Create Free Account
Login
Create Free Account
Login

Terms and Conditions

Updated September 22, 2025

THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL, WHETHER PURCHASED OR NOT OR OTHERWISE ACQUIRED, OR AN ENTITY, INCLUSIVE OF ANY BUSINESS, ORGANIZATION OR GOVERNMENT AGENCY) AND REJIMUS, INC. FOR THE ACCESS AND USE OF A PANELGEA® LICENCE FOR A LIMITED TIME. EACH DEDICATED LICENSE AND ACCOUNT ON PANELGEA® REQUIRES AN EXECUTED EULA BY YOU.

IMPORTANT: THIS EULA CONTAINS AN ARBITRATION PROVISION, A CLASS ACTION WAIVER AND LIMITS YOUR RIGHTS. READ THIS EULA CAREFULLY BEFORE ACCESSING THE PANELGEA® PLATFORM. THIS EULA PROVIDES A LICENSE TO USE THE PANELGEA® PLATFORM AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY SELECTING TO USE THE PANELGEA® PLATFORM, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THIS EULA AND AGREEING TO BECOME BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, THEN DO NOT USE PANELGEA®.

a. “LICENSOR,” “Us” or “We” means REJIMUS, INC., a corporation, with a principal address of 8376 Davis Blvd. Suite 286, North Richland Hills, TX 76182 USA.

b. “You” means you, either an individual or, if purchased on the behalf of or otherwise acquired by for a business, organization or government entity, that entity, and any affiliates or users thereof, from which you will have or grant access to Panelgea®.

c. “Panelgea Platform” means the entire service or online solution(s), inclusive of the online platform, website(s), database(s), including all content thereof to be accessed or otherwise viewed, that is associated with the generation of various facts panels and related facts panel artwork files, and controlled documents, for ingredients and/or finished products, potentially including hyperlinks to specific studies, supplier information, service provider information, ingredient libraries, ingredient naming conventions, ingredient nutritive values, calculations or other publicly available information accessible and provided to You, as designated or determined by LICENSOR, collectively identified as Panelgea®.

d. “Competing Service” means any competing proprietary or customized software or dedicated software as a service (SaaS) or similar platform technology, or software coding system(s) or underlying database(s) with similar deliverable functionality to be licensed, sold or otherwise offered or intended to be offered by You to the same or similar customers of the Panelgea Platform, which generates work product(s) of the same or similar manner for facts panels, specifications, or finished product labeling and/or user analytics thereof relating such work product(s), intended for any other individual, business, organization, or government entity, including but not limited to brand owners, manufacturers, retailers, consultants, law firms, formulators or marketers of certain consumer product goods. You understand and agree that a violation of this clause will be grounds for immediate termination of the EULA and immediate removal of Panelgea Platform access without liability to the LICENSOR and without any refund of any fees already paid to LICENSOR.

e. “Documentation” shall mean all manuals, screen images or screen captures, tutorials, tips, blogs, Panelgea® or industry news, user documentation, online help, training videos, training audios, accessible documentation from within the Panelgea Platform, including linked studies or online articles, vendor documents, frequently asked questions, and any other related materials or features or data available, whether in the Panelgea Platform or pertaining to the Panelgea Platform that are furnished to you by LICENSOR in connection with the Panelgea Platform.

f. “License Fee” shall mean any pre-paid, or ongoing monthly, or annual or other recurring term fee, feature fee, or arrangement for your active subscription as agreed to by REJIMUS INC. for paid access, use or license of the Panelgea Platform.

You must be 18 or over to accept these terms. If you are under 18 years of age, you must leave this site immediately and do not attempt to access or use the Panelgea Platform.

