Software License Agreement

Unsupervised.com owns and operates an automated analytics platform with a team of AI-powered data experts that give You insights, answers, and predictions. This solution is available as software as a service (“SaaS”) or licensed for use on equipment You own or control, as specified in Your Order. The solution, along with related services, software, updates, enhancements, and Our websites used in connection with the foregoing are referred to in this Agreement as the "Services."

These Terms of Use apply to You and Your use of the Services, including any others you permit to use the Services. If you do not accept all terms of this Agreement including the Privacy Policy, then You may not use the Services. Your use of the Services constitutes your acceptance of this Agreement.

1. Use of the Services. Subject the terms and conditions of this Agreement, We hereby grant You a limited, non-exclusive, non-sublicensable and nontransferable right as specified during an online purchase or in an order form (Your “Order”) to access and use the Services ordered only in accordance with this Agreement, the terms of the Order, Unsupervised’s published Documentation, and solely for Your business purposes (but not for the benefit of a third party who is not a corporate entity controlled by, controlling, or under common control by You or the company you represent). Your use of the Services is subject to certain limitations as stated in Your Order and the Documentation, such as on the duration of Your subscription (“Subscription Term”), the number of AI Agents You use, data You store, and any other limits specified in the Order (“Usage Limits”). You will be charged the applicable Fees for any use in excess of the Usage Limits at then-current prices. You are solely responsible for selecting secure account and user passwords, changing passwords frequently, maintaining the confidentiality of user logins and passwords for those you authorize to use the system on your behalf, and restricting unauthorized access to the Services. We assume no responsibility for damage or loss arising from unauthorized access to the Services and Your account due to Your failure to protect Your user account(s) through proper security and maintenance of user logins and passwords.
   
   

2. Free Plan. If You ordered a “trial” or other limited function edition of the Services under a no-charge plan (“Free Plan”), You may use the Service until you have either reached the Usage Limits specified, such as a fixed limit of Agents,  data storage or days using the Services, after which your right to use the Services expires (the “Trial Period”). You may use the Services under the Free Plan solely for Your evaluation purposes, but not in a production setting. The Services will automatically cease functioning at the end of the Trial Period and all data an information hosted by the Services will no longer be available to you unless You and Unsupervised mutually agree to extend Your Trial Period in writing. You acknowledge and accept that We may terminate Your use of the Services under the Free Plan at any time without liability. DURING THE TRIAL PERIOD AND USE UNDER THE FREE PLAN, WE WILL HAVE NO OBLIGATION WHATSOEVER TO CONTINUE PROVIDING THE SERVICES TO YOU. WE PROVIDE THE SERVICES UNDER THE FREE PLAN: (A) FREE OF CHARGE; (B) “AS IS”; AND (C) WITHOUT INDEMNIFICATION, WARRANTY, OR LIABILITY TO YOU OF ANY KIND. USE OF THE FREE PLAN IS AT YOUR OWN RISK.
   
   

3. Restrictions on Use. You may not use the Services or Documentation except as permitted in this Agreement and in compliance with applicable law. Without limiting the foregoing, You may not cause or permit any third party to: (i) use the Services in a manner prohibited by law, such as algorithmic discrimination against consumers based on perceived age, race, ethnicity, gender, disability, or other protected status under law; (ii) use the Services to process Protected Health Information (PHI) subject to special regulation under HIPAA or other applicable law; (iii) alter, modify or create any derivative works of the Services, the underlying source code, or the Documentation in any way; (iv) rent, lease, license, sublicense, encumber, sell, offer for sale, or otherwise transfer rights to the Services or Documentation; (v) port, reverse compile, reverse assemble, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services; (vi) copy, distribute, link, frame, mirror or otherwise make available any portion of the Services to any third party other than a third-party contractor who may only use the Services to support Your business; (vii) remove or alter any logos, trademarks, links, copyright or other notices, legends or markings from the Services or Documentation; (viii) attempt to bypass or tamper with the security, operation, use limits, or access control technology of the Services; (ix) attempt unauthorized access to the accounts or data of any other customer or User; (x) use the Services for benchmarking purposes or for competitive purposes or in a manner that imposes unusual demands on a Service outside of normal functions and operations; (xi) use, or allow the use of, the Service(s) by anyone located in, under the control of, or a national or resident of a U.S. embargoed country or territory or by a prohibited end user under export control laws; (xii) use the Service(s) to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumventing or disclosing the user authentication or security of the Service(s) or any host, network, or account related thereto; or (xiii) use the Service(s) or Documentation in a way that violates applicable law or infringes upon the rights of a third party, including those pertaining to contract, intellectual property, privacy, or publicity. Notwithstanding any other provision of this Agreement, in the event of breach of any restrictions in this Section 3, We shall have the right upon notice to immediately suspend Services until such breach is corrected.
   
