THIS END USER LICENSE AGREEMENT (“EULA”) FORMS A LEGAL AGREEMENT BETWEEN YOU, THE INDIVIDUAL END USER (“You”) AND TRX SYSTEMS, INC. (“Company”) THAT APPLIES EACH TIME YOU USE OR ACCESS COMPANY’s SOFTWARE, FIRMWARE, OR OTHER APPLICATION INTEGRATED WITH COMPANY’S PRODUCTS MADE AVAILABLE TO YOU IN CONNECTION WITH THE USE OF SUCH PRODUCTS, AND ITS ASSOCIATED CONTENT, FEATURES, TOOLS, AND MATERIALS (collectively, the “Platform”). YOUR COMPLIANCE WITH THIS EULA IS A CONDITION OF THE AGREEMENT BETWEEN COMPANY AND YOUR EMPLOYER OR ORGANIZATION GOVERNING THE PURCHASE OF AND USE OF COMPANY’S PRODUCTS AND PLATFORM. YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS AS THEY GOVERN YOUR USE OF THE PLATFORM AND ITS FUNCTIONALITY.
NOTE THAT PURSUANT TO THE CONFIDENTIALITY PROVISIONS BELOW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ALL INFORMATION GENERATED BY OR DERIVED FROM THE INTEGRATION TESTING OR GENERAL PERFORMANCE TESTING OF THE PLATFORM IS HIGHLY SENSITIVE IN NATURE AND SHALL BE KEPT STRICTLY CONFIDENTIAL, AND MAY NOT BE DISCLOSED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING COMPANY’S EXPRESS PRIOR WRITTEN AUTHORIZATION.
License Grant and Restrictions
This EULA provides to You a personal, revocable, limited, non-exclusive, non-sublicensable, and non- transferable license to use and access the Platform solely for Your internal use as specifically described herein, conditioned on Your continued compliance with this EULA.
When using the Platform in accordance with the foregoing license, You shall not directly or indirectly: (a) use the Platform to create any service, software or documentation that performs substantially the same functionality as the Platform; (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Platform or any of its components (except as otherwise expressly and specifically permitted by applicable law); (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Platform in any service bureau arrangement or otherwise for the benefit of any third party; (d) adapt, combine, create derivative works of or otherwise modify the Platform; (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Platform; (f) use or access the Platform for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose; or (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Platform or accompanying documentation.
Enterprise Agreement
Your employer or organization may have entered into a separate services agreement, order form, and/or other contract with Company governing its (and Your) use of and access to the Platform (a “Enterprise Agreement”). In such event, You agree to comply with all applicable terms and conditions of the applicable Enterprise Agreement, in addition to this EULA, and Your violation of any such terms or conditions shall constitute Your material breach of this EULA.
Third-Party Materials and Services
You acknowledge that the Platform may include or incorporate certain code, content, tools, components, and other materials owned by and/or licensed from third parties (collectively, “Third-Party Materials”).
The restrictions contained herein with respect to Your use of the Platform generally apply in full force and effect to all Third-Party Materials included or integrated in the Platform. Without limiting any other disclaimer or provision herein, You acknowledge that Company makes no representation or warranty of any kind with respect to the quality, accuracy, or integrity of Third-Party Materials.
For Third-Party Materials which constitute copyrighted code and components, copyright to such code and components belongs to their respective third-party author(s), each additional contributor, and/or their respective assignee(s).
