Responsive Business Source License (v1.0)

THIS RESPONSIVE BUSINESS SOURCE LICENSE ("Software License Agreement") provides the terms and conditions by which you may use the Software (defined below), and is entered into between you ("you" or "Licensee") and Responsive, Inc., a Delaware corporation ("Licensor") as of the date of your first access to the Software or the date on which you click a button or check a box marked "I Agree" or something similar (the "Effective Date"). By accessing or using the Software, or by clicking a button or checking a box marked "I Agree" or something similar, you signify that you have read, understood, and agree to be bound by the terms and conditions set forth in this Agreement.

If you are entering into this Agreement on behalf of a company, organization, or other entity, then: (1) "you" and "Licensee" include you and that entity. (2) You represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

1. Definitions

1.1 “Cloud Services” means the cloud-based services provided by Licensor under separate Responsive Services Agreement.

1.2 “Commercial License Key” means the cryptographic key issued by Licensor that enables use of the Software and enforces the Trial Period limitation.

1.3 “Licensed Materials” means the Software and the Documentation collectively.

1.4 “Production Usage” means use of the Software in a production environment to process live data or provide services to end users.

1.5 “Source Code” means the human-readable form of the Software’s programming code made available by licensor.

1.6 “Trial Period” means 60 days from initial activation, unless otherwise agreed in writing between the parties.

2. License

2.1 Trial License

(a) During the Trial Period, Licensor grants Licensee a limited, non-exclusive, non-transferable license, without the right to sublicense, to (i) install and use the Software, including both object code and Source Code access as specified below, on Licensee’s internal server in the country to which such Software is delivered; (ii) use the Software for evaluation purposes; and (iii) use the accompanying documentation (the “Documentation”). During the Trial Period, Licensee may not make use of the Software and any output generated by using the Software (the “Output”) for any commercial or production purposes. During the Trial Period, Licensee shall not make the Software and the Output available to any third parties.

(b) Upon the expiration of the Trial Period, the license granted in Section 2.1(a) shall terminate, and Licensee shall uninstall and cease use of the Software, unless converted to a Commercial License through the purchase of a Commercial License Key. Licensor may also include a “time bomb” within the Software that shall prevent use of the Software after the Trial Period has expired.

2.2 Commerical License

(a) Subject to the terms of this Agreement and the purchase of a Commercial License Key, Licensor grants to Licensee a limited, non-exclusive, non-transferable license during the Term, without the right to sublicense, to install and use the Software, including both object code and Source Code access as specified below, and the accompanying Documentation on Licensee’s internal server in the country to which such Software is delivered solely for internal use as it relates to operations of Licensee.

(b) Upon the expiration of the Commercial License Key, the license granted in Section 2.2(a) above shall terminate, and Licensee shall uninstall and cease use of the Software, unless extended pursuant to a new Commercial License through the purchase of a new Commercial License Key. Licensor may also include a “time bomb” within the Software that shall prevent use of the Software after the Commercial License Key has expired.

2.3 Additional Restrictions on Use

Licensee shall not, and shall not permit any third party to: (a) use the Licensed Materials except to the extent permitted in this Section 2; (b) modify or create any derivative work of any part of the Licensed Materials; (c) permit any parent, subsidiaries, affiliated entities or third parties to use the Licensed Materials; (d) process or permit to be processed the data of any other party unless in connection with Licensee’s authorized use of the Software; (e) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the Licensed Materials or any copy thereof, in whole or in part; or (f) use the Licensed Materials for third-party training, commercial time-sharing or service bureau use. Licensee agrees that, except to the extent permitted by law or expressly permitted under Section 2.4, it shall not cause or permit the disassembly, decompilation or reverse engineering of the Software or otherwise attempt to gain access to the source code to the Software (or the underlying ideas, algorithms, structure or organization of the object code in the Software). Without limiting the foregoing, in the event that Licensee desires to reverse engineer the Software for interoperability purposes, Licensee agrees to first contact Licensor and provide Licensor an opportunity to create such changes as are needed for interoperability purposes. Licensee agrees that only Licensor shall have the right to maintain, enhance or otherwise modify the Licensed Materials.

