E&F GROUP, INC. PROPRIETARY SOFTWARE LICENSE AGREEMENT

Effective Date: January 2, 2025

Parties: This Proprietary Software License Agreement (the “Agreement”) is made by and between E&F Group, Inc., a Delaware corporation (“E&F” or “Licensor”) and the authorized individual or entity agreeing to these terms (“Licensee”). Authorized Personnel (as defined below) of E&F may access and use the Software under this Agreement. By accessing or using the Software, Licensee agrees to be bound by all terms of this Agreement.

1. EXCLUSIVE OWNERSHIP AND AUTHORIZED ACCESS

1.1 Ownership: The software, including all programs, modules, code, documentation, updates, and derivative works thereof (collectively, the “Software”), is the valuable, confidential, and proprietary property of E&F. E&F retains exclusive right, title, and interest in and to the Software, and all intellectual property rights therein, both during and after the term of this Agreement. No ownership rights are transferred to Licensee or any other party under this Agreement. Licensee acknowledges that it acquires only the limited rights to use the Software as expressly granted by this Agreement, and no other rights or interests.

1.2 Authorized Access Only: Only E&F Group and persons explicitly authorized by E&F (“Authorized Personnel”) have any legal right to access, use, or modify the Software. Authorized Personnel are limited to E&F’s employees, and any contractors or agents individually designated in writing by E&F to perform work on E&F’s behalf. Licensee shall not permit any person or entity other than Authorized Personnel to access or use the Software for any purpose. No other party – including Licensee’s customers, partners, or any third party – has any claim, right, or authorization to the Software under any circumstances. Any access or use by an unauthorized party is expressly prohibited and unlawful. Licensee agrees to secure and restrict the Software so that no one outside of Authorized Personnel can access it, and shall be fully responsible for any breach of this obligation.

1.3 No Third-Party Rights: This Agreement confers rights only on E&F and the Licensee (and Authorized Personnel) as specified. No third party is considered a beneficiary of this Agreement, nor can any third party assert any rights to the Software through Licensee or otherwise. Licensee may not assign or transfer this Agreement or any rights or duties hereunder to any other person or entity without the prior written consent of E&F. Any attempted assignment, delegation, or transfer in violation of this clause is null and void. E&F may assign this Agreement to a successor or affiliate in its discretion.

2. ABSOLUTE PROHIBITION OF REDISTRIBUTION

2.1 No Unauthorized Copying or Sharing: Licensee is strictly prohibited from copying, distributing, or disclosing the Software to any person or entity outside of E&F Group. Any form of transfer or dissemination of the Software not expressly authorized by E&F in writing is illegal and a breach of this Agreement. This prohibition includes, but is not limited to:
- External Distribution: Licensee shall not sell, lease, lend, sublicense, publish, transmit, upload, or otherwise transfer the Software (or any portion of it) to any third party whatsoever. The Software may not be posted or made available on any external server, website, file-sharing platform, or media accessible to anyone outside Authorized Personnel.
- Internal Sharing without Approval: Licensee shall not provide or allow access to the Software even within its own organization to any individuals who are not Authorized Personnel explicitly approved by E&F. Internal distribution (such as copying the Software to multiple internal systems or sharing it with other departments) is forbidden unless each instance and recipient is pre-approved in writing by E&F.
- Network/System Transfer: Licensee shall not electronically transfer or transmit the Software from one computer or system to another, or over any network (including internal networks), except as necessary for use by Authorized Personnel in accordance with this Agreement. Under no circumstances may the Software be transferred into any environment where persons outside of Authorized Personnel could potentially access it.

2.2 No Sublicensing or Third-Party Use: Licensee has no right to sublicense or authorize use of the Software by any third party. Licensee shall not permit the Software to be used in any service bureau, time-sharing, software-as-a-service (SaaS) for third parties, or otherwise used for the benefit of any party other than E&F. Any attempt to sublicense, rent, or allow a third party to use or access the Software is a material breach of this Agreement.