   

4. Proprietary Rights.
   
   

a. Customer Data and Customer Materials. As between the parties, You will retain all right, title and interest in and to the information provided by or on your behalf for processing by the Services (“Customer Data”) and any other materials or information provided by or for You needed by Us to perform the Services and fulfill our obligations under this Agreement. Nothing in this Agreement will confer to Us any right of ownership or interest in the Customer Data or other materials, other than the limited license and rights set forth herein. Customer Data does not include completely anonymized or aggregated information produced for Company by the operation of Company’s SaaS or Software services that contains no personally identifying information and cannot be traced back in any manner to Customer or any entity or individual, such as general statistical information and prevalence of common data structures that can be used to improve the Services . CUSTOMER DATA WILL NOT BE USED IN TRAINING MODELS. 

b. Company Intellectual Property. We shall retain all right, title and interest in and to the Company Intellectual Property, and any changes, derivatives, corrections, developments, bug fixes, enhancements, updates and other modifications, improvements thereto by Us or on our behalf, and as between the parties all such rights shall vest in and be exclusively owned by Us. Nothing in this Agreement will confer on You any right of ownership or interest in any Company Intellectual Property, other than the limited license set forth herein. “Company Intellectual Property” means Our proprietary technology, including the Services and Documentation, websites, software tools, hardware designs, algorithms, software, APIs, user interface designs, architecture, documentation, network designs, know-how, and trade secrets, improvements, materials, methods, processes, formulas, techniques, deliverables and other information developed or otherwise made in whole or part by Us in the performance of the Services, and all intellectual property rights therein and thereto throughout the world (whether owned by Us or licensed to Us by a third party).

5. Feedback. We encourage You to provide suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the Services and related resources (“Feedback”). To the extent You provide Feedback, You grant Us a non-exclusive, royalty-free, fully paid, sub-licensable, transferable, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit Feedback (including by incorporation of such Feedback into the Services without restriction), provided that such Feedback does not identify You or Your Users or include any Customer Data or information derived from processing customer Data.
   
   

6. Support, Security and Privacy.
   
   

a. Support. We will use commercially reasonable efforts to provide basic support via our Websites to You or Your designated Customer contacts during Our ordinary business hours, unless otherwise set forth in Your Order.

b. Security. We shall maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Customer Data, in accordance with Unsupervised’s Security and Privacy statement available at https://www.unsupervised.com/resources/security-and-privacy-at-unsupervised, and incorporated by reference. Unsupervised maintains a SOC 2 Type II attestation. Our SOC 2 Type II report are available to any customers - just open a support ticket to request a copy. Without Your prior instructions or written consent, or that of Your authorized users, We shall not (i) modify Customer Data, (ii) disclose Customer Data to a third party (except as needed to perform the Service or if required to do so by law or governmental process), or (iii) access Customer Data except to provide the Services and prevent or address Service or technical problems. In the event of an intrusion or other breach of the Services security, Company shall use reasonable efforts to notify You of the breach, once a full investigation into the nature of the breach has been conducted and concluded, and sufficient steps to remediate or correct the breach have occurred to secure customer data and such steps would not be further jeopardized by such notification, and resolve the breach and recover any data disclosed as a result thereof.

7. Fees and Payment Terms.
   
   

a. Fees. You shall pay all Fees due associated with Your Use of the Services as set forth on Your Order (“Fees”). Notwithstanding the duration of Your Subscription Term, if You have met or exceeded Usage Limits, You will be unable to use the Services until you have ordered and paid for additional credits or entitlements. Unused credits against Usage Limits expire at the end of the Subscription Term.

