Locus Lock, Inc. - Evaluation Kit Terms and Conditions 

These Evaluation Kit Terms and Conditions (these “Terms”) are between Locus Lock, Inc. (“Company”) and the individual  or entity that has executed or placed an Order with Company. Each Order, once executed or accepted by Company, is incorporated by  reference into these Terms. COMPANY’S ACCEPTANCE OF YOUR ORDER IS EXPRESSLY CONDITIONED UPON YOUR  ACCEPTANCE OF THESE TERMS. ANY ADDITIONAL, INCONSISTENT, OR CONFLICTING TERMS OR CONDITIONS  CONTAINED IN ANY REQUEST FOR QUOTATION, PURCHASE ORDER, ACKNOWLEDGMENT, OR OTHER DOCUMENT  ISSUED BY YOU ARE HEREBY EXPRESSLY REJECTED AND SHALL BE OF NO FORCE OR EFFECT. COMPANY’S  FAILURE TO OBJECT TO ANY SUCH TERMS SHALL NOT BE DEEMED A WAIVER OF THESE TERMS, NOR AN  ACCEPTANCE OF ANY SUCH ADDITIONAL, INCONSISTENT, OR CONFLICTING TERMS. NO CONDUCT,  COMMUNICATION, OR PRIOR COURSE OF DEALING BETWEEN THE PARTIES SHALL MODIFY, VARY, OR  SUPPLEMENT THESE TERMS UNLESS EXPRESSLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES. 

BY EXECUTING OR PLACING AN ORDER (INCLUDING THROUGH THE WEBSITE), OR BY CLICKING A BOX OR  BUTTON INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU AGREE TO FOLLOW AND BE BOUND BY  THESE TERMS. IF YOU ARE PLACING SUCH AN ORDER ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,  YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS  OF THE ORDERING DOCUMENT AND THESE TERMS AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN  THESE GENERAL TERMS SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF  YOU OR SUCH ENTITY DO NOT AGREE TO FOLLOW AND BE BOUND BY THESE TERMS, YOU SHALL NOT PLACE  AN ORDER OR USE PRODUCTS. 

1. DEFINITIONS 

1.1 “Confidential Information” means any information disclosed by Company to You, whether before or after the date of  these Terms, that (1) is in written, graphic, machine readable or  other tangible form and is marked “Confidential”, “Proprietary”  or in some other manner to indicate its confidential nature, (2) if  not marked, You should reasonably understand to be the  confidential or trade secret information of Company, or (3) is oral  information disclosed by Company to You, provided that such  information is designated as confidential at the time of disclosure  and Company reduces such information to writing within a  reasonable time after its oral disclosure, and such writing is  marked in a manner to indicate its confidential nature and  delivered to You. 

1.2 “Documentation” means user manuals, installation manuals,  guides, or similar materials provided by Company with the Products. 

1.3 “Field” means all fields except (1) space weather monitoring  from ground-based sensors, and/or (2) cellular base station  antennas or any related equipment used in the field of cellular  base stations space weather monitoring, in connection with GNSS  receivers, at altitudes below 100 km from the Earth’s surface,  including, without limitation, ionospheric monitoring;  ionospheric weather forecasts and specification on a regional and  global scale using data assimilation algorithms; radio propagation  predictions; ionospheric corrections for RF systems; geolocation  of radio signals; scintillation measurements and analysis; GNSS  quality control and TEC calibration; precise geodetic positioning;  geodetic and seismic monitoring for volcano- or earthquake monitoring arrays; WAAS-like systems for the airline industry;  measurement of precipitable water vapor in the troposphere; including any related educational outreach and scientific research  (the restriction in subsection (2) above, the “Additional Field  Restriction”). For clarity with respect to all applicable field restrictions set forth above, space weather monitoring activities  may be done using spacecraft bound for and capable of reaching  100 km from the surface of the Earth. 

1.4 “Hardware” means Company hardware product(s),  including components, options, and spare parts. 

1.5 “Integrated Software” means Software that is installed and  executed directly on the Hardware. 

1.6 “Minor Update” means any update, bug fix, patch, error  correction, or other modification to the Software that (1) does not  materially change the core functionality or performance of the  Software and (2) is made primarily to improve stability, security,  or compatibility. 