2.3 Copies for Backup: Licensee may not make any copies of the Software, except that E&F may allow a limited number of backup or archival copies if expressly authorized in writing. Any such copy must remain under the strict control of E&F or Authorized Personnel and is subject to all the terms of this Agreement. Licensee shall maintain secure control over any authorized copies and ensure no unauthorized access to or distribution of such copies occurs. If no explicit permission for backups is given, no copies shall be made at all.

2.4 Expressly Forbidden Acts: Except as otherwise provided in this Agreement, any unauthorized copying, distribution, or dissemination of the Software or accompanying documentation is expressly forbidden and constitutes a material breach of this Agreement. Licensee understands that even attempted or partial distribution (such as sharing snippets of code, screenshots, or functionality descriptions with unauthorized parties) is a violation of E&F’s rights. Licensee shall immediately notify E&F if it becomes aware of any actual or attempted distribution or copying of the Software beyond what is permitted, and will cooperate with E&F to prevent or remedy such unauthorized use.

3. NO DERIVATIVE WORKS OR MODIFICATIONS

3.1 No Alteration or Adaptation: Licensee shall not modify, adapt, translate, or create any derivative works based on the Software, in whole or in part. This prohibition includes porting the Software to other platforms, incorporating the Software (or any portion or element of it) into another product, creating modified versions or extensions, or using the Software’s code or database structure as a basis for new software. Even authorized users are forbidden from altering the Software’s source code, binary code, architecture, features, or user interface unless expressly instructed and authorized in writing by E&F for an approved E&F purpose. All rights to make any improvements or modifications are reserved solely to E&F.

3.2 No Reverse Engineering: Under no circumstances shall Licensee (or any Authorized Personnel) attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code, underlying ideas, algorithms, file formats, or programming interfaces of the Software. Licensee may not use any tools or techniques to unlock or bypass any encryption or protection in the Software, or to discover the Software’s trade secrets. Any information gleaned in violation of this section is conclusively deemed E&F’s confidential information and trade secret, and may not be used or disclosed by Licensee or any other party.

3.3 Improvements and Feedback: In the event that Licensee (or its personnel) creates any suggestion, enhancement, translation, or other modification or work-around related to the Software (even if such creation was unintentional or in breach of this Agreement), Licensee agrees to immediately disclose it to E&F. Such materials will be deemed a “Derivative Work” and shall be the sole property of E&F upon creation. Licensee hereby assigns (and agrees to assign) to E&F all rights, title, and interest to any such derivative or modification, and agrees to sign any documents reasonably necessary to effectuate E&F’s ownership of them. Licensee has no right to use or exploit any such derivative except as part of the Software under the original license grant and subject to all restrictions herein.

3.4 Strict Compliance: Licensee shall ensure that all Authorized Personnel are aware of and adhere strictly to the no-modification and no-derivatives policy. Any authorized copies of the Software provided to Licensee (such as object code) shall be used only as-is. Licensee may not alter or obscure any copyright notices or proprietary legends on the Software. If the Software is provided in source code form (which would only occur under a separate, explicit written agreement), any modifications to source code are still prohibited unless specifically allowed by that separate agreement. In summary, no changes of any kind to the Software are allowed except by E&F itself or as explicitly permitted in writing by E&F.

4. EXPANDED LEGAL ENFORCEMENT AND REMEDIES

4.1 Injunctive Relief: Licensee acknowledges that the Software contains unique, valuable proprietary material and that any breach or threatened breach of this Agreement (including any unauthorized use, disclosure, copying, or distribution of the Software) would cause irreparable harm to E&F, for which monetary damages would be inadequate. Therefore, in addition to any other rights and remedies available, E&F shall be entitled to obtain immediate injunctive relief to prevent or restrain any actual or threatened breach of this Agreement without the requirement to post a bond or prove damages. Licensee consents to the entry of temporary, preliminary, and permanent injunctive relief to enforce this Agreement in the event of any breach or threatened breach. Nothing herein shall limit E&F’s right to any other remedies at law or in equity, including the recovery of damages.

