Effective Date: July 2, 2025 

  

This End User License Agreement (this “Agreement” or “EULA”) is a binding legal agreement between TrackHubs, LLC, a limited liability company organized under the laws of the State of Illinois, USA, with its principal place of business at Chicago, Illinois, USA (the “Company”), and any individual or entity that accesses or uses the TrackHubs software or services (the “Customer”). By downloading, installing, or using the TrackHubs software and related services (collectively, the “Software”), the Customer confirms that it has read and agrees to be bound by the terms of this EULA. If the Customer does not agree to these terms, it must not install or use the Software. 

1. Definitions 

For purposes of this EULA, the following terms have the meanings set forth below: 

• “Authorized Partner” – Any distributor, reseller or other business partner authorized by the Company to distribute or resell the Software or related services. 

• “Consequential Damages” – Indirect, special, incidental, punitive, exemplary, consequential, or extra-contractual damages of any kind, including without limitation third-party claims, loss of profits or revenue, loss of goodwill, lost or corrupted data, business interruption, work stoppage, computer or system failure, costs of procuring substitute services, or any similar damages or losses. 

• “Derivative Work” – Any work that is based upon or derived from the Software or any portion of it, such as any modification, enhancement, adaptation, translation, or any other form in which the Software may be recast or transformed. 

• “High Risk System” – Any device or system that is inherently dangerous or requires fail-safe performance, such that a malfunction of the device or system could reasonably be expected to result in death, personal injury, or catastrophic property damage. High Risk Systems include, by way of example, systems used in medical life-support, emergency response, autonomous vehicles, aircraft or air traffic control, nuclear facilities, power plants, weapons systems, or any other applications where software failure could lead to serious harm or loss of life. 

• “Intellectual Property Rights” – All forms of intellectual property rights and protections worldwide, whether registered or unregistered, including all patent rights, copyright rights, trademark and service mark rights, trade secrets, database rights, moral rights, rights of publicity, and any applications, continuations or renewals for any of the foregoing. 

• “Personal Data” (or “Personal Information”) – Any information relating to an identified or identifiable individual, or any information defined as personal data or personal information under applicable data protection laws (such as the EU General Data Protection Regulation), to the extent the applicable law provides broader protection than the foregoing definition. 

• “Support” (or “Technical Support”) – Any services provided by the Company (or its Authorized Partners) for the support and maintenance of the Software, as may be described in this Agreement or in the Company’s support policies. 

• “Updates” – Any updates, patches, bug fixes, or minor modifications to the Software provided as part of Support that improve or correct functionality without significantly adding new features. Updates are generally provided to Customers with active subscriptions or support contracts at no additional charge. 

• “Upgrades” – Any and all improvements or major enhancements in the Software that add new or significant functionality and are generally made available to end users as part of Support. Upgrades are typically provided to Customers with active subscriptions or support contracts and are not marketed or priced as separate products. 

2. Grant of License 

2.1 License Grant 

Subject to the terms and conditions of this Agreement (including timely payment of all applicable fees), the Company grants the Customer a limited, non-exclusive, non-transferable, license to use the Software, in executable form only, for the Customer’s internal business purposes. The Software is licensed not sold, and all rights not expressly granted in this EULA are reserved by the Company and its licensors. The Customer may install and use the Software only on the number of devices or for the number of authorized users for which the Customer has paid and obtained a valid license or subscription. 

  

The scope and duration of the license granted will depend on the type of license the Customer purchases (as indicated in the applicable order, invoice, or subscription plan). Specifically, the Software may be licensed on one of the following bases, as specified in the Customer’s order or subscription plan: 

• (i) Perpetual License: A license granting use of the Software indefinitely, provided that all fees are paid in full. Support and Updates for perpetual licenses may be subject to separate maintenance agreements or subscription fees. 

• (ii) Subscription License: A license granting use of the Software for a fixed subscription term (e.g., monthly or annually), subject to renewal upon payment of the applicable renewal fees. The Software may cease to function or the Customer’s access may be suspended if the subscription is not renewed timely. 

2.2 Delivery and Installation 

The Software will be provided by electronic delivery (e.g., download or cloud-based access). The Customer is responsible for installation and configuration of the Software (if applicable) and for providing all equipment, environment, and Internet access necessary to use the Software. The Company may provide instructions or documentation to assist with installation and use. 

2.3 Excluded Components (Open Source Software) 

The Customer acknowledges that the Software may include or be provided with certain third-party components that are licensed under separate open source or third-party terms (“Excluded Software”). The license granted under this EULA does not apply to Excluded Software. To the extent required by the licenses covering such Excluded Software, the terms of those licenses will govern the Customer’s use of those components in lieu of the terms of this EULA. Such open source licenses may permit the Customer broader rights to use the Excluded Software, but only with respect to those specific components. The Company will provide or make available a list of included Open Source Components and their licenses upon request or as required by applicable law. Nothing in this EULA limits the Customer’s rights under, or grants rights that supersede, the terms of any applicable open source software license for Excluded Software. If required by the open source licenses, the Company hereby offers to provide the source code for the open source components included in the Software to the extent required by those licenses (for example, by written request). 

3. Use Restrictions 

The Customer agrees to use the Software only as expressly permitted in this Agreement. Without limiting the generality of the foregoing, the Customer shall NOT: 

• Copy or Modify: Copy the Software or related documentation, except to make a reasonable number of backup or archival copies, or as necessary for installation into Customer’s hardware. The Customer shall not modify, adapt, translate, or create any derivative works based on the Software or documentation, except to the extent expressly permitted by the Company in writing. 

• Transfer or Sub-License: Rent, lease, lend, sell, sub-license, distribute, assign, or otherwise transfer the Software (or any portion of it) to any third party without the Company’s prior written consent. The Customer may not make the Software available (in whole or in part, including any source code or object code) to any person or entity other than its authorized employees or contractors, and then only for the purpose of using the Software as permitted under this EULA. 

• Combine with Other Software: Merge or integrate the Software or any part of it into any other programs or create compilations or collective works that include the Software, except as necessary to use the Software for its intended purpose. The Customer shall not permit the Software (or any portion thereof) to become incorporated into any other software without the Company’s prior written permission. 

