End User License Agreement
Effective date: [Effective date] · Last updated: [Date]
This End User License Agreement ("Agreement") is between [Company legal name], trading as ZeroDriveX, with its registered office at [Registered address] ("ZeroDriveX", "we", "us"), and the organisation that accepts it ("Customer", "you"). It governs your use of JSCAIP, the Supply Chain Analysis and Intelligence Platform, including the website dashboard, the API and any reports it produces (together, the "Service").
1. License
Subject to this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for your internal business purposes, through the users and API keys we issue to you.
2. Restrictions
You will not, and will not allow others to: (a) resell, sublicense or provide the Service to third parties as a service bureau; (b) reverse engineer, decompile or attempt to extract source code or models, except where the law expressly permits; (c) circumvent rate limits, access controls or security measures; (d) upload content you have no right to share, or content that is unlawful or malicious; (e) use the Service to build a competing product; or (f) share API keys outside your organisation.
3. Your data
You retain all rights in the documents and information you submit ("Customer Data"). You grant us a limited right to process Customer Data solely to provide, secure and support the Service, including through carefully selected subprocessors bound by confidentiality, a list of which is available to customers on request. You confirm you have the rights and any notices or consents needed to submit Customer Data. Processing of personal data is governed by our Privacy Policy and, where applicable, a data processing agreement [DPA reference].
4. Nature of the reports
Reports are automated decision support generated from the documents provided and, where enabled, public web sources. They may contain errors or omissions. They are not legal, compliance, customs, sanctions or financial advice, and are not a sanctions screening against official lists or a determination about any party. You are responsible for verifying material findings with primary sources and qualified professionals before acting.
5. Fees
Fees, invoicing and payment terms are set out in your order form or commercial agreement [Reference to order form; taxes; late payment].
6. Intellectual property
We and our licensors own the Service, including its software, rules, templates and documentation. Subject to your rights in Customer Data, you may use reports produced for you for your internal business purposes. Feedback you choose to give may be used by us without obligation.
7. Security and confidentiality
We maintain the safeguards described on our Security and Security & Trust pages. Each party will protect the other's confidential information with reasonable care and use it only for this Agreement.
8. Warranties and disclaimers
We will provide the Service with reasonable skill and care. Except as expressly stated, the Service and reports are provided "as is", and we disclaim all other warranties, express or implied, to the extent permitted by law [Counsel to confirm wording for governing law].
9. Limitation of liability
[Liability cap, exclusions of indirect and consequential loss, and carve-outs, to be drafted by counsel]
10. Term and termination
This Agreement lasts for the term in your order form. Either party may terminate for material breach not cured within [30] days of notice. On termination your access ends, and we will return or delete Customer Data as described in [retention / deletion terms].
11. Governing law
This Agreement is governed by the laws of [Governing law], and the courts of [Venue] have exclusive jurisdiction.
12. General
This Agreement, together with any order form and the documents it references, is the entire agreement on its subject. Changes require written agreement, except that we may update this Agreement on notice for future terms. Neither party may assign it without consent, except in a merger or sale of substantially all assets.
Contact
[Company legal name], [Registered address]. Email: [legal@zerodrivex.com - confirm].