Sign in

BrainShift.ai Software License Agreement

BrainShift AI - EFFICIENCY AT YOUR FINGERTIPS > BrainShift.ai Software License Agreement

BrainShift.ai Software License Agreement

Effective Date: [Insert Date]
Parties:
This Software License Agreement (“Agreement”) is entered into by and between [Your Company Name], the provider of BrainShift.ai (“Licensor”), and [Client/Licensee Name] (“Licensee”).

1. Definitions

  • Software: Refers to the BrainShift.ai platform, including AI agent orchestration services, connectors, user interfaces, APIs, and all associated documentation and updates.
  • Licensee: The entity authorized to install, access, and use the Software under this Agreement.
  • Authorized Users: Employees, contractors, or agents of the Licensee permitted to use the Software.
  • Support Services: Technical support, maintenance, and updates provided under the Support Terms.
  • Subscription Term: The 12-month period for which the Software is licensed under a paid subscription.

2. Grant of License

Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, annual subscription license to:

  • Install and use the Software on-premise in Licensee-controlled infrastructure (including Kubernetes/OpenShift clusters).
  • Permit access to Authorized Users solely for internal business purposes.
  • Receive updates, patches, and enhancements as part of the annual subscription plan.

3. License Restrictions

Licensee shall not:

  1. Reverse engineer, decompile, or disassemble the Software.
  2. Modify or create derivative works without written approval.
  3. Resell, sublicense, or distribute the Software outside of Licensee’s organization.
  4. Use the Software for unlawful purposes or to develop competing software.
  5. Exceed the agreed number of users, nodes, or workloads without purchasing additional subscription capacity.

4. Ownership and Intellectual Property

The Software and all associated intellectual property remain the exclusive property of the Licensor. No ownership rights are transferred under this Agreement.

5. Deployment and Use

  • The Software is licensed for on-premise deployment only.
  • Licensee is responsible for maintaining its infrastructure (Kubernetes, storage, networking, etc.).
  • Licensor will provide installation documentation, onboarding, and configuration support.

6. Support and Maintenance

Support services are included in the subscription and governed by the Licensor’s Support Policy. Licensor shall provide:

  • Updates, bug fixes, and security patches during the subscription term.
  • Technical support via designated support channels.
  • Optional enterprise support with SLAs (if purchased).

7. Term and Renewal

  • Initial Term: This Agreement is valid for one (1) year from the Effective Date.
  • Renewal: The subscription will automatically renew annually unless Licensee provides 30 days written notice of non-renewal.
  • Termination: Either party may terminate for breach of terms, with 30 days written notice to remedy.
  • Upon termination or expiration, Licensee must cease use of the Software and remove all installations.

8. Fees and Payment

License fees are billed annually in advance. Pricing is based on nodes, agent capacity, and support level as outlined in the Order Form. Late payments may incur penalties as permitted by law.

9. Confidentiality

Both parties agree to maintain confidentiality of proprietary information, including source code, architecture, and business data, and not disclose it without prior written consent.

10. Warranties and Disclaimers

  • Licensor warrants that the Software will substantially conform to documentation when used as directed.
  • Licensor makes no guarantee that the Software will be error-free or uninterrupted.
  • All warranties are limited to the duration of the annual subscription term.

11. Limitation of Liability

Licensor’s liability for any damages shall not exceed the total fees paid by Licensee in the preceding 12 months. Licensor is not liable for indirect, incidental, or consequential damages.

12. Compliance and Data Security

Licensee is responsible for ensuring compliance with applicable data privacy regulations. The Software does not transmit data outside Licensee’s infrastructure unless explicitly configured.

13. Audit Rights

Licensor may, with prior notice, audit Licensee’s use of the Software to ensure compliance with licensing and subscription terms.

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Dubai, UAE. Disputes shall be resolved through arbitration in Dubai.

15. Entire Agreement

This Agreement constitutes the full understanding between the parties and supersedes all prior agreements, written or oral.

By signing below, both parties acknowledge that they have read and understood this Agreement and agree to its terms.

Licensor (Your Company)Licensee
Name: _____________________Name: _____________________
Title: ____________________Title: ____________________
Date: _____________________Date: _____________________
Floating Image