• Reverse Engineer: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Software, except to the limited extent that applicable law permits such activities notwithstanding a contractual prohibition. If the Customer is expressly permitted by law to engage in reverse engineering to achieve interoperability with other software, before doing so the Customer agrees to first request the necessary information from the Company and only engage in such reverse engineering activities if the Company has not made that information available (or provided alternative means of interoperability) under reasonable terms. Any information obtained through any permitted reverse engineering shall be treated as confidential information of the Company and may only be used for the lawful purpose of achieving interoperability and not for creating any software that is substantially similar to the Software. 

• Proprietary Notices: Remove, alter, or obscure any copyright, trademark, patent, or other proprietary notices or labels on the Software, documentation, or any outputs of the Software. This includes any markings in the user interface or within the code of the Software indicating ownership or licensing information. 

• Security and Access: Circumvent or disable any technical features or measures in the Software that are intended to enforce license limitations or protect the Company’s Intellectual Property Rights. The Customer must keep the Software and all access credentials secure and shall maintain accurate and up-to-date records of the number of copies of the Software and the locations and devices on which it is installed or used. The Customer is responsible for preventing any unauthorized access to or use of the Software. 

• Export Control: Use or export the Software in violation of any applicable export laws and regulations. Without limiting the foregoing, the Customer shall comply with all U.S. and international export control and economic sanctions laws that govern the Software, and shall not export, re-export, or provide the Software to any country, entity, or person prohibited by such laws. 

In addition to the above license restrictions, the Customer agrees that it will not use the Software or any related service in an improper or unlawful manner. By way of example, the Customer must NOT: 

• Unlawful or Malicious Use: Use the Software or services for any unlawful purpose, or in any manner that violates any applicable law or regulation. The Customer shall not use the Software to engage in fraudulent or malicious activities, including (but not limited to) hacking, introducing viruses, worms, or other malicious code into the Software, the Company’s systems, or any third-party systems. 

• Intellectual Property Infringement: Use the Software to violate or infringe the Intellectual Property Rights or other rights of the Company or any third party. This means the Customer must not use the Software to upload, post, reproduce, or distribute any information, data, or material in a manner that infringes copyrights, trademarks, patents, trade secrets, privacy rights, or any other rights of any person or entity. 

• Objectionable Material: Transmit, store, or publish via the Software any content that is defamatory, harassing, obscene, offensive, or otherwise objectionable. The Customer will not use the Software to engage in any activity that is harmful, threatening, abusive, or invasive of another’s privacy, nor use the Software to store or transmit any content that is unlawful (such as content that is fraudulent or constitutes hate speech or illegal pornography). 

• Service Interference: Use the Software in a manner that could damage, disable, overburden, or impair the Software or any of the Company’s websites, servers, or services, or interfere with any other party’s use of the Software. This includes any attempt to disrupt the normal operation of the Software, such as by launching denial-of-service attacks, exploiting vulnerabilities, or attempting to gain unauthorized access to systems or data (e.g., by attempting to decipher or intercept transmissions to/from the servers running the Software). 

• Unauthorized Access: Share, sell, or otherwise disclose any usernames, passwords, or other access credentials to the Software to any unauthorized person. The Customer must not allow anyone other than its authorized users (within the scope of its license or subscription) to access or use the Software. The Customer is responsible for any breach of this EULA by persons who access the Software through the Customer’s account or systems. 

All uses of the Software not expressly permitted in this EULA are prohibited. The Customer acknowledges that any violation of the above use restrictions may result in the immediate suspension or termination of the license and/or access to the Software (in addition to any other remedies available to the Company at law or in equity). 

4. Payment Terms 

4.1 Fees and Payment 

The Customer agrees to pay the fees for the Software license or subscription as set forth in the Company’s pricing schedule, order form, or invoice provided at the time of purchase (the “License Fee”). The License Fee may be a one-time payment for a perpetual license or recurring subscription fees (e.g., monthly or annual fees) for a subscription license. All payments shall be made in the currency and via the payment method specified by the Company (for example, via credit card, electronic transfer, or any other method the Company accepts). 

  

Unless otherwise expressly agreed in writing, the Customer must pay all amounts due upfront or as per the billing cycle indicated. For subscription licenses, the Customer authorizes the Company (or its payment processor) to charge the Customer’s provided payment method automatically on each renewal date, until the subscription is canceled or terminated. The Customer is responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes to such information. 

4.2 Taxes 

All fees are exclusive of any applicable sales, use, value-added, withholding, or other taxes. The Customer is responsible for all taxes and duties (excluding taxes based on the Company’s net income) associated with the license or use of the Software. If the Company is required to collect any taxes, such taxes will be added to the Customer’s billing amount. 

4.3 Late Payments 

If the Customer fails to pay any License Fee or other amount due under this Agreement within the specified payment terms, the Company reserves the right to suspend or terminate the Customer’s access to the Software, in addition to any other remedies it may have. Late payments may accrue interest at the rate of 1.5% per month (or the highest rate allowed by law, if lower) from the due date until paid. The Customer will be responsible for any reasonable attorneys’ fees and other costs of collection incurred by the Company in collecting overdue amounts. 

4.4 No Set-off; Non-Refundable 

All payments by the Customer to the Company under this Agreement shall be made in full without any set-off, deduction, or withholding. Except as expressly provided in this EULA or as required by applicable law, all fees paid are non-refundable. This includes if the Customer cancels or terminates this Agreement before the end of a billing period – in such cases, the Customer will not be entitled to a refund for any pre-paid fees covering the remainder of the period, unless required by law or expressly stated otherwise. 

5. Termination 

5.1 Term of Agreement 

This Agreement is effective from the Effective Date and shall continue in effect until terminated as provided herein. For Customers using the Software under a subscription, this Agreement will remain in effect for the duration of the subscription term and any renewal terms, unless earlier terminated. For Customers with perpetual licenses, this Agreement will continue until terminated in accordance with this Section. 

5.2 Termination by Customer 

The Customer may terminate this Agreement at any time by ceasing all use of the Software and providing written notice of termination to the Company. If the Customer has a subscription, the Customer may cancel the subscription through their account or by contacting the Company’s support, in which case this Agreement will terminate at the end of the then-current subscription period (unless the Company terminates earlier for breach). 

5.3 Termination by Company 

The Company may terminate this Agreement (and the license granted hereunder) or suspend the Customer’s access to the Software immediately upon notice to the Customer if: (a) the Customer fails to pay any amount due within fifteen (15) days after receiving written notice from the Company of such delinquency; (b) the Customer is in material breach of any other provision of this EULA and (if curable) fails to cure the breach within fifteen (15) days after receiving notice of the breach from the Company; or (c) the Customer becomes insolvent, makes an assignment for the benefit of creditors, or is subject to any bankruptcy or insolvency proceeding. Additionally, for subscription licenses, the Company reserves the right to terminate the subscription on written notice prior to the next renewal term if it elects to discontinue the Software or if it will no longer offer the Software to customers in the Customer’s jurisdiction, provided that if the Customer has pre-paid fees for a period beyond the termination date, the Company will refund the unused portion. 

