FightClear End User License Agreement

This End User License Agreement ("EULA") is between Kotuvium, LLC, a Maryland limited liability company ("Kotuvium," "Company," "we," "us," or "our"), and the person or organization accessing or using the FightClear software ("Licensee," "Customer," "you," or "your"). It governs the license to the Software and supplements the FightClear Terms of Service.

FightClear℠ ("FightClear") is the hosted software service owned and operated by Kotuvium, LLC. References to provider rights, duties, or actions in this EULA mean Kotuvium as FightClear’s owner and operator.

By clicking acceptance, creating an account, installing, accessing, copying, or using the Software, you agree to this EULA. If you do not agree, do not access or use the Software.

LICENSE AND TERMINATION NOTICE • The Software is licensed, not sold. You receive only a limited, nonexclusive, nontransferable, revocable business-use license. • Kotuvium may revoke the license, suspend access, modify the Software, or discontinue the Software at any time, for any reason or no reason, with or without advance notice where law permits. • No source code, perpetual license, ownership interest, source escrow, maintenance commitment, or right to continued functionality is granted. • The Terms of Service contain mandatory arbitration, class-action and jury waivers, warranty disclaimers, damage exclusions, and a liability cap that apply to this EULA.

1. Software and Related Agreements

"Software" means the FightClear hosted application, web interface, code executed on a user device, mobile or desktop components if offered, APIs, updates, documentation, sample files, and related technology made available by Kotuvium, excluding third-party components governed by separate licenses.

The Terms of Service, Privacy Policy, applicable Beta Program Terms, and signed order forms are incorporated by reference. The order of precedence stated in the Terms of Service applies. If no valid Terms of Service agreement exists, the dispute, warranty, liability, and general provisions of the then-current Terms of Service are incorporated into this EULA as though fully stated here.

2. License Grant

Subject to continuous compliance with this EULA, the Terms of Service, plan limits, and payment of fees, Kotuvium grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the authorized subscription or access period to:

• access and execute the Software through interfaces Kotuvium provides;
• permit Authorized Users to use the Software solely for Licensee’s internal business operations;
• make a reasonable number of copies of documentation for internal use; and
• use outputs and exports for Licensee’s internal business purposes, subject to third-party rights and the agreements.

The license is conditional, not perpetual, and automatically ends when access, the subscription, the Terms of Service, or this EULA terminates.

3. Authorized Users and License Administration

• Licensee is responsible for Authorized User compliance and all use through its accounts.
• Credentials and accounts may not be shared except through functionality expressly designed for shared organizational access.
• Access must be promptly revoked when an Authorized User no longer needs it.
• Kotuvium may enforce plan limits, account limits, rate limits, geographic limits, and technical controls.
• Licensee may not allow competitors, unauthorized contractors, or unrelated third parties to access the Software for evaluation, benchmarking, or development without written consent.

4. License Restrictions

Except to the limited extent applicable law makes a restriction unenforceable, Licensee may not, and may not permit another person to:

• copy, reproduce, distribute, publicly display, publish, rent, lease, lend, sell, sublicense, assign, or otherwise transfer the Software;
• reverse engineer, decompile, disassemble, decode, translate, or attempt to derive source code, algorithms, nonpublic rules, data models, security mechanisms, or architecture;
• modify, adapt, create derivative works, remove notices, or obscure ownership or attribution;
• circumvent authentication, authorization, license keys, access controls, rate limits, plan limits, or security protections;
• use the Software to develop, train, benchmark, validate, or improve a competing product or service;
• scrape, crawl, bulk extract, mirror, frame, or access the Software with an unauthorized automated process;
• conduct penetration testing, vulnerability scanning, or destructive testing without prior written authorization;
• introduce malicious code, interfere with operation, or access data or systems without authorization;
• use the Software as a service bureau, outsourced platform, white-label service, or for the benefit of an unrelated third party;
• make representations or warranties about the Software on Kotuvium’s behalf; or
• use the Software in violation of law, the Terms of Service, or documentation.

