End User License Agreement

Introduction

This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you, either an individual or a legal entity ("you" or "Licensee"), and SpiceLogic Inc. ("SpiceLogic," "we," "us," or "our") for the use of SpiceLogic software products and related materials.

This Agreement applies to SpiceLogic desktop software products, including decision analysis software such as AHP Software, Decision Tree Software, and related products, as well as developer tools and components such as the .NET WinForms HTML Editor control, the WPF HTML Editor control, and associated documentation, license keys, updates, support materials, and online content (collectively, the "Software").

By installing, copying, accessing, or otherwise using the Software, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.

The Software is licensed, not sold. SpiceLogic and its licensors retain all ownership, copyright, and other intellectual property rights in and to the Software.

1. License Grant

1.1 Limited License

Subject to your compliance with this Agreement, SpiceLogic grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software for your internal personal, educational, or business purposes, in accordance with the license type you purchased or were otherwise granted.

1.2 Trial License

If the Software is provided as a trial or evaluation version, you may use it solely for evaluation purposes during the permitted evaluation period. Trial versions may include time limits, feature limits, notices, or other restrictions. Continued use after the evaluation period requires purchase of a valid license.

1.3 Perpetual Commercial License

Unless otherwise expressly stated at the time of purchase, commercial licenses for the Software are perpetual licenses. A perpetual license allows you to continue using the version of the Software you were licensed to use indefinitely, subject to this Agreement.

1.4 Subscription for Updates and Support

Your purchase may include a limited period of updates and technical support, such as 12 months from the date of purchase, if stated in your order, invoice, product page, or license terms. After that period ends, you may continue using the last version you were entitled to receive, but continued access to future updates, upgrades, or support may require renewal.

1.5 Seat and Installation Scope

Your use of the Software is limited by the license scope purchased, such as single-user, multi-user, team, classroom, enterprise, site, or developer license. Unless your order states otherwise, a single-user license is intended for use by one natural person. You may install the Software on multiple devices used by that same licensed user, provided the Software is not used by more users than the number of licenses purchased.

2. Developer Components and Redistribution

2.1 Use in Your Applications

If the Software includes developer components, controls, libraries, SDKs, or similar tools, including the .NET WinForms HTML Editor control or the WPF HTML Editor control, you may use them to develop your own applications.

2.2 Redistribution of Compiled Applications

Subject to this Agreement, you may distribute your own compiled applications that incorporate the Software, solely as an embedded part of your application and not as a standalone product, reusable component, SDK, source package, template, toolkit, or competing service.

2.3 No Standalone Redistribution

You may not:

• Redistribute the Software as a standalone control, library, package, NuGet package, toolkit, or developer component
• Expose all or a substantial portion of the Software for use by third parties as part of a competing SDK, framework, or platform
• Use the Software to create a product whose primary value is substantially similar to the Software itself
• Distribute any license key, activation data, or other licensing credential to any third party except as expressly authorized by SpiceLogic

3. Restrictions

You may not, and may not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent such restriction is prohibited by applicable law
• Modify, adapt, translate, or create derivative works of the Software except as expressly permitted by applicable law
• Rent, lease, lend, sell, sublicense, assign, publish, or otherwise transfer the Software except as expressly permitted under this Agreement
• Remove, alter, or obscure any copyright, trademark, license, or other proprietary notice
• Use the Software in violation of applicable law or regulation
• Use the Software to develop, market, or support a competing product where the Software itself or its protected design, functionality, or embedded assets are copied or repackaged
• Bypass, disable, defeat, or attempt to defeat any licensing, activation, usage limitation, or technical protection measure included in the Software

4. Ownership and Intellectual Property

The Software is protected by copyright laws, international treaties, and other intellectual property laws and treaties. SpiceLogic and its licensors retain all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, trademarks, service marks, and other proprietary rights.

This Agreement does not grant you any ownership interest in the Software or any right to use SpiceLogic trademarks, trade names, logos, or branding except as necessary to identify the Software lawfully.

5. Activation, Verification, and License Enforcement

The Software may require a valid license key, activation, account verification, machine identification, online verification, or similar measures to confirm licensed use. You agree not to interfere with or circumvent such measures.

We reserve the right to suspend, block, or revoke licenses obtained or used in violation of this Agreement, including in cases of fraud, unauthorized sharing, chargeback abuse, or material breach.

6. Updates, Changes, and Discontinuation

SpiceLogic may provide updates, bug fixes, patches, enhancements, security fixes, or new versions at its discretion. Nothing in this Agreement obligates SpiceLogic to continue offering any particular feature, version, functionality, or support period, unless separately agreed in writing.

We may modify, replace, or discontinue parts of the Software or related online services at any time. Any update or supplemental software provided by SpiceLogic is governed by this Agreement unless accompanied by separate license terms.