By accepting this EULA, you agree to pay a fee associated with the paid access and use of Panelgea Platform based on the designated subscription type, add-on features or other services, including for any other integrated features, customizations, consulting services therein, and/or any other related offers or options selected as part of your paid subscription. If you have selected a Free Basic Single User account in order to access the Panelgea Platform, whereby the License Fee is currently equivalent to zero ($0) dollars, you are hereby similarly accept this EULA, and all terms hereof, as if such were a paid subscription. If you are dissatisfied with the Panelgea Platform or have any complaints, please contact LICENSOR as described below, in writing. However, once you have agreed to the terms of this EULA and paid your License Fee to access the Panelgea Platform per the subscription terms selected, you are not entitled to any refund amount upon your cancellation or termination for whatever reason in accordance with Section 12 herein, except for in cases of breach by LICENSOR that are not cured within thirty (30) business days of said notification. Upon LICENSOR receiving a written cancellation notice or electing the termination of your account by You, your subscription will not be renewed at the next renewal schedule based upon the subscription type and the established renewal schedule thereto, in accordance with Section 11 herein.

a. LICENSOR uses anonymous or generic user and/or ingredient data and metrics collected through your use of the Panelgea Platform and the Services or general user activities, and records accessed thereof to generate user intelligence and perform certain analytics to improve the Panelgea Platform and related offerings in the ways set out in our Privacy Policy that you have also accepted in order to access the Panelgea Platform, and in accordance with the terms identified in Section 5 hereunder. At no time will any other users on the Panelgea Platform outside of the account established by the LICENSEE or third-party have access to the specific data, records, private contact information, work product(s) or specific analytics of said LICENSEE.

b. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Panelgea Platform may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted, for which LICENSOR is not liable.

a. You acknowledge that, in order to provide access to the Panelgea Platform, we may accept advertising revenue from other LICENSEE’s and/or third parties, including but not limited to Supplier(s) and/or Service Provider(s) presented to list or advertise their ingredients, goods or services or respond to request or inquiries from You through the Panelgea Platform.

b. You further acknowledge that, without such advertising or listing revenue, we would not be able to provide the Panelgea Platform at its current price and/or features and functionality, and accordingly, you acknowledge and consent to the displaying of listing or advertising or specific information, including but not limited to banners, pop-ups or other electronic notifications whilst using the Panelgea Platform or from LICENSOR in relation to the general access or use of the Panelgea Platform. You further hereby agree to be contacted by REJIMUS, INC., and/or listed third-parties on the Panelgea Platform with certain offerings by default with your account setup, or upon the submission of a request for quotation or more information from Supplier(s) and/or Service Provider(s) on the Panelgea Platform. You may OPT OUT of any direct solicitations on the Panelgea Platform from Suppliers(s) and/or Service Provider(s) or other third-party at any time.

c. If you do not accept the display of advertising, ingredient or service listing information, you should not use the Panelgea Platform.

a. You may not transfer your rights under this EULA. We are giving You, and any of those affiliated with You or under your account, the right to use the Panelgea Platform. You may not otherwise transfer this EULA or Panelgea Platform or the Service to someone else that is not explicitly designated or bound by this EULA to the LICENSOR, whether for money, barter, credit or for anything else, including if for free. Unauthorized use of your account by any other parties or entities, will result in the immediate termination of Panelgea Platform access and a forfeiture of any fee’s paid as determined by LICENSOR for the remainder of the subscription term. Please review Section 7, titled TERMS OF YOUR LICENSE, below and note carefully the restrictions on your license contained in this Section 6 that are designed to protect the Panelgea Platform and the LICENSOR. You understand and agree that a violation of this clause will be grounds for immediate termination of the EULA and removal from access of the Panelgea Platform without liability to the LICENSOR and without any refund of any fees already paid to LICENSOR.

b. Proprietary notices. You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on the Panelgea Platform. LICENSOR grants LICENSEE unlimited rights and use of each of the facts panel artwork files, or other files generated from the Panelgea Platform by You upon being downloaded, under the respective EULA. You unequivocally agree to not create, recreate, print or otherwise publicly disseminate or post reproductions, screenshots, screen captures, presentations, marketing or sales collateral of or from the Panelgea Platform, whether made available to the public, or not, without the explicit written consent from LICENSOR for each and every instance.

c. No reverse engineering; no data scraping. As is set forth more fully below, You hereby agree not to attempt to or actually modify, reverse engineer, hack, compromise system security, crash, deny service, disassemble, automate or emulate users, or decompile the Panelgea Platform or related code, including for any functionality, reporting, analysis, analytics, advertising, rating, ranking or data record relations thereof, or for any portion thereof. Further, You may not export or scrape or in any way collect for export or misappropriate the LICENSOR maintained data contained in the Panelgea Platform that is made available to you and other users on the Panelgea Platform, other than the explicit data or information You have input or have imported into the Panelgea Platform, when/if such export features may become available, including facts panel artwork files, panel records, ingredient records, supplier records, or any other accounting or billing records associated with this EULA.

