Machinechat Software License Agreement (EULA)
Revision Date: June 16, 2026
Read This First
Machinechat's software is built to make data collection, dashboards, monitoring, reporting, prototyping, and managing physical systems faster and simpler.
It is not built, tested, certified, or priced for high-risk, safety-critical, regulated, mission-critical, healthcare, closed-loop, autonomous-control, or fail-safe use.
By selecting AGREE & CONTINUE, installing, activating, accessing, or using the Software, you agree to this Agreement.
If you do not agree, select EXIT JEDI. Do not install, activate, access, or use the Software.
Key Terms
These key terms are part of this Agreement. The full terms below control if there is any inconsistency.
The Software is licensed, not sold.
The Software is provided AS IS and AS AVAILABLE, with no warranties.
You decide if the Software is fit for your use.
You are responsible for your systems, hardware, data, backups, users, settings, rules, alerts, actions, outputs, integrations, and results.
Do not use the Software for closed-loop control, autonomous control, safety functions, mission-critical systems, healthcare, regulated use, or any high-risk use.
Do not use the Software where a software error, delay, wrong value, missed alert, wrong action, failed action, data loss, security issue, misconfiguration, or system failure could cause death, injury, property damage, environmental harm, legal exposure, business interruption, money loss, data loss, or reputational harm.
No reverse engineering, copying, license sharing, license bypassing, resale, service-bureau use, or unauthorized distribution.
Partner, reseller, distributor, OEM, marketplace, kit, or bundle terms do not expand Machinechat's warranties, support duties, or liability.
Support, updates, feature availability, product availability, and long-term maintenance are not guaranteed unless Machinechat expressly agrees in writing.
Machinechat's total liability is limited to the Machinechat Software Fee for the specific Software license, feature, module, activation, update, support item, or service that gave rise to the claim.
Disputes are resolved by binding individual arbitration, except for small-claims matters and certain court claims described below.
1. Definitions
Agreement means this Machinechat Software License Agreement, including any product-specific terms, license record, order confirmation, documentation, or addendum that Machinechat provides or references.
Machinechat, we, us, or our means Machinechat LLC, a California limited liability company.
You or your means the individual who accepts this Agreement. If that individual accepts this Agreement for a company, school, lab, government agency, or other organization, then you also means that organization.
Software means the Machinechat software product, application, executable, agent, service, server, client, module, feature, feature license, activation, update, upgrade, patch, release, script, plug-in, connector, API, sample, simulator, template, dashboard component, documentation, and related materials that Machinechat provides and that reference this Agreement. This includes Machinechat JEDI and any other Machinechat software product that is provided with or under this Agreement.
License Record means the license key, activation record, order confirmation, invoice, receipt, product page, quote, partner record, entitlement record, or other record that states the Software, edition, feature, device, user, activation, term, support, or usage rights you purchased or received.
Authorized User means you, your employees, and your contractors who need to use the Software for your internal purposes and who are bound by terms at least as protective of Machinechat as this Agreement.
Device means a physical or virtual computer, server, gateway, single-board computer, embedded computer, or other machine where the Software is installed, activated, or run.
Machinechat Software Fee means the net amount paid or payable to Machinechat for the specific Software license, edition, feature, module, activation, update, support item, or service that gave rise to a claim, after discounts, credits, refunds, rebates, and chargebacks, and excluding taxes, shipping, handling, hardware, third-party products, partner services, installation, training, integration, customization, professional services, marketplace fees, distributor margins, reseller margins, OEM margins, partner markups, and all other non-Machinechat software charges.
High-Risk Use has the meaning given in Section 5.
Machinechat Parties means Machinechat and its owners, officers, directors, managers, employees, contractors, agents, affiliates, licensors, suppliers, service providers, and authorized distribution partners, but only with respect to claims arising from the Software and not from a partner's separate hardware, services, support, or commitments.
2. Acceptance and Authority
You accept this Agreement when you do any of the following:
Select I Agree, Agree & Continue, or a similar button or checkbox.
Install, activate, access, run, or use the Software.
Use a license key, activation code, feature license, update, upgrade, or support service.
Allow another person to use the Software on your behalf.
