End User License Agreement (EULA)¶
Aegis Platform by Pegasys Inc.¶
Provider: Pegasys Inc. ("Provider," "We," "Us," "Our")
Effective Date: [Date of Acceptance or Service Activation] ("Effective Date")
This End User License Agreement ("Agreement") is a legal agreement between you or the entity you represent ("Customer," "You," "Your") and Pegasys Inc. for the use of the Aegis Platform and associated services, software, and documentation (collectively, the "Platform").
By accessing, installing, or using the Platform, or by clicking "I Agree" or similar assent, You signify that You have read, understand, and agree to be bound by the terms of this Agreement. If You are entering into this Agreement on behalf of an entity, You represent that You have the authority to bind such entity to this Agreement. If You do not have such authority, or if You do not agree with these terms, You must not accept this Agreement and may not use the Platform.
1. Definitions¶
a. "Platform" means the Aegis Platform, including any software (whether installed or accessed as Software-as-a-Service), application programming interfaces (APIs), documentation, updates, and enhancements provided by Pegasys Inc. This includes specific services offered on the Platform such as the
b. "Services" means the specific services provided by Pegasys Inc. to Customer via the Platform, as detailed in an applicable Order Form or Service Agreement (such as a Pricing Proposal).
c. "Customer Data" means any data, information, or material that Customer or its authorized Users submit, upload, or transmit to or through the Platform in the course of using the Services. Customer Data does not include Usage Data.
d. "Usage Data" means anonymized and aggregated data derived from the operation of the Platform related to Customer's use, which is used by Provider for operational purposes such as monitoring service health, billing, and improving the Platform's performance and security, but not for marketing or unrelated product development.
e. "Order Form" or "Service Agreement" means any order form, pricing proposal, or similar document executed by both Parties that details the specific Services being subscribed to, including any applicable fees, subscription terms, usage limits, and other specific conditions (e.g., terms applicable to a Trial Plan).
f. "User" means an individual authorized by Customer to use the Platform and Services in accordance with this Agreement and the applicable Order Form.
2. License Grant and Scope¶
a. License. Subject to Customer's compliance with the terms and conditions of this Agreement and any applicable Order Form, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (as defined in Section 8) to access and use the Platform and Services solely for Customer's internal business operations.
b. Trial Period. If Customer is accessing the Platform or Services under a trial plan ("Trial Plan") as specified in an Order Form, the license granted herein is limited to the duration, usage limits (e.g., API request limits), and specific terms outlined in such Order Form. Services provided under a Trial Plan may be offered "AS IS" without warranty.
3. Restrictions on Use¶
Customer shall not, and shall not permit its Users or any third party to:
- a. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform, except to the extent that such restriction is expressly prohibited by applicable law.
- b. License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Platform or Services available to any third party, other than to Users as permitted herein.
- c. Use the Platform or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
- d. Use the Platform or Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws.
- e. Use the Platform or Services to store or transmit malicious code (e.g., viruses, worms, Trojan horses).
- f. Interfere with or disrupt the integrity or performance of the Platform, Services, or data contained therein.
- g. Attempt to gain unauthorized access to the Platform, Services, or their related systems or networks.
- h. Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Provider or its licensors on the Platform or documentation.
- i. Exceed any usage limits or quotas specified in an applicable Order Form.
4. Customer Responsibilities¶
a. Account Security. Customer is responsible for all activities that occur under its accounts and for maintaining the confidentiality of User login information.
b. Compliance with Laws. Customer shall use the Platform and Services in compliance with all applicable local, state, national, and international laws and regulations.
c. Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
d. User Conduct. Customer is responsible for the conduct of its Users and their compliance with this Agreement.
5. Fees and Payment¶
a. Fees. Customer agrees to pay all fees specified in any applicable Order Form. All fees are non-refundable except as otherwise expressly stated in this Agreement or an Order Form.
b. Payment Terms. Payment terms shall be as set forth in the applicable Order Form (e.g., "Payment is due within 30 days of invoice date").
c. Taxes. All fees are exclusive of taxes. Customer shall be responsible for all sales, use, VAT, or other taxes or duties imposed by governing authorities, excluding taxes based on Provider’s net income.
6. Intellectual Property Rights¶
a. Provider IP. Pegasys Inc. and its licensors retain all right, title, and interest, including all related intellectual property rights, in and to the Platform, Services, Usage Data, and any modifications, enhancements, or derivative works thereof. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Platform or Services. The Pegasys Inc. name, logo, and the product names associated with the Platform are trademarks of Pegasys Inc. or third parties, and no right or license is granted to use them.
b. Customer Data. As between Provider and Customer, Customer owns all right, title, and interest in and to Customer Data. Customer grants Provider a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and use Customer Data as necessary for Provider to provide the Services in accordance with this Agreement.
7. Confidentiality¶
a. Definition. "Confidential Information" means all information disclosed by one party ("Discloser") to the other party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider's Confidential Information includes the Platform, its non-public features, and pricing. Customer's Confidential Information includes Customer Data.
b. Obligations. The Recipient will: (i) protect the Discloser’s Confidential Information with the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement; and (iii) except as otherwise authorized by the Discloser in writing, limit access to Confidential Information of the Discloser to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein.
c. Exclusions. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to the Discloser, or (iv) was independently developed by the Recipient.
d. Compelled Disclosure. The Recipient may disclose Confidential Information of the Discloser if it is compelled by law to do so, provided the Recipient gives the Discloser prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure.
