Operator Stack
The PENSO Licensing Office (PLO) is operated by Panair Inc. as the patent rights holder. The PENSO SaaS service that practices the licensed technology is operated separately by PENSO Inc. as the first licensee under an internal Master License Agreement. References to "PENSO" / "we" in these Standard Terms mean Panair (as PLO operator) unless context clearly indicates the SaaS operator.
Nature of the License
PENSO licenses its patent family and associated technology exclusively through the PENSO Licensing Office (PLO). Licenses are granted only under an executed EMLA and only as described in the PLO License Schedule.
PLO offers two licensing plans: the Startup License (3-year base plus Renewal Option and Exit Milestone, for venture-backed companies preparing for their next funding round, IPO, or M&A) and the Enterprise License (5-year non-cancelable, for established organizations). Plan selection is determined by PLO at contact time based on Licensee business profile.
There is no self-serve, online-signup, or per-seat SaaS subscription path. All licensing is contract-based and invoice-only. Every license includes a recurring advisory service with PENSO leadership (see the Advisory Service section below).
License Grant
Subject to payment of the Annual Fees set forth in the executed EMLA and its Fee Schedule exhibit, PLO grants Licensee a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted) license to practice the Licensed Patents and to use the Licensed Technology within the Licensed Field of Use.
The License is granted for the right to practice and use. Licensee's non-use, partial use, suspension, or discontinuation of use does not reduce, suspend, or excuse any payment obligation under the EMLA.
Term
Term structure depends on the plan selected in the executed EMLA:
- Startup License: three (3) year Base Term, non-cancelable by Licensee. A Renewal Option of three (3) years is available at Licensee's election. An Exit Milestone Fee is payable upon Licensee's IPO or M&A with Exit Consideration at or above the threshold set in the Fee Schedule.
- Enterprise License: five (5) year Initial Term, non-cancelable by Licensee, with automatic three (3) year Renewal Terms unless either party provides written notice of non-renewal at least one hundred eighty (180) days before the scheduled expiration date. Major Transaction Milestone fees apply to private Enterprise Licensees on M&A, IPO, or major divestiture.
Future Patent Inclusion
Any patent filed, prosecuted, or registered by PENSO during the Term of the EMLA in the Licensed Field of Use (AI governance, agent operations, and audit-related uses) is automatically included in the Licensed Patents for the remaining Term and any Renewal Terms at no additional fee, provided Licensee is in good standing (all payments current) and provided the new patent's Field of Use overlaps with the Licensed Field of Use.
This provision applies only to patents filed by PENSO during the Term. Patents filed after Term expiration (without renewal) are outside the scope of the then-current License.
Advisory Service
Every EMLA includes a recurring advisory service delivered by PENSO leadership. The number of advisory hours per month and the designated advisor depend on the plan and tier set in the Fee Schedule exhibit. Advisory time beyond the included quota is billable at rates stated in the Fee Schedule.
Advisory covers AI governance best practices, agent architecture consultation, patent-safe design pattern guidance, competitive landscape briefings, and IP strategy support for Licensee's funding rounds or M&A discussions. Advisory is delivered under mutual confidentiality; nothing discussed in advisory constitutes legal, financial, or investment advice.
Covenant Not to Sue (Startup License)
For Licensees executing the Startup License plan, the EMLA contains a Covenant Not to Sue extending to: (a) Licensee, (b) Licensee's current and future investors, (c) Licensee's board members, (d) any acquirer upon Change of Control, and (e) Licensee's direct and indirect subsidiaries. This covenant is designed to support Licensee's IP representation and warranty in subsequent funding rounds and M&A diligence.
Upon Licensee Change of Control, the acquirer has three options: Assume (continue the license on remaining terms), Buy-out (satisfy Exit Milestone Fee plus remaining Base in a single payment), or Terminate (pay Exit Milestone Fee on termination).
Registration Failure Clause
If all Licensed Patents are finally rejected during prosecution within five (5) years of the Effective Date, Licensee may terminate this Agreement by written notice. Upon such termination, Licensor shall (a) cease further invoicing, (b) refund prepaid amounts on a pro-rata basis for months not yet elapsed, and (c) retain Milestone Payments already triggered (if any). "Finally rejected" means a rejection that is not further appealable or has not been appealed within applicable deadlines.
This clause protects Licensee from paying for rights that do not ultimately issue. It does not affect obligations accrued during prosecution where the Licensed Patents were still pending.
Indivisible Consideration
The Total Contract Value stated in the Fee Schedule exhibit is the consideration for the License as an integrated, indivisible whole, comprising the Licensed Patents, Technology Access, Covenant Not to Sue, and Advisory Service. Monthly installments are for payment convenience only. No portion of any installment is attributable to any individual component of the License.
Statements in PENSO marketing materials that compare Licensed payment amounts to engineer salaries or operating expenses are illustrative only and do not re-characterize the legal nature of this Agreement.
No-Set-Off
No claim by Licensee against PENSO, whether related or unrelated to this Agreement, entitles Licensee to withhold, set off, deduct from, or defer any installment payment. Licensee's sole remedies for any dispute are those expressly stated in the executed EMLA and applicable law.
