WTech Commercial Software License — 泓技科技控股有限公司
WTech Commercial Software License Agreement
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Copyright (c) 2025 WTech Inc. All rights reserved.
This software and associated documentation files (the "Software") are the
proprietary and confidential property of WTech Inc. ("WTech").
By installing, copying, or otherwise using the Software, you ("Licensee")
agree to be bound by the terms of this License Agreement.
1. GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, WTech grants
Licensee a limited, non-exclusive, non-transferable, non-sublicensable,
revocable license to install and use the Software solely for Licensee's
internal business purposes.
2. RESTRICTIONS
Licensee shall NOT, and shall not permit any third party to:
(a) Copy, reproduce, or distribute the Software, in whole or in part,
except as expressly permitted herein;
(b) Modify, adapt, translate, or create derivative works based upon
the Software;
(c) Reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code of the Software;
(d) Rent, lease, loan, sell, sublicense, transfer, or otherwise make
the Software available to any third party;
(e) Remove, obscure, or alter any proprietary notices, labels, or
marks from the Software;
(f) Publish or disclose any benchmark, performance, or comparative
analysis results relating to the Software without WTech's prior
written consent;
(g) Use the Software in any manner that violates applicable laws or
regulations.
3. OWNERSHIP
The Software is licensed, not sold. WTech retains all right, title,
and interest in and to the Software, including all intellectual
property rights, copyrights, patents, trade secrets, trademarks,
and any modifications or enhancements thereto, whether made by
WTech or suggested by Licensee.
4. CONFIDENTIALITY
Licensee acknowledges that the Software contains valuable trade
secrets and confidential information of WTech. Licensee shall
protect the confidentiality of the Software with at least the same
degree of care used to protect its own confidential information,
but in no event less than reasonable care.
5. FEES AND PAYMENT
Licensee shall pay all license fees and charges as set forth in a
separate agreement or order form between the parties. The Software
may include usage-based pricing, subscription fees, or one-time
license fees as agreed upon in writing.
6. TERM AND TERMINATION
This License is effective until terminated. WTech may terminate this
License immediately upon Licensee's breach of any term hereof. Upon
termination, Licensee shall immediately cease all use of the Software
and destroy all copies, full or partial, in Licensee's possession
or control.
7. DISCLAIMER OF WARRANTY
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT. WTECH DOES NOT WARRANT THAT THE SOFTWARE WILL
MEET LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR
BE ERROR-FREE.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL WTECH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING
OUT OF OR IN CONNECTION WITH THIS LICENSE OR THE USE OF THE
SOFTWARE, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL WTECH'S TOTAL LIABILITY EXCEED
THE LICENSE FEES PAID BY LICENSEE TO WTECH IN THE TWELVE (12)
MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with
the laws of Hong Kong Special Administrative Region, without regard
to its conflict of laws principles. Any dispute arising out of or in
connection with this Agreement shall be resolved through arbitration
in Hong Kong administered by the Hong Kong International Arbitration
Centre (HKIAC) in accordance with its Arbitration Rules.
10. GENERAL PROVISIONS
(a) This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof and supersedes
all prior agreements and understandings, whether written or
oral.
(b) If any provision of this Agreement is held to be invalid or
unenforceable, the remaining provisions shall continue in
full force and effect.
(c) No waiver of any term shall be deemed a further or continuing
waiver of such term or any other term.
(d) Licensee may not assign or transfer this License without
WTech's prior written consent.
For licensing inquiries, please contact:
WTech Inc.
Email: [email protected]
Website: https://wtech.inc
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WTech Inc. — Commercial Software License