I. Invoiced Customers: If you have been approved by Us to be invoiced for payments, then unless otherwise stated in Your Order, You will pay all Fees in accordance with the following: (a) Fees are invoiced in advance for the entire Subscription Term, and thereafter when you place an Order for additional credits or entitlements; and (b) payment will be due within thirty (30) days from the date of delivery of the invoice to You. Once accepted by Us, Your Order is non-cancellable and nonrefundable except as provided in this Agreement, and the Subscription Term as set forth in the order form is a continuous and non-divisible commitment for the entire duration of the 

II. General Payment Terms. All Fees are payable in United States dollars and are non-cancelable and non-refundable except as otherwise set forth herein. You shall be responsible for paying all sales, use, value added or other taxes we are required to collect, except for taxes based on Our income. For unpaid amounts due, not properly disputed, We may, without prejudicing any other rights or remedies available to Us, charge interest at the rate of 1% per month or the maximum rate permitted by applicable law, whichever is less, and suspend the Services until You have paid all Fees due. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Us reasonably necessary to collect any amount that is not paid when due, and not properly disputed.

b. Disputes. You will notify Us in writing in the event You have a good faith dispute as to Fees or taxes payable by You under this Agreement. You will provide such notice to Us prior to the due date of the invoice containing such Fees or taxes due that are in dispute and the We will work together with You in good faith to resolve the applicable dispute promptly. Calculations regarding Usage Limits will be based on Our system reports as the system of record. You will pay all amounts that are determined to be payable by resolution of the dispute within ten (10) days following such resolution.

8. Term and Termination. This Agreement commences when You accept the terms, and expires on the date of expiration or termination of all Subscription Terms (“Term of Agreement”). Each Order will state the Subscription Term for the Services ordered.
   
   

a. Auto-Renewal; Pricing. At the end of each Subscription Term, Your Order shall automatically renew for an additional Subscription Term of equal duration at the then-current pricing in effect as posted on Our website or communicated to You at least sixty (60) days prior to the end of Subscription Term, unless You or We notify the other party of the intent not to renew at least thirty (30) days prior to the end of the current Subscription Term. For clarity, note that Free Plans do not automatically renew.

b. Termination. You may choose to terminate this Agreement and all orders at any time for any reason with written notice, provided that upon such termination You will not be entitled to a refund of pre-paid Fees, and all remaining Fees for a then-current order or Subscription Term that are outstanding will become immediately due and payable. Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party for cause: (i) if after such notice period a material breach by the other party remains uncured, or (ii) if the other party becomes the subject of a petition of bankruptcy, or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

c. Effect of Termination. Immediately upon termination of this Agreement for any reason, You will cease use of the Services, pay in full all Fees due at the time of termination, and return or destroy all copies of Our Confidential Information. After the expiration or termination of this Agreement for any reason Your account shall be deactivated and all Customer Data deleted unless retention is required by law. All provisions of this Agreement which by their nature should survive cancellation or termination of this Agreement shall survive cancellation or termination.

9. Confidentiality.
   
   

a. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party to this Agreement (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Customer Data and any ancillary information, such as account information for Users. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was or becomes known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party as evidenced by written records, or (iii) is independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information.

b. Protection of Confidential Information. Receiving Party shall not disclose Disclosing Party’s Confidential Information to any third party except as permitted by this Agreement. Receiving Party shall only use Disclosing Party’s Confidential Information to fulfill its obligations under this Agreement. Receiving Party shall use the same degree of care to protect the confidentiality of the Confidential Information that it uses to protect its own confidential and proprietary information (but in no event less than reasonable care). Receiving Party may disclose Confidential Information to its employees, consultants, agents, and data Subprocessors (collectively “Representatives”), who reasonably need to know such Confidential Information for purposes of this Agreement, provided that Receiving Party shall ensure that such employees, consultants and agents are bound by obligations of confidentiality at least as protective of the Disclosing Party’s Confidential Information as the obligations in this Section. Receiving Party shall be liable for any disclosures of Confidential Information by its Representatives.

c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or governmental authority to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party shall limit any disclosure of Confidential Information pursuant to this Section to the extent strictly necessary to comply with the applicable request by such governmental entity. Any disclosure of Confidential Information pursuant to this Section shall not affect the confidential treatment of such disclosed Confidential Information.

d. Remedies. Receiving Party agrees that a breach of this Section may result in immediate and irreparable harm to Disclosing Party that money damages alone may be inadequate to compensate. Therefore, in the event of such a breach, the parties stipulate and agree that the Disclosing Party will be entitled to seek and obtain equitable relief, including but not limited to a temporary restraining order or preliminary injunction.

