Software License Agreement
This Software License Agreement (this "Agreement") is by and between Terros, Inc. ("Terros") and the customer entity executing an order form that references this Agreement ("Licensee").
Effective Date
October 23, 2025
1. Order of Precedence
This Agreement governs the commercial relationship between Terros and Licensee. It is part of a legal framework that includes the User Terms of Service ("User Terms") and the Privacy Policy. In the event of any direct conflict between the terms of these documents, the order of precedence will be: (1) the User Terms, (2) this Agreement, and (3) the Privacy Policy.
2. License Grant
Subject to the terms of this Agreement and payment of all applicable Fees, Terros grants Licensee a non-exclusive, non-sublicensable, and non-transferable license during the Term to permit its Authorized Users to access and use the Terros Platform solely for Licensee's internal business purposes.
3. Licensee Responsibilities and Acknowledgments
Authorized Users: Licensee is responsible for all acts and omissions of its Authorized Users. Licensee shall ensure that all Authorized Users are at least 18 years of age and comply with the User Terms.
User Terms and Privacy Policy: Licensee acknowledges that each Authorized User must agree to the User Terms as a condition of accessing the Platform. Licensee further acknowledges that all personal information and User Content processed through the Platform is subject to the Terros Privacy Policy.
Content Responsibility: Licensee is responsible for all User Content created or uploaded by its Authorized Users and must ensure such content complies with applicable laws and does not infringe third-party rights.
4. Acknowledgment of AI Training on User Content
Licensee acknowledges that Terros utilizes User Content to train and improve its artificial intelligence models and related technologies. Licensee understands and agrees that this processing is governed by the license grant and opt-out rights provided by the Authorized User directly to Terros under the User Terms. Terros's right to process User Content for this purpose is contingent upon the consent of the individual Authorized User, not the Licensee.
5. Fees and Payment
Licensee shall pay Terros the fees ("Fees") as set forth in the applicable order form. All Fees are non-refundable except as expressly stated otherwise. Late payments may be subject to interest charges.
6. Confidential Information
Each party agrees to protect the other's Confidential Information from unauthorized use or disclosure and to use it only for the purposes of this Agreement. This obligation extends for five years from disclosure, or indefinitely for trade secrets.
7. Intellectual Property
Terros owns all right, title, and interest in and to the Platform and all related intellectual property. Licensee and its Authorized Users retain ownership of their original User Content, subject to the licenses granted in the User Terms.
8. Disclaimer of Warranties
THE PLATFORM IS PROVIDED "AS IS." TERROS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. Indemnification
Licensee shall indemnify and defend Terros from any third-party claims arising from (i) User Content that violates law or third-party rights, or (ii) a breach of this Agreement by Licensee or its Authorized Users. Terros shall indemnify Licensee from third-party claims that the Platform infringes U.S. patents, copyrights, or trade secrets.
10. Limitation of Liability
IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY LICENSEE IN THE 12 MONTHS PRECEDING THE CLAIM, AND IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE LIABILITY CAP FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 SHALL NOT EXCEED ONE MILLION DOLLARS ($1,000,000).
11. Term and Termination
Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until one (1) year from such date (the "Initial Term"). This Agreement will automatically renew for up to three (3) additional successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least forty-five (45) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
Termination. In addition to any other express termination right set forth in this Agreement:
- Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Licensor's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(b) or Section 6;
- either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
- either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and, without limiting Licensee's obligations under Section 6, Licensee shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to the Licensor that the Software and Documentation has been deleted or destroyed. No expiration or termination will affect Licensee's obligation to pay all Fees that may have become due before such expiration or termination.
Survival. This Section 11(d) and Sections 1, 5, 6, 7, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Governing Law
This Agreement is governed by the laws of the State of Delaware. All legal proceedings will be instituted in the federal or state courts of Dover, Delaware.
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For any questions or concerns regarding this Software License Agreement, you may contact us at:
