End User License Agreement

Version 2.0 | Effective Date: 21^st October 2026

IMPORTANT: READ CAREFULLY BEFORE INSTALLING, ACCESSING OR USING THE COLORTOKENS SOFTWARE.

This End User License Agreement (“EULA”) is a legally binding agreement between ColorTokens, Inc. (“ColorTokens”) and the entity that obtains the right to use the ColorTokens Software (“Customer”). The ColorTokens Software is licensed, not sold. Customer is authorized to install, access or use the ColorTokens Software only if, and only for so long as, it accepts and complies with this EULA. Customer accepts this EULA by the earliest of (a) signing or accepting an Order that references it, (b) clicking to accept it, or (c) installing, accessing or using the ColorTokens Software. IF CUSTOMER DOES NOT ACCEPT THIS EULA, CUSTOMER HAS NO RIGHT TO, AND MUST NOT, INSTALL, ACCESS OR USE THE COLORTOKENS SOFTWARE. Any installation, access or use without acceptance of this EULA is unauthorized and infringes ColorTokens’ rights. The individual accepting this EULA represents that they are authorized to bind Customer; if they are not, they must not accept this EULA or use the ColorTokens Software. 

1. DEFINITIONS

1.1 “Affiliate(s)” means an entity that controls, is controlled by, or is under common control with a party.

1.2 “Authorized Users” means employees, contractors or any authorised representative of the Customer and its Affiliates who use the ColorTokens Software on Customer’s behalf. 

1.3 “Channel Partner” means a reseller, distributor, systems integrator or other partner authorized by ColorTokens to supply the ColorTokens Software.

1.4 “Cloud Services” means the hosted console, APIs and other hosted features of the ColorTokens Software.

1.5 “ColorTokens Software” means the ColorTokens software and cloud services identified in an Order, including the Cloud Services, the Components, the Documentation and all updates to them.

1.6 “Components” means the agents, connectors, gateways and other software provided for installation in Customer’s environment, in object code form.

1.7 “Customer Data” means data that Customer submits to, or that the ColorTokens Software collects from, Customer’s environment.

1.8 “Documentation” means the user documentation for the ColorTokens Software made available by ColorTokens, including, where applicable, documentation relating to any open-source software incorporated into or used in the ColorTokens Software.

1.9 “Entitlement” means the quantities and usage metrics of the ColorTokens Software that Customer is authorized to use, as stated in an Order.

1.10 “Marketplace” means a cloud or online marketplace through which ColorTokens has authorized the ColorTokens Software to be offered.

1.11 “Order” means any order form, quote, purchase order, private offer or marketplace subscription for the ColorTokens Software, entered into with ColorTokens, a Channel Partner or a Marketplace, and accepted by ColorTokens directly or through its corresponding order.

1.12 “Subscription Term” means the period of use of the ColorTokens Software stated in an Order.

1.13 “Usage Data” means technical and usage data relating to the ColorTokens Software, and aggregated, de-identified data derived from Customer Data. 

2. SCOPE

2.1 All purchase channels. This EULA governs use of the ColorTokens Software whether obtained directly from ColorTokens, through a Channel Partner or through a Marketplace.

2.2 Separate agreements. Fees, invoicing, taxes, payment, renewal and other commercial terms are set out only in the Order with the party from which Customer purchases. Implementation, deployment, professional services, training, support and service levels are governed only by separate agreements or policies. Customer’s rights under this EULA do not depend on completion of any services, and ColorTokens is not responsible for services performed by Channel Partners or other third parties.

2.3 Channel Partners and Marketplaces. Channel Partners and Marketplaces are independent of ColorTokens, are not its agents, and cannot amend this EULA or make any commitment on ColorTokens’ behalf.

3. LICENSE

3.1 Grant. Subject to this EULA and the Entitlement, ColorTokens grants Customer, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable right for its Authorized Users to (a) access and use the Cloud Services, and (b) install, copy and run the Components in object code form on systems owned, leased or controlled by Customer or its Affiliates, in each case solely for Customer’s internal security operations.

3.2 Revocation. ColorTokens may suspend or revoke these rights as set out in Section 7, including for non-payment or breach.

3.3 Responsibility and reserved rights. Customer is responsible for its Authorized Users, their compliance with this EULA and the security of their credentials. All rights not expressly granted are reserved.

4. RESTRICTIONS

Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile or disassemble the ColorTokens Software; (b) modify it or create derivative works; (c) sell, sublicense, rent, distribute, or use it to provide managed or outsourced services to third parties, unless under a separate managed service provider agreement with ColorTokens; (d) exceed the Entitlement or circumvent any license key, usage limit or security control; (e) perform penetration, vulnerability or load testing of the Cloud Services or ColorTokens infrastructure; (f) publish benchmark or comparative test results without ColorTokens’ written consent; (g) use it to build a competing product; or (h) use it in violation of law, including export control and sanctions laws.

5. USAGE VERIFICATION

If Customer’s use exceeds its Entitlement, Customer must pay ColorTokens for the additional Entitlement corresponding to such overage for the applicable Subscription Term, at the rates specified in the ongoing Customer Order.

6. OWNERSHIP, DATA AND CONFIDENTIALITY

6.1 Ownership. ColorTokens own the ColorTokens Software including its intellectual property rights therein, its underlying technology and models, Usage Data and all improvements (present and future). Customer solely owns Customer Data and hereby permits ColorTokens to process it to provide, secure and support the ColorTokens Software.

