# IMPORTANT
**PLEASE READ CAREFULLY BEFORE YOU INSTALL OR USE THE SOFTWARE**
This document (the **“Agreement”**) is a legal agreement between **Physics Inverted Materials, Inc. (“PhInMat”)** and you (the **“Customer”**). The software that you are installing and/or using (the **“Software”**) is the exclusive property of PhInMat or its licensors and is protected by United States and international intellectual property laws. The Software is copyrighted and licensed (not sold).
PhInMat is only willing to license the Software subject to the terms and conditions of this Agreement, and any use of the Software outside the scope of such terms and conditions is prohibited.
By clicking the `<ACCEPT>` button at the end of this document or by installing, executing or otherwise using the Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. If you are not willing to be bound by the terms of this Agreement, click the `<REJECT>` button and do not install, execute or otherwise use the Software.
If you are using the Software in your capacity as an employee or agent of a company or organization, then any references to the **“Customer”** in this Agreement shall refer to such entity and not to you in your personal capacity. You warrant that you are authorized to legally bind the Customer. If you are not so authorized, then neither you nor the Customer may use the Software in any manner whatsoever.
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## 1. The Software
### 1.1 Order
For the purposes of this Agreement, “Order” means the final configuration details for the Software licensed by Customer. The Order may be represented by:
- A physical order form executed by both parties that references this Agreement, **or**
- The online procurement and/or registration process completed by Customer.
The Order will capture the specific configuration of the Software, any field-of-use limitations (“Field of Use”), and other relevant information relating to the Software.
### 1.2 License
Subject to this Agreement, PhInMat grants Customer, for the term of this Agreement, a **non-exclusive, non-transferable, non-sublicensable license** to use the Software solely for Customer’s internal use within the Field of Use.
### 1.3 Restrictions
Customer shall not:
- Use the Software on a service-bureau basis or for third parties.
- Attempt to reverse-engineer the Software.
- Circumvent, disable or disrupt technical measures protecting the Software.
- Develop a competing product or service based upon the Software.
- Disclose benchmark results, competitive analyses, or performance/design information.
- Use the Software in violation of applicable laws and regulations.
### 1.4 Reservation of Rights
Customer acquires only the right to use the Software. PhInMat reserves all rights not expressly granted.
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## 2. Services
From time to time, PhInMat may provide technical support, consulting, or other professional services (“Services”). All Services are subject to PhInMat’s current policies.
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## 3. Confidentiality
### 3.1 Confidential Information
“Confidential Information” means any non-public information or information designated as confidential. The Software is PhInMat’s Confidential Information.
### 3.2 Non-Disclosure
Recipient shall:
- Protect Confidential Information with no less care than its own most sensitive information.
- Not copy, disclose, or use Confidential Information except as necessary under this Agreement.
- Return Confidential Information upon termination or when no longer needed.
These obligations continue for **three (3) years** after termination.
### 3.3 Exceptions
Obligations do not apply to information that is:
- Already in Recipient’s possession,
- Publicly available without fault,
- Disclosed lawfully by a third party, or
- Independently developed.
If legally compelled to disclose, Recipient must notify Discloser promptly.
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## 4. Intellectual Property
### 4.1 PhInMat Intellectual Property
PhInMat retains all rights in the Software, Services, Confidential Information, and improvements thereto.
### 4.2 Customer Intellectual Property
Customer retains rights in Customer Data, Confidential Information, and improvements thereto.
### 4.3 Use of Customer Data
Customer grants PhInMat a license to use Customer Data for providing the Software and Services.
### 4.4 Non-Competition
Customer shall not develop or assist in developing competing products/services during the Agreement and for **one (1) year** after termination.
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## 5. Warranty
### 5.1 Software Warranty
PhInMat warrants the Software will perform substantially as documented. Remedies:
- Correct non-conformities, or
- Refund pro-rata fees and terminate the license.
### 5.2 Service Warranty
PhInMat warrants Services will be professional and workmanlike for **60 days**. Remedy: re-performance or refund.
### 5.3 Limitations
Warranty excludes claims due to misuse, non-PhInMat products, or factors beyond PhInMat’s control.
### 5.4 Disclaimer
**All other warranties are disclaimed, including implied warranties of merchantability, fitness, or non-infringement.** No guarantee of uninterrupted or error-free operation.
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## 6. Intellectual Property Infringement
### 6.1 Infringement Indemnity
PhInMat will defend/settle claims of U.S. patent/copyright/trade secret infringement, provided Customer:
- Notifies PhInMat promptly,
- Gives control of defense to PhInMat, and
- Provides cooperation.
### 6.2 Mitigation
PhInMat may:
- Obtain a license,
- Replace/modify the Software, or
- Refund unearned fees and terminate rights.
### 6.3 Limitations
No liability for claims based on combinations, unauthorized processes, or Customer’s instructions.
### 6.4 Disclaimer
This Section states the exclusive infringement liability and remedies.
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## 7. Limitation of Liability
- **Maximum liability:** Greater of $10,000 or fees paid in prior 12 months.
- **Exclusion of non-direct damages:** No liability for indirect, consequential, or punitive damages.
- **Third-party technology:** OEM providers have no liability.
Limitations survive termination except breaches of Sections 1, 3, or 4.3.
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## 8. Term and Termination
- **Term:** As set forth in the Order.
- **Termination:** Either party may terminate after 30 days’ written notice of uncured breach.
- **Effect:** Customer must cease all use of the Software.
- **Survival:** Sections 3–9 survive termination.
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## 9. General Provisions
- **Entire Agreement:** Supersedes prior agreements, except signed license agreements.
- **Compliance with Laws:** Customer must comply with all applicable laws.
- **Restricted Rights:** If used by the U.S. Government, governed solely by this Agreement.
- **Independent Contractors:** No partnership or agency created.
- **Assignment:** Customer cannot assign without consent. PhInMat may assign freely.
- **Governing Law:** Laws of Pennsylvania.
- **Jurisdiction:** Pennsylvania courts.
- **Equitable Relief:** Injunctions may be sought for breaches of Sections 1, 3, 4.
- **Self Help:** PhInMat may restrict access if Customer breaches.
- **Force Majeure:** No liability for events beyond reasonable control.
- **Waiver:** Must be in writing.
- **Remedies:** Cumulative.
- **Severability:** Invalid provisions don’t affect remainder.
- **Construction:** Neutral drafting.
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# FINAL ACKNOWLEDGEMENT
**YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.**