1.7 “Online Order” means an order for Products placed by You  through the Website checkout process and accepted by Company  pursuant to Section 4.3. 

1.8 “Open Source Component” means any Software component  that is subject to any open source license agreement, including  any software available under the GNU General Public License,  GNU Lesser General Public License, Mozilla Public License,  Apache License, BSD licenses, or any other license that is  approved by the Open Source Initiative. 

1.9 “Order” means a written order for Products that is executed  by Company and You and that incorporates these Terms by  reference, and includes each Online Order. 

1.10 “Products” means the Hardware and Software products as  identified on Your Order(s). 

1.11 “Software” means any software, computer program, library, tool, utility, program, code, Product firmware and Product  software, any software or programs provided by or on behalf of  Company and locally installed on Your systems or accessed by  You (including cloud-based and PaaS and SaaS based solutions)  in connection with the Products, including any Minor Updates to  the foregoing provided to You by Company. 

1.12 “Website” means Company’s website(s) and online  store(s), including the website located at locuslock.com, any  Company online store hosted on a third-party e-commerce  platform, and any successor sites through which Company offers  Products for purchase. 

1.13 “You” or “Your” refers to the individual or entity that has  executed or placed the Order that incorporates these Terms. 

2. HARDWARE 

2.1 Delivery and Risk of Loss

Title and risk of loss or damage  to Hardware passes to You when Company delivers the Hardware  to the shipping carrier. You are responsible for all delivery costs,  including all loading, transportation, and insurance costs  associated with the delivery of Hardware to Your designated  delivery location. Unless otherwise agreed in writing by the  parties, Company will deliver the Hardware freight prepaid,  provided that You shall reimburse Company for all applicable  costs of carriage, freight, insurance (if applicable), taxes, duty and  other related shipping charges. In no event shall Company be  liable for any delays, loss, or damage to Hardware in transit.  Company may, in its sole discretion, without liability or penalty,  make partial shipments of Hardware. Each partial shipment  constitutes a separate sale, and You shall pay for the units shipped  whether such shipment is in whole or partial fulfillment of the  quantity ordered. The quantity of any partial shipment as  recorded by Company on dispatch from Company’s facility is  conclusive evidence of the quantity received by You on delivery  unless You can provide conclusive evidence proving the contrary.  Company will provide You with a copy of the Documentation for  the applicable Hardware. For Online Orders, shipping and  handling charges and delivery options will be as displayed or  selected at checkout. 

2.2 Inspection and Rejection of Nonconforming Hardware

You will be deemed to have accepted all Hardware in a delivery unless, within five (5) business days of receipt, You notify  Company in writing of any nonconforming Hardware and furnish  evidence and other documentation as reasonably required by  Company of the nonconformance. If You timely notify Company  of any nonconforming Product, Company shall, in its sole  discretion, (1) replace such nonconforming Hardware with  conforming Hardware, or (2) credit or refund the price for such  nonconforming Hardware. In each case, You shall return at Your  expense and risk of loss, the nonconforming Hardware to  Company’s designated facility. The remedies in this Section 2.2  are Your sole and exclusive remedies for the delivery of  nonconforming Hardware, and except as provided under this  Section 2.2, You have no right to return or be refunded for  Hardware purchased under these Terms. Company has no  obligations under this Section 2.2 for any non-conforming  Hardware due to: (a) modification or repair of the Hardware by  anyone other than Company; (b) misuse, damage, destruction of  the Hardware, or storage of the Hardware outside of the  specifications set forth in the Documentation; or (c) Hardware  purchased from anyone other than directly from Company. 

