Aortem SaaS Proprietary License Agreement
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IMPORTANT — READ CAREFULLY  
This Aortem SaaS Proprietary License Agreement (“Agreement”) is a legal contract between you (either an individual or a single entity, “Licensee”) and Aortem Inc. (“Licensor”) governing your use of the Aortem SaaS Platform and all associated software, APIs, documentation, and services (collectively, the “Platform”).

1. Grant of License  
   1.1. **Right to Use.** Subject to your compliance with this Agreement and payment of any fees, Licensor hereby grants you a non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business operations.  
   1.2. **SaaS Delivery.** The Platform is delivered as a cloud-hosted service; you do not receive a copy of the underlying software code. Your license terminates when your subscription ends or is terminated under Section 6.

2. Restrictions  
   You may **not**:  
   - Modify, reverse-compile, reverse-engineer, or decompile any portion of the Platform;  
   - Copy, distribute, sublicense, or otherwise make the Platform available to third parties, except as expressly permitted herein;  
   - Use the Platform to develop, offer, or provide a competing service or product;  
   - Remove or obscure any copyright, trademark, or other proprietary notices;  
   - Export or re-export the Platform in violation of applicable laws.

3. Ownership  
   All title, ownership rights, and intellectual property rights in and to the Platform (including any enhancements, modifications, or derivative works) are and shall remain with Licensor and its licensors. This Agreement does not convey any ownership interest to you.

4. Fees & Payment  
   4.1. You agree to pay all subscription fees and other charges in accordance with Licensor’s pricing schedule.  
   4.2. All amounts are non-refundable except as required by law.  
   4.3. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Support & Maintenance  
   Licensor will provide standard support and maintenance services as set forth in the applicable Service Level Agreement (SLA). Any enhancements or upgrades are licensed under this same Agreement.

6. Term & Termination  
   6.1. **Term.** This Agreement is effective as of your first use of the Platform and continues until terminated.  
   6.2. **Termination for Cause.** Licensor may terminate immediately upon breach by you of any material provision.  
   6.3. **Effect of Termination.** Upon termination you must cease all use of the Platform. All fees accrued prior to termination remain due and payable.

7. Confidentiality  
   Each party agrees to keep the other’s Confidential Information strictly confidential and to use it only as necessary to exercise rights or perform obligations under this Agreement.

8. Warranty Disclaimer  
   THE PLATFORM IS PROVIDED “AS-IS” AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability  
   IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. Governing Law & Dispute Resolution  
   This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles. Any dispute shall be resolved in the state or federal courts located in Wilmington, Delaware, and each party consents to exclusive jurisdiction and venue therein.

11. General  
   11.1. **Entire Agreement.** This Agreement constitutes the entire understanding between the parties regarding its subject matter.  
   11.2. **Amendment.** No modification is binding unless in writing and signed by both parties.  
   11.3. **Severability.** If any provision is held unenforceable, the remainder remains in full force and effect.

By accessing or using the Aortem SaaS Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.