d.    You may not compete with the Panelgea Platform. You understand and agree that during the term of this EULA, and for three (3) years after the last date of access using your login information to the Panelgea Platform under this EULA, whether there is an active subscription or not, as documented by the LICENSOR, you will not create, develop, sell, offer for sale a Competing Service, in accordance with Section 1(d) hereabove. We reserve the right to pursue equitable relief to stop any actual or threatened violation of this EULA, including for immediate injunction, or any other relief permitted under the law, and reasonable attorney’s fees.

e. Ownership. As is described more fully below, you acknowledge that all copies of the Panelgea Platform in any form provided by us or made available to you is the sole property of the LICENSOR. You shall not have any exclusive right, title, or interest to the Panelgea Platform or output generated by the Panelgea Platform except as for as explicitly described in this EULA, and further shall secure and protect the Panelgea Platform and Documentation consistent with the maintenance of our proprietary rights and processes related thereto.

a. You hereby agree that you will:

i. for the term of this EULA, based upon your Subscription type and period, including if free, whether token-based, monthly, annually or other, You will not rent, lease, sub-license, loan or share, provide, or otherwise make available or accessible, including through third-party screen sharing presentations or pass-through’s, the Panelgea Platform in any form to any party outside of the designated user account and the binding individual or entity, in whole or in part, without prior written consent from LICENSOR;

ii. not copy the Panelgea Platform, Documentation, Tutorials, Recordings or other information including for the established relationships with any third-parties, except as part of the normal use of the Panelgea Platform and its intended purpose of use and operational security parameters;

iii. not translate, merge, adapt, vary, alter or modify, allow for autonomous or artificial intelligence access or use of, the whole or any part of the Panelgea Platform or Documentation, nor permit the Panelgea Platform or any part of them to be combined with, or become incorporated in, any other programs or databases or third-party systems, except as necessary to use the Panelgea Platform on devices as permitted in these terms and as explicitly approved in writing by LICENSOR for each instance or occurrence;

iv. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Panelgea Platform nor attempt to do any such things and make available or cause to make available as a Competing Service in part or in whole, whether for internal use or with the intent of marketing and/or selling the service or information publicly outside of this EULA;

v. not use the Panelgea Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Panelgea Platform;

vi. not infringe our intellectual property rights or those of any third party in relation to your use of the Panelgea Platform;

vii. not transmit or cause to transmit any material or information and language that is defamatory, racial, discriminatory, sexual, offensive or otherwise objectionable or unprofessional in relation to your use of the Panelgea Platform;

viii. not use the Panelgea Platform in a way that could damage, disable, block, unundate, overburden, impair or otherwise compromise our systems or security or interfere with other users not directly associated with your account; and

ix. not collect, harvest or solicit any other party to collect or harvest on your behalf, any information or data from the Panelgea Platform or LICENSOR’S systems or attempt to decipher any transmissions to or from the servers running any service related to the Panelgea Platform or by other users of the Panelgea Platform.

b. Our ownership and intellectual property rights.

i. Our ownership. Except for any rights as set forth herein, LICENSOR represents its belief that it is the owner of the entire right, title, and interest in and to the Panelgea Platform, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein.

ii. Your ownership. You shall remain the owner of any company or personal data that You enter into the Panelgea Platform, such as your company or personal contact details, and any facts panel artwork files generated and/or downloaded from the Panelgea Platform in any of the available formats by You, under this EULA. Upon termination of this EULA, for any reason, you must immediately cease any and all use of the Panelgea Platform and any general user data that remains, inclusive of general user analytics records, approved testimonials and related logo’s of LICENSEE, Panelgea Platform analytics shall all remain under LICENSOR’S ownership. Notwithstanding the aforementioned, LICENSEE may notify LICNESOR, at any time in writing to the contact information below, for any reason, to discontinue the use or display of any previously approved testimonials or logo’s of LICENSEE being used by LICENSOR.