You confirm that you are at least 18 years old and have legal authority to accept this Agreement.
If you accept this Agreement for an organization, you confirm that you have authority to bind that organization. If you do not have that authority, you must not install, activate, access, or use the Software for that organization.
Your electronic acceptance has the same effect as a signed written agreement.
3. License Grant
Subject to this Agreement and your License Record, Machinechat grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install, activate, access, and use the Software during the applicable license term for your internal business, engineering, development, testing, monitoring, evaluation, educational, lab, or personal purposes.
The scope of your license is limited by your License Record. This may include limits on edition, features, modules, activations, Devices, users, data sources, metrics, dashboards, actions, support, time period, or other usage limits.
Unless your License Record says otherwise:
Each license key may be activated on one Device only.
Node-locked licenses are tied to the Device on which they are activated.
A license key may not be shared, transferred, published, resold, rented, leased, sublicensed, reassigned, or used to activate the Software on another Device.
A local network interface may be accessed only by Authorized Users for your internal use.
All rights not expressly granted to you are reserved by Machinechat.
4. Ownership
The Software is licensed, not sold.
Machinechat and its licensors own all right, title, and interest in and to the Software, including all intellectual property rights, copyrights, trade secrets, know-how, methods, workflows, designs, interfaces, algorithms, license systems, activation systems, documentation, and related materials.
You do not acquire ownership of the Software by buying a license key, activating the Software, using the Software, receiving support, submitting feedback, or paying any fee.
You may not remove, hide, change, or alter any copyright notice, trademark notice, license notice, disclaimer, warning, attribution, or proprietary notice in or with the Software.
5. Prohibited High-Risk Use
The Software is not designed, tested, hardened, validated, certified, insured, or warranted for High-Risk Use.
High-Risk Use means any use where a software error, delay, wrong value, missed alert, wrong notification, wrong report, wrong output, wrong action, failed action, unauthorized action, data loss, data corruption, security issue, misconfiguration, user error, hardware failure, network failure, or system failure could reasonably lead to or contribute to any of the following:
Death, personal injury, bodily injury, illness, or physical harm.
Property damage.
Environmental harm.
Damage to equipment, machines, vehicles, robots, drones, actuators, test systems, production systems, or physical infrastructure.
Business interruption, downtime, lost production, lost revenue, lost profit, lost savings, lost opportunities, replacement costs, procurement costs, or other economic loss.
Data loss, data corruption, loss of records, loss of evidence, or loss of audit data.
Legal exposure, regulatory exposure, compliance failure, fines, penalties, sanctions, or loss of certification.
Reputational harm.
Failure of a safety, emergency, security, or control function.
You must not use the Software for any High-Risk Use.
Without limiting the above, you must not use the Software:
In closed-loop control, autonomous control, or unattended control of physical systems where failure could cause harm.
As a safety controller, safety monitor, emergency shutdown system, alarm-of-record system, fail-safe system, interlock system, certified control system, or emergency response system.
In mission-critical systems, safety-critical systems, life-critical systems, or fail-safe systems.
In healthcare, patient care, medical devices, diagnosis, treatment, patient monitoring, clinical decisions, pharmaceutical quality systems, or any medical or healthcare workflow.
In any regulated application or regulated system that requires certification, validation, auditability, regulatory approval, regulatory reporting, quality-system compliance, or safety integrity.
In aviation, aerospace, rail, road vehicle control, marine navigation, drones, robots, weapons, nuclear, hazardous materials, emergency services, critical infrastructure, power-grid control, or similar environments where failure could cause harm.
As the sole or primary way to prevent harm, detect harm, avoid loss, trigger emergency response, meet a legal duty, or satisfy a regulatory obligation.
If you choose to connect the Software to sensors, actuators, controllers, devices, boards, machines, robots, drones, gateways, programmable logic controllers, data acquisition devices, Modbus devices, LabJack devices, scripts, plug-ins, APIs, AI agents, or other systems, you are solely responsible for using independent safeguards, certified control systems, validated monitoring systems, human review, backups, fail-safes, alarms, interlocks, and emergency procedures appropriate for your use.
The price of the Software reflects this allocation of risk.