  

The Company may also terminate this Agreement for convenience in the event of any general discontinuation of the Software or a successor offering, by providing at least sixty (60) days’ prior written notice to the Customer. In such case, if the Customer has a perpetual license, the license shall continue (subject to the terms of this EULA) but Support may be discontinued; if the Customer has a subscription, the Company will refund any pre-paid fees for periods after the termination effective date. 

5.4 Effect of Termination 

Upon termination or expiration of this Agreement for any reason: 

• End of Rights: All rights granted to the Customer under this EULA will immediately cease, and the Customer must stop all use of the Software. The Customer shall immediately uninstall and permanently delete (or return to the Company, at the Company’s request) all copies of the Software in its possession or control, and certify in writing to the Company that it has complied with the foregoing. 

• Destruction of Data: If the Software is cloud-based or if the Company stores any Customer data as part of providing the Software, the Company may disable the Customer’s account and, after any retention period required by law or the Company’s internal policies, delete the Customer’s data. Important: It is the Customer’s responsibility to export or secure any data it has stored in the Software prior to termination. The Company is not obligated to provide the Customer with any data after termination, except as required by law. The Company may retain archival copies of certain data for legal, compliance, or backup purposes, as set forth in the Privacy Policy, but shall not be responsible to retain Customer’s operational data after termination. 

• Outstanding Fees: The Customer shall immediately pay any outstanding fees or amounts owed to the Company as of the termination date. If this Agreement is terminated by the Company due to the Customer’s breach, the Customer will not be entitled to any refunds of fees paid. If terminated by the Customer for the Company’s breach (and the Company fails to cure within the applicable notice period) or by the Company for convenience, then the Company will refund any pre-paid fees on a pro-rata basis for the remaining unused portion of the term (if any). 

• Survival: Any provisions of this Agreement which by their nature should survive termination (including, but not limited to, disclaimers of warranty, limitations of liability, confidentiality obligations, governing law, and any accrued payment obligations) shall survive and remain in effect according to their terms. 

5.5 Suspension of Service 

As an alternative to termination, in the event of the Customer’s breach of this Agreement (including non-payment), the Company may suspend the Customer’s access to the Software (in whole or in part) without terminating the Agreement, until such breach is cured. The Customer acknowledges that a suspension per this Section will not constitute a breach by the Company of its obligations under this Agreement. 

6. Customer Responsibilities 

The Customer acknowledges and agrees that it has the following responsibilities under this EULA: 

• Compliance with Laws: The Customer shall use the Software in compliance with all applicable laws, regulations, and industry standards, including (if applicable) data protection, privacy, and export control laws. The Customer is solely responsible for ensuring that its use of the Software (and the use by any of its authorized end users) complies with all laws in any jurisdiction where the Software is used or data is processed. 

• Authorized Users: If the Customer is an entity (such as a company or organization), it is responsible for ensuring that all employees, contractors, or other persons who it permits to use the Software (each an authorized “user”) are aware of and comply with the terms of this EULA. The Customer will be liable for any use or misuse of the Software by its authorized users or any other person who gains access to the Software via the Customer’s account or systems (whether such access is permitted by the Customer or due to the Customer’s failure to safeguard credentials or systems). 

• Account Security: The Customer must keep any account credentials (such as usernames and passwords) and access tokens for the Software confidential and secure. The Customer will not share accounts between multiple users (each user must have a separate login, if applicable, as per the license terms). The Customer agrees to promptly notify the Company at [email protected] of any unauthorized access or use of its account or the Software that it becomes aware of, or any other known or suspected security breach. The Customer is responsible for all activities that occur under its accounts, whether carried out by the Customer or a third party (except for activities resulting from the Company’s own breach of this Agreement). 

• Suitable Environment: The Customer is responsible for obtaining and maintaining its own hardware, software, network connectivity, and any third-party services necessary to access and use the Software. The Company makes no warranty that the Software will be operable or compatible with any specific environment, and the Customer must use the Software in accordance with the documentation and any minimum requirements specified by the Company. 

• Data and Backup: The Customer is solely responsible for the content, quality, and legality of the data it inputs into or processes using the Software (referred to as “Customer Data”). The Customer represents and warrants that it has all necessary rights and permissions to use and submit such data within the Software and to grant the Company the rights to process and handle such data as described in this EULA. The Customer will not input or upload any data to the Software unless it has obtained all necessary consents and authorizations (for example, from its end customers or employees) as required under applicable law to allow the Company to process that data as contemplated by this Agreement. Important: While the Company may implement certain backup or redundancy measures for the Software, the Customer is ultimately responsible for maintaining its own backups of its data and acknowledges that critical or sole copies of data should not be stored in the Software without appropriate backup measures in place. 

• Cooperation: The Customer agrees to cooperate with the Company in good faith with respect to any Support, troubleshooting, or legal compliance matters. This includes providing reasonable information about the Customer’s system and usage of the Software to help diagnose issues, and cooperation in the event of an investigation into unauthorized use or security incidents. 

7. Intellectual Property Rights 

The Customer acknowledges that the Software (including all copies thereof, in whole or in part) and all related documentation, formulas, algorithms, user interfaces, proprietary information, and any modifications or enhancements thereto are the exclusive property of the Company and/or its licensors. All Intellectual Property Rights in and to the Software and any associated materials (including any trademarks, logos, and service marks of the Company) are and shall remain vested in the Company or its third-party licensors. 

  

Nothing in this Agreement shall be construed to transfer any ownership rights or interests in the Software to the Customer or any third party. The Customer is granted only the limited license rights expressly stated in Section 2 of this EULA. The Customer shall not acquire any title, ownership, or proprietary rights in the Software, any copies or parts thereof, or in any Intellectual Property Rights relating to the Software, whether by implication, estoppel, or otherwise. The Software (and any authorized copies that the Customer makes) shall remain the property of the Company and its licensors. 

  

The Customer further acknowledges that the structure, organization, and source code of the Software are valuable trade secrets and confidential information of the Company and its licensors. The Customer has no right to access or use the source code of the Software, except as may be expressly permitted by this Agreement or by applicable law (and then only within the limits of such law). If the Company discloses any source code to the Customer pursuant to a source code escrow or other agreement, the use of that source code will be governed by such agreement and this EULA. 

