LEADOUS BURST LICENSE AGREEMENT 2024

PLEASE READ THESE SOFTWARE-AS-A-SERVICE TERMS AND CONDITIONS (“Agreement”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LEADOUS INC (“SUPPLIER,” AS DEFINED BELOW).  BY USING THIS SOFTWARE AND THE SERVICES, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ORGANIZATION, COMPANY, OR ENTITY FOR WHICH YOU ACT (“CLIENT” or “you”) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CLIENT TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT, AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY SUPPLIER. REGISTRATION BY “BOTS” OR OTHER AUTOMATED METHODS ARE NOT PERMITTED. SUPPLIER’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THIS AGREEMENT IS CONSIDERED AN OFFER BY SUPPLIER, ACCEPTANCE IS EXPRESSLY LIMITED TO THIS AGREEMENT.

1. AGREEMENT DEFINITIONS
   “Affiliate” means any entity that, directly or indirectly, controls, is under common control with, or is controlled by a party. For this purpose, “control” means the power to direct or cause the direction of the management or policies of such entity, whether through beneficial ownership of voting securities, by contract, or otherwise.
   “Authorized User” means an individual employee of CLIENT’s and/or CLIENT’s Affiliates’ employee, contractor, agent, or any other individual authorized by CLIENT to access and use the Services via CLIENT’s account for the purpose specified herein.  The CLIENT is responsible for Authorized Users’ compliance with this Agreement.
   “Documentation” means the user guides, online help, training materials, and any other documentation made available to the CLIENT regarding using Services.
   “Effective Date” means the date the CLIENT executes the agreement for the Software and Services.
   “Services” means services and materials relating to structuring and presenting the Product for use by Authorized Users.
   “Portal” means the website address assigned and/or designated by the Supplier to the CLIENT to access the Services.
   “Services” means the supplier’s hosted internet-accessible marketing automation solution service, BurstTM, made available to the client via the portal.
   “Supplier” means LEADOUS INC, a U.S.A.-based company with its registered office at 200 Southdale Center, Edina, MN, 55435.
2. OVERVIEW OF SERVICES.
   The Services provided by the Supplier include the features listed available at www.leadous.com/burst, as well as additional content or features that the Supplier makes available from time to time.
3. ACCESS RIGHTS.
   BurstTM Services. Subject to CLIENT’s compliance with the terms and conditions set forth herein, Supplier hereby grants to CLIENT a non-exclusive, non-assignable, limited right to access and use the Services solely for Client’s internal business operations and up to the maximum number of CLIENT’s Authorized Users set forth in the applicable Order or CLIENT’s account, during the term of the applicable Subscription (as defined in Section 7.3). 
4. USERS (USER LICENSE)
   Registration. An individual of CLIENT must register for an account to access portions of the Services. CLIENT agrees that the information provided for purposes of account registration is accurate and will be kept accurate and up-to-date at all times. CLIENT is solely responsible for maintaining the confidentiality of CLIENT’s account and password and accepts responsibility for all activities that occur under the account. CLIENT will not share passwords, authentication credentials, or other means of account access with a third party, except Authorized Users. If CLIENT has reason to believe that CLIENT’s account is no longer secure, CLIENT must immediately notify Supplier.
   User Subscriptions. The maximum number of current Authorized Users the CLIENT may authorize to access and use the Services at any given time shall not exceed the maximum number of user subscriptions CLIENT has purchased under the Order or elected plan (unless explicitly defined otherwise under CLIENT elected plan).  Each user subscription shall correspond to a unique Authorized User who will subscribe, access and use the Services by use of a password-protected access to the marketing automation portal to which Client licenses separately. Each Authorized User is responsible for maintaining the security of that Authorized Users’ account and password. A single login shared by multiple Authorized Users is not permitted. CLIENT shall maintain an up-to-date list of current Authorized Users and, upon 10 days written notice, permit Supplier or its duly authorized representative to audit CLIENT’s records which relate to the measurement of the number of Authorized Users and user subscriptions, provided that such audits may not be conducted more than once during any consecutive 12 month period. Any authorized person performing such an audit shall protect the CLIENT’s Confidential Information (as defined herein) and abide by the CLIENT’s reasonable security procedures.   CLIENT shall use all reasonable endeavors to prevent unauthorized access to, or use of, the Services and/or the Documentation.
