VALOR

IMPORTANT: PLEASE CAREFULLY REVIEW THIS SOFTWARE LICENSE AND SERVICES AGREEMENT ("AGREEMENT") BETWEEN SLIGHT LLC, DOING BUSINESS AS VALOR AIO ("Valor", "Company", "we", "our", or "us") AND YOU ("Customer", "Licensee", "you", or "your") PRIOR TO INSTALLING, ACCESSING, OR UTILIZING THE SOFTWARE.

BY SELECTING "I ACCEPT", "AGREE", OR ANY EQUIVALENT AFFIRMATION, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE VALOR AIO SOFTWARE ("SOFTWARE") AND ASSOCIATED SERVICES ("SERVICES", AND TOGETHER WITH THE SOFTWARE, THE "PLATFORM"), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND CONSENT TO BE LEGALLY BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT.

1. Definitions and Scope

1.1 "Order Form" refers to any purchase order, invoice, subscription form, proposal, or similar documentation through which the Customer acquires access to the Platform, including details regarding pricing, subscription duration, and usage limitations.

1.2 "Documentation" means all user guides, manuals, technical specifications, and instructional materials made available by Valor in connection with the Platform.

1.3 "Intellectual Property" encompasses patents, copyrights, trademarks, trade secrets, moral rights, and all other proprietary rights recognized under applicable law.

2. Grant of License

2.1 Subject to Customer's compliance with this Agreement and any applicable Order Form, Valor hereby grants Customer a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform solely for Customer's internal business operations during the subscription period specified in the Order Form.

2.2 The Platform may automatically deliver and install updates, patches, and improvements ("Updates") as necessary for optimal functionality. Customer acknowledges that declining or blocking Updates may result in degraded performance or loss of functionality.

2.3 Upon expiration of the subscription term without renewal, this license and Agreement shall automatically terminate.

3. Usage Restrictions

Customer expressly agrees not to, and shall not authorize or enable any third party to:

(a) Redistribute, sublicense, rent, lease, or transfer access to the Platform, or operate the Platform as a service bureau, managed service, or time-sharing arrangement for third parties;

(b) Install the Software on hardware not owned and controlled by Customer;

(c) Reverse engineer, decompile, disassemble, decrypt, or attempt to derive source code from the Software, except where expressly permitted by applicable law;

(d) Reproduce, modify, adapt, or create derivative works based on the Platform, or use the Platform to develop competing products or services;

(e) Bypass, disable, or circumvent any security mechanisms, access controls, or usage limitations within the Platform;

(f) Publish benchmark results or performance comparisons without Valor's prior written authorization;

(g) Deploy automated tools or scripts that unreasonably burden or interfere with Platform infrastructure;

(h) Remove, obscure, or alter any proprietary notices, branding, or attribution contained within the Platform;

(i) Use Valor's name, trademarks, or logos without express written consent; or

(j) Utilize the Platform for any unlawful purpose or in violation of applicable laws, regulations, or this Agreement.

4. Intellectual Property Ownership

4.1 The Platform is licensed, not sold. Valor and its licensors retain exclusive ownership of all Intellectual Property rights in and to the Platform, including all modifications, improvements, updates, and derivative works. All rights not expressly granted herein are reserved by Valor.

4.2 Any suggestions, feedback, enhancement requests, or ideas submitted by Customer regarding the Platform ("Feedback") shall be non-confidential, and Valor shall have unrestricted rights to use, implement, and commercialize such Feedback without obligation or compensation to Customer.

5. Fees and Payment Terms

5.1 All fees specified in the applicable Order Form shall be due and payable according to the payment schedule set forth therein. Fees are charged in advance for each subscription period.

5.2 All amounts payable are non-refundable and may not be offset or reduced for any reason. Customer shall be responsible for all applicable taxes, duties, and governmental charges (excluding taxes based on Valor's net income), and shall remit additional amounts to ensure Valor receives the full fee amount after any required withholdings.

5.3 Customer shall reimburse Valor for reasonable collection costs, including legal fees, incurred in recovering overdue amounts.

6. Customer Responsibilities

6.1 Customer is solely responsible for procuring and maintaining all hardware, software, network connectivity, and other resources necessary to access and utilize the Platform.

6.2 Customer bears sole responsibility for configuring the Platform according to Customer's requirements and for all outcomes resulting from such configuration choices.

7. Confidentiality

7.1 Customer agrees to maintain in confidence all proprietary information disclosed by Valor, including the Platform, Documentation, pricing, and technical specifications, and to use such information solely for purposes authorized under this Agreement.

7.2 Confidentiality obligations shall not apply to information that: (a) becomes publicly available through no fault of Customer; (b) was rightfully known to Customer prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) must be disclosed pursuant to legal requirement, provided Customer gives Valor reasonable advance notice.

