THIS TERMS OF SERVICE AND LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY, WHO WILL BE REFERRED TO IN THIS AGREEMENT AS “CUSTOMER” OR “YOU”) AND VIZERRA SA, A PUBLIC LIMITED COMPANY ORGANIZED UNDER THE LAWS OF SWITZERLAND WITH A PRINCIPAL PLACE OF BUSINESS AT WORLD TRADE CENTER LAUSANNE, AVENUE DE GRATTA-PAILLE 2, 1018 LAUSANNE, SWITZERLAND, (“VIZERRA”) FOR THE USE OF THE SERVICE PROVIDED BY VIZERRA AND THE SOFTWARE REQUIRED TO DELIVER THAT SERVICE (THE “SOFTWARE”).

IF YOU ARE ENTERING INTO AND ACCEPTING THIS AGREEMENT ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO AND ACCEPT THIS AGREEMENT ON BEHALF OF THE RELEVANT BUSINESS ENTITY.

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THE LICENSE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU HAVE NO RIGHTS TO THE SOFTWARE AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE SOFTWARE.

1. Cloud Services
   1. Subscription. Subject to the terms and conditions of this Agreement, Vizerra will provide the Customer with a subscription to access its cloud-based services, provided by Vizerra through the Internet as described at revizto.com or as otherwise documented and made available to Customer upon request by Vizerra (collectively referred to as the “Cloud Services”).  Access to the Cloud Services requires the Customer to download and install certain software applications (the “Software”) which is covered under a License set forth below.
   2. Subscription Term. Customer may select the initial subscription term, which may be a two-month POC, year, multi-year or other mutually agreed period, at the time of order. Once the Subscription Term expires, it will automatically renew for successive terms of the same period unless either Customer or Vizerra notifies the other of non renewal at least 30 calendar days prior to the upcoming expiration date or Vizerra ceases to make a particular service available, in which case the notice period shall be not less than six (6) months. If Customer purchased a license from a reseller of Vizerra’s Software (a “Reseller”), any renewals of the Subscription Term shall be arranged with such Reseller. Renewals are charged at Vizerra’s then-current rates unless otherwise indicated in the Order Form. For purposes of this Agreement, “Subscription Term” means the initial term and any renewal term(s).
   3. Maintenance and Support. Subscription pricing includes maintenance and support services as set forth in the Order Form. Support is provided through revizto.com.
   4. Authorized Users may access and use the Cloud Service during the applicable Subscription Term, subject to the terms and conditions of this Agreement, Documentation, and any other policies that Vizerra may promulgate. Only Authorized Users may use the Cloud Services, and only up to the permitted number of collaborators set out in the applicable Order Form.
   5. Maximum Number of Users. The maximum number of Authorized Users shall be identified on the Order Form. Pricing includes use of the Cloud Services licensed hereunder by any Authorized Users. “Authorized Users” shall include (i) employees, contractors, subcontractors, consultants, agents, partners, distributors, or suppliers of Customer (collectively, “Affiliates”), provided that the Customer Affiliates may use the Cloud Services solely to assist Customer in managing its business projects; and (iii) clients of Customer, provided that the use of the Cloud Services by such clients is limited to the collaboration between such client and Customer on such client’s projects; Management of Authorized Users is set through a web-based workspace that is provided to the Customer appointed administrator in connection with the subscription. Customer may manage, assign, deactivate, suspend the Authorized Users during the subscription period. Authorized Users are subject to the terms of this Agreement. For the avoidance of doubt, Authorized Users do not include any direct or indirect competitors of Vizerra.
   6. Maximum Number of Devices. One registered user in Revizto workspace may use such user’s login credentials on up to five (5) separate devices.
   7. Limits. The storage and device limits are set out in the Order Form per purchased plan and is not subject to change during the term of the subscription period.
2. Payment of Subscription Fees
   1. Customer will pay Vizerra the then applicable fees described in the Order Form for the Cloud Services in accordance with the terms therein (the “Subscription Fees”). If Customer’s use of the Cloud Services exceeds the limits set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided on the Order Form. Company reserves the right to change the Subscription Fees or applicable charges and to institute new charges and Subscription Fees at the end of the Initial Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Subscription Fees are not refundable. By accepting this Agreement, Customer fully understands that once payment of a Subscription Fee is made to Vizerra, Customer will not be entitled to receive a refund of any part of the Subscription Fee. The foregoing notwithstanding, Customer shall be entitled to a refund of prorated Subscription Fee paid during an applicable Term and shall have no liability for any additional fees for any remaining Term in the event this Agreement is terminated for convenience by Vizerra.
