License Agreement

[DRAFT] Welcome to the License Agreement page. This document outlines the terms and conditions for using our services.

Please review this agreement carefully. By using our platform, you agree to the terms and conditions outlined herein.

Protektant Click-Wrap Software License Agreement

Effective Date: [Auto-populated on acceptance]

BY CLICKING “I AGREE”, CHECKING A BOX INDICATING ACCEPTANCE, OR USING THE PROTEKTANT PLATFORM, YOU (“CLIENT”) ACCEPT AND AGREE TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) WITH TRADITIONAL KNOWLEDGE INC. (D/B/A PROTEKTANT) (“PROVIDER”). IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

1. DEFINITIONS

• “Platform” or “Software” means the Protektant web platform and any related apps, APIs, or documentation.
• “Authorized Users” means Client’s employees, contractors, or agents registered to use the Platform.
• “Project” means the project or initiative for which you are using Protektant.
• “Honoraria” means payments made to Indigenous contributors for knowledge sharing via the Platform.

2. LICENSE & USE

• 2.1 Limited License: Provider grants Client a non-exclusive, non-transferable, revocable license to access and use the Platform for the Project during the Term.
• 2.2 Restrictions: Client may not reverse-engineer, sublicense, or use the Platform for unauthorized purposes.
• 2.3 Data Sovereignty: Client data will be hosted in the selected jurisdiction (see your project settings). Provider will not move data outside that region without notice.

3. FEES & BILLING

• 3.1 Subscription Fee: Client agrees to pay the subscription fee displayed during signup or as stated in their enterprise quote, in U.S. Dollars (USD).
• 3.2 Pilot Pricing (if applicable): If on a pilot, fees and conversion credits will be clearly stated. Pilot fees may be credited to first-year license upon upgrade within 30 days of pilot completion.
• 3.3 Honoraria/Pass-Through: Client is responsible for all honoraria and third-party costs incurred via the Platform, billed at cost.
• 3.4 Late Payments: Overdue amounts may accrue interest at 1.5% per month or the maximum allowed by law.

4. TERM & TERMINATION

• 4.1 Term: This Agreement remains in force until the earlier of termination by either party or as specified in your project subscription.
• 4.2 Renewal: Unless otherwise stated, subscriptions renew automatically unless cancelled in accordance with Platform procedures.
• 4.3 Termination for Cause: Either party may terminate for material breach after 30 days’ notice and opportunity to cure.
• 4.4 Data Export: Upon termination, Client may export their data for 30 days.

5. SERVICE LEVEL & DOWNTIME

• 5.1 Early Stage Notice: Protektant is a rapidly evolving platform; occasional outages or bugs may occur.
• 5.2 Downtime Credits: If any unscheduled outage exceeds eight (8) consecutive hours, Client will receive a pro-rated credit for the affected period.
• 5.3 Support: Clients receive founder-level support and priority triage.
• 5.4 Planned Maintenance: Scheduled maintenance will be announced in advance when practical.

6. DATA, PRIVACY & SOVEREIGNTY

• 6.1 Client Data: Client retains all rights to their data and Indigenous knowledge contributed via the Platform.
• 6.2 Indigenous Data Sovereignty: Indigenous contributors’ knowledge remains under their control, with privacy and masking options provided.
• 6.3 Confidentiality: Both parties will protect each other’s confidential information.

7. LIMITATION OF LIABILITY

• 7.1 No Indirect Damages: Neither party is liable for indirect, incidental, special, or consequential damages.
• 7.2 Cap: Provider’s total liability is limited to amounts paid by Client in the prior 12 months.
• 7.3 Indemnity: Client indemnifies Provider for any third-party claims arising from use, including those by Indigenous contributors.

8. EXCLUSIVITY & PUBLICITY

• 8.1 Exclusivity: While subscribed, Client agrees to use Protektant as their exclusive platform for Indigenous engagement and compliance for the specified Project.
• 8.2 Publicity: Provider may reference Client’s name and non-confidential project details in marketing, subject to prior review if requested.

9. GENERAL

• 9.1 Assignment: Client may not assign rights or duties under this Agreement without Provider’s written consent.
• 9.2 Governing Law: This Agreement is governed by the laws of [Jurisdiction].
• 9.3 Notices: Official notices must be sent via email to the addresses on file.
• 9.4 Entire Agreement: This Agreement is the entire agreement and supersedes prior understandings.

BY CLICKING “I AGREE” OR OTHERWISE ACCEPTING, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION. IF YOU DO NOT ACCEPT, DO NOT USE THE PLATFORM.