10. Indemnification.
    
    

a. By Us. We shall defend, indemnify and hold You harmless from and against all claims, losses and damages (including reasonable attorneys’ fees) made by a third party against You that the Services infringes that third party’s United States intellectual property rights, except to the extent such a claim arises from Your misuse or unauthorized use of the Services. If We believe that any portion of the Services may be subject to such a claim, then We may, at Our sole option and expense, procure for You the right to continue using the Service, modify or replace the infringing portions of the Service to allow for continued use, or if these alternatives are not commercially reasonable, refund any unused, prepaid Fees and terminate this Agreement. Notwithstanding the foregoing, the Our indemnification obligations set forth in this Section do not apply to, and We will have no obligation to You for, any claim that arises from (i) modifications to the Service by anyone other than Us or a third-party expressly instructed on Our behalf, (ii) modifications to the Service based upon specifications furnished by You (iii) You and/or any of Your Users’ unauthorized use of the Service other than as specified in this Agreement, the Order Form or in the applicable Documentation, or (iv) use of the Service in conjunction with third-party software, hardware, data, or services, or any other combination of the foregoing, unless such item is identified by Us as part of the system requirements for the Services. THIS SECTION 10(A) STATES OUR ENTIRE LIABILITY FOR INFRINGEMENT RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND SHALL NOT APPLY DURING ANY TRIAL PERIOD OR UNDER ANY FREE PLAN.

b. By You. You agree to defend, indemnify and hold Us harmless from and against all claims, losses and damages, suits, government investigations, fines, actions, damages, settlements, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) for any breach of Your representations, warranties and covenants set forth in Section 11(c) (“Warranty by Customer for Customer Data”), or breach of Section 3 (“Restrictions on Use”).

c. Indemnification Procedures. As a condition to being indemnified under this Agreement, the party seeking indemnification shall: (i) promptly notify the indemnifying party of the claim; (ii) allow the indemnifying party sole control of the defense and settlement of such claim; and (iii) provide assistance, at the indemnifying party’s expense, in defending or settling the claim. The indemnifying party shall keep the indemnified party informed of and consult with the indemnified party in connection with the progress of such litigation or settlement, and not settle any such claim in a manner that does not unconditionally release the indemnified party without the indemnified party’s written consent, not to be unreasonably withheld or delayed.

11. Limited Warranties; Disclaimers.
    
    

a. Services. We warrant for duration of the Subscription Term that the Services will operate in substantial conformance with the Documentation when used in normal operating conditions. Your exclusive remedy for breach of this warranty is to notify Us in writing in reasonable detail of the non-conforming aspect of the Services during the warranty period, and upon receipt of such notice, We, at Our option, will either use commercially reasonable efforts to modify and provide an update to the Software so that it is in conformance with this warranty requirement, or provide a commercially reasonable work-around within a reasonable period of time. Notwithstanding any other provision of the Agreement, this Section sets forth Your exclusive rights and remedies and Our sole liability in connection with the warranty related to the performance of the Services
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b. Professional Services. We warrant to You that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry practices and the terms and conditions herein. However, if You do not provide Us timely access to Your Customer Materials in Our performance of Professional Services, then Our performance will be excused until You do so. Your exclusive remedy for breach of this warranty is to notify Us in writing within thirty (30) days of the non-conforming Services. Upon receipt of such notice, at Our option, We will either use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements or will terminate the affected Professional Services and will refund You the prorated amount of Fees for the unperformed and non-conforming Professional Services. This Section sets forth Your exclusive rights and remedies and Our sole liability in connection with the performance of Professional Services.

c. Warranty by Customer for Customer Data. You covenant and warrant to us that You have the legal right, licenses, and consents as needed for us to process the Customer Data for You as provided by this Agreement. Further, You covenant and warrant to Us that You will not use the Services in a manner that results in an unlawful differential treatment or impact that disfavors an individual or group of individuals on the basis of their actual or perceived age, color, disability, ethnicity, genetic information, limited proficiency in the English language, national origin, race, religion, reproductive health, sex, veteran status, or other classification protected under state or federal law.