iii. Intellectual property rights. All intellectual property rights and Trade Secrets related to the Panelgea Platform and the Documentation throughout the world belong to LICENSOR and the rights in the Panelgea Platform are licensed (not sold) to you during the term of the EULA only per your subscription type selected. LICENSOR makes no representations of the accuracy or availability, and explicitly does not assign any rights, including copyrights, to any third-party websites, studies, analytics, reports, Panelgea Platform content, articles or other independently hosted or maintained data information that may be found in or from the Panelgea Platform, other than to the facts panel artwork files generated and/or downloaded by You. You have no other intellectual property rights in, or to, or through the integrated use of, the Panelgea Platform or the Documentation other than the right to use them in accordance with this EULA.

a. You use the Panelgea Platform AT YOUR OWN RISK. The Panelgea Platform is provided AS IS for general information and labeling support purposes only and does not replace or otherwise alleviate the individual compliance requirements for any products and the obligations to any applicable regulations that apply to You and your business, including for the accuracy of any ingredient record information or laboratory nutritional analysis data You enter. You should not exclusively rely on the Panelgea Platform without conducting your own quality or regulatory review, due diligence or seeking independent legal advice at your sole cost and discretion. You must obtain professional or legal advice before downloading, taking, modifying, copying any panel artwork generated from the Panelgea Platform, or conversely, disregarding any recommended change(s) or refraining from certain suggestions, related to any work product(s), or seeking any legal action or development on the basis of any information obtained from the Panelgea Platform. Although we make reasonable efforts to update and maintain the information provided by and/or generated by the Panelgea Platform with all current applicable regulations, we make no representations, warranties or guarantees, whether express or implied, that such information presented or final work product generated is absolutely accurate, adequate for all labels claims intended with any final labeling, or up to date with all applicable regulations either at the state or federal level. You acknowledge and hereby agree that the Panelgea Platform, and its work product(s), and other output(s), do not constitute legal, financial, medical or nutritional advice, and you should consult with an attorney, regulatory advisor, financial advisor, physician, or other expert for advice regarding your specific situation and intended applications. You hereby agree to use the information and output produced by the Panelgea Platform AT YOUR OWN RISK.

b. We are not responsible for events outside our control. If our provision of the Panelgea Platform or support for the Panelgea Platform or the related Service(s) is delayed by an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimize the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay in accessibility of the Panelgea Platform, You may contact us to request to terminate this contract with us and may receive a pro-rated refund, for any Services you have paid for but not received under this EULA.

c. We are not responsible for third-party websites you visit. We make no representations whatsoever about any other web site that you may access through the Panelgea Platform or that is referenced by the Panelgea Platform or connect to the Panelgea Platform or the Documentation thereof for your explicit convenience only. When you access a third-party web site, platform or service, you acknowledge that it is independent from us, and that we have no control over the content on that web site, platform or service. In addition, a link from the Panelgea Platform or associate sites does not mean that we endorse or accept any responsibility for the content, or the use, of such web site. You must make your own decision based on independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

a. Acknowledgement. You hereby acknowledge and agree that the Panelgea Platform and Documentation constitute and contain our valuable proprietary products and trade secrets and/or our suppliers or service providers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, you agree to treat (and take precautions to ensure that your employees treat) the Panelgea Platform and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth herein.

b. Maintenance of Confidential Information. Each Party agrees to keep confidential all confidential information disclosed to it, inclusive of custom or special pricing and EULA terms, by the other Party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this EULA of such confidential information as can be established to: (1) have been known publicly; (2) have been known generally in the industry before communication by the disclosing party to the recipient; (3) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient before communication by the disclosing party; or (5) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.

c. Injunctive Relief. You acknowledge that the unauthorized use, sharing, transfer or disclosure of the Panelgea Platform and Documentation or copies thereof, and the breach or attempted breach of this EULA by You will: (1) substantially diminish the value to the LICENSOR of the trade secrets and other proprietary interests that are the subject of this EULA; (2) render our remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury for a period of time. If You breach any of your obligations with respect to the use or confidentiality of the Panelgea Platform or Documentation, the LICENSOR shall be entitled to equitable relief and damages to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.