6. Other Use Restrictions
You must not, and must not allow anyone else to:
Copy the Software except as reasonably needed to install and back up your licensed copy.
Modify, adapt, translate, or create derivative works of the Software.
Reverse engineer, decompile, disassemble, decode, inspect, derive, or attempt to discover the source code, object code, structure, algorithms, protocols, license systems, activation systems, or underlying ideas of the Software, except to the limited extent applicable law expressly prohibits this restriction.
Bypass, disable, defeat, tamper with, spoof, or work around any license key, activation, node-locking, entitlement, usage limit, security feature, or technical protection.
Share, publish, rent, lease, lend, sell, resell, sublicense, transfer, distribute, host, or make available the Software, a license key, or activation credentials to any third party.
Use the Software as a service bureau, managed service, hosted service, SaaS service, time-sharing service, outsourced service, or public-facing service for third parties unless Machinechat expressly permits it in writing.
Use the Software to develop, test, benchmark, train, or improve a competing product or service.
Use the Software in a way that violates law, infringes third-party rights, misappropriates data, violates privacy rights, or violates export-control or sanctions rules.
Use the Software to transmit malware, malicious code, unlawful data, or unauthorized commands.
Use the Software outside the license scope, edition, feature limits, Device limits, user limits, activation limits, or other limits in your License Record.
Remove or alter warnings, notices, disclaimers, or license screens.
Use the Software after your license term ends, your trial expires, or Machinechat terminates your license.
These restrictions are material conditions of the license.
7. Trials, Betas, Previews, Evaluation Licenses, and No-Charge Licenses
Machinechat may provide trial, beta, preview, evaluation, sample, educational, not-for-resale, promotional, or no-charge licenses.
These licenses are for evaluation only unless Machinechat states otherwise in writing.
Machinechat may limit, change, disable, or end these licenses at any time. They may contain errors, incomplete features, usage limits, telemetry, watermarks, reduced performance, or other limits.
Do not use trial, beta, preview, evaluation, sample, educational, not-for-resale, promotional, or no-charge Software in production or for High-Risk Use.
No support, updates, upgrades, maintenance, uptime, continuity, feature availability, compatibility, data retention, or migration path is promised for these licenses.
If no fee was paid or payable to Machinechat for the specific item that gave rise to a claim, Machinechat's total aggregate liability will not exceed one hundred U.S. dollars (US $100).
8. Partner, Distributor, Reseller, OEM, Marketplace, and Kit Sales
You may receive the Software directly from Machinechat or through a distributor, reseller, OEM, marketplace, hardware manufacturer, kit provider, system integrator, consultant, or other partner.
Those third parties are independent from Machinechat. They are not authorized to change this Agreement, waive this Agreement, expand Machinechat's warranties, increase Machinechat's liability, create support duties for Machinechat, or make promises on Machinechat's behalf.
If the Software is included with hardware, a development board, evaluation board, gateway, sensor, actuator, robot, drone, machine, appliance, rapid prototyping kit, rapid solution kit, bundled product, branded package, partner service, or custom solution, this Agreement applies only to the Machinechat Software.
Machinechat is not responsible for third-party hardware, boards, sensors, gateways, actuators, machines, robots, drones, partner services, partner support, partner documentation, integration work, installation work, field deployment, configuration, training, customer systems, bundle pricing, resale pricing, refunds, warranties, partner claims, partner statements, partner errors, partner omissions, or partner commitments.
For Software obtained through a partner, the Machinechat Software Fee is the net amount paid or payable to Machinechat by that partner for the specific Machinechat Software license, edition, feature, module, activation, update, support item, or service that gave rise to the claim. It is not the amount you paid to the partner and does not include partner markup, hardware, third-party software, services, support, taxes, shipping, handling, or other bundle charges.
If a partner gives you rights that conflict with this Agreement, those rights do not bind Machinechat unless Machinechat expressly agrees in a separate written agreement signed by an authorized officer of Machinechat.
9. Activation, License Keys, and License Checks
The Software may require a license key, activation code, account, entitlement, or license check.
