License Agreement

This License Agreement ("Agreement") is a legal contract between you ("Licensee") and Panoraxis AI ("Licensor") governing the use of Panoraxis AI products and services, including AI-powered chatbots, automation tools, and related software (collectively, the "Software"). By accessing, installing, or using the Software, you agree to be bound by the terms of this Agreement.

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 for personal or business purposes, subject to compliance with this Agreement.

1.2 Restrictions

Licensee shall not:

• Modify, copy, distribute, or create derivative works of the Software;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code;
• Use the Software for unlawful, unethical, defamatory, harmful, or fraudulent activities;
• Resell, sublicense, lease, rent, or otherwise transfer rights to the Software without explicit written consent from Licensor;
• Remove or obscure any copyright, trademark, or proprietary notices from the Software;
• Use the Software to develop a competing product or service.

1.3 User Responsibilities

Licensee is responsible for:

• Ensuring compliance with all applicable laws and regulations;
• Safeguarding login credentials, API keys, and other access methods;
• Ensuring that use of the Software does not infringe on third-party rights.

2. Ownership and Intellectual Property

2.1 Ownership

The Software and all related intellectual property rights, including but not limited to copyrights, patents, trade secrets, and trademarks, are the exclusive property of Licensor. Licensee acknowledges that no ownership rights are transferred under this Agreement.

2.2 Trademarks

Licensee may not use Licensor's trademarks, branding, or logos without explicit written approval. Unauthorized use may result in legal action.

2.3 Feedback and Improvements

Any feedback, suggestions, or improvements provided by Licensee regarding the Software shall be the exclusive property of Licensor, without obligation of compensation.

3. Data Usage and Privacy

3.1 Data Handling

Licensee agrees to comply with all applicable data protection laws, including but not limited to GDPR (General Data Protection Regulation), CCPA (California Consumer Privacy Act), and other relevant privacy regulations.

3.2 User Data Collection

Licensor may collect and process data in accordance with its Privacy Policy. By using the Software, Licensee consents to such data collection practices.

3.3 Third-Party Services

The Software may integrate with third-party services, each governed by their respective terms and policies. Licensor shall not be liable for any data breaches, mismanagement, or issues arising from third-party integrations.

3.4 Security Measures

Licensor employs reasonable security measures to protect data; however, no system is 100% secure. Licensee acknowledges and assumes responsibility for any risks associated with data transmission and storage.

4. Disclaimer and Limitation of Liability

4.1 No Warranty

The Software is provided "as is" and "as available" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

4.2 Limitation of Liability

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

• Direct, indirect, incidental, consequential, or special damages;
• Loss of data, revenue, business opportunities, profits, or reputation;
• Issues arising from third-party services, user misuse, or force majeure events.

4.3 Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, and employees from any claims, liabilities, damages, costs, or legal fees arising from:

• Licensee's misuse of the Software;
• Violations of this Agreement;
• Infringements on third-party rights.

5. Termination

5.1 Termination by Licensor

Licensor reserves the right to terminate this Agreement and revoke access to the Software if Licensee:

• Violates any terms of this Agreement;
• Engages in fraudulent, harmful, or unethical behavior;
• Fails to comply with payment obligations (if applicable).

5.2 Termination by Licensee

Licensee may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies in their possession.

5.3 Effect of Termination

• Licensee must immediately discontinue use of the Software;
• Licensee must delete all Software files, documentation, and related data;
• Licensor reserves the right to pursue legal action for any continued unauthorized use.

6. Governing Law and Dispute Resolution

6.1 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

6.2 Dispute Resolution

Any disputes arising out of or related to this Agreement shall be resolved through:

• Negotiation: Parties will attempt to resolve disputes amicably;
• Mediation: If negotiation fails, disputes shall be mediated before proceeding to litigation;
• Litigation: If mediation fails, disputes shall be resolved in the courts of England and Wales.

6.3 No Class Actions

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

7. Compliance and Export Controls

7.1 Regulatory Compliance

Licensee represents and warrants compliance with all applicable laws, including but not limited to:

• Data protection and privacy laws;
• Intellectual property laws;
• Export control and trade regulations.

7.2 Export Restrictions

Licensee may not use, export, or transfer the Software in violation of:

• UK and US export control laws;
• Any trade embargoes or sanctions.

8. Amendments and Updates

8.1 Right to Amend

Licensor reserves the right to update this Agreement at any time. Continued use of the Software constitutes acceptance of the updated terms.

8.2 Notification of Changes

Material changes to this Agreement will be communicated through the Licensor's official website or via email notification.

9. Miscellaneous Provisions

9.1 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.2 Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the Software and supersedes all prior agreements or understandings, whether written or oral.

9.3 Waiver

Failure by Licensor to enforce any provision of this Agreement shall not constitute a waiver of its rights.

9.4 Force Majeure

Licensor shall not be liable for any failure to perform due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, government actions, or economic disruptions.

Contact Information

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