   2. Vizerra may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Vizerra thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Cloud Services. Customer shall be responsible for all taxes associated with Cloud Services other than taxes based on Vizerra’s net income.
3. Restrictions and Obligations
   1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Cloud Services or the Software; modify, translate, or create derivative works based on the Cloud Services or any Software (except to the extent expressly permitted by Vizerra or authorized within the Cloud Services); use the Cloud Services or the Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
   2. Customer represents, covenants, and warrants that Customer will use the Cloud Services only in compliance with Vizerra’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Vizerra against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Cloud Services. Although Vizerra has no obligation to monitor Customer’s use of the Cloud Services, Vizerra may do so and may prohibit any use of the Cloud Services it believes may be (or alleged to be) in violation of the foregoing. Customer agrees not to (1) use the Cloud Services in a way that violates any applicable laws or regulations; (2) distribute viruses or other harmful or malicious computer code via the Cloud Services; (3) engage in any conduct that disrupts or impedes the Cloud Services; or (4) engage in “screen scraping,” “database scraping,” “data mining” or any other activity with the purpose of obtaining lists of users or other information from the Cloud Services or that uses web “bots” or similar data gathering or extraction methods.
   3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Cloud Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
4. Confidentiality & Proprietary Rights
   1. Use Reporting, License Violations and Remedies. Subject to applicable laws, Vizerra reserves the right, and Customer authorizes Vizerra, to gather data on key usage including user authentication, IP addresses or other applicable device identifier (including MAC address or UDID), domain counts and other information deemed relevant, to ensure that Vizerra’s products are being used in accordance with the terms of this Agreement. Vizerra reserves the right to remedy violations of any of the terms of this Agreement immediately upon discovery, by any means necessary including remotely disabling the Software and Customer’s access to the Cloud Services upon reasonable advance notice to Customer. Customer agrees not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any blocking of data required for compliance under this Agreement is considered to be a material breach of this Agreement. Customer agrees not to disclose to any third parties any documents provided by Vizerra for the Customer including but not limited to security assessment documents, etc. Breach of this provision will constitute a material breach of this Agreement.
   2. Unless otherwise specified, Customer retains ownership of any data or other content or information that Customer provides through the Software and/or the Cloud Services (“Customer Data”). Customer’s use of the Cloud Services and all Customer Data must comply with Customer’s own privacy policies and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer agrees not to submit any content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, that encourages conduct that would be considered a criminal offense or give rise to any civil liability. Customer will not knowingly submit any material (including any virus, bot, worm, scripting exploit or other harmful code) that is likely to harm or corrupt the Cloud Services or any computer systems or data. Customer represents and warrants to Vizerra that, to the best of its knowledge, Customer has sufficient rights in the Customer Data to grant the rights in this section and that Customer Data does not infringe the rights of any third party. To enable the provision of the Cloud Services, Customer hereby grants to Vizerra a non-exclusive, royalty-free license to use, store, reproduce and display Customer Data solely as reasonably necessary to provide the services to Customer.
   3. Proprietary Rights to Software and Trademarks. The Software and the Documentation are proprietary to Vizerra, and the Software and Documentation are protected under all applicable copyright and other intellectual property laws and international treaties. Customer further acknowledges and agrees that, as between Customer and Vizerra, Vizerra and its third party licensors own and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable license expressly granted to Customer herein, this Agreement does not grant Customer any ownership or other right or interest in or to the Software or the Documentation or any other intellectual property rights of Vizerra, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that Vizerra uses in connection with the Software or with services rendered by Vizerra are marks owned by Vizerra. This Agreement does not grant Customer any right, license, or interest in such marks, and Customer shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks
   4. Confidentiality. Customer shall permit only Authorized Users, who possess rightfully obtained access, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, Customer shall not disclose or make available the Software, Documentation, any login credentials, or any other proprietary information of Vizerra (including, but not limited to, the information disclosed by Vizerra through its proprietary forums or other channels) to any third party other than Authorized Users, or use the Software, Documentation, or any access login credentials for any purpose other than exercising rights expressly granted to Customer hereunder. Customer agrees to reasonably cooperate with and assist Vizerra in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof. As a global organization, the Affiliates, subcontractors and third-party licensors of Vizerra may be located anywhere in the world. Vizerra will process any personal data in accordance with the provisions of the EU Directive 95/46 EC and its privacy policy.
