End User License Agreement

This End User License Agreement ("EULA") is a binding agreement between you ("you" or "End User") and Executive Stride LLC, operating StrideOps.ai ("StrideOps," "we," "us"). It governs your installation of and access to the StrideOps software, applications, integrations, connectors, SDKs, APIs, and related documentation (collectively, the "Software"). By installing, connecting, or using the Software - including by provisioning it through a third-party marketplace such as the Vercel Marketplace - you agree to this EULA. If you do not agree, do not install or use the Software.

1. License grant

Subject to your compliance with this EULA and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for your internal business purposes during the term of your subscription or, where the Software is provided without charge, for the period we make it available. The Software is licensed, not sold, and no ownership rights transfer to you.

2. License restrictions

You will not, and will not permit any third party to:

• Copy, modify, translate, or create derivative works of the Software, except as expressly permitted by this EULA or applicable law that cannot be contractually waived.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Software, except to the limited extent applicable law expressly permits despite this restriction.
• Rent, lease, lend, sell, sublicense, distribute, host as a service, or otherwise make the Software available to any third party, except under the white-label and agency terms set out in our Terms of Service.
• Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software.
• Circumvent or disable any usage limits, license keys, access controls, metering, or security features of the Software.
• Use the Software to build a competing product or service, or to benchmark it for the purpose of building a competing product, without our prior written consent.
• Use the Software in violation of applicable law or any third-party rights, or in any manner not authorized by this EULA, the Terms of Service, or the applicable documentation.

3. Ownership and intellectual property

We and our licensors retain all right, title, and interest in and to the Software, including all software, models, designs, trademarks, and any improvements or modifications, and all related intellectual property rights. All rights not expressly granted to you in this EULA are reserved by us. Feedback you provide about the Software may be used by us without restriction or obligation to you.

4. Third-party marketplaces and dependencies

Where you obtain or provision the Software through a third-party marketplace, platform, or app store (for example the Vercel Marketplace), your acquisition and use are also subject to that provider's terms, and your relationship with that provider is separate from this EULA. We are not responsible for the marketplace platform, its billing, or its availability. The Software may also include or depend on third-party and open-source components, which are licensed to you under their own terms; nothing in this EULA limits your rights or our obligations under those licenses.

5. Integrations and connected services

The Software is designed to connect to third-party services and integrations you choose to enable (telephony, model providers, CRMs, calendars, deployment platforms, payment processors, and others). You are responsible for your accounts with, and compliance with the terms of, those services, and for any credentials or tokens you provide. Your use of a connected service is governed by that service's terms, and we are not responsible for it. Availability of any integration may change.

6. AI output

The Software uses AI to generate calls, messages, content, code, and recommendations. AI output can be inaccurate, incomplete, or unexpected. You are responsible for reviewing and approving outputs before relying on them, and for any decisions or deployments made using them. We make no warranty that AI output is accurate, complete, or fit for a particular purpose.

7. Acceptable use

Your use of the Software must comply with the acceptable-use and compliance obligations in our Terms of Service, including the restrictions on unlawful, harmful, deceptive, or abusive use and the telephony, messaging, and recording compliance requirements. You are solely responsible for obtaining all consents required for the communications your agents send or record.

8. Updates and modifications

We may provide updates, upgrades, patches, or new versions of the Software from time to time, and we may do so automatically. Such updates are part of the Software and subject to this EULA unless they are accompanied by separate terms. We may add, change, or remove features of the Software, and may modify or discontinue an integration with reasonable notice for material changes.

9. Fees

Where the Software requires a paid subscription or is metered, the billing, trial, renewal, usage, and refund terms in our Terms of Service apply. Where you provision the Software through a third-party marketplace, billing may be handled by that marketplace under its own terms.

10. Term and termination

This EULA is effective when you first install or use the Software and continues until terminated. Your license ends automatically if your subscription ends or if you breach this EULA. We may suspend or terminate your license for breach, non-payment, or risk to the Software or others. On termination you must stop using the Software, uninstall it, and remove any copies and connected credentials. Sections that by their nature should survive - including ownership, restrictions, disclaimers, limitation of liability, and governing law - survive termination.

11. Disclaimers

Except as expressly stated, the Software is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Software will be error-free, uninterrupted, or secure, or that results will meet your requirements.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill arising out of or relating to the Software. Our total liability arising out of or relating to the Software will not exceed the amounts you paid to us for the Software in the twelve months before the event giving rise to the claim, or, where the Software was provided without charge, one hundred US dollars (USD $100).

13. Export and sanctions compliance

You represent that you are not located in, and will not use or export the Software to, any country or person subject to applicable trade sanctions or export-control laws, and that you will comply with all such laws in your use of the Software.

14. U.S. government end users

The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in applicable U.S. government procurement regulations. Government end users acquire only the rights set out in this EULA, consistent with FAR 12.212 and DFARS 227.7202.

15. Governing law and disputes

This EULA is governed by the laws of the State of [Governing State], without regard to conflict-of-laws rules. The parties will attempt to resolve disputes informally first. Any unresolved dispute will be resolved in the courts or by binding arbitration as specified in your order or in [Governing Venue], and you and we waive any right to a jury trial and to participate in a class action, to the extent permitted by law.

16. Changes to this EULA

We may update this EULA from time to time. We will post the revised version with a new "Last updated" date and, for material changes, provide additional notice. Continued use of the Software after changes take effect constitutes acceptance.

17. General

This EULA, together with the Terms of Service, Privacy Policy, and any order or applicable addenda, is the entire agreement between the parties regarding the Software. If any provision is unenforceable, the rest remain in effect. We may assign this EULA in connection with a merger or sale; you may not assign it without our consent. Neither party is liable for delays caused by events beyond its reasonable control.

18. Contact

Questions about this EULA can be sent to legal@strideops.ai.