1. Parties
This license is between Teamsmith Enterprises LLC, doing business as SurgeXi Business Intelligence ("Licensor"), and the organization named in your license file ("Licensee").
2. License grant
Subject to this license and the Terms, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to install and run the Vertirite software on hardware Licensee controls, as follows:
- Pilot: on the systems in the Pilot scope, during the Pilot term. The Pilot license is issued to one organization, is bound to the installation identifiers registered at issue, and may not be moved to other systems, transferred, or reissued to an affiliate or other party. One Pilot license per organization, as the Terms state.
- Subscription: for Licensee's internal business purposes, up to the number of protected systems in the order form, during the paid term.
3. Restrictions
Licensee will not: copy the software except for reasonable backups; distribute, sell, rent, lend, sublicense or host it for anyone else; reverse-engineer, decompile or disassemble it except to the extent applicable law permits despite this restriction; modify, remove or circumvent the license check or license file; remove proprietary notices; or use it to build a competing product.
4. Source code for security review
On request, Licensor may make source code available for Licensee's security review under a written confidentiality agreement. Access is to read and review only and grants no further rights.
5. License check
The software verifies a license file signed by Licensor, which states the Licensee, edition, limits and expiry date. Verification happens entirely on Licensee's hardware. The software does not contact Licensor, send usage data or report on Licensee. The console shows the license status at all times. Behavior at and after expiry is described in section 7 of the Terms (14-day grace, then Expired mode). Licensor will not disable the software remotely.
6. Ownership
The software is licensed, not sold. Licensor and its licensors keep all rights, title and interest in it. If Licensee sends suggestions, Licensor may use them without obligation.
7. Third-party components
The software includes open-source components under their own licenses, listed in the NOTICE file shipped with it. Those licenses govern those components.
8. Term and termination
This license ends when the Pilot or Subscription ends, or on breach. When it ends, Licensee must stop using the software and uninstall it, after exporting any audit records it wants to keep, and will confirm this in writing on request.
9. Warranty, liability and law
Warranties, limitation of liability and governing law are as stated in the Terms. Licensee will comply with US export laws. The software is "commercial computer software" for US government purposes.
10. Order of precedence
A signed order form controls over this license, and this license controls over the Terms for use of the software.