End-User License Agreement

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND Cyberist AI FOR DIGITAL CONTENT, VIDEO CONTENT AND ASSOCIATED MEDIA AND PRINTED MATERIALS, AND MAY INCLUDE ONLINE OR ELECTRONIC DOCUMENTATION SOFTWARE PRODUCT OR SOFTWARE (COLLECTIVELY, THE “Software”). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE SOFTWARE LICENSE AND DISCLAIMER OF SOFTWARE WARRANTY BELOW. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT INSTALL OR USE THE SOFTWARE.

CYBERIST AI RESERVES THE RIGHT TO AMEND OR UPDATE THE TERMS OF THIS AGREEMENT AT ANY TIME, ACTING IN GOOD FAITH, THE PUBLICATION OF WHICH ON CLAREST AI'S WEBSITE SHALL CONSTITUTE VALID AMENDMENT WITHOUT THE REQUIREMENT TO NOTIFY YOU OR ANY OTHER PARTY. SUCH UPDATED OR AMENDED TERMS SHALL TAKE PRECEDENCE OVER THESE TERMS AND SHALL FORM THE LEGALLY BINDING AGREEMENT BETWEEN YOU AND CYBERST AI.

The software is the term for Cyberist AI digital content and includes any upgrades, updates and subsequent versions, maintenance release or other changes.

1. Grant of License; Software Use Restrictions 

Software

Cyberist AI provides Software in the form of three solutions:

• Digital Microsoft Word Format
• Digital Video Format (.mp4)
• Digital SCORM Format

Cyberist AI solutions are for corporate LMS platforms, internal corporate website platforms (SharePoint, WordPress, etc.) or other internal server-based platforms.

Cyberist AI license is corporate based, where:

• Digital format is hosted to corporate associates.

Conditions of Use

In consideration for your payment of any applicable license fee for the Software, Cyberist AI hereby grants to you a corporate, nontransferable and non-exclusive right to use and execute the Software on internal corporate computer(s). Under no circumstance may you store, share, use or allow the use of the Software in any manner on non-corporate computers or use for hosted SAAS solutions to service end-users outside of the licensee's computer systems.

You agree that you will not reverse engineer, decompile or disassemble any portion of the Software. If you dispose of any media or apparatus containing Software, you will ensure that you have entirely erased or otherwise destroyed any Software included on such media or stored in such apparatus.

License, Support and Maintenance Issuance Policy

To acquire a license to use the Software, the customer needs to purchase the digital media from the Cyberist AI website.

Cyberist AI will grant a license to use the Software as described in this Agreement only after:

• All monies owed Cyberist AI or payable in respect of any Software use have been paid in advance in full and cleared by Cyberist AI's representative bank or, where applicable, Cyberist AI has issued the appropriate invoice to you (which shall at all times be payable within no more than 30 days, and failure to pay such sums within the 30-day period entitling Cyberist AI to immediately terminate this Agreement and all rights of use of the Software); and all Required Information has been provided to Cyberist AI.

Cyberist AI will provide Support if the following condition is true:

• Digital content is corrupt in any manner

Transfer Restrictions

Transfer rights of use of the Software to any Affiliates, outside parties or their respective successors is prohibited.

2. Copying Restrictions

To affect your license rights hereunder, you may install the Software by copying it onto the hard disk drive or into the CPU memory of a single computer for use thereon, and you may make full or partial copies of the Software, but only as necessary for backup or archival purposes. 

You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Cyberist AI on the authorized copy of the Software that you downloaded from the Cyberist AI website.

3. Ownership of Software and Media

You agree and acknowledge that Cyberist AI transfers no ownership interest in the Software, in the intellectual property in any Software or any Software copy, to you under this Agreement or otherwise, and that Cyberist AI and its licensors reserve all rights not expressly granted to you hereunder. You may own the media on which the Software was initially provided to you hereunder and on which you subsequently copy the Software, but Cyberist AI and its licensors shall retain ownership of all Software and copies of the Software or portions thereof embodied in or on such media.

4. Export Restrictions

The software is exported from the United States under the Export Administration Regulations. Diversion contrary to U.S. law is prohibited. You agree that you will not: (i) export or re-export the Software, directly or indirectly, to Iran, Syria, Sudan, Cuba or North Korea; or (ii) release the software to a person on the denied person list, unverified list, entity list, specially designated nationals list, debarred list or nonproliferation sanctions list (see https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern). The preceding obligations will apply to you unless the Office of Export Licensing of the U.S. Department of Commerce has granted authorization to you in writing for the export or re-export of the software. Your obligations under this section shall survive any termination of this Agreement.

5. Disclaimer of Software Warranty and Limitation of Liability

THE SOFTWARE IS PROVIDED “AS IS” AND CYBERIST AI MAKES NO REPRESENTATIONS OR WARRANTIES, AND CYBERIST AI DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION.

WITHOUT LIMITING THE FOREGOING, CYBERIST AI MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE AND DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL-SAFE, UNINTERRUPTED, OR FREE FROM ERRORS OR DEFECTS OR THAT THE Software WILL PROTECT AGAINST ALL POSSIBLE THREATS.

THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH-RISK SYSTEMS. WITHOUT LIMITING ANYTHING ELSE, CYBERIST AI HAS NO RESPONSIBILITY FOR, AND YOU WILL INDEMNIFY AND HOLD HARMLESS CYBERIST AI FROM, ALL CLAIMS, SUITS, DEMANDS, AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING, ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE, OR EXPENSES (INCLUDING ATTORNEYS FEES) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE ON OR IN A HIGH RISK SYSTEM, INCLUDING, WITHOUT LIMITATION, THOSE THAT (i) COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAIL- SAFE OR FAULT-TOLERANT FEATURES TO THE HIGH-RISK SYSTEM, (ii) ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF THE HIGH-RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF THE SOFTWARE OR THAT THE FAILURE OF THE SOFTWARE CAUSED A HIGH-RISK SYSTEM TO FAIL.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT AND/OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED THE AMOUNT OF TOTAL FEES PAID OR PAYABLE BY YOU FOR THE Software GIVING RISE TO SUCH CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

No provision of this Agreement shall exclude or limit in any way your liability for excess usage of and/or any breach of Cyberist AI’s intellectual property rights in the Software.

THE LIMITATION OF LIABILITY IN THIS SECTION IS BASED ON THE FACT THAT END USERS USE THEIR COMPUTERS FOR DIFFERENT PURPOSES. THEREFORE, ONLY YOU CAN IMPLEMENT BACKUP PLANS AND SAFEGUARDS APPROPRIATE TO YOUR NEEDS IF AN ERROR IN THE Software CAUSED COMPUTER PROBLEMS AND RELATED DATA LOSSES. FOR THESE BUSINESS REASONS, YOU AGREE TO THE LIMITATIONS OF LIABILITY IN THIS SECTION AND ACKNOWLEDGE THAT WITHOUT YOUR AGREEMENT TO THIS PROVISION, THE FEE CHARGED FOR THE Software WOULD BE HIGHER.

7. Governing Law

This Agreement shall be governed by and construed under the laws of the State of Ohio as applied to other instruments made by Ohio residents to be performed entirely within the State of Ohio, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

8. Modification of Agreement

Cyberist AI may amend this Agreement from time to time by posting an amended version on its website and in the installation process of the Software.

If you have questions about Cyberst AI's End User License Agreement, please contact us at sales@cyberist.ai.

Last Updated: Feb 23, 2025