1. Agreement Overview
This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or entity, "Licensee," "you," or "your") and GuardAxion ("Licensor," "we," "us," or "our") for the use of GuardAxion's AI security platform software and related services (collectively, the "Software").
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.
2. License Grant
2.1 Scope of License
Subject to your compliance with this Agreement and payment of applicable fees, GuardAxion grants you a limited, non-exclusive, non-transferable, revocable license to:
- Install and use the Software on your authorized devices and infrastructure
- Access and use Software features according to your subscription tier
- Use Software solely for internal business purposes and security operations
- Make backup copies of the Software for archival purposes only
2.2 License Types
- SaaS License: Hosted access to Software via cloud platform with no installation required
- On-Premises License: Installation and operation of Software on your infrastructure
- Hybrid License: Combination of SaaS and on-premises deployment
- Evaluation License: Time-limited license for evaluation purposes with feature restrictions
2.3 License Limitations
Your license is subject to the following limitations:
- User Limits: Number of authorized users as specified in your subscription
- Volume Limits: API calls, tokens, or transactions per your license tier
- Geographic Restrictions: Use limited to authorized geographic regions
- Deployment Restrictions: Installation on specified number of servers or instances
3. Restrictions on Use
You shall NOT:
- Modify or Create Derivatives: Modify, adapt, translate, or create derivative works of the Software
- Reverse Engineering: Reverse engineer, decompile, disassemble, or attempt to derive source code
- Remove Notices: Remove, alter, or obscure any proprietary notices, labels, or marks
- Sublicense or Transfer: Sublicense, rent, lease, lend, or transfer the Software to third parties
- Service Bureau Use: Use Software to provide services to third parties without authorization
- Circumvent Protections: Bypass, disable, or circumvent license enforcement or security measures
- Competitive Use: Use Software to develop competing products or benchmark for competitive purposes
- Unauthorized Distribution: Distribute, publish, or make Software available to unauthorized parties
4. Intellectual Property Rights
4.1 Ownership
GuardAxion retains all right, title, and interest in and to the Software, including:
- All intellectual property rights, patents, copyrights, trademarks, and trade secrets
- Software source code, object code, algorithms, and architecture
- Documentation, user interfaces, designs, and logos
- Updates, modifications, enhancements, and derivative works
4.2 Your Data
You retain all rights to data, content, and information you input, process, or generate using the Software ("Customer Data"). GuardAxion claims no ownership of Customer Data but may use it to provide Services as described in our Privacy Policy.
4.3 Feedback
If you provide feedback, suggestions, or ideas about the Software, GuardAxion may use such feedback without obligation or compensation to you.
5. Open Source Components
The Software may include open source components governed by separate licenses. These components are provided under their respective open source licenses, which may grant you additional rights. Open source licenses are available in the Software documentation or upon request.
Use of open source components does not extend the same terms to GuardAxion's proprietary Software.
6. Updates and Support
6.1 Updates
GuardAxion may provide updates, patches, and new versions of the Software:
- Updates may be automatic (for SaaS) or require manual installation (on-premises)
- Updates are included in active subscriptions at no additional cost
- You are responsible for maintaining compatible infrastructure for updates
- Critical security updates may be mandatory
6.2 Support
Technical support is provided according to your subscription level:
- Support channels (email, chat, phone) based on subscription tier
- Response time SLAs as specified in your agreement
- Access to documentation, knowledge base, and training resources
- Premium support options available for enterprise customers
7. Term and Termination
7.1 Term
This Agreement begins on the date you first access or use the Software and continues:
- For subscription licenses: Until expiration or termination of subscription
- For perpetual licenses: Indefinitely unless terminated for breach
- For evaluation licenses: Until expiration of evaluation period
7.2 Termination by You
You may terminate by:
- Discontinuing use and uninstalling the Software
- Canceling your subscription according to cancellation terms
- Providing written notice to GuardAxion
7.3 Termination by GuardAxion
We may terminate or suspend access immediately if you:
- Breach any term of this Agreement
- Fail to pay fees when due
- Violate our Acceptable Use Policy
- Engage in fraudulent or illegal activities
7.4 Effect of Termination
Upon termination:
- Your license rights immediately cease
- You must cease all use and uninstall the Software
- You must return or destroy all copies of the Software
- Outstanding fees become immediately due and payable
- Provisions regarding confidentiality, liability, and indemnification survive
8. Warranty and Disclaimer
8.1 Limited Warranty
GuardAxion warrants that the Software will substantially conform to its documentation for 90 days from delivery. Our sole obligation for breach of this warranty is to use commercially reasonable efforts to correct errors or provide a workaround.
8.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. GUARDAXION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
- IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
- NON-INFRINGEMENT OF THIRD-PARTY RIGHTS
- ACCURACY, RELIABILITY, OR AVAILABILITY OF SOFTWARE
- ERROR-FREE OR UNINTERRUPTED OPERATION
- SECURITY AGAINST ALL THREATS OR VULNERABILITIES
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GUARDAXION SHALL CREATE A WARRANTY.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- GUARDAXION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
- INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL
- REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE)
- EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
GUARDAXION'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability, so the above limitations may not apply to you.
10. Indemnification
You agree to indemnify, defend, and hold harmless GuardAxion and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from:
- Your use or misuse of the Software
- Your violation of this Agreement or applicable laws
- Your infringement of third-party rights
- Your Customer Data or content processed through the Software
11. Confidentiality
Both parties agree to maintain confidentiality of proprietary information:
- Software source code, algorithms, and technical specifications are GuardAxion confidential information
- Customer Data and security configurations are your confidential information
- Confidential information shall not be disclosed to third parties without consent
- Obligations survive termination for 5 years
12. Compliance and Audit Rights
You agree to:
- Maintain accurate records of Software usage and deployment
- Comply with license limitations and usage restrictions
- Provide usage reports upon reasonable request
- Allow GuardAxion to audit compliance upon reasonable notice (no more than once per year)
If an audit reveals non-compliance, you must immediately purchase additional licenses and pay audit costs.
13. Export Compliance
The Software is subject to export control laws and regulations. You agree to:
- Comply with all applicable export and import laws
- Not export or re-export Software to embargoed countries
- Not provide Software to restricted parties or prohibited end uses
- Obtain required export licenses before international transfers
14. Governing Law and Dispute Resolution
This Agreement is governed by the laws of [State/Country], without regard to conflict of law principles.
Any disputes shall be resolved through:
- Good faith negotiation between parties
- Binding arbitration if negotiation fails
- Arbitration conducted under [Arbitration Association] rules
- Exclusive jurisdiction in [Location] courts for injunctive relief
15. General Provisions
15.1 Entire Agreement
This Agreement, together with the Privacy Policy and Acceptable Use Policy, constitutes the entire agreement and supersedes all prior agreements or understandings.
15.2 Amendments
GuardAxion may modify this Agreement with 30 days' notice. Continued use after changes constitutes acceptance.
15.3 Severability
If any provision is found invalid or unenforceable, remaining provisions remain in full effect.
15.4 Waiver
Failure to enforce any right does not constitute a waiver of that right.
15.5 Assignment
You may not assign this Agreement without written consent. GuardAxion may assign freely.
15.6 Force Majeure
Neither party is liable for failure to perform due to causes beyond reasonable control.
16. Contact Information
For questions about this Software License Agreement: