License Agreement Copyright (c) 2023, Lungsi Ngwua (also B. Lungsi Sharma) All right reserved. NOTICE TO USER ============== THIS LICENSE AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN THE INDIVIDUAL WHO DOWNLOADS THE SOFTWARE (“YOU”) AND THE LICENSOR, THAT SHOULD BE READ IN ITS ENTIRETY. THIS IS AN AGREEMENT GOVERNING YOUR USE OF PROPRIETARY PUBLIC DOMAIN SOFTWARE, FURTHER DEFINED HEREIN AS “SOFTWARE”, AND THE LICENSOR OF THE SOFTWARE IS WILLING TO PROVIDE YOU WITH ACCESS TO THE SOFTWARE ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND ACCEPTED ALL SUCH TERMS AND CONDITIONS UPON EXECUTING A DOWNLOAD OF ANY PROPRIETARY PUBLIC DOMAIN SOFTWARE. THIS SOFTWARE IS COPYRIGHTED AND THE OWNER OF THE COPYRIGHT CLAIMS ALL EXCLUSIVE RIGHTS TO SUCH SOFTWARE, EXCEPT AS LICENSED TO USERS HEREUNDER AND SUBJECT TO STRICT COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. IF YOU FAIL TO ABIDE BY ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, YOUR LICENSE TO USE SUCH FREE SOFTWARE SHALL BE IMMEDIATELY AND AUTOMATICALLY REVOKED, WITHOUT ANY NOTICE OR OTHER ACTION BY THE LICENSOR. BY ACCESSING, STORING, LOADING, INSTALLING, EXECUTING, DISPLAYING, COPYING THE SOFTWARE INTO THE MEMORY OF A CLIENT DEVICE (DEFINED BELOW) OR OTHERWISE BENEFITING FROM USING THE FUNCTIONALITY OF THE SOFTWARE ("USE"), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO YOU. IN SUCH EVENT, YOU MAY NOT USE THE SOFTWARE IN ANY WAY. DEFINITIONS =========== AGREEMENT is a legally binding contract between te Licensee (You) and the Licensor. CLIENT DEVICES means computers, workstations, personal digital assistants, hand-held devices, or other electronic devices for which the Software was designed. LICENSE KEY means a file or a unique sequence of digits and/or symbols provided to You by the Licensor, which may carry the information about the License, i.e. its type, the user name and the number of license, granted under this Agreement, and may enable the full functionality of the Software. LICENSOR SITE means the Internet website maintained by or on behalf of the Licensor from which the Software is available for download pursuant to a license from the Licensor. The Licensor Site is currently located at www.neuralgraphs.com PERSONAL USE shall mean personal non-commercial use, and not on behalf or for the benefit of any clients and excludes any commercial purposes whatsoever, which include without limitation: advertising marketing and promotional materials/services on behalf of an actual client, employer, employee or for Your own benefit, any products that are commercially distributed, whether or not for a fee, any materials or services for sale or for which fees or charges are paid or received. Additionally, the individual licensing terms may specify other terms, conditions and restrictions of Using the Software. SOFTWARE is a Proprietary Public Domain Software without source code. TERM refers to the term of the Agreement which begin when You install the Software until the Agreement is terminated. THIRD PARTY COMPONENTS means components and materials (including but not limited to articles, photos, drawings, graphics, rich media, applications, programs), including operating system and application software and other content owned by a party other than Licensor's with which the Software interfaces and which provides certain functionality essential to the operation of the Software. YOU means the individual person (the LICENSEE) installing or Using the Software on his or her own behalf; or, if the Software is being downloaded or installed on behalf of an organization, such as an employer, or the organization for which the Software is downloaded or installed and You represent that You have authorized the person accepting this agreement to do so on Your behalf. For purposes hereof the term ORGANIZATION, without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority. GRANT OF LICENSE ================ The Licensor hereby grants to You a non-exclusive and non-transferable license, without rights to sublicense, to Use the Software subject to your compliance with all of the terms and conditions of this Agreement. You may use the Software solely for Personal Use on one (1) Client Device that You own, lease or control. You may make one backup copy of the Software for your own use to replace the primary copy in the event of hard-drive failure or other unavailability of the primary copy. The backup copy shall retain all copyright notices. You may not use the Software for multiple users or on a local area network without written consent from the Licensor. Your license to use the Software shall be revocable by the Licensor. This license shall automatically terminate upon your violation of the terms hereof or upon your use of the Software beyond the scope of the license provided herein. Licensor will not provide You with any support services for the Software under this Agreement. Licensor makes no representations or warranties and provides no indemnification or replacement covenants of any kind with respect to Third Party Components. In using the Software and in using any report or information derived as a result of using this Software, You agree to comply with all applicable internation, national, state, regional and local laws and regulations, including, without limitation, privacy, copyright, export control and obscenity law. Use within the scope of this license is free of charge and no royalty or licensing fees shall be playable by You. Use beyond the scope of this license shall constitute copyright infringement. RESTRICTIONS ============ You specifically agree that each of the terms and condition of this Section ("Restrictions") are materials and that failure of You to comply with these terms and conditions shall constitute sufficient cause for Licensor