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End User License Agreement

Last updated: May 13, 2024

Introduction and Definitions

Eidolon, the ("Company", "Eidolon", "we", "us", or "our") is a software development company. With a focus on creating technologies that improve developer experience in both the traditional computing and software spaces as well as in the decentralized industries such as blockchain. This End User License Agreement ("Agreement") constitutes a legally binding agreement between the Company and you ("you", "your", or the "End User"), an individual or legal entity, which governs your use of Eidolon's software development kits, code packages, and related documentation (collectively, the "Software").

License Grant and Restrictions

Subject to the terms and conditions of this Agreement, Eidolon hereby grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Software solely for your internal business purposes in accordance with the documentation provided. You may not: (i) reproduce, modify, translate, or create derivative works of the Software; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code; (iii) rent, lease, sell, sublicense or otherwise transfer rights to the Software; (iv) remove or obscure any proprietary notices or labels; or (v) use the Software for third-party training, commercial hosting, or service bureau purposes.

Ownership and Intellectual Property Rights

The Software, including but not limited to its source code, object code, documentation, and any modifications or derivative works thereof, is the sole and exclusive property of Eidolon and its licensors. The Software is protected by copyright, trade secret, and other intellectual property laws and treaties. Eidolon reserves all rights not expressly granted to you under this Agreement.

Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EIDOLON DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EIDOLON OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF EIDOLON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EIDOLON'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES, IF ANY, PAID BY YOU TO EIDOLON FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Indemnification

You agree to indemnify, defend, and hold harmless Eidolon and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising from or related to your use of the Software, violation of this Agreement, or infringement or misappropriation of any intellectual property or other rights of Eidolon or any third party.

Term and Termination

This Agreement shall remain in effect until terminated. Eidolon may terminate this Agreement and the licenses granted herein immediately if you breach any provision of this Agreement. Upon termination, you must destroy all copies of the Software. Sections relating to ownership, disclaimers, limitations of liability, indemnification, and general provisions shall survive termination of this Agreement.

General Provisions

This Agreement shall be governed by and construed in accordance with the laws of Palm Springs, California, without giving effect to its conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such subject matter. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign or transfer this Agreement or any rights or obligations hereunder without Eidolon's prior written consent. Any purported assignment or transfer in violation of this provision shall be null and void. No failure or delay by Eidolon in exercising any right hereunder shall constitute a waiver of that right.