This Software License Agreement (the “Agreement”) is entered into between Baseline DCF (“Licensor”) and the individual or entity that accepts these terms (“Licensee”). The date Licensee first accepts this Agreement is the “Effective Date.” Licensee accepts this Agreement by clicking “I Accept,” creating an Account, completing a purchase, or installing or using the Software. If Licensee is accepting on behalf of a company or other legal entity, the individual accepting represents that they have authority to bind that entity.
Licensor’s affiliate has developed proprietary software for performing discounted cash flow valuation analysis, and Licensor has obtained from such affiliate the right to license and sublicense such software.
1. Definitions
1.1 “Account” means the online account Licensee creates with Licensor through which Licensee subscribes to and manages access to the Software.
1.2 “Authorized User” means an individual employee or contractor of Licensee who is authorized by Licensee to use the Software through a Licensed Install assigned to that individual.
1.3 “Documentation” means the user guides, technical specifications, and other materials provided by Licensor describing the operation and functionality of the Software.
1.4 “License Key” means the unique activation code issued by Licensor that enables a Licensed Install on a single designated machine.
1.5 “Licensed Install”means one activated installation of the Software, on one designated machine, used by one Authorized User, enabled by a unique License Key issued by Licensor. The number of Licensed Installs Licensee is entitled to is determined by Licensee’s Subscription Plan.
1.6 “Licensee Data” means any data, information, or content (including financial inputs, assumptions, and comparable company data) that Licensee or its Authorized Users input into, upload to, or generate using the Software.
1.7 “Software”means Licensor’s proprietary discounted cash flow (DCF) valuation software, owned by Licensor’s affiliate and licensed to Licensor with rights to sublicense, including all Updates, in object code form only.
1.8 “Subscription Plan”means the subscription plan Licensee selects at checkout, which specifies the number of Licensed Installs, the Subscription Term, and the applicable fees, as confirmed in Licensee’s purchase confirmation and Account.
1.9 “Subscription Term”means the period of Licensee’s active paid subscription (monthly, annual, or multi-year), as selected at checkout and reflected in the Account.
1.10 “Trial Period” has the meaning given in Section 3.1.
1.11 “Updates” means bug fixes, patches, minor enhancements, and new versions of the Software that Licensor generally makes available to subscription customers at no additional charge during the Subscription Term.
2. Grant of License
2.1 License Grant
Subject to the terms of this Agreement and Licensee’s payment of all applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to install the Software, up to the number of Licensed Installs included in Licensee’s Subscription Plan, on machines owned or controlled by Licensee, and to permit its Authorized Users to use the Software solely for Licensee’s internal business purposes.
2.2 Licensed Installs
Licensee may install and use the Software only up to the number of Licensed Installs included in its Subscription Plan. Each Licensed Install is assigned to a single named Authorized User and a single designated machine. License Keys are non-transferable except as provided in Section 2.4. Licensee shall not share, copy, or otherwise distribute License Keys, and shall not permit a single Licensed Install to be used by more than one individual.
2.3 License Restrictions
Licensee shall not, and shall not permit any third party to: (a) copy, modify, translate, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent such restriction is prohibited by applicable law; (c) rent, lease, lend, sell, sublicense, assign, or transfer the Software or access to it to any third party; (d) use the Software to provide services to third parties on a service bureau, time-sharing, or hosted basis; (e) remove, alter, or obscure any proprietary notices in the Software; (f) circumvent or disable any License Key, activation mechanism, or other technical protection measure; or (g) use the Software in violation of applicable law.
2.4 License Keys, Reassignment, and Audit
Licensor will issue one License Key per Licensed Install included in Licensee’s Subscription Plan. Each License Key is bound to a single designated machine upon activation. License Keys may be reassigned to a different machine or different Authorized User only with Licensor’s prior approval (which shall not be unreasonably withheld for legitimate business reasons such as device replacement, hardware failure, or employee turnover); upon such approval, Licensor will deactivate the prior License Key and issue a replacement. Licensee shall not (a) share, duplicate, transfer, or attempt to bypass any License Key; (b) permit any Licensed Install to be used concurrently by more than one individual; or (c) otherwise circumvent the License Key mechanism. No more than once per calendar year, on at least thirty (30) days’ prior written notice, Licensor may audit Licensee’s use of the Software to verify compliance with this Section. If an audit reveals unauthorized installs or License Key sharing, Licensee shall pay the underpaid fees for the affected use plus the reasonable cost of the audit.
