# PrideForge™ End User License Agreement (EULA) **Version 1.0** **Effective Date:** July 12, 2026 **IMPORTANT:** This End User License Agreement ("Agreement") is a legal agreement between **Leonyx LLC**, a Florida limited liability company ("Licensor"), and the individual or legal entity obtaining a license to the Software ("Licensee"). By downloading, accessing, installing, modifying, or using the Software, Licensee agrees to be bound by this Agreement. If Licensee does not agree to these terms, Licensee may not access or use the Software. This Agreement governs the licensing and use of the Software. Subscription duration, seat entitlements, support, pricing, renewals, Academy access, and other commercial matters are governed by the applicable **Commercial Terms**, which are incorporated by reference into this Agreement. --- # 1. Definitions ## 1.1 Licensor "Licensor" means **Leonyx LLC**, a Florida limited liability company, including its successors and assigns. ## 1.2 Licensee "Licensee" means the individual or legal entity that has lawfully purchased or otherwise obtained a valid license from Licensor or an authorized reseller. ## 1.3 Software "Software" means the proprietary PrideForge automation framework and associated licensed materials provided by Licensor, including but not limited to: * source code * binaries * documentation * examples * templates * sample projects * fixtures * utilities * configuration files * updates * add-ons purchased by Licensee The Software also includes future versions and updates made available during an active subscription. ## 1.4 Add-ons "Add-ons" means optional PrideForge modules licensed separately from the Core framework, including any future commercial extensions offered by Licensor. ## 1.5 Authorized User "Authorized User" means an employee or individual contractor who: * performs work on behalf of Licensee; * has been assigned an appropriately licensed seat under the Commercial Terms; * is bound by confidentiality obligations at least as protective as those contained in this Agreement; and * accesses the Software solely for Licensee's internal business purposes. ## 1.6 Licensee Systems "Licensee Systems" means applications, APIs, databases, services, websites, desktop applications, mobile applications, cloud services, and related environments owned or operated by Licensee. ## 1.7 Commercial Terms "Commercial Terms" means Licensor's published licensing, subscription, seat, pricing, renewal, support, Academy, and purchasing terms in [Commercial-Terms.md](Commercial-Terms.md). The Commercial Terms supplement this Agreement but do not transfer ownership of the Software or alter Licensor's intellectual property rights. --- # 2. Grant of License Subject to Licensee's continued compliance with this Agreement and payment of applicable license fees, Licensor grants Licensee a limited, non-exclusive, non-transferable license to: ### 2.1 Internal Use Install, access, execute, and use the Software solely for Licensee's internal business purposes. ### 2.2 Internal Testing Use the Software to develop, execute, and maintain automated testing solutions for Licensee Systems in any environment, including development, testing, staging, and production. Licensee acknowledges that production automation remains entirely at Licensee's own discretion and risk. ### 2.3 Modification Modify, extend, customize, and integrate the Software for Licensee's internal business purposes. ### 2.4 Add-ons Use separately purchased Add-ons under the same licensing terms as the Core Software. No rights are granted to Add-ons that have not been purchased. ### 2.5 Organizational License This license is granted to the purchasing organization, not to any individual employee. Authorized Users may access and modify the Software only while acting on behalf of Licensee and only in accordance with the Commercial Terms. This license does not automatically extend to parent companies, subsidiaries, affiliates, joint ventures, or other legal entities unless expressly covered by the applicable order or a separate written agreement. No ownership rights are transferred under this Agreement. --- # 3. Restrictions Except as expressly permitted by this Agreement, Licensee shall not, and shall not permit any third party to: ### 3.1 Redistribution Sell, rent, lease, sublicense, assign, distribute, publish, host, or otherwise make the Software available to any third party. ### 3.2 Public Source Code Publish the Software or substantial portions of its source code in any public repository, website, package registry, or other publicly accessible location without Licensor's prior written consent. Private repositories used solely within Licensee's organization are permitted. ### 3.3 Third-Party Services Provide the Software itself, Academy materials, documentation, or proprietary framework components as part of consulting, managed services, training, or other commercial services to third parties. This restriction does **not** prohibit Authorized Users, including consultants or contractors, from using the Software on behalf of Licensee, provided: * Licensee