The PanX Software End User License Agreement (EULA) contains Licensee’s rights and obligations with respect to the use and access to PanX and all PanX products. Any additional, including preprinted terms proposed or provided by Licensee are rejected and shall be treated as void ab initio.

PANOPTIMIZATION LLC
PANX SOFTWARE END USER LICENSE AGREEMENT
LICENSOR PROVIDES THE PANX SOFTWARE (THE “SOFTWARE”) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) AND UPON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THIS AGREEMENT. BY CLICKING THE “I AGREE” BUTTON YOU
(A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DOCUMENTATION. LICENSOR AND LICENSEE ARE EACH A “PARTY” AND TOGETHER THEY ARE THE “PARTIES”.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.

LICENSOR RESERVES THE RIGHT TO MODIFY THIS AGREEMENT FROM TIME TO TIME. YOUR CONTINUED USE OF THE SOFTWARE AFTER ANY SUCH MODIFICATION WILL CONSTITUTE ACKNOWLEDGEMENT AND AGREEMENT TO THE AGREEMENT, AS AMENDED. YOUR USE OF THE SOFTWARE MAY BE SUBJECT TO SUPPLEMENTAL TERMS AND CONDITIONS AS MAY BE IN EFFECT FROM TIME TO TIME DURING THE TERM. LICENSOR DOES NOT AGREE TO ANY OTHER TERMS, INCLUDING WITHOUT LIMITATION ANY TERMS ON LICENSEE’S PURCHASE ORDER.

I. DEFINITIONS
The following capitalized terms as used herein shall have the meaning ascribed to them below.
1.1 “Authorized Users” shall mean Licensee’s employees and contractors that are authorized to use the Software.
1.2 “Documentation” shall mean Licensor’s then current help guides, manuals or tutorial videos published by Licensor or made generally available by Licensor for the Software.
1.3 “Funded Research” means any research or educational project that is sponsored, co-sponsored, hosted or supported, either through donations, grants, or otherwise, by a non-educational institution.

1.4 “Intellectual Property Rights” shall include all past, present and future rights, throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, whether registered or unregistered, in and to all copyrights, patents, data, trademarks, service marks, domain names and trade secrets. Such rights shall include moral rights and sui generis rights.
1.5 “Licensee” shall mean the person or entity who is licensing the Software under this Agreement.
1.6 “License Guidelines” means the guidelines for the License Type specified in this Agreement.
1.7 “Licensor Materials” shall mean any written materials, including, without limitation, Documentation and training materials provided by Licensor to Licensee.
1.8 “License Server” means an application which manages floating licenses for the Software and permits the legal authorized use of the Software.
1.9 “License Type” shall mean the license type specified in this Agreement.
1.10 “Software” shall mean the PanX Software.

II. LICENSE
2.1 License Fees. All license fees are non-refundable. License Fees do not include any sales, VAT, excise or similar taxes (“Taxes”). The reporting and payment of all Taxes is the sole responsibility of Licensee. Licensee indemnifies, defends and holds harmless Licensor for any loss or expense incurred by Licensor due to any actual or threatened claim, investigation or demand that Licensee failed to pay or report Taxes.
2.2 License Grant to the Software
(a) Subject to the payment of the License Fees, as applicable, and the other limitations or restrictions contained herein, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited, personal, non-transferable, non-sublicensable and non-exclusive license to use the Software during the Term solely for Licensee’s internal purposes and further subject to the terms and conditions of this Agreement.
(b) Licensor will make the Documentation accessible to Licensee. Licensee may use the Documentation to instruct its Authorized Users in the operation of the Software. All copies of the Documentation shall be and shall remain the property of Licensor and Licensee may not copy or distribute the Documentation.
(c) The grant of rights hereunder to the Software is not a sale of the Software or any portion thereof. This license herein is not a grant of any license to the source code of the Software.
2.3 License Restrictions. The limited license granted in Section 2.2 is subject to the following restrictions:
(a) the Software may not be used by any person or entity that is not an Authorized User;
(b) the Software may be installed and used solely in accordance with the License Guidelines for the specified License Type as specified in Section 2.4 of this Agreement;
(c) Licensee must at all times control the access and use of the Software and not grant or permit third parties access to or use of the Software;
(d) Licensee shall not reverse engineer, modify, disassemble, decompile, or otherwise attempt to derive the source code of the Software or permit others to do so;
(e) Licensee shall not sublicense or use the Software for time-sharing, rental, outsourcing, or service bureau use, or to train persons other than Authorized Users, unless previously agreed to in writing by Licensor;
(f) Licensee shall not use the Software in violation of any law, regulation, or rule; and

