Terms and Conditions IMPORTANT- READ CAREFULLY. PLEASE READ THIS BEFORE USING THE SENTRIO PRODUCTS. BY USING THE PRODUCTS, CUSTOMER SIGNIFIES ITS ASSENT TO THE TERMS AND CONDITIONS APPLICABLE TO ITS USE OF THE PRODUCTS AS SET FORTH HEREIN.

«CUSTOMER» MEANS (a) YOU AS AN INDIVIDUAL OR (b) YOUR COMPANY IF YOU ARE USING SENTRIO PRODUCTS IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A COMPANY. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT USE THE PRODUCTS.

NOTWITHSTANDING THE FOREGOING, if Customer and Sentrio have otherwise legally agreed to a separate agreement, executed in writing by Customer and Sentrio and directly applicable to the access and use of the Products being used herein, such separate agreement shall apply to the use of such Products.

This Agreement is between Sentrio Labs («Sentrio») with its principal place of business at Paseo de la Castellana 91 28046, Madrid, Spain, and Customer and applies to your use of the Products. The effective date of this Agreement («Effective Date») is the later of the date Sentrio provides or makes available a new license key to Customer or the date Customer first uses the Products. Capitalized terms have the meanings set forth in the sections in which they are used and in Section 17 below.

  1. PRODUCT LICENSE.

1.1 Product License. Subject to the terms and conditions of the Agreement, during the licensed term specified on the applicable Order Form, Sentrio grants to Customer a non-exclusive, non-transferable right and license to the Products, for the specified number of paid Users (as set forth on the Order Form), to: (i) access and use the Product for internal business purposes only and in accordance with this Agreement and the Documentation; and (ii) use the Documentation in support of such access and use of the Products. Customer’s Affiliates may purchase the Product under the terms and conditions of this Agreement, provided: (a) such Affiliates agree to the terms of this Agreement, and (b) Customer is responsible for all non-compliance by such Affiliates with the terms of this Agreement.

1.2. Third-Party Technology. The Products or Deliverables may contain or require the use of Third-Party Technology. The Third-Party Technology is licensed to Customer under the terms of the applicable license conditions and/or copyright notices that can be found in the licenses file, the Documentation or other materials accompanying the Products or Deliverables, as applicable.

  1. USE OF THE PRODUCTS

2.1. Product License Restrictions. Customer will not itself, or through any parent, subsidiary, Affiliate, agent or other third party: (a) sell, lease, license, distribute, sublicense or otherwise transfer or provide access to any Products or the Documentation to a third party; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Products, in whole or in part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Products or encourage others to do so; (c) allow access or permit use of the Products by any users other than Users; (d) interfere with or otherwise circumvent any mechanism in the Products intended to limit Customer’s use of the Products; (e) modify or create derivative works based upon the Products or Documentation; (f) disclose the results of any benchmark test of the Products to any third party without Sentrio’s prior written approval; (g) use or access the Products or Documentation: (i) for competitive analysis or to build competitive products; (ii) in violation of any applicable law or regulation; (iii) to create, use, send, or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage in a malicious act to disrupt the security, integrity or operation of the Products, or (iv) to access or disable any Sentrio or third-party data, software, or network. Customer is responsible for its Users’ compliance with this Agreement. Customer will be responsible for any failure by its Affiliates or Authorized Subcontractors to comply with the terms of this Agreement.

  1. SUPPORT AND MAINTENANCE. During the time that Customer has paid the applicable annual fees for the Support and Maintenance, Sentrio will provide Customer with the Support and Maintenance for the Products. Product subscriptions and Support and Maintenance will automatically renew each year unless either party provides written notice to the other party at least sixty (60) days before the end of the then-current term of its intent not to renew.
  2. SERVICES

4.1. Sentrio will provide Customer with the Services specified in an applicable Order Form. Services are provided to Customer solely for Customer’s internal use, and Customer may not use the Services to supply any consulting, support or training services to any third party. Sentrio grants to Customer during the term of this Agreement a nonexclusive, non-transferable license to use any Deliverables provided to Customer in the provision of Consulting Services for Customer’s internal purposes.

