# Software License Agreement for VisualJJ

This Software License Agreement ("Agreement") is a legal agreement between you ("Licensee") and VisualJJ Limited (Company No. 16824558), 86–90 Paul Street, London, EC2A 4NE, United Kingdom ("Licensor") for the use of VisualJJ ("Software"). By downloading, installing, or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, you must not download, install, or use the Software.

## 1. Grant of License

Licensor grants Licensee a non-exclusive, non-transferable, revocable license to use the Software solely for personal or internal business purposes, subject to the terms of this Agreement. This license applies to the version of the Software provided at the time of download or installation and to any subsequent updates or modifications to the Software provided by Licensor, subject to the terms of this Agreement. This license does not include any rights to distribute, modify, or sublicense the Software. The Software may only be used on devices owned or controlled by the Licensee.

## 2. Ownership of Software

The Software, including all associated intellectual property rights such as copyrights, patents, trademarks, and trade secrets, remains the sole property of Licensor. Licensee acknowledges that this Agreement does not grant any ownership rights in the Software. Any feedback, suggestions, or ideas provided by Licensee regarding the Software may be freely used, modified, and incorporated by Licensor into the Software or other products without obligation to Licensee. Licensee waives any claims to compensation, acknowledgment, or ownership rights arising from such feedback.

## 3. Restrictions

Licensee agrees not to:
- Copy, distribute, sell, sublicense, rent, lease, or otherwise transfer the Software to any third party.
- Modify, decompile, reverse-engineer, disassemble, or create derivative works based on the Software, except as permitted by applicable law.
- Remove or obscure any proprietary notices, labels, or marks on the Software.

## 4. Definition of Use

For the purposes of this Agreement, "use" means to install, execute, access, or otherwise utilize the Software in accordance with its intended functionality and the terms of this Agreement.

## 5. Third-Party Software

The Software may include components licensed from third parties under open-source licenses, including but not limited to the Apache License 2.0 and the MIT License. Such components are governed by their respective licenses, which can be found in the accompanying documentation. Licensee agrees to comply with the terms of these third-party licenses. Licensor makes no claim of ownership over such third-party components and provides them on an "as-is" basis without warranties of any kind.

The Software may integrate with third-party services. Licensor makes no warranties regarding the availability, functionality, or security of these third-party services. Licensee acknowledges and agrees that the use of third-party services is subject to their respective terms and conditions, which Licensee is solely responsible for complying with. Licensor shall not be liable for any interruptions, changes, or errors arising from third-party services.

## 6. Licensee Obligations

Licensee shall ensure that any employees, contractors, or agents who access the Software comply with the terms of this Agreement. Licensee is fully responsible for any breach of this Agreement by such parties.

## 7. Export Compliance

Licensee agrees to comply with all applicable laws, regulations, and rules regarding the export of software, including but not limited to the laws of the United Kingdom and any other applicable jurisdiction. Licensee is responsible for determining and complying with all export control laws relevant to their use of the Software.

## 8. Updates and Modifications

Licensor may, at its discretion, provide updates or modifications to the Software. Licensee acknowledges and agrees that the Software may include an automatic update mechanism that, unless disabled by the Licensee, will automatically download and install updates to the Software to improve functionality, security, or compatibility. By using the Software, Licensee consents to the automatic application of such updates.

Licensee may disable automatic updates through the Software settings, where applicable. However, failure to install updates (whether automatic or manual) may result in reduced functionality, security vulnerabilities, or incompatibility, for which Licensor bears no responsibility.

Use of updated versions of the Software may require acceptance of updated terms and conditions. Continued use of the Software following notice of updated terms constitutes acceptance of the updated Agreement.

## 9. Support and Maintenance

Licensor is not obligated to provide any support, maintenance, or updates for the Software unless explicitly agreed upon in writing. Any such services, if provided, will be at Licensor's sole discretion and may be subject to additional terms.

## 10. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. LICENSOR DOES NOT GUARANTEE THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR DOES NOT GUARANTEE COMPATIBILITY WITH FUTURE HARDWARE, SOFTWARE, OR OPERATING SYSTEM UPDATES. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE USE OF THE SOFTWARE.

## 11. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to Licensee's use of the Software in violation of this Agreement or applicable law. This includes but is not limited to intellectual property infringement or export law violations.

## 12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, PROFITS, OR BUSINESS INTERRUPTIONS. IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE EXCEED THE FEES PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

## 13. Termination

This Agreement is effective until terminated. Licensor may terminate this Agreement immediately if Licensee violates any terms. Upon termination, Licensee must cease all use of the Software and destroy all copies in their possession.

Licensee may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies in their possession. Termination shall not relieve Licensee of obligations incurred prior to termination.

## 14. Transfer of Licensor Rights

Licensor reserves the right to assign, transfer, or delegate its rights and obligations under this Agreement to any successor entity or acquirer of the Software. Such transfer shall not affect Licensee's rights or obligations under this Agreement. In the event of such a transfer, Licensee will be notified via email or through the Software's official communication channels.

## 15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England. Licensee agrees to submit to the jurisdiction of such courts.

## 16. Entire Agreement

This Agreement constitutes the entire agreement between Licensor and Licensee regarding the Software and supersedes all prior representations, agreements, or understandings, whether written or oral. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of any other provision.

Any questions concerning this Agreement or the Software should be directed to support@visualjj.com.
