CAPTAIN COMPLIANCE END USER LICENSE AGREEMENT (EULA)

Last Updated: January 9th, 2025

This End User License Agreement (“Agreement”) is a legal agreement between user  (“Partner” or “you”) and Captain Compliance Corp (“Company”), governing the use of Company’s software and related services (“Software”). By entering into this Agreement, the Partner agrees to the following terms and conditions:

 

1. Grant of License

1.1. License: Company grants Partner a non-exclusive, non-transferable, revocable license to market, distribute, and grant sublicenses to the Software to end users in accordance with the terms of this Agreement.

1.2. Restrictions: Partner may not modify, reverse engineer, decompile, or disassemble the Software. The Software is licensed, not sold, to Partner.

2. Ownership

The Company retains all ownership, title, and intellectual property rights in the Software, including all copies, modifications, and derivative works of the Software.

3. Usage Rights & Responsibilities

3.1. Permitted Use: The end user may use the Software solely for marketing, demonstration, and sales purposes.

3.2. Sublicense to End Users: Partner is authorized to sublicense the Software to end users. Each end user shall be required to enter into an End User License Agreement with the Company before accessing the Software.

3.3. Prohibited Use: Partner shall not use the Software for unlawful purposes or permit third parties to do so. Partner agrees to comply with all applicable privacy and data protection laws.

4. Updates & Support

4.1. Updates: Company may provide updates or upgrades to the Software. Partner agrees to distribute such updates to end users.

4.2. Support: The Company will provide support to Partner regarding the installation, integration, and usage of the Software. Partner will be responsible for first-level support for end users.

5. Fees & Payment

5.1. License Fees: Partner shall pay the Company a monthly or annual fee for access to the Software.

6. Confidentiality

Both parties agree to keep confidential any non-public business, technical, and financial information obtained during the course of this Agreement. This provision shall survive termination of the Agreement.

6.1 Non-Reverse Engineering Clause The user agrees not to, and will not permit or encourage any third party to, directly or indirectly:

1.           Disassemble, decompile, decrypt, extract, or reverse engineer the software or any part of it.

2.           Attempt to derive the source code, algorithms, architecture, structure, or any other proprietary information of the software by any means.

3.           Modify, create derivative works from, or otherwise tamper with the software.

Violation of this clause will result in immediate termination of the license granted herein and may subject the user to legal penalties.

 

7. Warranties & Disclaimers

7.1. Limited Warranty: The Company warrants that the Software will (i) perform substantially in accordance with the accompanying documentation and (ii) be free from malware, viruses, worms, time bombs, Trojan horses and harmful, disabling, or malicious code, files, scripts, agents or programs, and that the Software will be provided in accordance with, and conform to, all applicable laws

7.2. Disclaimer: Except as explicitly stated, the Software is provided “as is” without any express or implied warranties, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

8. Indemnification; Limitation of Liability

8.1      Company will defend Partner against any unaffiliated third party suit or proceeding (1) alleging that the Software or infringe any patent, trademark or copyright, or misappropriate a trade secret, of that third party (“Infringement Claim”), (2) arising from Company’s failure to comply with applicable laws, (3) arising for Company’s breach of its warranties under Section 7.1 or (4) arising from Company’s gross negligence or willful misconduct (each, an “Indemnified Claim”).  Company will indemnify you from the damages finally awarded against you to that third party by a court of competent jurisdiction or agreed to in settlement.  Company’s obligations only apply if you: (i) promptly notify Company of the Indemnified Claim in writing, (ii) allow Company sole control over the defense for the claim and any settlement negotiations provided that (a) you may choose to passively participate in the defense thereof by counsel of your choice, and (b) Company will not agree to any settlement that obligates you to pay any amount or admits your liability without your prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, and (iii) reasonably cooperate in response to Company ‘s requests for assistance at Company’s expense.  Partner may not settle or compromise any Indemnified Claim without Company’s prior written consent, provided that Company assumes obligation for defense of the claim.

8.2      Company will not have any obligation under section 8.1 with respect to any claim based on (1) a combination of Software with non-Company products except for a device running the Software, unless such combination was at Company’s written direction; (2) continued use of an infringing version of the Software after Company has provided you a noninfringing version or terminated your right to use the affected Software; or (3) any modification to the Software except by Company or at Company’s written direction.

8.3 Except to the extent arising under Section 8.1 or a breach of confidentiality, to the fullest extent permitted by law, neither Company nor Partner shall be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement or the use of the Software.

9. Termination

9.1. Termination for Cause: Either party may terminate this Agreement with 60 days’ notice in the event of a material breach by the other party.

9.2. Effect of Termination: Upon termination, Partner must cease all use of the Software, return all copies to the Company, and remit any outstanding payments.

10. Miscellaneous

10.1. Governing Law: This Agreement shall be governed by the laws of the State of Delaware.

10.2. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings related to the Software.

10.3. Amendments: Any amendment to this Agreement must be made in writing and signed by both parties.

11. Export Restrictions

The user agrees not to, and will not permit any third party to, export, re-export, or transfer the software or any part of it to any country, individual, or entity where such export is prohibited by applicable laws, regulations, or sanctions. The software is subject to U.S. export control laws and regulations, and may not be exported, re-exported, or transferred:

1.           To any individual or entity located in a country under U.S. embargo or sanctions, or to any individual or entity listed on the U.S. Treasury Department’s Specially Designated Nationals (SDN) list or the U.S. Commerce Department’s Denied Persons List.

2.           For use in any prohibited activities, including but not limited to nuclear, chemical, or biological weapons development, or any activity that violates export control regulations.

3.           In violation of any other applicable export or import restrictions, laws, or regulations.

By using the software, the user represents and warrants that they are not located in, under the control of, or a national or resident of any such restricted country, individual, or entity, and agrees to comply with all applicable export laws and regulations.