3. Trial, Subscription, Fees, and Payment
3.1 Trial Period
Licensor offers a thirty (30) day trial of the Software (the “Trial Period”). To begin the Trial Period, Licensee must create an Account and accept this Agreement. No payment method is required to begin the Trial Period. The Trial Period commences on the date Licensee first activates the Software using a License Key issued under this Agreement, and ends thirty (30) days thereafter. During the Trial Period, Licensee may use the Software at no charge, subject to all terms of this Agreement.
3.2 Trial Expiration
At the end of the Trial Period, Licensee’s License Key will be deactivated and Licensee’s access to the Software will cease unless Licensee has subscribed to a paid Subscription Plan before that time. Licensor will not automatically charge Licensee or convert Licensee’s trial to a paid subscription. To continue using the Software after the Trial Period, Licensee must affirmatively subscribe to a Subscription Plan through the Account and provide a valid payment method, at which point Licensee’s paid Subscription Term will commence.
3.3 Subscription Term and Fees
Licensor offers monthly, annual, and multi-year Subscription Plans. The applicable fees, billing frequency, and Subscription Term are those displayed at checkout when Licensee selects a Subscription Plan, and are reflected in Licensee’s purchase confirmation and Account. Fees are calculated based on the number of Licensed Installs Licensee selects.
3.4 Billing and Payment
All payments are processed through Stripe, Licensor’s third-party payment processor. By providing a payment method, Licensee authorizes Licensor (acting through Stripe) to charge Licensee’s payment method for all applicable fees on each billing date corresponding to the Subscription Plan. Monthly subscriptions are billed monthly in advance; annual and multi-year subscriptions are billed annually in advance for each year of the Subscription Term, unless otherwise specified at checkout. All fees are non-refundable except as expressly provided in this Agreement. Licensee is responsible for keeping its payment method current and accurate, and agrees to be bound by Stripe’s terms of service applicable to payment transactions.
3.5 Adding Licensed Installs
Licensee may purchase additional Licensed Installs at any time through the Account, with fees prorated for the remainder of the then-current Subscription Term.
3.6 Taxes
Fees are exclusive of all taxes. Licensee is responsible for all sales, use, value-added, goods and services, and similar taxes, except for taxes based on Licensor’s net income.
3.7 Suspension for Non-Payment
If Licensee’s payment method is declined or Licensee fails to pay any undisputed amount within fifteen (15) days after the payment due date, Licensor may suspend Licensee’s access to the Software (including by disabling License Keys) until payment is received.
3.8 Price Changes
Licensor may change pricing for any Subscription Plan upon at least thirty (30) days’ notice to Licensee (which may be provided by email or through the Account). Price changes will apply at the start of Licensee’s next renewal Subscription Term; price changes do not apply to fees already paid for the then-current Subscription Term.
4. Intellectual Property
4.1 Ownership of Software
The Software, the Documentation, and all related intellectual property rights are owned by Licensor or its licensors. Licensor (and, as applicable, its licensors) retain all right, title, and interest in and to the Software, the Documentation, and all related intellectual property rights, including any modifications, enhancements, or derivative works thereof. No rights are granted to Licensee other than as expressly set forth in this Agreement.
4.2 Licensee Data and Outputs
As between the Parties, Licensee retains all right, title, and interest in and to Licensee Data and to the valuations, analyses, reports, and other outputs that Licensee or its Authorized Users generate using the Software (“Outputs”). Licensor obtains no rights in Licensee Data or Outputs other than the limited right to process Licensee Data solely as necessary to provide the Software and support services to Licensee.
4.3 Aggregated Usage Data and Feedback
Licensor and its affiliates may collect and use aggregated, de-identified data regarding the operation, performance, and use of the Software (such as feature usage frequency, error rates, and performance metrics) to monitor, maintain, and improve the Software. Such aggregated data shall not include Licensee Data, Outputs, or any information that identifies Licensee or any individual. If Licensee provides any suggestions, comments, or feedback regarding the Software (“Feedback”), Licensor and its affiliates may use such Feedback without restriction or obligation to Licensee.
5. Confidentiality and Security
5.1 Confidentiality
Each Party (the “Receiving Party”) shall protect the non-public information of the other Party (the “Disclosing Party”) that is marked or identified as confidential or that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”) using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The Software is Licensor’s Confidential Information; Licensee Data is Licensee’s Confidential Information. The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, advisors, and affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. These obligations do not apply to information that is publicly available through no fault of the Receiving Party, was rightfully known by the Receiving Party before disclosure, is rightfully obtained from a third party without restriction, or is independently developed by the Receiving Party. If the Receiving Party is compelled by law to disclose Confidential Information, it shall, where legally permissible, give the Disclosing Party prior notice and reasonable cooperation in seeking a protective order.
