EULA

PRIMO RPA SOFTWARE LICENSE AGREEMENT FOR END-USERS
VERSION 1.0

UAE, Dubai April «20», 2024


This Primo RPA Software License Agreement (the "Agreement") is between you and PRIMO RPA GLOBAL FZCO (the "Rightholder"), which owns the Products that you are accessing or using.
If you accept this Agreement not as an individual but on behalf of your company or other entity for which you are acting, then "you" means your entity, and you are binding your entity to this Agreement.
The "Effective Date" of this Agreement is the date of your initial access to or use of the Products.
By clicking on the "I agree" (or similar button or checkbox) presented to you or by using or accessing the Products, you indicate your consent to be bound by this Agreement. Do not use or access the Products if you disagree with this Agreement.


1. Definitions

1.1 "Products" means the Primo RPA platform and all its components.
1.2 "Additional Services" means support and maintenance or other services related to the Products provided to you by Rightholder.
1.3 "Documentation" means Rightholder's standard published documentation for the Products.
1.4 "Feedback" means comments, questions, ideas, suggestions, or other feedback relating to the Products or Additional Services.
1.5 "License Term" means your permitted license term for the Products, as set forth in an Order.
1.6 "New Releases" means any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Products that Rightholder makes available to you as part of support and maintenance.
1.7 "Order" means Rightholder's applicable ordering documentation or other purchase flow referencing this Agreement.
1.8 "Scope of Use" means your authorized scope of use for the Products as specified in the applicable Order, which may include numbers of licenses, copies, or instances.


2. Scope of Agreement

This Agreement governs your use of Rightholder's Products, including Community and paid Editions, support, maintenance for the Products, and any Additional Services, as well as any future purchases made by you that reference this Agreement. The Products and their permitted use are further described in the Documentation. The term "Products" includes Documentation unless otherwise specified.


3. Use of the Products

3.1 Your License Rights. Subject to the terms and conditions of this Agreement, Rightholder grants you a non-exclusive, non-sublicensable, and non-transferable license to install and use the Products during the applicable License Term for your business purposes, in accordance with this Agreement, your applicable Scope of Use, the Documentation, and all applicable laws.
3.2 Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Products; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Products to a third party; (c) use the Products for the benefit of any third party; (d) incorporate the Products into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Products; (h) use the Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Products; or (j) encourage or assist any third party to do any of the foregoing.
3.3 Attribution. In any use of the Products, you must not remove, obscure, or alter in any way the attribution to Rightholder on all user interfaces to the Products, which must be in the same format as delivered in the Products.
3.4 System Requirements. You are solely responsible for ensuring that your systems meet the hardware, software, and other applicable system requirements for the Products specified in the Documentation. Rightholder will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Rightholder.


4. Third-Party Products and Services

You may use or procure other third-party products or services in connection with the Products, including implementation, customization, training, or other services. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider. If you enable or use third-party products or services with the Products, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with the Products. This may include transmitting, transferring, modifying, or deleting your data or storing your data on systems belonging to third-party providers or other third parties. Any third-party provider's use of your data is subject to the applicable agreement between you and such third-party provider. Rightholder is not responsible for any access to or use of your data by third-party providers or their products or services or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data. You are responsible for carefully reviewing the agreement between you and the third-party provider, as provided by the applicable third-party provider. Rightholder DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR RIGHTHOLDERS.


5. Rightholder Commitments

5.1 Support and Maintenance. Annual fees for commercial editions of the Products cover the applicable support and maintenance. Support and maintenance for Products include access to New Releases, if and when available, and any references to "Products" in this Agreement include New Releases.
5.2 Additional Services. Subject to this Agreement, you may purchase Additional Services from Rightholder, which Rightholder will provide to you under the applicable Order. Additional Services may be subject to additional policies and terms specified by Rightholder.
(a) Rightholder Deliverables. Rightholder will retain all rights, title, and interest in and to any materials, deliverables, modifications, derivative works, or developments that Rightholder provides in connection with any Additional Services ("Rightholder Deliverables"). You may use any Rightholder Deliverables provided to you only in connection with the Products, subject to the same usage rights and restrictions as for the Products. For clarity, Rightholder Deliverables are not considered Products, and any Products (including any New Release) are not considered Rightholder Deliverables.
(b) Customer Materials. You agree to provide Rightholder with reasonable access to your materials, systems, personnel, or other resources (including your instances of the Products) as reasonably necessary for Rightholder's provision of Additional Services ("Customer Materials"). If you do not provide Rightholder with timely access to Customer Materials, Rightholder's performance of Additional Services will be excused until you do so. You retain your rights in your Customer Materials, subject to Rightholder's ownership of any underlying Products, Rightholder Deliverables, or other Rightholder Technology. Rightholder will use Customer Materials solely for the purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Customer Materials to provide them to Rightholder for such purposes.


