Quick Apps_STA Apps STA

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Software Transaction Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS PRODUCT. BY DOWNLOADING, INSTALLING OR USING THIS

PRODUCT, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. FOR ORDERS PLACED FROM

OUTSIDE THE TERRITORIES OF UNITED STATES OF AMERICA, THIS AGREEMENT AND ORDER IS CONSIDERED EXECUTED WITHIN

ARBITRATION ASSOCIATION”).

This Software Transaction Agreement (the “Agreement”) is made between you, the Customer (“Customer” or “You”) and AgreeYa, as defined

below.

1. Definitions. Capitalized terms not defined in context shall have the meanings assigned to them below:

(a) “Affiliate” means any legal entity controlling, controlled by, or under common control with a party to this Agreement, for so long as such

control relationship exists.

foregoing.

(e) “eStore” means AgreeYa’s online Software ordering system located at http://quickapps.agreeya.com/support.

(f) “License Type” means the model by which the Software is licensed (e.g., by server, by mailbox, by managed user) as indicated in the

applicable Order.

(g) “Maintenance Services” means AgreeYa’s maintenance and support offering for the Products as identified in the Maintenance Services

Section below.

(i) “Partner” means a reseller or distributor that is under contract with AgreeYa or another Partner and is authorized via such contract to resell

the Products and/or Maintenance Services.

(j) “Product Guide” means the document located at http://quickapps.agreeya.com/wp-content/uploads/support/Product_Guide.pdf that contains

the Product Terms.

(k) “Product Terms” means the terms associated with each License Type and any other terms associated with an individual Product. The

Product Terms for Products in a Signed Order shall be as stated in the Signed Order. If no Product Terms are stated in the Signed Order, if the

Order is placed with a Customer purchase order only, if the Order is placed through the eStore, or if the Order is placed through a Partner, then the

foregoing. Software includes On-Premise Software and SaaS Software (as defined in the Software License Section), along with software that is

delivered on an Appliance.

2. Software License.

(a) General. Subject to the terms of this Agreement, AgreeYa grants to Customer, and Customer accepts from AgreeYa, a non-exclusive, non-

transferable (except as otherwise set forth herein) and non-sublicensable license to access and use the quantities of each item of Software

identified in the applicable Order within the parameters of the Product Terms associated with the applicable Software and License Type (the

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Software”), the License shall be perpetual (unless otherwise stated on the Order) and shall also include the right to (i) make a reasonable number

of additional copies of the On-Premise Software to be used solely for non-productive archival or passive disaster recovery purposes, provided such

copies are kept in a secure location and are not used for production purposes unless the primary copy of the On-Premise Software is not being

used for production purposes, and (ii) make and use copies of the Documentation as reasonably necessary to support Customer’s authorized users

in their use of the On-Premise Software. Each License for On-Premise Software shall only be used by Customer in the country in which the On-

Premise Software is initially delivered to Customer.

(c) Software as a Service. If an Order provides Customer with a right to access and use Software installed on equipment operated by AgreeYa

or its suppliers (“SaaS Software”), (i) the License for such SaaS Software shall be granted for the duration of the term stated in the Order (the

“SaaS Term”), as such SaaS Term may be extended by automatic or agreed upon renewals, and (ii) the terms set forth in the SaaS Provisions

include, without limitation, application, operating system, and database implementation, performance tuning, and maintenance services provided by

Customer to its customers (each, a “Client”). Each MSP License is governed by the terms of this Agreement and the MSP terms in the Product

Guide.

If an Order for an MSP License expressly permits Customer to install copies of the Software on its Clients’ equipment or to provide its Clients

access to the Software, then Customer shall ensure that (i) each Client only uses the Software and Documentation as part of the Management

Services provided to it by Customer, (ii) such use is subject to the restrictions and limitations contained in this Agreement, including, but not limited

to those in the Export Section of this Agreement, and the applicable Order, and (iii) each Client cooperates with AgreeYa during any compliance

review that may be conducted by AgreeYa or its designated agent. At the conclusion of any Management Services engagement with a Client,