Activation may require a one-time or recurring internet connection to Machinechat or a Machinechat-authorized license system. Some licenses may operate without internet access after activation. Machinechat does not guarantee that all editions, features, license types, updates, or support options will operate without internet access.
The Software may generate, process, store, or transmit license-related information, including license key, activation status, product version, feature entitlement, activation date, support status, Device identifier, hashed hardware identifier, account identifier, and similar technical information.
You must keep license keys, activation credentials, and entitlement information confidential.
You are responsible for all use of your license keys and activations.
Machinechat may disable, suspend, or terminate license keys, activations, or entitlements that Machinechat reasonably believes are lost, stolen, shared, copied, transferred, abused, unpaid, refunded, charged back, fraudulent, used outside the license scope, or used in breach of this Agreement.
10. Updates, Upgrades, Features, Support, and End of Life
Machinechat may provide updates, upgrades, patches, fixes, new versions, new features, feature changes, documentation changes, or support at its discretion.
Machinechat is not required to provide any update, upgrade, patch, fix, new version, new feature, compatibility update, migration path, support, maintenance, training, or long-term product availability unless Machinechat expressly agrees in writing.
A perpetual, lifetime, or one-time license means the license term stated in your License Record. It does not mean perpetual support, perpetual updates, perpetual upgrades, perpetual compatibility, perpetual activation services, perpetual downloads, perpetual feature availability, or perpetual product availability.
Machinechat may charge for upgrades, major versions, feature licenses, support plans, training, professional services, custom work, license transfers, replacement licenses, or extended maintenance.
Machinechat may modify, suspend, remove, discontinue, rename, replace, or end any Software, edition, feature, module, support option, license type, activation method, documentation, or product line at any time.
Updates and upgrades may be subject to new or additional terms. If you do not accept those terms, you may not be able to use that update, upgrade, feature, support item, or version.
11. Data, Backups, Security, and System Responsibility
You own your data. Machinechat does not claim ownership of data you collect, store, import, generate, analyze, display, or export using the Software.
You are solely responsible for:
Deciding what data to collect, store, process, display, transmit, retain, delete, export, or share.
Data accuracy, completeness, timeliness, formatting, retention, deletion, backup, restore, migration, audit, and legal compliance.
System architecture, hardware selection, storage media, wear leveling, power protection, network design, firewall rules, access controls, passwords, certificates, TLS configuration, user roles, physical security, and operational security.
Testing the Software with your hardware, sensors, devices, gateways, data sources, scripts, plug-ins, dashboards, reports, rules, alerts, notifications, actions, and integrations before use.
Monitoring storage use, disk wear, log growth, data volume, CPU use, memory use, uptime, network access, and system health.
Maintaining independent backups and restore procedures.
Complying with all laws, regulations, contracts, industry standards, privacy duties, data protection duties, security duties, employment rules, and customer commitments that apply to your data and systems.
Machinechat is not your data backup provider, disaster recovery provider, data processor, compliance provider, safety provider, security provider, or system integrator unless Machinechat expressly agrees in a separate written agreement.
Do not provide Machinechat with confidential, sensitive, regulated, classified, export-controlled, personal, health, payment-card, financial, biometric, or other protected data unless Machinechat expressly requests it for support and you have the right to provide it.
If you send logs, debug dumps, samples, screenshots, configuration files, databases, CSV files, data exports, prompts, outputs, or other materials to Machinechat for support or analysis, you grant Machinechat the right to use, copy, process, store, transmit, and analyze those materials to provide support, improve the Software, diagnose issues, develop fixes, and protect Machinechat's rights.
You are responsible for removing or masking data that you do not want to share with Machinechat.
12. Alerts, Reports, Rules, Actions, Controls, Scripts, Plug-ins, and Integrations
The Software may include or interact with dashboards, controls, rules, schedules, alerts, notifications, emails, SMS, Telegram messages, reports, Modbus actions, LabJack actions, scripts, plug-ins, APIs, custom decoders, external applications, MQTT brokers, HTTP endpoints, TCP endpoints, serial ports, Node-RED flows, LoRaWAN systems, databases, files, AI tools, and other integrations.
These features are tools. They are not safety systems.