Confidentiality
You acknowledge and agree that the Platform may incorporate certain confidential, sensitive, non-public, and/or proprietary information, documentation, or other materials belonging to Company and/or its third- party providers, including without limitation confidential documentation and instructions regarding the Platform and its operation (“Confidential Information”). You may not share, transmit, or otherwise disclose such Confidential Information to any third party for any purpose whatsoever, or provide any unauthorized third party with access to the Platform which would allow such third party to view or receive Confidential Information. You agree to preserve the confidentiality of all such Confidential Information using the same standard of care as You use to protect Your (and Your employer’s or organization’s) information of a like nature, but in any event no less than a reasonable standard of care. The foregoing obligations of confidentiality shall apply to the fullest extent permitted by applicable law and the terms of the Enterprise Agreement. In addition to and without limiting the generality of the foregoing, You further acknowledge and agree that any information generated or derived from the integration testing or general performance testing of the Platform, including without limitation any such testing data that may be deemed “Controlled Unclassified Information” pursuant to applicable U.S. federal laws and regulations, is highly sensitive in nature and shall be kept strictly confidential as Confidential Information defined under this paragraph, and may not be disclosed to any third party for any purpose absent the express prior written authorization of Company in each instance (except as otherwise expressly required pursuant to government order or the operation of applicable law). You acknowledge that any unauthorized disclosure of this highly sensitive Confidential Information could result in the compromise of critical program data that could materially and adversely impact the effectiveness of military operations. You further acknowledge that your breach of the confidentiality obligations under this paragraph may cause Company irreparable harm in an amount not readily calculable as money damages, and accordingly agree that in the event of such actual or threatened breach, Company will be entitled to seek preliminary and/or final injunctive relief therefor, without the necessity of posting bond or other security, and without prejudice to any other available remedy.
Proprietary Rights
All materials and information included as part of the Platform, including without limitation all content, text, graphics, logos, and images made available on the Platform, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Platform, are the property of Company or its applicable third-party licensors, and are protected by copyright and other laws governing intellectual property and proprietary rights. Company reserves all rights in the Platform not expressly granted herein.
You agree that You do not acquire any ownership rights in any part of the Platform under this EULA or through Your use of the Platform. Company does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by this EULA.
You acknowledge that any use of or access to the Platform in breach of the license restrictions set forth hereunder shall constitute Your infringement and violation of Company’s intellectual property and other proprietary rights in and to the Platform.
Feedback
“Feedback” means any feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, or ideas for improvement communicated to Company by You regarding the Platform or Company’s products and services. From time to time, You may voluntarily provide Feedback to Company, whether or not in response to specific requests or solicitation by Company. In such event, and unless such Feedback is subject to the terms of the Enterprise Agreement or any other agreement, You grant to Company a perpetual, irrevocable, fully transferable, freely sublicensable, royalty-free, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback for any purpose in Company’s discretion without restriction. The foregoing license to Feedback shall survive the termination or expiration of this EULA for any reason.
Government Users
The terms of this paragraph apply if You are the personnel of an agency, office, instrumentality, or other subdivision of the United States government or any state or local government thereof. The Platform is provided to the United States of America, or any state or local government thereof, and its respective instrumentalities, agencies, or offices, regardless of form (collectively, the “Government”) with restricted rights and/or limited rights, as applicable. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (g) of the Rights in Data – General clause at 48 C.F.R. § 52.227- 14, or subparagraphs (b)(1) and (2) of the Commercial Computer Platform License at 48 C.F.R. § 52.227- 19, as applicable. Company products and materials, including the Platform, may be commercial in nature, developed at private expense, and not first produced in the performance of any Government contract. Accordingly, if such products and materials were developed at private expense, the data, code, content, and documentation available through the Platform are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Platform” and “Commercial Computer Platform Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 252.227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Platform and Commercial Computer Platform Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. For any use of the Platform that would require compliance by Company with a particular Government requirement not identified herein or that would affect Company’s rights, the applicable Government entity, agency, or office must notify Company of said Government requirement and obtain a waiver or exemption from such requirements for the benefit of Company before any Government access to the Platform.
Disclaimers and Excluded Liability
COMPANY DOES NOT REPRESENT OR WARRANT TO YOU THAT THE PLATFORM WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE WHATSOEVER REGARDING THE QUALITY, ACCURACY, EFFECTIVENESS, LEGALITY, RELIABILITY, OR TIMELINESS OF ANY SERVICES, CONTENT, OR INFORMATION MADE AVAILABLE IN CONNECTION THEREWITH OR ANY RESULTS OBTAINED THEREFROM. YOU AGREE THAT YOUR USE OF AND ACCESS TO THE PLATFORM ARE ENTIRELY AT YOUR OWN RISK, AND THAT YOU ARE SOLELY LIABLE AND RESPONSIBLE FOR THE RESULTS OF SUCH USE AND ACCESS, SUCH THAT COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR UNDER ANY LEGAL THEORY OR CAUSE OF ACTION NOW KNOWN OR HEREAFTER ESTABLISHED.