8. Term and Termination¶
a. Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions granted in accordance with an Order Form have expired or been terminated.
b. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form.
c. Termination for Cause. Either party may terminate this Agreement or an applicable Order Form for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
d. Termination for Exigent Circumstances by Provider. Notwithstanding any other provision, Provider reserves the right to suspend or terminate the provision of the Platform or Services, in whole or in part, under exigent circumstances upon thirty (30) days' prior written notice to Customer. Exigent circumstances include, but are not limited to: (i) legal or regulatory requirements that prevent continued service; (ii) security threats or breaches affecting service integrity; (iii) force majeure events; (iv) loss of essential third-party infrastructure; or (v) commercial impracticability or financial unsustainability of service delivery. In such cases of termination by Provider under this clause, Provider will provide reasonable assistance to transition Customer and refund any prepaid, unused fees on a prorated basis.
e. Effect of Termination. Upon termination or expiration of this Agreement or an applicable Order Form: (i) all rights and licenses granted to Customer hereunder shall immediately cease; (ii) Customer shall cease all use of the Platform and Services; (iii) each party shall return or (at the other party's request) destroy all Confidential Information of the other party in its possession.
f. Data Deletion. Provider will delete Customer Data residing on the Platform within thirty (30) days after the effective date of termination or expiration of this Agreement or the applicable Order Form, unless legally prohibited. Customer is responsible for exporting any Customer Data prior to termination.
g. Survival. Sections 3 (Restrictions on Use), 5 (Fees and Payment, for amounts due), 6 (Intellectual Property Rights), 7 (Confidentiality), 8.e (Effect of Termination), 8.f (Data Deletion), 8.g (Survival), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General Provisions) shall survive any termination or expiration of this Agreement.
9. Data Privacy and Security¶
a. Customer Data. Provider will implement and maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data.
b. Data Use Limitation. Provider will only use Customer Data to provide and support the Services as contemplated by this Agreement and any applicable Order Form. Provider will not use Customer Data for marketing purposes or to develop or improve its products or services beyond what is necessary for the provision and operational maintenance of the current Services to Customer.
c. Usage Data. Provider may collect and use Usage Data for its own operational purposes, such as to monitor, maintain, and improve the Platform and Services, and to ensure compliance with this Agreement. Usage Data will be anonymized and/or aggregated and will not identify Customer or its Users.
d. Data Processing. To the extent Provider processes any personal data on behalf of Customer, the parties will enter into a Data Processing Addendum if required by applicable data protection laws.
10. Warranties and Disclaimers¶
a. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
b. Provider Warranties. Provider warrants that the Platform and Services will perform materially in accordance with the applicable documentation under normal use and circumstances. For any breach of this warranty, Customer’s exclusive remedy and Provider’s entire liability shall be the correction of the deficient Services, or if Provider cannot substantially correct the deficiency in a commercially reasonable manner, Customer may elect to terminate the applicable Order Form and receive a pro-rata refund of any prepaid, unused fees for the deficient Services.
c. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TRIAL PLANS ARE PROVIDED STRICTLY "AS IS" WITHOUT ANY WARRANTY.
11. Limitation of Liability¶
a. Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM OR SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM OR SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Cap on Liability. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, OR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR A BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER (OR, FOR A TRIAL PLAN, A NOMINAL AMOUNT SUCH AS $100) IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
12. Indemnification¶
a. By Provider. Provider shall defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Platform as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Customer in connection with any such Claim; provided, that Customer (a) promptly gives Provider written notice of the Claim; (b) gives Provider sole control of the defense and settlement of the Claim (provided that Provider may not settle any Claim unless the settlement unconditionally releases Customer of all liability); and (c) provides to Provider all reasonable assistance, at Provider's expense.
b. By Customer. Customer shall defend Provider against any Claim made or brought against Provider by a third party alleging that Customer Data, or Customer's use of the Platform in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Provider for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Provider in connection with any such Claim; provided, that Provider (a) promptly gives Customer written notice of the Claim; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement unconditionally releases Provider of all liability); and (c) provides to Customer all reasonable assistance, at Customer's expense.
13. Modifications to Agreement or Platform¶
a. To Platform. Provider reserves the right to modify, enhance, or discontinue features of the Platform or Services from time to time. Provider will provide Customer with reasonable notice of any material deprecation of features or functionality.
b. To Agreement. Provider may update this Agreement from time to time (e.g., "Pegasys Inc. may update pricing upon providing 60 days' written notice" as per the proposal, which would be part of an Order Form or Service Agreement, but general EULA terms may also need updates). Provider will provide Customer with at least thirty (30) days’ notice (or sixty (60) days for pricing changes as per proposal, typically via Order Form updates) of any material changes to this Agreement. Customer's continued use of the Platform after such notice period will constitute acceptance of the changes. If Customer does not agree to the changes, Customer's sole remedy is to terminate its use of the Platform.
14. General Provisions¶
a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
b. Jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal or state courts located in Frisco, Texas.
c. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Pegasys Inc. should be sent to [legal@pegasys.ai]. Notices to Customer will be sent to the address or email on file for Customer’s account.
d. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving an SOW’s employees), or Internet service provider failures or delays.
e. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Provider may assign this Agreement in its entirety (including all Order Forms), without consent of Customer, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
f. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the documentation.
g. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
h. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.