Customer shall promptly remove any Software installed on its Client’s computer equipment or require the Client to do the same. Customer agrees

obtained from AgreeYa for evaluation purposes, Customer shall be granted a License to use such Software and the associated Documentation

solely for Customer’s own non-production, internal evaluation purposes (an “Evaluation License”). Each Evaluation License shall be granted for

an evaluation period of up to thirty (30) days from the date of delivery of the On-Premise Software or from the date that access is granted to the

SaaS Software, plus any extensions granted by AgreeYa in writing (the "Evaluation Period"). There is no fee for an Evaluation License during the

Evaluation Period, however, Customer is responsible for any applicable shipping charges or taxes which may be incurred, and any fees which may

be associated with usage beyond the scope permitted herein. Customer will only be granted one Evaluation License per release of any item of

Software. Notwithstanding anything otherwise set forth in this Agreement, Customer understands and agrees that Evaluation Licenses are provided

“AS IS” and that AgreeYa does not provide warranties or Maintenance Services for Evaluation Licenses.

(f) Freeware License. If a freeware version of Software is downloaded by Customer from AgreeYa website, the terms of use of such Software

solely for purposes of providing such services to Customer, provided that Customer ensures that (i) the Service Provider’s use of the Software and

Documentation is subject to the restrictions and limitations contained in this Agreement, including, but not limited to those in the Export Section,

and the applicable Order(s), (ii) the Service Provider cooperates with AgreeYa during any compliance review that may be conducted by AgreeYa or

its designated agent, and (iii) the Service Provider promptly removes any Software installed on its computer equipment upon the completion of the

Service Provider’s need to use the Software as permitted by this Section. Customer agrees that it shall be jointly and severally liable to AgreeYa for

the acts and omissions of its Service Providers in connection with their use of the Software and Documentation.

3. Restrictions. Except and only to the extent that the exclusions and limits of this Restrictions Section are prohibited by applicable law,

Customer may not reverse engineer, decompile, disassemble, or attempt to discover or modify in any way the underlying source code of the

Software, or any part thereof. In addition, Customer may not (i) modify, translate, localize, adapt, rent, lease, loan, create or prepare derivative

Software and Documentation made by Customer hereunder must contain all titles, trademarks, copyrights and restricted rights notices as in the

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any license keys or other license access devices not provided by AgreeYa, including but not limited to “pirate keys”, to install or access the

Software.

4. Proprietary Rights. Customer understands and agrees that (i) the Products are protected by copyright and other intellectual property laws

and treaties, (ii) AgreeYa, its Affiliates and/or its suppliers own the copyright, and other intellectual property rights in the Products, (iii) the Software

is licensed, and not sold, (iv) this Agreement does not grant Customer any rights to AgreeYa’s trademarks or service marks, and (v) AgreeYa

reserves any and all rights, implied or otherwise, which are not expressly granted to Customer in this Agreement.

5. Title, Risk of Loss and Delivery. AgreeYa, its Affiliates and/or its suppliers own the title to all Software. Title and risk of loss to an Appliance

shall pass from AgreeYa to Customer upon shipment (unless the Appliance is rented, leased or loaned to Customer). Delivery of Products shall be

law, whichever is the lesser) for any amounts payable to AgreeYa by Customer that are not subject to a good faith dispute and that remain unpaid

after the due date until such amount is paid.

7. Taxes. The fees stated in an Order may not include taxes. If AgreeYa is required to pay sales, use, property, value-added or other taxes

based on the Products or Maintenance Services provided under this Agreement or on Customer’s use of Products or Maintenance Services, then

such taxes shall be billed to and paid by Customer. This Section does not apply to taxes based on AgreeYa’s income.

8. Termination.

This Agreement or the Licenses granted hereunder may be terminated (i) by mutual written agreement of AgreeYa and Customer or (ii) by either

installed, and ensure that all applicable Service Providers and Clients do the same, (iii) return the applicable Software to AgreeYa together with all

Documentation and other materials associated with the Software and all copies of any of the foregoing, or destroy such items, (iv) cease using the

Maintenance Services associated with the applicable Software, (v) pay AgreeYa or the applicable Partner all amounts due and payable up to the

date of termination, and (vi) give AgreeYa a written certification, within ten (10) days, that Customer, its Service Providers and Clients, as

applicable, have complied with all of the foregoing obligations.

