Software License Agreement

Last Updated: March 19, 2025

IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE INSTALLING, ACCESSING, OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR ANY RELATED MATERIALS (COLLECTIVELY, THE “Software”), YOU (“Licensee” OR “YOU”) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

This Agreement is between Tritium Legal Technlogies Limited (“Licensor”) and you, the end user. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms.

1. License Grant

Subject to your compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to install and use the Software solely for your internal business purposes. Any rights not expressly granted herein are reserved by Licensor.

2. License Restrictions

  1. You shall not reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law.
  2. You shall not modify, adapt, or create derivative works of the Software without Licensor’s prior written consent.
  3. You shall not rent, lease, sublicense, transfer, distribute, or otherwise make the Software available to any third party, except as permitted in writing by Licensor.
  4. You shall use the Software only in compliance with all applicable laws and regulations.

3. Intellectual Property Rights

The Software, including all intellectual property rights (such as copyrights, patents, trademarks, and trade secrets), is and shall remain the exclusive property of Licensor and its licensors. This Agreement does not transfer any title or ownership of the Software to you.

4. Fees and Payment (If Applicable)

  1. If this Software is provided on a paid or subscription basis, you agree to pay all applicable fees in accordance with the payment terms presented at the time of purchase.
  2. All fees are non-refundable unless otherwise specified in writing by Licensor or required by applicable law.
  3. Licensor reserves the right to change its fees and payment terms at any time by providing notice to you at least 14 days in advance.

5. Support and Maintenance (If Applicable)

Licensor may provide technical support, updates, or maintenance services for the Software (“Support Services”) at its discretion or as agreed in a separate support contract. Any modifications or improvements provided as part of such Support Services shall be subject to this Agreement unless otherwise specified.

6. Term and Termination

  1. This Agreement is effective upon your acceptance (by downloading or using the Software) and continues until terminated.
  2. Licensor may terminate this Agreement immediately if you breach any provision of this Agreement. You may terminate this Agreement at any time by ceasing all use of the Software and destroying any copies in your possession.
  3. Upon termination, the license granted herein shall end, and you must immediately cease all use of the Software and destroy all copies. The provisions that by their nature are intended to survive termination shall survive.

7. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY LICENSOR, THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

9. Indemnification

You agree to indemnify, defend, and hold Licensor and its affiliates, officers, employees, and agents harmless from and against any claims, liabilities, damages, judgments, awards, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or related to your use of the Software or your violation of this Agreement.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Licensor is organized, without regard to its conflict of laws principles. Any dispute arising from or relating to this Agreement shall be resolved exclusively in the courts located in England, and each party consents to the jurisdiction of such courts.

11. Changes to This Agreement

Licensor reserves the right to modify or replace this Agreement at any time. If a revision is material, Licensor will provide at least 14 days’ notice prior to the new terms taking effect. By continuing to use the Software after any modifications become effective, you agree to be bound by the revised Agreement.

12. Miscellaneous

  1. Entire Agreement: This Agreement constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior or contemporaneous understandings.
  2. Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
  3. No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.
  4. Assignment: You may not assign or transfer this Agreement without Licensor’s prior written consent. Licensor may freely assign this Agreement.

Contact Information

If you have any questions about this Agreement, you may contact Licensor at:

Tritium Legal Technologies Limited
40 York Road
London, W5 4SG
United Kingdom
Phone: +44 (0) 750 366 2423