possesses the required licensed seats; * the consultant qualifies as an Authorized User; * the consultant complies with this Agreement; * the consultant uses the Software solely for Licensee's benefit. ### 3.4 Embedded Distribution Incorporate the Software into any commercial software product, SDK, framework, platform, SaaS offering, or other product distributed to third parties. ### 3.5 Proprietary Notices Remove, obscure, or alter copyright notices, trademarks, license notices, or other proprietary markings contained within the Software. ### 3.6 Circumvention Attempt to circumvent licensing mechanisms, access controls, subscription controls, repository permissions, or other technical protections implemented by Licensor. ### 3.7 Reverse Engineering Reverse engineer, decompile, disassemble, or otherwise attempt to derive proprietary implementation details except to the limited extent such restrictions are prohibited by applicable law. ### 3.8 Commercial Exploitation Resell, remarket, or commercially exploit the Software, Academy content, documentation, or other proprietary materials except as expressly permitted by this Agreement. --- # 4. Ownership and Intellectual Property The Software is **licensed, not sold**. Licensor retains all right, title, and interest in and to the Software, including all associated intellectual property rights, copyrights, trademarks, trade secrets, documentation, architecture, framework design, source code, object code, examples, templates, and related proprietary materials. Licensee acquires only the limited license expressly granted under this Agreement. ## 4.1 Ownership of Customer-Created Work Licensee retains ownership of original works created by Licensee using the Software, including: * feature files * test scenarios * page objects authored by Licensee * test data * automation code written by Licensee * custom integrations * configuration created by Licensee * reports generated by Licensee * modifications authored by Licensee Ownership of these original works does not transfer any ownership interest in PrideForge or any portion of Licensor's underlying Software. ## 4.2 Ownership of PrideForge All portions of the Software originally authored by Licensor remain the exclusive property of Licensor regardless of whether they have been modified, extended, or incorporated into Licensee's internal automation solution. Nothing in this Agreement grants Licensee ownership of the PrideForge framework, its architecture, branding, documentation, or intellectual property. ## 4.3 No Implied Rights No licenses or rights are granted by implication, estoppel, or otherwise beyond those expressly stated in this Agreement. --- # 5. Third-Party Components The Software includes or depends upon third-party software, libraries, frameworks, packages, and other components that are licensed separately from the Software. Such components may include, without limitation: * Microsoft Playwright * Reqnroll * NUnit * .NET * and other open-source or commercial dependencies. These components remain subject to their respective license agreements. Licensor does not grant any rights to third-party software beyond those granted by the applicable third-party licenses. Where required, Licensor will provide or make available notices identifying applicable third-party licenses (see `THIRD-PARTY-NOTICES.txt` in the Software delivery). Licensee is solely responsible for complying with all applicable third-party license terms when using the Software. --- # 6. Updates and Subscription Entitlements ## 6.1 Updates During an Active Subscription During an active subscription, Licensee is entitled to receive any updates, improvements, bug fixes, maintenance releases, or new versions of the licensed Software that Licensor generally makes available to customers holding the same licensed product. Such updates are provided subject to this Agreement and the applicable Commercial Terms. ## 6.2 No Obligation to Produce Updates Nothing in this Agreement requires Licensor to create, develop, publish, or release updates, enhancements, new features, or future versions of the Software. Licensor may determine, in its sole discretion, the content, timing, frequency, and availability of future releases. ## 6.3 End of Subscription Upon expiration of Licensee's subscription, Licensee's entitlement to receive future updates ends. Unless this Agreement has been terminated for breach, Licensee may continue to use internally any version of the Software lawfully obtained during an active subscription, subject to all remaining terms of this Agreement. ## 6.4 Compatibility Licensor does not guarantee compatibility with: * future browser versions; * operating systems; * third-party libraries; * cloud providers; * development environments; * Licensee applications; * or other external technologies. Licensee is solely responsible for validating compatibility within Licensee's own environments. --- # 7. Confidentiality ## 7.1 Confidential Information The Software, its source code, documentation, implementation details, examples, architecture, repository contents, non-public