1. Definitions1.1 “Software” refers to the AI value engineering software application, including all related updates, enhancements, modifications, and documentation provided by Provider.1.2 “Subscription Services” means the access to and use of the Software, including any maintenance, support, updates, or other services provided during the Subscription Term.1.3 “Subscription Term” refers to the period during which you are granted access to the Software, as set forth in your subscription or purchase agreement.1.4 “End User Data” means any data, information, or content that you input or generate while using the Software.1.5 “Authorized Users” means individuals authorized by you to use the Software under your account, subject to the terms of this Agreement.2. Account Registration and Use2.1 Account Registration. To access the Software, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.2.2 Authorized Use. You agree to use the Software only for purposes permitted by this Agreement and in accordance with all applicable laws and regulations. If you allow Authorized Users to access your account, you are responsible for ensuring that they adhere to these terms.2.3 User Responsibilities. You agree not to share your login credentials, and you must notify Provider immediately of any unauthorized use or breach of security related to your account.3. License and Access3.1 License Grant. Subject to your compliance with this Agreement, Provider grants you a non-exclusive, non-transferable, revocable license to install and use the Software solely for your internal business purposes during the Subscription Term.3.2 Restrictions. You shall not:Reverse engineer, decompile, or disassemble the Software.Modify, adapt, or create derivative works based on the Software.Sublicense, rent, lease, or otherwise transfer the rights granted herein.Use the Software for any unlawful or unauthorized purpose.3.3 Access Rights. Provider will supply you with any necessary access credentials and instructions to use the Software. You are responsible for all activities conducted through your account.4. Subscription, Fees, and Payment4.1 Subscription Services. Access to the Software is provided on a subscription basis, and your use of the Software is governed by the terms of your subscription, including the Subscription Term selected during registration or purchase.4.2 Fees and Payment. In exchange for access to the Subscription Services, you agree to pay the applicable fees as indicated at the time of purchase. Fees are due in advance and are non-refundable, except as expressly provided in this Agreement.4.3 Renewal and Cancellation. Your subscription will automatically renew for successive terms unless you cancel prior to the expiration of the current term. You may cancel your subscription at any time; however, cancellation will not entitle you to a refund of any fees already paid.5. End User Data and Privacy5.1 Ownership. You retain ownership of any End User Data that you provide through the Software. Your use of End User Data is subject to Provider’s Privacy Policy, which is incorporated herein by reference.5.2 Data Security. Provider will implement reasonable measures to safeguard your End User Data. However, you acknowledge that no security system is infallible, and Provider cannot guarantee the absolute security of your data.6. Intellectual Property6.1 Ownership. Provider retains all rights, title, and interest in and to the Software, including all intellectual property rights. You acquire no rights other than the limited license expressly granted in this Agreement.6.2 Feedback. Any feedback or suggestions you provide regarding the Software may be used by Provider without any obligation of confidentiality or compensation.7. Disclaimers and Limitation of Liability7.1 Disclaimer of Warranties. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.7.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE. PROVIDER’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.8. IndemnificationYou agree to indemnify, defend, and hold harmless Provider and its officers, directors, employees, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Software, violation of this Agreement, or infringement of any rights of a third party.9. Modifications and Updates9.1 Modifications to the Agreement. Provider reserves the right to modify or update this Agreement at any time. If changes are made, Provider will notify you by email or through an in-Software notice. Your continued use of the Software after such changes constitutes your acceptance of the new terms.9.2 Software Updates. Provider may periodically update or modify the Software, and such updates may be installed automatically. You agree to accept any such updates as part of your Subscription Services.10. Termination10.1 Termination by You. You may terminate your subscription at any time by following the cancellation procedures provided within the Software. Termination will be effective at the end of the current Subscription Term.10.2 Termination by Provider. Provider may suspend or terminate your access to the Software immediately if you breach any material term of this Agreement. In the event of termination, you must cease all use of the Software.10.3 Survival. Sections concerning intellectual property, confidentiality, indemnification, disclaimers, and limitation of liability shall survive any termination of this Agreement.11. Governing Law and Dispute Resolution11.1 Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.11.2 Dispute Resolution. Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in Delaware in accordance with the rules of [Arbitration Organization]. The decision of the arbitrator may be entered in any court having jurisdiction.12. Miscellaneous12.1 Entire Agreement. This Agreement, together with any referenced policies (including the Privacy Policy), constitutes the entire agreement between you and Provider regarding your use of the Software and supersedes any prior communications or agreements.12.2 Severability. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be enforced to the maximum extent possible, and the remaining provisions shall remain in full force and effect.12.3 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions, and no waiver shall be effective unless made in writing and signed by an authorized representative of Provider.12.4 Assignment. You may not assign or transfer your rights under this Agreement without the prior written consent of Provider. Provider may assign this Agreement at its sole discretion.BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.