IN NO EVENT SHALL COMPANY BE LIABLE TO YOU HEREUNDER, REGARDLESS OF THE FORM OF CLAIM OR CAUSE OF ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS, OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF ANY REMEDY PROVIDED HEREIN.
CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS EULA, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Term and Termination
The term of this EULA commences (or re-commences) when You first access or use (or resume access or use of) the Platform, and continues until the later of: (i) the date You cease all access or use of the Platform; or (ii) the termination or expiration of the Enterprise Agreement.
The provisions of this EULA concerning Company’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, indemnification rights, injunctive relief, and governing law will survive the termination of this EULA for any reason. The termination or expiration of this EULA shall not in any way affect the term of any applicable Enterprise Agreement. However, the termination or expiration of the applicable Enterprise Agreement shall immediately effect the termination of this EULA.
Governing Law
This EULA is governed by the same governing law as that of the Enterprise Agreement, without reference to its principles of conflict of laws. Any claim, suit, or other proceeding brought between the You and Company under this EULA shall be adjudicated exclusively in the venues specified in the Enterprise Agreement for claims arising thereunder. If there is no Enterprise Agreement, or the Enterprise Agreement does not otherwise prescribe a governing law or venue, then this EULA shall be governed by the laws of Maryland (without reference to its principles of conflict of laws) and all claims, suits, or other proceedings brought hereunder shall be adjudicated exclusively in the state and federal courts sitting in Maryland.
Independent Contractors
The relationship between You and Company under this EULA is that of independent contractors, and nothing herein or in Your use of the Platform shall be construed as creating any joint venture, partnership, employment, or agency relationship.
Export Controls
You represent and warrant that You are not: (a) located in a country that is subject to a U.S. Government embargo or sanction; or (b) listed on any U.S. Government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable sanctions and export control laws, and (ii) You are solely responsible for ensuring that the Platform is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.
Severability and Waiver
If any part of this EULA is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed reformed or severed from this EULA to the minimum extent required by such order or law, and the remainder of this EULA shall continue in full force and effect to the maximum extent permitted under applicable law.
Company’s failure to insist on strict performance of any of this EULA will not operate as a waiver of any subsequent default or failure of performance by You. No waiver by Company of any right under this EULA will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Date: 10 December 2024
DCN: TRX-000831-AN-OPS-EULA-2.0
NOTE THAT PURSUANT TO THE CONFIDENTIALITY PROVISIONS BELOW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ALL INFORMATION GENERATED BY OR DERIVED FROM THE INTEGRATION TESTING OR GENERAL PERFORMANCE TESTING OF THE PLATFORM IS HIGHLY SENSITIVE IN NATURE AND SHALL BE KEPT STRICTLY CONFIDENTIAL, AND MAY NOT BE DISCLOSED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING COMPANY’S EXPRESS PRIOR WRITTEN AUTHORIZATION.
License Grant and Restrictions
This EULA provides to You a personal, revocable, limited, non-exclusive, non-sublicensable, and non- transferable license to use and access the Platform solely for Your internal use as specifically described herein, conditioned on Your continued compliance with this EULA.
When using the Platform in accordance with the foregoing license, You shall not directly or indirectly: (a) use the Platform to create any service, software or documentation that performs substantially the same functionality as the Platform; (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Platform or any of its components (except as otherwise expressly and specifically permitted by applicable law); (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Platform in any service bureau arrangement or otherwise for the benefit of any third party; (d) adapt, combine, create derivative works of or otherwise modify the Platform; (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Platform; (f) use or access the Platform for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful or injurious purpose; or (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Platform or accompanying documentation.
Enterprise Agreement
Your employer or organization may have entered into a separate services agreement, order form, and/or other contract with Company governing its (and Your) use of and access to the Platform (a “Enterprise Agreement”). In such event, You agree to comply with all applicable terms and conditions of the applicable Enterprise Agreement, in addition to this EULA, and Your violation of any such terms or conditions shall constitute Your material breach of this EULA.