7. Data, Connectivity, and Privacy

Some Software features may operate entirely on your local machine, while other features may require internet connectivity. If the Software checks for updates, validates licenses, sends crash reports, receives feedback, or accesses online services, it may transmit limited technical or operational information necessary to provide those functions.

Unless expressly stated by us for a given feature, SpiceLogic does not claim ownership of your project files, business data, decision models, or documents created using the Software. You remain responsible for your own data, backups, security, and legal compliance in connection with your use of the Software.

Our handling of personal information, if any, is governed by our Privacy Policy.

8. AI or Third-Party Service Features

Certain products or features may now or in the future integrate with artificial intelligence services, cloud APIs, or third-party platforms. Such features may be subject to additional requirements, third-party terms, usage quotas, connectivity needs, pricing changes, or service availability limits.

Any AI-assisted or automatically generated output is provided for convenience only. You remain solely responsible for reviewing, validating, and deciding whether to rely on any such output. The Software is a decision-support or content-editing tool, not a substitute for legal, financial, medical, engineering, regulatory, or other professional judgment.

9. Academic and Educational Use

If you purchase or receive an academic, classroom, student, faculty, or educational license, your use is limited to the scope, eligibility, and purpose applicable to that license type. SpiceLogic may require reasonable verification of eligibility.

Academic pricing or classroom licensing does not transfer commercial ownership rights beyond the scope expressly granted.

10. Refunds

Because many SpiceLogic products are offered with a trial, demonstration, screenshots, documentation, or other means of prior evaluation, all purchases are generally final once a license key or other licensing entitlement has been issued, except where a refund is required by law or expressly approved by SpiceLogic in writing.

Any exception, grace period, or courtesy refund offered in one case does not create an obligation to provide refunds in other cases.

11. Support Services

If support is included with your purchase or subscription, support is provided on a commercially reasonable, best-efforts basis. Support does not include custom development, consulting, guaranteed response times, guaranteed bug fixes, or compatibility changes for third-party environments unless separately agreed in writing.

Any code snippets, workarounds, examples, updates, or supplemental materials provided by SpiceLogic as part of support are considered part of the Software and governed by this Agreement unless stated otherwise.

12. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPICELOGIC DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

YOU ASSUME THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPICELOGIC OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SPICELOGIC FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO SPICELOGIC FOR THE SOFTWARE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The limitations in this section apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and apply even if any limited remedy fails of its essential purpose, except to the extent prohibited by law.

14. Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless SpiceLogic and its officers, directors, employees, contractors, and licensors from and against claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising from your misuse of the Software, your violation of this Agreement, or your violation of applicable law or third-party rights.

15. Term and Termination

This Agreement remains in effect until terminated. Your rights under this Agreement will terminate automatically if you fail to comply with any term of this Agreement.

Upon termination, you must stop using the Software and destroy or delete all copies of the Software, documentation, license keys, and related materials in your possession or control, except for copies that must be retained by law.

Sections that by their nature should survive termination, including sections relating to ownership, restrictions, disclaimers, limitation of liability, indemnity, governing law, and general provisions, shall survive termination.

16. Export Compliance and Sanctions

You agree to comply with all applicable export control, sanctions, and trade laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any prohibited country or restricted party, and that you will not use, export, re-export, or transfer the Software in violation of applicable law.

17. Government and Regulated Use

Unless expressly stated otherwise in writing by SpiceLogic, the Software is provided as a general commercial software product. You are solely responsible for determining whether the Software is suitable for any regulated, safety-critical, legal, medical, financial, governmental, or compliance-sensitive use case.

No output, recommendation, or content generated by the Software should be treated as legal advice, medical advice, investment advice, or any other professional advice.

18. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

Subject to applicable law, the courts located in Ontario, Canada shall have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and you consent to the personal jurisdiction and venue of those courts.

19. General Provisions

19.1 Entire Agreement

This Agreement constitutes the entire agreement between you and SpiceLogic regarding the Software and supersedes all prior or contemporaneous agreements, understandings, and communications relating to the Software, except for any separate written enterprise, reseller, or volume licensing agreement signed by SpiceLogic.

19.2 Severability

If any provision of this Agreement is held unenforceable or invalid, that provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect.

19.3 Waiver

Failure by SpiceLogic to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

19.4 Assignment

You may not assign or transfer this Agreement or any license granted under it without prior written consent from SpiceLogic. SpiceLogic may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.

19.5 Changes to this Agreement

SpiceLogic may update this Agreement from time to time by posting a revised version on its website or within the Software. The version in effect at the time of your acquisition or authorized update of the Software will apply to that use, unless a newer version is accepted by you or required for new services or features.

20. Contact Information

If you have questions regarding this Agreement, please contact us: