License
BioRecommender License Agreement
This License Agreement (the "Agreement") is made and entered into by and between TheProphetAi Srl, a [jurisdiction] corporation with its principal place of business at [address] ("Licensor"), and the entity or individual agreeing to these terms ("Licensee").
1. License Grant
The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable license to access and use the BioRecommender software platform (the "Software") solely for internal business purposes, related to the identification, analysis, and recommendation of life science research entities. This license is granted for the term specified upon purchase and is subject to extension upon payment of the applicable fee.
2. Ownership and Intellectual Property
The Software, including all intellectual property rights therein, is and shall remain the exclusive property of the Licensor. The Licensee acknowledges that no title to the intellectual property in the Software is transferred to the Licensee. All rights not expressly granted herein are reserved by the Licensor.
3. Use Restrictions
The Licensee shall not (a) copy, modify, or create derivative works based on the Software; (b) distribute, transfer, sublicense, lease, lend, or rent the Software to any third party; (c) reverse engineer, decompile, or disassemble the Software, except as allowed by applicable law; (d) use the Software for providing time-sharing services, service bureau services, or as part of an application services provider or as a service offering; or (e) use the Software in any manner that could damage, disable, overburden, or impair the Software or interfere with any other party's use and enjoyment of the Software.
4. Warranties and Disclaimers
The Licensor warrants that the Software will perform substantially in accordance with the online Licensor documentation under normal use. Except for the foregoing, the Software is provided "AS IS" without warranty of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement. The Licensee assumes all risks arising from the use or performance of the Software.
5. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Licensor be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if Licensor has been advised of the possibility of such damages.
6. Termination
This Agreement is effective until terminated. The Licensee may terminate it at any time by destroying all copies of the Software in their possession or control. It will also terminate immediately if the Licensee fails to comply with any term of this Agreement. Upon termination, the Licensee must cease all use of the Software and destroy all copies.
7. Governing Law
This Agreement shall be governed by the laws of Italy, without regard to its conflict of laws principles.
8. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.
9. Acceptance
By accessing and using the Software, the Licensee acknowledges that they have read this Agreement, understand it, and agree to be bound by its terms and conditions.
10. Contact Information