END USER LICENSE AGREEMENT

1. AGREEMENT TO TERMS

This End User License Agreement ("Agreement") is a binding legal agreement between you (either an individual or a single entity, referred to as "you," "your," or "User") and DecaSIM ("Company," "we," "us," or "our") concerning your access to and use of the DecaSIM App Store software-as-a-service platform and related applications, including Promo Publisher, Promo Price Recommender, Competitive View, and any other applications made available through the platform (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use the Service.

2. LICENSE GRANT

2.1 Limited License

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes in connection with retail operations.

2.2 Scope of Use

The Service is intended for use by retail businesses to create promotional materials, optimize pricing strategies, analyze competitive intelligence, and perform related retail management functions.

3. USER ACCOUNTS AND REGISTRATION

3.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to maintain and promptly update your account information to keep it accurate and current.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security.

3.3 Account Responsibility

You are solely responsible for all activity conducted through your account, whether or not authorized by you. We are not liable for any loss or damage arising from your failure to maintain account security.

4. RESTRICTIONS AND PROHIBITED CONDUCT

You agree that you will NOT:

1. Use the Service for any illegal purpose or in violation of any applicable laws or regulations;
2. Reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Service without our express written permission;
3. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service;
4. Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from the Service;
5. Use any automated system, including robots, spiders, or scrapers, to access the Service;
6. Transmit any viruses, malware, or other malicious code through the Service;
7. Interfere with or disrupt the Service or servers or networks connected to the Service;
8. Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;
9. Use the Service to transmit unsolicited communications or spam;
10. Collect or harvest any personally identifiable information from the Service;
11. Use the Service in any manner that could damage, disable, overburden, or impair our servers or networks;
12. Attempt to gain unauthorized access to any portion of the Service or any other systems or networks;
13. Share, transfer, or provide access to your account credentials to any third party; or
14. Use the Service to compete with us or develop a competing product or service.

5. DATA AND CONTENT

5.1 Your Data

You retain all ownership rights to any data, files, content, or materials you upload, submit, or transmit through the Service ("Your Data"). You grant us a worldwide, non-exclusive, royalty-free license to use, store, process, and display Your Data solely to provide the Service to you.

5.2 Data Accuracy

You represent and warrant that: (a) you own or have the necessary rights to Your Data; (b) Your Data does not violate any third-party rights; and (c) Your Data complies with all applicable laws and regulations.

5.3 Data Security

We implement reasonable security measures to protect Your Data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security. You acknowledge and accept the risks associated with electronic data transmission and storage.

5.4 Data Backup

You are solely responsible for maintaining backup copies of Your Data. We are not responsible for any loss or corruption of Your Data.

6. INTELLECTUAL PROPERTY

6.1 Our Rights

The Service, including all software, algorithms, interfaces, designs, text, graphics, logos, trademarks, and other content (excluding Your Data), is owned by or licensed to us and is protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted to you are reserved by us.

6.2 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution to you.

7. THIRD-PARTY SERVICES AND CONTENT

The Service may integrate with or provide access to third-party services, websites, or content. We do not control and are not responsible for any third-party services or content. Your use of third-party services is governed by their respective terms and conditions, and you access them at your own risk.

8. PAYMENT TERMS

8.1 Subscription Fees

Access to certain features of the Service may require payment of subscription fees. All fees are stated on our pricing page and are subject to change with notice.

8.2 Payment

You agree to pay all applicable fees according to the payment terms in effect at the time fees become due. Fees are non-refundable except as expressly stated in this Agreement or required by law.

8.3 Automatic Renewal

Subscriptions automatically renew for successive periods equal to the original subscription term unless you cancel before the renewal date. You authorize us to charge your payment method for renewal fees.

8.4 Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental charges, which you are responsible for paying.

8.5 Late Payment

If payment is not received when due, we may suspend or terminate your access to the Service without notice.

9. FREE TRIALS AND PROMOTIONS

We may offer free trials or promotional pricing at our discretion. Free trial terms will be specified at the time of sign-up. We reserve the right to modify or terminate free trials or promotions at any time without notice.