Feedback. 

If the Customer or any of its users or representatives provides any suggestions, feedback, ideas, or comments regarding the Software or the Company’s services (collectively, “Feedback”), the Customer agrees that any such Feedback is given voluntarily and the Company shall be free to use, disclose, reproduce, license, or otherwise exploit the Feedback as it sees fit, without any obligation or compensation to the Customer. The Customer hereby grants the Company a perpetual, irrevocable, worldwide, sublicensable license to use and incorporate into its products and services any Feedback provided by or on behalf of the Customer. The Customer acknowledges that any information or materials it submits to the Company as Feedback will be considered non-confidential and non-proprietary (provided that the Company will not publicly disclose any Customer personal information included in such feedback except in accordance with its Privacy Policy). The Company may have products or services under development that are similar to or competitive with ideas or suggestions contained in the Feedback; acceptance of Feedback does not impair the Company’s right to develop, use, or market products, services, or ideas independent of or similar to the Feedback. 

  

(For clarity, this Feedback section does not apply to Customer Data or Personal Data that the Customer uploads to the Software as part of normal use—such Customer Data remains subject to the confidentiality and data protection provisions of this Agreement. This section is intended to cover optional suggestions or technical feedback the Customer may provide about improving the Software or the Company’s services.) 

8. Support and Maintenance 

During the term of the license or subscription, and provided that the Customer has paid any applicable Support or subscription fees, the Company will provide technical support and maintenance services for the Software as follows: 

• Technical Support: The Company will make technical support available to the Customer via email. For assistance with the Software, the Customer should contact the Company’s support team at [email protected]. The Company will use commercially reasonable efforts to respond to support inquiries promptly (generally within standard business hours). The primary mode of support is through email or the Company’s online helpdesk. If an issue cannot be resolved through email correspondence and is deemed urgent, the Company may, at its discretion, provide further support via telephone or web conference, especially if the Customer has purchased a premium support plan or if such escalation is necessary to resolve the issue. 

• Updates and Upgrades: The Company will provide any available Updates or bug fixes for the Software to the Customer when and if they are released, as part of the Support at no additional charge (provided the Customer’s subscription or support term is active). If the Customer is on a subscription license, all Updates and Upgrades released during the subscription term will be made available to the Customer. For perpetual license holders, access to Updates and Upgrades may require an active maintenance/support contract (if one is offered by the Company). The Customer should promptly install all Updates provided to ensure the continued security and stability of the Software. All Updates and Upgrades provided to the Customer are deemed part of the Software and are subject to the terms of this EULA. 

• Maintenance and Downtime: The Company reserves the right to take the Software or related services offline for scheduled maintenance or emergency repairs. The Company will endeavor to schedule maintenance during off-peak hours and to provide advance notice to the Customer for any scheduled downtime that may impact the Customer’s use of the Software. The Company is not liable for any downtime or unavailability of the Software due to maintenance or factors outside the Company’s reasonable control (such as internet outages or force majeure events), but will make reasonable efforts to minimize disruptions. 

• Training and Onboarding: If necessary, the Company may provide initial training or onboarding support to help the Customer’s users understand how to use the Software effectively. This may include user guides, documentation, knowledge base articles, or walkthrough sessions conducted by the Company’s support personnel (e.g., via telephone or video conference). Training beyond basic onboarding (if needed) may be subject to separate fees or agreements, unless otherwise specified in the Customer’s subscription plan. 

• Support Limitations: The Company’s support obligation does not cover issues or errors caused by: (a) the Customer’s misuse of the Software or use of the Software in a manner not in accordance with the documentation or this Agreement; (b) modifications or alterations to the Software made by anyone other than the Company; (c) third-party hardware, software, or services not provided by the Company but used in conjunction with the Software; or (d) any use of the Software in an environment or for a purpose for which it was not designed. If the Company determines that a reported incident falls under one of these excluded categories, the Company may charge the Customer at its standard consulting rates for any support services provided to address such incident (and will inform the Customer of the same before incurring any such charges). 

The Company’s support and maintenance policies may be further detailed in a separate Service Level Agreement (SLA) or support policy documentation. In the event of any conflict between such an SLA/support policy and this EULA, the terms of the SLA or support policy will govern with respect to the scope of support. 

9. Limited Warranty and Disclaimer 

9.1 Limited Software Warranty 

The Company warrants to the Customer that for a period of 30 days from the date the Customer first purchases or activates the Software license (the “Warranty Period”), the Software, when properly installed and used as directed in the documentation, will perform in substantial accordance with the Company’s published specifications and documentation. If, during the Warranty Period, the Software does not meet this limited warranty, the Customer must notify the Company in writing before the Warranty Period expires, describing the issue in detail. The Company’s entire liability and the Customer’s exclusive remedy for any breach of this warranty will be, at the Company’s option, to either: (a) provide a fix, patch, or Update to correct the non-conformity; (b) replace the Software with a functionally equivalent product; or (c) if the Company determines that the foregoing remedies are not commercially reasonable, terminate the license for the non-conforming Software and refund to the Customer the License Fee paid to the Company for such Software (in the case of subscription licenses, the refund may be prorated for the remaining prepaid period). Any replacement Software will be warranted for the remainder of the original Warranty Period. 

  

This limited warranty is conditioned upon the Customer’s compliance with the terms of this Agreement and the following: (i) the Customer must promptly provide notice of any warranty claim within the Warranty Period; (ii) the Customer must have installed and used the Software in accordance with the documentation and system requirements; and (iii) the Customer must have used the Software in an appropriate operating environment and not in a manner prohibited by this Agreement. 

9.2 Warranty Exclusions 

The Limited Warranty in Section 9.1 will NOT apply if: (a) the Software is not used in accordance with the applicable documentation or the terms of this Agreement; (b) the Software has been modified or altered by anyone other than the Company (or at the Company’s express direction); (c) the Software is used on or in conjunction with hardware or software not specified by the Company as compatible with the Software, and such use causes the Software to fail to perform as warranted; or (d) the Software’s failure is caused by a third-party add-on, plugin, or other software not provided by the Company. The limited warranty also does not cover any issues arising from accidents, abuse, or use of the Software in a manner inconsistent with normal operation or the environmental specifications in the documentation. 

