Terms and Conditions

Software License Agreement

This Software License Agreement (“Software License Agreement”) is made and entered by and between Octed LLC DBA Programmers.AI (alternatively Programmers.IO) (and, depending on the license type as indicated below in Section 1, also may include affiliates Invati Inc. and InfoView Systems Inc.) (“PAI”) a Delaware limited liability company, located at 8951 Cypress Waters Blvd., Suite 160, Dallas, Texas 75019, and the company and/or individual procuring a license to PAI-owned software  (“Company”). PAI and Company are each a “Party” and collectively the “Parties.”

1. AGREEMENT. PAI developed and owns the intellectual property rights to the following software:

Impact Analysis (“iA”)

Green2Glass (“Green2Glass”)

InfoCDC, InfoConnect Hub, InfoRPA, InfoConnect AI, IBMi connectors for Mulesoft and Kafka, and WebTF (together and separately referred to as “InfoConnect Platform”)

(all shall be together and separately referred to as “Software”) that Company desires to license under the terms in this Software License Agreement.  If there is a conflict between this Software License Agreement and the terms of the pricing document executed between the parties (“Order Form”), the Order Form shall rule.

2. LICENSE GRANT AND INTELLECTUAL PROPERTY RIGHTS. Subject to the terms and conditions of this Software License Agreement and in consideration for Company paying, in full, the applicable fees as indicated on the Order Form (“License Fees”),  PAI shall grant to  Company a non-exclusive, non-transferrable, non-sublicensable, revokable, limited  license to use the Software solely for the intended purpose described  in the Order Form (“Software Intended Purpose”) during the period of time indicated on the Order Form (“Term”) (the Software Intended Purpose and the Term together shall constitute the “License Grant”). Any use by Company that exceeds the scope of the License Grant shall be a material breach of this Software License Agreement and, among other rights in equity and law, entitle PAI to immediately terminate this Agreement in accordance with its terms.

• 2.1 Company is fully responsible for ensuring all employee, contractor, agent or designate of Company accessing and/or using the Software (“Users”) adhere to the terms and conditions of this Software License Agreement. Company is fully liable for the acts, errors and omissions of all Users as concerns their use of the Software and their obligations under this Software License Agreement.
• 2.2 PAI, owns all right, title and interest in and to any and all worldwide intellectual property and proprietary rights embodied in the Software, including, without limitation, all patent, trademark and copyright rights to and in the Software.
•  2.3 To the extent that Company owns the rights to the data that Company or the Users input into the Software (“Company Data”), then the Company shall retain such rights. At all times it is the Company’s responsibility to ensure it has a complete, current and accurate back up of all Company Data. Company confirms it owns all right, title and interest to and in the Company Data and has all necessary rights to upload, input and transfer such Company Data vis-à-vis the Software.

 3. LICENSE FEES AND PAYMENT TERMS. All License Fees are non-refundable once paid. Unless otherwise indicated on the Order Form, PAI may increase License Fees by providing Company with thirty (30) days’ notice. Company is fully and solely responsible for all taxes, duties, governmental surcharges and the like that may be imposed in relation to the License Fees, the Software and this Software License Agreement

4. TERM AND TERMINATION. 

• • 4.1 Term. The term shall be as indicated on the Order Form and shall continue unless otherwise terminated by either party in accordance with this Section 4.
  • 4.2 Termination for Breach.  If one Party has a substantiated reason to believe that the other Party is in material breach of this Software License Agreement, then the non-breaching Party may deliver written notice, which should sufficiently detail the alleged breach. The breaching Party shall have thirty (30) days to cure, and the determination of whether it is so cured shall be at the sole discretion of the non-breaching Party. Failure to cure within such timeframe shall give the non-breaching Party the right to immediately terminate this Software License Agreement.
  • 4.3 Termination. Either Party may terminate this Software License Agreement within thirty (30) days written notice to the other party for any reason, provided however that should any Order Form currently be in effect, the terms of this Software License Agreement shall continue until the Order Form expires or terminates in accordance with the terms of the Order Form.
  • 4.4 Effects of Termination. Upon the date on which the Software License Agreement terminates the following shall occur within ten (10) days: (i) all then-owed License Fees shall become immediately due and payable by the Company; (ii) the Company shall return all copies of the Software to PAI and/or uninstall such completely from Company’s’ systems, devices, hosting servers and network; (iii) Company shall cease all usage of and access to the Software and cause all Users to do the same; (iv) Company shall certify  to PAI in writing that the Software is completely removed from Company’s’ systems, devices, hosting servers and network; and, (v) Company shall return to PAI all of PAI’s Information that Company has in its possession and Company must destroy all electronic copies of such, as applicable.