Machinechat does not guarantee that any alert, notification, report, rule, action, control, script, plug-in, integration, message, dashboard, output, or command will be accurate, complete, timely, delivered, received, executed, blocked, secure, or suitable for your use.
You are solely responsible for testing, validating, reviewing, supervising, and securing all alerts, reports, rules, actions, controls, scripts, plug-ins, integrations, outputs, and commands.
You must not use these features for High-Risk Use.
13. AI, Agentic, Automated, and Experimental Features
The Software may include features that use or interact with artificial intelligence, machine learning, agentic tools, natural-language prompts, model-context protocols, generated dashboards, generated code, automated analysis, automated configuration, or third-party AI systems.
These features may be experimental, incomplete, inaccurate, unsafe, biased, insecure, non-deterministic, unavailable, or changed at any time.
AI-generated or automated outputs may be wrong. They may omit important information, create faulty code, create insecure code, create unsafe rules, misread data, misunderstand context, or produce results that are not fit for your use.
You are solely responsible for reviewing, testing, validating, securing, and approving all AI-generated, agent-generated, or automated outputs before using them.
Do not use AI, agentic, automated, or experimental features for High-Risk Use.
Third-party AI services, models, agents, plug-ins, IDEs, tools, accounts, APIs, or platforms are not controlled by Machinechat. Your use of them may be subject to third-party terms and fees. Machinechat is not responsible for third-party AI services, third-party outputs, third-party terms, third-party data use, third-party downtime, third-party security, or third-party claims.
Machinechat may use automated tools, software-generation tools, testing tools, security tools, and AI tools to develop, test, improve, maintain, or support the Software. This does not create any warranty, support obligation, source-code right, audit right, inspection right, or additional duty.
14. Third-Party Software, Open Source, and Third-Party Services
The Software may include, link to, call, interoperate with, or depend on third-party software, open-source software, libraries, components, tools, protocols, platforms, services, accounts, websites, APIs, hardware, or data sources.
Third-party and open-source components may be governed by their own license terms. If a third-party or open-source license gives you rights that are different from this Agreement for that component, that license controls for that component only.
Machinechat is not responsible for third-party software, open-source components, third-party services, third-party accounts, third-party APIs, third-party hardware, third-party data, third-party outages, third-party license changes, third-party fees, third-party security issues, or third-party support.
You are responsible for obtaining and maintaining all third-party accounts, credentials, services, hardware, connectivity, licenses, permissions, and fees needed for your use.
15. Professional Services and Custom Work
Machinechat may provide professional services, consulting, training, custom development, custom branding, custom integrations, custom features, or support under a separate written agreement, statement of work, order, or quote.
Unless Machinechat expressly agrees otherwise in writing, all custom software, deliverables, scripts, templates, dashboards, integrations, documentation, configurations, and work product are licensed as Software under this Agreement and are not sold.
Professional services do not create any warranty, certification, validation, safety approval, regulatory approval, production-readiness approval, or High-Risk Use approval.
16. Feedback
If you give Machinechat ideas, suggestions, bug reports, feature requests, comments, benchmarks, improvements, sample files, workflows, or other feedback, you grant Machinechat a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use that feedback for any purpose without restriction or compensation to you.
Machinechat is not required to use your feedback.
17. Confidentiality
License keys, activation credentials, non-public Software features, non-public documentation, beta features, preview features, technical information, pricing terms, partner terms, security information, support communications, and other non-public information Machinechat provides are Machinechat confidential information.
You must protect Machinechat confidential information using reasonable care and must not disclose it to any third party except to Authorized Users who need to know it for your licensed use and who are bound by confidentiality duties.
This section does not limit your rights under applicable law to report security issues, law violations, or other legally protected matters to government authorities.
18. Warranty Disclaimer
The Software is provided AS IS, AS AVAILABLE, WITH ALL FAULTS, and WITHOUT WARRANTY.
To the maximum extent permitted by law, Machinechat disclaims all warranties, representations, conditions, duties, and guarantees, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, completeness, performance, reliability, availability, compatibility, interoperability, security, data integrity, error-free operation, uninterrupted operation, support availability, update availability, and any warranty arising from course of dealing, course of performance, usage, trade practice, marketing material, documentation, support, or communications.
