1.1 “Software” means the DDD and DDDB software products in object code form, including any updates, upgrades, patches, modifications, and accompanying documentation provided by High Tide.
1.2 “Instance” means a single installation of the Software on one identifiable physical or virtual machine, identified by the Software’s instance-binding mechanism (including hardware fingerprint, machine identifier, or equivalent).
1.3 “License Key” means the unique credential issued by High Tide that activates the Software for a specific Instance and authorized use period.
1.4 “Order” means the purchase order, online order form, quote, invoice, or written agreement under which Licensee acquires rights to the Software.
1.5 “Customer Data” means any data, content, databases, or information that Licensee or its authorized users input into, connect to, process with, or extract using the Software, including data exported by DDD and configurations or artifacts produced by DDDB.
1.6 “Documentation” means the user guides, technical materials, and online help made available by High Tide for the Software.
2.1 Grant. Subject to Licensee’s compliance with this Agreement and timely payment of all applicable fees, High Tide grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on the number of Instances specified in the applicable Order, solely for Licensee’s internal business purposes.
2.2 Instance Binding. Each License Key activates the Software on a single Instance. The Software incorporates technical measures that bind activation to that Instance. Moving the Software to a different Instance requires deactivation of the prior Instance and reactivation against a new Instance, subject to High Tide’s then-current reactivation policy.
2.3 Reservation of Rights. All right, title, and interest in and to the Software, Documentation, and any modifications, derivatives, or improvements thereof are and shall remain the exclusive property of High Tide and its licensors. No rights are granted to Licensee other than those expressly set forth in this Agreement.
Licensee shall not, and shall not permit any third party to:
4.1 Activation. The Software requires activation against a High Tide license server. Licensee acknowledges that activation transmits Instance identifiers and License Key information to High Tide for the purpose of license enforcement.
4.2 Updates. High Tide may, in its discretion, make updates, patches, or new versions of the Software available to Licensee. Any such updates are part of the Software and are subject to this Agreement unless accompanied by separate terms. High Tide is under no obligation to provide updates except as expressly stated in a separate support agreement.
4.3 Telemetry and License Verification. The Software may periodically communicate with High Tide systems to verify license status, report activation state, and check for updates. High Tide does not access Customer Data through this mechanism. Licensee consents to such communications as a condition of use.
5.1 Ownership. As between the parties, Licensee retains all right, title, and interest in and to Customer Data. High Tide claims no ownership of Customer Data.
5.2 Local Processing. The Software is designed to operate on Licensee’s own infrastructure. Customer Data is processed locally on the Instance on which the Software is installed. High Tide does not collect, store, transmit, or have access to Customer Data in the ordinary course of the Software’s operation. Licensee is solely responsible for the storage, security, backup, residency, and lawful processing of Customer Data.
5.3 Licensee Responsibilities. Licensee is solely responsible for: (a) ensuring that its use of the Software complies with all laws applicable to Customer Data, including privacy, data protection, data residency, and sector-specific regulations; (b) obtaining all necessary consents and authorizations from data subjects and third parties; and (c) configuring the Software and underlying infrastructure to meet Licensee’s data residency, retention, and security requirements.
5.4 Diagnostic Information. If Licensee voluntarily submits log files, error reports, or other diagnostic information to High Tide for support purposes, Licensee is responsible for redacting any sensitive or regulated data before submission. High Tide will use such information solely to provide support and to improve the Software.
6.1 Fees. Licensee shall pay the fees set forth in the applicable Order. All fees are non-refundable except as expressly stated in High Tide’s then-current published refund policy or as required by applicable law.
6.2 Taxes. Fees are exclusive of all taxes, levies, and duties. Licensee is responsible for all such taxes other than taxes based on High Tide’s net income.
6.3 Non-Payment. High Tide may suspend or deactivate License Keys for any Instance for which fees are past due, after providing written notice and a reasonable opportunity to cure.
7.1 Audit. Upon at least thirty (30) days’ prior written notice, and not more than once in any twelve (12) month period (except where a prior audit has revealed a material breach), High Tide or its designated representative may audit Licensee’s use of the Software to verify compliance with this Agreement. Audits shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Licensee’s operations.
7.2 Self-Reporting. Upon written request from High Tide, Licensee shall promptly provide a written report, certified by an authorized officer, identifying the number of Instances on which the Software is installed and the corresponding License Keys.
7.3 Underpayment. If an audit reveals that Licensee has used the Software in excess of its licensed Instances, Licensee shall promptly pay the applicable additional fees at High Tide’s then-current rates. If the underpayment exceeds five percent (5%) of the fees properly due, Licensee shall also reimburse High Tide’s reasonable costs of the audit.
8.1 Definition. “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”), in any form, that is identified as confidential or that a reasonable person would understand to be confidential, including the Software, License Keys, Documentation, pricing, and the terms of this Agreement.