5. INTELLECTUAL PROPERTY INDEMNIFICATION AND LIMITATION OF LIABILITY. Subject to the Limitation of Liability, PAI will defend any claim asserted against Company by a third party alleging that the Software infringes a United States trademark or copyright owned by said third party and will indemnify Company against an actual award of direct damages made against Company in a final judgement by a court of last resort if it is determined by said court that the Software constitutes such an infringement. PAI will not indemnify Company in instances in which Company (1) fails to use the Software in accordance with the terms of this Software License Agreement and any supporting Documentation (2) modifies or has any agent and/or third-party modify the Software in any way (including but not limited to any “custom coding”).

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAI (OR ANY DIRECTOR, EXECUTIVE, AGENT, CONTRACTOR, PARTNER, STAKEHOLDER OR AFFILIATE OF PAI) BE LIABLE TO COMPANY FOR ANY LOST PROFITS, LOSS OF DATA, DOWNTIME, LOST SAVINGS,  INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ANY EXPENSES (INCLUDING ATTORNEYS FEES), OR LOSSES  ARISING OUT OF THIS SOFTWARE LICENSE AGREEMENT OR THE COMPANY’S OR ANY USER’S USE OF OR ACCESS TO THE SOFTWARE, EVEN IF PAI HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL PAI’S TOTAL DAMAGES ARISING OUT OF OR RELATING TO THIS SOFTWARE LICENSE AGREEMENT OR TO THE COMPANY’S OR ANY USER’S USE OF OR ACCESS TO THE SOFTWARE EXCEED AN AMOUNT EQUAL TO THE AMOUNT OF THE FEES PAID BY COMPANY TO PAI IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM GIVING RISE TO SUCH DAMAGES (“LIMITATION OF LIABILITY”).

6. LICENSE TERMS.

• • 6.1 The Parties acknowledge that PAI has extended time and resources into the creation of the Software. PAI is the sole owner of the Software as well as all intellectual property rights to and in the Software, and nothing within this Software License Agreement shall provide Company with any ownership rights to or in the Software. PAI reserves the right to release new versions and bug fixes to the Software at PAI’s exclusive discretion.
  • 6.2 Company shall not and shall not allow others, including, without limitation, any User, to sublicense, transfer, resell, distribute, modify, create derivative works of, copy, in whole or in part, any of the Software or otherwise make the Software available to any third party. Company shall only install and use Software for the Software Intended Purpose and not for any other purpose, and only on the number of systems and/or devices and/or by Users as indicated in Order Form. Company shall not disassemble, decompile or reverse engineer the Software, or any works based on the Software, nor shall Company or any User embed the Software in any way into any third-party software.
  • 6.3 Except for the limited rights specifically granted under this Software License Agreement, PAI reserves all right, title and interest to and in the Software

7. WARRANTIES AND DISCLAIMERS.

7. • 7.1 Each Party represents to the other that it has the full authority and right to enter into this Software License Agreement and to perform its obligations hereunder.
   • 7.2 PAI warrants that during the Term, the Software shall conform, in material aspects to the Software Intended Purpose and that PAI has the necessary rights to grant the License Grant.
   • 7.3 Provided Company is current with the License Fees, PAI shall promptly provide troubleshooting services, maintenance and technical support for the Software during the Term, as may be applicable.
   • 7.4 PAI does not warrant as to the accuracy and/or completeness of Software output created and/or enhanced by the incorporation of Artificial Intelligence (or “AI”), as AI’s accuracy and completeness is dependent entirely on the quality of external data.
   • 7.5 EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN THIS SECTION 7 (1)-(3), PAI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES IMPLIED BY USAGE OF TRADE OR CUSTOM OF DEALING. FURTHER, PAI DOES NOT WARRANT THAT THE SOFTWARE WILL BE VIRUS-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SYSTEM, OR SOFTWARE. PAI DOES NOT WARRANT THAT USE OF OR ACCESS TO THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. CONFIDENTIALITY. Each Party acknowledges that during this Software License Agreement, either Party may disclose to the other Party certain confidential information, including but not limited to: the terms and conditions of this Software License Agreement, each Party’s trade secrets, source code, financial information, and product plans and information, business information and data, pricing terms, and other information which is not commonly known by or available to the public and the disclosing Party regards as proprietary or confidential (collectively, the “Information”).  The receiving Party agrees to keep confidential and not disclose to any third party, without the disclosing Party’s written consent, any Information in its possession. The receiving Party further understands and agrees that misuse and/or disclosure of such Information could adversely affect the disclosing Party’s business.  Accordingly, the receiving Party agrees that, during the term of this Software License Agreement and thereafter, it shall use and reproduce such Information only for purposes of this Software License Agreement and only to the extent necessary for such purpose and shall restrict disclosure of such Information to its employees and agents with a need to know and shall not disclose such Information to any other party or use the Information other than as authorized herein without prior written approval.  The terms of this section shall apply for the Term and after the termination of the Software License Agreement: (a) in the case of trade secrets, for as long as such Information remains a trade secret under applicable law; or (b) in the case of other Information, for a term of five (5) years.  If a receiving Party receives a subpoena or other validly issued administrative or judicial process demanding Information, the receiving Party must promptly notify the disclosing Party and tender to it the defense of that demand. Each Party shall return to the other promptly following termination or expiration of this Software License Agreement any materials containing Information, including summaries or extracts thereof, regardless of form, or shall certify in writing within thirty (30) days of termination or expiration that all such materials, summaries or extracts, in all forms, have been destroyed. The Parties recognize that serious harm could result to a Party and its business if a receiving Party breaches its obligations under this Section.  Therefore, each Party agrees that the disclosing party will be entitled to seek a restraining order, or injunction or other equitable relief if the receiving Party breaches its obligations under this Software License Agreement.