to immediately terminate this Agreement and the License granted under this Agreement. The presence of this Section ("Restrictions") shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party hereto. No Modification --------------- You acknowledge that the Software is proprietary to the Licensor and constitutes trade secrets of the Licensor. You agree not to modify or alter the Software in any way. You may not modify, or create derivative works based upon the Software in whole or in part. You may not remove or alter any copyright notices or other proprietary notices on any copies of the Software. Any such unauthorized use shall result in immediate and automatic termination of this Agreement and the License granted hereunder and may result in criminal and/or civil prosecution. No Reverse Engineering ---------------------- You agree not to adapt, translate, reverse engineer, decompile, disassemble, reduce any party of the Software to human readable form or otherwise attempt to discover the code of the Software in any way, nor permit any third party to do so, except to the extend the foregoing restriction is expressly prohibited by applicable law. Neither Software binary code nor source may be used or reverse engineered to re-create the program algorithm, which is proprietary, without written permission of the Licensor. All rights not expressly granted here are reserved by Licensor and/or its suppliers and licensors, as applicable. No Transfers ------------ Under no circumstances You shall sell, rent, lease, loan, license, sublicense, publish, display, distribute, or otherwise transfer to a third party the Software, any copy or use thereof, in whole or in part, without Licensors' prior written consent, PROVIDED that if such non-waivable right is specifically granted to You under applicable law in Your jurisdiction You may transfer Your rights under this Agreement permanently to another person or entity, provided that (1) You also transfer this Agreement, the Software, all accompanying printed materials, and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, to such person or entity; (2) retain no copies, including backups and copies stored on a Client Device; and (3) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which You legally purchased a license to the Software. Not with standing the foregoing, You may not transfer education, pre-release, or "no for resale" copies of the Software. In no case You may permit third parties to benefit from the Use of functionality of the Software via a timesharing, service bureau or other arrangement. No Distribution of License Key ------------------------------ You may not give, make available, give away, sell or otherwise transfer Your registration License Key or any copy thereof to a third party. Software License Key may not be distributed, except as provided herein, outside of the area of legal control of the person or persons who purchased the original License, without written permission of the Licensor. Doing so will result in an infringement of copyright. The Licensor retains the right of claims for compensation in respect of damage which occurred by Your giving away the License Key or registration code contained therein. This claim shall also extend to all costs which the Licensor or its licensors incur in defending themselves. DISCLAIMERS =========== WARRANTY AND SUPPORT -------------------- Except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, the software and support services are provided "AS-IS" without any warranty whatsoever and the licensor makes no promises, representations or warranties, whether expressed or implied whether by statue , common law, custom, usage or otherwise, regarding or relating to the software or content therein or to any other material furnished or provided to you pursuant to this agreement or otherwise. You assume all risks and responsibilities for selection of the software to archive your intended results, and for the installation of, use of, and results obtained from the software. The licensor makes no warranty that the software and support services will be error free or free from interruption or failure, or that it is compatible with any particular hardware or software. To the maximum extent permitted by applicable law, licensor disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, non-infringement of third party rights, integration, satisfactory quality or fitness for any particular purpose with respect to the software and accompanying written materials or the use thereof. Some jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to you. You hereby acknowledge that the software and support services may not be or become available due to any number of factors including without limitation periodic system maintenance, scheduled or unscheduled, acts of good, technical failure of the software, telecommunications infrastructure, or delay or disruption attributable to viruses, denial of service attacks, increased or fluctuating demand, and actions and omissions of third parties. Therefore, the licensor expressly disclaims any expressed or implied warranty regarding system and/or software availability, accessibility, or performance. The licensor disclaims any and all liability for the loss of data during any communications and any liability arising from or related to any failure by the licensor to transmit accurate or complete information to you. You assume the entire cost of any damage resulting from use of the software and the information contained in or compiled by the software, and the interaction (or failure to interact properly) with any other hardware or software whether provided by the licensor or a third party. To the maximum extent permitted by applicable law, in no event will the licensor or its suppliers or licensors be