LICENSE

# Learnly, LLC Proprietary License

Copyright (c) 2023, Learnly, LLC

All rights reserved.

## 1. Definitions

"This License" refers to the terms and conditions detailed in this document.

"The Software" refers to Learnly, LLC.

"The User", "You", and "Your" refers to the individual or entity that has agreed to this License and is exercising rights granted under this License.

## 2. License Grant

Subject to the terms and conditions of this License, the Copyright Holder hereby grants You a limited, non-exclusive, non-transferable license to use the Software.

## 3. Restrictions

Unless expressly permitted by applicable law or agreed to in writing by the Copyright Holder, You may not, in whole or in part, copy, duplicate, reproduce, sell, sublicense, lease, rent, redistribute, or otherwise dispose of the Software.

## 4. Termination

This License and the rights granted hereunder will terminate immediately if You fail to comply with terms and conditions described herein.

## 5. Liability

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. In no event shall the Copyright holders or anyone distributing the Software be liable for any damages or other liability, whether in contract, tort or otherwise, arising from, out of or in connection with the Software or the use or other dealings in the Software.

## 6. Miscellaneous

This License represents the complete agreement concerning the subject matter hereof.

If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

This License shall be governed by and construed in accordance with the laws of Missouri, United States of America, excluding its conflict of law provisions.