4.2. Cooperation. Customer agrees to provide Sentrio with such cooperation, materials, information, access and support which is reasonably required to allow Sentrio to successfully provide the Services, including, without limitation, as may be set forth in an applicable Order Form.

4.3. Customer Policies. While on premises owned, controlled or hired by Customer, all Sentrio personnel will conduct themselves in accordance with the standard health, safety and security policies of Customer applicable to its staff generally that have been provided to Sentrio in writing prior to the performance of any services on Customer’s premises.

4.4 Customer Provided Software. In the event that Customer provides Sentrio with access to any third-party software or hardware, Customer will ensure that it has the rights to provide Sentrio with such access.

  1. OWNERSHIP. Sentrio and its suppliers retain all right, title, and interest in and to the Products, Documentation, Deliverables, its trademarks, methods and know-how. Subject to the foregoing, Customer owns all right, title, and interest to Applications developed by Customer using the Products.Customer will preserve all Sentrio trademarks, trade names, logos and notices present in the Products and materials that Sentrio provides to Customer. Nothing in this Agreement will, or is intended to, limit Sentrio’s ability to develop or enhance its products and services in any manner whatsoever, including use of residual knowledge gained as a result of the performance of the services in connection with the Agreement.
  2. CUSTOMER DATA.

6.1. Customer grants Sentrio a limited license to access, host, use, copy, process, export and display Customer Data, as reasonably necessary for Sentrio to (a) provide, maintain and update the Products in accordance with this Agreement; (b) prevent or address service, security, support or technical issues; (c) as expressly permitted in writing by Customer, and (d) as required by law. Sentrio may analyze Customer Data and data of other customers to create aggregated statistics and reports that do not identify Customer or any individual, and Sentrio may use and disclose such statistics in its discretion.

6.2. Customer agrees not to use the Products to transmit or process Customer Data that includes: (a) any material that is infringing, obscene, libelous, violates the privacy or other rights of any third party, or that is otherwise unlawful or tortious, (b) “personal health information,” as defined under the Health Insurance Portability and Accountability Act, (United States) or “health data” as defined under Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation (“GDPR”) unless it enters into a separate agreement with Sentrio relating to the processing of such data; (c) government issued identification numbers, including Social Security numbers, driver’s license numbers and other state-issued identification numbers; (d) financial account information, including bank account numbers; (e) payment card data, including credit card or debit card numbers; or (f) “sensitive” personal data,including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense, or as otherwise defined in applicable data protection laws.

6.3. Unless otherwise agreed to in a written instrument executed by the parties, if Customer is in the EEA, Switzerland, or are otherwise subject to the territorial scope of the GDPR, Customer agrees that any personal information transferred to Sentrio for processing.

6.4. Subject to the rights expressly granted in this Agreement, Customer owns all right, title, and interest in Customer Data and Applications developed by Customer using the Products.

  1. PAYMENT.

7.1. Customer agrees to pay Sentrio the applicable fees. In addition, Customer will reimburse Sentrio for all pre-approved travel and living expenses. Customer will pay Sentrio all sales, use, and excise taxes levied upon the delivery or use of the taxable Products and Services described in this Agreement, unless Customer provides Sentrio a valid tax exemption certificate or direct pay permit. Customer will pay all import or export, value added or other tax or duty, and all government permit, withholding or license fees, and custom or similar fees, levied upon the delivery or use of Products and Services described in this Agreement. All Sentrio-supplied Products and Support and Maintenance will only be delivered to Customer electronically through the Internet. All invoices will be paid within forty-five (45) days from the date of the invoice. If Customer fails to pay fees in accordance with this section, Sentrio may suspend fulfilling its obligations under this Agreement until such payment is received by Sentrio. Except as set forth in this Agreement, fees are non-refundable.