Any provision of this Agreement that requires or contemplates execution after (i) termination of this Agreement, (ii) a termination or expiration of a

License, or (iii) the expiration of a SaaS Term, is enforceable against the other party and their respective successors and assignees

notwithstanding such termination or expiration, including, without limitation, the Restrictions, Payment, Taxes, Termination, Survival, Warranty

Disclaimer, Infringement Indemnity, Limitation of Liability, Confidential Information, Compliance Verification, and General Sections of this

not export, re-export, sell, lease or otherwise transfer the Products or any copy, portion or direct product of the foregoing in violation of the Export

Controls. Customer is solely responsible for obtaining all necessary licenses or authorizations relating to the export, re-export, sale, lease or

transfer of the Products and for ensuring compliance with the requirements of such licenses or authorizations. Customer hereby (i) represents that

Customer is not an entity or person to which shipment of Products, or provision of Maintenance Services, is prohibited by the Export Controls; and

(ii) agrees that it shall not export, re-export or otherwise transfer the Products to (a) any country subject to a United States trade embargo, (b) a

national or resident of any country subject to a United States trade embargo, (c) any person or entity to which shipment of Products is prohibited by

the Export Controls, or (d) anyone who is engaged in activities related to the design, development, production, or use of nuclear materials, nuclear

facilities, nuclear weapons, missiles or chemical or biological weapons. Customer shall, at its expense, defend AgreeYa and its Affiliates from any

third party claim or action arising out of any inaccurate representation made by Customer regarding the existence of an export license, Customer’s

failure to provide information to AgreeYa to obtain an export license or any allegation made against AgreeYa due to Customer’s violation or alleged

applicable fees, AgreeYa shall:

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(ii) Respond to communications from Customer that report Software failures not previously reported to AgreeYa by Customer. Nothing in the

foregoing shall operate to limit or restrict follow up communication by Customer regarding Software failures.

(iii) Respond to requests from Customer’s technical coordinators for assistance with the operational/technical aspects of the Software

unrelated to a Software failure. AgreeYa shall have the right to limit such responses if AgreeYa reasonably determines that the volume of such non-

error related requests for assistance is excessive or overly repetitive in nature.

(iv) Provide access to AgreeYa’s software support web site at http://quickapps.agreeya.com/support/ (the “Support Site”).

Maintenance Services are available during regional business support hours (“Business Hours”) as indicated on the Support Site, unless

shall automatically renew for additional terms of twelve (12) months (each, a “Renewal Maintenance Period”) at the prices stated on the

Maintenance renewal Quotation unless the renewal has been cancelled by either party giving written notice, by email or otherwise, to the other at

least sixty (60) days prior to the first day of the applicable Renewal Maintenance Period. For purposes of this Agreement, the Initial Maintenance

Period and each Renewal Maintenance Period shall be considered a “Maintenance Period.” For the avoidance of doubt, this Agreement shall

apply to each Renewal Maintenance Period. Cancellation of Maintenance Services for perpetual Licenses for On-Premise Software will not

terminate Customer’s rights to continue to use the On-Premise Software. Maintenance fees shall be due in advance of each Renewal Maintenance

Period and shall be subject to the payment requirements set forth in this Agreement. The procedure for reinstating Maintenance Services for On-

Premise Software after it has lapsed is posted at http://quickapps.agreeya.com/support/Reinstate-Maintenance-Services.