9.3 Disclaimer of Warranties 

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED ABOVE, THE SOFTWARE (INCLUDING ANY SUPPORT SERVICES AND UPDATES) IS PROVIDED “AS IS” AND WITH ALL FAULTS. To the maximum extent permitted by applicable law, the Company, on behalf of itself and its affiliates and licensors, disclaims all other warranties and conditions, either express, implied, or statutory, including but not limited to any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing, course of performance, or trade practice. The Company does not warrant that the Software will meet the Customer’s requirements or expectations, that the operation of the Software will be uninterrupted or error-free, or that all defects in the Software will be corrected. The Company makes no guarantee as to the results that may be obtained from the use of the Software or the accuracy or reliability of any information obtained through the Software. The Customer assumes all responsibility for selecting the Software to achieve its intended results, and for the use and results obtained from the Software. 

  

Some jurisdictions do not allow the exclusion of or limitations on certain warranties, so the above disclaimer may not fully apply to the Customer. In such cases, any implied warranties will be limited in duration to the shortest period permitted by law and to the scope of the express warranties set forth above. 

9.4 High-Risk Use Disclaimer 

High Risk Systems: The Customer acknowledges that the Software is not designed or intended for use in any High Risk System (as defined above) or environment where the failure of the Software could lead to death, personal injury, or severe physical or property damage. The Software may fail and is not guaranteed to be error-tolerant or fail-safe. The Company expressly disclaims any warranty or liability for any use of the Software in a High Risk System. The Customer will not use the Software in connection with any High Risk System without the Company’s prior written consent. The Customer agrees to indemnify and hold harmless the Company from any and all losses, liabilities, damages, claims, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Customer’s unauthorized use of the Software in any High Risk System, including any claim that the Software’s failure contributed to or caused any harm in a High Risk System. 

9.5 Third-Party Components and Services 

The Customer acknowledges that the Software may operate in conjunction with or rely on certain third-party software, services, or data (for example, third-party libraries, plug-ins, or API services that provide ancillary functionality such as data analytics, mapping, or payment processing). The Company makes no warranty with respect to any third-party software or service that is not provided by the Company. The Company does not warrant or guarantee the accuracy, quality, or reliability of any information or services provided by third parties via the Software. Any such third-party products or services are provided “as is” and the Customer’s use of them is at its own risk and may be subject to the third party’s terms. 

10. Limitation of Liability 

10.1 Cap on Liability: To the fullest extent permitted by law, each party’s total cumulative liability to the other party for any and all claims, losses, or damages arising out of or relating to this Agreement or the use or inability to use the Software, shall not exceed the total amount of fees paid or payable by the Customer to the Company under this Agreement in the six (6) months immediately preceding the event giving rise to the claim. If the Customer has not paid any fees to the Company (for example, if using a free trial or free version), the Company’s total liability shall not exceed $100 USD. 

  

10.2 Exclusion of Damages: In no event shall either party be liable to the other for any Consequential Damages (as defined above). This exclusion of consequential and other damages applies regardless of the theory of liability (contract, tort, negligence, strict liability, misrepresentation, or any other theory) and even if a party has been advised of the possibility of such damages or if any remedy fails of its essential purpose. Specifically, and without limiting the foregoing, the Company will not be liable for any loss of profits, loss of business opportunities, loss of data, costs of procurement of substitute goods or services, or any indirect, special, incidental, or punitive damages. The Customer similarly will not be liable to the Company for such types of damages, in each case subject to the exclusions and limitations of this Agreement. 

  

10.3 Exceptions: Nothing in this Agreement is intended to exclude or limit either party’s liability for: (a) death or personal injury caused by that party’s negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; (c) any willful unauthorized use or distribution of the other party’s intellectual property (for example, the Customer’s liability for willful infringement of the Company’s intellectual property rights, or the Company’s liability for use of Customer’s data in breach of law); or (d) any other liability which cannot be excluded or limited by applicable law. In such cases, each party’s liability shall be limited to the maximum extent permitted by such applicable law. 

  

10.4 The allocations of liability in this Section 10 are an essential basis of the bargain between the parties, and each party has relied upon the limitations set forth herein in determining whether to enter into this Agreement. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed in their essential purpose. 

11. Indemnification 

11.1 Customer Indemnity 

The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, and each of their respective officers, directors, employees, agents, and contractors (each a “Company Indemnified Party”) from and against any and all third-party claims, actions, suits, or proceedings, as well as any losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or in connection with any of the following: 

• Unauthorized Data or Technology Use: The Customer’s failure to obtain any necessary consent, authorization, or license for the Company’s use of data, software, materials, systems, equipment, or technology that the Customer provides to the Company or uses in conjunction with the Software. (For example, if the Customer provides or uploads data into the Software that it is not authorized to use or share, or uses the Software with third-party software or systems in an unauthorized way, and a third party brings a claim as a result, the Customer must indemnify the Company for that claim.) 

• Misuse of the Software: The Customer’s use of the Software in any manner not expressly permitted by this Agreement or the documentation. This includes any third-party claims arising from the Customer’s misuse, abuse, or combination of the Software with other products not approved by the Company, to the extent such misuse or combination results in the claim. 

• Designs or Requirements Provided to Company: The Company’s compliance with any technology, instructions, specifications, or requirements provided by the Customer or by a third party on the Customer’s behalf. If the Customer furnishes designs, content, or specifications that the Software or services are developed or configured to, and a third party claims that such compliance infringes their rights or causes harm, the Customer will indemnify the Company. 

• Customer’s Own Users or Affiliates: Any claims, damages or disputes initiated by the Customer’s own clients, end users, employees, or any other party affiliated with the Customer (collectively, “Customer Representatives”) against a Company Indemnified Party, to the extent such claim arises from the use of the Software by or for the Customer. (For example, if the Customer’s employee or customer sues the Company over something that happened in connection with the Customer’s use of the Software, the Customer will cover the Company for that claim.) 

• Violation of Law: The Customer’s violation of any applicable laws or regulations in its use of the Software or in its business operations relating to the Software. The Customer is responsible for ensuring that its use of the Software complies with all laws (including privacy and data protection laws), and will indemnify the Company for any claim alleging failure to do so. 

• Government or Regulatory Inquiry: Any reasonable costs, fines, or penalties incurred by a Company Indemnified Party in connection with responding to or complying with a subpoena, court order, enforcement action, or other official government investigation or request that arises out of the Customer’s use of the Software. For instance, if a law enforcement or regulatory agency subpoenas the Company due to the Customer’s data or use of the Software, and the Company incurs attorneys’ fees or costs in responding, the Customer must indemnify the Company for those fees/costs. 