d. EXCEPT FOR THE FOREGOING, WE PROVIDE THE SERVICES AND DOCUMENTATION “AS IS” WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE FREE FROM ERRORS OR VIRUSES, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE WE HAVE NO RESPONSIBILITY FOR THIRD-PARTY DATA OR SERVICES YOU CHOOSE TO USE IN CONJUNCTION WITH THE SERVICES. YOU AND YOUR AUTHORIZED USERS ARE RESPONSIBLE FOR ALL DECISIONS MADE, ADVICE GIVEN, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON YOUR USE OF THE SERVICES AND THE RESULTS YOU OBTAIN. THE SERVICES USE AI MODELS THAT GENERATE PREDICTIONS BASED ON PATTERNS IN DATA YOU MAKE AVAILABLE FOR PROCESSING. OUTPUT GENERATED BY AN AI MODEL IS PROBABILISTIC, AND GENERATIVE AI MAY PRODUCE INACCURATE OR INAPPROPRIATE CONTENT. UNSUPERVISED IS NOT RESPONSIBLE FOR OUTPUT RELIABILITY, ACCURACY, OR ACHIEVEMENT OF RESULTS FROM YOUR USE OF THE SERVICES.

12. General Limitation of Liability. NEITHER PARTY SHALL BE LIABLE HEREUNDER TO THE OTHER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, WHETHER OR NOT FORESEEABLE AND EVEN IF SUCH PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, AND CLAIMS BASED ON GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY FOR ANY FAILURE OF A SERVICE ARISING FROM OR RELATED TO (I) ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER THIRD-PARTY UNAUTHORIZED ACCESS, (II) YOUR OR YOUR USERS’ FAILURE TO CONFIGURE THE SERVICE IN CONFORMANCE WITH THE DOCUMENTATION, (III) YOUR OR YOUR USERS’ FAILURE TO PROVIDE ACCURATE CUSTOMER DATA TO THE SERVICE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
    
    

13. Modifications to this Agreement. We reserve the right, at Our sole discretion, to modify or replace any part of this Agreement by (i) posting a revised Agreement on Our site with a new date, or (ii) providing notice to You of the change. Modifications will take effect at the start of the calendar month following notice for self-service month-to-month plans, and at the end of the prepaid Subscription Term for all other plans.
    
    

14. Independent Contractors. The parties to this Agreement are independent contractors and no agency, partnership, joint venture, employment or similar relationship exists between them. Neither party has the authority to bind the other or incur any obligation on its behalf.
    
    

15. Choice of Law; Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Colorado without regard to its conflict of laws provisions. For any dispute with Us, You agree to first contact Us and attempt to resolve the dispute with Us informally. In the unlikely event that We have not been able to resolve a dispute with You after sixty (60) days, any controversy or claim arising out of or relating to this Agreement on an individual basis only and not on behalf of a class, or the breach hereof, shall be settled by arbitration in the city of Denver, Colorado, by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS. JAMS may be contacted and its rules reviewed at www.jamsadr.com. Any award shall be final, binding and conclusive. A judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section shall be deemed as preventing either party from seeking a preliminary injunction or other equitable relief from the courts in appropriate cases.
    
    

16. Publicity. Neither Party shall refer to the identity of the other Party in promotional material, publications or other forms of publicity relating to the Service unless the prior written consent of the other Party has been obtained; provided, however, that We may use Your name and logo for the limited purpose of identifying You as a customer of Our Services on Our websites, and in other marketing materials distributed by Us (which may include emails and other web and print materials), and We agree to comply with any trademark usage policies or brand guidelines You provide to Us for such purposes.
    
    

17. Export laws. You represent and warrant that (a) You are not located in or a national of a country subject to a United States Government embargo, (b) You will not access or use the Services (and will not permit any third parties including Your Users to do so either) in any country embargoed by the United States, (c) neither You, nor Your Users are a foreign military end-user, military-intelligence end-user or other foreign person or entity blocked or denied by the United States Government, (d) that You will not place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations, (e) You will not use the Services for any purpose prohibited by United States or applicable international import and export laws and regulations, including without limitation the development and creation of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned aerial vehicle systems, or military and military-intelligence end-uses, and (f) You are entirely responsible for Your compliance with all applicable United States laws and regulations and with all applicable local laws and regulations related to export and import.
    
    

18. Assignment. Neither party shall assign this Agreement without the written consent of the other party, not to be unreasonably withheld or delayed, except assignment without consent but with written notice is permitted in the event of a merger, acquisition, sale of substantially all the assets of a party or any similar transaction. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
    
    

19. Entire Agreement. This Agreement (or Your separate agreement with Us as applicable), along with Your Order and the exhibits attached hereto or incorporated by reference, constitute the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings. The failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.