   RESTRICTIONS. CLIENT has no right to access or use the Services for any purposes except as may be otherwise expressly set forth in this Agreement. All use of the Services must be only as provided in this Agreement and only in accordance with Supplier’s applicable Documentation. CLIENT shall not and shall not enable or assist any third party to: (a) modify, alter, adapt, copy, translate, perform and display or create derivative works based on the Services or proceed to any action that may be properly characterized as copyright infringement by applicable law; (b) decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code, object code, or underlying structure, ideas, or algorithms of the Services; (c) merge or bundle the Services with other software; (d) except as expressly permitted under Section 4.3 of this Agreement or under the Course Store Terms, sell, resell, license, lease, publish, display (publicly or otherwise), distribute, rent, lease or otherwise transfer or by any means make available ,either directly or via another reseller, to a third party the Services or include the Services in a service bureau, time-sharing, or equivalent offering; (e) duplicate, copy or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts (including the look and feel) of the Services; (f) publicly disseminate information from any source regarding the performance of the Services or otherwise conduct any benchmark or stress tests; (g) access, store, distribute or transmit any viruses, worms, Trojan horses, or other harmful code that in Supplier’ sole discretion, affects the Services; (h) modify, disable or compromise the integrity or performance of Services, data or Supplier’s systems (including probing, scanning or testing the vulnerability of any Supplier system or network that hosts Services; (i) tamper with or hack Supplier’s systems, circumvent any security or authentication measures, or attempt to gain unauthorized access to the Services, related Supplier systems, networks or data;  (j)  decipher any transmissions to or from the servers running the Services;  (k) overwhelm or attempt to overwhelm Supplier’s infrastructure by imposing an unreasonable volume of load on Supplier’s system that consumes extraordinary resources (CPU’s, memory, disk space, bandwidth etc); (l)   interfere or attempt to interfere in any manner with the proper functioning of the Services; and (m) include any material during the course of its use of the Services that is unlawful, harmful, defamatory, infringing, facilitates illegal activity, harassing, depicts sexually explicit images and/or causes damage or injury to any person or property. Without prejudice to Supplier’ other rights and remedies, Supplier reserves the right, without liability to the CLIENT, to disable CLIENT’s access to any material in the event that CLIENT breaches the restriction provisions of this clause.
5. CLIENT'S OBLIGATIONS.
   CLIENT agrees to: (a) provide reasonable information and assistance to Supplier to enable the Services to be rendered; (b) comply with all applicable local, state, provincial, national, federal and foreign laws in connections with its use of the Services; (c) notify Supplier immediately upon becoming aware of any unauthorized use of the Services; (d) designate a qualified employee as CLIENT’s administrator for the Services;  (e) collect, input, update all Authorized Users data and material provided for use in connection with the Services and (f) if on a free version account, not to maintain -either directly or indirectly- more than one account.
6. PAYMENT FOR SERVICES.
   Authorization. You authorize Supplier to charge all sums for the fees for the level of Services as described in the Statement of Work or published by Supplier, including all applicable setup, license, maintenance, and taxes, and pay based on the payment terms set forth in Statement of Work. Delinquent Accounts. Supplier may suspend or terminate access to the Services, including fee-based portions of the Services, for any account for which any amount is due but unpaid. 
7. TERM AND TERMINATION.
   Term of Agreement. The term of this Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with the Statement of Work and this Agreement (the “Term”). On the effective date of termination of this Agreement, all then-current Subscriptions under the Agreement will also terminate unless otherwise agreed by Supplier and CLIENT.
   Termination for Cause. Either party shall have the right at any time, by giving notice, to terminate this Agreement without liability to the other on the occurrence of any of the following events: (a) if the other party commits a breach of any of the terms and conditions of this Agreement and such breach has not been rectified within thirty (30) days after receipt of notice to rectify served on the defaulting party by the other party; (b) if the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits an appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, is liquidated, voluntarily or otherwise, or suffers any similar action in consequence of debt; or (c) if the other party engages in illegal activities.
   1. Renewal. This Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect unless otherwise agreed upon in writing by both parties. Any changes to pricing or terms for renewal periods shall be mutually agreed upon in writing by both parties prior to the commencement of the renewal term. 