The Customer’s indemnification obligations above will apply even if the underlying allegations claim that a Company Indemnified Party was partially negligent or otherwise at fault. However, the Customer will not be responsible for indemnifying any Company Indemnified Party to the extent the liability is caused by that party’s gross negligence or willful misconduct, or to the extent that liability arises from a matter for which the Company provides an indemnity to the Customer under Section 11.2 below. 

11.2 Company Indemnity (Intellectual Property) 

The Company agrees to indemnify and (at its option) defend the Customer against any third-party claim, suit, or proceeding brought against the Customer to the extent based on an allegation that the Software (as provided by the Company) directly infringes a valid United States patent or copyright, or misappropriates a third party’s trade secret (under the laws of the jurisdiction of the claim). This Company indemnification obligation is subject to the conditions and exclusions below, and is limited to claims where the Software alone, in the form delivered by the Company and used as authorized under this Agreement, is the subject of the alleged infringement or misappropriation. 

  

Exclusions: Notwithstanding the foregoing, the Company will have no obligation to indemnify or defend the Customer for any claims to the extent arising from: 

• Customer Designs or Requirements: Any technology, specifications, or instructions provided by the Customer (or by a third party on the Customer’s behalf) and used by the Company in the Software. (For example, if the Customer asked the Company to include a specific design or feature in the Software that infringes someone’s patent, the resulting claim would fall outside the Company’s indemnity.) 

• Unauthorized Modifications: Any modification or alteration of the Software by anyone other than the Company, or combination of the Software with any other software, product, or data not provided by the Company, if the infringement or misappropriation would not have occurred but for such modification or combination. (For example, if the Customer integrates the Software with a third-party system and that combination is what causes the infringement, the Company is not obligated to indemnify that.) 

• Use of Old Versions: The Customer’s use of a version of the Software that is not the most current version provided by the Company, or failure to use a correction, patch or update issued by the Company, if the infringement claim would have been avoided by using the current or updated version. 

• Industry Standards: The Software’s implementation of an open or industry-recognized standard (such as a protocol or file format) that is essential for compatibility or interoperability, to the extent the claim alleges that compliance with that standard infringes the third party’s rights. 

11.3 Infringement Remedies: If the Software (or any component thereof) becomes, or in the Company’s opinion is likely to become, the subject of an infringement or misappropriation claim covered by the Company’s indemnification obligation in Section 11.2, then the Company may, at its sole option and expense, take one or more of the following actions: (i) procure for the Customer the right to continue using the affected Software; (ii) replace or modify the Software (or infringing part thereof) to make it non-infringing (while substantially preserving its functionality); or (iii) if the Company determines that the remedies in (i) and (ii) are not reasonably available, terminate the Customer’s license to the affected Software and, for perpetual licenses, refund to the Customer the purchase price paid for that Software (depreciated on a straight-line basis over a three (3) year period from the date of initial delivery), or for subscription licenses, refund any prepaid fees for the remaining unused portion of the subscription term for that Software. 

  

The remedies set forth in this Section 11.3 are the Customer’s sole and exclusive remedies (and the Company’s entire liability) for any infringement or misappropriation of third-party Intellectual Property Rights by the Software. 

11.4 Indemnification Process 

The obligations of the indemnifying party (the “Indemnitor”) to provide defense or indemnification under this Agreement are conditioned upon the party seeking indemnification (the “Indemnitee”) doing the following: (a) promptly notifying the Indemnitor in writing of any claim or lawsuit for which it will seek an indemnity (provided that failure to give prompt notice will only relieve the Indemnitor of its obligations to the extent it is materially prejudiced by such failure, and no such failure will relieve the Indemnitor from any liability it may have to the Indemnitee other than under this Section 11); (b) giving the Indemnitor sole authority and control of the defense and settlement of the claim (so long as any settlement completely and unconditionally releases the Indemnitee of all liability and does not require any admission of fault or payment from the Indemnitee); and (c) providing, at the Indemnitor’s expense, such information and assistance as the Indemnitor may reasonably request for the defense of the claim. The Indemnitee may, at its own cost, participate in the defense with counsel of its choosing, but the Indemnitor will have the right to control the defense and make decisions regarding any settlement. 

11.5 Personal Indemnity; Exclusive Remedy 

The indemnification obligations set forth in this Section 11 are personal to the parties and do not extend to any unrelated third party. The foregoing Sections 11.1 through 11.4 state the entire obligation of each party and the exclusive remedy of the other party with respect to any third-party claims of intellectual property infringement or any other claims or losses covered by the indemnities. There are no other indemnification obligations of either party under this Agreement, except as expressly provided above. 

12. Confidentiality 

12.1 Definition of Confidential Information 

For purposes of this Agreement, “Confidential Information” means any non-public or proprietary information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. The Software (including its object code and any source code, algorithms, or trade secrets relating thereto), any performance results or benchmark data regarding the Software, the terms and pricing of this EULA or any Order, as well as any business, technical, or financial information provided by the Company, shall be deemed the Company’s Confidential Information. Customer Data, to the extent not publicly available or independently known to the Company, shall be deemed the Customer’s Confidential Information. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already lawfully known to or independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information, (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions, (c) is, or through no fault of the Receiving Party has become, generally available to the public, or (d) was authorized in writing by the Disclosing Party for release. 

12.2 Obligations of Confidentiality 

The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement, and shall not disclose such Confidential Information to any third party, except to those affiliates, employees, contractors, or advisors of the Receiving Party who have a strict need to know the information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure with the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care. 

  

Except as otherwise expressly permitted in this Agreement, the Receiving Party shall not copy or reproduce any of the Disclosing Party’s Confidential Information, except as necessary to fulfill the purpose of the disclosure. Any copies made shall remain the property of the Disclosing Party and shall also constitute Confidential Information. 

12.3 Compelled Disclosure 

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information of the Disclosing Party, the Receiving Party shall (to the extent legally permitted) give the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy. The Receiving Party will cooperate with the Disclosing Party’s efforts to obtain confidential treatment for such information. If disclosure is ultimately required, the Receiving Party will disclose only that portion of the Confidential Information which it is legally compelled to disclose and will use commercially reasonable efforts to ensure that the information is afforded confidential treatment. 

