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Software License Agreement for Valkyr Labs

Effective Date: 2024-10-20
Parties: Valkyr Labs, Inc. ("Licensor") and [Customer Name] ("Licensee")

1. Grant of License​

Subject to the terms of this agreement, Licensor grants Licensee a non-exclusive, non-transferable, and revocable license to use Valkyr Labs' proprietary software ("Software"), including access to the ThorAPI for code generation and any other related services ("Services"). This license covers both Software as a Service (SaaS) and downloadable versions of the Software.

2. Permitted Use of Generated Code​

Licensee may use, modify, redistribute, or sell the code generated by the Software ("Generated Code") without restriction, provided that:

  • Licensee may not use the Software or Generated Code to create a service that competes with Licensor's Software (such as another code generator, website builder, or automation tool) or use the Software to offer a wrapped version of the service for a higher price.
  • Licensee may not distribute or sell the Software itself without express written permission from Licensor.

3. Prohibited Use​

Licensee agrees not to:

  • Use or allow access to the Software from the following prohibited jurisdictions: North Korea (NK), Iran, Russia, and other embargoed countries under U.S. law.
  • Use the Software or Generated Code for illegal activities or for purposes that cause harm, including but not limited to, the development of malicious software, illegal surveillance, or harmful AI applications ("Prohibited Use").
  • Use the Software if Licensee or its users are under the age of 13.

4. Non-Compete Clause​

Licensee agrees not to use the Software, Services, or Generated Code to build, promote, or distribute any competitive products, including but not limited to code generators, website builders, AI-based application builders, or automation tools.

5. Service Disruption and Throttling​

Licensor reserves the right to throttle or shut down the Licensee’s access to the Software and Services if the Licensee’s usage exceeds agreed-upon SLA terms or negatively impacts the performance of Licensor’s services. Licensee is responsible for managing their use to avoid service disruptions.

6. Disclaimer of Warranties and Limitation of Liability​

The Software and Services are provided "as is" and "as available," without warranty of any kind, whether express or implied. Valkyr Labs makes no guarantee that the Software will be free from errors or that it will meet Licensee’s requirements.

  • Valkyr Labs will not be liable for any damages or losses resulting from errors in the Generated Code, third-party libraries, open-source components, or bugs caused by either the Software or user contributions.
  • Licensee acknowledges that AI-generated code is inherently prone to inaccuracies, and the Licensee is responsible for testing and verifying all outputs.

7. Best-Effort Support​

Valkyr Labs will provide 24/7 AI-based support through its "Heimdall" system, which will handle most technical issues. For human support or consulting services, Valkyr Labs will provide best-effort support but cannot guarantee resolution of all issues within specified timeframes. In the event of unresolved issues, the Licensee’s sole remedy will be a refund of the current month’s subscription fee. No refunds will be given for annual subscriptions beyond a pro-rated refund for the current month.

8. Termination and Refund Policy​

Licensee may terminate this Agreement at any time. For monthly subscriptions, Licensee will be refunded for the current month, and no further charges will apply. For annual subscriptions, only a pro-rated refund of one month will be provided. No refunds will be given for past payments.

9. Enterprise-Level Contracts​

For Enterprise or Unlimited subscription levels, separate contractual terms will apply and be negotiated individually.

10. Governing Law and Jurisdiction​

This agreement shall be governed by and construed in accordance with the laws of the State of California, and any disputes shall be resolved in the courts of San Francisco, California.

11. Miscellaneous​

  • Licensee acknowledges that the Software may include third-party libraries or models, and such components may be subject to additional license terms.
  • Valkyr Labs reserves the right to modify these terms, and any such changes will take effect after providing 30 days' notice.

Signatures
The Parties agree to the above terms as of the Effective Date:
Valkyr Labs, Inc.
By: [Authorized Signatory]
Title: [Position]
Licensee
By: [Licensee Name]
Title: [Position]