d. Survival. Your collective obligations under this Section 10 will survive the termination of this EULA or of any license granted under this EULA for a period of five (5) years, and will survive indefinitely for any Trade Secrets of LINCENSOR.

a. Limited Warranty. We represent and warrant to You that the Panelgea Platform, when properly used by You, with accurate data and information input by You, will perform substantially and in accordance with professional industry standards and applicable regulations as described in the Documentation during the period with which You have, or had, a valid active license or subscription to use the Panelgea Platform (provided all License Fees have been paid).

b. Limitations. Notwithstanding the limited warranty provisions set forth herein, all of our obligations with respect to such warranties shall be contingent on your use of the Panelgea Platform in accordance with this EULA and in accordance with our instructions as provided in the Documentation or other support received by LICENSOR, as such instructions or features may be amended, supplemented, or modified from time to time at the sole discretion of the LICENSOR. In case of a conflict, the instructions in this EULA shall prevail unless specifically agreed by You and LICENSOR to the contrary, in writing. We shall have no warranty obligations with respect to any access of or failures of the Panelgea Platform or the independent platform hosting service provider that are the result of accident, abuse, misapplication, cyberattacks, misunderstanding, incomplete training, power outage, website or server maintenance, equipment failure, extreme power surge or extreme electromagnetic field.

c. Your Sole Remedy. Our entire liability and your exclusive remedy shall be the termination of access to the Panelgea Platform without entitlement to any refund amount, except for in cases where i) at the sole right and election of the LICENSOR, in accordance with the terms in Section 12 herein, LICENSOR terminates this EULA prior a given renewal date for an active subscription without a documented EULA breach or threatened breach by LICENSEE, or ii) LICENSOR has breached an applicable law, acted in malice or bad faith, or gross negligence. Under the circumstance of the LICENSOR terminating this EULA for any reason, You hereby explicitly agree to waive any right to dispute or attempt to dispute any amount paid as the License Fees in accordance with the terms of your subscription type, including waiving the right to submit a dispute to any banking institution, credit card provider, merchant services provider or any other financial entity that may have been involved in facilitating any License Fee’s being paid to LICENSOR. Your Sole Remedy shall not apply in cases where LICENSOR breached an applicable law under this EULA that was cured within one hundred and eighty (180) days of said breach, or act of malice or bad faith, or gross negligence, under this EULA only.

d. Insurance and Regulatory Obligations. You have the sole and exclusive obligation to maintain compliance with all legal and regulatory obligations based your operating business model and types of product(s) and/or ingredient(s) independent of the LICENSOR. LICENSOR does not provide, and you agree you shall not rely upon LICENSOR to provide, legal advice or assistance in connection with your recordkeeping or documentation practices required by the applicable Good Manufacturing Practices (GMPs). In agreeing to use the Panelgea Platform, you hereby agree to hold and maintain the necessary insurance provisions and product liability coverages for your business, services and/or products, including for any insurance claim or policy limit amounts, appropriate for your business and product types that shall address any and all matters that relating to the marketing, labeling, packaging and development of formulations or any associated claims related thereto across all mediums, whether in print or digital format.

e. Disclaimer of Warranties. WE DO NOT REPRESENT OR WARRANT THAT ANY OR ALL ERRORS IN THE PANELGEA PLATFORM AND DOCUMENTATION WILL BE CORRECT OR CORRECTED. THE WARRANTIES STATED IN THIS SECTION 10 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY US. THERE ARE NO OTHER WARRANTIES RESPECTING THE PANELGEA PLATFORM AND DOCUMENTATION OR RELATED SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF WE HAVE BEEN INFORMED OF SUCH PURPOSE. NO RESELLER OR AGENT OF OURS IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS AS SET FORTH HEREIN.

f. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH LICENSOR CHARGES HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY US OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE PANELGEA PLATFORM, DOCUMENTATION, AND ANY OUTPUT PRESENTED OR PRODUCED BY THE PANELGEA PLATFORM. ACCORDINGLY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE PANELGEA PLATFORM, DOCUMENTATION, OR OUTPUT PRODUCED BY THE PANELGEA PLATFORM. Any provision herein to the contrary notwithstanding, our maximum liability to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of the Panelgea Platform delivered to You hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the total price for the License Fee paid to us by your documented active subscription on the Panelgea Platform in the equivalent of one (1) calendar month under the respective subscription. The essential purpose of this provision is to limit LINCESOR’s potential liability arising out of this EULA in all instances. The Parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Panelgea Platform and Documentation and any related Services rendered hereunder and that, were we to assume any further liability other than as set forth herein, such considerations and costs would necessitate a License Fee to be set substantially higher.