12.4 Return or Destruction 

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s option) all Confidential Information of the Disclosing Party in its possession or control, and certify in writing that it has done so, except that the Receiving Party may retain one archival copy of the Confidential Information for legal compliance purposes or as required by its automatic data backup procedures. Any retained Confidential Information shall remain subject to the confidentiality obligations of this Agreement. 

12.5 Confidentiality of this Agreement; Publicity 

Each party agrees not to disclose the terms of this Agreement (including pricing) to any third party without the prior written consent of the other party, except as required by securities or other applicable laws, or to that party’s attorneys, accountants, or other professional advisors under obligations of confidentiality. The Customer also agrees not to misrepresent the terms of this Agreement or the relationship of the parties. Publicity: Neither party will issue any press release or public announcement regarding this Agreement or the relationship of the parties without the other party’s prior consent, except that the Company may include the Customer’s name and logo in lists of its customers (including on its website and marketing materials), unless the Customer has notified the Company in writing that it does not consent to such use. 

12.6 Duration of Confidentiality Obligations 

The obligations in this Section 12 will continue for the term of this Agreement and for three (3) years thereafter, except that each party’s obligations to protect trade secrets of the other party shall continue for so long as such Confidential Information remains a trade secret under applicable law. 

13. Data Security and Privacy 

13.1 Data Security Measures 

The Company takes the security of Customer Data and Personal Data seriously. The Company will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data (including any Personal Data of the Customer or its end users) against unauthorized access, use, alteration, or disclosure. These safeguards will be consistent with generally accepted industry practices for the type of data and the nature of the Company’s services. For example, the Company will employ measures such as encryption of data in transit, access controls to data (ensuring only authorized personnel can access Customer Data), and regular security assessments of its systems. The Customer understands that, notwithstanding these measures, no software or service can be guaranteed to be 100% secure, and the Company cannot warrant that unauthorized third parties will never be able to defeat the Company’s security measures or misuse Customer Data. The Customer agrees that it will use the Software and any related services at its own risk, and that it will promptly notify the Company of any security vulnerabilities or incidents it detects in relation to the Software. 

13.2 Customer’s Security Obligations 

The Customer is responsible for maintaining the security and confidentiality of its accounts and passwords, as noted in Section 6 (Customer Responsibilities). The Customer shall use reasonable security measures in connection with its use of the Software, including by protecting login credentials, using secure networks, and, where applicable, using up-to-date antivirus and anti-malware software on any systems interfacing with the Software. The Customer must promptly notify the Company of any actual or suspected security breach or unauthorized access involving the Software or Customer Data. The Customer is solely responsible for any breaches of security or unauthorized access on its side of the interface with the Software (for example, if an end user’s account is compromised due to weak passwords or phishing, or if the Customer’s network is breached). 

13.3 Privacy and Data Processing 

Collection of Personal Data: In the course of providing the Software and Support, the Company may collect and process certain Personal Data and system information about the Customer and its end users. This information may include, for example, user contact information (such as names, email addresses, phone numbers), account registration data, usage analytics (such as IP addresses, device and browser types, and activity logs), and potentially financial information (such as payment details) if provided for billing purposes. The Software may also collect metadata or telemetry data about its operation in the Customer’s environment (such as performance metrics or error logs) to enable the Company to maintain and improve the Software and to provide Support. All such collection and use of data by the Company will be conducted in accordance with applicable data protection laws and the Company’s Privacy Policy (available on the Company’s website), which is hereby incorporated by reference into this Agreement. 

  

Purpose of Data Use: Any Personal Data or Customer Data collected by the Company will be used solely for legitimate business purposes, including: (a) providing and operating the Software’s functionality for the Customer (and end users); (b) delivering Support and addressing technical issues; (c) improving and optimizing the Software’s performance and features; (d) invoicing and account management; and (e) sending service-related communications (such as security or Update notifications). The Company will not access the contents of the Customer’s private data stored within the Software, except as necessary to provide Support or resolve technical problems, or as required by law. 

  

Privacy Policy: The Customer and its end users should refer to the Company’s Privacy Policy for more detailed information on how Personal Data is handled. By entering into this EULA and using the Software, the Customer is also agreeing to the terms of the Privacy Policy. In the event of any conflict between this EULA and the Privacy Policy with respect to Personal Data, the Privacy Policy will govern the Company’s obligations, and this EULA will govern the Customer’s obligations (such as compliance with law and obtaining consents). 

  

Customer’s Privacy Obligations: The Customer represents and warrants that it will comply with all applicable privacy and data protection laws in connection with its use of the Software. If the Customer uploads or otherwise provides Personal Data of any individual to the Software, the Customer is responsible for ensuring that it has provided any necessary notices and obtained all required consents or legal bases to allow the Company to process that Personal Data as contemplated by this Agreement. If required by applicable law (for example, if the Customer is subject to GDPR and the Company is a processor), the Customer and Company will enter into a separate data processing agreement (DPA) to address roles and responsibilities regarding Personal Data. The Customer shall not use the Software to collect or store any sensitive personal information (such as social security numbers, health or financial information) unless appropriate measures are in place as required by law or a separate agreement with the Company. 

  

13.4 Data Breach Response: In the event the Company becomes aware of a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data stored or transmitted by the Software (a “Data Breach”), the Company will notify the Customer without undue delay and take reasonable steps to investigate and mitigate the effects of the Data Breach. The notification will include, to the extent known, a description of the nature of the Data Breach, the categories of data affected, and steps the Company is taking to address the breach. The Customer will be responsible for fulfilling any legal obligations to notify impacted individuals or authorities, unless otherwise required by law or agreed in writing. The Company will reasonably cooperate with the Customer’s investigation and remediation efforts, at the Customer’s request and expense. 

14. Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement and is hereby disclaimed. 

  

The parties expressly agree that any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in Cook County, Illinois, USA. Each party irrevocably submits to the personal jurisdiction and venue of such courts for such purposes, and waives any objection (including any objection based on inconvenience of forum) to the exercise of such jurisdiction. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information. 

  

If the Customer is a governmental or public entity and the above governing law or jurisdiction is impermissible under applicable law, then the governing law shall be the laws of the Customer’s jurisdiction, and any dispute shall be resolved in the courts of competent jurisdiction in the Customer’s location. 

15. Miscellaneous 

(a) Relationship of Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, fiduciary, or agency relationship between the Company and the Customer. Neither party has the authority to bind or act on behalf of the other in any respect. The Customer agrees not to represent to any third party that it has any authority to act for the Company, and the Customer shall not make any warranties or representations on the Company’s behalf. This Agreement is intended for the sole benefit of the Company and the Customer and their permitted successors and assigns. No third party shall be deemed a beneficiary of this Agreement or have any rights hereunder by virtue of this Agreement. 