7.2. Certification and Audit Rights. Upon Sentrio’s written request, Customer will promptly furnish Sentrio with a written certification, signed by an authorized representative of Customer providing the actual number of Users using the Products, and certifying that the Customer has not exceeded the number of paid Users and is in compliance with the terms of this Agreement. Customer will maintain accurate records as to its installation and use of the Products as authorized by this Agreement, for at least two (2) years after the expiration or termination of this Agreement. Sentrio, or persons designated by Sentrio, will, at any time during the period when Customer is obliged to maintain such records, be entitled to audit such records and to ascertain completeness and accuracy, in order to verify that the Products are used by Customer in accordance with the terms of this Agreement and that Customer has paid the applicable license fees and Support and Maintenance fees for the Products. Customer will promptly pay to Sentrio any underpayments revealed by any such audit. Any such audit will be performed at Sentrio’s expense, provided, however, that Customer will promptly reimburse Sentrio for the cost of such audit and any applicable fees if such audit reveals an underpayment by Customer of more than five percent (5%) of the fees payable by Customer to Sentrio for the period audited.

  1. RESELLER PURCHASES. If Customer makes any purchases through a Reseller the following will apply. Instead of paying Sentrio, Customer will pay the applicable fees to the Reseller, as agreed between Customer and the Reseller. Sentrio may suspend or terminate Customer’s rights to use Products and Services if Sentrio does not receive the corresponding payment from the Reseller. Customer’s order details will be as stated in the order placed with Sentrio by the Reseller on Customer’s behalf, and Reseller is responsible for the accuracy of any such order as communicated to Sentrio. Unless expressly authorized by Sentrio, Resellers will not modify this Agreement or make any promises or commitments on Sentrio’s behalf, and Sentrio is not bound by any obligations to Customer other than as set forth in this Agreement. The amount paid or payable by the Reseller to Sentrio for Customer’s use of the applicable Products and Services under this Agreement will be deemed the amount actually paid or payable by Customer to Sentrio under this Agreement for purposes of calculating the liability cap in Section 10.6.
  2. EVALUATIONS, TRIALS, AND EARLY ACCESS.

9.1. Sentrio may offer certain Products to Customer at no charge, including evaluation licenses, trial use and Early Access Versions as defined below (collectively, “No-Charge Products”). In addition to all other restrictions, all licenses to the No-Charge Products will be solely for Customer’s evaluation of the features, functionality and performance of the No-Charge Products. Except as otherwise set forth in this Section 9, the terms and conditions of the Agreement governing all Products, including Section 2 [Use of the Products], fully apply to No-Charge Products.

9.2. The license term for No-Charge Products will be specified by Sentrio, and, if no period is specified, then it will be thirty (30) days from the initial use of the No-Charge Product (the “Evaluation Period”), provided that Sentrio may extend the Evaluation Period in its sole discretion at any time upon written notice.Either party may terminate the Evaluation Period at any time upon written notice to the other party. If Customer wants to terminate the Evaluation Period, Customer should send the termination notice to support@sentrio.io; and if Sentrio wants to extend or terminate the Evaluation Period, it will send an extension or termination notice to Customer at the email address registered with Sentrio for the No-Charge Products.

9.3. Customer acknowledges that any pre-release and early access Products, and any pre-release and early access or beta features within generally available Products, that Sentrio makes available (collectively, “Early Access Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. Sentrio makes no promises that any Early Access Versions will ever be made generally available. In some circumstances, Sentrio may charge a fee in order to allow Customer access to Early Access Versions, but the Early Access Versions will still remain subject to this Section 9.

9.4. To the maximum extent permitted by applicable law, Sentrio disclaims all obligations or liabilities with respect to No-Charge Products, including any Support and Maintenance, warranty and indemnity obligations (including those under Sections 10.1, 10.2 and 11). NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, SENTRIO’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$100.

  1. LIMITED WARRANTY AND LIMITATION OF LIABILITY.

10.1. Products. Sentrio warrants to Customer only that, for the Product license period (as set forth on the applicable Order Form) (the “Warranty Period”), the Products will substantially conform to the description contained in the applicable Documentation. If during the Warranty Period the Products do not substantially conform to the description contained in the applicable Documentation and provided Sentrio receives written notice of such nonconformity from Customer, Sentrio will correct such nonconformities in accordance with the Support and Maintenance terms.