(g) Without limiting the generality of the foregoing, Licensee acknowledges that the Software is subject to export control and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including the U.S. Export Administration Regulations (“EAR,” 15 C.F.R. Parts 730-774) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC,” 31 C.F.R. §§ 500, et seq.). Licensee shall not directly or indirectly use, export, reexport, transfer (in-country), or otherwise allow access to or use of the Software, or any Licensor Materials or Confidential Information, to, by, for, or in support of any (i) country or region subject to U.S. or other applicable embargo or sanctions, (ii) sanctioned or denied person, or (iii) prohibited end use under U.S. or other applicable law, unless approved by the relevant government authority or otherwise authorized by law.
2.4 Additional Restrictions for Educational Licensee.  If Licensee is an educational institution the following additional restrictions shall apply.   Educational licenses of the Software can be purchased and used only by officially accredited educational institutions, i.e. only by institutions recognized by national accrediting bodies. This includes specifically universities and similar degree-granting institutions of higher learning (including distance learning and continuing education programs), academic and technical schools and colleges as well as vocational training institutions.  Licensee agrees that upon request from Licensor, Licensee shall provide written evidence showing its status as an accredited educational institution.  An educational license prohibits any and all commercial uses of the Software. This explicitly includes commercial training courses, and any side businesses of individuals and institutions such as coaching, training, consulting, and similar activities. Use of the Software under an educational license is explicitly restricted to academic teaching and research on behalf of the educational institution.  Licensee shall not use or allow the Software to be uses for Funded Research. Violation of this section, may result at Licensor’s option, in the immediate termination of this Agreement and accompanying licenses without any refund or the conversion of this Agreement to a commercial license that requires the immediate payment of Licensor’s standard commercial License Fee.

2.5 License Types; License Guidelines.
(a) Node-Locked means that the Software may be installed on a single physical workstation in Licensee’s network. The Software may not be installed, accessed, displayed, run, shared, or used concurrently on or from a different workstation unless a separate license has been purchased for each such additional workstation.
(b) Floating License means the Software may be installed on multiple workstations in Licensee’s network via a License Server, subject to the concurrent usage limit specified by Licensor.

2.6 Ownership/Retention of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that:
(a) except for the limited licenses granted in Section 2.2 of this Agreement, Licensor and its suppliers, as applicable retain all right, title and interest, including all Intellectual Property Rights, in and to the Software and Licensor Materials. Licensee acknowledges and agrees that it does not acquire any Intellectual Property or other rights, express or implied, in or to the Software or Licensor Materials;
(b) any configuration or deployment of the Software shall not affect or diminish Licensor’s rights, title, and interest in and to the Software; and
(c) in the event that Licensee voluntarily provides, suggests, or offers any oral or written suggestions, improvements or feedback regarding the Software or its functionality (“Feedback”), Licensee acknowledges that all such Licensee Feedback and any implementation of such Licensee Feedback is and will remain the sole and exclusive property of Licensor and all such Licensee Feedback shall be free from any confidentiality restrictions that might otherwise be imposed upon Licensor. Licensee hereby irrevocably assigns to Licensor all Intellectual Property Rights and all other rights and title in and to all Licensee Feedback. Licensee agrees to execute such further documents and agreements as requested by Licensor from time to time to vest, perfect or evidence Licensor’s Intellectual Property Rights or title in and to the Licensee Enhancements. This Section 2.6 shall survive termination of this Agreement.
2.7 Government Rights. Licensee represents and warrants that it is not required to provide any license rights to the Software to any federal, state or local government agency under any contract or subcontract.
2.8 Assignment. Neither this Agreement, nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, whether contractually or by operation of law, in whole or in part by Licensee, and any such attempted assignment shall be void and of no effect without the advance written consent of Licensor.

