Audara Licensing Agreement

1. License Grant

Under this Licensing Agreement (the “Agreement”), Gecko SAS may grant you (the “Licensee”), subject to applicable legal conditions, a non-exclusive license to use a cloud-based software-as-a-service (SaaS) under an annual or monthly subscription (depending on the terms of your commercially acquired subscription) to access and use the Audara platform (the “Software”), provided that such use does not violate the terms of this Agreement. Gecko SAS reserves the right to terminate this Agreement, and therefore the Software license, at any time.

2. Software Usage

The Software is licensed exclusively to the Licensee. The Licensee may not rent, lease, sublicense, sell, assign, pledge, transfer, or otherwise dispose of the Software, whether temporarily or permanently, without prior written consent from Gecko SAS.

The Software must not be used for any activity that represents or is associated with intellectual property infringement, including but not limited to: engaging in any activity that violates or misappropriates third-party intellectual property rights, such as copyrights, trademarks, service marks, trade secrets, software piracy, and patents held by individuals, companies, or other entities.

3. Ownership

The Software and its associated user documentation are protected by international copyright laws. All rights, title, and interests in and to the Software, including its associated intellectual property rights, are and shall remain the property of Gecko SAS.

This Agreement does not grant the Licensee any ownership rights to the Software, but only a limited, revocable right to use the Software as a service, in accordance with the terms of this Agreement.

4. Restrictions

The Licensee may not:

• Use, copy, modify, or distribute the Software or its license (electronically or otherwise), or any copies, adaptations, transcripts, or merged portions of it, except as expressly authorized by this Agreement or with prior written consent.
• Modify, remove, or make any proprietary or copyright notices within the Software less visible in any way, including but not limited to HTML code and source files, without express written approval.

5. Distribution

The distribution of the Software from any source other than an official Gecko SAS website or an authorized mirror, whether modified or not, is strictly prohibited and will be considered a violation of this Agreement, unless expressly authorized in writing.

6. Warranties

The Software is provided “AS IS”, and Gecko SAS makes no warranties regarding its use or performance. Gecko SAS and its affiliates do not guarantee the performance or results obtained by the Licensee when using the Software.

Gecko SAS and its affiliates offer no express or implied warranties, including but not limited to non-infringement of third-party rights, merchantability, or fitness for a particular purpose. Under no circumstances shall Gecko SAS or its affiliates be liable for consequential, incidental, or special damages, including any loss of profits resulting from the use of the Software, even if a Gecko SAS representative has been advised of the possibility of such damages, or for any claim or demand from third parties.

We strive to ensure that all information on our websites, especially regarding our products, is as accurate as possible. However, Gecko SAS does not guarantee that product descriptions or other website content are accurate, complete, reliable, current, or error-free.

Some jurisdictions do not allow the exclusion or limitation of incidental, indirect, or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so some or all of the above limitations may not apply to all Licensees.

7. Limitation of Liability

Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, or data usage. Our maximum liability for any damages, whether in contract or tort, shall not exceed the amount paid to us for this license.

If damages result from the use of the Software or its technical support, liability is limited to the fees paid or payable for the Software or support services.

If you use Gecko SAS websites, services, and/or products, you are responsible for maintaining the confidentiality of your user account and password and accept full responsibility for all activities under your account. Gecko SAS reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at its sole discretion.

8. Duration and Termination

This Agreement is effective upon execution of the license and will continue until the termination of your subscription. It may also be terminated under the previously established conditions in this Agreement or if you fail to comply with any of its terms or conditions, including payment cancellation if required.

Gecko SAS may terminate this Agreement at any time for any reason. Upon termination by Gecko SAS, the Licensee agrees to destroy all copies or portions of the Software under their control.

9. General Provisions

You may not sell, license, assign, or transfer this license or the Software, except as expressly provided in this Agreement. Any attempt to sublicense, assign, or transfer any rights, duties, or obligations shall be considered null and void.

If any provision of this Agreement is declared invalid or unenforceable by a court, this shall not invalidate the remaining provisions, which will remain in full force and effect.

This Agreement is governed by Colombian law. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and resolved through arbitration under Colombian law.

By using the Audara Software and/or related services, you confirm your acceptance of this Licensing Agreement and the Terms and Conditions of Service.

Gecko SAS reserves the right to modify this Agreement at any time. Any changes will be published on Gecko SAS’s official websites, including the Audara website, and it is your sole responsibility to check for updates.

10. Open Source

Some software applications included with this Software are distributed under the terms of LGPL, MIT, Apache, or other open-source licenses.