5. Term & Termination
   1. This Agreement is effective upon Customer’s acceptance of the Agreement, or upon Customer’s installing, accessing, and using the Software, even if Customer has not expressly accepted this Agreement. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
   2. Without prejudice to any other rights, this Agreement will terminate automatically without notice to Customer if Customer breaches or fails to comply with any of the limitations or other requirements described herein, including the payment of any applicable fees, and Customer agrees that in any such case Vizerra may, in addition to any other remedies it may have at law or in equity, remotely disable the Software and Customer’s access to the Cloud Services.
   3. Upon any termination or expiration of the Agreement for any reason, Customer agrees to uninstall the Software and either return to Vizerra the Software, Documentation, all copies thereof, and all license keys that Customer has obtained, or to destroy all such materials and provide written verification of such destruction to Vizerra.
   4. Upon any termination, unless Customer had previously deleted Customer Data, Vizerra will make all Customer Data available to Customer for electronic retrieval for a period of ninety (90) days, but thereafter Vizerra may, but is not obligated to, delete stored Customer Data, without any further notice.
   5. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Indemnification.
   Customer will, at Customer’s own expense, indemnify and hold Vizerra, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Software or Cloud Services by Customer, any party related to Customer, or any party acting upon Customer’s authorization in a manner that is not expressly authorized by this Agreement.
7. Limited Warranty, Disclaimer & Limitation of Liability
   1. Vizerra shall use reasonable efforts consistent with prevailing industry standards to maintain the Cloud Services in a manner which minimizes errors and interruptions in the Cloud Services. Cloud Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Vizerra or by third-party providers, or because of other causes beyond Vizerra’s reasonable control, but Vizerra shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, VIZERRA DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED OR THAT THE CLOUD SERVICES AND THE SOFTWARE WILL BE ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CLOUD SERVICES OR THE SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE CLOUD SERVICES AND THE SOFTWARE ARE PROVIDED “AS IS” AND VIZERRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIZERRA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR THE THIRD PARTY SOFTWARE, AND DOES NOT WARRANT THAT THE SOFTWARE OR CLOUD SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE OR CLOUD SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE SOFTWARE OR CLOUD SERVICES WILL BE CORRECTED, OR THAT ANY INFORMATION OR DATA STORED OR TRANSMITTED THROUGH THE SOFTWARE OR CLOUD SERVICES WILL NOT BE LOST, CORRUPTED OR DESTROYED. CUSTOMER ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE OR CLOUD SERVICES TO ACHIEVE CUSTOMER’S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM CUSTOMER’S USE OF THE SOFTWARE OR CLOUD SERVICES. CUSTOMER SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE OR CLOUD SERVICES. VIZERRA USES A THIRD-PARTY DATA CENTER TO HOST THE CLOUD SERVICES. CUSTOMER ACKNOWLEDGES THAT VIZERRA DOES NOT CONTROL THE TRANSFER OF DATA OVER SUCH THIRD-PARTY FACILITIES, INCLUDING THE INTERNET, AND THAT THE CLOUD SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH THIRD-PARTY FACILITIES. VIZERRA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
   2. LIMITATION OF LIABILITY. WITH THE EXCEPTION OF (1) INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 ABOVE, OR (2) CLAIMS BROUGHT BY A THIRD-PARTY AGAINST EITHER PARTY RELATING TO (i) PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE OR REAL PROPERTY; OR (3) CUSTOMER’S BREACH OF SECTION 3.3 (CONFIDENTIALITY), ALL OF WHICH SHALL REMAIN UNLIMITED, NEITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER IN CONTRACT (INCLUDING INSURANCE), OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), INCLUDING LOSS OF USE OF OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR CLAIMS FROM CUSTOMERS, ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH IN SECTION 8.3 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO VIZERRA UNDER THIS AGREEMENT WITHIN THE TWELVE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   3. CERTAIN LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OR EXCLUSION OF CERTAIN TYPES OF WARRANTIES, DAMAGES, OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO CUSTOMER, BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
8. Software License Terms & Conditions
   1. To access the Cloud Services, Customer will need to download and install the Software. Software and any accompanying documentation is licensed and not sold and is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Customer’s license to download, use and/or copy the Software is subject to these rights and to all the terms of conditions of this license (“License”).  The terms and conditions of this License are in addition to and not in substitution of the terms and conditions of the Agreement.
