End User License Agreement
(EULA)
IMPORTANT: READ CAREFULLY. This End User License Agreement ("Agreement") is a legal contract between Big Hammer.AI ("Licensor") and the entity or person downloading, installing, or using the Software ("Licensee").
BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
1. Grant of License
1.1 Subscription-Based License
Subject to the terms of this Agreement and the timely payment of all applicable subscription fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to install and execute the Software solely within Licensee’s on-premise environment or private cloud.
1.2 Agent-Based Usage & Reporting
The Software is licensed based on the number of "Agentic AI Agents" (autonomous or semi-autonomous entities/workflows) deployed.
- Records: Licensee shall maintain accurate details on the number of Agents in use across the organization.
- Limits: Licensee shall not exceed the agent count specified in the applicable Order Form without paying additional fees.
2. Subscription Termination & Mandatory Deletion
2.1 Termination for Non-Payment or Expiration
This license is contingent upon an active, paid subscription. All rights granted herein shall immediately terminate upon:
- Expiration of the Subscription Term without renewal.
- Lapse or failure to make payment as required under the governing contract.
2.2 Mandatory Deletion Requirement
Immediately upon termination or expiration of the subscription for any reason, Licensee shall:
- Cease all use of the Software and all Agentic AI Agents.
- Permanently delete and destroy all copies of the Software and all Agents from all on-premise servers, private clouds, and backup media.
- Certify in Writing: Within ten (10) business days, an officer of the Licensee must provide a signed letter to Big Hammer.AI certifying that all instances of the Software and Agents have been destroyed.
3. Intellectual Property Rights (IPR)
3.1 Ownership
The Software is licensed, not sold. Big Hammer.AI retains all right, title, and interest in and to the Software, including all patents, copyrights, trade secrets, trademarks, and other intellectual property rights.
3.2 Agent Logic and Improvements
Any modifications, configurations, or "Agent Logic" developed using the Software’s proprietary frameworks remain the property of the Licensor. If Licensee provides any feedback or suggestions ("Feedback"), Licensee grants Licensor a perpetual, irrevocable, worldwide, royalty-free license to incorporate such Feedback into the Software.
4. Confidentiality
4.1 Definition
"Confidential Information" includes the Software (source/object code), documentation, pricing, and any technical or business information disclosed by Big Hammer.AI.
4.2 Protection Obligations
Licensee shall use at least reasonable care to prevent unauthorized disclosure of Confidential Information and shall only disclose it to employees with a strict "need to know" who are bound by written confidentiality obligations.
5. Indemnification
5.1 Licensee Indemnity
Licensee shall defend, indemnify, and hold harmless Big Hammer.AI and its officers, directors, and employees from and against any and all third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Misuse of Software: Any use of the Software or Agents by Licensee in violation of this Agreement.
- Agent Outputs: Any actions, decisions, or damages caused by autonomous Agents deployed by Licensee.
- Data Violation: Any claim that Licensee's data or the use of the Software with Licensee's data infringes the rights of a third party or violates applicable law.
6. Audit Rights
Licensor, or an independent third party, shall have the right, upon fifteen (15) days’ written notice, to conduct a reasonable audit of Licensee’s records and environment to verify compliance with agent counts and deletion requirements. If an audit reveals an underpayment of more than 5%, Licensee shall pay the unpaid fees plus the reasonable costs of the audit.
7. Limited Warranty and Disclaimers
7.1 Limited Performance Warranty
Licensor warrants that for thirty (30) days from initial download, the Software will perform substantially in accordance with its documentation. Licensee’s sole remedy is repair or a prorated refund, at Licensor’s discretion.
7.2 Agentic AI Disclaimer
"AS-IS" OUTPUTS: Big Hammer.AI does not warrant the accuracy, reliability, or safety of autonomous actions taken by Agents. Licensee assumes all risk for the autonomous decisions made by Agents within Licensee's environment.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIG HAMMER.AI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. Licensor’s total aggregate liability shall not exceed the total amount paid by Licensee for the subscription in the twelve (12) months preceding the claim.
9. Force Majeure
Big Hammer.AI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or failures of internet service providers or cloud infrastructure providers.
10. Open Source & Export Controls
10.1 Open-Source Usage
The Software may contain Open-Source components governed by their respective licenses, available in the Software's legal directory.
10.2 U.S. Export Controls
Licensee acknowledges the Software is subject to U.S. Export Administration Regulations (EAR). Licensee warrants it is not located in an embargoed country and will not export or use the Software for prohibited end-uses.
11. Governing Law
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.