2.4 Source Code Access

The Source Code is owned exclusively by Licensor. By accessing the Source Code, you agree to the following terms and restrictions:

(a) Prohibited Actions. You are expressly prohibited from: (a) Using the Source Code, in whole or in part, in any product, service, or software offering; (b) Incorporating, linking to, or combining the Source Code with any other software or service; (c) Compiling, building, or generating binaries or executable versions of the Source Code except when authorized by a valid Commercial License Key; (d) Attempting to bypass or circumvent the Commercial License Key requirements through compilation or any other means; (e) Creating derivative works based on the Source Code; (f) Developing, producing, or enabling competing products or services; (g) Redistributing, sharing, publishing, disclosing, or exposing the Source Code to any third party; (h) Using the Source Code to assist, enable, or support the development of competing products; (i) Removing or modifying any proprietary notices, labels, or marks from the Source Code; (j) Using automated tools to analyze, decompile, or extract information from the Source Code; (k) Allowing any third party to access, view, or use the Source Code; or (l) Using the Source Code after termination or expiration of your license.

(b) Permitted Actions. You may only: (a) View and study the Source Code for understanding the Software’s functionality; (b) Compile the Source Code when expressly authorized by a valid Commercial License Key; (c) Access the Source Code for security review and compliance verification; (d) Use the Source Code as explicitly permitted in writing by Licensor.

(c) Security Requirements. You must: (a) Maintain strict confidentiality of the Source Code; (b) Implement reasonable security measures to prevent unauthorized access; (c) Track and monitor all Source Code access; (d) Immediately report any unauthorized access or use; (e) Ensure Source Code access is limited to authorized individuals under your direct control.

(d) Ownership and Rights (a) All Source Code remains Licensor’s exclusive intellectual property; (b) No ownership rights or implied licenses are granted to the Source Code;

(c) All rights not expressly granted are reserved by Licensor; (d) Any unauthorized use immediately terminates your Source Code access rights.

2.5 Reservation of Rights

Licensor reserves all rights not otherwise expressly granted in this Section 2.

2.6 Third Party Software.

Licensee acknowledges that it may use certain third party software in connection with the Software and that Licensor makes no warranties, express or implied, with respect to any such third party software.

3. Payment Terms

3.1 Fees

The license fees, and, if applicable, maintenance and support fees, will be specified at the time of purchase. All fees are non-refundable unless otherwise specified.

3.2 Payment

Payment for a Commercial License Key must be made in full at the time of purchase. Any additional invoices must be paid within thirty (30) days of receipt. Failure to comply with the payment terms may result in suspension of access to the Licensed Software until all outstanding payments are received.

4. Cloud Services Integration

4.1 Relationship of Services

This License governs your use of the Software. Cloud Services are governed by separate Cloud Services Terms available at https://www.responsive.dev/responsive-cloud-terms-of-service . When using both the Software and Cloud Services, each agreement applies independently. The Software may be used on its own or in conjunction with Cloud Services. Your rights to use the Software are not dependent on using Cloud Services.

4.2 Independent Operation

Purchasing a Software license does not require the use of Cloud Services, and purchasing Cloud Services does not grant additional rights to the Software. Each product is licensed and sold independently, with separate pricing and terms.

4.3 Termination Effects

Termination or expiration of Cloud Services does not affect your Software license, and termination of your Software license does not affect your Cloud Services subscription. However, breach of either agreement may, at Licensor’s discretion, constitute grounds for termination of both. Compliance with both agreements is required when using both products.

4.4 Data and Integration

Data processed by the Software may be transmitted to Cloud Services when configured. You are responsible for configuring and managing integration features, as well as ensuring the security and privacy of data transmission between the Software and Cloud Services.

4.5 Service Levels

Any service levels for Cloud Services are specified in the Cloud Services Terms. The performance of the Software is independent of Cloud Services availability. Licensor is not responsible for issues arising from the interaction between the Software and Cloud Services. Cloud Services uptime does not guarantee Software functionality and vice versa.

5. Compliance Verification

You must maintain reasonable processes to track: (a) Source Code access and usage; (b) Compliance with Trial Period limitations; (c) Commercial License Key usage.