3. SOFTWARE 

3.1 Software License

All Software provided by Company is  licensed, not sold. Subject to Your compliance with this Section  3.1 and Sections 3.2 and 3.3 and Your payment of amounts due  under these Terms, Company hereby grants You a non-exclusive,  non-sublicensable, and non-transferable license during the  Subscription Term to: (1) install the Integrated Software in object  code form only on the applicable Hardware and use such  Integrated Software as installed on such Hardware, (2) install and  use the non-Integrated Software in object code form only on Your  own computer equipment, but solely in connection with Your use  of purchased Hardware that is not EOL. The licenses granted in  this Section 3.1 shall have the subscription term set forth in the  applicable Order (the “Subscription Term”). If the Order  indicates that the Subscription Term is perpetual, the licenses  granted in this Section 3.1 are perpetual until the applicable  Hardware for which the licenses are granted is either no longer  functioning or is subject to an end-of-life notice (“EOL Notice”)  provided by Company. Company will provide You with as much  notice as is reasonably practicable for any EOL Notice for a  Hardware Product. If the Hardware for which You received a  Software license is no longer functioning or receives an EOL  Notice, You may not transfer or reproduce the Software to  operate on different Hardware absent a separate written  agreement from Company. You may interface and use the  Software with software programs owned or licensed by You, to  permit that software program to interoperate with the Software  for the sole purpose of providing Your products or services to  authorized end users. You shall not obtain any ownership interest  in the Software nor create or own derivative works thereof merely  because the Software was interfaced or used with Your software  programs. Upon expiration of the Subscription Term, You shall  uninstall and delete all Software from the Hardware and Your  computer equipment. 

3.2 Field Limitations and Hardware EOL

The Licenses  granted in Section 3.1 are granted solely in the Field as follows:  (1) if Your Product deployment includes only RadioLion and  GRID Products, the “Field” definition in Section 1 shall exclude  the Additional Field Restriction; and (2) if Your Product  deployment includes all of RadioLion, GRID, and PpEngine  Products, then the Additional Field Restriction shall apply. 

3.3 Other Restrictions

You shall not, and shall not permit,  authorize, or assist any third party to: (1) reproduce, modify,  adapt, translate, reverse engineer, decompile, disassemble, or  attempt to derive the source code of any part of the Software; (2) use or integrate the Integrated Software with hardware other than  the Hardware or the non-Integrated Software with any software,  hardware, or system other than Your computer equipment on  which such Software is designed to operate; (3) sell, resell,  license, sublicense, distribute, rent or lease any part of the  Software or provide any third party with access to the Software  (including as a service bureau or outsourcing offering); (4)  disclose to any third party any results of any benchmark or other  performance tests of the Software; (5) use the Software to  perform any competitive analysis or develop any competitive  product or service; (6) remove, alter, or obscure any proprietary  rights notices contained in or affixed to the Software; (7) remove  or circumvent any technical limitations, license keys, time-based  restrictions or other technological controls or security features  embedded in or provided with the Software; or (8) use the  Software to store or transmit any malicious code. 

3.4 Minor Updates

Company will provide You with Minor Updates to the Software when and as available free-of-charge.  Company has no obligation to provide You with technical support  or training for the Products.  

3.5 Open Source Software

Certain components of the Software  may be covered by so-called “open source” software licenses  (“Open Source Components”), which means any software  licenses approved as open source licenses by the Open Source  Initiative or any substantially similar licenses, including without  limitation any license that, as a condition of distribution of the  software licensed under such license, requires that the distributor  make the software available in source code format. Company  shall provide a list of Open Source Components for the Software  on Your request. To the extent required by the licenses covering  Open Source Components, the terms of such licenses will apply  to such Open Source Components in lieu of these Terms. To the  extent the terms of the licenses applicable to Open Source  Components prohibit any of the restrictions in these Terms with  respect to such Open Source Component, such restrictions will  not apply to such Open Source Component. To the extent the  terms of the licenses applicable to Open Source Components  require Company to make an offer to provide source code or  related information in connection with the Open Source  Components, such offer is hereby made. Any request for source  code or related information should be directed only to: support@locuslock.com.  

3.6 Third-Party Components

Certain components of the  Software may be covered by third-party proprietary license or  services agreements and are not Open Source Components (such  components, “Third-Party Components”). These Third-Party Components are subject to separate license agreements or terms  and conditions (the “Third-Party Terms”), which are provided  with the Software or otherwise made available to You upon  request. You agree that: (1) Your use of each Third-Party  Component is governed solely by the applicable Third-Party  Terms; (2) Company makes no representations or warranties with  respect to such Third-Party Components and expressly disclaims  any liability or obligation with respect thereto; (3) to the extent  required by the applicable Third-Party Terms, such Third-Party  Components are licensed to You directly by the third-party  licensors and not sublicensed by Company; and (4) You shall  comply with all applicable Third-Party Terms in connection with  Your use of the Software. 

