Copyright © 2025 Interspire 2023 LLC (referred to as Interspire from here on in) – All Rights Reserved.
Effective Date: May 30th, 2025
This Software License and End User Agreement (“Agreement”) is entered into by and between INTERSPIRE 2023 LLC (“Interspire”), located at 6586 W. Atlantic Ave #1106, Delray Beach, FL 33446 USA, and the purchaser or user (“Customer”) of the Interspire software product (“Software”).
By purchasing, downloading, installing, or using the Software, the Customer agrees to be bound by the terms of this Agreement.
1. Definitions
- “Software” refers to the licensed Interspire application, including source code, scripts, updates, modifications, and related documentation.
- “Customer” refers to the individual or entity that has purchased or is using the Software.
- “System” means the specific deliverable purchased and deployed by Customer.
2. Grant of License
2.1 Interspire grants Customer a non-exclusive, non-transferable, perpetual license to install and use one instance of the Software on a single server, solely for Customer’s internal business use. This license applies only to the version of the Software available at the time of purchase, along with any updates made available and downloaded by the Customer during an active maintenance period. This license does not include rights to future versions released outside the maintenance term.
2.2 All rights not expressly granted are reserved to Interspire.
3. Use Restrictions
3.1 Customer shall not:
- Distribute, sublicense, rent, lease, or otherwise make the Software available to any third party, except where the Software is used to provide a service to clients through Customer-operated campaigns, systems, or interfaces. Clients may access the Software remotely via Customer-hosted systems, but may not install or host the Software on their own infrastructure.
- Host the Software for use by third parties unless separately licensed. This restriction does not prohibit offering services to multiple clients from a single, Customer-hosted instance of the Software. However, hosting separate, dedicated instances for multiple clients—such as in a one-instance-per-customer model—requires explicit licensing for each instance.
- Modify, adapt, or create derivative works of the Software for resale or external distribution.
- Remove or alter any proprietary notices.
- Use the Software to send spam or unsolicited bulk email.
- Extract, replicate, or repurpose source code or logic to develop competing products.
4. Ownership and Intellectual Property
4.1 Interspire retains all right, title, and interest in and to the Software and its intellectual property.
4.2 The Software is licensed, not sold.
5. Modifications and Copies
5.1 Customer may make archival copies of the Software.
5.2 Customer may modify the source code for internal use only. Modifications void all warranties and support obligations.
6. Audit Rights
6.1 Interspire may audit Customer’s use of the Software upon reasonable notice, not more than once per year.
7. Warranties and Disclaimers
7.1 Interspire warrants the executable code of the Software will perform substantially according to documentation for the duration of the system warranty period.
7.2 The source code is provided “as is” with no warranties.
7.3 Interspire disclaims all implied warranties, including merchantability and fitness for a particular purpose.
8. Indemnification
8.1 Interspire shall indemnify Customer against third-party claims that the Software infringes intellectual property rights.
8.2 Customer shall indemnify Interspire for claims arising from misuse or unauthorized distribution of the Software.
8.3 Each party may participate in the defense and shall not settle claims without written consent.
8.4 Notwithstanding anything to the contrary, the total cumulative liability of either party under this Section 8 shall not exceed the amount of license fees paid by Customer to Interspire.
9. Limitation of Liability
9.1 Interspire’s total liability under this Agreement shall not exceed the amount of license fees actually paid by Customer.
9.2 Interspire shall not be liable for indirect, incidental, special, or consequential damages, including loss of profits or data.
10. Termination
10.1 Interspire may terminate this Agreement upon breach.
10.2 Upon termination, Customer must immediately cease all use and destroy all copies of the Software.
10.3 No refunds or credits shall be due upon termination.
11. Governing Law
11.1 This Agreement is governed by the laws of the State of Florida.
11.2 All disputes shall be resolved in the courts located in Palm Beach County, Florida.
12. Acceptance
By purchasing, downloading, installing, or using the Software, Customer acknowledges having read and understood this Agreement and agrees to be bound by its terms.