1. Definitions

“Affiliate” means any entity controlling, controlled by, or under common control with a party.

“Authorized Users” means your employees, contractors, or agents authorized to use the Software.

“Documentation” means all user guides, API specs, and online help materials.

“Error” means any failure of the Software to conform to its specifications.

“Feedback” means suggestions or enhancement requests you provide.

“License Key” means tokens or credentials used to access the Software.

2. License Grant

2.1 Grant

• Install and use one instance of the Software;
• Permit your Authorized Users to access the Software;
• Only for your internal business operations.

2.2 Restrictions

• No sublicensing, reselling, or transferring;
• No reverse engineering or derivative works;
• No removal of proprietary notices;
• No bypassing security or licensing mechanisms.

3. Third‑Party Components

The Software may include open‑source or third‑party components subject to their own licenses; you agree to comply with those terms.

4. Support & Maintenance

4.1 Support

We provide support as specified in your order form (e.g., response times).

4.2 Updates

We may provide updates, patches, and new versions, all governed by this Agreement.

4.3 Maintenance Windows

Maintenance will be scheduled during off‑peak hours with prior notice when possible.

5. User Data & Privacy

5.1 Data Ownership

You retain all rights in your data; we process it only as authorized to provide the Software.

5.2 Data Handling

Our handling of User Data is governed by our Privacy Policy.

5.3 Data Export

Upon request within 60 days of termination, we’ll export your data in machine‑readable format.

6. Security & Compliance

6.1 Your Obligations

You must implement and maintain safeguards (e.g., strong passwords, MFA) to protect access.

6.2 Incident Notification

You must notify us within 48 hours of any security incident affecting the Software or data.

6.3 Audit Rights

We may audit your compliance with this Agreement with reasonable notice.

7. Confidentiality

Each party will keep the other’s Confidential Information strictly confidential, excluding public or independently developed information.

8. Feedback

All Feedback is non‑confidential and we may use it without obligation.

9. Term & Termination

9.1 Term

This Agreement begins on first access and continues until terminated.

9.2 Termination for Cause

We may terminate if you breach any term and fail to cure within 14 days.

9.3 Effect of Termination

Upon termination your license ends and we may disable your access and delete data after 30 days.

10. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WE DO NOT WARRANT UNINTERRUPTED OR ERROR‑FREE OPERATION.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY IS LIMITED TO FEES PAID IN THE PRIOR 12 MONTHS.

12. Indemnification

You agree to indemnify us against claims arising from your breach, misuse, or illegal use of the Software.

13. Export Compliance

You agree to comply with all applicable export laws and will not export to prohibited destinations.

14. Governing Law & Dispute Resolution

Governing law: California. Disputes resolved by binding arbitration in San Francisco County under AAA rules.

15. Miscellaneous

• Assignment: No assignment without written consent (except to an Affiliate).
• Severability: Invalid provisions don’t affect the rest.
• No Waiver: Failure to enforce is not waiver.
• Entire Agreement: This Agreement plus order forms is the complete agreement.
• Notices: Sent in writing to the addresses specified below.

16. Contact Information

Tierlock Inc.
legal@tierlock.com
1712 Pioneer Ave Ste 500, Cheyenne, WY 82001