7.3 Upon termination, Customer shall return or destroy all confidential information and certify such destruction upon request.

8. Data Practices

8.1 Personal information collected from Customer will be processed in accordance with Valor's Privacy Policy, available on our website.

8.2 Valor may collect and utilize aggregated, anonymized usage data ("Usage Analytics") that does not identify any individual, for purposes of improving and marketing Valor's products and services. Valor retains ownership of all Usage Analytics.

9. Support Services

Support inquiries may be submitted via email or through our website support portal. Valor will respond to support requests in accordance with our published support policies and schedules.

10. Third-Party Components

The Software may incorporate third-party open source components subject to separate license terms ("Third-Party Licenses"). A list of such components and applicable Third-Party Licenses is available in the Software's notices file. Where Third-Party Licenses conflict with this Agreement, the Third-Party Licenses shall govern solely with respect to those components. Valor makes no warranties regarding third-party components.

11. Disclaimer of Warranties

11.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

11.2 VALOR DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM WILL ACHIEVE ANY PARTICULAR RESULTS.

11.3 VALOR DISCLAIMS ALL LIABILITY FOR TECHNICAL FAILURES, ERRORS, OR UNINTENDED CONSEQUENCES RESULTING FROM USE OF THE PLATFORM. SOME JURISDICTIONS DO NOT PERMIT EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN EXCLUSIONS MAY NOT APPLY.

12. Limitation of Liability

12.1 IN NO EVENT SHALL VALOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.

12.2 VALOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO VALOR DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

12.3 THESE LIMITATIONS APPLY EVEN IF VALOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification

Customer agrees to defend, indemnify, and hold harmless Valor and its officers, directors, employees, affiliates, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising from Customer's breach of this Agreement or misuse of the Platform. Valor reserves the right, at Customer's expense, to assume exclusive defense and control of any indemnified matter. Customer shall not settle any claim without Valor's prior written consent.

14. Term and Termination

14.1 This Agreement remains effective for the subscription period specified in the applicable Order Form, unless earlier terminated.

14.2 Either party may terminate this Agreement for convenience upon written notice. If Customer terminates for convenience, the subscription continues through any prepaid period, and no refunds will be issued. Valor may immediately terminate or suspend Customer's access upon breach of this Agreement.

14.3 Valor reserves the right to discontinue, modify, or terminate the Platform at any time without liability.

14.4 Upon termination, Customer shall immediately cease all use of the Platform and delete all copies of the Software and Documentation in Customer's possession.

15. Suspension

If Valor reasonably believes Customer's use of the Platform poses a risk of harm to Valor, the Platform, or third parties, Valor may suspend Customer's access without prior notice until the threat is resolved, without limiting Valor's other remedies.

16. Export Compliance

Customer agrees to comply with all applicable export control laws and regulations, including U.S. export laws, and shall not export or re-export the Platform or related technical data in violation of such laws. Changes in applicable law affecting Valor's business may result in immediate termination of this Agreement without liability to Valor.

17. Governing Law and Dispute Resolution

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

17.2 Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. Customer waives any objection to venue or jurisdiction. Notwithstanding the foregoing, Valor may seek injunctive relief in any court of competent jurisdiction.

18. Assignment

Customer may not assign or transfer this Agreement or any rights hereunder without Valor's prior written consent. Valor may freely assign this Agreement. Any attempted assignment in violation of this Section shall be void.

19. Modifications to Agreement

Valor may update this Agreement at any time by providing notice via email or through the Platform. Changes become effective upon the next renewal of Customer's subscription. Continued use of the Platform following such renewal constitutes acceptance of the modified terms. Customer is responsible for maintaining current contact information to receive update notifications.

20. General Provisions

20.1 This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements and understandings.

20.2 In the event of conflict between this Agreement and an Order Form, the terms of this Agreement shall prevail unless the Order Form expressly states otherwise.

20.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

20.4 Failure by either party to enforce any right or provision shall not constitute a waiver of such right or provision.

20.5 Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control.

20.6 Section headings are for convenience only and shall not affect interpretation of this Agreement.

21. Verification and Monitoring

Customer acknowledges that the Platform may include technical measures to verify proper licensing, monitor usage, prevent unauthorized access, and confirm compliance with this Agreement.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS ITS TERMS, AND AGREES TO BE BOUND BY ITS CONDITIONS. BY CLICKING "I ACCEPT" OR SIMILAR AFFIRMATION, OR BY INSTALLING OR USING THE PLATFORM, CUSTOMER CONSENTS TO ALL TERMS AND CONDITIONS HEREIN.

Terms of Service