9. NOTICES. The Parties shall give all notices and communications in writing by (i) personal delivery (ii) first-class, registered or certified mail, postage prepaid to the mailing address specified in the recitals of this Software License Agreement, or (iii) electronic mail to the corporate email address indicated for the corresponding signatory in the Order Form. Notice given under this Software License Agreement shall be effective upon receipt.

10. EXPORT COMPLIANCE. Company acknowledges that the Software is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Company shall not, and shall not allow any third-party to, remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof Into (or to a national or resident of) (i) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Company agrees to the foregoing and warrant that Company is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.

11. GOVERNMENT USERS. The Software is commercial computer software. If Company and/or any User is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Software License Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

12. THIRD-PARTY SOFTWARE. If designated in the Documentation, the Software may contain or be provided with certain third-party software (including code which may be made available in source code form). Ownership, use, warranty and modification rights with respect to any such designated Software shall be as expressly set forth in the Documentation.

13. MISCELLANEOUS

• 13.1. Force Majeure.  Except for payment obligations hereunder, neither Party shall be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond such Party’s reasonable control, including, but not limited to, fires, strikes, insurrections, riots, embargoes, pandemics, electronic viruses, worms or corrupting microcode existing in Company’s network, shortage of supply or delay by vendors, a widespread or catastrophic failure of the Internet, or requirements of any governmental authority.  No Party is entitled to terminate this Software License Agreement under Section 4 (Termination) in such circumstances unless such Force Majeure event lasts longer than thirty (30) days, in which case, the Party not claiming Force Majeure may terminate this Software License Agreement by providing written notice to the other Party, noting that all then-outstanding invoices shall become immediately due and payable.
• 13.2. Survival. The Parties obligations that by their nature are reasonably intended to survive, shall survive the termination and/or expiration of this Software License Agreement.
• 13.3. Arbitration. Parties both shall make a good faith effort to settle any claim and dispute (“Claim”) arising under or relating to this Software License Agreement through negotiation. If no settlement is reached after ninety (90) days, Parties agree any Claim shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in Dallas, Texas. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• 13.4. Governing Law. This Software License Agreement shall be governed by the laws of the state of Delaware without its reference to choice of law rules.
• 13.5. Entire Agreement. This Software License Agreement, including the Order Form, and the documentation supporting the specific Software (“Documentation”), and any attachments or exhibits hereto constitute the entire agreement between the Parties concerning the subject matter hereof. All prior agreements, discussions, arrangements, warranties and covenants are merged herein. There are no warranties, representations, covenants or agreements- expressed or implied- between the Parties except those limited warranties that are expressly set forth in this Software License Agreement. Any enforceable amendment must be made in writing and executed by both Parties.
• 13.6. Severability.  If any provision of this Software License Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable and shall not affect the enforceability of the remainder of this Software License Agreement.
• 13.7. Relationship Of Parties. The Parties are independent contractors and neither Party is an employee, agent, joint-venture or partner of the other. Each Parties agrees that it shall not do anything to create a false impression to third parties that it is a partner with, endorsed by or acting on behalf of the other Party.

PAI may revise this Software License Agreement, as well as the Software Support and Maintenance Terms, when necessary (1) to reflect updates to the Software such as adding or retiring features, (2) to address legal, regulatory, or security requirements, or (3) to prevent misuse or harm. PAI will notify Company in advance of any significant changes, except when introducing a new service or feature or when urgent action is required, including responding to legal obligations or stopping ongoing misuse.

In addition to the terms and conditions herein, any support services shall be governed by the Software Support and Maintenance Terms and the Documentation, as applicable to the scope of the Software License Grant to which the Company has obtained.

Octed LLC DBA Programmers.io/ai © December 2025. All Rights Reserved.