5. Ownership and Reservation of Rights

Kotuvium and its licensors retain all right, title, and interest in and to the Software and all related intellectual property, including code, structure, sequence, organization, interfaces, design, documentation, trademarks, databases, rules, improvements, and derivative works. The Software is protected by copyright, trade-secret, trademark, and other laws.

THE SOFTWARE IS LICENSED, NOT SOLD. NO OWNERSHIP, SOURCE-CODE RIGHT, PERPETUAL ACCESS, IMPLIED LICENSE, OR SOURCE-ESCROW OBLIGATION IS GRANTED. ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED.

6. Customer Data and Feedback

Customer Data remains subject to the Terms of Service and Privacy Policy. This EULA does not grant Kotuvium broader rights in Customer Data than those agreements provide.

Feedback is voluntary and may be used without restriction, attribution, or compensation under the feedback license in the Terms of Service. Licensee represents that feedback does not contain information it lacks authority to disclose.

7. Updates, Changes, and Compatibility

Kotuvium may automatically deploy patches, upgrades, replacements, configuration changes, security fixes, or new versions. An update may add, remove, change, or disable functionality; change technical requirements; or make prior workflows, integrations, exports, or devices incompatible.

KOTUVIUM HAS NO OBLIGATION TO MAINTAIN BACKWARD COMPATIBILITY, SUPPORT A PARTICULAR VERSION, CONTINUE A FEATURE, PROVIDE SOURCE CODE, OR OFFER MIGRATION ASSISTANCE UNLESS A SIGNED ORDER FORM EXPRESSLY SAYS OTHERWISE.

Licensee must use supported versions and complete actions reasonably required for security or compatibility. Kotuvium may block an outdated or insecure client or integration.

8. Beta, Preview, and Experimental Software

Software labeled beta, preview, pilot, early access, experimental, evaluation, test, or similar is subject to the Beta Program Terms. It may be incomplete, unstable, insecure, unavailable, materially changed, or never released generally. Data may be reset, deleted, or not migrated. No service-level commitment applies.

9. Open-Source and Third-Party Components

The Software may include third-party or open-source components. Those components may be governed by separate license terms that control only to the extent required by the applicable license. Nothing in this EULA limits rights granted directly under an open-source license.

Third-party websites, libraries, APIs, hosting, databases, authentication, billing, and communications services are controlled by their providers. Kotuvium is not responsible for their availability, security, changes, or terms to the maximum extent permitted by law.

10. No High-Risk or Safety-Critical Use

The Software is not designed, tested, or licensed for emergency response, medical diagnosis or treatment, medical clearance, automated fighter eligibility, athletic commission approval, life-safety systems, nuclear facilities, aircraft navigation, weapons systems, or other use where failure could reasonably cause death, personal injury, or severe physical or environmental damage.

Operational risk indicators, weight information, document status, licensing fields, and alerts require independent human review and do not constitute a medical or regulatory determination.

11. Security and Credentials

Licensee must use reasonable security practices, protect credentials, configure access appropriately, maintain secure devices and networks, and promptly report suspected compromise. Licensee may not publish a security vulnerability or exploit before Kotuvium has a reasonable opportunity to investigate and remediate it.

Kotuvium may collect license, usage, diagnostic, and security information needed to operate, enforce, update, and secure the Software as described in the Privacy Policy.

12. Support and Service Levels

No maintenance, training, support response time, uptime, recovery, or service-level obligation is included unless a signed order form expressly states one. Documentation, support, and compatibility may change or be discontinued.

13. Suspension, Revocation, and Termination

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOTUVIUM MAY REVOKE THIS LICENSE, SUSPEND OR TERMINATE ACCESS, DISABLE THE SOFTWARE, OR PERMANENTLY DISCONTINUE ANY OR ALL SOFTWARE AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT ADVANCE NOTICE WHERE PERMITTED BY LAW.