You may elect to terminate this EULA for any reason upon providing written notice to the LICENSOR or submitting and confirming the termination/cancellation of your account with subsequent account deletion by LICENSOR. Termination will commence forward from the next scheduled license renewal date of your subscription type (whether monthly, yearly, or other as established). If there are any other users assigned under your account type or subscription, they will be also terminated on the corresponding schedule of the renewal date. Your license fee and all other amounts due payable to LICENSOR, shall become immediately due and payable upon the provision of the notice of termination to LICENSOR, notwithstanding any other applicable provision in this EULA governing the License Fee. You hereby acknowledge and agree that no pro-rated or partial License Fee paid or due for payment for any Services related to the Panelgea Platform will be returned to You as a result of terminating this EULA under this Section 11.

The LICENSEE hereby acknowledges and agrees LICENSOR has and maintains the exclusive right to terminate this EULA at any time upon written notice to LICENSOR at its sole discretion, for any reason, including for breach or threatened breach of this EULA by You or any other representative of your business entity, or account, including for any user(s) associated with your account or other individuals using said accounts by which they have or may have access to the Panelgea Platform. Termination of this EULA by LINCENSOR can include, but is not limited to, instances of failure of payment of the required License Fee when due, instances when LICENSOR determines that the LICENSEE is fictitious, fraudulent, an imposter, acting illegally or in violation of any state or federal laws, slandering or otherwise abusive to other users of the Panelgea Platform or to employees of LICENSOR, or if the associated account(s) of LICENSEE has no active paid subscription for a period of one (1) calendar year or more from the last renewal date or sign up date, which ever latter. If we terminate your rights to use the Panelgea Platform, you must stop all activities authorized by these terms, including your use of the Panelgea Platform immediately, and agree to hold confidential all such actions, activities or communications between the LINCESOR and LICENSEE related to such termination. LICENSOR further reserves the right to restrict or prohibit certain future access, account creation(s), functions and/or features, in part or in whole, on the Panelgea Platform that may be attributed to linked to You, in the event of such termination with immediate effect.

Except as otherwise stated herein, upon the expiration or termination of this EULA, or future amendments hereto, all rights granted to You under this EULA shall forthwith terminate and immediately revert to LICENSOR and You shall discontinue all use of the Panelgea Platform.

You agree to fully defend, indemnify and hold the LICENSOR, our officers, directors, agents, employees, contractors, and any related companies, and/or resellers harmless against any and all costs, expenses and losses (including reasonable attorneys’ fees and costs) arising from your breach of this EULA, and from your use of the output generated by the Panelgea Platform, as well as from your use of any information obtained or derived therefrom, inclusive of the Documentation and training available or described in the Panelgea Platform. Your obligations under this Section will survive the expiration or termination of this EULA indefinitely.

We shall not be liable for any loss or delay resulting from any force majeure event, including acts of God, disease, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

 

a. Any notice required to be given pursuant to this EULA shall be in writing electronically or mailed by certified or registered mail, return receipt requested or delivered by express service (except for any notice from You to LICENSOR of your desire to cancel this EULA, active subscription or future use of the Panelgea Platform, which can be done from within the Panelgea Platform or electronically by email solely). Your address to be used for any required notices shall be the address provided by your authorized user of the Panelgea Platform, unless another address and/or contact is provided for receiving such notices.

b. Either Party may change the address to which notice or payment is to be sent by written notice to the other Party pursuant to the provisions of this paragraph.

a. We may need to change these terms to reflect changes in law, regulations or best practices or to deal with additional features and ensuring the security or safety of users on the Panelgea Platform, which we may introduce from time to time, thus we reserve the exclusive right to change these terms at will. LICENSEE will be promptly notified, for approval or acceptance, of these changes taking effect, at the time of the corresponding login by LICENSEE.