   2. Effect of Termination. Upon termination of this Agreement: (a) your license rights will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your account or the Services; (c) you must pay Supplier any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 1, 5, 7, 9.5, 9.6, 10, 13, 15, 16.3, 17, 18, 19, 20, and 21 will survive.
8. OWNERSHIP OF INTELLECTUAL PROPERTY.
   Supplier and its licensors retain all intellectual property rights in and to the Services and its components, including the source code, Documentation, Portals, URLs, appearance, structure, organization, preparatory design material, and all other elements of the Services (“Materials”). All Materials in the Services are the Supplier's property or its third-party licensors. Other than the right to use the Services for the Term provided in this Agreement, nothing in this Agreement grants CLIENT any right in the Services. Supplier reserves all rights to the Materials not granted expressly in this Agreement. To the extent CLIENT provides Supplier with any feedback relating to the Services (including feedback related to usability, performance, interactivity, bug reports, and test results) (“Feedback”), Supplier will own all rights, title, and interest in and to such Feedback (and CLIENT hereby makes all assignments necessary to achieve such ownership). CLIENT shall report promptly to Supplier any third-party claim served on CLIENT relating to the intellectual property rights in the Services or the Documentation.
9. THIRD-PARTY TERMS.

Third-Party Services and Linked Websites. Supplier may provide tools through the Services that enable you to export information, to third-party services, including through features that allow you to link your account on Supplier with an account on the third-party service. By using one of these tools, you agree that the Supplier may transfer that information to the applicable third-party service. Third-party services are not under Supplier’ control, and, to the fullest extent permitted by law, Supplier is not responsible for any third-party service’s use of your exported information. The Services may also contain links to third-party websites. Linked websites are not under Supplier’ control, and Supplier is not responsible for their content.
Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Services are provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

1. CLIENT CONTENT
   CLIENT Content Generally. Certain features of the Services may permit users to upload courses and other content to the Services, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“CLIENT Content”) and to publish CLIENT Content on the Services. You retain any copyright and other proprietary rights that you may hold in the CLIENT Content that you post to the Services.
   Limited License Grant to Supplier. By providing CLIENT Content to or via the Services, you grant Supplier a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your CLIENT Content, in whole or in part, for providing the Services as described in this Agreement.
   Limited License Grant to Other CLIENTs. By providing CLIENT Content to or via the Services to other users of the Services, you grant those users a non-exclusive license to access and use that CLIENT Content as permitted by this Agreement and the functionality of the Services.
   CLIENT Content Representations and Warranties. Supplier disclaims any and all liability in connection with CLIENT Content. You are solely responsible for your CLIENT Content and the consequences of providing CLIENT Content via the Services. By providing CLIENT Content via the Services, you affirm, represent, and warrant to us that:
   1. you are the creator and owner of the CLIENT Content, or have the necessary licenses, rights, consents, and permissions to authorize Supplier and users of the Services to use and distribute your CLIENT Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Supplier, the Services, and this Agreement;
   2. your CLIENT Content, and the use of your CLIENT Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including intellectual property rights; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Supplier to violate any law or regulation; and
   3. your CLIENT Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
   4. You have all necessary approvals and authorizations to convey all licenses to Supplier hereunder
      CLIENT Content Disclaimer. We are under no obligation to edit or control CLIENT Content that you or other users post or publish, and will not be in any way responsible or liable for CLIENT Content. Supplier may, however, at any time and without prior notice, screen, remove, edit, or block any CLIENT Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Services you will be exposed to CLIENT Content from a variety of sources and acknowledge that CLIENT Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Supplier with respect to CLIENT Content. If notified by a user or content owner that CLIENT Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the CLIENT Content, which we reserve the right to do at any time and without notice. For clarity, Supplier does not permit copyright-infringing activities on the Services.
      Monitoring Content. Supplier does not control and does not have any obligation to monitor: (a) CLIENT Content; (b) any content made available by third parties; or (c) the use of the Services by its users. You acknowledge and agree that Supplier reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services for operational purposes. If at any time Supplier chooses to monitor the content, Supplier still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content.
2. COPYRIGHT AND INTELLECTUAL PROPERTY PROTECTION
   DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material posted on the Services, you may contact our Designated Agent at the following address:
   LEADOUS INC
   Attn: CONTRACTS
   200 SOUTHDALE CENTER
   EDINA, MN 55435
   Tel: (+1)(844) LEA-DOUS
   Email: CONTRACTS@LEADOUS.COM
   Content of Notification. Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:
   1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
   2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
   3. a description of the material that you claim is infringing and where it is located on the Services;
   4. your address, telephone number, and email address;
   5. a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or intellectual property owner, its agent, or the law; and
   6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
      Repeat Infringers. Supplier will promptly terminate the accounts of users that are determined by Supplier to be repeat infringers.