III. TERM AND TERMINATION
3.1 Term. This license is for a limited term. It shall commence on the Effective Date indicated in the order form between Licensee and Licensor (the “Order Form”) and terminate automatically on the date indicated in the Order Form. Licensor may terminate this license at any time upon a material violation of this Agreement including without limitation violation of Section 2 of this Agreement.
3.2 Effect of Termination. Upon termination of this Agreement, Licensee shall: (a) cease using the Software, Licensor Materials and Confidential Information of Licensor; and (b) certify to Licensor within fifteen (15) days after termination of this Agreement that Licensee has destroyed, or has returned to Licensor, all Licensor Materials and Confidential Information, and all copies thereof, whether or not modified or merged into other materials.
3.3 Suspension. Licensor may suspend this Agreement, with or without notice, if Licensee does not pay the amounts due under this Agreement; if Licensee does not comply with the terms and conditions of the present Agreement or if Licensee violates any other terms of this Agreement.

IV. LIMITED WARRANTIES AND DISCLAIMERS
4.1 Authority. Each Party represents and warrants that it has the authority to enter into this Agreement.
4.2 Disclaimers.
LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE, ALL OF WHICH ARE DISCLAIMED. THE LICENSED SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, RELIABILITY, COMPLETENESS AND EFFORT IS WITH THE LICENSEE AND AUTHORIZED USERS. USE OF THE LICENSED SOFTWARE IS AT LICENSEE’S OWN RISK. LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE.

 

V. INDEMNITY. Licensee agrees to indemnify, defend, and hold Licensor harmless from and against all third party claims and related liabilities, costs, damages, and expenses (including reasonable attorney’s fees and costs) arising from Licensee’s (i) use of the Software in violation of this Agreement or the Documentation; (ii) use of the Software in combination with data, software, hardware, or equipment not provided or authorized by Licensor; and (iii) modification of the Software not authorized by Licensor.

VI. LIMITATION OF LIABILITY. THE PROVISION OF THE SOFTWARE UNDER THIS AGREEMENT IS EXPERIMENTAL AND SHALL NOT CREATE ANY OBLIGATION FOR LICENSOR TO CONTINUE TO DEVELOP, PRODUCTIZE, SUPPORT, REPAIR, OFFER FOR SALE, OR CONTINUE TO DEVELOP THE SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE OPERATION OF THE SOFTWARE BY ANYONE OTHER THAN AN AUTHORIZED USER. LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY LOST DATA. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN SECTION IV, LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR ANY THIRD PARTY DUE TO LICENSEE’S OR ANY AUTHORIZED USER’S USE OF THE LICENSED SOFTWARE OR DUE TO LICENSEE’S OR ANY AUTHORIZED USER’S ACTS, INCLUDING NEGLIGENCE. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES. LICENSOR’S AGGREGATE LIABILITY TO LICENSEE WILL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID TO LICENSOR IN THE 12 MONTHS PRECEDING THE CLAIM. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS EULA WITHOUT THIS SECTION.

VII. NONDISCLOSURE
7.1 This provision supersedes and replaces in its entirety any non-disclosure agreement (NDA) or similar confidentiality agreement between the parties whether prior to or after the date of this EULA and states Licensor’s exclusive confidentiality obligations. Licensee acknowledges that the Software, the existence of this Agreement, the terms and conditions hereof, the transactions contemplated hereby and other information, including, without limitation, customer, technical and financial information that Licensee receives connection with this Agreement, is considered private and confidential (the “Confidential Information”). Licensee will use reasonable diligence and in no event less than the degree of care which Licensee uses in respect to its own confidential and proprietary information of like nature, to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude information that: (a) is or becomes publicly known through no fault of Licensee; (b) is developed independently by the Licensee prior to the date of disclosure; or (c) is rightfully obtained by Licensee from a third party entitled to disclose the information without confidentiality restrictions. Licensee may disclose Confidential Information to the extent required by a court or other governmental authority, provided that Licensee promptly notifies Licensor of the disclosure requirement and cooperates with the Licensor (at the latter’s expense and at its request) to resist or limit the disclosure.
7.2 Licensee acknowledges that Licensee’s breach or threatened breach of this Section VII would cause Licensor irreparable injury for which there may be no adequate remedy at law. Licensor shall be entitled to seek injunctive relief in a court of competent jurisdiction in addition to other legal or equitable remedies and seek reimbursement for attorneys’ fees and costs incurred in connection with such breach or threatened breach.