b. If you do not approve or accept those notified changes, You should immediately discontinue your use of the Panelgea Platform in accordance with the applicable terms herein this Agreement.

a. Governing Law. This EULA shall be governed by the laws of the State of Texas, in the United States of America, a court of competent jurisdiction.

b. ARBITRATION AND CLASS ACTION WAIVER. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ALL CLAIMS, DISPUTES OR CONTROVERSIES BY YOU AGAINST LICENSOR (including disputes against any agent employee, subsidiary, affiliate, predecessor in interest, successor, or assign of the other), ITS PARENTS, AFFILIATES, SUBSIDIARIES OR RELATED COMPANIES, RELATING TO THE PANELGEA PLATFORM, ANY TRANSACTION OR RELATIONSHIP BETWEEN US RESULTING FROM YOUR LICENSE OR USE OF THE PANELGEA PLATFORM OR ANY SERVICES PROVIDED BY LICENSOR, INCLUDING, WITHOUT LIMITATION, TORT AND CONTRACT CLAIMS, CLAIMS BASED UPON ANY FEDERAL, STATE OR LOCAL STATUTE, LAW, ORDER, ORDINANCE OR REGULATION, AND THE ISSUE OF ARBITRABILITY, SHALL BE RESOLVED BY THE FINAL AND BINDING ARBITRATION PROCEDURES SET BELOW. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY SUCH CLAIMS SHALL BE BROUGHT SOLELY IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR PRIVATE ATTORNEY GENERAL CAPACITY. THE PARTIES FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL. ANY CONTROVERSY CONCERNING WHETHER A DISPUTE IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR AND NOT BY THE COURT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY A TEXAS STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF. THIS ARBITRATION CONTRACT IS MADE PURSUANT TO A TRANSACTION IN INTERSTATE COMMERCE AND ITS INTERPRETATION, APPLICATION, ENFORCEMENT AND PROCEEDINGS HEREUNDER SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”).

c. The following arbitration procedures shall apply: In the event pursuing arbitration, you shall provide written notice thereof to LICENSOR by registered or certified mail and shall describe in such notice, with reasonable particularity, the nature and basis of such claim and the total amount of the claim in accordance with the terms set forth in this EULA. Within thirty (30) calendar days of receipt of such notice, the LICENSOR shall provide a written response which, with reasonable particularity, sets forth its position concerning the claim. If the parties are unable to resolve the dispute arising from the claim by good faith negotiations to be conducted within the thirty (30) calendar day period following the written response, you may initiate binding arbitration pursuant to the terms and conditions set forth herein this EULA. The arbitration will be governed by the Commercial Dispute Resolution Procedures (“AAA Rules”) of the American Arbitration Association (“AAA”) and will be administered by the AAA. If the AAA is unavailable or refuses to arbitrate the parties’ dispute for any reason, the arbitration shall be administered and conducted by a widely-recognized arbitration organization that is mutually agreeable to the parties, but neither party shall unreasonably withhold their consent. The AAA Rules are available online at www.adr.org. Arbitration shall take place in the State of Texas but may proceed telephonically in the event the total amount of the claim does not exceed $1000 U.S. dollars (if the claimant so chooses).

d.  BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL. In arbitration, a dispute is resolved by a neutral arbitrator or panel of arbitrators, rather than by a judge or jury. Arbitration is more informal than a court trial; however, an arbitrator can award the same relief that a court can award. Separate and apart from the agreement to arbitrate set forth above, the parties hereby independently waive any right to bring or participate in any class action in any way related to, or arising from, this EULA. You acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from the agreement to arbitrate claims. If any portion of this class action waiver is limited, voided, or cannot be enforced, then the parties’ agreement to arbitrate shall be null and void. YOU UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION AGREEMENT, WHICH CONTAINS A CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST THE COMPANY, ITS AGENTS, OFFICERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND/OR ASSIGNS IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

e. Agreeing to this Arbitration Provision is a mandatory condition of your contractual relationship with the LICENSOR under this EULA. If you do not want to be subject to this Arbitration Provision, you may opt to not proceed with executing this EULA or terminate and an executed EULA with written notice to LICENSOR in accordance with Sections 11 and 12 herein.