   2. Subject to the terms and conditions of this Agreement, including the payment of all applicable fees, Vizerra hereby grants to Customer a personal, limited, nonexclusive, non-transferable, non-assignable, revocable (for cause) license to: (a) Use the Software during the Subscription Term (as defined below), subject to the applicable license type restrictions (as may be specified in an Order Form) and (b) the Documentation.
   3. Customer’s license to use the Software is conditioned on the following license restrictions, and any use of the Software in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and is unlicensed. Customer may install and use the Software solely as permitted by the license type purchased, which license type is specified in the applicable Order Form.
   4. Customer agrees that the use of the Software requires mandatory registration and activation. Customer agrees to register as a Customer of the Software through Vizerra’s web based workspace. Customer agrees to complete the activation process providing Vizerra with accurate information.
   5. Customer’s use of the Software is limited to all usage restrictions as are set forth on an Order Form and as set forth herein. Vizerra and its suppliers reserve any and all rights, implied or otherwise, which are not expressly granted to Customer hereunder, and retain all rights, title and interest in and to the Software. Customer shall not sublicense, modify, adapt, distribute, resell, rent, lease or loan the Software or reproduce, modify, adapt, translate, port or create or prepare derivative works based upon the Software or any part thereof. Customer may not use the Software in contravention to any applicable laws or government regulations. Customer may not remove any copyright, trademark, confidentiality or other proprietary rights notice from the Software, Documentation or related material. Customer shall not decompile, disassemble or otherwise reverse engineer the Software. If the immediately foregoing provision is prohibited by applicable law, Customer shall provide Vizerra with a detailed prior written notice of any such intention to reverse engineer the Software and shall provide Vizerra with a right of first refusal to perform such work at rates equal to those proposed by a recognized third-party software services provider for such work. Customer shall take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Software.
   6. Vizerra alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Software, which are hereby assigned to Vizerra.  Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this License.  This License is not a sale and does not convey to Customer any rights of ownership in or related to the Software, or any intellectual property rights.
9. Education Terms
   1. Vizerra provides free subscriptions for educational institutions (“Revizto for Education”). Revizto for Education is only licensed for use by teachers, professors, or other educators and by their students under the educator’s direct supervision in accordance with this the terms of this Agreement. If you are not a teacher, professor, or educator, you may not use the Revizto for Education product. By subscribing to the Cloud Services and/or installing the Software, you are agreeing to this Agreement on behalf of yourself and your employer (i.e., school, college, university, or other educational institution) (“School”). You hereby represent and warrant that you have the necessary authority to bind your School to the terms contained herein. If you do not believe you have such authority, then you may not agree to this Agreement, nor use or permit others to use the Revizto for Education product.
   2. All subscriptions to Revizto for Education must be pre-approved by Vizerra and Vizerra reserves the right to reject any request in its sole discretion. Further, Vizerra reserves the right to change the terms of or discontinue the Revizto for Education program at any time without notice.
10. General Terms
    1. Feedback. If Customer provides Feedback to Vizerra, regardless of any accompanying communication, Vizerra has no obligation to review, consider, or implement Customer’s Feedback, all such submissions are made on a non-confidential basis, Vizerra and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such Feedback without any compensation or attribution, and Customer waives and agrees not to assert any so-called “moral rights” Customer may have in the Feedback. The parties hereby agree that any and all Feedback shall not include any personally identifiable information.
    2. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of Switzerland, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved exclusively by the Court of the Canton of Vaud, Switzerland. To the maximum extent permitted by law, Customer hereby consents to the jurisdiction and venue of such court and waive any objections to the jurisdiction or venue of such court. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
    3. Severability. If any part of this Agreement is held unenforceable, the validity of all remaining parts will not be affected.