8.2 Obligations. Recipient shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) use Confidential Information solely to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.
8.3 Exceptions. The obligations in Section 8.2 do not apply to information that: (a) was publicly known without breach of this Agreement; (b) was rightfully in Recipient’s possession before disclosure; (c) was independently developed without use of or reference to Discloser’s Confidential Information; or (d) was rightfully obtained from a third party without restriction.
9.1 Compliance. The Software is subject to the export control laws and regulations of the United States, including the U.S. Export Administration Regulations (“EAR”, 15 C.F.R. Parts 730–774) and the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).
9.2 Restrictions. Licensee shall not, and shall not permit any third party to, export, re-export, transfer, release, or otherwise make available the Software, directly or indirectly: (a) to any country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) to any party listed on the U.S. Treasury Department’s Specially Designated Nationals (SDN) List or the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List; or (c) for any end use prohibited by U.S. law, including any use related to weapons of mass destruction, missile technology, or unauthorized military or intelligence applications.
9.3 Representations. Licensee represents and warrants that: (a) Licensee is not located in, organized under the laws of, or ordinarily resident in any country or region described in Section 9.2(a); (b) Licensee is not a party described in Section 9.2(b); and (c) Licensee shall comply with all applicable export control and sanctions laws in connection with its use of the Software.
9.4 U.S. Government End Users. The Software is “commercial computer software” and the Documentation is “commercial computer software documentation” within the meaning of FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure by the U.S. Government is subject solely to the terms of this Agreement.
The Software and Documentation are provided “as is” and “as available,” with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, High Tide disclaims all warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. High Tide does not warrant that the Software will be uninterrupted, error-free, secure, or free of harmful components, or that any defects will be corrected. Licensee bears the entire risk as to the quality, performance, and results obtained from use of the Software.
Some jurisdictions do not allow the exclusion of certain warranties; to the extent such exclusions are not permitted, the warranties in this Section 10 are limited to the minimum extent required by applicable law.
11.1 Exclusion of Damages. To the maximum extent permitted by applicable law, in no event shall High Tide be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or use, arising out of or related to this Agreement or the Software, whether in contract, tort (including negligence), strict liability, or otherwise, even if High Tide has been advised of the possibility of such damages.
11.2 Cap. High Tide’s total cumulative liability arising out of or related to this Agreement or the Software, regardless of the cause or form of action, shall not exceed the fees actually paid by Licensee to High Tide for the Software during the six (6) month period immediately preceding the event giving rise to the claim.
11.3 Basis of the Bargain. The parties acknowledge that the limitations in this Section 11 are an essential basis of the bargain between them and that fees would be substantially higher without these limitations. The limitations apply notwithstanding the failure of essential purpose of any limited remedy.
12.1 Term. This Agreement commences on the date Licensee first accepts it (by clicking “I Agree” during the license purchase process, by installation, activation, or use of the Software, or by execution of an Order referencing this Agreement, whichever occurs first) and continues until terminated as provided herein.
12.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. High Tide may terminate immediately upon written notice for any breach of Section 3 (Restrictions), Section 8 (Confidentiality), or Section 9 (Export Control and Sanctions).
12.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder immediately terminate; (b) Licensee shall promptly cease all use of the Software, deactivate all Instances, and destroy or return all copies of the Software and Documentation in its possession or control; and (c) upon High Tide’s request, Licensee shall certify such destruction or return in writing.
12.4 Survival. Sections 1, 2.3, 3, 5.1, 6, 7, 8, 9, 10, 11, 12.3, 12.4, and 13 shall survive any termination or expiration of this Agreement.
13.1 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Hanover County, North Carolina for any dispute arising out of or related to this Agreement, except that High Tide may seek injunctive or equitable relief in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Assignment. Licensee may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without High Tide’s prior written consent. Any attempted assignment in violation of this Section is void. High Tide may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
13.3 Notices. Notices to High Tide shall be sent to 337 Tall Ships Lane, Hampstead, NC 28443, with a copy by email to legal@hightidesoftware.ai (or such other address as High Tide may designate). Notices to Licensee shall be sent to the address provided in the Order or in Licensee’s account record.
13.4 Force Majeure. Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control.
13.5 Independent Contractors. The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
13.6 Severability; Waiver. If any provision of this Agreement is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. No waiver shall be effective unless in writing and signed by the waiving party.
13.7 Entire Agreement. This Agreement, together with any Order referencing it and High Tide’s then-current published refund policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. Any conflicting or additional terms in Licensee’s purchase order or similar document are rejected and shall have no effect.
13.8 Amendments. This Agreement may be amended only by a written instrument signed by an authorized representative of each party, except that High Tide may publish updated versions of this Agreement and require Licensee’s re-acceptance as a condition of continued use of new versions of the Software.