Machinechat does not warrant that:
The Software will meet your needs.
The Software will work with your hardware, devices, operating systems, data sources, integrations, browsers, networks, storage media, scripts, plug-ins, or third-party services.
The Software will be accurate, complete, secure, timely, uninterrupted, error-free, available, recoverable, or free of harmful components.
Alerts, reports, rules, notifications, dashboards, AI outputs, actions, controls, scripts, plug-ins, APIs, or integrations will work as intended.
Defects will be corrected.
The Software will continue to be offered, supported, updated, activated, or maintained.
The Software is fit for any particular use, including your use.
No oral or written statement, marketing claim, support response, documentation, partner statement, reseller statement, distributor statement, OEM statement, website statement, training, demonstration, or advice creates any warranty or increases Machinechat's obligations.
You use the Software at your own risk.
19. Limitation of Liability
To the maximum extent permitted by law, the Machinechat Parties will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, enhanced, business, financial, operational, data, property, personal injury, lost profit, lost revenue, lost savings, lost opportunity, downtime, replacement, procurement, loss of goodwill, loss of use, loss of data, data corruption, system failure, business interruption, production loss, equipment damage, physical-system damage, regulatory, legal, reputational, or similar damages arising out of or related to the Software, this Agreement, any license key, any activation, any update, any support, any documentation, any partner bundle, any data, any system, or your use of or inability to use the Software, even if Machinechat has been advised that such damages are possible.
To the maximum extent permitted by law, Machinechat's total aggregate liability for all claims arising out of or related to the Software, this Agreement, any license key, any activation, any update, any support, any documentation, any partner bundle, any data, any system, or your use of or inability to use the Software will not exceed the Machinechat Software Fee for the specific Software license, edition, feature, module, activation, update, support item, or service that gave rise to the claim.
For a direct purchase from Machinechat, the Machinechat Software Fee is the net amount paid or payable to Machinechat for the specific item that gave rise to the claim.
For Software obtained through a distributor, reseller, OEM, marketplace, hardware partner, system integrator, kit provider, or other partner, the Machinechat Software Fee is the net amount paid or payable to Machinechat by that partner for the specific Machinechat Software license, edition, feature, module, activation, update, support item, or service that gave rise to the claim. It is not the amount you paid to the partner.
The Machinechat Software Fee does not include partner markup, distributor margin, reseller margin, OEM margin, marketplace fees, hardware, sensors, boards, gateways, devices, machines, equipment, third-party software, partner services, installation, integration, configuration, custom work, training, partner support, professional services, shipping, handling, taxes, duties, warranties, service plans, or other non-Machinechat software charges.
If the Software is provided as part of a bundle or kit and Machinechat's charge to the partner does not separately identify a Software fee, the Machinechat Software Fee will be the amount allocated to the Software in Machinechat's applicable partner agreement, price list, license record, or internal transaction record. If no Software fee was paid or payable to Machinechat or no Software fee can be reasonably identified, the Machinechat Software Fee will be deemed to be one hundred U.S. dollars (US $100).
The liability cap applies in the aggregate to all claims, damages, losses, proceedings, incidents, events, and legal theories. It is not increased by the number of users, Devices, sensors, data sources, dashboards, rules, actions, alerts, reports, license keys, activations, installations, updates, orders, invoices, renewals, support requests, versions, events, claimants, or claims.
The limitations in this section apply whether a claim is based on contract, warranty, tort, negligence, gross negligence to the extent disclaimable by law, strict liability, product liability, statute, indemnity, contribution, restitution, equity, or any other legal theory.
The limitations apply even if any limited remedy fails of its essential purpose.
20. Liability That Cannot Be Limited
Nothing in this Agreement excludes or limits liability to the extent that liability cannot be excluded or limited under applicable law, including liability for Machinechat's own fraud, willful injury to person or property, or violation of law that cannot be waived by contract.
If applicable law does not allow a disclaimer, exclusion, or limitation in this Agreement, that disclaimer, exclusion, or limitation applies to the maximum extent permitted by law.
