ohio limited liability company (“Licensor”), and you (“Licensee”), and governs your use of the “Explain Once” software add-on for word processing applications (the “Software”). By installing, accessing, or using the Software, Licensee agrees to be bound by this Agreement.
2. Grant of License
2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Software solely for Licensee’s internal business purposes.
2.2 Restrictions. Licensee shall not: (a) modify, adapt, translate, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except as expressly permitted by applicable law; (c) rent, lease, sell, sublicense, assign, or otherwise transfer the Software without Licensor’s prior written consent; (d) remove, alter, or obscure any proprietary notices on the Software; or (e) use the Software in violation of any applicable law or regulation.
2.3 No Legal Advice. The Software is a tool intended to assist with document drafting. It does not constitute legal advice or replace the judgment of a qualified attorney. Licensee is responsible for determining whether and how to use the Software and complying with all professional and regulatory requirements.
3. Data Ownership and Use
3.1 Licensee Data. All data, content, and information entered into the Software or generated by Licensee’s use of the Software (“Licensee Data”) remain Licensee’s property. Usage reports will be sent to the Licensee confirming the usage frequency of the Software, document types, and number of inserted comments per day/week/month/year. No confidential client information should be included in the Software.
3.2 Anonymized Data. Licensee agrees that Licensor may use aggregated, anonymized Licensee Data to improve the Software, develop analytical models, and monitor usage trends, provided that such data cannot reasonably identify Licensee or any individual. Licensee grants Licensor a non-exclusive, perpetual, irrevocable, royalty-free license to use such anonymized data. Licensor will comply with applicable privacy laws and regulations in its use of the data.
3.3 Data Security. Licensor will implement commercially reasonable measures designed to protect Licensee Data against unauthorized access, disclosure, or use. Licensee acknowledges that no security measures are infallible, and Licensor does not guarantee absolute security.
4. Intellectual Property
All intellectual property rights in and to the Software, including any documentation, updates, enhancements, or modifications, remain the exclusive property of Licensor or its licensors. Licensee acquires no rights except as expressly granted under this Agreement. Licensee shall not contest or challenge Licensor’s ownership of the Software.
5. Confidentiality
Licensee shall keep confidential all non-public, proprietary, or trade secret information disclosed by Licensor related to the Software. Licensee shall protect such information with at least the same level of care it uses to protect its own confidential information, but not less than reasonable care. Licensee shall not disclose such information to any third party without Licensor’s prior written consent.
6. Updates, Support, and Modifications
6.1 Updates. Licensor may, at its sole discretion, provide updates, enhancements, or improvements to the Software. Unless otherwise agreed in a separate written maintenance or support agreement, Licensor is not obligated to provide technical support or updates.
6.2 Right to Modify/Discontinue. Licensor reserves the right to modify, suspend, or discontinue the Software, in whole or in part, at any time, with or without notice. Licensor shall not be liable to Licensee or any third party for such actions.
6.3 Features. Any beta or preview features made available by Licensor are provided “as is” and without warranty of any kind. Licensee’s use of such features is at Licensee’s sole risk. Licensee understands that all features of the Software are subject a valid license to Microsoft Word. If your license with Microsoft Word ends, you will not be able to use the Software and will not receive a refund for the Software. If Microsoft changes Microsoft Word in such a manner where it renders some or all of the features of the Software inoperable, Licensee shall inform Licensor as soon as possible; thereafter Licensor may work to modify the Software to conform to the new requirements.
7. Fees and Payment (If Applicable)
If the Software is provided subject to fees, Licensee shall pay all applicable amounts per the order form or pricing schedule. Payments are due within thirty (30) days of invoice. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Licensor may suspend or terminate Licensee’s access for non-payment.
8. Licensee Representations and Warranties
Licensee represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) it will comply with all applicable laws, rules, and regulations in using the Software; (c) it will not use the Software to infringe the intellectual property, privacy, or other rights of any third party; and (d) it will not input into the Software any unlawful or defamatory content.
9. Indemnification
Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Licensee’s use or misuse of the Software; (b) Licensee’s violation of any law or regulation; or (c) claims that Licensee Data infringes or violates any third-party rights.
10. Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT IT WILL MEET LICENSEE’S REQUIREMENTS.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM FOR A SINGLE USER LICENSE.
12. Term and Termination
12.1 Term. This Agreement remains in effect until terminated as provided herein.
12.2 Termination by Licensor. Licensor may terminate this Agreement immediately if Licensee breaches any provision or fails to pay any due fees.
12.3 Effect of Termination. Upon termination, Licensee shall cease all use of the Software and destroy all copies. Provisions regarding confidentiality, ownership, limitations of liability, warranty disclaimers, and indemnification shall survive termination.
13. Governing Law and Dispute Resolution
13.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of law principles. Claims shall be adjudicated exclusively in the state or federal courts located in Hamilton County, Ohio.
13.2 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.
13.3 Arbitration. At Licensor’s sole election, any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Hamilton County, Ohio, and the award may be enforced in any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. §§ 1-16) shall govern this arbitration clause.
14. Force Majeure
Neither party is liable for delays or failures due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, or Internet disruptions. The affected party shall promptly notify the other and endeavor to resume performance as soon as practicable.
15. Export Compliance
Licensee shall comply with all applicable export and import laws and regulations. Licensee shall not export or re-export the Software to any country or entity prohibited by such laws.
16. Changes to the Agreement
Licensor may amend this Agreement by providing notice to Licensee (including by posting revised terms). Continued use of the Software after such notice constitutes acceptance of the amended terms.
17. Third-Party Components
The Software may incorporate third-party or open-source components subject to their own license terms. By using the Software, Licensee agrees to comply with all applicable third-party terms.
18. Injunctive Relief
Licensee acknowledges that a breach of provisions related to confidentiality, intellectual property, or usage restrictions could cause irreparable harm to Licensor. Licensor may seek injunctive or equitable relief, without the requirement to post bond, in addition to any other remedies available at law or in equity.
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19. Allocation of Risk and Reasonableness
The provisions of this Agreement, including limitations of liability, warranty disclaimers, and indemnification, reflect a reasonable allocation of risk between the parties, forming an essential part of the bargain.
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20. Miscellaneous
20.1 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous representations or agreements.
20.2 Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.
20.3 Assignment. Licensee shall not assign this Agreement or any rights or obligations hereunder without Licensor’s prior written consent. Any attempted assignment without consent is void.
20.4 No Waiver. Licensor’s failure to enforce any provision does not waive its right to enforce that provision later.
IN WITNESS WHEREOF, by installing or using the Software, Licensee agrees to the terms of this Agreement.
Explain Once, LLC