4.2 Liquidated Damages: In addition to other damages and remedies, the parties agree that if Licensee (including any of its personnel) breaches Sections 1, 2, or 3 of this Agreement (Unauthorized Access, Redistribution, or Derivative Works restrictions), E&F shall be entitled to liquidated damages of USD $50,000 for each such breach or each instance of prohibited act, whichever yields a larger recovery. This liquidated damages amount is agreed as a reasonable estimate of the minimum damages to E&F from such a breach, based on the estimated development costs and market value of the Software, given the difficulty of calculating the harm from unauthorized use or disclosure of the Software, and is not intended as a penalty. Examples of breaches triggering liquidated damages include (but are not limited to): each unauthorized person given access to the Software, each unauthorized copy made or distributed, or each derivative work or modification created without permission. Each act of unauthorized use or distribution constitutes a separate breach and incurs an additional liquidated damages sum on a per-incident basis. E&F’s pursuit of liquidated damages does not preclude it from seeking greater actual damages if they can be proven to exceed the liquidated amount, or from seeking injunctive relief as provided above.

4.3 Additional Damages and Penalties: The remedies specified in this Agreement (such as liquidated damages and injunction) are cumulative and in addition to any remedies available under applicable law, including statutory damages, punitive damages (if available), and criminal penalties for theft of trade secrets or copyright infringement. Licensee understands that unauthorized use or distribution of the Software may violate state and federal laws (including intellectual property laws) and that E&F can pursue civil or criminal action independently of this Agreement. Licensee will be responsible for any loss, liability, or expense (including consequential damages) incurred by E&F as a result of Licensee’s breach, to the extent such loss is not covered by the preset liquidated damages.

4.4 Attorneys’ Fees: In the event E&F brings any legal action, arbitration, or proceeding to enforce this Agreement or to remedy a breach (whether such action is for injunctive relief, damages, or any other relief), the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees, court or arbitration costs, and other expenses of litigation or dispute resolution, in addition to any other relief granted. This includes the costs of experts, forensic analysis, and investigation incurred in detecting and addressing unauthorized use of the Software.

4.5 Mandatory Arbitration: Except for E&F’s right to seek injunctive or equitable relief in court as provided in Section 4.1 above, any dispute, claim, or controversy arising out of or relating to this Agreement (including its breach, termination, or validity) shall be exclusively resolved by binding arbitration. The arbitration shall be administered by a reputable arbitration organization under its Commercial Arbitration Rules. The following strict terms shall apply to any arbitration:
- The arbitration shall be conducted by a single arbitrator with at least 10 years of experience in software licensing disputes.
- The arbitration shall take place in Denver, Colorado, or such other location as E&F and Licensee may agree in writing, and shall be conducted in English.
- No class, collective, or consolidated actions are permitted. Licensee may only bring claims on its own behalf, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator shall not have authority to combine or aggregate the claims of multiple parties or to fashion a proceeding as a class or representative action.
- The arbitrator must apply the strict terms of this Agreement and shall not have authority to deviate from the express limitations and requirements herein. The arbitrator may award monetary or injunctive relief only in favor of the individual party seeking relief and only to the extent warranted by that party’s individual claim. The arbitrator may not award any relief that a court of law could not award under this Agreement.
- The arbitration award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Except as may be required by law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, ensuring the process remains confidential.

By agreeing to arbitration, the parties waive any right to a jury trial or to have any dispute heard in court (except as provided for injunctive relief above). This arbitration clause is governed by the Federal Arbitration Act (9 U.S.C. §1 et seq.) and shall survive the termination of the Agreement. If any portion of this arbitration clause is found unenforceable, that portion shall be severed, and the remainder shall still be enforced to the fullest extent permitted by law.

5. AUDIT AND MONITORING RIGHTS

5.1 Audit Rights: E&F (or its authorized representatives) shall have the right, during the term of this Agreement and for a period of three (3) years thereafter, to audit and inspect Licensee’s systems, facilities, records, and practices related to the Software to verify compliance with this Agreement. Such audit may include on-site inspection at Licensee’s premises and electronic scans or monitoring of systems where the Software is installed or used. E&F will provide at least ten (10) business days’ notice of an on-site audit, and will conduct audits during normal business hours in a manner that does not unreasonably interfere with Licensee’s operations. Licensee agrees to fully cooperate with any audit, including by providing timely access to facilities, systems, personnel, and documentation as requested by E&F. If the audit reveals any unauthorized use, copying, distribution, or any other breach of this Agreement, Licensee shall, in addition to any other remedies: (a) immediately cease the unauthorized use and remediate the breach; (b) pay any additional license fees and liquidated damages applicable (as per Section 4.2) for unauthorized copies or users, plus the reasonable cost of the audit if the breach is material; and (c) implement at Licensee’s expense any additional measures recommended by E&F to ensure future compliance.

