NO REDISTRIBUTION PERMITTED
IMPORTANT: PLEASE READ CAREFULLY. By installing or using CaseGuard Studio (“the Software”), you and the entity you represent (the “Licensee”) agree to be bound by the terms of this Agreement. If you do not agree, do not install or use the Software. This Agreement may supplement a certain CaseGuard Master Partner Agreement entered into between the parties hereto (the “Master Partner Agreement”), and in such event, if a conflict between this Agreement and the Master Partner Agreement arises, the terms of this Agreement shall prevail.
1. Grant of License
Subject to the terms and conditions of this Agreement, CaseGuard, Inc. (“Company”) hereby grants to you a non-exclusive, non-transferable, revocable, and limited license to install and use the Software on a local device owned or controlled by you or your organization, solely for your internal business or professional purposes. In addition to the foregoing:
- Per-Seat Licensing: Licenses are issued per “seat.” Each license may be assigned to a specific user or machine.
- On-Premise Use: This is an on-premise application. All processing occurs on your local hardware.
The Licensee will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement.
2. Usage Restrictions
You shall not, and shall not permit others to:
- Use: To use the Software except as expressly permitted in this Agreement.
- Reverse Engineer: Decompile, disassemble, or attempt to derive the source code of the Software.
- Sublicense: Rent, lease, sublicense, sell, distribute, or otherwise commercially exploit the Software.
- Circumvent Security: Bypass any license keys, offline activation protocols, or technical protections.
- Unauthorized Copying: Create or attempt to create or make copies of the Software except for a single machine-readable copy for backup purposes.
The Licensee agrees to promptly notify the Company if it obtains information as to any unauthorized possession, use, or disclosure of the Software by any person or entity, and further agrees to cooperate with the Company in protecting the Company’s proprietary rights.
If Licensee, its officers, members, managers, agents, or employees, breach any provision of this Agreement, this Agreement may be terminated by the Company immediately upon written notice to Licensee. Licensee shall pay Licensor reasonable monetary payments for loss and/or damages related to such breach.
3. AI Features & Usage Caps
The Software utilizes AI-powered automation for redaction, transcription, and translation.
- AI Credits: While video and image redaction are typically unlimited, certain features (e.g., Audio Transcription/Translation and AI Document Analysis) may be subject to annual usage caps (e.g., 240 hours/year or 48,000 pages/year) as specified in your purchase plan.
- Accuracy Disclaimer: AI automation is a tool to assist professionals. The Software is provided with the understanding that the Final User is responsible for the final review and verification of all redacted output to ensure compliance with privacy and all other applicable laws (including, but not limited to, FOIA, HIPAA, GDPR, etc.).
4. Data Privacy & Security
- Local Processing: Because the Software is on-premise, the Company does not see, store, or transmit your sensitive files (CCTV, audio, documents) to any cloud server.
- Offline Mode: For air-gapped or high-security environments, an offline key may be issued. Once issued, offline keys are tied to a specific machine and are non-transferable for the duration of the license term
5. Intellectual Property
All titles, trademarks, and copyrights in and to the Software (including AI models and proprietary algorithms) are owned exclusively by the Company. The Software is licensed, not sold. The Company may include Licensee’s name and logo on its website or in public customer lists to identify Licensee as a user of the Software. The Company respects Licensee’s branding preferences; accordingly, Licensee may opt-out of such usage at any time by providing written notice to [email protected]. The Company shall continue to own all right, title, and interest in and to the Software and all intellectual property rights embodied therein or related thereto, including, but not limited to, the source and object codes and any customizations, updates, and corrections to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication, estoppel, or otherwise.
6. Indemnification and Limitation of Liability
To the fullest extent permitted by law, Licensee agrees to indemnify, defend and hold Licensor, its officers, directors, agents, employees and representatives harmless from and against any and all loss, cost, damages, expense or liability (including reasonable attorney’s fees) arising out of or relating to (i) any claim by a third party against Licensor based upon Licensee’s use of the Software, or (ii) any claimed based on that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties.
To the maximum extent permitted by law, CaseGuard, Inc. shall not be liable for any:
- Redaction Failures: Damages arising from the failure to redact specific PII/PHI.
- Consequential Damages: Loss of data, business interruption, or legal penalties incurred due to the use or inability to use the Software. Accordingly, the Company shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort, or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it.
- Liability Cap: In no event shall total liability exceed the fees actually paid by you for the Software during the twelve (12) months preceding the claim.
7. Termination
This license shall remain in effect until terminated. Your rights will terminate automatically with or without notice if you fail to comply with any terms of this Agreement or any ancillary agreement executed in connection herewith. Upon termination, you must cease all use and destroy all copies of the Software.
8. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.
9. Severability
If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. Should any provision be held to be illegal, invalid, or unenforceable as being too broad with respect to the duration, scope, or subject matter thereof, such provisions shall be automatically modified to reflect the maximum duration, scope, or subject matter allowable by law.
10. Further Assurances
The parties hereto agree to furnish upon request to each other such further information, to execute and deliver to each other such other documents, and to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.
11. Notices
Any notices or other communications contemplated or required under this Agreement, in order to be valid, shall be in writing and shall be given via personal delivery, or overnight courier, at the address first stated above or at such or at such other addresses (including, but not limited to email addresses) as either party may designate by written notice to the other. Such notices or other communications shall be deemed received when actually delivered (where given via electronic mail, personal delivery, telefax, or overnight courier) or three (3) business days after mailing (where given via U.S. Certified Mail).
12. Counterparts
This Agreement may be executed in counterparts (including by facsimile, PDF or other electronic document), each of which, when signed by any party, is deemed to be an original and all of which, when taken together, shall constitute one and the same instrument enforceable and binding upon the Parties.
13. Prevailing Party Costs
In the event of any arbitration or legal proceeding is brought for the enforcement of this Agreement, or because of an alleged breach, default, or misrepresentation in connection with any provision of this Agreement or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees incurred in connection with such arbitration or legal proceeding.
14. Relationship of Parties
The parties to this Agreement are affiliated companies, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
15. Entire Agreement
This Agreement, together with all addenda and exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter. Amendments must be in writing and signed by both parties.