End User License Agreement (EULA)

Preamble: This is a Binding Legal Agreement

This End-User License Agreement (“Agreement”) is a legally binding contract between you, the end-user (either an individual or a single entity, hereinafter “You” or “Licensee”), and [Your Company Name], a UK corporation, with its principal place of business at [Your Company Address] (“Licensor” or “Company”), for the Libril software application, including any associated media, printed materials, and “online” or electronic documentation (collectively, the “Software”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY CLICKING THE “I AGREE” BUTTON, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “I AGREE” BUTTON AND DO NOT INSTALL, COPY, OR USE THE SOFTWARE.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “You” or “Licensee” shall refer to such entity.

1. Definitions

For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

“Agreement” means this End-User License Agreement.
“Device” means a computer, workstation, or other electronic device that meets the system requirements for the Software as specified in the Documentation.
“Documentation” means the user manuals, technical specifications, and other materials, in print or electronic form, provided by the Licensor that describe the installation, operation, and use of the Software.
“License Fee” means the one-time fee paid by You to the Licensor to obtain a Perpetual License for a specific License Tier of the Software.
“License Tier” means the specific level of license purchased by You (e.g., Libril Core, Libril Look and Feel, Libril Campaign), which dictates the scope of permitted use, features, and support as detailed in Section 2 of this Agreement.
“Licensor” means [Your Company Name].
“Licensee” or “You” means the individual or legal entity that has licensed the Software under the terms of this Agreement.
“Perpetual License” means a license to use a specific version of the Software indefinitely, subject to the terms and conditions of this Agreement, including the provisions for termination in Section 6.
“Software” means the Libril desktop application in object code form, including all of its component parts, data files, executable code, and any Updates provided by the Licensor.
“Updates” means bug fixes, patches, security updates, or other minor modifications to the Software that the Licensor may make available from time to time. Updates do not include new major versions of the Software that contain substantial new features or functionality.

2. Grant of License

Subject to Your full compliance with the terms and conditions of this Agreement and payment of the applicable License Fee, Licensor hereby grants You a limited, non-exclusive, non-transferable, revocable, Perpetual License to install and use the Software on a single compatible Device. The rights and limitations of this license are strictly governed by Your purchased License Tier, as set forth in Table 1 below. This license is granted solely for use by You and not for the benefit of any third party.

Table 1: Libril License Tiers and Usage Rights

License TierPermitted DevicePermitted for Commercial UseFeatures IncludedIncluded Support PeriodLibril Core1 DeviceYesCore article generation, unlimited projects, research, outline creation90 days from purchaseLibril Look and Feel1 DeviceYesAll Core features plus multi-language, DALL-E integration, social media generation, project knowledge database1 year from purchaseLibril Campaign1 DeviceYesAll Look and Feel features plus API connections, analytics, content clusters, batch creation2 years from purchase

You may make one (1) copy of the Software for backup or archival purposes only, provided that the copy contains all of the original Software’s proprietary notices.

3. License Restrictions

You agree not to, and you will not permit others to:

a) License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Software or make the Software available to any third party.

b) Modify, adapt, translate, or create derivative works based upon the Software or the Documentation.

c) Reverse engineer, decompile, or disassemble the Software, in whole or in part, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

d) Remove, alter, or obscure any proprietary notices, labels, or marks (including copyright and trademark notices) on the Software or the Documentation.

e) Use the Software to create or distribute any malicious software, such as viruses or malware, or for any unlawful or illegal purpose.

f) Use the Software in any manner that could damage, disable, overburden, or impair any of the Licensor’s services or interfere with any other party’s use and enjoyment of them.

g) Circumvent or bypass any copy protection, activation, or other technological measures that control access to the Software.

h) Use the Software to develop a product that is competitive with the Software.

4. Ownership of Intellectual Property

4.1. Ownership of Software

You acknowledge and agree that the Software is licensed, not sold. The Licensor and its suppliers retain all right, title, and interest in and to the Software and the Documentation, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights therein. This Agreement does not grant You any ownership interest in the Software, but only a limited right of use that is revocable in accordance with the terms of this Agreement. All rights not expressly granted to You are reserved by the Licensor.

4.2. Ownership of User-Generated Output

As between You and the Licensor, You shall retain all ownership rights, title, and interest in and to any original content, data, or materials that You create using the Software (“User Content”). For the avoidance of doubt, the Licensor claims no ownership rights in Your User Content, and this Agreement does not grant the Licensor any license or right to use, reproduce, modify, or distribute Your User Content.

5. Software Updates and Support

The Perpetual License granted herein applies to the specific version of the Software that You purchase at the time of the License Fee payment. You acknowledge that this Agreement does not grant You any right to receive free Updates, including new major versions or significant new features, unless such a right is explicitly included in Your purchased License Tier.

The Licensor may, at its sole discretion, provide minor Updates, such as bug fixes and security patches, for the version of the Software You have licensed. You agree that the Licensor has no obligation to provide any Updates or to continue to provide or enable any particular features or functionalities of the Software.

Access to new major versions of the Software, which contain substantial new features and functionality, may require the purchase of a new license or a paid upgrade at the Licensor’s then-current price.

Any technical support services shall be provided in accordance with the support period specified in Your purchased License Tier (as detailed in Table 1). The provision of support beyond this included period may be subject to a separate fee or require the purchase of a maintenance plan.

6. Termination

This Agreement is effective from the moment You accept its terms and shall remain in effect until terminated.

Your rights under this Agreement will terminate automatically and without notice from the Licensor if You fail to comply with any of its terms or conditions. The Licensor also reserves the right to terminate this Agreement for any reason upon written notice to You, although such termination by the Licensor will not affect the Perpetual License of a Licensee who is in full compliance with this Agreement.

Upon termination of this Agreement for any reason, You shall immediately cease all use of the Software and destroy all copies, full or partial, of the Software and its Documentation that are in Your possession, custody, or control. The provisions of Sections 3 (License Restrictions), 4 (Ownership of Intellectual Property), 6 (Termination), 7 (Disclaimer of Warranties & Limitation of Liability), and 8 (General Provisions) shall survive the termination of this Agreement.

7. Disclaimer of Warranties & Limitation of Liability

7.1. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

7.2. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE LICENSOR’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. General Provisions

Governing Law & Jurisdiction: This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. The parties hereby agree that the exclusive jurisdiction and venue for any legal action or proceeding arising under this Agreement shall be in the courts of England and Wales, and each party hereby irrevocably submits to the jurisdiction of such courts.

Severability: If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Entire Agreement: This Agreement, including any addendum or amendment to this Agreement which is included with the Software, constitutes the entire agreement between You and the Licensor relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this Agreement.

Export Compliance: You agree to comply with all applicable UK and international export laws and regulations that apply to the Software. You represent and warrant that you are not located in a country that is subject to a UK Government embargo, or that has been designated by the UK Government as a restricted country, and that you are not listed on any UK Government list of prohibited or restricted parties.

Amendments: The Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, the Licensor will make reasonable efforts to provide notice prior to any new terms taking effect. What constitutes a material change will be determined at the Licensor’s sole discretion.