5.2 Continuous Monitoring: Licensee acknowledges and agrees that E&F may include and activate technological mechanisms within the Software to monitor usage, verify each installation, and report or flag instances of potential unauthorized use. For example, the Software may contain a license metering or call-home module that tracks the number of installations or active users and periodically transmits license-related data to E&F’s servers. The data collected may include access logs, user IDs, IP addresses, and other information necessary to confirm that use of the Software is within the scope of the license granted. Licensee consents to such monitoring and data transmission, and shall not interfere with, disable, or circumvent any monitoring or security mechanism in the Software. All information gathered through these mechanisms will be used solely for enforcing E&F’s rights and ensuring Licensee’s compliance, and will be subject to reasonable confidentiality protections.

5.3 Security Enforcement: E&F reserves the right to employ technological protection measures to enforce this Agreement and prevent unauthorized use. Such measures may include automatic disabling or lock-out of the Software if unlicensed or prohibited use is detected, password or activation key requirements, and digital rights management. In the event E&F suspects any security breach or unauthorized use, E&F may remotely suspend or deactivate Licensee’s access to the Software (in whole or in part) to prevent further unauthorized activity. E&F will make good faith efforts to notify Licensee prior to any remote suspension or disabling, except in exigent circumstances where immediate action is necessary to protect E&F’s rights. Licensee shall be responsible for any costs associated with re-enabling the Software after a suspension if the suspension was due to Licensee’s breach or security failure.

5.4 No Circumvention: Licensee shall not take any action to circumvent or disable any license keys, access controls, encryption, watermark, metering, or monitoring features that E&F has implemented in the Software. This includes not attempting to modify the Software to remove or alter these features, and not falsifying or obfuscating data that the Software reports to E&F (for instance, blocking network transmissions or tampering with usage logs). Any such attempted circumvention is a material breach of this Agreement and will be treated as an attempt to facilitate unauthorized use. E&F shall have the right to immediately exercise its remedies (including injunctive relief and damages) in the event of circumvention. Licensee acknowledges that these technical measures are a lawful and important part of E&F’s license management and security, and agrees not to challenge or avoid them.

5.5 Data Privacy: To the extent any monitoring or audit activities involve personal data of Licensee’s employees or agents, Licensee represents that it has obtained any necessary consents from such individuals to permit E&F’s monitoring and audit under this Agreement. E&F will use any personal data collected during audits or monitoring solely for the purpose of verifying compliance and enforcing its rights, and will maintain appropriate safeguards to protect such data in accordance with applicable law. This section shall not be construed to limit E&F’s rights to pursue legal remedies in the event of a breach; rather, it is intended to underscore E&F’s broad rights to verify and enforce compliance.

6. NON-COMPETE AND USE RESTRICTIONS

6.1 Non-Use of Concepts and Methodologies: Licensee agrees that the Software embodies unique concepts, algorithms, designs, architecture, workflows, and methodologies that are proprietary to E&F. As part of Licensee’s consideration for use of the Software, Licensee (including its employees and contractors, both during the term of this Agreement and for a period of five (5) years after any termination or expiration) shall not use, disclose, or exploit any of the concepts, underlying ideas, structure, sequence, organization, user interface, techniques, or methodologies learned from or related to the Software in any context outside of performing authorized tasks for E&F, particularly in the development of competing software products with substantially similar functionality. In practical terms, no current or former Authorized Personnel or other person who has had access to the Software may take the knowledge of how the Software is designed or operates and use that knowledge to develop, enhance, or assist in the development of any other software or system that is competitive with or based upon the Software or any part of it. This restriction is worldwide to the maximum extent permitted by law, and survives any termination of this Agreement or cessation of Licensee’s use of the Software. If governing law limits the duration of this obligation, then the restriction shall remain in effect for the maximum period allowed (and if no maximum is specified, for no less than five (5) years following termination of this Agreement or last use of the Software, whichever is later).