liable for any damaged whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, loss of goodwill, work stoppage, hardware or software disruption impairment or failure, repair costs, cost of procuring support services, time value or other pecuniary loss) arising out of the use or inability to use the software, or the incompatibility of the software with nay hardware, software or usage, even if such party has been advised of the possibility of such damages. PROTECTION MEASURES AND RIGHT TO AUDIT -------------------------------------- Solely for the purpose of preventing unlicensed use of the Software, the Licensor may install on Your Client Device technological measures that are designed to prevent unlicensed use, and the Licensor may use this technology to confirm that You have a licensed copy of the Software. The update of these technological measures may occur through the installation of the updates. To prevent fraudulent Use of the Software and support services, Licensor, without written notice to users during Licensors' business hours may examine and/or audit the Use of Licensors' Software by any user. If any examination or audit shall reveal unlicensed Use of the Software and support services by either an individual or an entity, then Licensor reserves the right to reset the number of activations, demand such user to deactivate the Software and stop providing such users with support services for the Software, until such users obtain a license for the Software. PROPRIETARY RIGHTS AND NON-DISCLOSURE ===================================== OWNERSHIP RIGHTS ---------------- The Software is protected by copyright and other intellectual property laws and treaties. You agree that the Software and the authorship, systems, ideas, methods of operation and other information contained in the Software, are proprietary intellectual properties and/or the valuable trade secrets of the Licensor or its suppliers and/or licensors and are protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patent of the United States, other countries and international treaties. You may use trademarks only insofar as to identify printed output produced by the Software in accordance with accepted trademark practice, including identification of trademark owner’s name. Such use of any trademark does not give You any rights of ownership in that trademark. The Licensor and/or its suppliers own and retain all right, title, and interest in and to the Software, including without limitations any error corrections, enhancements, updates or other modifications to the Software, whether made by the Licensor or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Software does not transfer to You any title to the intellectual property in the Software, and You will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software. Except as stated herein, this Agreement does not grant You any intellectual property rights in the Software and You acknowledge that the License, as further defined herein, granted under this Agreement only provides You with a right of limited use under the terms and conditions of this Agreement. Licensor reserves all rights not expressly granted to You in this Agreement. CONFIDENTIALITY --------------- You agree that, unless otherwise specifically provided herein the Software, including the specific design and structure of individual programs and the Software, constitute confidential proprietary information of the Licensor or its suppliers and/or licensors. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party. Furthermore, in addition to or in lieu of You entering the License Key, Licensor reserves the right to implement an activation procedure requiring You in order to enable the full functionality of the Software to connect, through the Software interface, to Licensors server and by entering into this Agreement You agree to comply with such online activation procedure. You agree to implement reasonable security measures to protect such confidential information. THIRD PARTY COMPONENTS ---------------------- Licensors' Software and future updates and revisions of Licensors' Software may contain Third Party Components. Any Third Party Components incorporated into or accompanying Licensors' Software is third parties' intellectual property and is protected by United States, and international copyright laws and applicable treaties. Licensor has obtained such rights, permissions and consents as are necessary for Licensor to use the Third Party Components in conjunction with the Licensor as licensed by this Agreement. However, all such Third Party Components incorporated into or accompanying the Software is or may be subject to a separate software licensing agreement containing separate and discrete terms, conditions and restriction governing Your right to use the Third Party Components. Irrespective of Your acceptance and/or use of the Software, You will not receive or gain any rights, privileges or entitlements as Licensor is able to provide to You pursuant to this Agreement (each as may be amended, from time to time). You acknowledge that the License granted under this Agreement only provides You with a right of limited use under the terms and conditions of this Agreement. And You agree and confirm to use the Third Party Components only in conjunction with the Software, as permitted by this Agreement, and as permitted by the more restrictive of any Third Party Components license agreement applicable to Your and/or Licensors' use of the Third Party Components. Licensors' sole responsibility as to Third Party Components is to pass through any intellectual property warranties, indemnification and replacement provisions that Licensor receives from the vendors or suppliers of such Third Party Components and which Licensor is allowed to pass on.