For SaaS Software, the Maintenance Period is equal to the duration of the applicable SaaS Term. For non-perpetual Licenses for On-Premises

(i) the operation of the Software, as provided by AgreeYa, will substantially conform to its Documentation (the “Operational Warranty”);

(ii) the Software, as provided by AgreeYa, will not contain any viruses, worms, Trojan Horses, or other malicious or destructive code

designed by AgreeYa to allow unauthorized intrusion upon, disabling of, or erasure of the Software, except that the Software may contain a key

limiting its use to the scope of the License granted, and license keys issued by AgreeYa for temporary use are time-sensitive (the “Virus

Warranty”);

(iii) the media provided by AgreeYa, if any, on which the On-Premise Software is recorded will be free from material defects in materials and

workmanship under normal use (the “Media Warranty”); and

(iv) it will make commercially reasonable efforts to make the SaaS Software available twenty-four hours a day, seven days a week except for

scheduled maintenance, the installation of updates, those factors that are beyond the reasonable control of AgreeYa, Customer’s failure to meet

any minimum system requirements communicated to Customer by AgreeYa, and any breach of this Agreement by Customer that impacts the

availability of the SaaS Software (the “SaaS Availability Warranty”).

(b) Appliance Warranties. Appliances are warranted in accordance with the warranty document delivered with the Appliance and/or included on

the hardware manufacturers’ website.

(c) Warranty Periods. The “Warranty Period” for each of the above warranties shall be as follows: (i) for the Operational Warranty as it applies

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(iii) For a breach of the Virus Warranty, AgreeYa shall replace the Software with a copy that is in conformance with the Virus Warranty.

(iv) For a breach of the Media Warranty, AgreeYa shall, at its expense, replace the defective media.

(v) For a breach of the SaaS Availability Warranty, AgreeYa shall provide a credit or refund of the fees allocable to the period during which

the Software was not available for use.

Additional Product-specific warranties and remedies may be stated in a Signed Order.

discontinuation, however Customer will not be entitled to any refund, credit or other compensation as a result of the discontinuation.

(g) Warranty Disclaimer. THE EXPRESS WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION OR IN A SIGNED ORDER ARE

THE ONLY WARRANTIES AND REMEDIES PROVIDED BY AGREEYA HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, ALL OTHER WARRANTIES OR REMEDIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,

INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT,

SATISFACTORY QUALITY, AND ANY WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE.

AGREEYA DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PRODUCTS.

(h) High-Risk Disclaimer. CUSTOMER UNDERSTANDS AND AGREES THAT THE PRODUCTS ARE NOT FAULT-TOLERANT AND ARE NOT

AND SUPPLIERS SHALL NOT BE LIABLE TO CUSTOMER IN ANY WAY FOR USE OF THE PRODUCTS IN A HIGH RISK ENVIRONMENT,

AND (IV) AGREEYA MAKES NO WARRANTIES OR ASSURANCES, EXPRESS OR IMPLIED, REGARDING USE OF THE PRODUCTS IN A

HIGH RISK ENVIRONMENT.

12. Infringement Indemnity. AgreeYa shall indemnify Customer from and against any claim, suit, action, or proceeding brought against

Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other

proprietary right enforceable in the country (except within the territories of Australia) in which the Software is delivered to Customer, or

misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: AgreeYa shall (a) defend or

settle the Claim at its own expense, (b) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against

Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without

because of possible or actual infringement, (d) based on Customer’s use of a superseded or altered release of Software if the infringement would

have been avoided by use of a current or unaltered release of the Software made available to Customer, or (e) to the extent the Claim arises from

or is based on the use of the Software with other products, services, or data not supplied by AgreeYa if the infringement would not have occurred

but for such use. If, as a result of a Claim, Customer must stop using any Software (“Infringing Software”), AgreeYa shall at its expense and

option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally

equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the License for the Infringing

Software and (A) for On-Premise Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software,

pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue

Customer’s right to access and use the Infringing Software and refund the unused pro-rated portion of any license fees pre-paid by Customer for

such Software. This Section states AgreeYa’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim.

LAW, IN NO EVENT SHALL CUSTOMER OR ITS AFFILIATES OR AGREEYA, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY

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BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE.

