End User Licence Agreement

• Software: the SoftwarePac LLC software product supplied to you in object code form, including any installer, modules, updates, upgrades, patches, and accompanying Documentation.
• Licence Key: the activation code, licence file, or credential enabling use of the Software within the permitted scope.
• Licence Metric: the unit by which use is measured and priced, as stated in the Order Form — for example named users, concurrent users, devices, servers, cores, instances, or sites.
• Documentation: the user guides, installation guides, and technical specifications supplied with the Software.
• Order Form: the quotation, order form, or purchase document issued by us and accepted by you under which the Software was licensed.
• Authorised Users: your employees, contractors, and agents whom you permit to use the Software within your entitlement.

Subject to your compliance with this EULA and payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software in object code form, solely for your internal business purposes, within the Licence Metric, quantity, environment, territory, and term specified in the Order Form.

Where the Order Form specifies a perpetual licence, the licence continues indefinitely subject to your continued compliance with this EULA. Where the Order Form specifies a subscription or term licence, the licence expires automatically at the end of the stated period unless renewed, and the Software may cease to operate on expiry.

• You may install the Software on the number of instances permitted by your Licence Metric and permit Authorised Users to use it within that entitlement.
• You may make a reasonable number of copies solely for backup, archival, and disaster recovery purposes, provided all proprietary notices are reproduced on each copy.
• You may install the Software in non-production environments for testing, staging, training, and development in reasonable quantities, unless the Order Form provides otherwise.
• You may permit contractors and outsourced service providers to use the Software solely for your benefit and within your entitlement, provided they are bound to terms at least as protective as this EULA and you remain responsible for their compliance.
• You may transfer the Software between your own machines or environments, provided total use remains within your entitlement and no copy remains on the source machine beyond the permitted count.

Except to the extent expressly permitted by this EULA or by applicable law that cannot lawfully be excluded, you will not, and will not permit any person to:

• Use the Software beyond the Licence Metric, quantity, environment, territory, or term purchased.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, file formats, or underlying structure of the Software.
• Copy, modify, adapt, translate, port, or create derivative works of the Software or Documentation.
• Rent, lease, lend, sell, sublicense, distribute, assign, host, or otherwise make the Software available to any third party, or use it to provide service bureau, outsourcing, hosting, or managed services.
• Remove, alter, or obscure any copyright, trade mark, proprietary notice, or product identification.
• Circumvent, disable, or tamper with any activation, licence validation, entitlement-check, usage-metering, or technical protection mechanism, or use an unauthorised Licence Key or licence file.
• Share, publish, or disclose a Licence Key to any person outside your organisation.
• Publish or disclose the results of any benchmark or performance test of the Software without our prior written consent.
• Use the Software to design, develop, or support a product that competes with the Software.
• Use the Software in any application where failure could reasonably be expected to result in death, personal injury, or severe physical or environmental damage, unless expressly agreed in writing.

The Software is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Software, the Documentation, and all copies, modifications, and derivative works thereof, including all intellectual property rights. You acquire no rights other than the limited licence expressly granted in Section 2. All rights not expressly granted are reserved.

The Software may include third-party or open source components licensed under their own terms, identified in the Documentation or an accompanying notices file. Those terms govern your use of the relevant components and, to the extent of any conflict, take precedence over this EULA for those components only. Nothing in this EULA limits any right you have under an applicable open source licence. Third-party components are provided without warranty or indemnity from us except as expressly stated.

The Software may require activation and may periodically validate your entitlement. Activation and validation may transmit limited technical information — such as product version, installation identifier, environment characteristics, and licence status — to us or our licensing provider. This information is used solely for entitlement management, and its handling is described in our Privacy Policy. You must not interfere with this functionality.

On at least thirty (30) days' written notice, and no more than once in any twelve (12) month period, we may verify your compliance with the Licence Metric. Verification will take place during business hours, without unreasonable disruption, and subject to confidentiality. If verification reveals use exceeding your entitlement, you will promptly purchase the additional licences at our then-current list price effective from the date the excess use began, and where the shortfall exceeds five percent (5%) of the entitlement, reimburse our reasonable verification costs.

Where you have purchased Maintenance and Support, you are entitled to error corrections, updates, and new versions that we make generally available to customers on the same programme, together with technical support in accordance with the response targets in the Order Form. Updates and upgrades supplied under Maintenance and Support are governed by this EULA unless accompanied by separate licence terms, in which case those terms apply to that update.

Without a current Maintenance and Support entitlement, you may continue to use the version you have licensed (where the licence is perpetual) but are not entitled to updates, upgrades, or support. We may designate a version as end of life on at least twelve (12) months' written notice, after which we have no obligation to support it.