  

(b) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified by the court to the minimum extent necessary to make it enforceable (if possible), and the remaining provisions of this Agreement will remain in full force and effect. If the provision cannot be modified to be enforceable, it shall be severed and deleted from this Agreement, and the rest of the Agreement shall continue in effect, with the understanding that the intent is to preserve the Agreement’s essential purposes. 

  

(c) No Waiver. A failure or delay by either party to enforce any term or exercise any right under this Agreement shall not operate as a waiver of that term or right. Similarly, a single or partial exercise of any right or remedy shall not preclude any other or further exercise of that or any other right or remedy. To be effective, any waiver of any provision or right under this Agreement must be in writing and signed by the party waiving its rights. Any such waiver shall be effective only in the specific instance and for the specific purpose given. 

  

(d) Force Majeure. Except for payment obligations, neither party shall be liable for any failure or delay in performing its obligations under this Agreement (or for any damages incurred by the other party due to such failure or delay) if that failure or delay is due to circumstances beyond the party’s reasonable control, including, without limitation, acts of God, natural disasters, strikes or labor disputes, acts of terrorism or war, civil disturbances, government actions, epidemics or pandemics, internet or telecommunications failures, power outages, or other force majeure events (“Force Majeure Events”). The affected party shall give prompt notice to the other party of the Force Majeure Event and make reasonable efforts to mitigate its effect. If a Force Majeure Event continues for an extended period (e.g., more than 60 days), either party may terminate this Agreement upon written notice. Additionally, the Company shall not be responsible for any delays or failures in performance to the extent caused by the Customer’s failure to fulfill its obligations or provide necessary information, approvals, or cooperation in a timely manner, or caused by acts or omissions of the Customer’s own vendors or service providers or other third parties not under the Company’s direction. 

  

(e) Assignment. The Customer may not assign or transfer this Agreement (in whole or in part), nor delegate any of its rights or duties hereunder, to any third party without the prior written consent of the Company. Any attempted assignment, transfer, or delegation in violation of the foregoing shall be null and void. The Company may assign this Agreement, in whole or in part, or delegate its obligations to one or more of its affiliates or to a successor in interest (for example, in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all assets relating to this Agreement), provided that such successor agrees to be bound by the terms of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns. 

  

(f) Entire Agreement. This Agreement, including any Order Forms, appendices, or exhibits expressly incorporated by reference (and any separate agreements referenced, such as a Data Processing Addendum or Support policy, if applicable), constitutes the entire agreement between the Company and the Customer with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications, understandings, or agreements (whether written or oral) regarding such subject matter. Each party acknowledges that it has not relied on any promise, representation, or warranty that is not expressly set forth in this Agreement. In the event of a conflict between the terms of this EULA and any Order Form or addendum, the terms of the Order Form or addendum (as applicable) shall prevail to the extent of the conflict. 

  

(g) Amendments. The Company reserves the right to modify or update the terms of this EULA from time to time. In the event of a material change, the Company will notify the Customer by posting the revised Agreement on its website or through the Software, or by sending an email to the Customer’s registered email address. Such changes will become effective on the date specified in the notice, but not sooner than 30 days after the notice (unless a shorter period is required to comply with law or address urgent legal obligations). If the Customer does not agree to the revised terms, its sole remedy is to terminate this Agreement and cease using the Software before the effective date of the changes. Continued use of the Software following the effective date of an update to the EULA will constitute the Customer’s acceptance of the revised terms. Except as set forth in this subsection regarding updates by the Company, no amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties. 

  

(h) Notices. All notices, requests, consents, claims, and other communications under this Agreement (other than routine operational communications, such as support requests) shall be in writing. The Company may provide notices to the Customer by email to the address associated with the Customer’s account, by certified mail or courier to the address provided by the Customer, or by prominent posting within the Software or on the Company’s website. The Customer must provide notices to the Company by email to [email protected] (with a copy to the Company’s mailing address, Attn: Legal Department, as provided on its website). Notices shall be deemed given (i) if by email, when the email is sent (provided no bounce-back or error message is received); (ii) if by courier, upon delivery confirmation; or (iii) if by posting or publication, upon making such notice available in the Software or website. 

  

(i) No Contradictory Terms; Precedence. Any additional or conflicting terms contained in any Customer purchase order or other business form are hereby expressly rejected and shall be void, unless expressly agreed to in writing by the Company. In the event the Customer submits a purchase order for administrative convenience, any pre-printed or standard terms in such purchase order shall not apply to the relationship between the parties, and acceptance of payment or processing of the order shall not serve as acceptance of any terms other than those in this Agreement. If there is a conflict between the terms of this EULA and terms of any separately negotiated, signed agreement between the Company and the Customer, the terms of the signed agreement will control for that Customer. 

  

(j) Export Compliance. The Software and related technology may be subject to United States export control laws, including the U.S. Export Administration Regulations, as well as export or import regulations in other countries. The Customer agrees not to directly or indirectly export, re-export, or release the Software, any related technology, or any products incorporating such Software or technology, to any destination, person, or entity restricted or prohibited by U.S. or applicable local laws without obtaining any necessary prior authorizations from the appropriate government authorities. The Customer represents that neither it nor any of its users are located in or ordinarily resident in any country subject to U.S. trade sanctions, nor are they on any U.S. government list of prohibited or restricted parties. This export compliance clause shall survive termination of the Agreement. 

  

(k) U.S. Government End Users. The Software and documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as those terms are defined in the U.S. Federal Acquisition Regulation (FAR) and Defense FAR Supplement. If the Customer or any user is an agency or contractor of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software and documentation is governed solely by the terms of this commercial license Agreement, pursuant to FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable. 

  

(l) Counterparts and Electronic Acceptance. If this Agreement is ever executed by the parties (for example, in the context of an enterprise license purchase), it may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. Signatures delivered by facsimile, PDF, or electronic signature method shall be deemed effective. In any case, the Customer’s electronic acceptance of this Agreement (for instance, by clicking “I Agree” or by installing/using the Software) is intended by the parties to authenticate this writing and to have the same force and effect as an original manual signature. 

By using or continuing to use the TrackHubs Software, the Customer hereby acknowledges that it has read this End User License Agreement, understands it, and agrees to be bound by all of its terms and conditions.