6.2 Non-Competition by Former Personnel: In furtherance of the above, Licensee shall ensure that any Authorized Personnel (employees or contractors) who have accessed the Software are bound by contractual obligations that prevent them from unfairly competing with E&F’s business using the knowledge or skills obtained from the Software. Specifically, Licensee agrees that, for a period of two (2) years after an individual’s access to the Software ends, such individual shall not directly or indirectly design, develop, or contribute to any competing software product from a direct competitor that has substantially similar functionality or purpose to the Software, unless expressly authorized in writing by E&F. Licensee shall secure written agreements from its personnel reflecting this commitment (or, in the case of an individual Licensee, you hereby personally agree to this commitment). This subsection is not intended to prevent individuals from using generalized skills or experience in the software field, but it does prohibit the use of E&F’s specific trade secrets, know-how, and proprietary methodologies in any competing or derivative context. If an individual wishes to pursue employment or projects in a similar domain, they must refrain from drawing upon any confidential information or unique ideas gleaned from the Software.

6.3 No Recruitment or Collaboration: Licensee (including any organization that is the Licensee) agrees not to employ or engage any current or recent (within the past 12 months) employee of E&F who was involved in the development or maintenance of the Software, for the purpose of obtaining knowledge of or leveraging the Software’s proprietary concepts in another project. Likewise, Licensee shall not invite or solicit any E&F personnel to consult on or assist with any project outside of E&F that relates to similar software or might compete with the Software. These covenants are aimed at ensuring that E&F’s competitive advantage and trade secrets remain protected, and any breach of this section will be considered a misappropriation of E&F’s proprietary information.

6.4 Acknowledgment: Licensee acknowledges that the restrictions in this Section 6 are reasonable and necessary to protect E&F’s legitimate interests in its intellectual property and trade secrets, especially given the highly sensitive and proprietary nature of the Software. Licensee further acknowledges that it is receiving significant benefit from access to the Software (for example, through use in its business or employment), and that these restrictions will not unduly prevent Licensee or its personnel from finding other work or projects not involving E&F’s proprietary information. In the event a court or arbitrator finds any portion of this Section 6 overbroad or unenforceable, the parties intend for the restrictions to be modified only to the minimum extent necessary to render them enforceable (for example, by reducing duration or scope), and enforced as modified. The covenants in this Section are in addition to (and do not replace) any separate confidentiality or non-compete agreements that E&F may have with Licensee or its personnel, and all such restrictions shall apply cumulatively.