SaaS Negation
The EMLA is an intellectual property license. It is not a software-as-a-service (SaaS) subscription, a service contract, a cloud computing agreement, or a support contract. No warranty is provided with respect to service availability, uptime, response time, or scope of support beyond the Advisory Service hours and Technology Access explicitly defined in the executed EMLA and its exhibits.
Fees and Payment
Licensee's payment obligation is expressed as the Total Contract Value (TCV) set forth in the Fee Schedule exhibit, paid in monthly installments over the Term for payment convenience:
- Startup License: monthly installment over the 36-month Base Term (and additional 36 months if Renewal Option is elected)
- Enterprise License: monthly installment over the 60-month Initial Term (and 36-month Renewal Terms thereafter)
- Payments due monthly in advance; net 30 from invoice
The TCV is fixed at the Effective Date and is not subject to reduction, set-off, counterclaim, or defense except as expressly provided in the Registration Failure Clause above or the Termination section below. Late payments bear interest at the maximum rate permitted by applicable law.
Licensee may elect to prepay the full TCV at execution in exchange for a 20% prepayment discount, or prepay a shorter period at discounts stated in the Fee Schedule.
Enterprise Entry Option (Land-and-Expand)
For Enterprise License, Licensee may elect at execution to begin with a 1-year "Entry Term" at the applicable tier's monthly rate, with a single-option conversion right exercisable within the Entry Term to the full 5-year Initial Term.
Upon conversion, all prior Entry Term payments credit against the 5-year TCV. If Licensee does not convert, the Agreement terminates at the end of the Entry Term. Entry Term does not include Future Patent Inclusion, Exit Milestone / Major Transaction Milestone, or the Covenant Not to Sue extension to Future Investors (Current Investors are covered only).
Termination and Acceleration
PLO may terminate the EMLA immediately upon written notice if: (a) Licensee fails to pay any undisputed amount when due and such failure continues for thirty (30) days after written notice; (b) Licensee commits a material breach and fails to cure within thirty (30) days after written notice; or (c) Licensee becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
Upon termination by PLO for cause, all remaining Annual Fees for the balance of the then-current Initial Term or Renewal Term immediately become due and payable as liquidated and agreed damages, reflecting PLO's commitment to make the Licensed Patents and Licensed Technology available to Licensee on the terms of the EMLA. The parties acknowledge that this Acceleration Amount is a reasonable estimate of PLO's damages and is not a penalty.
Prohibited Activities
Without PLO's prior written consent, Licensee must not:
- use the License or Licensed Technology beyond the licensed scope, including beyond the authorized seat count, environment, term, purpose, or Field of Use;
- resell, sublicense, lease, share, or otherwise provide the License or Licensed Technology or any portion thereof to a third party;
- reproduce, republish, publicly transmit, make publicly available, adapt, or otherwise exploit PENSO's reports, outputs, screens, materials, or content beyond the use authorized in the EMLA;
- construct a third-party-facing service that is premised on PENSO's pricing structure, certification framework, operational framework, or deliverables without PLO's prior written consent; or
- infringe any intellectual property right or legitimate commercial interest of PENSO or any third party.
Intellectual Property
PENSO's patents, assessment methodology, scoring algorithms, reports, screens, images, text, structure, logic, specifications, know-how, and all other related content remain the intellectual property of PENSO or its licensors. Except as expressly set out in the EMLA, no transfer, assignment, or additional license of intellectual property rights is granted to Licensee.
Out-of-Scope and Unauthorized Use
If Licensee uses the Licensed Patents, Licensed Technology, or related content beyond the licensed scope, or without authorization — including through unauthorized reproduction, republication, redistribution, public transmission, or any other form of contract-external use — PLO may seek injunctive relief, require the use to stop, require deletion, and pursue any other measures it deems appropriate.
In such cases, PLO may claim a reasonable amount determined in light of PLO's standard published rates, the seat count, duration, medium, purpose, scale, form, re-use potential, and commercial impact of the actual use, and any other relevant circumstances.
The foregoing is without prejudice to PLO's other remedies at law, including actual damages, lost profits, investigation and enforcement costs, and attorneys' fees.
Data Handling
Source code operated by Licensee under the License is never transmitted to PENSO servers. Only file hashes and assessment metadata are processed through the PENSO Scan and PENSO Certification components of the Licensed Technology.
Certification Scope
PENSO Certification, included in the Licensed Technology, is a technical assessment of AI governance practices. It is not a legal opinion, legal compliance guarantee, or representation that Licensee satisfies every applicable regulatory requirement.
Limitation of Liability
To the maximum extent permitted by law, PENSO and PLO are not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenues, data, or business opportunities arising from or related to the License, the Licensed Patents, the Licensed Technology, or the EMLA.
Modifications to These Standard Terms
PLO may update these Standard Terms from time to time. For executed EMLAs, the Standard Terms incorporated at the time of execution govern unless the parties agree in writing to an updated version. Material changes will be communicated with at least 30 days' notice before taking effect for new EMLAs.
Contact
Questions regarding these Standard Terms or the EMLA structure may be sent to licensing@penso-os.com.