3.7 License Verification; Compliance Data

You acknowledge  and agree that the Products include license management and  export-control compliance functionality and that, when  connected to the internet, a Product may periodically  communicate with Company servers and transmit to Company:  (1) the license key(s) associated with such Product; (2) license  status and expiration information; and (3) encrypted, reduced precision geographic location information (for example, city,  state or province, and country, and not precise GPS coordinates)  sufficient for export-control compliance and license enforcement  (collectively, “Compliance Data”). Compliance Data is  encrypted in transit. Company servers may also log metadata  associated with such communications, such as the public IP  address from which a Product connects, and Company may  associate Compliance Data and such metadata with Your account  information (such as name, email address, and organization) for  customer logging and observability purposes. The Products are  not designed to transmit usernames, passwords, passkeys,  personally identifiable information, customer files, mission data,  navigation history, or other operational or customer data to  Company. You consent to the collection and transmission of  Compliance Data as described in this Section, and You grant  Company the right to collect, store, and use Compliance Data for  license management, export-control compliance, compliance  logging and auditing, customer logging and observability, Product security, and enforcement of these Terms. Company does  not sell Compliance Data or such metadata and does not disclose  them to third parties except to service providers assisting  Company with the foregoing purposes or as required by  applicable law. You shall not block, disable, or interfere with the  functionality described in this Section. 

3.8 Export Control Features

The Products contain technical  controls intended to support compliance with applicable export control laws and regulations, including operational altitude and  velocity limits (collectively, “Export Control Features”). You  shall not, and shall not permit, authorize, or assist any third party  to, disable, alter, interfere with, spoof, bypass, or otherwise  circumvent any Export Control Feature or any other compliance  mechanism embedded in or provided with the Products. Without  limiting any other right or remedy available to Company,  Company may suspend or terminate the operation or functionality  of any Software, or any license granted under these Terms, in  whole or in part, immediately and with or without notice, if  Company reasonably believes that (1) any Export Control Feature  or other compliance mechanism has been disabled, bypassed,  circumvented, or tampered with, or (2) continued operation of  any Product would violate applicable law or these Terms.

4. PAYMENT 

4.1 Payment Terms

You shall pay all amounts due under the  applicable Order(s), U.S. dollars pursuant to the payment terms  on such Order, or if no payment terms are set forth therein, no  later than thirty (30) days following Your receipt of the applicable  invoice from Company. Your payments are exclusive of all sales,  use, and excise taxes, and any other similar taxes, duties, and  charges of any kind imposed by any governmental authority. You  shall be responsible for all such charges, costs, and taxes;  provided, that, You shall not be responsible for any taxes imposed  on, or with respect to, Company’s income, revenues, gross  receipts, personnel, real or personal property, or other assets.  Upon notice to You, Company is entitled to suspend delivery to  You of any Products if You fail to pay any amounts when due  hereunder. 

4.2 Late Payments

Any invoiced amounts due and unpaid may  be subject to interest at a rate equal to the lesser of (1) the rate of  1.5% per month, and (2) the highest rate permissible under  applicable law, compounded daily. Such charge shall be in  addition to all other remedies available to Company under these  Terms or at law. You shall reimburse Company for all costs  incurred in collecting any late payments, including, without  limitation, attorneys’ fees. 

4.3 Online Orders

Company may make certain Products  available for purchase through the Website. The Website is  intended for business, institutional, academic, and governmental  customers, and by placing an Online Order You represent that  You are purchasing the Products for business or professional use  and not for personal, family, or household purposes. Your  placement of an Online Order constitutes an offer by You to  purchase the applicable Products subject to these Terms. An  Online Order is accepted by Company only when Company ships  the applicable Hardware, delivers the applicable license key(s) or  Software access, or otherwise expressly confirms acceptance,  whichever occurs first, and an automated order acknowledgment  or the processing of Your payment does not by itself constitute  acceptance. Company may, without liability or penalty, reject,  cancel, or limit any Online Order (or any portion thereof),  whether before or after acceptance or the processing of payment,  due to: (1) unavailability of inventory; (2) errors in pricing,  Product descriptions, or availability displayed on the Website; (3)  suspected fraud or unauthorized or unlawful payment; (4) the  results of any export, sanctions, or restricted-party screening  conducted by Company; (5) applicable law; or (6) Your actual or  suspected breach of these Terms. If Company rejects or cancels  an Online Order after payment has been processed, Company’s  sole obligation and liability, and Your sole and exclusive remedy,  is a refund of the amounts paid for the rejected or cancelled  portion of such Online Order. 