6. Ownership

Licensee acknowledges and agrees that Licensor or its licensors own and shall retain all proprietary rights, title and interest, including all patent, copyright, trade secret, know- how, design rights, trademark, and other intellectual property rights, in and to the Licensed Materials and any changes, corrections, bug fixes, enhancements, updates and other modifications thereto (collectively, “Modifications”), whether made by or on behalf of Licensee, Licensor or any third party, and as between the parties all such rights shall vest in and be assigned to Licensor. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title to or ownership of the Licensed Materials, but only a right of limited use under the terms and conditions of this Agreement. Licensee shall keep the Licensed Materials free and clear of all claims, liens and encumbrances. In the event ownership of any Licensed Materials or Modifications vest in Licensee, Licensee hereby assigns to Licensor all of its right, title and interest in and to all intellectual property and other rights (and where relevant such assignment is by present assignment of future copyright) in such Licensed Materials or Modifications, and waives any and all moral rights in such Licensed Materials or Modifications to which it may now or in the future be entitled under the laws of any jurisdiction.

7. Confidentiality

Licensee agrees that all material and information relating to the Licensed Materials is made available for use solely under and in accordance with the terms and conditions of this Software License Agreement. Licensee has no right at any time during or after cancellation or termination of this Software License Agreement to disclose such material and/or information relating to the Licensed Materials, whether directly or indirectly, to any third-party without Licensor’s prior written approval. Licensee shall hold harmless, defend, and indemnify Licensor from and against any and all losses, costs, damages, and expenses arising out of or in connection with Licensee's failure to comply with requirements of this Section 7.

7.1 Opt-Out Metrics Collection

Licensee acknowledges and agrees that Licensor may collect certain usage metrics and information related to Licensee's use of the Licensed Materials, including but not limited to the number of API calls, feature utilization, performance data, and device information (collectively, "Usage Metrics"). Usage Metrics will be collected by Licensor for the purpose of billing, product improvement, and analysis of adoption trends. Licensee may opt out of this Usage Metrics collection by providing written notice to Licensor.

7.2 Usage-Based Licensing

If Licensee has purchased a usage-based license for the Licensed Materials, Licensee is required to provide the Usage Metrics specified by Licensor. Licensee agrees to transmit such Usage Metrics to Licensor on a regular basis as required under the terms of the usage-based license. Licensee acknowledges that continued use of the Licensed Materials under a usage-based license is contingent on Licensee's compliance with this Usage Metrics reporting requirement, and that Licensee may not opt out of Usage Metrics collection in this case.

8. Limited Warranty

There are no third-party beneficiaries to this Software License Agreement. Consequently, Licensor provides no warranty at all to any person, other than the limited warranty provided to Licensee hereunder. Licensee will be solely responsible for the development of the applications authorized by this Software License Agreement and for providing all support or services required or requested by end users of the applications. Licensee will not make any representations or warranties to its employees, customers, end users or any other third-party on Licensor’s behalf. Licensor assumes no responsibility under this Software License Agreement, either directly or indirectly, for damages to Licensee or third parties resulting from the direct or indirect use of the applications created by or on behalf of Licensee.

9. Infringement

Licensee shall indemnify and hold harmless Licensor and its officers, directors, employees, agents, successors and assigns against any damages, losses, and expenses (including reasonable attorneys’ fees) arising from any third-party action to the extent based upon a claim that the Software infringes any copyright or trademark or misappropriates any trade secret, to the extent that such claim is based on any of the following: (a) any method or process in which the Software may be used; (b) compliance with Licensee’s specifications; (c) use of Software other than a current unaltered release of the Software; or (d) the combination, operation or use of the Software with non-Licensor programs or data, except where such combination, operation, or use is explicitly intended or recommended by Licensor.

10. Limitation of Liability

THE CUMULATIVE LIABILITY OF LICENSOR FOR ALL CLAIMS RELATING TO THE LICENSED MATERIALS AND THIS SOFTWARE LICENSE AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO LICENSOR HEREUNDER. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SOFTWARE LICENSE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. LICENSOR SHALL HAVE NO LIABILITY FOR LOSS OF DATA OR DOCUMENTATION, IT BEING UNDERSTOOD THAT LICENSEE IS RESPONSIBLE FOR REASONABLE BACK-UP PRECAUTIONS. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST LICENSEE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SOFTWARE LICENSE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (E.G., CONSUMER LAWS) THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF SUCH LAWS APPLY, CERTAIN EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO LICENSEE; HOWEVER, ALL OTHER RESTRICTIONS AND LIMITATIONS SHALL REMAIN IN EFFECT.