5.2 Security and Breach Notification
Licensor shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Licensee Data that Licensor receives in the course of providing support services, including encryption in transit and at rest, access controls, regular security testing, and employee security training. Licensor shall notify Licensee without undue delay, and in any event within seventy-two (72) hours of confirming, any unauthorized access, acquisition, use, disclosure, modification, or destruction of Licensee Data in Licensor’s possession or control.
6. Support and Updates
During the Subscription Term, Licensor will provide technical support to Licensee in accordance with Licensor’s then-current standard support policy and will make Updates available at no additional charge. Licensor will not materially reduce the level of support provided to Licensee during a paid Subscription Term. Licensee is responsible for installing Updates on its systems. Support does not include issues caused by Licensee’s modification or misuse of the Software, issues caused by Licensee’s hardware or third-party software, on-site support, or custom development.
7. Warranties and Disclaimers
7.1 Limited Software Warranty
Licensor warrants that, for ninety (90) days after the Software is first made available to Licensee under a paid Subscription Plan (excluding the Trial Period), the Software will perform substantially in accordance with the Documentation under normal use. Licensee’s exclusive remedy, and Licensor’s sole obligation, for breach of this warranty is for Licensor to use commercially reasonable efforts to correct the non-conforming Software or, if Licensor determines such correction is not commercially feasible, to refund the prepaid fees for the affected portion of the Subscription Term.
7.2 Trial Period “As Is”
DURING THE TRIAL PERIOD, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND THE LIMITED WARRANTY IN SECTION 7.1 DOES NOT APPLY.
7.3 Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
7.4 No Financial or Investment Advice
THE SOFTWARE IS A COMPUTATIONAL TOOL. THE OUTPUTS OF THE SOFTWARE ARE NOT, AND SHALL NOT BE CONSTRUED AS, FINANCIAL, INVESTMENT, LEGAL, ACCOUNTING, OR TAX ADVICE. LICENSEE IS SOLELY RESPONSIBLE FOR THE ACCURACY OF INPUTS AND FOR ALL DECISIONS MADE BASED ON OUTPUTS. LICENSOR DISCLAIMS ALL LIABILITY FOR INVESTMENT, BUSINESS, OR OTHER DECISIONS MADE BY LICENSEE OR ANY THIRD PARTY IN RELIANCE ON THE SOFTWARE OR ITS OUTPUTS.
8. Limitation of Liability
EXCEPT FOR THE EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, FOR ANY CLAIM ARISING FROM EVENTS OCCURRING DURING THE TRIAL PERIOD, ONE HUNDRED U.S. DOLLARS ($100)). “Excluded Claims” means: (a) Licensee’s payment obligations; (b) either Party’s indemnification obligations; (c) breach of confidentiality; and (d) Licensee’s breach of the license restrictions in Section 2.3 or infringement of Licensor’s or its affiliates’ intellectual property rights.
9. Indemnification
9.1 Indemnification by Licensor
Licensor will defend, indemnify, and hold harmless Licensee from and against any third-party claims, and pay any final judgments awarded or settlements approved by Licensor, alleging that the Software, as provided by Licensor and used in accordance with this Agreement, infringes such third party’s patent, copyright, trademark, or trade secret rights. Licensor’s obligations do not apply to claims arising from: (a) modifications to the Software not made by Licensor or its affiliates; (b) use of the Software in combination with other products not provided by Licensor or its affiliates where the claim would not arise but for such combination; or (c) use of the Software other than as authorized under this Agreement. If the Software is, or in Licensor’s opinion is likely to become, the subject of an infringement claim, Licensor may, at its option: (i) procure the right for Licensee to continue using the Software; (ii) modify the Software to make it non-infringing while preserving substantially equivalent functionality; or (iii) terminate the affected license and refund the prepaid fees for the unused portion of the Subscription Term. This Section states Licensor’s entire liability and Licensee’s exclusive remedy for infringement claims.
9.2 Indemnification by Licensee
Licensee will defend, indemnify, and hold harmless Licensor and its affiliates from and against any third-party claims, and pay any final judgments awarded or settlements approved by Licensee, arising out of: (a) Licensee Data; (b) Licensee’s use of the Software in violation of this Agreement or applicable law; or (c) any decisions made or actions taken by Licensee or third parties based on the Outputs.
