End User License Agreement
Effective Date: July 12, 2025
This End User License Agreement ("Agreement") is entered into by and between Cableteque Corp. ("Licensor"), a California corporation with a principal place of business at 5405 Production Dr., Huntington Beach, CA 92649, and any entity (“Customer” or “Licensee”) that signs a quote, order form, or other agreement that incorporates this EULA by reference. Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties."
1. Definitions
“Affiliate” shall mean any entity that controls, is controlled by, or is under common control with a Party.
“Licensee Data” means all electronic data or information submitted by Licensee to the Licensed Software.
“Licensed Software” means any software products provided by Licensor, including any updates or modifications thereto.
2. Grant of License
Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, revocable (only in the event of a material breach or violation of terms after a ten (10) day cure period), non-sublicensable, limited, subscription-based license to use the Licensed Software for Licensee’s internal business purposes for the duration of the subscription term.
3. Scope of Service
The Licensed Software includes Software as a Service (SaaS) and subscription-based services. Licensee is responsible for its own equipment and internet access costs. Licensor may modify the services at its discretion.
4. Registration and Account Security
To use the Licensed Software, Licensee must register and create a user account. Licensee must provide accurate and current information and maintain the confidentiality of its account credentials. Licensor may reject or limit account registrations.
5. Use of Licensed Software
Licensee agrees to use the Licensed Software solely for its intended purpose and within the limitations specified in the subscription plan. Usage limits, including the number of users and the number of assembly instances quoted, shall be as per the agreed-upon quote between the Parties. Licensee may not share user accounts or exceed usage limits. Any excess usage may result in additional fees.
6. Licensee Conduct
Licensee shall not:
Harm third parties or Licensor’s services.
Upload harmful or illegal content.
Disrupt the Licensed Software.
Attempt unauthorized access to any part of the Licensed Software.
Use the Licensed Software in any unlawful manner or for any unauthorized purpose.
7. Confidentiality
Confidentiality obligations are governed by the Mutual Non-Disclosure Agreement (MNDA) referenced in the Customer's quote or order form.
8. Intellectual Property
All intellectual property rights in the Licensed Software are owned by Licensor. Licensee may not copy, modify, or reverse engineer the Licensed Software. Licensee may not use the Licensed Software for competitive analysis or commercial exploitation.
Licensee shall not, and shall not permit others to: (i) translate, adapt, arrange, alter, modify, create derivative works of, decompile, disassemble, or reverse engineer the Software or any part thereof; (ii) grant any third party access to use the Software as a service bureau or application hosting provider; or (iii) access the Software by any means other than the official interface provided by Cableteque.
All Intellectual Property Rights in the Software are and shall remain the exclusive property of Cableteque or its licensors.
9. Maintenance and Support
Unless otherwise stated in a separate agreement, Software Maintenance and Support Services are included in the subscription price and:
(a) will be provided during Cableteque’s standard business hours, excluding public holidays; and
(b) are only available for the current and immediately preceding release of the Software.
10. Fees and Payment
Licensee agrees to pay all fees associated with the subscription plan. Fees are non-refundable, and payment obligations are non-cancelable. Licensee is responsible for any taxes associated with the services.
11. Warranties and Disclaimers
The Licensed Software is provided "as is." Licensor disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the Licensed Software will be error-free or uninterrupted.
The Licensed Software may offer recommendations or suggestions based on commercially available data. While Licensor endeavors to provide accurate and professional recommendations, all outputs from the Licensed Software are for reference only. It is the sole responsibility of the Licensee to evaluate any outputs or recommendations for suitability in its business case. Licensor shall not be held liable for any decisions made or actions taken based on such recommendations.
Cableteque shall perform industry-standard inspection of the Software for known viruses and malicious code prior to making it available for use. Each Party agrees to take reasonable precautions to ensure that its systems are protected from and do not transmit viruses or other malicious code to the other Party during any form of electronic exchange. Cableteque does not warrant that the Software is free of viruses or other harmful components and disclaims all liability for any loss or damage arising from such risks.
Licensee acknowledges and agrees that the Software may be used in a variety of environments and configurations. It is solely the Licensee’s responsibility to evaluate whether the Software is suitable for its intended use, and to verify the accuracy and applicability of any outputs or recommendations produced by the Software.
12. Limitation of Liability
To the fullest extent permitted by law, Licensor shall not be liable for indirect, incidental, special, or consequential damages. Licensor’s total liability for any claim arising under this Agreement shall not exceed the amount paid by Licensee in the three months preceding the claim. Notwithstanding the foregoing, either Party may seek equitable relief, including injunctive relief, in any court of competent jurisdiction to prevent actual or threatened misuse of its intellectual property rights.
13. Indemnification
Licensee shall indemnify and hold Licensor harmless from any claims arising from Licensee’s use of the Licensed Software, breach of this Agreement, or violation of any law or rights of a third party.