3. CLIENT'S DATA.
   1. CLIENT hereby acknowledges and agrees that Supplier’ performance of this Agreement requires Supplier to process, transmit and store personal data under the documented instructions of the CLIENT.
   2. CLIENT hereby also acknowledges and agrees that Supplier processes personal data related to CLIENT, and or CLIENT’s Affiliates, and/or their employees or representatives and/or the Authorized Users and/or CLIENT’s (including Affiliates) connection data created through the use and operation of the Services, in order to administer or manage Supplier’ delivery of Services, as well as information about the contractual commitments between Supplier and CLIENT, for the purpose of billing and collection of payments, and of observing compliance with CLIENT’s obligations under this Agreement. CLIENT hereby acknowledges and agrees that Supplier also processes information and personal data that the Supplier collects, when CLIENT submits a request for support services or other troubleshooting, including information about hardware, software and other details related to the support incident, such as authentication information, information about the condition of the service, and error-tracking files. Supplier processes such personal data in order to respond to the request and solve the problem eventually reported. CLIENT also hereby acknowledges and accepts Supplier’s Privacy Policy (available at /privacy ).
   3. Supplier shall process information and personal data under this paragraph for the Term of the Agreement and until collection of payments, unless processing after the Term is necessary for compliance with a legal obligation or for the establishment, exercise or defense of legal claims.
   4. CLIENT hereby acknowledges and agrees that Supplier shall process the name and email address of the CLIENT to communicate with the CLIENT for the presentation and promotion of the Services or of new services. CLIENT may at any time, free of charge, unsubscribe from such electronic communication, easily by clicking the button “unsubscribe” contained in the electronic communication.
4. CONFIDENTIAL INFORMATION.
   During the Term, in connection with this Agreement, each party (a “DisclosingParty”) may disclose to the other party (a “ReceivingParty”) confidential or proprietary materials and information of the first party (“ConfidentialInformation”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the confidential information of the Disclosing Party, will be considered “Confidential Information”; for the avoidance of doubt, the Services, all pricing information and terms of this Agreement, are Confidential Information of Supplier. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section 15 will not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (c) is disclosed to Receiving Party by a third-party without restriction, or (d) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, (i) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement and (ii) all Feedback be solely, as between the parties, Confidential Information of Supplier.
5. LIMITED WARRANTY AND DISCLAIMER
   1. Each party warrants that: (a) it is a validly existing and duly incorporated company in accordance with respective local laws; (b) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with its the terms of this Agreement; and (c) it has taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions of this Agreement in accordance with their terms.
   2. Supplier further warrants that throughout the Term, when utilized in accordance with their current Documentation and under normal use and circumstances, the Services will operate in material conformance with the Documentation under normal use and circumstances.
   3. Except as set forth in THIS SECTION 16, Supplier makes no representations or warranties or conditions of any kind concerning the Services, the MATERIALS, or their use, accuracy, or function. Specifically, Supplier PROVIDES THE SERVICES ON AN “AS-IS” BASIS AND “AS-AVAILABLE BASIS” AND disclaims all warranties, express, implied, or statutory, regarding the Services, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No representation or other affirmation of fact regarding the Services shall be deemed a warranty or guarantee for any purpose or give rise to any Supplier’ liability of third parties whatsoever. CLIENT acknowledges that it relied on no warranties or statements other than as may be set forth herein.   Supplier DOES NOT WARRANT THAT THE services or CONTENT OFFERED THROUGH THE services, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Supplier DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING FEES CHARGED TO Authorized USERS, AND SUPPLIER WILL NOT BE LIABLE FOR ANY DISCREPANCY BETWEEN FEES CHARGED TO Authorized USERS AND FEES CLIENT OWES TO SUPPLIER. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 16.3 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Supplier does not disclaim any warranty or other right that Supplier is prohibited from disclaiming under applicable law.
