This End User License Agreement ("Agreement") is between you ("Licensee," "you," or "your") and Kaipsul LLC, a Florida limited liability company ("Licensor," "we," "us," or "our").
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.
1. Definitions
"Software" means the Kaipsul application, including all updates, modifications, and documentation provided by Licensor.
2. License Grant
Subject to your compliance with this Agreement and payment of applicable subscription fees, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices you own or control, solely for your personal or internal business purposes.
3. License Restrictions
You shall not, and shall not permit any third party to:
- copy, modify, or create derivative works of the Software;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
- remove, alter, or obscure any proprietary notices on the Software;
- use the Software for any illegal purpose or in violation of any applicable law;
- use the Software to develop a competing product or service;
- share your license key with any third party; or
- exceed the number of authorized installations specified in your subscription plan.
4. Intellectual Property Rights
The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant you any rights to trademarks, service marks, or trade names of Licensor.
5. Subscription and Payment
The Software requires an active, paid subscription. Your license is contingent upon timely payment of all applicable fees. Licensor may modify subscription fees upon thirty (30) days' prior notice. Upon termination or expiration of your subscription, your license will automatically terminate and you must cease all use of the Software. All fees are non-refundable except as required by applicable law.
6. Updates and Support
Licensor may, but is not obligated to, provide updates, upgrades, or support for the Software. Any such updates or upgrades will be governed by this Agreement unless accompanied by a separate license agreement.
7. Data and Privacy
The Software processes data locally on your device. Licensor does not collect, store, or transmit your content data. Licensor may collect limited technical data for license validation purposes, including but not limited to: license key validation, device identification, and activation status. Your use of the Software is also subject to Licensor's Privacy Policy.
8. Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
THE LIMITATIONS IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, BUT SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY LICENSOR'S NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT.
10. Term and Termination
This Agreement is effective upon your acceptance and continues until terminated. Licensor may terminate this Agreement immediately if you breach any provision of this Agreement. You may terminate this Agreement by ceasing all use of the Software and deleting all copies. Upon termination, you must immediately cease all use of the Software and delete all copies in your possession or control. Sections 4, 8, 9, and 11 shall survive termination of this Agreement.
11. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in Florida, and you consent to the personal jurisdiction of such courts.
12. Export Compliance
You agree to comply with all applicable export and import control laws and regulations in your use of the Software.
13. U.S. Government Rights
If you are a U.S. Government entity, the Software is a "commercial item" as defined at 48 C.F.R. 2.101, and is licensed in accordance with this Agreement.
14. General Provisions
This Agreement constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior agreements and understandings. Licensor may modify this Agreement by providing notice through the Software or by email. Your continued use of the Software after such notice constitutes acceptance of the modified Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of Licensor to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You may not assign or transfer this Agreement without Licensor's prior written consent. Licensor may assign this Agreement without restriction. Licensor shall not be liable for any failure or delay in performance due to causes beyond its reasonable control.
15. Contact Information
For questions regarding this Agreement, please contact: support@kaipsul.com.