End-User License Agreement
**Version 1.0 — The Magic Lizard Free Tier**
These Terms and Conditions ("Agreement") constitute a legally binding agreement made between you ("Licensee"), whether personally or on behalf of an entity, and Innershell Solutions Corp ("Innershell") concerning your access to and use of The Magic Lizard integration middleware software ("the Software"), including all executable files, source code files, object code, script files, data files, documentation, and updates accessed from a network, downloaded from, or provided by Innershell.
**1. Acceptance.** You agree that by accessing or using the Software, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Software and must discontinue use immediately.
**2. Eligibility.** This Free Tier license is made available at no cost to qualifying applicants who self-declare membership in one of the following categories: Educational Institutions, Non-Profit Organizations, Small Enterprises (under $1M USD annual revenue), Large Enterprises (for evaluation purposes only), Open Source Projects, Academic Researchers, Standards Development participants, Healthcare Hackathon or Incubator participants. By applying for this license, you represent and warrant that you qualify under at least one of these categories. You consent to Innershell verifying or auditing your eligibility at any time during the term of this Agreement, including by requesting reasonable supporting documentation (such as proof of non-profit status, institutional affiliation, or annual revenue). If your eligibility self-declaration is found to be materially false or you fail to provide requested verification within thirty (30) days: (a) this license is immediately revoked; (b) continued use of the Software requires purchase of an Enterprise Tier license at then-current pricing; and (c) you are prohibited from obtaining any Free Tier license for the Software for a period of twelve (12) months from the date of revocation.
**3. License Grant.** Subject to the terms and conditions hereof, Innershell grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide limited license to access, download, install, and use the Software for Licensee's internal business purposes, including educational use, commercial use, or evaluation, and solely in accordance with this Agreement. Innershell reserves all rights not expressly granted in this license.
**4. Free Tier Limitations.** This license is subject to operational limitations encoded in the license key provided to Licensee, which may include a maximum number of active pipelines and a transactional volume cap per calendar month. The specific limitations applicable to this license are displayed at the time of issuance and are enforced by the Software at runtime. Licensee acknowledges that exceeding these limits may result in reduced throughput or other operational restrictions until the limits reset or the Licensee upgrades to an Enterprise Tier license.
**5. Term.** This Agreement commences on the date the license key is issued (the "Effective Date") and continues for a period of twelve (12) months. Licensee may renew the license by re-applying through the same process. Innershell does not guarantee that renewal will be available or that the terms of any renewed license will be identical.
**6. Ownership.** Licensee acknowledges that Innershell controls all right, title, and interest in the Software and all intellectual property rights relating hereto. The Software is copyrighted and licensed, not sold, by Innershell.
**7. Restrictions.** Licensee may not: (a) modify or adapt any part of the Software except to the extent allowed in the documentation; (b) rent, lease, lend, re-distribute, or encumber the Software; (c) remove or alter any proprietary legends or notices; (d) decompile, reverse engineer, or create derivative works of the Software (except to the extent permitted by applicable law); (e) disclose or provide access to the Software to any third party; or (f) enable or permit any third party to engage in any of the acts prohibited under this section.
**8. Warranty Disclaimer.** THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, NON-INFRINGEMENT, OR OTHERWISE. INNERSHELL DOES NOT WARRANT THAT THE SOFTWARE IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
**9. Limitation of Liability.** INNERSHELL WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL INNERSHELL'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
**10. Governing Law.** This Agreement, its interpretation, performance, and enforcement shall be governed and construed according to the laws of the Province of Alberta, without regard to or application of choice-of-law rules or principles. The Parties consent to the personal jurisdiction of such courts and laws in any such proceeding.
**11. Entire Agreement.** This Agreement is the entire agreement between the Licensee and Innershell relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations, and warranties. No modification of this Agreement will be binding unless in writing and signed by an authorized representative of each party.