6. License Term, Returns, and Payment

6.1 License Term and Renewals. The License Term, support, and maintenance period will be indicated in the Order (as applicable). The License Term and any applicable service periods will commence on the Order date (unless a different start date is designated in the Order) and expire on the expiration date indicated in your Order. Unless earlier terminated in accordance with this Agreement, each right to use Products will expire at the end of the applicable License Term. Any renewals must be mutually agreed upon by the parties in writing and are subject to the applicable Products or support and maintenance fees that will be charged at the then-current rates.
6.2 Delivery. We will deliver the applicable license keys to you when we receive payment of the applicable fees. All deliveries under this Agreement will be electronic. To avoid doubt, you are responsible for the installation of the Products. You acknowledge that Rightholder has no further delivery obligation with respect to the Products after delivery of the license keys according to the procedures set forth in Documentation.
6.3 Increased Scope of Use. During your License Term, you may increase your Scope of Use (e.g., adding licenses, copies, or instances) by placing a new Order or, if made available by Rightholder, directly through the applicable Products. Any increases to your Scope of Use will be subject to additional fees, as set forth in the applicable Order.
6.4 Payment. You will pay all fees in accordance with each Order, by the due dates, and in the currency specified in the Order. You agree that we may bill your credit card or other payment method for renewals, additional licenses, and unpaid fees, as applicable.
6.5 Taxes. Your fees under this Agreement exclude any taxes or duties payable for the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Rightholder, you must pay Rightholder the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as such taxes or duties are levied or assessed. In that case, you will have the right to provide to Rightholder any such exemption information, and Rightholder will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
6.6 Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and Rightholder will work together to avoid withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Rightholder qualifies for a tax exemption or a reduced treaty withholding rate, Rightholder will provide you with reasonable documentary proof. You will provide Rightholder with reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
6.7 Reseller Orders. This Section applies if you purchase the Products, support, and maintenance, or any Additional Services through a Reseller ("Reseller").
(a) Instead of paying Rightholder, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. Rightholder may suspend or terminate your rights to use Products if Rightholder does not receive the corresponding payment from the Reseller.
(b) Instead of an Order with Rightholder, your order details (e.g., Products, Scope of Use, and License Term) will be as stated in the Order placed with Rightholder by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such order as communicated to Rightholder.
(c) Resellers are not authorized to modify this Agreement or make any promises or commitments on Rightholder's behalf, and Rightholder is not bound by any obligations to you other than as set forth in this Agreement.
(d) The amount paid or payable by the Reseller to us for your use of the applicable Products under this Agreement will be deemed the amount actually paid or payable by you to us under this Agreement for purposes of calculating the liability cap in Section 13.2 (Liability Cap).


7. No-Charge Products

We may offer certain Products to you at no charge, including Community Edition, trial use, and Beta Versions (collectively, "No-Charge Products"). Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the License Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section, the terms and conditions of this Agreement governing Products fully apply to No-Charge Products. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta versions of Products, and any pre-release and beta features within generally available Products, that we make available (collectively, "Beta Versions") are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to use Beta Versions, but the Beta Versions will still remain subject to this Section. All information regarding the characteristics, features, or performance of any No-Charge Products (including Beta Versions) constitutes Rightholder's Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty, and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, RIGHTHOLDER'S MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$10.


8. License Certifications and Audits

At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Products (including that of your Authorized Users). We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Rightholder at law or equity or under this Agreement.


9. Ownership and Feedback

Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase" or "sale". Rightholder and its licensors have and retain all rights, title, and interest, including all intellectual property rights, in and to Rightholder's technology and Products. From time to time, you may choose to submit Feedback to us. Rightholder may, in connection with any of its products or services, freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Rightholder's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.


10. Confidentiality

Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, and business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Rightholder technology performance information relating to the Products will be deemed Confidential Information of Rightholder without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 10. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if required under a regulation, law, or court order (but only to the minimum extent necessary to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.


11. Term and Termination

11.1 Term. This Agreement is effective as of the Effective Date and continues until the expiration of all License Terms unless earlier terminated as set forth herein.
11.2 Termination for Cause. Either party may terminate this Agreement (including all related Orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
11.3 Termination for Convenience. You may choose to stop using the Products and terminate this Agreement (including all Orders) at any time for any reason upon written notice to Rightholder, but upon any such termination (a) you will not be entitled to a refund of any pre-paid fees and (b) if you have not already paid all applicable fees for the then-current License Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
11.4 Effects of Termination. Upon any expiration or termination of this Agreement, your license to the Products terminates, and you must cease using and delete (or, at our request, return) all Products and Confidential Information or other materials of Rightholder in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. If this Agreement is terminated by you in accordance with Section 11.2 (Termination for Cause), Rightholder will refund you any prepaid Products fees covering the remainder of the then-current License Term after the effective date of termination. If this Agreement is terminated by Rightholder in accordance with Section 11.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current License Term after the effective date of termination. In no event will termination relieve you of its obligation to pay any fees payable to Rightholder for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.