Academy materials, and other proprietary information constitute the confidential information of Licensor. Licensee shall use reasonable care, and no less than the care used to protect its own confidential information, to prevent unauthorized disclosure. ## 7.2 Authorized Access Licensee shall ensure that access to confidential materials is limited to Authorized Users with a legitimate business need. Licensee remains responsible for the actions of its Authorized Users, including employees and contractors. ## 7.3 Credentials Licensee is solely responsible for: * protecting repository credentials; * protecting Academy account credentials; * protecting API keys; * protecting production credentials; * securing authentication secrets; * protecting configuration files; * maintaining appropriate access controls. Licensor is not responsible for any loss resulting from Licensee's failure to protect credentials or confidential information. ## 7.4 Public Disclosure Licensee shall not publicly disclose, publish, or distribute non-public portions of the Software, Academy materials, documentation, implementation details, or proprietary framework content except with Licensor's prior written permission. --- # 8. Disclaimer of Warranties THE SOFTWARE, DOCUMENTATION, ACADEMY MATERIALS, SUPPORT SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: * MERCHANTABILITY; * FITNESS FOR A PARTICULAR PURPOSE; * NON-INFRINGEMENT; * ACCURACY; * RELIABILITY; * PERFORMANCE; * SECURITY; * AVAILABILITY. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT: * THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION; * THE SOFTWARE WILL BE ERROR FREE; * TESTS WILL PASS; * AUTOMATED TESTS WILL IDENTIFY ALL DEFECTS; * THE SOFTWARE WILL REMAIN COMPATIBLE WITH FUTURE TECHNOLOGIES; * THE SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS. LICENSEE IS SOLELY RESPONSIBLE FOR: * TEST DESIGN; * TEST EXECUTION; * TEST DATA; * PRODUCTION AUTOMATION DECISIONS; * SECURITY; * COMPLIANCE; * VALIDATION OF RESULTS; * AND THE SAFE USE OF THE SOFTWARE WITH LICENSEE SYSTEMS. USE OF THE SOFTWARE AGAINST PRODUCTION SYSTEMS IS ENTIRELY AT LICENSEE'S OWN RISK. --- # 9. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY: * INDIRECT DAMAGES; * INCIDENTAL DAMAGES; * SPECIAL DAMAGES; * EXEMPLARY DAMAGES; * PUNITIVE DAMAGES; * CONSEQUENTIAL DAMAGES; * LOSS OF PROFITS; * LOSS OF REVENUE; * LOSS OF BUSINESS; * LOSS OF GOODWILL; * LOSS OF DATA; * BUSINESS INTERRUPTION; * COST OF SUBSTITUTE GOODS OR SERVICES; ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE LEGAL THEORY ASSERTED, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE APPLICABLE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. --- # 10. Term and Termination ## 10.1 Effective Date This Agreement becomes effective on the earlier of the date Licensee first: * downloads the Software; * accesses the Software; * installs the Software; or * otherwise uses the Software. This Agreement remains in effect until terminated in accordance with this Section. ## 10.2 Subscription Expiration Expiration of a subscription **does not terminate this Agreement** and does not end Licensee's right to continue using versions of the Software lawfully obtained during an active subscription, subject to the continuing restrictions in this Agreement. Licensor may revoke the license only as provided in Section 10.3 (termination for breach) or as otherwise expressly stated in this Agreement. Upon subscription expiration, Licensee's commercial entitlements—including repository access, Academy access, support, and future updates—end in accordance with the applicable Commercial Terms. Licensee may continue using previously obtained versions of the Software solely for Licensee's internal business purposes, subject to the continuing terms of this Agreement. ## 10.3 Termination for Breach Licensor may immediately terminate this Agreement if Licensee materially breaches this Agreement, including but not limited to: * unauthorized redistribution of the Software; * unauthorized public disclosure of source code; * failure to comply with applicable license restrictions; * unauthorized commercial exploitation of the Software; * material violation of Licensor's intellectual property rights. Licensor may provide notice and an opportunity to cure where appropriate but is not obligated to do so. ## 10.4 Effect of Termination Upon termination for breach: Licensee shall immediately: * cease all use of the Software; * cease distribution of any portion of the Software; * destroy or permanently delete all copies of the Software within Licensee's possession or control, excluding archival copies required by applicable law. Licensee may retain archival backups solely where legally required, provided those backups are not restored or used following termination. Termination does not affect either party's accrued rights or obligations existing before termination. ## 10.5 Survival The following provisions survive expiration or termination of this Agreement: * Restrictions * Ownership * Confidentiality * Disclaimer of Warranties * Limitation of Liability * License