Third-Party Materials and Services
You acknowledge that the Platform may include or incorporate certain code, content, tools, components, and other materials owned by and/or licensed from third parties (collectively, “Third-Party Materials”).
The restrictions contained herein with respect to Your use of the Platform generally apply in full force and effect to all Third-Party Materials included or integrated in the Platform. Without limiting any other disclaimer or provision herein, You acknowledge that Company makes no representation or warranty of any kind with respect to the quality, accuracy, or integrity of Third-Party Materials.
For Third-Party Materials which constitute copyrighted code and components, copyright to such code and components belongs to their respective third-party author(s), each additional contributor, and/or their respective assignee(s).
Confidentiality
You acknowledge and agree that the Platform may incorporate certain confidential, sensitive, non-public, and/or proprietary information, documentation, or other materials belonging to Company and/or its third- party providers, including without limitation confidential documentation and instructions regarding the Platform and its operation (“Confidential Information”). You may not share, transmit, or otherwise disclose such Confidential Information to any third party for any purpose whatsoever, or provide any unauthorized third party with access to the Platform which would allow such third party to view or receive Confidential Information. You agree to preserve the confidentiality of all such Confidential Information using the same standard of care as You use to protect Your (and Your employer’s or organization’s) information of a like nature, but in any event no less than a reasonable standard of care. The foregoing obligations of confidentiality shall apply to the fullest extent permitted by applicable law and the terms of the Enterprise Agreement. In addition to and without limiting the generality of the foregoing, You further acknowledge and agree that any information generated or derived from the integration testing or general performance testing of the Platform, including without limitation any such testing data that may be deemed “Controlled Unclassified Information” pursuant to applicable U.S. federal laws and regulations, is highly sensitive in nature and shall be kept strictly confidential as Confidential Information defined under this paragraph, and may not be disclosed to any third party for any purpose absent the express prior written authorization of Company in each instance (except as otherwise expressly required pursuant to government order or the operation of applicable law). You acknowledge that any unauthorized disclosure of this highly sensitive Confidential Information could result in the compromise of critical program data that could materially and adversely impact the effectiveness of military operations. You further acknowledge that your breach of the confidentiality obligations under this paragraph may cause Company irreparable harm in an amount not readily calculable as money damages, and accordingly agree that in the event of such actual or threatened breach, Company will be entitled to seek preliminary and/or final injunctive relief therefor, without the necessity of posting bond or other security, and without prejudice to any other available remedy.
Proprietary Rights
All materials and information included as part of the Platform, including without limitation all content, text, graphics, logos, and images made available on the Platform, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Platform, are the property of Company or its applicable third-party licensors, and are protected by copyright and other laws governing intellectual property and proprietary rights. Company reserves all rights in the Platform not expressly granted herein.
You agree that You do not acquire any ownership rights in any part of the Platform under this EULA or through Your use of the Platform. Company does not grant You any rights or licenses, express or implied, to any intellectual property hereunder except as specifically authorized by this EULA.
You acknowledge that any use of or access to the Platform in breach of the license restrictions set forth hereunder shall constitute Your infringement and violation of Company’s intellectual property and other proprietary rights in and to the Platform.
Feedback
“Feedback” means any feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, or ideas for improvement communicated to Company by You regarding the Platform or Company’s products and services. From time to time, You may voluntarily provide Feedback to Company, whether or not in response to specific requests or solicitation by Company. In such event, and unless such Feedback is subject to the terms of the Enterprise Agreement or any other agreement, You grant to Company a perpetual, irrevocable, fully transferable, freely sublicensable, royalty-free, worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback for any purpose in Company’s discretion without restriction. The foregoing license to Feedback shall survive the termination or expiration of this EULA for any reason.