21. Indemnity
To the maximum extent permitted by law, you will defend, indemnify, and hold harmless the Machinechat Parties from and against any claim, demand, action, proceeding, loss, damage, liability, settlement, penalty, fine, cost, and expense, including reasonable attorneys' fees, arising out of or related to:
Your use of the Software.
Your High-Risk Use or prohibited use of the Software.
Your data, systems, hardware, devices, sensors, actuators, machines, robots, drones, gateways, networks, storage, scripts, plug-ins, integrations, dashboards, rules, actions, controls, alerts, reports, outputs, or configurations.
Your violation of this Agreement.
Your violation of law, regulation, contract, privacy duty, security duty, export-control rule, sanctions rule, or third-party right.
Your products, services, integrations, installations, deployments, support, training, warranties, statements, or customer commitments.
Your failure to test, validate, supervise, back up, secure, maintain, or safely operate your systems.
Any claim that your use of the Software caused or contributed to death, injury, property damage, environmental harm, business interruption, money loss, data loss, legal exposure, regulatory exposure, or reputational harm.
Machinechat may control the defense and settlement of any indemnified claim if Machinechat reasonably believes your defense may create risk for Machinechat. You may not settle any claim in a way that admits fault by Machinechat, imposes obligations on Machinechat, or affects Machinechat's rights without Machinechat's written consent.
22. Termination
This Agreement starts when you accept it and continues until terminated.
Your license automatically terminates if:
You violate this Agreement.
You fail to pay any amount due.
Your trial, evaluation, subscription, support term, or limited license expires.
Your payment is refunded, reversed, or charged back.
You use the Software outside the license scope.
Machinechat is required to terminate by law, court order, sanctions rule, export-control rule, or third-party obligation.
Machinechat may terminate this Agreement or any license, activation, feature, or support entitlement if you breach this Agreement and fail to cure the breach within ten (10) days after notice, except that no cure period is required for breach of license restrictions, confidentiality, intellectual property rights, license-key restrictions, High-Risk Use restrictions, export-control rules, or unlawful use.
Upon termination, you must stop using the Software, uninstall or delete all copies under your control, stop using all license keys and activations, and certify deletion if Machinechat asks.
Termination does not entitle you to a refund except as required by law or expressly stated in Machinechat's written refund policy.
Sections that by their nature should survive will survive, including ownership, restrictions, confidentiality, data responsibility, warranty disclaimer, limitation of liability, indemnity, dispute resolution, governing law, audit rights, and general terms.
23. Export Control and Sanctions
You must comply with all applicable export-control, import-control, sanctions, embargo, and trade-compliance laws and regulations of the United States and other applicable jurisdictions.
You represent that you are not located in, organized under the laws of, ordinarily resident in, or acting on behalf of a country, region, person, or entity subject to U.S. sanctions or embargoes that would prohibit use of the Software.
You must not export, re-export, transfer, provide, or use the Software in violation of applicable export-control or sanctions laws.
You must not use the Software for prohibited nuclear, chemical, biological, missile, weapons, military, surveillance, or other restricted end uses.
24. U.S. Government Rights
The Software and documentation are commercial computer software and commercial computer software documentation developed exclusively at private expense.
If you are an agency or contractor of the U.S. Government, your rights in the Software and documentation are limited to the rights granted to other end users under this Agreement, consistent with applicable federal acquisition regulations.
25. Governing Law
This Agreement is governed by the laws of the State of California, USA, without regard to conflict-of-law rules.
The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in Section 26.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
26. Dispute Resolution; Binding Individual Arbitration
Please contact Machinechat first at legal@machinechat.io so the parties can try to resolve any issue informally.
Except for the court claims listed below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, any license, any activation, any update, any support, any documentation, any partner bundle, any data, any system, or your use of or inability to use the Software will be resolved by binding individual arbitration.
The arbitration will be administered by the American Arbitration Association under its applicable rules. If you are using the Software as a consumer, the AAA Consumer Arbitration Rules will apply. Otherwise, the AAA Commercial Arbitration Rules will apply.
The arbitration will be conducted by one arbitrator. The seat of arbitration will be Santa Clara County, California, USA. The arbitrator may allow remote, video, phone, or document-only proceedings when appropriate.