10.2. Services. Sentrio warrants that the Services to be performed under this Agreement will be done in a workmanlike manner and will conform to standards of the industry. If the Services are not performed as set forth above, and provided Sentrio receives written notice of such breach from Customer within three (3) days following the performance of the relevant Services, Sentrio will re-perform the applicable Services.

10.3. The remedies in Section 10.1 and 10.2 are Customer’s sole and exclusive remedies for breach of warranty and Sentrio’s sole and exclusive liability for breach of warranty.

10.4. The warranties in Sections 10.1 and 10.2 are made to and for the benefit of Customer only. The warranties will apply only if:

10.4.1. the Products have been used at all times in accordance with the applicable Documentation; and

10.4.2. no modification, alteration or addition has been made to the Products by persons other than Sentrio.

10.5. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 10.1 AND 10.2 ABOVE, SENTRIO MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SERVICES, SUPPORT AND MAINTENANCE, DELIVERABLES, WORK PRODUCT, PRODUCTS, THE DOCUMENTATION OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. SENTRIO DOES NOT WARRANT THAT THE SERVICES, SUPPORT AND MAINTENANCE, DELIVERABLES, WORK PRODUCT, PRODUCTS, THE DOCUMENTATION OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED OR THAT THEY WILL BE FREE FROM DEFECTS OR THAT THE PRODUCTS ARE DESIGNED TO MEET CUSTOMER’S BUSINESS REQUIREMENTS. SENTRIO HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SERVICES, SUPPORT AND MAINTENANCE, DELIVERABLES, WORK PRODUCT, PRODUCTS, THE DOCUMENTATION OR ANY MATERIALS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

10.6. Limitation of Liability. EXCEPT FOR THE OBLIGATIONS UNDER SECTION 11 [INDEMNIFICATION], SENTRIO’S TOTAL AGGREGATE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING UNDER THIS AGREEMENT, WILL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY SENTRIO’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE FEES PAID BY CUSTOMER TO SENTRIO UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. IN NO EVENT WILL SENTRIO HAVE ANY LIABILITY UNDER THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL SENTRIO’S LICENSORS HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

  1. INDEMNIFICATION.

11.1. General. Each party will indemnify, defend and hold harmless the other party from and against all claims arising out of or alleged to have arisen out of: (a) the gross negligence or willful misconduct of such party, its employees or agents; or (b) bodily injury or death of any person or damage or destruction to any real or tangible personal property resulting from the negligent performance of such party’s obligations under this Agreement.

11.2. Indemnity from Sentrio. Subject to the remainder of this Section 11, Sentrio will defend Customer against any third-party claim that the Products infringe such third party’s U.S. patent or copyright (“Infringement Claim”), and indemnify Customer from the resulting costs and damages awarded against Customer to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed to in settlement; provided that Customer (i) notifies Sentrio promptly in writing of such Infringement Claim, (ii) grants Sentrio sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to a Sentrio request for assistance. Sentrio will have the exclusive right to defend any such Infringement Claim and make settlements thereof at its own discretion, and Customer may not settle or compromise such Infringement Claim, except with prior written consent of Sentrio.Should any Products become, or in Sentrio’s opinion be likely to become, the subject of such an Infringement Claim, Sentrio will, at its option and expense, (a) procure for Customer the right to make continued use thereof, (b) replace or modify such so that it becomes non-infringing, or (c) request return of the Products and, upon receipt thereof, the corresponding licenses are terminated and Sentrio will refund: (i) for term licenses, the prepaid but unused fees paid for the infringing Products, and (ii) for perpetual licenses, the fees paid for the infringing Products, less straight-line depreciation based on a three (3) year useful life. The above defense and indemnity obligations do not apply ifthe Infringement Claim: (1) arises from the use or combination of the Products or any part thereof with software, hardware, data, or processes not provided by Sentrio, if the Products or use thereof would not infringe without such combination; (2) arises from a use of the Products in a manner that is not contemplated by the Documentation; (3) arises from the Third-Party Technology; or (4) arises from Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