Government Users
The terms of this paragraph apply if You are the personnel of an agency, office, instrumentality, or other subdivision of the United States government or any state or local government thereof. The Platform is provided to the United States of America, or any state or local government thereof, and its respective instrumentalities, agencies, or offices, regardless of form (collectively, the “Government”) with restricted rights and/or limited rights, as applicable. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (g) of the Rights in Data – General clause at 48 C.F.R. § 52.227- 14, or subparagraphs (b)(1) and (2) of the Commercial Computer Platform License at 48 C.F.R. § 52.227- 19, as applicable. Company products and materials, including the Platform, may be commercial in nature, developed at private expense, and not first produced in the performance of any Government contract. Accordingly, if such products and materials were developed at private expense, the data, code, content, and documentation available through the Platform are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Platform” and “Commercial Computer Platform Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 252.227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Platform and Commercial Computer Platform Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. For any use of the Platform that would require compliance by Company with a particular Government requirement not identified herein or that would affect Company’s rights, the applicable Government entity, agency, or office must notify Company of said Government requirement and obtain a waiver or exemption from such requirements for the benefit of Company before any Government access to the Platform.
Disclaimers and Excluded Liability
COMPANY DOES NOT REPRESENT OR WARRANT TO YOU THAT THE PLATFORM WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE WHATSOEVER REGARDING THE QUALITY, ACCURACY, EFFECTIVENESS, LEGALITY, RELIABILITY, OR TIMELINESS OF ANY SERVICES, CONTENT, OR INFORMATION MADE AVAILABLE IN CONNECTION THEREWITH OR ANY RESULTS OBTAINED THEREFROM. YOU AGREE THAT YOUR USE OF AND ACCESS TO THE PLATFORM ARE ENTIRELY AT YOUR OWN RISK, AND THAT YOU ARE SOLELY LIABLE AND RESPONSIBLE FOR THE RESULTS OF SUCH USE AND ACCESS, SUCH THAT COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR UNDER ANY LEGAL THEORY OR CAUSE OF ACTION NOW KNOWN OR HEREAFTER ESTABLISHED.
IN NO EVENT SHALL COMPANY BE LIABLE TO YOU HEREUNDER, REGARDLESS OF THE FORM OF CLAIM OR CAUSE OF ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS, OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF ANY REMEDY PROVIDED HEREIN.
CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THIS EULA, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Term and Termination
The term of this EULA commences (or re-commences) when You first access or use (or resume access or use of) the Platform, and continues until the later of: (i) the date You cease all access or use of the Platform; or (ii) the termination or expiration of the Enterprise Agreement.
The provisions of this EULA concerning Company’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, indemnification rights, injunctive relief, and governing law will survive the termination of this EULA for any reason. The termination or expiration of this EULA shall not in any way affect the term of any applicable Enterprise Agreement. However, the termination or expiration of the applicable Enterprise Agreement shall immediately effect the termination of this EULA.
Governing Law
This EULA is governed by the same governing law as that of the Enterprise Agreement, without reference to its principles of conflict of laws. Any claim, suit, or other proceeding brought between the You and Company under this EULA shall be adjudicated exclusively in the venues specified in the Enterprise Agreement for claims arising thereunder. If there is no Enterprise Agreement, or the Enterprise Agreement does not otherwise prescribe a governing law or venue, then this EULA shall be governed by the laws of Maryland (without reference to its principles of conflict of laws) and all claims, suits, or other proceedings brought hereunder shall be adjudicated exclusively in the state and federal courts sitting in Maryland.
Independent Contractors
The relationship between You and Company under this EULA is that of independent contractors, and nothing herein or in Your use of the Platform shall be construed as creating any joint venture, partnership, employment, or agency relationship.
Export Controls
You represent and warrant that You are not: (a) located in a country that is subject to a U.S. Government embargo or sanction; or (b) listed on any U.S. Government list of prohibited or restricted parties. You hereby agree that (i) You will comply with all applicable sanctions and export control laws, and (ii) You are solely responsible for ensuring that the Platform is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.
Severability and Waiver
If any part of this EULA is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed reformed or severed from this EULA to the minimum extent required by such order or law, and the remainder of this EULA shall continue in full force and effect to the maximum extent permitted under applicable law.
Company’s failure to insist on strict performance of any of this EULA will not operate as a waiver of any subsequent default or failure of performance by You. No waiver by Company of any right under this EULA will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Date: 10 December 2024
DCN: TRX-000831-AN-OPS-EULA-2.0