11. Term and Termination

11.1 Term

The term of this Software License Agreement will begin as of the date that Licensee receives the Software and will remain in effect perpetually unless terminated under this Section 11.

11.2 Termination for Convenience

During the Trial Period, Licensor may terminate this Software License Agreement at any time.

11.3 Termination for Cause

Licensor may terminate this Software License Agreement at if Licensee breaches its obligations hereunder. Licensor will affect such termination by giving Licensee notice of termination, specifying therein the alleged breach. If the breach is curable, Licensee will have a grace period of thirty (30) days after such notice is served to cure the breach described therein. If the breach is cured within the thirty (30) day grace period, then this Software License Agreement will remain in effect; otherwise, this Software License Agreement will automatically terminate upon the conclusion of the thirty (30) day grace period.

12 Effect of Termination

Upon termination of the Software License Agreement for any reason the following terms shall apply: (a) all rights granted under this Software License Agreement will immediately terminate and Licensee must immediately stop all use of the Licensed Materials; (b) Licensee must return to Licensor or destroy all copies of the Licensed Materials provided to or made by or on behalf of Licensee, and will, within ten (10) days after the effective date of termination, provide Licensor with written certification that all such copies have been returned or destroyed; and (c) all provisions of this Software License Agreement with the exception of the licenses granted hereunder will survive termination of this Software License Agreement for any reason. Termination of the Software License Agreement will not affect Licensee’s obligation to pay all amounts accrued hereunder prior to the effective date of termination. Licensee agrees that the termination of this Software License Agreement by Licensor can never entail liability for Licensor to pay damages to Licensee for anticipated or missing profits that could otherwise have arisen through Licensee's use of the License.

13 Miscellaneous

13.1 Severability

If any term or provision of the Software License Agreement is found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, the Software License Agreement will remain in full force and effect, and in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

13.2 Governing Law/Forum Selection

This Software License Agreement and any claim, cause of action or dispute arising out of, or related thereto, shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of Licensee’s country of origin or where Licensee uses the licenses from, without giving effect to any conflict of law principles, which would result in the application of the laws of a jurisdiction other than the State of Delaware. Any dispute, claim, or controversy arising out of, connected with, or relating to this Software License Agreement, the Licensed Software, or any use related thereto, will be submitted to the sole and exclusive jurisdiction of the competent court located in State of California.

13.3 No Joint Venture

Nothing contained in the Software License Agreement will be construed so as to make the parties partners or joint venturers or to permit either party to bind the other party to any agreement or purport to act on behalf of the other party in any respect.

13.4 Waiver and Modifications

No amendment or modification of this Software License Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in a writing signed by authorized representatives of both parties. Any such waiver will be narrowly construed to apply only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. No other course of dealing between or among any of the parties to this Software License Agreement or any delay in exercising any rights pursuant to this Software License Agreement will operate as a waiver of any rights of any party to this Software License Agreement. Except as expressly provided in this Software License Agreement, no party who is not a party to this Software License Agreement will have any right or obligation pursuant to this Software License Agreement.

13.5 Import/Export Law

Licensee may not import, use, or otherwise export or re-export the Licensed Materials except as authorized by United States law and the laws of the jurisdiction in which the Licensed Materials were obtained.

13.6 Federal Government End Use Provisions

Licensor may provide the Licensed Materials for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Licensed Materials include only those rights customarily provided to the public as defined in this Software License Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), and the Department of Defense transactions, DFAR 252.227- 7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Licensor to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights.

13.7 Assignment

This Software License Agreement, or any of your rights and obligations under this Software License Agreement, cannot be assigned or otherwise transferred in whole or in part, and any such attempted assignment or transfer by Licensee in violation of the foregoing will be null and void.

13.8 Entire Agreement

This Software License Agreement, including all invoices hereunder, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels any prior and contemporaneous oral or written proposals, promises, or agreements. There are no promises, covenants, or undertakings other than those expressly set forth in this Software License Agreement.