4.4 Online Payments

Payments for Online Orders are due at  checkout and are processed by third-party payment processors,  and Your payment may be subject to the terms and privacy policies of such payment processors. You represent that You are  authorized to use the payment method You provide, and You  authorize Company and its payment processors to charge such  payment method for the total amount of Your Online Order,  including all applicable taxes, shipping and handling charges, and  other amounts displayed at checkout. Company is not liable for  any error, interruption, or unavailability attributable to any third party payment processor or e-commerce platform. 

4.5 Website Pricing; Availability; Electronic Delivery

All prices, Product descriptions, specifications, and availability  displayed on the Website are subject to change at any time  without notice, and the display of Products on the Website does  not constitute a binding offer by Company. Taxes, shipping, and  handling charges applicable to an Online Order will be as  displayed at checkout. In the event of an error in pricing, Product  descriptions, or availability on the Website, Company may cancel  any affected Online Order as provided in Section 4.3. Company  may deliver Software, license keys, and Documentation for  Online Orders electronically, including by making them available  through Your account on the Website, and electronic delivery is  deemed to occur when the applicable item is first made available  to You. You consent to receive electronically all records, notices,  disclosures, and other communications relating to Online Orders.  Your use of the Website is also subject to any terms of use and  privacy policy posted on the Website. 

5. INTELLECTUAL PROPERTY 

5.1 Ownership

Except for the limited sale of Hardware under  these Terms, Company retains all right, title, and interest  (including all intellectual property rights) in and to the Products  and Documentation and any derivative works thereof. 

5.2 Feedback

You may provide suggestions, comments or other  feedback (“Feedback”) to Company with respect to the Products.  All Feedback is entirely voluntarily and shall not, absent a  separate written agreement between the parties, create any  confidentiality obligation for Company. You hereby grant  Company a non-exclusive, perpetual, irrevocable, worldwide,  royalty-free, fully paid-up, sublicensable (through one or more  tiers of sublicensees), and transferable license to use, make, have  made, sell, offer for sale, import, practice, disclose, reproduce,  create derivative works of, perform, display, license, distribute,  or otherwise exploit the Feedback without restriction. 

6. CONFIDENTIALITY 

6.1 Obligations

You shall not use Confidential Information  except to exercise Your rights and perform Your obligations  under these Terms. You shall not disclose Confidential  Information to any third party without the prior written approval  of Company. You shall disclose Confidential Information  internally only to Your employees who need to know  Confidential Information for You to exercise Your rights and  perform Your obligations under these Terms and who are bound  by written confidentiality obligations at least as protective as these Terms. You shall take precautions to prevent disclosure or  use of Confidential Information other than as authorized in these  Terms. Those precautions must be at least as effective as those  taken by You to protect Your own Confidential Information or  those that would be taken by a reasonable person in Your  position, whichever are more effective. You shall promptly notify  Company of any actual or suspected misuse or unauthorized  disclosure of Company’s Confidential Information. 

6.2 Exceptions

You have no obligations under Section 6.1 with  respect to information that (1) was already public when Company  discloses it to You or becomes public (other than as a result of  breach of these Terms by You) after Company discloses it to You,  (2) when Company discloses it to You, is already in Your  possession as the result of disclosure by a third party not then  under an obligation to Company to keep that information  confidential, (3) after Company discloses it to You, is disclosed  to You by a third party not then under an obligation to Company  to keep that information confidential, or (4) was independently  developed by You without any use of or reference to Company’s  Confidential Information. 

6.3 Compelled Disclosure

If You are required to disclose  Confidential Information pursuant to the order or requirement of  a court, administrative agency, or other governmental body, You  shall, prior to any such disclosure (1) provide prompt notice to  Company of such disclosure requirement and (2) cooperate with  Company to obtain a protective order or otherwise prevent public  disclosure of such information. You shall limit any required  disclosure to the Confidential Information required to be  disclosed. 