EXCEPT FOR (A) ANY BREACH OF THE SOFTWARE LICENSE, RESTRICTIONS, OR CONFIDENTIAL INFORMATION SECTIONS OF THIS

AGREEMENT, OR ANY OTHER VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (B) AGREEYA’S EXPRESS

OBLIGATIONS UNDER THE INFRINGEMENT INDEMNITY SECTION OF THIS AGREEMENT AND CUSTOMER’S EXPRESS OBLIGATIONS

UNDER THE CONDUCT, EXPORT, MSP LICENSE, AND USE BY SERVICE PROVIDERS SECTIONS OF THIS AGREEMENT, (C) AGREEYA’S

COSTS OF COLLECTING DELINQUENT AMOUNTS WHICH ARE NOT THE SUBJECT OF A GOOD FAITH DISPUTE; (D) A PREVAILING

PARTY’S LEGAL FEES PURSUANT TO THE LEGAL FEES SECTION OF THIS AGREEMENT; OR (E) ANY LIABILITY TO THE EXTENT

LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW, THE MAXIMUM AGGREGATE AND CUMULATIVE

LIABILITY OF CUSTOMER AND ITS AFFILIATES AND AGREEYA, ITS AFFILIATES AND SUPPLIERS, UNDER THIS AGREEMENT, WHETHER

CONSTITUTING IN PART THE CONSIDERATION FOR AGREEYA PROVIDING PRODUCTS AND SERVICES TO CUSTOMER, AND SUCH

LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES OR FAILURES.

AgreeYa’s Affiliates and suppliers and Customer’s Affiliates shall be beneficiaries of this Limitation of Liability Section and Customer’s Clients and

Service Providers are entitled to the rights granted under the MSP License and Use by Service Providers Sections of this Agreement; otherwise, no

third party beneficiaries exist under this Agreement. AgreeYa expressly excludes any and all liability to Customer’s Service Providers, Clients and

to any other third party.

14. Confidential Information.

Confidential Information shall not include information or materials that (i) are generally known to the public, other than as a result of an unpermitted

disclosure by the Receiving Party after the date that Customer accepts the Agreement (the “Effective Date”); (ii) were known to the Receiving

Party without an obligation of confidentiality prior to receipt from the Disclosing Party; (iii) the Receiving Party lawfully received from a third party

without that third party’s breach of agreement or obligation of trust; (iv) are protected by AgreeYa in accordance with its obligations under the

Protected Data Section below, or (v) are or were independently developed by the Receiving Party without access to or use of the Disclosing Party’s

Confidential Information.

(b) Obligations. The Receiving Party shall (i) not disclose or permit disclosure of the Disclosing Party’s Confidential Information to any third party,

specifically arising from a party’s performance under this Agreement.

(c) Permitted Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information

without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives

(collectively, the “Representatives”), but only to those Representatives that (i) have a “need to know” in order to carry out the purposes of this

Agreement or to provide professional advice in connection with this Agreement, (ii) are legally bound to the Receiving Party to protect information

such as the Confidential Information under terms at least as restrictive as those provided herein, and (iii) have been informed by the Receiving

Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use as set forth in this

Section. The Receiving Party shall be liable to the Disclosing Party for the acts or omissions of any Representatives to which it discloses

Confidential Information which, if done by the Receiving Party, would be a breach of this Agreement.

during this Agreement that alone or together with any other information relates to an identified or identifiable natural person or data considered to

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for any reason. AgreeYa shall implement appropriate technical and organizational measures to prevent unauthorized disclosure of or access to

Protected Data by third parties, and shall only store and process Protected Data as required to fulfill its obligations under this Agreement and any

applicable Orders. AgreeYa shall make reasonable efforts to comply with Customer’s written instructions with respect to the Protected Data;

however, AgreeYa shall have no liability to Customer for any breach of this Section resulting from AgreeYa’s acts or omissions in accordance with

any such instructions. AgreeYa shall promptly notify Customer of any disclosure of or access to the Protected Data by a third party in breach of this

Section and shall cooperate with Customer to reasonably remediate the effects of such disclosure or access. AgreeYa further affirms to Customer

that it has adequate agreements in place abiding the safe harbor framework as set forth by the U.S. Department of Commerce regarding the

collection, use, retention of data from the European Union (“EU”) or transfer of Protected Data to a country outside the EU.

Customer hereby (i) represents that it has the right to send the Protected Data to AgreeYa, (ii) consents for AgreeYa to store and use the Protected

installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer’s deployment of

the Software or, if applicable, use of the SaaS Software is within the quantities, Product Terms, and maintenance releases to which it is entitled.

