This End User License Agreement ("EULA") is made between "You" and “Ziroh Labs Inc” regarding your use of the Software “Kompact AI” developed by Ziroh Labs.

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1. Definition

“You” and “Your” means the individual or legal entity or licensee of the Software under this EULA.
“Use” or “Using” means to download, install, activate, access or otherwise use the application “Kompact.AI” developed by Ziroh Labs. “Software” means the “Kompact.AI” developed by Ziroh Labs and any Upgrades made available by Ziroh Labs.

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2. Acceptance of Terms

By using the Software, you agree to be bound by the terms of the End-User License Agreement (EULA). If you enter this EULA on behalf of an entity, you represent that you have the authority to bind that entity.

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3. License Restrictions

Ziroh Labs grants you a limited, non-exclusive and non-transferable license to use object code versions of the Software and the Documentation solely for your internal operations and under the Entitlement and the Documentation, but not for the following purpose:

(i) Reproduce or copy the Software, except that You may make one (1) copy of the Software solely for archival purposes, provided that You agree to reproduce all copyright and other proprietary notices on the archival copy made available by Ziroh Labs; or

(ii) Use, cause or permit the use of the Software in whole or in part for any purpose other than as permitted under this EULA; or

(iii) Distribute, sell, lease, license or otherwise make the Software to any third party without the prior written consent of Ziroh Labs; or(iv) Decompile, disassemble, decrypt, extract or reverse-engineer the Software.The Software “Kompact.AI” is owned by Ziroh Labs, and Ziroh Labs retains all rights, title, and interest in and to the Software. You have the right only to use the Software in the manner and to the extent expressly licensed within this EULA, and nothing in this EULA shall be construed as conferring any license to you of Kompact.AI’s intellectual property rights, whether by estoppel, implication, or otherwise.

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4. Support

During the EULA, Ziroh Labs shall support the Software, including providing updates, bug fixes, builds, or error corrections, as Ziroh Labs deems fit and proper (collectively “Software Updates”).

Ziroh Labs provides Software Updates to you at its sole option; it will be considered part of the Software and subject to the terms and conditions of this EULA.

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5. Disclaimer of Warranty

You acknowledge that the Software is provided “as is, with all faults”, without any maintenance, debugging, support or improvement. Ziroh Labs MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED IN RESPECT OF THE SOFTWARE. FURTHERMORE, Ziroh Labs DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT IN RESPECT OF THE SOFTWARE. You shall not make any statements, representations or warranties concerning any person or entity inconsistent with any limitation or disclaimer in Paragraph 7.

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6. Limitations of Liability

You assume all risk regarding the quality, results, performance, and/or non-performance of the Software. You shall be solely responsible for protecting and backing up your data and equipment used in connection with the Software.

In no event shall Ziroh Labs (including its officers, employees, consultants and/ or agents) be responsible or liable for any direct, indirect, special, consequential, incidental, punitive or other damages whatsoever (including lost profits, business, revenue, use, data, or other economic advantage) in connection with, arising out of, or related to this EULA, regardless of the theory of liability, whether for breach or in tort (including negligence), even if Ziroh Labs may have been previously advised of the possibility of such damage.

You shall not make any statements or accept any liabilities or responsibilities concerning any person or entity that are inconsistent with any limitation included in Paragraph 8.

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7. No Obligation

This EULA does not represent or imply either (a) any commitment whatsoever by you to purchase, acquire, commercially license or otherwise use (under other appropriate agreements) the Software and any other products or services of Ziroh Labs or (b) any encouragement or inducement whatsoever to either You or Ziroh Labs to expend funds or other resources in the development or modification of the Software or any other products or services.

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8. Confidentiality

You acknowledge that the Software is proprietary and confidential to Ziroh Labs Accordingly, any non-public information obtained by You regarding the Software or relating to Ziroh Labs(“Confidential Information”) shall be kept in confidence by You for the term of this EULA and thereafter until such information is made available by Ziroh Labs to the public domain.

You agree to protect the Software and any feedback provided by You from unauthorised disclosure, use, or release and to treat the Software and input with at least the same level of care as You use to protect Your proprietary computer programs and/or confidential information, but in no event less than a reasonable standard of care.

If you become aware of any unauthorised licensing, copying, or use of the Software, you shall promptly notify Ziroh Labs.

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9. Term and Termination

This Agreement is effective upon the Licensee's acceptance of the terms hereof, and the Agreement will remain in effect until termination. If You breach any of Your obligations under this EULA, which breach is capable of being remedied, and if such breach has not been remedied within ten (10) calendar days after the date of notice in writing of such breach, Ziroh Labs may terminate this EULA immediately by written notice to you.

Upon expiration or termination of this EULA, You shall (i) promptly cease use of the Software and (ii) return to Ziroh Labs the original and all copies of the Software in your possession or, at the option of Ziroh Labs, You shall destroy all such Software, with such destruction certified in writing to Ziroh Labs by a responsible representative of Licensor.

Rights and obligations under this EULA that by their natures should survive will remain in effect after the termination or expiration of this EULA.

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10. Assignment

You may not assign or otherwise transfer any of its rights or obligations under this EULA without the prior written consent of Ziroh Labs.

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11. Entire Agreement

This EULA, including any appendices or exhibits, represents the parties’ entire agreement relating to the EULA. This EULA may not be extended, amended, or modified, in whole or in part, except by further specific written agreement of the parties signed by their respective authorized officials.

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12. Enforcement

The laws of the State of California, USA, shall govern this EULA. If any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions. All legal and/ or dispute resolution proceedings, whether formal or otherwise, arising under or consequent to this EULA shall be conducted in the jurisdiction of Santa Clara County, California.

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13. WAIVER

The failure of either party to enforce any provision of this EULA shall not constitute a waiver of that right or future enforcement of that or any other provision.