12. Warranties and Disclaimer

12.1 General Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If you are an entity, you represent and warrant that this Agreement and each Order is entered into by an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of this Agreement.
12.2 Virus Warranty. Rightholder further represents and warrants that it will take reasonable commercial efforts to ensure that the Products, in the form and when provided to you, will be free of any viruses, malware, or other harmful code. For any breach of the foregoing warranty, your sole and exclusive remedy, and Rightholder's sole obligation, is to provide a replacement copy of the Products promptly upon notice.
12.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1 (GENERAL WARRANTIES) AND 12.2 (VIRUS WARRANTY), ALL PRODUCTS, SUPPORT AND MAINTENANCE, AND ANY ADDITIONAL SERVICES ARE PROVIDED "AS IS," AND RIGHTHOLDER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. RIGHTHOLDER WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF RIGHTHOLDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER RIGHTHOLDER NOR ANY OF ITS THIRD-PARTY SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, PRODUCTS, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.2 (VIRUS WARRANTY), THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.


13. Limitations of Liability

13.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
13.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S AND ITS SUPPLIERS' AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
13.3 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 13 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.


14. IP Indemnification by Rightholder

We will defend you against any claim brought against you by a third party alleging that the Products, when used as authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a "Claim"), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by Rightholder (including reasonable attorneys' fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of the Products is (or, in our opinion, is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right or license for your continued use of the Products in accordance with this Agreement; (ii) substitute substantially functionally similar Products; or (iii) terminate your right to continue using the Products and refund any license fees pre-paid by you for the use of the Products for the terminated portion of the applicable License Term. Rightholder's indemnification obligations above do not apply: (1) if the total aggregate fees received by Rightholder with respect to your license to Products in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if the Products is modified by any party other than Rightholder, but solely to the extent the alleged infringement is caused by such modification; (3) if the Products is used in combination with any non-Rightholder product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to the unauthorized use of Products; (5) to any Claim arising as a result of any third-party deliverables or components contained with the Products; (6) to any unsupported release of the Products; or (7) if you settle or make any admissions with respect to a Claim without Rightholder's prior written consent. THIS SECTION 14 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCTS OR OTHER ITEMS PROVIDED BY RIGHTHOLDER UNDER THIS AGREEMENT.


15. Publicity Rights

We may identify you as our customer in our promotional materials. We will promptly stop doing so upon your request sent to info@primo-rpa.com.


16. Dispute Resolution

16.1 Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. All negotiations pursuant to this Section 16.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
16.2 Governing Law; Jurisdiction. Each party irrevocably agrees that any legal action, suit, or proceeding arising out of or related to these Terms must be brought solely and exclusively in and will be subject to the service of process and other applicable procedural rules of the courts in Dubai, United Arab Emirates, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Dubai, United Arab Emirates, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.
16.3 Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 16.1 (Informal Resolution) and Section 16.2 (Governing Law; Jurisdiction), nothing in this Agreement will prevent Rightholder from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.


17. Export Restrictions

The Products is subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your download of, access to, and use of the Products.


18. Third Party Code

The Products include code and libraries licensed to us by third parties, including open-source software.


19. Changes to this Agreement

19.1 Modifications Generally. We may modify the terms and conditions of this Agreement from time to time, with notice given to you by email, through the Products, or through our website. Together with notice, we will specify the effective date of the modifications.
19.2 No-Charge Products: You must accept the modifications to continue using the No-Charge Products. If you object to the modifications, your exclusive remedy is to cease using the No-Charge Products.
19.3 Paid Licenses: Typically, when we make modifications to the main body of this Agreement, the modifications will take effect at the next renewal of your License Term and will automatically apply as of the renewal date unless you elect not to renew. In some cases – e.g., to address compliance with laws or as necessary for new features – we may specify that such modifications become effective during your then-current License Term. If the effective date of such modifications is during your then-current License Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund to you any fees you have pre-paid for the use of the affected Products for the terminated portion of the applicable License Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of this Agreement in effect at the time of the Order.


20. General Provisions

20.1 Notices. Any notice under this Agreement must be given in writing. We may provide notice to you via email. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to you will be deemed given upon the first business day after we send them.
20.2 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events that are beyond the reasonable control of a such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
20.3 Assignment. You may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, you may assign this Agreement in its entirety (including all Orders) to your successor resulting from your merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this Agreement. Any attempt by you to transfer or assign this Agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. We may also permit our Affiliates, agents, and contractors to exercise our rights or perform our obligations under this Agreement, in which case we will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties permitted successors and assigns.
20.4 Entire Agreement. This Agreement is the entire agreement between you and Rightholder relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals, and representations between you and Rightholder with respect to the Products or any other subject matter covered by this Agreement.
20.5 Waivers; Modifications. No failure or delay by the injured party to this Agreement in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 19 (Changes to this Agreement), any amendments or modifications to this Agreement must be executed in writing by the authorized representatives of Rightholder and you.
20.6 Interpretation. As used herein, "including" (and its variants) means "including without limitation" (and its variants). Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable, or illegal, the other provisions will continue in full force and effect.
20.7 Independent Contractors. The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power, or authority to create any duty or obligation of the other party.