End User License Agreement (EULA)

This End User License Agreement ("EULA") is a legal agreement between Panoraxis AI ("Licensor," "we," "us," or "our") and the individual or entity using our software ("Licensee," "you," or "your"). By downloading, installing, or using Panoraxis AI software and related services ("Software"), you agree to be bound by the terms of this EULA.

1. Grant of License

1.1 License Scope

Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Software solely for its intended purposes and in accordance with this EULA.

1.2 Permitted Use

• Licensee may use the Software for personal or business use only.
• Licensee may install and run the Software on a limited number of devices as specified in the purchase agreement.

1.3 Restrictions

Licensee shall not:

• Copy, modify, or create derivative works of the Software.
• Reverse engineer, decompile, or attempt to extract source code.
• Lease, rent, sell, distribute, sublicense, or share the Software with third parties.
• Remove or alter copyright, trademarks, or other proprietary notices.
• Use the Software for any unlawful, fraudulent, harmful, or unethical purpose.
• Use the Software to develop competing products or services.
• Bypass, circumvent, or disable security mechanisms within the Software.

1.4 License Termination

• Licensor may terminate this license immediately if Licensee violates any terms of this EULA.
• Upon termination, Licensee must immediately cease use of the Software and delete all copies in their possession.

2. Intellectual Property Rights

2.1 Ownership

The Software and all associated intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, remain the exclusive property of Licensor.

2.2 Feedback and Improvements

Any feedback, suggestions, or improvements provided by Licensee regarding the Software shall be deemed non-confidential and become the exclusive property of Licensor, with no obligation to compensate Licensee.

3. Privacy & Data Collection

3.1 User Data

• The Software may collect and process certain data in accordance with our Privacy Policy.
• Data collected may include usage analytics, device information, and user preferences to enhance performance and security.

3.2 Third-Party Services

The Software may integrate with third-party APIs or services, which are governed by their own policies. Licensor is not responsible for third-party data handling practices.

3.3 Security Measures

Licensor implements industry-standard security protocols, including encryption, authentication mechanisms, and access controls.

4. Disclaimer of Warranties

4.1 AS-IS Basis

The Software is provided "AS IS" and "AS AVAILABLE", without warranties of any kind, either express or implied.

4.2 No Warranty of Performance

• Licensor does not guarantee uninterrupted, error-free, or completely secure operation of the Software.
• Licensor disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

5. Limitation of Liability

5.1 Exclusion of Damages

To the fullest extent permitted by law, Licensor shall not be liable for any:

• Direct, indirect, incidental, consequential, or special damages arising from Software use.
• Loss of data, revenue, profits, or business opportunities.
• Security breaches, system failures, or unauthorized access to data.

5.2 Maximum Liability

Licensor's total liability shall not exceed the amount paid by Licensee for the Software within the last 12 months.

5.3 Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor against any claims, liabilities, damages, or legal fees arising from:

• Licensee's misuse of the Software.
• Violations of this EULA or third-party rights.

6. Updates, Modifications & Termination

6.1 Software Updates

Licensor may release updates, bug fixes, and enhancements. Licensee is responsible for keeping the Software updated.

6.2 EULA Modifications

Licensor reserves the right to update this EULA. Continued use of the Software constitutes acceptance of any modifications.

6.3 Termination by Licensor

Licensor may terminate this EULA if Licensee violates any terms. Upon termination, Licensee must immediately stop using the Software and delete all copies.

7. Governing Law & Dispute Resolution

7.1 Governing Law

This EULA shall be governed by the laws of England and Wales.

7.2 Dispute Resolution

• Parties will attempt to resolve disputes amicably.
• If unresolved, disputes shall be settled through binding arbitration or litigation in the courts of England and Wales.

7.3 No Class Actions

Licensee waives any right to participate in class-action lawsuits against Licensor.

8. Export Compliance & Legal Restrictions

8.1 Regulatory Compliance

Licensee agrees to comply with all applicable laws, regulations, and restrictions, including:

• UK and US export control laws
• Trade embargoes and sanctions

8.2 Prohibited Use

Licensee must not use the Software in jurisdictions where its use is restricted by law.

9. Miscellaneous Provisions

9.1 Severability

If any provision of this EULA is found invalid or unenforceable, the remaining provisions shall remain in full force.

9.2 Entire Agreement

This EULA supersedes all prior agreements related to the Software.

9.3 Waiver

Failure by Licensor to enforce any provision does not constitute a waiver of its rights.

9.4 Force Majeure

Licensor shall not be liable for failures caused by events beyond its reasonable control, including but not limited to natural disasters, cyberattacks, government actions, or economic disruptions.

10. Contact Information

For any questions regarding this EULA, contact us at legal@panoraxis.tech.