 

VIII. U.S. Government End Users

8.1 This Software is “commercial computer software” as that term is defined in FAR 2.101 or DFARS 252.227-7014(a)(1), as applicable, and was developed exclusively at private expense. The U.S. Government acquires this commercial computer software and/or commercial computer software Documentation subject to the terms and conditions of this Agreement as specified in FAR 12.212 or DFARS 227.7202, as applicable, except as follows:

 

(a) Section III (Term and Termination) shall not apply. Instead, the Parties’ rights and obligations to terminate this Agreement, and in the event of such termination, shall be governed by the contract under which the U.S. Government acquired the Software.

(b) Section V (Indemnity) shall not apply. Instead, the Parties’ rights and obligations to indemnification under this Agreement shall be governed by the contract under which the U.S. Government acquired the Software.

(c) Section 9.5 (Entire Agreement) is amended to include all relevant purchase orders executed between the Parties, which shall be incorporated by reference and interpreted in accordance with applicable FAR Order of Precedence requirements.

(d) Section 9.8 (Governing Law) shall not apply. Instead, this Agreement shall be governed by and interpreted in accordance with federal procurement law, and any disputes between the Parties shall be resolved in accordance with the contract under which the U.S. Government acquired the Software.

8.2 In the event that any provision of this Agreement is deemed inconsistent with Federal law, such provision shall be deemed severed from this Agreement and replaced with Federal procurement law, including, without limitation, and FAR or DFARS clauses incorporated into the contract under which the U.S. Government acquired the Software.

 

IX.  GENERAL TERMS
9.1 Contract Interpretation. All headings in this Agreement are included solely for convenient reference and shall not affect its interpretation. Sections II through IX of this Agreement shall remain in effect after its termination or completion. If any provision of this Agreement is determined by a court to be unenforceable as drafted, that provision shall be construed in a manner designed to effectuate its purpose to the greatest extent possible under applicable law, and the enforceability of other provisions shall not be affected.
9.2 Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Parties, or as authorizing either Party to act as agent for the other or to enter into contracts on behalf of the other.
9.3 Reservation of Rights. Except as specifically provided in this Agreement, this Agreement does not offer or grant to either Party any rights or licenses under any present or future Intellectual Property of the other Party, and neither Party shall copy, distribute or disclose Intellectual Property of the other Party without the other Party’s consent, remove, alter or obfuscate any copyright or other proprietary rights notices placed on or embedded in the other Party’s Intellectual Property, or fail to reproduce such notices on any copies it is authorized to make.
9.4 Assignment and Delegation. Licensee may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of Licensor. Any purported assignment in contravention of this section is null and void. A transfer of a controlling interest of Licensee shall be deemed an assignment for purposes of this subsection. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of any successors or assigns.
9.5 Entire Agreement. This Agreement completely and exclusively states the entire agreement between the Parties regarding the subject matter herein and supersedes any NDA or simar agreement. This Agreement shall supersede and control over all prior proposals, NDA, agreements, or other communications between the Parties, oral or written, regarding the subject matter herein. The terms of this Agreement shall supersede and control over any conflicting or additional terms and conditions of any purchase order, acknowledgement, confirmation, or other document issued by the Licensee. This Agreement may be updated or modified from time to time, and upon Licensee’s acceptance of the most current version of this Agreement or continued use of the Software, the most current version of this Agreement will supersede and control over all prior versions of this Agreement, including those versions that do not contain this clause.
9.6 Further Assurances. Upon Licensor’s request Licensee shall execute and deliver all such further documents, statements, certificates and instruments (collectively, “Certificates”), and take all such further acts, as reasonably necessary to give full effect to this Agreement, including compliance with any applicable law.  All Certificates shall be deemed to be and shall be considered part of the Agreement. 

9.7 Force Majeure. Licensor will be excused from performance for any period during which, and to the extent that it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence including without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorism, sanctions or export restrictions, epidemics, communication line failures, and power failures, etc.
9.8 Governing Law. The interpretation of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. The Parties agree that any dispute, cause of action, or proceeding arising out of this Agreement shall be brought exclusively in the United States District Court for the Middle District of Pennsylvania. Each Party hereby consents and submits to the exclusive venue and jurisdiction of such court and expressly waives any objection such Party may have that such suit, claim, action, or proceeding has been brought in an inconvenient forum. In any judicial proceeding between Licensor and Licensee arising out of or relating to this Agreement, if Licensor is the prevailing party it shall be entitled to recover all reasonable expenses incurred as a result of the proceeding, including reasonable attorneys’ fees.

 

PANOPTIMIZATION LLC – PANX END USER LICENSE AGREEMENT June 10, 2025