End User License Agreement

1. License Grant

Permute AI, Inc. ("Licensor") grants you ("Licensee") a limited, non-exclusive, non-transferable license to access and use the Permute software application ("Software") subject to the terms and conditions of this End User License Agreement ("Agreement"). This license is for the purpose of enabling Licensee to use the Software as provided by Licensor, solely for Licensee's internal business purposes.

2. Scope of License

This license permits Licensee to:

• Install and use the Software on Licensee's devices in accordance with the documentation provided.
• Make reasonable copies of the Software for backup and archival purposes.
• Use the Software in accordance with any applicable usage limits specified in the subscription plan.

3. Restrictions

Licensee shall not:

• Sublicense, sell, lease, transfer, or otherwise distribute the Software to any third party.
• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
• Use the Software in violation of any applicable laws or regulations.
• Use the Software to develop competing products or services.
• Attempt to gain unauthorized access to the Software or its related systems or networks.
• Use the Software in a manner that exceeds reasonable usage limits or constitutes abuse.

4. Ownership and Intellectual Property

Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant Licensee any ownership rights in the Software. The Software is protected by copyright laws and international treaty provisions.

5. User Data and Privacy

Licensee retains all rights in any data, content, or information ("User Data") uploaded to or processed by the Software. Licensee grants Licensor a limited license to use, process, and store User Data solely for the purpose of providing the Software's functionality. Licensor's handling of User Data is governed by the Privacy Policy, which is incorporated herein by reference.

6. Confidentiality

Licensee agrees to maintain the confidentiality of the Software and not disclose it to any third party, except as expressly permitted by this Agreement. This obligation survives termination of this Agreement.

7. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

8. Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE. LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Term and Termination

This Agreement remains in effect until terminated by either party. Licensor may terminate this Agreement immediately if Licensee breaches any term of this Agreement. Upon termination, Licensee must cease all use of the Software and destroy all copies thereof. The following sections survive termination: Ownership, Warranty Disclaimer, Limitation of Liability, and General Provisions.

10. Support and Updates

Licensor may, at its discretion, provide updates, patches, and technical support for the Software. Licensee agrees to install all reasonable updates provided by Licensor.

11. Export Controls

Licensee agrees to comply with all applicable export control laws and regulations regarding the Software, including the Export Administration Regulations and sanctions programs administered by the Office of Foreign Assets Control.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

13. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the Software.
• Amendments: Licensor may amend this Agreement from time to time. Continued use of the Software after any amendment constitutes acceptance of the amended terms.
• Waiver: Failure to enforce any right under this Agreement does not constitute a waiver of such right.
• Severability: If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

14. Contact Information

If you have questions about this End User License Agreement, please contact us at:

Permute AI, Inc.
hello@permute.ai