f. You will not be subject to retaliation if you exercise your right to opt out of this Arbitration Provision resulting in the Termination of this EULA. If you opt out of this Arbitration Provision and at the time of your receipt of this EULA you were bound by an existing agreement to arbitrate disputes arising out of or related to your use of the Panelgea Platform, that existing arbitration agreement will remain in full force and effect. Neither your acceptance of this EULA nor your decision to opt out of this Arbitration Provision will affect any obligation you have to arbitrate disputes not specified in this Arbitration Provision pursuant to any other agreement you have with the LICENSOR.

g. Notwithstanding anything to the contrary herein, in the event of a claim by LICENSOR against You, You agree that personal jurisdiction exists over you and venue is proper in the state or federal courts of competent jurisdiction located in Texas and that the prevailing party shall be entitled to an award of its reasonable attorney’s fees, expert’s fees and other related costs incurred to enforce this EULA.

YOU UNDERSTAND THAT BY AGREEING TO THIS EULA, WHICH CONTAINS THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST THE LICENSOR, ITS AGENTS, OFFICERS, SHAREHOLDERS, MEMBERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND/OR ASSIGNS IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

a. We may transfer this EULA to someone else. LICENSOR may, at its sole discretion, transfer our rights and obligations under these terms to another organization as deemed necessary or appropriate, with a thirty (30) calendar day advanced notification to LICENSEE from the date from which the date of transfer shall take effect.

b. You need our consent to transfer your rights to any other party. LICENSOR may only transfer your rights or your obligations under these terms to another person if agreed to in writing by the LICENSOR.

c. This EULA is binding on successors. This EULA shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Other than for the specific terms in Section’s 1(d) and 6(d) hereinabove governing Competing Services, if LICENSOR delays enforcing this EULA, such can still be enforced later, whether or not there is an active account subscription by the LICENSEE, for a period of up to five (5) years from the date of last login or access by LICENSEE. If LICENSOR does not insist immediately, in writing, that You do anything you are required to do to comply under these agreed upon terms, or if LICENSOR delays in taking steps against You in respect of your breaching or threatening breach of this EULA or future updated terms thereto, it will not prevent LICENSOR taking steps against You during this period for a discovered breach or threatened breach.

This EULA constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the parties regarding Panelgea® or the Panelgea Platform and is intended as a final expression of this Agreement. It shall not be modified or amended except in writing signed by You, specifically referring to this EULA. This EULA shall take precedence over any other documents that may be in conflict therewith.

a. Contacting us with questions about this EULA or our Privacy Policy. All questions regarding this EULA or our Privacy Policy should be directed to: admin@panelgea.com

b. Contacting us with feedback on the Panelgea Platform or other Services. If you have feedback to provide, submit issues or functional requests or think the Panelgea Platform is not functioning in a certain expected manner or You wish to contact us for any other reason, please contact our support team at REJIMUS, INC.: panelgea@rejimus.com

c. How we will communicate with you. If we have to contact You, we will do so by email or phone or through the Panelgea Platform using the contact details you have provided to us in your account.

Panelgea® has free Basic (single user), paid Professional (single user) or paid Enterprise (multi-user, multi-tiered) account types available to You. Your access to Panelgea® If you wish to change your subscription type, a new EULA must be executed for the respective subscription that will supersede any prior agreement(s) or EULAs for the access to Panelgea® and the Panelgea Platform. Upon execution of this EULA, you may contact REJIMUS to complete the account setup if needed; you will be issued a notification to allow for Panelgea Platform login information access via email to complete your account setup and access the Panelgea Platform, if not directly through the Panelgea Platform itself.

As a condition of access and use of Panelgea®, in accordance with the terms identified in Section 7(ii)(b) hereinabove, You hereby affirm that REJIMUS, INC. has the right to use the logo, name(s), approved testimonial(s), and/or approved reference(s) of LICENSEE in the promotion and/or marketing of Panelgea® and the Panelgea Platform.

By selecting the box for Approval, You hereby affirm you are Authorized to execute this Agreement and agree to obtain access to the Panelgea® in accordance with the current subscription type selected, and all terms and provisions as defined hereabove in this EULA.