    4. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
    5. Taxes. Customer shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of Vizerra. Customer shall reimburse Vizerra for the amount of any such taxes or duties paid or incurred directly by Vizerra as a result of this transaction.
    6. Export Controls. Customer hereby agree that (i) Customer will comply with all applicable Sanctions and Export Control Laws and (ii) are solely responsible for ensuring that the Software is used, disclosed and/or transported only in accordance with all applicable Sanctions and Export Control Laws. For purposes of this Agreement, “Sanctions and Export Control Laws” means any US or European law, regulation, statute, prohibition, or wider measure applicable to the Software and/or to either party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures.
    7. United States Government Use Rights. The Software as defined herein and any related technical data, including manuals and Documentation, are commercial as defined in the Federal Acquisition Regulation (FAR) at 2.101. If the Software is acquired by or on behalf of an agency, department, or other entity of the U.S. Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer (“use”) of the Software, and any related technical data of any kind, including manuals and Documentation, no matter how received by the Government, is restricted by the terms and conditions of this Agreement in accordance with FAR 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. All other use is prohibited.
    8. Governing Language. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.
    9. Notices. Any notices required to be given to Vizerra or any questions concerning this Agreement should be addressed to Vizerra at World Trade Center Lausanne, Avenue de Gratta-Paille 2, 1018 Lausanne, Switzerland or by visiting Vizerra’s website at https://revizto.com.
    10. No Assignment. Except to the extent transfer may not legally be restricted, Customer will not assign this Agreement or any right or obligation herein or delegate any performance without Vizerra’s prior written consent, which consent will not be unreasonably withheld. Any other attempted assignment or transfer by Customer will be void. Vizerra may transfer and assign any of its rights and obligations under this Agreement without consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
    11. Entire Agreement. This Agreement and any Order Form accepted by Customer or Vizerra that references this Agreement (which is hereby incorporated herein by this reference), completely and exclusively state the entire agreement of the parties regarding the subject matter herein, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. No Reseller or Vizerra dealer or agent is authorized to make any amendment to this Agreement.
    12. Relation Between Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
    13. Purchases through Resellers. In the event Customer purchases licenses to the Software and/or Cloud Services (and any renewals thereof) through an authorized reseller of Vizerra, the terms and conditions of this Agreement shall apply and supersede any other agreement except for any terms and conditions related to, pricing, payment or taxes. Such terms and conditions shall be negotiated solely by and between Customer and such authorized Reseller. In the event Customer ceases to pay the Reseller, or terminates Customer’s agreement with the Reseller, Vizerra shall have the right to terminate Customer’s access to the Software and/or Cloud Services at any time upon thirty (30) days’ prior written notice to Customer unless Customer and Vizerra have agreed otherwise in writing.
11. Definitions
    1. “Confidential Information” means information not generally known to the public that is (i) made available or disclosed by one party to the other party in writing and (ii) designated by the disclosing party in the writing as Confidential. Vizerra Confidential Information also includes the non-public aspects of the Software, or any other product or service offered by Vizerra, and any related product plans, technology and other technical information, including, but not limited to, the information disclosed by Vizerra through its proprietary forums or other channels. Notwithstanding the foregoing, Confidential Information does not include (a) any information that (1) becomes generally known to the public without breach of any obligation owed to the disclosing party; (2) was known to the receiving party before receipt from the disclosing party without breach of any obligation (and without a duty of confidentiality) owed to the disclosing party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the disclosing party; or (4) was independently developed by the receiving party. Any Feedback shall also not constitute Confidential Information.
    2. “Documentation” means any user manuals or on-line help files or technical or legal requirements for the Software, as may be amended or revised.
    3. “Feedback” means any ideas, feedback, suggestions, materials, information, opinions, or other input.
    4. “Order Form” means Vizerra’s online registration form or other document, including a signed quote, for placing orders hereunder, which form is entered into between Customer and Vizerra and identifies the Software ordered by Customer, including the license type, quantity and access information. Order Forms shall be deemed incorporated herein by reference.
    5. “Software” includes any updates, upgrades, enhancements, modifications, revisions, or additions to the Software made by Vizerra. Notwithstanding the foregoing, Vizerra shall be under no obligation to provide any updates, upgrades, enhancements, modifications, revisions, or additions to the Software unless generally made available to all of its customers.