10. SERVICE MODIFICATIONS AND AVAILABILITY

10.1 Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuance of the Service.

10.2 Availability

We strive to maintain high availability but do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. We are not liable for any loss or damage resulting from Service unavailability or interruption.

10.3 Maintenance

We may perform scheduled or emergency maintenance that may temporarily limit or prevent access to the Service. We will use reasonable efforts to provide advance notice of scheduled maintenance.

11. DISCLAIMERS AND WARRANTIES

11.1 AS-IS Basis

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

11.2 No Guarantee of Results

WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH YOUR SYSTEMS, BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

11.3 AI and Algorithmic Recommendations

11.4 Competitive Data

INFORMATION PROVIDED THROUGH COMPETITIVE VIEW IS BASED ON AVAILABLE DATA AND MAY NOT BE COMPLETE, ACCURATE, OR CURRENT. YOU ARE RESPONSIBLE FOR VERIFYING ANY COMPETITIVE INTELLIGENCE BEFORE MAKING BUSINESS DECISIONS.

11.5 Third-Party Data

We may use third-party data sources to provide the Service. We are not responsible for the accuracy, completeness, or reliability of third-party data.

12. LIMITATION OF LIABILITY

12.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

12.3 Exceptions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless DecaSIM, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Your Data; (c) your violation of this Agreement; (d) your violation of any applicable law or regulation; or (e) your violation of any third-party rights.

14. TERM AND TERMINATION

14.1 Term

This Agreement begins when you first access or use the Service and continues until terminated in accordance with this section.

14.2 Termination by You

You may terminate this Agreement at any time by discontinuing use of the Service and closing your account. You remain responsible for all fees incurred prior to termination.

14.3 Termination by Us

We may suspend or terminate your access to the Service immediately, without notice, if: (a) you breach this Agreement; (b) your use of the Service poses a security risk; (c) you fail to pay applicable fees; (d) we are required to do so by law; or (e) we discontinue the Service.

14.4 Effect of Termination

Upon termination: (a) your license to use the Service immediately terminates; (b) you must cease all use of the Service; (c) we may delete Your Data from our systems; and (d) all provisions of this Agreement that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

14.5 No Refunds

Except as required by law, fees paid are non-refundable, and we are not required to provide refunds or credits for partial subscription periods or unused Service.

15. CONFIDENTIALITY

15.1 Confidential Information

Each party may have access to confidential information of the other party. You agree to protect our confidential information with the same degree of care you use to protect your own confidential information, but in no event less than reasonable care.

15.2 Exceptions

Confidential information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of confidential information.

16. PRIVACY

Your use of the Service is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. Please review our Privacy Policy to understand our data collection and use practices.

17. EXPORT COMPLIANCE

You agree to comply with all applicable export and import control laws and regulations in your use of the Service. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.

18. DISPUTE RESOLUTION

18.1 Informal Resolution

If a dispute arises, you agree to first contact us to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith.

18.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Jurisdiction], without regard to its conflict of law principles.

18.3 Venue

Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in [County/State], and you consent to the personal jurisdiction of such courts.

18.4 Arbitration

[Optional: Include arbitration clause if desired]

19. GENERAL PROVISIONS

19.1 Entire Agreement

This Agreement, together with our Privacy Policy and any other policies referenced herein, constitutes the entire agreement between you and us regarding the Service and supersedes all prior agreements and understandings.

19.2 Amendments

We reserve the right to modify this Agreement at any time. We will provide notice of material changes by posting the updated Agreement on our website or through the Service. Your continued use of the Service after changes become effective constitutes acceptance of the modified Agreement.

19.3 Waiver

Our failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by us.

19.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

19.5 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. We may assign this Agreement without restriction. Any attempted assignment in violation of this provision is void.

19.6 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights except as expressly stated herein.

19.7 Notices

Notices to you may be sent to the email address associated with your account. Notices to us should be sent to [[email protected]] or such other address as we may specify.

19.8 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, labor disputes, or internet or telecommunications failures.

19.9 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.

20. CONTACT INFORMATION