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Pendar Technologies – Software License Agreement

(Last updated April 30, 2026)

This End User License Agreement (“Agreement”) governs the use of software provided with Pendar Technologies, Inc. (“Pendar”) instruments.

By incorporating this Agreement into an order form or other purchase agreement, or by installing, accessing, or using the Software, the entity that orders or uses the Pendar instruments in which the Software is embedded  (“Licensee”) agrees to the terms of this Agreement. 

  1. Definitions.

Software means any software provided by Pendar in connection with Pendar instruments, including:

  • Embedded Firmware,
  • Instrument control software,
  • Utilities and support software, or
  • Updates, upgrades, or patches.

Embedded Firmware means any software provided by Pendar that is embedded within Pendar instruments.

Documentation means written or electronic materials provided with the instruments or the Software, including manuals, specifications, and training materials.

  1. License.

Conditioned upon compliance with the terms and conditions of the Agreement, Pendar grants Licensee a nonexclusive, nontransferable, perpetual (subject to termination as provided below) license to use the Software solely for Licensee’s internal business purposes to operate Pendar instruments only as embedded in Pendar instruments or on computers used to operate, control, communicate with, or support Pendar instruments owned or leased by Licensee.

This Agreement grants no ownership rights in the Software. Pendar and its licensors retain all intellectual property rights in the Software and Documentation.

The Software license granted under this Agreement may be transferred only together with the Pendar instrument with which the Software was originally supplied and may not be transferred independently of such instrument.

Licensee shall not attempt to extract, copy, or access the Embedded Firmware, run the Embedded Firmware on non-Pendar instruments, or bypass technical protections designed to control access to the Embedded Firmware. Licensee shall not modify or alter the Software. Notwithstanding the foregoing, Licensee may make reasonable copies of Software installed on computers used to operate or communicate with Pendar instruments, solely for backup or installation purposes.

  1. General Restrictions.

This is a license, not a transfer of title, to the Software and Documentation, and Pendar retains ownership of all copies of the Software and Documentation. Licensee acknowledges that the Software and Documentation contain trade secrets of Pendar or its suppliers or licensors. Except as otherwise expressly provided under this Agreement, Licensee specifically agrees not to:

(i) transfer, assign or sublicense its license rights to any other person or entity other than a transferee of the instrument on which the Software is embedded, and Licensee acknowledges that any attempted transfer, assignment, sublicense or use shall be void;

(ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;

(iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law;

(iv) use, or permit the Software to be used, to operate instruments not supplied by Pendar; or

(v) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Pendar.

Licensee shall implement reasonable measures to protect the Software and its associated trade secrets from unauthorized access or disclosure.

Nothing in this Agreement limits rights granted under applicable law to achieve interoperability with independently created software.

  1. Third-Party Software Components.

The Software may include components developed by third parties, including open-source software.

Such components are subject to their respective license terms. Copies of applicable licenses are provided with the Software or in the Software installation directory.

  1. Software Updates. 

Pendar shall have no obligation to provide any updates or upgrades to any aspect of the Software. Pendar, at its discretion, may make available future Software updates. In the event that Pendar does provide such update or upgrade, such updates or upgrades and any related documentation shall be deemed part of the Software. The terms of this Agreement will govern any Software updates provided by Pendar.  Pendar may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software.

  1. Limitations of Analytical Results.

The Software is intended to assist trained users in the operation of Pendar instruments and in the analysis of measurement data. Analytical results generated by the Software depend on many factors, including sample composition, environmental conditions, instrument configuration, and user operation. Pendar does not warrant that the Software will produce correct or complete analytical results in all circumstances. Licensee is responsible for reviewing and validating results generated by the Software and determining their suitability for Licensee’s intended use.

  1. Proprietary Notices.

Licensee shall not remove, alter, or obscure any copyright, trademark, or proprietary notices contained in the Software or Documentation.

  1. Export, Re-Export, Transfer and Use Controls.

The Software, Documentation and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by Pendar under the Agreement are subject to export controls under the laws and regulations of the United States and any other applicable countries’ laws and regulations. Licensee shall comply with such laws and regulations governing export, re-export, import, transfer and use of Pendar Software and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Pendar and Licensee each agree to provide the other information, support documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses.

  1. Limited Warranty.

Pendar warrants that for the duration of the applicable Pendar instrument warranty accompanying the relevant Pendar instrument (as set forth in Pendar’s standard warranty documentation), the Software will substantially conform to the accompanying Documentation when used in accordance with such Documentation.  Pendar does not warrant that the Software will be error-free or operate without interruption. 

  1. Warranty Exclusions.

The foregoing warranty does not apply if the Software or the Pendar instrument on which the Software is used:

(a) has been modified or altered except by Pendar or its authorized representatives;
(b) has not been installed, operated, or maintained in accordance with Pendar’s documentation or instructions; or
(c) has been subjected to misuse, negligence, accident, abnormal operating conditions, or unauthorized repair or service.

  1. DISCLAIMER OF WARRANTY

EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, THE SOFTWARE IS PROVIDED “AS IS.”  ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY PENDAR AND ITS SUPPLIERS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY IN SUCH JURISDICTIONS. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

  1. Disclaimer of Liabilities-Limitation of Liability.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABILITY OF PENDAR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO LICENSEE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY LICENSEE FOR THE EQUIPMENT ON WHICH THE SOFTWARE RESIDES THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).

  1. Disclaimer of Liabilities-Waiver of Consequential Damages and Other Losses.

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL PENDAR OR ITS SUPPLIERS BE LIABLE FOR ANY LOST OR DAMAGED DATA OR PERSONALLY IDENTIFICABLE INFORMATION, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF PENDAR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. Government End Users.

The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, Licensee may provide to Government end user or, if the Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in the Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

  1. Term and Termination.

This Agreement and the licenses granted herein shall remain effective until terminated. Licensee’s rights under the Agreement will terminate immediately without notice from Pendar if Licensee fails to comply with any material provision of the Agreement. Upon termination, Licensee shall delete or destroy all copies of Software not embedded in Pendar instruments and Documentation in its possession or control. All confidentiality obligations of Licensee, all restrictions and limitations imposed on Licensee under the section titled “General Restrictions” and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement. In addition, the provisions of the sections titled “U.S. Government End Users” shall survive termination of the Agreement.

  1. Controlling Law, Jurisdiction.

This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts, United States of America, notwithstanding any conflicts of law provisions; and the state and federal courts located in the County of Suffolk, Commonwealth of Massachusetts shall have exclusive jurisdiction over any claim arising under the Agreement.

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