11.3. Indemnity from Customer. Customer will defend Sentrio from and against any and all third-party claims, actions, suits, proceedings and demands arising from or related to: Customer Data or the use thereof; Customer’s use of the Products; or Customer’s breach of this Agreement. Customer will indemnify Sentrio for the resulting costs and damages finally awarded against Sentrio to the third party making such claim, by a court or regulatory body of competent jurisdiction or agreed to in settlement; provided that Sentrio (i) notifies Customer promptly in writing of such claim, (ii) grants Customer sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to a Customer request for assistance. Customer will have the exclusive right to defend any such claim and make settlements thereof at its own discretion, provided Customer must not agree to a compromise or settlement of any claim without Sentrio’s approval, unless such compromise or settlement: unconditionally releases Sentrio of all liability and does not obligate Sentrio to pay any monies not indemnified in this section. Sentrio may not settle or compromise such claim, except with prior written consent of Customer.

11.4. Limitation. This Section 11 [Indemnification] states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

  1. TERM AND TERMINATION.

12.1. Term. This Agreement will commence on the Effective Date of this Agreement and will continue until terminated as set forth in this Agreement (“Term”). Either party may terminate this Agreement (including all related Order Forms) upon giving notice in writing to the other party if the other party (i) ceases to do business in the ordinary course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency, which proceeding, if involuntary, is not dismissed within sixty (60) days, (iv) makes an assignment for the benefit of its creditors, or (v) commits a material breach of this Agreement and has failed to cure such breach within thirty (30) days following a request in writing from the notifying party to do so. Additionally, either party may terminate this Agreement on thirty (30) days written notice provided there are no active Product licenses or Services being provided to Customer under this Agreement. Notwithstanding any contrary provision in this Agreement, upon the expiration or termination of this Agreement, (a) all licenses granted herein willterminate, (b) Customer will have no further rights to receive Services and (c) all provision and obligations that should by their nature survive termination of this agreement, including Sections 2, 4.4, 5, 6.2, 6.3, 7, 8, 9, 10, 11, 12, 13 and 16 will survive any such termination.

  1. CONFIDENTIAL INFORMATION. The Receiving Party will not: (i) disclose any Confidential Information to any third party, except as otherwise expressly permitted herein; (ii) make any use of Confidential Information except: (a) to exercise its rights and perform its obligations under this Agreement; or (b) in connection with the parties’ ongoing business relationship; or (iii) make Confidential Information available to any of its employees or consultants except those that have agreed to obligations of confidentiality at least as restrictive as those set forth herein and have a need to know such Confidential Information. The Receiving Party is liable for all acts and omissions of its employees and consultants to the extent that such act or omission would be a breach of this Agreement if done by Receiving Party. The Receiving Party will be held to the same standard of care as it applies to its own information and materials of a similar nature, and no less than reasonable care. The Receiving Party may disclose the other party’s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the Receiving Party provides prompt written notice thereof to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. The Receiving Party will protect Confidential Information in the manner provided herein for five (5) years after receipt thereof, unless such obligation ceases earlier pursuant to this section; provided that to the extent the Confidential Information constitutes a trade secret(s) under law, the Receiving Party will protect such information for so long as it qualifies as a trade secret under applicable law. Notwithstanding anything to the contrary herein, neither party will disclose the terms and conditions of this Agreement to any third party, without the prior written consent of the other party; provided that each party may disclose the terms and conditions of this Agreement without the prior written consent of the other party: (A) as required by any court or other governmental body; (B) as otherwise required by law; (C) to legal counsel of the parties; (D) in confidence, to accountants, banks, and financing sources and their advisors; (E) in connection with the enforcement of this Agreement or rights under this Agreement; or (F) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.
  2. Security. Sentrio will establish and maintain commercially reasonable, industry-standard (i) technical and organizational measures to protect against accidental damage to, or destruction, loss, or alteration of Customer Data; (ii) technical and organizational measures designed to protect against unauthorized access to Customer Data; and (iii) network and internet security procedures, protocols, security gateways and firewalls with respect to the Products. Sentrio is not responsible for the security of Customer Data while in transit over the Internet.
  3. SERVICE LEVEL AGREEMENT. Sentrio will use commercially reasonable efforts to ensure that the Products will be available at least 99.5% of the time, as measured monthly by Sentrio’s instrumentation and subject to the exclusions set forth below (“Uptime Target”).Sentrio will notify Customer at least 24 hours prior to any scheduled downtime via email or other reasonable means and will use commercially reasonable efforts to minimize the effect of such maintenance. The Uptime Target will not include unavailability resulting from: (i) scheduled downtime and any time necessary to implement any updates, upgrades or other modifications to the Products; (ii) any causes beyond the reasonable control of Sentrio or its hosting provider including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, denial of service attacks, failure of the Internet generally, any actions or inactions of Customer or any third party or other failures; (iii) Customer’s actions or inactions or those of any employee, contractor, agent or third party acting on Customer’s behalf, (iv) Customer’s systems or software or from any non-Sentrio equipment, software or technology (other than third-party equipment within Sentrio’s direct control), or (v) a suspension or termination of Customer’s right to use the Products in accordance with the terms of this Agreement.
  4. MISCELLANEOUS.