9.3 Procedure
The indemnified Party shall promptly notify the indemnifying Party of any claim, give the indemnifying Party sole control over the defense and settlement (provided that no settlement requiring an admission or unindemnified payment by the indemnified Party may be made without its consent), and provide reasonable cooperation at the indemnifying Party’s expense.
10. Term and Termination
10.1 Term and Renewal
This Agreement begins on the Effective Date and continues for so long as Licensee has an active Trial Period or paid Subscription Term, unless earlier terminated as provided herein. Each paid Subscription Term will automatically renew for successive periods of equal length at Licensor’s then-current rates, unless Licensee cancels through the Account at least one (1) day before the end of the then-current Subscription Term (or, for monthly subscriptions, before the next billing date).
10.2 Cancellation by Licensee
Licensee may cancel its subscription at any time through the Account. Cancellation takes effect at the end of the then-current Subscription Term (or, for monthly subscriptions, at the end of the current monthly billing period). Licensee will retain access to the Software through the end of the period for which Licensee has paid. Fees paid for the current Subscription Term are not refundable except as expressly provided in this Agreement.
10.3 Termination for Cause by Licensor
Licensor may terminate this Agreement and Licensee’s subscription immediately upon notice if Licensee (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice (or ten (10) days for non-payment); (b) breaches Section 2.3 (License Restrictions); or (c) becomes insolvent or subject to bankruptcy proceedings not dismissed within sixty (60) days.
10.4 Effect of Termination
Upon expiration, cancellation, or termination: (a) all licenses granted hereunder immediately terminate; (b) Licensee shall cease all use of the Software, uninstall all copies from its systems, and, upon Licensor’s request, certify in writing to Licensor that it has done so; (c) License Keys may cease to function; and (d) each Party shall return or destroy the other’s Confidential Information, except as required by law or for legitimate archival purposes. Termination does not relieve Licensee of its obligation to pay accrued fees. Sections 1, 2.3 (with respect to post-termination use), 3.4–3.6 (as to accrued amounts only), 4, 5, 7.3, 7.4, 8, 9, 10.4, 10.5, and 11 survive termination.
10.5 Bankruptcy and Affiliate Continuity
The Parties acknowledge that the licenses granted under this Agreement are licenses of “intellectual property” within the meaning of Section 365(n) of the United States Bankruptcy Code, and Licensee shall retain all rights granted under this Agreement to the maximum extent permitted by Section 365(n). Licensor’s rights to license the Software are sourced from an affiliate; in the event of insolvency, bankruptcy, or dissolution of such affiliate, Licensor shall use commercially reasonable efforts to preserve Licensee’s rights under this Agreement, including by acquiring or assuming the underlying intellectual property rights or by ensuring continuity of the license.
11. General
11.1 Modifications to this Agreement
Licensor may modify this Agreement from time to time. If Licensor makes a material change, Licensor will notify Licensee at least thirty (30) days before the change takes effect (which notice may be provided by email to the address associated with the Account or through the Account). The modified Agreement will apply to Licensee from the effective date of the change. If Licensee does not agree to the modification, Licensee’s sole remedy is to cancel the subscription before the change takes effect; continued use of the Software after the effective date of the modification constitutes acceptance of the modified Agreement.
11.2 Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any disputes arising under this Agreement. Before initiating litigation, the Parties shall attempt in good faith to resolve any dispute through informal discussion for at least thirty (30) days; this requirement does not apply to claims for injunctive relief related to intellectual property or confidentiality.
11.3 Assignment
Licensee may not assign this Agreement without Licensor’s prior written consent. Licensor may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.
11.4 Notices
Notices to Licensor shall be sent to info@baselinedcf.com. Notices to Licensee may be provided by email to the address associated with the Account, through the Account, or to any notice address provided in an Order Form, and are effective when sent.
11.5 Force Majeure
Neither Party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control.
11.6 Independent Contractors and Export Compliance
The Parties are independent contractors. Licensee shall comply with all applicable export control and economic sanctions laws and regulations and shall not export, re-export, or transfer the Software to any restricted destination, entity, or person.
11.7 Entire Agreement
This Agreement, together with any Order Form executed between the Parties, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings. In the event of conflict between this Agreement and an Order Form, the Order Form prevails only with respect to a specific Section of this Agreement that the Order Form expressly references by number and that the Order Form expressly modifies using the words “notwithstanding” or “supersedes.”
11.8 Severability and Counterparts
If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. Licensee’s acceptance of this Agreement (by clicking “I Accept,” creating an Account, completing a purchase, or installing or using the Software) has the same legal effect as a signed agreement.