Software License Agreement

This Software License Agreement ("Agreement") is entered into by and between:

Agnitech, a Florida corporation with its principal office in Florida ("Licensor"),

and

You, either an individual or a single entity ("Licensee").

By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement.

1. GRANT OF LICENSE

Licensor hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the accompanying software product ("Software") solely for Licensee’s internal business purposes, subject to the terms of this Agreement.

2. INTELLECTUAL PROPERTY

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights.

3. RESTRICTIONS

Licensee shall not:

• Modify, reverse engineer, decompile, or disassemble the Software.
• Rent, lease, loan, resell, or distribute the Software.
• Use the Software to develop a competing product.

4. NO WARRANTY

THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

5. LIMITATION OF LIABILITY

IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. INDEMNIFICATION

Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, liabilities, damages, and costs, including attorneys’ fees, arising out of Licensee’s use of the Software in violation of this Agreement.

7. TERMINATION

This Agreement is effective until terminated. It will terminate automatically without notice if Licensee fails to comply with any provision. Upon termination, Licensee must cease all use and destroy all copies of the Software.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous understandings, communications, or agreements.

BY INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.