16.1. Assignment. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, and any such assignment in violation of this section will be void, except that upon written notice to the other party (i) either party may assign this Agreement or rights granted under this Agreement to an Affiliate without the consent of the other party and (ii) the transfer of this Agreement or rights granted under this Agreement to a successor entity in the event of a merger, corporate reorganization, or acquisition will not constitute an assignment for purposes of this section. Any other assignment in violation of this section will be void. This Agreement will inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns.

16.2. Notices. Unless otherwise specified in this Agreement, any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by first class registered mail, or air mail, as appropriate, or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth below. Either party may change its address for notice by notice to the other party given in accordance with this section. Notices will be considered to have been given at the time of actual delivery in person, five (5) business days after deposit in the mail as set forth above, or two (2) days after delivery to an overnight air courier service. Notices should be sent to:

If to Sentrio:

Sentrio Labs

Paseo de la Castellana 91

28046, Madrid

Spain

Attn: Chief Financial Officer

If to Customer:

To the address at the head of this Agreement

Attn: Contracts Manager

16.3. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the parties, except as may otherwise be expressly provided herein.This Agreement will supersede over (i) any terms in click-through agreements with respect to the Products and/or Services, including without limitation, any agreements imposed during a vendor registration process and any end user license agreement that may be embedded within the Products, except for terms regarding Third-Party Technology which are referenced under Section 1.2 [Third-Party Technology] and (ii) any terms and conditions printed on the Sentrio’s invoices or on Customer’s purchase orders or other documents, unless such terms and conditions, are expressly stated as an amendment to this Agreement and duly signed on behalf of both parties. Purchase orders will be for the sole purpose of defining quantities, prices and describing the Products and Services to be provided under this Agreement, and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. If an inconsistency exists between the terms of this Agreement and the terms of any statement of work, the terms of the statement of work will control. In the case of a conflict between this Agreement and an Order Form, the Order Form will take precedence.

16.4. Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquake, fire and explosions, but the inability to meet financial obligations is expressly excluded.

16.5. Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.

16.6. Severability. If any provision in this Agreement (including, without limitation, the prohibition on de-compiling or reverse engineering) is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent possible so as to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

16.7. Language. This Agreement is in the English language only, which will be controlling in all respects. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party. All communications, notices, and documentation to be furnished under this Agreement will be in the English language only.

16.8. Independent Contractors. The relationship of Sentrio and Customer established by this Agreement is that of independent contractors. Nothing contained herein will constitute either party the agent of the other party, or otherwise grant either party the authority to bind the other party to any obligation, or constitute the parties as partners or joint venturers and neither party will hold itself out as being an agent having such authority. Customer will make no representations or warranties on behalf of Sentrio with respect to the Products or Services.

