SaaS License Agreement

Agent Ledger Pro - Software as a Service

Effective Date: January 1, 2025

1. Definitions

In this SaaS License Agreement ("Agreement"), the following terms have the meanings set forth below:

  • "Service" means the Agent Ledger Pro software-as-a-service platform and all related features, functionality, and documentation.
  • "Licensor" means Agent Ledger Pro, the owner and operator of the Service.
  • "Licensee" or "You" means the individual or entity that subscribes to and uses the Service.
  • "Subscription" means the right to access and use the Service for a specified period.
  • "User Data" means any data, content, or information that you upload, store, or process through the Service.
  • "Authorized Users" means individuals authorized by Licensee to access the Service under Licensee's subscription.

2. Grant of License

2.1 License Grant

Subject to the terms of this Agreement and payment of applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, limited license to access and use the Service during the Subscription term solely for Licensee's internal business purposes.

2.2 Scope of License

This license permits you to:

  • Access and use the Service through a web browser or authorized applications
  • Store and manage your business data within the Service
  • Generate reports and documents using Service features
  • Integrate the Service with authorized third-party applications
  • Allow Authorized Users to access the Service under your subscription

2.3 License Restrictions

This license does NOT permit you to:

  • Sublicense, sell, resell, transfer, or distribute the Service to any third party
  • Copy, duplicate, or reproduce any part of the Service
  • Modify, adapt, or create derivative works based on the Service
  • Reverse engineer, decompile, disassemble, or attempt to discover the source code
  • Remove or alter any proprietary notices, labels, or marks
  • Use the Service to develop a competing product or service
  • Access the Service through automated means (bots, scrapers) without authorization
  • Share access credentials beyond Authorized Users
  • Use the Service in violation of any applicable laws or regulations
Important: Any violation of these restrictions may result in immediate termination of your license and may subject you to legal action.

3. Subscription and Fees

3.1 Subscription Terms

Subscriptions are offered on a monthly or annual basis. The specific terms, features, and pricing of your subscription are as described in your order or subscription agreement.

3.2 Payment

All fees are due in advance and are non-refundable except as expressly stated in this Agreement. Licensor reserves the right to suspend access to the Service for non-payment.

3.3 Free Trial and Demo Access

If you are accessing the Service under a free trial or demo, this license is granted for evaluation purposes only and is subject to additional restrictions as specified at the time of registration.

4. Intellectual Property

4.1 Ownership

Licensor retains all right, title, and interest in and to the Service, including all intellectual property rights therein. This Agreement does not grant you any ownership rights in the Service.

4.2 Your Data

You retain all right, title, and interest in your User Data. You grant Licensor a limited license to use, store, and process your User Data solely for the purpose of providing the Service.

4.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, Licensor may use such feedback without any obligation to you.

5. Confidentiality and Non-Disclosure

5.1 Confidential Information

By accessing the Service, you acknowledge that the Service contains proprietary and confidential information, including but not limited to:

  • Software architecture, design, and implementation
  • User interface designs and workflows
  • AI models, algorithms, and prompts
  • Business processes and methodologies
  • Pricing and feature roadmaps

5.2 Non-Disclosure Obligations

You agree to:

  • Keep all Confidential Information strictly confidential
  • Not disclose Confidential Information to any third party without prior written consent
  • Use Confidential Information only for the purpose of using the Service
  • Take reasonable measures to protect the confidentiality of the information
  • Notify Licensor immediately of any unauthorized disclosure

5.3 Prohibition on Competitive Use

You expressly agree NOT to use knowledge gained from the Service to:

  • Develop, design, or create any competing product or service
  • Assist any third party in developing a competing product or service
  • Replicate features, functionality, or user experience of the Service

6. Service Level and Support

6.1 Availability

Licensor will use commercially reasonable efforts to make the Service available 24/7, subject to scheduled maintenance and circumstances beyond our control.

6.2 Support

Technical support is available via email during business hours. Response times and support scope depend on your subscription tier.

6.3 Updates and Modifications

Licensor may update, modify, or enhance the Service at any time. We will endeavor to provide notice of material changes that may affect your use of the Service.

7. Data Protection and Security

7.1 Data Security

Licensor implements industry-standard security measures to protect your User Data, including encryption, access controls, and regular security assessments.

7.2 Data Backup

Licensor performs regular backups of User Data. However, you are responsible for maintaining your own backups of critical data.

7.3 Data Processing

Your User Data may be processed by third-party service providers as described in our Privacy Policy. By using the Service, you consent to such processing.

8. Term and Termination

8.1 Term

This Agreement begins when you first access the Service and continues until terminated.

8.2 Termination by You

You may terminate your subscription at any time by canceling through your account settings or contacting us. Termination takes effect at the end of your current billing period.

8.3 Termination by Licensor

Licensor may terminate this Agreement immediately if you breach any terms of this Agreement, fail to pay fees when due, or engage in any prohibited conduct.

8.4 Effect of Termination

Upon termination:

  • Your license to use the Service immediately terminates
  • You must cease all use of the Service
  • You may request export of your User Data within 30 days of termination
  • After 30 days, Licensor may delete your User Data
  • Provisions that by their nature should survive will survive termination

9. Warranties and Disclaimers

9.1 Limited Warranty

Licensor warrants that the Service will perform substantially in accordance with its documentation during your subscription term.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
  • IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES

11. Indemnification

You agree to indemnify and hold harmless Licensor from any claims, damages, losses, and expenses arising out of:

  • Your use of the Service
  • Your breach of this Agreement
  • Your violation of any third-party rights
  • Your User Data or any content you provide

12. Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles. Any disputes shall be resolved through binding arbitration in Naples, Florida.

13. General Provisions

13.1 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof.

13.2 Amendment

Licensor may amend this Agreement by posting a revised version on the Service. Your continued use after such posting constitutes acceptance of the amended terms.

13.3 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

13.5 Assignment

You may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement freely.

14. Contact Information

For questions about this Agreement, please contact:

  • Email: hello@agentledgerpro.com
  • Website: www.agentledgerpro.com

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