The license automatically terminates if Licensee materially breaches this EULA or the Terms of Service, fails to pay required fees, exceeds authorization, creates a security or legal risk, or if the related subscription or Services terminate. Kotuvium may seek injunctive relief for unauthorized use.

14. Effect of Termination

• all license rights immediately end;
• Licensee must stop accessing and using the Software and delete locally stored proprietary materials, except records lawfully retained;
• Kotuvium may disable credentials, tokens, integrations, and access without further notice;
• Customer Data access and any refund are governed solely by the Terms of Service and applicable law; and
• ownership, restrictions, confidentiality, disclaimers, liability limitations, indemnity, dispute provisions, and accrued obligations survive.

15. Export Controls and Sanctions

Licensee will comply with United States export-control, sanctions, and anti-boycott laws. Licensee represents that it is not located in, ordinarily resident in, organized under the laws of, or controlled by a prohibited jurisdiction or sanctioned person and will not use or provide the Software in violation of those laws.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND ALL UPDATES, OUTPUTS, DOCUMENTATION, SUPPORT, AND THIRD-PARTY COMPONENTS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." KOTUVIUM DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, COMPATIBILITY, UNINTERRUPTED OPERATION, SECURITY, AND DATA PRESERVATION.

17. Liability Limitations

The exclusions of damages, aggregate liability cap, ordinary-negligence allocation, nonwaivable carveouts, and exclusive remedy provisions in the Terms of Service apply fully to this EULA and the Software. Without limiting them, Kotuvium is not liable for lost ticket sales, event revenue, profits, data, business interruption, replacement software, migration, missed alerts, regulatory outcomes, fighter withdrawal, event disruption, or decisions made in reliance on the Software.

18. Indemnification

The Customer indemnification obligations in the Terms of Service apply to use, misuse, distribution, access, Customer Data, and violation of this EULA. Licensee will indemnify the Kotuvium parties from third-party claims caused by Licensee’s unauthorized use, infringement, security testing, or provision of access to others, except to the extent prohibited by law.

19. Dispute Resolution and Governing Law

THE BINDING INDIVIDUAL ARBITRATION, CLASS-ACTION WAIVER, JURY-TRIAL WAIVER, ONE-YEAR CLAIM PERIOD, MARYLAND GOVERNING LAW, AND VENUE PROVISIONS IN THE TERMS OF SERVICE APPLY TO THIS EULA AND EVERY DISPUTE CONCERNING THE SOFTWARE OR LICENSE.

20. General

• Assignment. Licensee may not assign or transfer the license without written consent. Any prohibited transfer is void.
• Severability. An unenforceable provision will be modified to the maximum lawful extent without invalidating the remainder.
• No Waiver. Failure to enforce is not a waiver.
• No Third-Party Beneficiaries. Except protected Kotuvium parties and licensors where stated, no third party may enforce this EULA.
• Entire License Agreement. This EULA and incorporated documents are the complete agreement concerning the license.
• Electronic Acceptance. Click acceptance and electronic records are intended to be legally binding.

21. Contact

Kotuvium, LLC owns and operates FightClear.

Questions and legal notices may be submitted to the email address displayed on the FightClear Support page at /support. Use Legal Notice in the subject line for formal notices.

FightClear℠ is an unregistered service mark of Kotuvium, LLC.

BY CLICKING "I AGREE," ACCESSING THE SOFTWARE, OR PERMITTING AN AUTHORIZED USER TO USE IT AFTER PRESENTATION OF THIS EULA, LICENSEE CONFIRMS THAT IT HAS READ, UNDERSTANDS, AND ACCEPTS THE LIMITED AND REVOCABLE LICENSE, RESTRICTIONS, TERMINATION RIGHTS, ARBITRATION TERMS, WARRANTY DISCLAIMERS, AND LIABILITY LIMITATIONS.