Software License Agreement

Last updated: February 15, 2025

1. Introduction

This Software License Agreement (the "Agreement") is a legal agreement between you (either an individual or a single entity) and BridgeAI, Inc. ("BridgeAI," "we," "our," or "us") for the BridgeAI software, which includes computer software, services, APIs, and associated media, printed materials, and electronic documentation (collectively, the "Software").

By installing, accessing, or using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install, access, or use the Software.

2. License Grant

Subject to the terms and conditions of this Agreement, BridgeAI grants you a limited, non-exclusive, non-transferable, revocable license to:

  • Access and use the Software in accordance with this Agreement;
  • Install and use the Software on devices owned or controlled by you; and
  • Access and use any documentation provided with the Software.

2.1 License Types

BridgeAI offers the following license types:

  • Free License: Provides access to basic functionality with limitations on usage and features.
  • Individual License: Provides access to standard functionality for use by a single user.
  • Team License: Provides access to advanced functionality for use by a specified number of users within an organization.
  • Enterprise License: Provides access to premium functionality with custom features and support for large organizations.

The specific rights and limitations applicable to your license type are described in your order documentation or subscription agreement.

3. License Restrictions

You shall not:

  • Copy, modify, or create derivative works of the Software;
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software;
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
  • Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) from the Software;
  • Use the Software to store or transmit malicious code, or to engage in any activity that disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of BridgeAI or any third party;
  • Use the Software to build a competitive product or service, or to benchmark with a non-BridgeAI product or service;
  • Use the Software in a manner that exceeds reasonable use limits or quotas;
  • Use the Software in violation of any applicable law, regulation, or the rights of any third party; or
  • Use the Software for any purpose other than as expressly permitted under this Agreement.

4. BridgeAI Property Rights

The Software and all BridgeAI property rights therein are and shall remain the property of BridgeAI or its licensors. This Agreement grants you no right, title, or interest in any BridgeAI property owned or licensed by BridgeAI other than the limited license rights expressly set forth in Section 2.

All rights not expressly granted to you are reserved by BridgeAI and its licensors. You acknowledge that the Software in source code form remains a confidential trade secret of BridgeAI and its licensors.

4.1 Third-Party Components

The Software may include third-party components with separate legal notices or terms that govern your use of those components. To the extent required, such third-party license terms are made available with the Software or in the documentation.

Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms of any applicable open source license to any open source components incorporated into the Software.

5. Data and Security

By using the Software, you acknowledge that BridgeAI may collect and process certain data about you and your use of the Software, as described in our Privacy Policy. This may include technical information about your devices, systems, and application software.

You are responsible for maintaining the confidentiality of any credentials used to access the Software and for all activities that occur under your account. You agree to notify BridgeAI immediately of any unauthorized access or use of your account.

5.1 Security Measures

You shall implement and maintain appropriate technical and organizational measures to protect the Software from unauthorized access, use, or disclosure. These measures shall be no less protective than those you use to protect your own confidential information and shall comply with applicable laws and industry standards.

6. Payment and Subscription Terms

If you subscribe to a paid version of the Software, you agree to pay all fees specified in the applicable order form or subscription agreement. All payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in this Agreement.

BridgeAI may increase fees for any renewal term by providing notice at least thirty (30) days prior to the end of the current term. If you continue to use the Software after a fee increase, you will be deemed to have accepted the increased fees.

6.1 Subscription Term and Renewal

The initial term of your subscription shall be as specified in the applicable order form or subscription agreement. Unless otherwise specified, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the current term.

7. Maintenance and Support

BridgeAI will provide maintenance and support services as specified in the applicable order form or subscription agreement. The level of support depends on the license type purchased.

Unless expressly stated otherwise, maintenance and support services may include:

  • Error corrections and bug fixes;
  • Updates and upgrades when generally released;
  • Technical support via email, chat, or telephone during specified hours; and
  • Access to online knowledge base and documentation.

BridgeAI is not obligated to provide maintenance or support for:

  • Software that has been modified or damaged by you or any third party;
  • Problems caused by your negligence, hardware malfunction, or third-party software;
  • Software that is not the current or immediate prior version; or
  • Issues arising from use of the Software in a manner inconsistent with the documentation.

8. Term and Termination

This Agreement commences on the date you first access or use the Software and continues until terminated as set forth herein.

You may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies in your possession or control.

BridgeAI may terminate this Agreement:

  • Immediately if you breach any provision of Sections 2, 3, or 4;
  • With thirty (30) days' notice if you breach any other provision of this Agreement and fail to cure such breach within the notice period; or
  • Immediately if you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors.

8.1 Effect of Termination

Upon termination of this Agreement:

  • All licenses and rights granted to you under this Agreement shall immediately terminate;
  • You must cease all use of the Software;
  • You must destroy all copies of the Software in your possession or control; and
  • You must pay any outstanding fees.

The following sections shall survive termination: Sections 4 (BridgeAI Property Rights), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), and 14 (General Provisions).

9. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BridgeAI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

BridgeAI DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT BridgeAI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM WARRANTY PERIOD REQUIRED BY LAW.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BridgeAI OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE.

WITHOUT LIMITING THE FOREGOING, BridgeAI' TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO BridgeAI FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO ALL THEORIES OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BridgeAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

11. Indemnification

You agree to indemnify, defend, and hold harmless BridgeAI and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from:

  • Your violation of this Agreement;
  • Your violation of any rights of any third party;
  • Your misuse of the Software; or
  • Any content or data you upload, transmit, or otherwise make available through the Software.

BridgeAI reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any such matter without the prior written consent of BridgeAI.

12. Export Compliance

The Software may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that:

  • You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and
  • You are not listed on any U.S. Government list of prohibited or restricted parties.

You shall comply with all applicable export laws and regulations in your use of the Software. You shall not export or re-export the Software, directly or indirectly, to any country, individual, or entity except as authorized by, and in full compliance with, all applicable laws and regulations.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Delaware, and the parties hereby consent to the personal jurisdiction and venue therein.

If you are a government entity, the following applies to you: this Agreement shall be governed by the laws of the jurisdiction in which BridgeAI' principal place of business is located, without reference to conflict of laws principles.

14. General Provisions

14.1 Entire Agreement

This Agreement constitutes the entire agreement between you and BridgeAI regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, or understandings.

14.2 Amendment

BridgeAI reserves the right to modify this Agreement at any time. We will provide notice of any material changes through the Software or by other means. Your continued use of the Software after such modifications constitutes your acceptance of the modified terms.

14.3 Waiver

The failure of BridgeAI to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by BridgeAI.

14.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

14.5 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of BridgeAI. BridgeAI may freely assign or transfer this Agreement without restriction.

14.6 Force Majeure

BridgeAI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials, or failures of telecommunications or Internet service providers.

14.7 Notices

All notices under this Agreement shall be in writing and shall be deemed to have been given when delivered personally, sent by email, or sent by certified mail, return receipt requested, to the address specified during registration or to such other address as the party to receive the notice has designated by notice to the other party.

15. Contact Information

If you have any questions about this Agreement, please contact us at:

BridgeAI, Inc.
Email: legal@bridge.link