6.2 Usage Data. ColorTokens may collect and use Usage Data to operate, secure and improve its products and services, including its analytics and models, provided Usage Data does not identify Customer or any individual or disclose Customer’s confidential information. Personal data is processed under ColorTokens’ Privacy Notice and any data processing agreement between the parties.

6.3 Confidentiality. Each party will protect the other’s non-public information (including the ColorTokens Software and Customer Data) with reasonable care and use it only for this EULA, except information that is public, already known, independently developed, or required by law to be disclosed. Any separate confidentiality agreement between the parties prevails.

7. TERM, SUSPENSION AND TERMINATION 

7.1 Term. This EULA shall commence upon acceptance by Customer, whether by execution, click-wrap, or, where neither applies, on the license start date specified in the applicable Order, and shall remain in effect until the applicable Subscription Term expires or this EULA is terminated in accordance with its terms. 

7.2 Suspension. ColorTokens may suspend the Cloud Services or updates (a) immediately, if Customer breaches Section 4 or its use poses a security risk to the ColorTokens Software or other customers; or (b) if fees for Customer’s Order remain unpaid to ColorTokens (by Customer, a Channel Partner or a Marketplace) thirty (30) days after written notice to Customer. Suspension will be limited to what is reasonably necessary and lifted once the cause is resolved.   

7.3 Revocation. ColorTokens may, by written notice, revoke the license and terminate this EULA or any affected Order if Customer (a) materially breaches this EULA and fails to cure within thirty (30) days of notice; (b) breaches Section 4 in a way that cannot be cured; (c) remains suspended under Section 7.2(b) for over thirty (30) days; or (d) becomes insolvent.

7.4 Effect. On expiry or termination, all rights end, and Customer will stop using the Cloud Services and, within thirty (30) days, uninstall and delete the Components and confirm this in writing if requested. Sections Restrictions (section 4); Ownership, Data and Confidentiality (section 6); Effect (section 7.4)  and Evaluation Use (section 8) to Limitation of Liability (section 11) survive.

8. EVALUATION USE

Unless a specific evaluation agreement is signed between ColorTokens and Customer, if the ColorTokens Software is provided for evaluation, proof of concept, pilot, trial or free of charge (“Evaluation”), only Sections 1, 2.3, 2.4, 4, 6, this Section 8, and Sections 9 to 11 apply. During Evaluation: (a) Customer may use the ColorTokens Software solely for internal evaluation, in the quantities and for the period ColorTokens specifies (or thirty (30) days), and ColorTokens may end the Evaluation at any time; (b) it is provided “AS IS”, without support, service levels, warranties or indemnities; (c) ColorTokens’ total liability will not exceed US$500; and (d) unless Customer purchases, Customer will uninstall it within ten (10) days after the Evaluation ends. Customer shall use the ColorTokens Software solely in a test environment and shall not use it in any production environment. Any use of the ColorTokens Software in a production environment during the Evaluation shall be at Customer’s sole risk and responsibility, and ColorTokens shall have no liability arising from or relating to such use.

9. WARRANTY DISCLAIMER

ColorTokens Software is provided “AS IS” and ColorTokens disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. ColorTokens does not warrant that the ColorTokens Software will be error-free or uninterrupted, or will detect or prevent every threat. Customer is responsible for its environment and backups and for the policies it configures, approves or enforces (including recommended policies), and ColorTokens is not liable for disruption caused by those policies. Warranties given by Channel Partners or Marketplaces are theirs alone.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law: (a) neither party is liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or business; and (b) ColorTokens’ total liability under this EULA will not exceed the fees received by ColorTokens for the ColorTokens Software giving rise to the claim in the twelve (12) months before the event. Clause (a) does not limit Customer’s liability for breach of Sections 3 or 4 or infringement of ColorTokens’ intellectual property.

11. GENERAL

11.1 Law and disputes. This EULA is governed by California law, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods. After ten (10) business days of good faith negotiation, any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Santa Clara County, California, in English. Either party may seek interim relief from any competent court.

11.2 Updates. ColorTokens may update this EULA by posting a new version on its website. Updates apply only to Orders and renewals placed after their effective date.

11.3 Assignment. Either Party may assign this EULA, without the other Party’s prior consent but upon written notice, to an Affiliate or in connection with a merger, acquisition, corporate restructuring, reorganization, or sale or transfer of all or substantially all of its business or assets to which this EULA relates, provided that such assignment is not to a direct competitor of the other Party.

11.4 Notices. Notices to ColorTokens go to ColorTokens, Inc., Attn: Office of the General Counsel, [3590 N. First Street, Suite 320, San Jose, CA 95134, USA], copy to [[email protected]]; notices to Customer go to the contact in the Order or account.

11.5 Other. Neither party is liable for delays beyond its reasonable control (other than payment). The parties are independent contractors, and there are no third-party beneficiaries. Unenforceable provisions will be enforced to the extent permitted, and failure to enforce is not a waiver. This EULA, with the Entitlement and Subscription Term in the Order and any agreement under Section 2.4, is the entire agreement on its subject matter and supersedes all prior terms of use for the ColorTokens Software.