7. TECHNOLOGICAL PROTECTION MEASURES

To further safeguard the Software against unauthorized use or disclosure, Licensee is required to implement and respect the following technological protection measures at all times:
- Encryption Requirement: All installations and copies of the Software, and any data or databases associated with the Software, must be encrypted using industry-standard encryption methods when at rest or in transit. Licensee shall ensure that the Software is only stored on devices or media that employ full-disk encryption or file-level encryption to prevent unauthorized access if the device is lost, stolen, or accessed by an unauthorized person. Similarly, any network communication involving the Software (such as client-server requests, data synchronization, or remote access) must be protected by strong encryption protocols (e.g., TLS/SSL). Licensee must not remove or disable any encryption features that E&F has built into the Software.
- Watermarking and Identification: E&F may embed digital watermarks, code signatures, or other unique identifiers within the Software (or any output generated by the Software) to trace and identify the source of any copy. Licensee shall not attempt to locate, alter, or remove any such watermark or identifier. These markers are designed to be non-intrusive and not affect functionality, and they enable E&F to identify leaks or unauthorized copies. If the Software is a type that produces content (for example, reports, images, or data exports), E&F may also require that a visible or invisible watermark identifying it as coming from E&F’s Software be present on such content. Licensee agrees to leave all such markings intact. Any tampering with watermarks or identifiers will be considered an attempt to conceal a breach and will itself constitute a breach of this Agreement.
- Digital Tracking: As noted in Section 5.2, the Software may include automated tracking mechanisms to log usage and ensure compliance. Licensee is required to maintain these features active and functional. This may involve providing the Software with continuous or periodic access to the internet or E&F’s license server for license verification, if so designed. Licensee shall promptly install any license key updates, certificates, or validation files provided by E&F to keep the Software operable and compliant. If the Software reports an anomaly (such as use beyond licensed scope or a suspected security breach), Licensee must cooperate in good faith with E&F to investigate and resolve the issue, which may include providing system logs or network access for diagnosis. Under no circumstance may Licensee use network filtering, firewalls, or editing of host files to block the Software from communicating with E&F’s verification systems (except as needed to comply with internal security policies, in which case Licensee must liaise with E&F to find an alternate compliance method).
- Access Controls and Credentials: Licensee shall protect access to the Software with strict access control mechanisms. This includes using strong, unique passwords or passphrases for any user accounts, enabling multi-factor authentication if supported, and limiting user accounts to Authorized Personnel only. Generic or shared accounts should be avoided; each Authorized Personnel should have an individual authenticated account to use the Software, so that usage can be tracked to specific individuals. Licensee must also implement appropriate network security (firewalls, VPNs, intrusion detection systems) to prevent unauthorized network access to the Software. The Software should only be accessible from secure, controlled networks. If the Software is deployed on a server or cloud environment, Licensee will ensure that such environment complies with best practices for security (including access control, isolation, and monitoring) consistent with the sensitivity of the Software. Physical security measures must also be in place to prevent unauthorized physical access to servers or computers running the Software (e.g., locked server rooms, secure laptops, etc.).
- Regular Updates and Patches: E&F may from time to time provide security updates, patches, or new versions of the Software. Licensee is required to promptly install all such updates as directed by E&F. Failure to apply security patches in a timely manner that results in a breach or unauthorized use will be deemed a breach of Licensee’s obligation to protect the Software. If E&F issues specific security configuration guidelines (for example, recommended encryption settings, or disabling of certain features), Licensee shall implement those as well. Licensee should actively maintain the computing environment (operating systems, third-party software, etc.) where the Software runs, to keep it up-to-date and secure.

By adhering to the above measures, Licensee plays an essential role in protecting the Software. Any failure to implement or comply with these technological protection requirements that results in, or facilitates, unauthorized use or disclosure of the Software will be considered a material breach of this Agreement. E&F reserves the right to periodically request written certification from Licensee that all required security measures are being followed, and Licensee shall provide such certification upon request.

8. GENERAL PROVISIONS

8.1 Term and Termination: This Agreement is effective as of the Effective Date and will remain in effect until terminated. E&F may terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any provision of this Agreement (including any unauthorized use or disclosure of the Software). In addition, E&F reserves the right to terminate this Agreement for convenience with thirty (30) days’ written notice (in which case any further use of the Software by Licensee would be prohibited). Licensee may terminate this Agreement by permanently ceasing use of the Software and destroying all copies in its possession (subject to Section 8.3 below) with written certification of the same to E&F. Upon any termination or expiration of this Agreement, Licensee shall immediately cease all use of the Software and remove or return all copies of the Software to E&F, including any whole or partial copies, extracts, or derivatives. At E&F’s request, an officer of Licensee shall certify in writing that all such copies have been deleted or returned. Sections 1.1, 1.3, 2, 3, 4, 5, 6, 7, and 8 of this Agreement (and any other provisions which by their nature should survive) shall survive termination and remain in effect indefinitely to protect the rights of E&F. Termination of the Agreement does not relieve Licensee from liability for any breach occurring prior to termination.

8.2 Governing Law and Forum: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. Subject to the arbitration requirement in Section 4.5, any legal action or proceeding arising under this Agreement that is permitted to be brought in court (for example, an action for injunctive relief or enforcement of an arbitration award) shall be brought exclusively in the state or federal courts located in United States of America, Colorado. The parties expressly consent to the personal jurisdiction and venue of these courts. Licensee waives any objection based on inconvenience of forum or any other jurisdictional objections to these courts. If Licensee is located outside the United States, Licensee agrees that any judgment or order obtained in the specified courts may be enforced in any jurisdiction.

