137 lines
8.2 KiB
Markdown
137 lines
8.2 KiB
Markdown
# Proprietary Software License
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Copyright © 2026 SIGITEX. All rights reserved.
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## 1. Proprietary and Confidential Material
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This software, including all source code, object code, documentation, configuration files, data models, specifications, designs, interfaces, scripts, assets, and related materials (collectively, the **“Software”**), is the proprietary and confidential property of SIGITEX (**“Organization”**).
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The Software contains confidential information and trade secrets belonging to the Organization. It is provided solely for authorized internal use and must be handled in accordance with the Organization’s information-security, confidentiality, data-protection, and acceptable-use policies.
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## 2. Authorized Users
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Access to and use of the Software are limited to:
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1. employees of the Organization;
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2. contractors, consultants, and service providers who have been expressly authorized by the Organization; and
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3. other persons who have received prior written authorization from the Organization.
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Authorization is limited to the scope, purpose, systems, and duration approved by the Organization.
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## 3. Limited Internal-Use License
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Subject to continued authorization and compliance with this license, the Organization grants Authorized Users a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access, execute, reproduce, and modify the Software solely:
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1. for the Organization’s internal business purposes;
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2. within systems, environments, accounts, and repositories approved by the Organization; and
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3. as necessary to perform work for the Organization.
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No ownership rights are transferred under this license.
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## 4. Restrictions
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Except where expressly authorized in writing by the Organization, no person may:
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1. disclose, publish, distribute, transmit, sell, license, sublicense, lease, assign, transfer, or otherwise make the Software available to any external person or entity;
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2. upload or copy the Software to any public repository, personal repository, public file-sharing service, unapproved cloud service, or externally accessible system;
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3. use the Software for personal purposes or for the benefit of any third party;
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4. copy the Software except as reasonably necessary for an authorized internal purpose;
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5. remove, obscure, or alter any copyright, confidentiality, attribution, ownership, or proprietary-rights notice;
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6. reverse engineer, decompile, disassemble, or otherwise attempt to derive components of the Software, except to the extent required for authorized development or expressly permitted by applicable law;
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7. incorporate the Software into any externally distributed product, service, deliverable, or open-source project;
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8. use the Software to create, train, improve, evaluate, or supply an external artificial-intelligence or machine-learning system without prior written approval;
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9. provide the Software to an external vendor or automated service unless the Organization has approved both the vendor and the specific use; or
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10. use the Software in violation of applicable law, contractual obligations, or Organization policy.
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## 5. Confidentiality
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Authorized Users must:
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1. protect the Software using at least the same degree of care used to protect the Organization’s other confidential information, and no less than reasonable care;
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2. disclose the Software only to persons who are authorized and have a legitimate need to know;
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3. promptly report any suspected loss, unauthorized access, disclosure, copying, or distribution; and
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4. comply with all applicable confidentiality agreements and Organization policies.
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The confidentiality obligations in this license survive termination of access, employment, engagement, or authorization.
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## 6. Third-Party Components
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The Software may include third-party materials governed by separate licenses. Those licenses apply only to the relevant third-party materials.
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Nothing in this license restricts rights granted directly under an applicable third-party license. All original portions of the Software created or owned by the Organization remain subject to this proprietary license.
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Authorized Users must not introduce third-party code, data, models, assets, or dependencies into the Software unless their use has been reviewed and approved under the Organization’s applicable policies.
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## 7. Ownership
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The Organization retains all rights, title, and interest in and to the Software, including all copyrights, patent rights, trade-secret rights, trademarks, database rights, and other intellectual-property rights.
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To the extent permitted by applicable law and any governing employment or contractor agreement, all modifications, enhancements, derivative works, fixes, documentation, and other contributions made in connection with authorized work for the Organization are owned exclusively by the Organization.
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## 8. Security and Access Control
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Authorized Users must not:
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1. share credentials or access tokens;
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2. circumvent access controls, monitoring systems, technical restrictions, or security measures;
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3. retain unauthorized local copies, backups, exports, credentials, secrets, or production data; or
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4. access the Software after authorization has expired or been revoked.
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The Organization may monitor, audit, limit, suspend, or revoke access to the Software at any time.
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## 9. Termination and Return of Materials
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Authorization under this license terminates immediately when:
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1. the Organization revokes access;
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2. the Authorized User’s employment, engagement, or approved role ends;
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3. the authorized purpose ends; or
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4. the Authorized User breaches this license or an applicable Organization policy.
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Upon termination, the Authorized User must immediately stop using the Software and, as directed by the Organization, return or permanently delete all copies in the Authorized User’s possession or control, subject to applicable legal-retention requirements.
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## 10. No External Rights
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Possession of or access to the Software does not grant any right to use, copy, modify, disclose, or distribute it beyond the limited authorization expressly stated in this license.
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No rights are granted by implication, estoppel, exhaustion, or otherwise.
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Any external use, disclosure, licensing, distribution, or commercialization requires a separate written agreement signed by an authorized representative of the Organization.
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## 11. Disclaimer
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED **“AS IS”** AND **“AS AVAILABLE,”** WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
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THE ORGANIZATION DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, SECURITY, AND NON-INFRINGEMENT.
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This disclaimer does not limit obligations that the Organization cannot lawfully exclude.
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## 12. Limitation of Liability
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ORGANIZATION AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE UNDER THIS LICENSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, REVENUE, BUSINESS, OR GOODWILL.
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Nothing in this section excludes or limits liability that cannot lawfully be excluded or limited.
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## 13. Remedies
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Unauthorized use or disclosure of the Software may cause irreparable harm for which monetary damages may be inadequate.
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The Organization may seek injunctive or equitable relief, in addition to any other remedies available under contract, statute, common law, or Organization policy.
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## 14. Governing Law
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This license is governed by the laws of The United States, without regard to its conflict-of-laws rules.
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## 15. General Terms
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If any provision of this license is held unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in effect.
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A failure by the Organization to enforce any provision is not a waiver of that provision or any other right.
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In the event of a conflict between this license and a separately executed written agreement, the separately executed agreement controls to the extent of the conflict.
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---
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**NOTICE: PROPRIETARY AND CONFIDENTIAL**
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Unauthorized access, use, copying, modification, disclosure, or distribution of this Software is prohibited.
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