PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End­User License Agreement (“EULA”) is a legal agreement between (a) you (either an individual or a single entity) and (b) Paragon W2P LLC. An amendment or addendum to this EULA may accompany SHIPLEAP™.

BY CLICKING “I AGREE,” THEREBY BREAKING THE SEAL ON SHIPLEAP™, OR OTHERWISE TAKING ANY STEP TO INSTALL OR USE SHIPLEAP™, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT.

SECTION 1: DEFINITIONS

1.1. “You” or “Your” shall mean the entity or individual that installs and/or uses the Software Product.

1.2. “Redistributable Software” shall mean the redistributable open source libraries referenced in Attachment “A’ to this Agreement.

1.3. “Software Product” shall mean computer software and may include associated media, printed materials and “online” or electronic documentation delivered with SHIPLEAP™.

SECTION 2: GRANT OF LICENSE

Paragon W2P LLC grants you the following non­exclusive license provided you agree to and comply with all terms and conditions of this EULA:

2.1. Installation and Use. You may install and use the Software Product only as integrated with SHIPLEAP™. You may not separate component parts of the Software Product from SHIPLEAP™. You do not have the right to distribute the Software Product to any other individuals or entities. You may load the Software Product into Your Computer’s temporary memory (RAM) only for purposes of using SHIPLEAP™.

2.2. Storage. The Software Product may only be stored or copied into SHIPLEAP™ and may not be separated from SHIPLEAP™.

2.3. Reproduction and Redistribution Prohibited. Reproduction and redistribution of the Software Product is strictly prohibited for any and all reasons except as provided for in Section 2.4, below. Unauthorized reproduction and/or redistribution of the Software Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to Paragon W2P LLC for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.

2.4. Open-Source Software Components. Notwithstanding the terms and conditions of this EULA, all or any portion of the Software Product which constitutes non­proprietary software or software provided under public license by third parties (“Free and Open-Source Software,”) is licensed to you subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by you shall be governed entirely by the terms and conditions of such license. Descriptions of such Free and Open-Source Software components can be found in Attachment “A” of this Agreement.

2.5. Reservation of Rights. The Software Product is licensed, not sold, to you by Paragon W2P LLC Paragon W2P LLC and its suppliers own all rights, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.

2.5. Additional Licensing Obligations. You acknowledge and agree that your use of certain third party components included with the Software Product may be subject to additional licensing terms and conditions as set forth or referenced in Attachment A of this Agreement.

SECTION 3: LIMITATIONS

3.1. No Reverse Engineering. You may not reverse engineer, decompile, disassemble or create derivative works of the Software Product, except and only to the extent that the right to do so is mandated under applicable law.

3.2. No Separation of Components. The Software Product is licensed as a single product. Except as authorized in this Agreement, Software component parts of the Software may not be separated for use on more than one computer, nor otherwise used separately from the other parts.

3.3. No Rental. You may not rent or lease the Software Product to any other individual or entity for any reason.

SECTION 4: TERM & TERMINATION

4.1. Term. This EULA is effective unless terminated or rejected.

4.2. Termination. This EULA will terminate upon conditions set forth elsewhere in this EULA or at the exclusive right of Paragon W2P LLC

This Agreement will automatically terminate if you fail to comply with any of the terms and conditions hereof.

4.3. Effect of Termination. In the event of termination, you must destroy all copies of the Software Product and all of its component parts.

SECTION 5: UPGRADES & ADDITIONAL SOFTWARE

5.1. Upgrades. To use a Software Product identified as an upgrade, you must first be licensed for the original Software Product identified by Paragon W2P LLC as eligible for the upgrade. After upgrading, you may no longer use the original Software Product that formed the basis for your upgrade eligibility.

5.2. Additional Software. This EULA applies to updates or supplements to the original Software Product provided by Paragon W2P LLC unless Paragon W2P LLC provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.

SECTION 6: PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY

All intellectual property rights in the Software Product and user documentation are owned by Paragon W2P LLC or its suppliers and are protected by law, including but not limited to U.S. copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of Paragon W2P LLC and its suppliers. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product.

SECTION 7: DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY

7.1. NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Paragon W2P LLC AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON­INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Paragon W2P LLC OR A Paragon W2P LLC AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

7.2. NO WARRANTIES AS TO THIRD-PARTY COMPONENTS. IN NO EVENT DOES Paragon W2P LLC PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH SHIPLEAP™ IS DESIGNED TO BE USED, AND Paragon W2P LLC DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.