6. LIMITATION OF LIABILITY
   1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUPPLIER AND ITS AFFILIATES BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO CLIENT’S ACCESS TO OR USE OF, OR CLIENT’S INABILITY TO ACCESS OR USE, THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUPPLIER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SUPPLIER ENTITIES TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT CLIENT HAS PAID TO SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
   2. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. INDEMNIFICATION.
   CLIENT will defend, indemnify, and hold Supplier harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising from or in connection with: (a) CLIENT’s breach of any laws or regulations (including with respect to privacy); (b) CLIENT’s or any Authorized User’s use of the services; and (c) CLIENT’s violation of any agreements it has with any Authorized User.
8. MODIFICATION.
   Supplier reserves the right to change this Agreement on a going-forward basis at any time upon seven days’ notice. Please check this Agreement periodically for changes. If a change to this Agreement materially modifies CLIENT’s rights or obligations, Supplier may require that CLIENT accept the modified Agreement in order to continue to use the Services. CLIENT must accept the modifications to continue accessing or using the Services. If CLIENT objects to the modifications, its exclusive remedy is to cease any and all access and use of the Services. If the effective date of the modifications is during the term of a Subscription and CLIENT objects to the modifications, then (as its exclusive remedy) CLIENT may terminate its affected Subscription upon notice to Supplier, and Supplier will refund to CLIENT any fees it has pre-paid for use of the Services for the terminated portion of the term of the applicable Subscription. To exercise this right, CLIENT must provide Supplier with notice of its objection and termination within 30 days after Supplier provides notice of the modifications. Material modifications are effective upon CLIENT’s acceptance of the modified version of the Agreement. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 19, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
9. SANCTIONS & EXPORT CONTROLS.
   You acknowledge that the Services may be subject to U.S. and international export control laws and regulations. You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control.  You agree not to—directly or indirectly—sell, export, reexport, transfer, or divert the service provided by Supplier to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.  Additionally, you warrant that you are (1) not located in Cuba, Iran, North Korea, or Syria or the Crimea Region of the Ukraine, and (2) not a denied party as specified in the regulations listed above.  This export control clause shall survive termination or cancellation of this Agreement.

MISCELLANEOUS
Notices. Any notice, request, instruction or other document to be given under this Agreement to any party hereunder shall be in the English language, in writing, and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified on the CLIENT’s account or, to Supplier at 200 SOUTHDALE CENTER, EDINA, MN, 55435 – USA   (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Supplier if sent to the CLIENT’s account email address.
Entire Agreement. The Agreement constitutes the entire Agreement and contains the entire and exclusive understanding between the parties with respect to the matters referenced herein. No terms other than those expressly set out herein are deemed to be implied herein. No amendment or modification of this Agreement shall be valid and binding unless made and confirmed in writing or otherwise signed by the parties hereto.
Severability. In the event of any one or more provisions of this Agreement becoming invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Waiver. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including accident, acts of God, fire or water damage, criminal conduct, neglect, acts of war, riots, strikes, lightening, electrical disturbances or other similar causes. Such events, occurrences or causes do not include inability to meet financial obligations. The time of performance hereunder is extended by a period of time lost because of such delay. Notwithstanding any other provisions of this section, should the Force Majeure Event last for more than 30 days, the non-affected party may terminate this Agreement immediately upon written notice to the affected party.
Marketing. During the Term: (a) CLIENT agrees to participate in case studies and other similar marketing efforts reasonably requested by Supplier; (b) Supplier may disclose that CLIENT is a CLIENT of Supplier to third parties; and (c) Supplier may include on and in Supplier’ website, case studies, marketing materials, and conference presentations and other speaking opportunities, CLIENT’s testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from CLIENT, Supplier will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials.
Assignment. This Agreement is not assignable or transferable by CLIENT except with Supplier’ prior written consent; provided, however, that CLIENT may, upon prior written notice to Supplier, transfer and assign its rights and obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relate. If such a transfer or assignment is made in favor of a direct competitor of Supplier, then Supplier may terminate this Agreement upon written notice to CLIENT. Supplier may freely assign this Agreement. Any assignment in violation of the foregoing is void.
Governing law, Jurisdiction. Any dispute arising hereunder shall be exclusively construed in accordance with the laws of the State of Minnesota without regard to principles of conflict of laws. For the purpose of this Agreement, CLIENT consents to the personal jurisdiction and venue of the courts located in the State of Minnesota.