Software License Agreement

1. Parties and Acceptance

LICENSOR: The Ilumento entity designated on your account/Order Form (Ilumento Limited or Ilumento USA LLC). LICENSEE: The individual or entity who clicks "I Agree" or checks the acceptance box below.

By accepting this Agreement, you represent that you have the authority to bind the entity or individual you represent to these terms.

2. Software Covered

This Agreement grants you a license to use the following Ilumento proprietary software products (collectively, the "Software"):

ilumento Software
- Studio
- Prism
- Sentinel

The term "Software" includes all related Documentation, updates, and maintenance releases provided under this Agreement.

3. Grant of License

Subject to your continuous compliance with this Agreement and payment of all fees, the Licensor grants you a non-exclusive, non-transferable, limited license to install, access, and use the specified Software solely for your internal business operations, for the specific License Term and by the designated number of Authorized Users as detailed in your current online or electronic Order Form.

4. Licensee Obligations and Restrictions

You agree that you will not:

Copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software.
Sell, rent, lease, sublicense, transfer, or otherwise make the Software available to any third party.
Use the Software for any unlawful purpose or outside the scope defined in the Order Form.
Circumvent any technical protections or usage limits built into the Software (e.g., limits on Authorized Users).

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5. Intellectual Property (Ownership)

You acknowledge that the Software and Documentation are the exclusive property of the Licensor (or its suppliers). This license grants you only a limited right of use and is not a sale of the Software. All rights not expressly granted to you are reserved by the Licensor.

6. Fees, Term, and Termination

Fees: You agree to pay the fees specified in your online or electronic Order Form based on your selected subscription plan or license type.
Term: The license is effective upon acceptance and continues for the term specified in your Order Form, subject to renewal or earlier termination.
Termination: We may terminate this Agreement and revoke your access if you breach any term, including failure to pay fees. Upon termination, you must immediately cease all use of the Software.

7. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED IN YOUR ORDER FORM, THE LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. The Licensor does not warrant that the Software will be error-free or uninterrupted.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR CONNECTED WITH YOUR USE OR INABILITY TO USE THE SOFTWARE. THE LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the applicable jurisdiction, determined by the specific Licensor entity named on your Order Form:

If the Licensor is Ilumento Limited: This Agreement shall be governed by the laws of New Zealand, without regard to its conflict of laws principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of New Zealand.
If the Licensor is Ilumento USA LLC: This Agreement shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Any disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, USA.

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