14. Term and Termination
This Agreement is effective until terminated. Subscriptions automatically renew unless notice of non-renewal is given. Either Party may terminate this Agreement for material breach with 30 days' notice. Upon termination, Licensee must cease use of the Licensed Software and return or destroy all Confidential Information as stipulated in the MNDA executed by the Parties.
15. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of California. Any disputes arising under this Agreement shall be resolved through binding arbitration in Orange County, California. In case of dispute, each party shall bear their own costs of any legal fees. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction for any actual or alleged infringement of intellectual property or misuse of confidential information.
16. Data Classification
Unless otherwise agreed in writing, all data provided by Licensee to Cableteque will be treated as “business confidential.” It is the sole responsibility of the Licensee to classify any data subject to special restrictions (including export-controlled data, personally identifiable information, or proprietary technical documentation) and to notify Cableteque in writing prior to transmission.
Cableteque shall implement commercially reasonable measures to preserve the confidentiality of data in accordance with this classification, but makes no representation that it is certified to handle protected data types unless separately contracted for such services.
17. Miscellaneous
Entire Agreement: This Agreement, along with the MNDA, constitutes the entire understanding between the Parties and supersedes all prior agreements.
Severability: If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.
Modification: No modification of this Agreement shall be valid unless in writing and signed by both Parties, except that Licensor may update non-material terms or policies referenced herein (such as support or documentation policies) with notice to Licensee, provided such updates do not materially diminish Licensee’s rights or increase its obligations.
Force Majeure: Neither Party shall be liable for non-performance due to circumstances beyond their control, including but not limited to natural disasters, pandemics, cyberattacks, utility failures, labor strikes, acts of terrorism, or governmental actions.
Unauthorized Copying: Unauthorized copying of the Software, including, without limitation, software that has been modified, merged, or included with the Software, or the written materials associated therewith, is expressly forbidden. Licensee may not sublicense, assign, or transfer this license or the Software except as permitted in writing by Cableteque. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations under this license is void and may result in termination by Cableteque of this Agreement and the license.
Prohibition on Reverse Engineering: Licensee agrees that it shall not copy or duplicate or permit anyone else to copy or duplicate any part of the Software or create or attempt to create, or permit others to create or attempt to create, by reverse engineering or otherwise, the source programs or any part thereof from the object programs or from other information made available under this Agreement.
Audit Rights: Licensor reserves the right to reasonably audit Licensee’s usage of the Licensed Software to verify compliance with agreed usage limits, provided that such audit is conducted with reasonable notice and during normal business hours. Any such audit will be at Licensor’s expense unless material non-compliance is found.
Data Use: Licensee Data shall remain the sole property of Licensee. Licensor agrees not to use Licensee Data for any purpose other than to provide and support the Licensed Software and as otherwise permitted under the MNDA. Notwithstanding the foregoing, Licensor may use aggregated and anonymized data derived from Licensee's use of the Licensed Software, provided such data does not identify Licensee or any individual, to improve Licensor's models, algorithms, and overall user experience.
Data Retention Policy: Licensor shall retain Licensee Data for the duration of the active subscription term. Upon termination or expiration of the subscription, Licensee will have thirty (30) days to request access to retrieve or delete its data. After this period, Licensor reserves the right to permanently delete Licensee Data, including from backups, unless retention is required by applicable law or contractual obligations. If Licensee requests early deletion during the subscription term, such request will be honored within a reasonable time frame, typically not to exceed thirty (30) days. All data deletion shall be performed in a manner consistent with industry standards and applicable data protection regulations.
Privacy Compliance: Licensor endeavors to follow commercially reasonable practices to safeguard data and maintain confidentiality. Licensor implements appropriate technical and organizational safeguards in alignment with recognized industry standards for privacy and security. Licensor may update its privacy practices over time as technologies, legal requirements, and industry standards evolve.
Export Control (Optional): It is the sole responsibility of Licensee to identify any ITAR-restricted content submitted to or processed by the Licensed Software and to ensure such content is handled strictly in accordance with all applicable ITAR restrictions and guidelines. In such cases, both Parties agree to comply with all applicable export control requirements, and Licensee shall ensure that any authorized users accessing ITAR-controlled data are U.S. Persons as defined under U.S. law. If Licensee has selected the Cableteque Secure GOV platform, the Licensed Software and related technical data may be subject to export control laws, including the International Traffic in Arms Regulations (ITAR). In such cases, both Parties agree to comply with all applicable export control requirements. Licensee shall ensure that any authorized users accessing ITAR-controlled data are U.S. Persons as defined under U.S. law. Licensee is responsible for classifying any content as ITAR-restricted and notifying Cableteque prior to upload.
18. Acceptance
By signing a Cableteque Quote, Order Form, or other agreement that references this EULA, the Customer acknowledges and agrees to the terms of this End User License Agreement.