The arbitrator may award only the same individual relief that a court could award under this Agreement. The arbitrator may not award relief for or against anyone who is not a party to the arbitration.
Either party may bring the following claims in court instead of arbitration:
Claims that qualify for small-claims court.
Claims for temporary, preliminary, or permanent injunctive relief to protect intellectual property, confidential information, license systems, activation systems, security systems, or unauthorized use of the Software.
Claims that applicable law does not allow to be arbitrated.
For court proceedings allowed under this section, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, USA, except for small-claims matters that may be brought in any court with proper jurisdiction.
27. Class Action and Jury Trial Waiver
To the maximum extent permitted by law, disputes must be brought only on an individual basis.
You and Machinechat each waive the right to bring or participate in any class action, collective action, consolidated action, representative action, private attorney general action, or jury trial.
No arbitrator or court may combine the claims of more than one person or entity or preside over any class, collective, consolidated, representative, or private attorney general proceeding, except to the extent applicable law does not permit this waiver.
If any part of this class action waiver is found unenforceable for a particular claim or requested remedy, that claim or remedy will be severed and handled in court, and all other claims and remedies will be arbitrated.
28. Changes to this Agreement
Machinechat may update this Agreement from time to time.
The version you accepted applies to your existing Software license unless you accept a newer version, install or use an update or upgrade that is provided under a newer version, renew a license, purchase a new license, add a feature, activate a new entitlement, or receive support under newer terms.
If Machinechat requires acceptance of updated terms for an update, upgrade, feature, support item, or service, you may not use that update, upgrade, feature, support item, or service unless you accept the updated terms.
Website posting alone does not reduce your rights under a license version you already accepted, but newer terms may apply to future purchases, renewals, updates, upgrades, features, services, or support.
29. Assignment
You may not assign, transfer, delegate, or sublicense this Agreement or any license, license key, activation, or entitlement without Machinechat's prior written consent.
Any attempted assignment or transfer without Machinechat's consent is void.
Machinechat may assign or transfer this Agreement, the Software, or any rights or obligations to an affiliate, successor, acquirer, or purchaser of assets or business.
30. General Terms
This Agreement is the entire agreement between you and Machinechat for the Software and replaces all prior or contemporaneous agreements, statements, purchase terms, partner terms, website terms, marketing materials, discussions, and understandings about the Software, except for a written agreement signed by an authorized officer of Machinechat.
If there is a conflict between this Agreement and a purchase order, procurement term, vendor portal term, invoice term, partner term, reseller term, distributor term, OEM term, marketplace term, or other third-party term, this Agreement controls for the Software unless Machinechat expressly agrees otherwise in a written agreement signed by an authorized officer of Machinechat.
Your purchase order terms do not apply, even if Machinechat accepts payment or fulfills an order.
Failure to enforce a term is not a waiver.
If any term is unenforceable, the rest of this Agreement remains in effect, and the term will be enforced to the maximum extent permitted by law.
Headings are for convenience only.
The words including, includes, and such as mean including without limitation.
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except payment obligations and license restrictions.
No reseller, distributor, OEM, marketplace, partner, consultant, contractor, system integrator, or other third party is a legal representative, agent, or employee of Machinechat.
The Machinechat Parties are intended third-party beneficiaries of the warranty disclaimers, liability limits, indemnity, and restrictions in this Agreement.
31. How to Decline
If you do not agree to this Agreement, select EXIT JEDI, or a similar option, and do not install, activate, access, or use the Software.
If you already installed the Software and do not agree, stop using it and delete all copies under your control.
32. Acceptance
By selecting AGREE & CONTINUE, clicking an acceptance box, installing, activating, accessing, or using the Software, you confirm that:
You have access to this Agreement.
You had a fair chance to read it.
You understand that the Software is licensed, not sold.
You understand that the Software is provided AS IS and WITHOUT WARRANTY.
You understand that the Software must not be used for High-Risk Use.
You understand that Machinechat's liability is limited.
You agree to be bound by this Agreement.
If you act for an organization, you have authority to bind that organization.
If you do not agree, do not install, activate, access, or use the Software.