The Software runs in your own environment. You are the controller of any personal data processed by the Software, and we have no access to that data except where you grant us access for support or professional services, in which case our Data Processing Addendum applies. You are responsible for configuring the Software appropriately, for the lawfulness of the data you process with it, and for securing the environment in which it runs. Diagnostic files and logs you send to us for support may contain personal data, and you should redact or minimise them where practicable before transmission.

We warrant that for ninety (90) days from the date of delivery, the Software will perform materially in accordance with the Documentation when properly installed and used in a supported environment, and that the Software as delivered by us does not contain any code intentionally designed to disable or damage your systems.

Your exclusive remedy for breach of this warranty, and our entire liability, is for us at our option to repair or replace the non-conforming Software, or — if we cannot do so within a reasonable period — to terminate the licence and refund the licence fee you paid for the non-conforming Software. This warranty does not apply where the non-conformity results from your modification of the Software, misuse, use outside the Documentation or a supported environment, failure to install a correction we have supplied, or combination with items not supplied by us.

We will defend you against any third-party claim alleging that the Software, used as authorised under this EULA, infringes that third party's patent, copyright, trade mark, or trade secret, and will pay damages finally awarded or amounts in settlement approved by us, provided you give prompt notice, grant us sole control of the defence and settlement, and provide reasonable cooperation at our expense.

If such a claim arises or we believe it may, we may at our option procure the right for you to continue using the Software, modify or replace it to be non-infringing, or terminate the licence and refund the licence fee paid less straight-line depreciation over three (3) years. We have no obligation for claims arising from your data, modification of the Software not made by us, combination with items not supplied by us, use of a superseded version where the claim would have been avoided by using a current version, or use in breach of this EULA. This Section states our entire liability and your exclusive remedy for infringement.

These limitations do not apply to your payment obligations, your breach of the restrictions in Section 4, our indemnity obligations in Section 12, or liability that cannot lawfully be excluded, including for fraud or wilful misconduct. These limitations allocate risk between the parties, are reflected in the pricing, and apply even if a limited remedy fails of its essential purpose.

The Software, Documentation, Licence Keys, and any performance or benchmark information relating to the Software are our confidential information. You will protect them with at least reasonable care, use them only as permitted by this EULA, and disclose them only to Authorised Users bound by confidentiality obligations no less protective than these. This obligation survives termination indefinitely for trade secrets and for the Software itself.

• This EULA takes effect when you first install, copy, activate, or use the Software and continues for the licence term stated in the Order Form.
• We may terminate this EULA immediately on written notice if you materially breach it, and the breach is not cured within ten (10) days of notice where it is capable of cure. Breach of Section 4 is not capable of cure where the Software has been distributed or disclosed to a third party.
• You may terminate at any time by ceasing all use of the Software and destroying all copies.
• On termination or expiry, all licence rights cease immediately. You must uninstall and destroy all copies of the Software, including backup and archival copies, and on request certify destruction in writing signed by an authorised officer.
• Termination does not entitle you to any refund except as expressly provided in Sections 10 and 12, and does not relieve you of the obligation to pay fees accrued before termination.
• Sections concerning ownership, restrictions, confidentiality, disclaimers, limitation of liability, and governing law survive termination.

The Software may be subject to U.S. export control and sanctions laws. You represent that you are not located in, and will not export or re-export the Software to, any country subject to U.S. embargo, that you are not listed on any U.S. government list of prohibited or restricted parties, and that you will not use the Software for any prohibited end use, including nuclear, chemical, or biological weapons or missile technology applications.

The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in FAR 12.212 and DFARS 227.7202. Any use, duplication, or disclosure by the U.S. Government is subject solely to the terms of this EULA, and any conflicting terms in a government contract are of no effect except to the extent required by law.

This EULA is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. The parties submit to the exclusive jurisdiction of the state and federal courts located in Roanoke, Virginia. We may seek injunctive relief in any court of competent jurisdiction to protect our intellectual property or confidential information. Each party waives any right to a jury trial and to participate in a class or representative action.

• Assignment: You may not assign or transfer this EULA or the Software, in whole or in part, without our prior written consent, including in connection with a merger or change of control. Any attempted transfer without consent is void.
• Entire agreement: This EULA, together with the Order Form and the Terms and Conditions, is the entire agreement regarding the Software and supersedes all prior proposals and understandings, whether written or oral.
• Severability: If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to be enforceable and the remainder will remain in effect.
• No waiver: Failure to enforce any provision is not a waiver of the right to enforce it later. Waivers must be in writing.
• Amendment: We may issue updated licence terms with a new version or update of the Software. Those terms apply to that version and do not retroactively change the terms of a perpetual licence already granted.
• Interpretation: Headings are for convenience only. 'Including' means 'including without limitation'.

Questions about this EULA, licence entitlements, or compliance should be directed to:

SoftwarePac LLC

4727 Valley View Blvd. NW #1096

Roanoke, VA 24012, United States

Email: info@softwarepac.com