8.3 Confidentiality: The Licensee acknowledges that the Software and all information related to it (including its design, code, algorithms, roadmaps, benchmark results, etc.) constitute confidential information and trade secrets of E&F. Licensee must maintain the confidentiality of the Software with at least the same degree of care it uses to protect its own highly confidential information, and no less than a reasonable standard of care. Except as expressly allowed by this Agreement, Licensee shall not disclose any confidential aspects of the Software to any third party. If Licensee is an entity, it shall limit internal disclosure of the Software to Authorized Personnel who have a need to know for permitted use and who are bound by obligations of confidentiality and restricted use at least as stringent as those herein. If Licensee is compelled by law or court order to disclose confidential information of E&F, it shall provide prompt notice to E&F (if legally permissible) so that E&F may seek a protective order or other appropriate remedy. Unauthorized disclosure of the Software will constitute both a breach of this Agreement and misappropriation of E&F’s trade secrets, entitling E&F to remedies under this Agreement and under trade secret or other applicable law. The confidentiality obligations herein survive indefinitely (or at least so long as the information remains confidential) even after any termination of this Agreement.

8.4 No Warranty & Limitation of Liability: The Software is provided ‘AS IS’ without warranty of any kind. E&F disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event will E&F be liable for any indirect, special, incidental, consequential, or punitive damages arising from or related to this Agreement or the Software, under any theory of liability, even if advised of the possibility of such damages. E&F’s total cumulative liability for all claims under this Agreement shall not exceed the amount of fees paid by Licensee for the Software or $100, whichever is greater. Nothing in this clause is intended to limit or exclude E&F’s liability for gross negligence or willful misconduct to the extent that such liability cannot be limited under applicable law.

8.5 Waiver: The failure of E&F to enforce any provision of this Agreement at any time shall not be deemed a waiver of that provision or of any other provision. No waiver by E&F of any breach or default shall be valid unless in a written instrument signed by an authorized representative of E&F, and no such waiver will constitute a waiver of any subsequent breach or default. Similarly, acceptance of any payment from Licensee or continued provision of access to the Software after a breach shall not be deemed a waiver of that breach or any other breach.

8.6 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. The parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties’ intent in entering into this Agreement. If a court declines to modify an unenforceable provision, the parties agree that the court shall have the authority to strike the unenforceable provision and enforce the rest of the Agreement.

8.7 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter (use of the Software) and supersedes all prior or contemporaneous agreements, proposals, communications, or understandings (whether oral or written) relating to that subject matter. Licensee confirms that in entering into this Agreement it has not relied on any representation or warranty not expressly set out in this Agreement. Any terms or conditions stated in a purchase order or other Licensee document (whether pre-printed or online click-through) that are inconsistent with or additional to the terms of this Agreement are hereby rejected and shall be void, unless separately signed by an authorized officer of E&F. This Agreement may be modified only by a written amendment or addendum signed by both parties (or, with respect to an update of these license terms by E&F, by Licensee’s assent to the updated terms).

8.8 Notices: All notices or reports required or permitted under this Agreement shall be in writing and shall be delivered to the respective addresses of the parties as set forth in the signature block or as either party may designate in writing. Notices shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email or facsimile; (c) one day after being sent by reputable overnight courier; or (d) three days after being sent by certified or registered mail, postage prepaid. Electronic notices from E&F to Licensee (such as email notifications to Licensee’s registered email address) shall suffice for routine communications regarding the Software or this Agreement.

8.9 Export Control: Licensee represents that it is not located in, under control of, or a national or resident of any country to which export of the Software is prohibited by United States law or other applicable export laws. Licensee agrees not to export or re-export the Software or any technical data related thereto in violation of any such laws or regulations.

8.10 Signatures: (If a signed agreement is needed: The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.)

9. CONCLUSION

By using or accessing the Software, Licensee acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. This Agreement is intended to be strictly enforced to protect E&F Group’s proprietary rights. Licensee’s cooperation in honoring these terms is not only a legal obligation but also fundamental to maintaining the security and integrity of E&F’s valuable software.