End User License Agreement

1. Grant of License

Subject to the terms of this Agreement and payment of applicable subscription fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for Licensee’s internal business operations in accordance with the subscription plan selected by Licensee.

2. Restrictions

Licensee shall NOT:

• Copy, modify, adapt, translate, or create derivative works of the Software or any portion thereof;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
• Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software or access thereto to any third party;
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Software;
• Use the Software to develop a competing product or service;
• Use the Software in any manner that violates applicable law or regulation;
• Exceed the user seat limits or module entitlements of the applicable subscription plan;
• Attempt to access data belonging to other licensees or tenants of the Software;
• Use the Software to store or transmit malicious code, viruses, or harmful data.

3. Intellectual Property

The Software and all copies thereof are proprietary to Licensor and title thereto remains in Licensor. All rights in the Software not specifically granted in this Agreement are reserved to Licensor.

“Yggdrasil,” “Mimir Labs,” and associated logos and trade dress are trademarks of Mimir Labs. Licensee may not use these trademarks without prior written consent.

4. Data Ownership

Licensee retains all rights, title, and interest in data that Licensee and its authorized users input into the Software (“Customer Data”). Licensor does not claim ownership of Customer Data and will not access, use, or disclose Customer Data except as necessary to provide the Software or as required by law.

Each Licensee’s business data is stored in a logically isolated database. Licensor maintains strict separation between tenants and does not co-mingle Customer Data.

5. Subscription and Payment

Use of the Software requires an active subscription. Subscription fees are billed in advance on a monthly or annual basis as selected during checkout. All fees are in U.S. Dollars and are non-refundable except as required by applicable law. Licensor may modify pricing upon at least 30 days’ written notice before the start of the next billing period.

6. Term and Termination

• This Agreement is effective until terminated.
• Licensee may terminate at any time by deleting the organization account through the portal or by providing written notice to Licensor.
• Licensor may terminate this Agreement immediately if Licensee breaches any term hereof, fails to pay subscription fees after reasonable notice, or engages in activity that threatens the security or integrity of the Software.
• Upon termination, Licensee’s right to use the Software ceases immediately. Licensor will make Customer Data available for export for 30 days following termination, after which it may be permanently deleted.
• Sections 2, 3, 7, 8, 9, 10, and 11 survive termination.

7. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.

LICENSOR’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to Licensee’s use of the Software, violation of this Agreement, or violation of any third-party rights.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration conducted in the English language. Each party shall bear its own costs of arbitration.

11. General

• Entire Agreement. This Agreement, together with any applicable Subscription Agreement, Terms of Service, and Privacy Policy, constitutes the entire agreement between Licensee and Licensor regarding the Software.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• Waiver. Failure to enforce any provision is not a waiver of that provision.
• Assignment. Licensee may not assign this Agreement without Licensor’s written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Force Majeure. Neither party shall be liable for delays or failures caused by events beyond reasonable control.
• Export Compliance. Licensee shall comply with all applicable export control laws and regulations.

12. Contact

For questions about this Agreement, contact us at:

Mimir Labs
Email: [email protected]