This Lydonia End User License Agreement ( Agreement ) is a legal agreement between your company or other legal entity ( Customer ) and Lydonia Technologies, LLC ( Lydonia ). Please read this Agreement carefully before clicking the "I Agree" button, downloading or using the Lydonia Automation Framework software, Lydonia products, or Lydonia intellectual property ( Products ).

BY ACCESSING AND USING THE PRODUCTS, YOU: (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (II) REPRESENTS THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU NOT AGREE TO THESE TERMS, DO NOT ACCESS THE PRODUCTS.

1. LICENSE

(a) License Grant. Subject to the terms of this Agreement, Lydonia hereby grants you limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to use the Products solely for your internal business purposes. All other rights in and to the Products are hereby reserved by Lydonia.

(b) Restrictions. Licensee agrees not to modify, alter, or create any derivative works of the Products, nor reverse engineer, decompile, disassemble, or attempt to derive the source code of the Products, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You further agrees not to use the Products in any manner to provide service bureau, time-sharing, or other computer services to third parties. This license does not grant Licensee any rights to obtain future upgrades, updates, or supplements to the Products. If upgrades, updates, or supplements of the Products are obtained, the use of such upgrades, updates, or supplements shall be governed by this Agreement and any amendments to it unless other terms accompany the upgrades, updates, or supplements, in which case those terms apply.

2. TERM AND TERMINATION

(a) Term. This Agreement is effective upon your acceptance of the Agreement or upon your download, access, or use of the Products, whichever is earliest, and shall continue until terminated by either party as provided for under this Agreement.

(b) Termination. Lydonia may terminate this Agreement at any time if: (i) you breach any provision of this Agreement and fail to cure such breach within thirty (30) days after written notice of such breach; (ii) Lydonia ceases to offer the current version of the Products; (iii) Lydonia decides to discontinue the Products offering entirely; or (iv) for any reason or no reason, upon providing you with thirty (30) days' written notice of Lydonia's intent to terminate the Agreement.

(c) Effect of Termination. Upon termination of this Agreement, the license granted herein will terminate and you must immediately cease all use of the Products, and destroy all copies of the Products in your possession or control. Termination shall not limit either party from pursuing other remedies available to them, including injunctive relief. The provisions of this Agreement that by their nature should survive termination shall remain in effect after termination, including, but not limited to, ownership provisions, warranty disclaimers, and limitations of liability.

3. WARRANTY

(a) DISCLAIMER. THE PRODUCTS ARE PROVIDED "AS IS," AND LYDONIA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LYDONIA DOES NOT WARRANT THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

4. INDEMNIFICATION

(a) Indemnification by You. To the extent allowed by law, you shall indemnify, defend, and hold Lydonia, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns harmless from any claims, damages, liabilities, or losses incurred as a result of a third-party claim or proceeding that arises from or relates to this Agreement, except to the extent that such claim or proceeding is the result of Lydonia's willful misconduct or gross negligence.

(b) Indemnification by Lydonia. Lydonia agrees to indemnify, defend, and hold you harmless from any claims, damages, liabilities, or losses incurred due to a third-party claim or proceeding arising from Lydonia's willful misconduct or gross negligence in connection with this Agreement.

(c) Generally. The obligations under this section shall apply only to the extent that the claims, damages, liabilities, or losses are not subject to a valid and enforceable waiver of liability under applicable law. Nothing herein is intended to nor shall it be construed to require indemnification in a manner that would render this section invalid or unenforceable under applicable law..

5. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LYDONIA BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF LYDONIA HAS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.

WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL LYDONIA S LIABILITY TO CUSTOMER EXCEED THE FEES PAID FOR THE PRODUCT IN THE LAST TWELVE (12) MONTHS, EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DON T ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

6. FEEDBACK

Any feedback, comments, ideas, improvements, or suggestions (collectively, "Feedback") provided by you to Lydonia with respect to the Products shall remain the sole and exclusive property of Lydonia. Lydonia shall be free to use, copy, modify, publish, or redistribute the Feedback for any purpose and in any way without any credit or any compensation to you. Your provision of Feedback is entirely voluntary and shall not create any confidentiality obligation for Lydonia. By submitting Feedback, you hereby waive any and all rights to the Feedback and acknowledge that Lydonia is entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you.

7. GENERAL PROVISIONS.

(a) No Third-Party Beneficiaries. Except for the right of an indemnified party to enforce their indemnification rights hereunder, this Agreement solely benefits the parties and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(b) Amendment; Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by both parties. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(d) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(d) Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, will be governed by, and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America. The parties irrevocably consent to the non-exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Massachusetts for the purposes of adjudicating any action or proceeding to enforce the terms of this Agreement.

(e) Entire Agreement. This Agreement constitutes the sole and entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.