16.9. Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. Neither party is bound until both parties have signed the agreement and have delivered a signed copy of the agreement to the other party. This Agreement may be executed and delivered by facsimile or other electronic means and the parties agree that such facsimile or other electronic execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile or other electronic signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.

16.10. Governing Law. This Agreement will be governed by the laws of the State of New York, USA, without regard to conflict of law principles. The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts located in New York, New York for resolution of any disputes arising out of this Agreement and waive all objections thereto. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply in any respect to this Agreement.

16.11. Headings. The headings in this Agreement are for purposes of reference only and will not in any way limit or affect the meaning or interpretation of any of the terms hereof.

16.12. Publicity. For so long as Customer remains a Sentrio customer, Sentrio may refer to Customer as a Sentrio customer for the ordered Products and Services in sales presentations and marketing activity and materials. Customer may revoke this permission at any time with written notice to Sentrio.

16.13. Localization Addendum. With respect to Customers domiciled in Germany or China, the Sentrio Localization Addendum attached hereto as Addendum I shall be incorporated in its entirety into this Agreement and shall govern their license and use of the Products and Services.

16.14. Changes. Sentrio may update or modify this Agreement from time to time. If Sentrio modifies this Agreement during Customer’s current Product license period/Support and Maintenance term, the modified version will be effective upon the next renewal of such Product license. In the case of a perpetual license, modifications shall apply to updated versions of Products when released. If Customer objects to any such updates or modifications to this Agreement, Customer’s sole remedy is to choose not to renew its Product license term or Support and Maintenance upon expiration of a term.

  1. DEFINITIONS.

“Affiliate” means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party. For purposes of this Agreement, “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity.

“Applications” means the computer software developed with the Product.

“Authorized Subcontractor” means a subcontractor or service provider of Customer who uses a Product for Customer’s own internal business operations and who agrees to abide by the terms of this Agreement.

“Confidential Information” means any and all discoveries, inventions, processes, methods, techniques, know-how, trade secrets, intellectual property and proprietary information or materials provided by one party (“Disclosing Party”) to the other (“Receiving Party”) expressed in whatever form. The following information will be considered Confidential Information whether or not marked or identified as such: any and all information regarding the Products including without limitation all aspects of the underlying technology and software code, the UI, all features, functionality and associated documentation, Sentrio pricing, product roadmaps and strategic marketing plans.Confidential Information excludes information that: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of Confidential Information of the Disclosing Party; or (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party.Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party.

“Customer Data” means all electronic data and information submitted by or for Customer to the Products.

“Deliverables” means any deliverables provided by Sentrio to Customer in the performance of Consulting Services, provided that Deliverables do not include the Sentrio proprietary software products.

“Documentation” means the then-current end user manuals or on-line help files regarding the use of the Products that accompany the Products, as revised by Sentrio from time to time.

“Order Form” means the document issued by Sentrio and accepted by the Customer, either through execution or issuance of a purchase order referencing such document, defining the Products and Services.

“Products” means the products listed in the applicable Order Form.Such products include access to software products owned (or licensed) and hosted by Sentrio and may include software components that will be installed on Customer’s premises.

“Reseller” means an authorized partner or reseller of Sentrio.

“Services” means collectively, Support and Maintenance, and any Sentrio consulting or training services set forth in an applicable Order Form.

“Support and Maintenance” means the support services set forth in the then current Support and Maintenance Policy.

“Third-Party Technology” means third-party and open source software components and technology, that are licensed under separate license terms that are specified in the software components, documentation, readmes, thirdpartyreadmes, notice files, or other materials relating to such technology, and not the terms of this Agreement.

“User” means one of the following persons: Customer or Customer’s Affiliates’employees or Authorized Subcontractors who (1) write, submit or otherwise enter in, or are referenced by, any data or information that is received (manually or in an automated fashion) by or from the Sentrio Product or server, or (2) access or use the Sentrio Product.