AgreeYa or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable, use of the SaaS

Software for compliance with the terms and conditions of this Agreement and the applicable Order(s). Any such audits shall be scheduled at least

ten (10) days in advance and shall be conducted during normal business hours at Customer's facilities. Customer shall provide its full cooperation

and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as

part of the audit, AgreeYa may request, and Customer agrees to provide, a written report, signed by an authorized representative, listing

Customer's then current deployment of On-Premise Software and/or the number of individuals that have accessed and used SaaS Software. If

Customer's deployment of the Software or, if applicable, use of the SaaS Software is found to be greater than its purchased entitlement to such

Software, Customer will be invoiced for the over-deployed quantities at AgreeYa’s then current list price plus the applicable Maintenance Services

(a) Data. Customer may store data on the systems to which it is provided access in connection with its use of the SaaS Software (the “SaaS

Environment”). AgreeYa may periodically make back-up copies of Customer data, however such back-ups are not intended to replace Customer’s

obligation to maintain regular data backups or redundant data archives. Customer is solely responsible for collecting, inputting and updating all

Customer data stored in the SaaS Environment, and for ensuring that it does not (i) knowingly create and store data that actually or potentially

infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) use the SaaS

Environment for purposes that would reasonably be seen as obscene, defamatory, harassing, offensive or malicious. If the Order states where

Customer data is to be stored, AgreeYa will not move the data from the specified region without notifying Customer, except if AgreeYa is required

to do so by law or legal process. AgreeYa shall have the right to delete all Customer data stored in connection with the use of the SaaS Software

thirty (30) days following any termination of this Agreement or any License to SaaS Software granted hereunder.

(b) Conduct. In connection with the use of SaaS Software, Customer may not (i) attempt to use or gain unauthorized access to AgreeYa’s or to

any third-party's networks or equipment; (ii) permit other individuals or entities to copy the SaaS Software; (iii) provide unauthorized access to or

use of any SaaS Software or the associated access credentials; (iv) attempt to probe, scan or test the vulnerability of the SaaS Software, the SaaS

Environment, or a system, account or network of AgreeYa or any of AgreeYa’s customers or suppliers; (v) interfere or attempt to interfere with

service to any user, host or network; (vi) engage in fraudulent, offensive or illegal activity of any nature or intentionally engage in any activity that

infringes the intellectual property rights or privacy rights of any individual or third party; (vii) transmit unsolicited bulk or commercial messages; (viii)

intentionally distribute worms, Trojan horses, viruses, corrupted files or any similar items; (ix) restrict, inhibit, or otherwise interfere with the ability of

any other person, regardless of intent, purpose or knowledge, to use or enjoy the SaaS Software (except for tools with safety and security

functions); or (x) restrict, inhibit, interfere with or otherwise disrupt or cause a performance degradation to any AgreeYa (or AgreeYa supplier)

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18. General.

(a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA,

without giving effect to any conflict of laws principles that would require the application of laws of a different state. Any action seeking enforcement

of this Agreement or any provision hereof shall be brought exclusively in the state or federal courts located in Sacramento County, California, USA.

Each party hereby agrees to submit to the jurisdiction of such courts.

The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer

Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated.

(c) Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, such provision will be

enforced to the maximum extent permissible by law to effect the intent of the parties and the remaining provisions of this Agreement will remain in

full force and effect. Notwithstanding the foregoing, the terms of this Agreement that limit, disclaim, or exclude warranties, remedies or damages

are intended by the parties to be independent and remain in effect despite the failure or unenforceability of an agreed remedy. The parties have

relied on the limitations and exclusions set forth in this Agreement in determining whether to enter into it.

(d) Use by U.S. Government. The Software is a “commercial item” under FAR 12.201. Consistent with FAR section 12.212 and DFARS section

227.7202, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software or Documentation by the

U.S. government is prohibited except as expressly permitted by the terms of this Agreement. In addition, when Customer is a U.S. government

entity, the language in Subsection (ii) of the Infringement Indemnity Section of this Agreement and the Injunctive Relief Section of this Agreement

mail, four (4) days following deposit in the mail in accordance with this paragraph.