7.3. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Paragon W2P LLC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF Paragon W2P LLC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7.4. NO SUPPORT. Paragon W2P LLC HAS NO OBLIGATION TO SUPPORT OR TO PROVIDE ANY UPDATES OF THE SOFTWARE PRODUCT.

Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property.

Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

SECTION 8: FEEDBACK

8.1. Feedback. Notwithstanding any Non-Disclosure Agreement executed by and between the parties, the parties agree that in the event you or Paragon W2P LLC provides Feedback (as defined below) to the other party on how to design, implement, or improve the Software Product or your product(s) for use with the Software Product, the following terms and conditions apply the Feedback:

8.2. Exchange of Feedback. Both parties agree that neither party has an obligation to give the other party any suggestions, comments or other feedback, whether verbally or in written or source code form, relating to (i) the Software Product; (ii) your products; (iii) your use of the Software Product; or (iv) optimization/interoperability of you product with the Software Product (collectively defined as “Feedback”). In the event either party provides Feedback to the other party, the party receiving the Feedback may use any Feedback that the other party voluntarily provides to improve the (i) Software Product or other related Paragon W2P LLC technologies, respectively for the benefit of Paragon W2P LLC; or (ii) your product or other related technologies, respectively for the benefit of you. Accordingly, if either party provides Feedback to the other party, both parties agree that the other party and its respective licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the (i) Software Product or other related technologies; or (ii) you products or other related technologies, respectively, without the payment of any royalties or fees.

8.3. Residual Rights. You agree that Paragon W2P LLC shall be free to use any general knowledge, skills and experience, (including, but not limited to, ideas, concepts, know-how, or techniques) (“Residuals”), contained in the (i) Feedback provided by you to Paragon W2P LLC; (ii) your products shared or disclosed to Paragon W2P LLC in connection with the Feedback; or (c) your confidential information voluntarily provided to Paragon W2P LLC in connection with the Feedback, which are retained in the memories of Paragon W2P LLC employees, agents, or contractors who have had access to such Residuals. Subject to the terms and conditions of this Agreement, Paragon W2P LLC employees, agents, or contractors shall not be prevented from using Residuals as part of such employee’s, agent’s or contractor’s general knowledge, skills, experience, talent, and/or expertise. Paragon W2P LLC shall not have any obligation to limit or restrict the assignment of such employees, agents or contractors or to pay royalties for any work resulting from the use of Residuals.

8.4. DISCLAIMER OF WARRANTY. FEEDBACK FROM EITHER PARTY IS PROVIDED FOR THE OTHER PARTY’S USE “AS IS” AND BOTH PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. BOTH PARTIES DO NOT REPRESENT OR WARRANT THAT THE FEEDBACK WILL MEET THE OTHER PARTY’S REQUIREMENTS OR THAT THE OPERATION OR IMPLEMENTATION OF THE FEEDBACK WILL BE UNINTERRUPTED OR ERROR-FREE.

Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety.

8.5. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE FEEDBACK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

SECTION 9: MISCELLANEOUS AND GENERAL PROVISIONS

9.1. Consent to Use of Data. You agree that Paragon W2P LLC and its affiliates or suppliers may collect and use technical information you provide in relation to support services related to the Software Product. Paragon W2P LLC and its suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.

9.2. No Implied Licenses. Under no circumstances should anything in this Agreement be construed as Paragon W2P LLC granting by implication, estoppel or otherwise, (i) a license to any Paragon W2P LLC product or technology other than the Software Product; or (ii) any additional license rights for the Software Product other than the licenses expressly granted in this Agreement.

9.3. U.S. Government Customers. Consistent with FAR 12.211 and 12.212, Commercial Computer Software, Computer Software Documentation, and Technical Data for Commercial Items are licensed to the U.S. Government under Paragon W2P LLC’s standard commercial license.

9.4. Compliance with Export Laws. You shall comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure that the Software Product is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

9.5. Capacity and Authority to Contract. You represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract.

9.6. Applicable Law. This EULA is governed by the laws of the State of New Jersey, exclusive of conflict of law provisions and you consent to the jurisdiction of the courts of the State of New Jerseywith respect to any proceedings arising from this EULA.

9.7. Entire Agreement. This EULA (including any addendum or amendment to this EULA which is included with SHIPLEAP™) is the entire agreement between you and Paragon W2P LLC relating to the Software Product, and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any Paragon W2P LLC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non­English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.

ATTACHMENT “A”
REDISTRIBUTABLE SOFTWARE

In connection with Section 2.4. of this EULA, the following files may be redistributed with software applications developed and are licensed to you pursuant to the following terms and conditions:

Your use of the following Free or Open Source Components is subject to the terms and conditions of MIT: