PROPRIETARY SOFTWARE LICENSE AGREEMENT

This Proprietary Software License Agreement (“Agreement”) is a legally binding contract between the individual(s) listed below (“Owner(s)”) and any user (“Licensee”) authorized by the Owner(s) to use the software described herein (“Software”).

1. Ownership and Intellectual Property Rights

The Software and all intellectual property rights, title, and interest therein are exclusively owned by the Owner(s) who created it, as named herein. This Agreement assigns exclusive ownership to the Owner(s) as the sole proprietors, with no transfer of rights, title, or ownership in any part of the Software to Licensee. The Software is not open source, and any unauthorized distribution, modification, or use of the Software by third parties is expressly prohibited unless explicitly authorized in writing by the Owner(s).

2. License Grant

Subject to the terms and conditions of this Agreement, Owner(s) hereby grant Licensee a limited, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Software solely for Licensee's personal or internal business purposes as expressly permitted by the Owner(s). Any use outside of these parameters without prior written consent from the Owner(s) is strictly prohibited.

3. Restrictions

Licensee agrees to the following restrictions:
   - No Distribution or Reproduction: Licensee may not distribute, copy, or reproduce the Software or any part thereof to any third party in any form.
   - No Modification or Derivative Works: Licensee may not alter, modify, adapt, translate, or create derivative works from the Software.
   - No Reverse Engineering: Licensee may not reverse engineer, decompile, disassemble, or attempt to extract the source code of the Software.
   - No Sublicensing or Transfer: Licensee may not sublicense, rent, lease, loan, or transfer the Software or any rights granted hereunder to any third party.
   - Written Consent: Any action contrary to these restrictions requires the prior express written permission of the Owner(s).

4. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE OWNER(S) MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE WILL BE ERROR-FREE, FREE OF DEFECTS, OR SUITABLE FOR ANY SPECIFIC PURPOSE. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE USE OF THE SOFTWARE.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE OWNER(S) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS INTERRUPTIONS, OR LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF THE OWNER(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE’S SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SOFTWARE IS TO DISCONTINUE USE.

6. Termination

This Agreement shall automatically terminate if Licensee breaches any term or condition of this Agreement. Upon termination, Licensee agrees to immediately cease all use of the Software and destroy all copies of the Software in Licensee’s possession, whether in electronic or physical form, and certify such destruction to the Owner(s) upon request.

7. Governing Law and Jurisdiction

This Agreement and all disputes arising out of or related to it shall be governed by the laws of [Insert Jurisdiction, e.g., “the State of [Your State] in the United States”] without regard to its conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of the courts located within [Insert Jurisdiction] for the resolution of any disputes arising out of or related to this Agreement or the Software.

8. Entire Agreement

This Agreement constitutes the entire agreement between the Owner(s) and Licensee regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by the Owner(s).

IN WITNESS WHEREOF, the Owner(s) and Licensee execute this Agreement as of the date Licensee first accesses or installs the Software.



Owner(s): Collin Schaufele, Jacob M, Griffin Witt