Verification and Audit * Export Compliance * General Provisions * Any provision that by its nature should survive termination. --- # 11. License Verification and Audit Licensor may, upon reasonable written notice, request information reasonably necessary to verify Licensee's compliance with this Agreement and the applicable Commercial Terms. Such verification may include confirmation of: * licensed organization; * assigned seats; * Authorized Users; * deployed Software versions; * use of separately licensed Add-ons. Licensor shall exercise this right no more than once during any twelve (12) month period unless Licensor reasonably believes Licensee is materially violating this Agreement. Licensee agrees to cooperate in good faith with reasonable verification requests. If verification identifies material under-licensing or unauthorized use, Licensee agrees to promptly purchase the required licenses or otherwise remedy the non-compliance. Nothing in this Section permits Licensor to access Licensee's confidential business data, test data, source code, production systems, or customer information. --- # 12. Assignment and Transfer This Agreement is granted to the purchasing Licensee and may not be assigned, transferred, sold, sublicensed, or otherwise conveyed without Licensor's prior written consent. Nothing in this Section prohibits Licensee from reassigning licensed seats among Authorized Users in accordance with the Commercial Terms. A merger, acquisition, sale of substantially all assets, or other corporate transaction affecting Licensee does not automatically transfer this Agreement. Licensor's consent shall not be unreasonably withheld where the successor organization agrees in writing to be bound by this Agreement and continues using the Software solely for substantially the same internal business purposes. --- # 13. Export Compliance Licensee agrees to comply with all applicable export control laws, sanctions laws, and regulations governing the export, re-export, transfer, or use of the Software. Licensee shall not export, re-export, or provide access to the Software in violation of applicable United States laws or other applicable export regulations. Licensee represents that it is not located in, organized under the laws of, or acting on behalf of any jurisdiction or party prohibited under applicable export laws. --- # 14. Force Majeure Neither party shall be liable for delays or failures to perform obligations under this Agreement resulting from causes beyond its reasonable control, including but not limited to: * acts of God; * hurricanes; * floods; * earthquakes; * fires; * war; * terrorism; * civil unrest; * labor disputes; * widespread internet outages; * failures of cloud infrastructure providers; * governmental actions; * epidemics; * pandemics; * interruptions of utilities or telecommunications. This Section does not excuse Licensee's obligation to pay amounts already due under applicable purchase agreements. --- # 15. General Provisions ## 15.1 Entire Agreement This Agreement, together with the applicable Commercial Terms and any applicable **Order** (as defined in the Commercial Terms), constitutes the complete agreement between the parties regarding the Software and supersedes all prior or contemporaneous discussions, representations, and agreements relating to the Software. ## 15.2 Order of Precedence If a conflict exists between this Agreement and the Commercial Terms regarding: * ownership; * intellectual property; * license rights; * restrictions; * confidentiality; * warranties; * limitation of liability; * governing law; this Agreement controls. If a conflict exists regarding: * subscription duration; * seat entitlements; * pricing; * renewals; * support; * Academy access; * update eligibility; * refunds; * purchasing terms; the Commercial Terms control. ## 15.3 Amendments No modification of this Agreement shall be effective unless made in writing by Licensor. Licensor may update this Agreement for future purchases. Existing licenses remain governed by the version accepted at the time of purchase unless Licensee affirmatively accepts a later version. ## 15.4 Severability If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect. ## 15.5 Waiver Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. ## 15.6 Governing Law This Agreement shall be governed by the laws of the State of Florida, United States of America, without regard to conflict-of-law principles. The parties agree that any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in Pinellas County, Florida. Each party irrevocably submits to the jurisdiction of those courts. ## 15.7 Notices Questions regarding this Agreement may be directed to: **Leonyx LLC** 7901 4th St N, Suite 300 St. Petersburg, Florida 33702 United States Email: **[support@prideforge.com](mailto:support@prideforge.com)** --- # Copyright Copyright © 2026 Leonyx LLC. All rights reserved. PrideForge™ is proprietary software licensed—not sold. Unauthorized copying, redistribution, public hosting, or commercial reuse of the Software except as expressly permitted by this Agreement is prohibited.