6.4 Return of Confidential Information

Upon termination of  these Terms, You shall deliver to Company all of Company’s  Confidential Information that You have in Your possession or  control or at the request of Company, destroy it. 

6.5 Injunctive Relief

Any breach of Your obligations with  respect to Confidential Information and intellectual property  rights may cause substantial harm to Company, which could not  be remedied by payment of damages alone. Company has the  right to seek preliminary and permanent injunctive relief for such  breach in any jurisdiction where damage may occur without a  requirement to post a bond, in addition to all other remedies  available to it for any such breach. 

7. NO WARRANTY; DISCLAIMERS AND LIMITATIONS 

7.1 Disclaimer of Warranties

NOTWITHSTANDING  ANYTHING TO THE CONTRARY IN THESE TERMS,  COMPANY MAKES NO WARRANTY WHATSOEVER  WITH RESPECT TO THE PRODUCTS (INCLUDING ANY  THIRD-PARTY COMPONENTS OR OPEN SOURCE  COMPONENTS THEREIN), INCLUDING ANY (1)  WARRANTY OF MERCHANTABILITY; (2) WARRANTY  OF FITNESS FOR A PARTICULAR PURPOSE; (3)  WARRANTY OF TITLE; (4) WARRANTY AGAINST  INFRINGEMENT OF INTELLECTUAL PROPERTY  RIGHTS; WHETHER EXPRESS OR IMPLIED BY LAW,  COURSE OF DEALING, COURSE OF PERFORMANCE,  USAGE OF TRADE OR OTHERWISE. ALL PRODUCTS ARE  PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY  KIND. WITHOUT LIMITING THE FOREGOING, COMPANY  SPECIFICALLY DOES NOT WARRANT, GUARANTEE OR  MAKE ANY REPRESENTATIONS: (A) THAT PRODUCTS  WILL MEET YOUR REQUIREMENTS; (B) THAT  PRODUCTS WILL BE ERROR FREE OR FUNCTION IN AN  UNINTERRUPTED MANNER; OR (C) REGARDING THE  USE, OR THE RESULTS OF THE USE, OF THE PRODUCTS  IN TERMS OF CORRECTNESS, ACCURACY,  RELIABILITY, CURRENTNESS, OR OTHERWISE. YOU  ASSUME THE ENTIRE RISK AS TO THE RESULTS AND  PERFORMANCE OF PRODUCTS. 

7.2 Third-Party Components

IN THE EVENT A PRODUCT  CONTAINS ANY THIRD-PARTY COMPONENT,  COMPANY MAKES NO REPRESENTATIONS OR  WARRANTIES WITH RESPECT TO ANY THIRD-PARTY  COMPONENT, INCLUDING ANY (1) WARRANTY OF  MERCHANTABILITY; (2) WARRANTY OF FITNESS FOR A  PARTICULAR PURPOSE; (3) WARRANTY OF TITLE; OR  (4) WARRANTY AGAINST INFRINGEMENT OF  INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;  WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF  DEALING, COURSE OF PERFORMANCE, USAGE OF  TRADE OR OTHERWISE. 

7.3 Notice Regarding Products Equipped with Satellite or  Wireless Technology

THE USE, FUNCTION, AND  RELIABILITY OF CERTAIN PRODUCTS IS DEPENDENT  ON THE AVAILABILITY AND COVERAGE OF WIRELESS  NETWORKS, TELECOMMUNICATIONS NETWORKS,  SATELLITE POSITIONING SYSTEMS, AND THE  INTERNET, WHICH INVOLVE FACILITIES OWNED AND  OPERATED BY THIRD PARTIES. COMPANY IS NOT  RESPONSIBLE FOR THE OPERATION, AVAILABILITY OR  FAILURE OF SUCH THIRD PARTY SYSTEMS OR  FACILITIES. 

7.4 Limitation of Liability

TO THE FULL EXTENT  ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT  SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD  PARTY FOR ANY LOSS OF USE, LOSS OF REVENUE OR  PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE, OR  CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL,  EXEMPLARY, OR PUNITIVE DAMAGES WHETHER  ARISING OUT OF BREACH OF CONTRACT, TORT  (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE OR  WILLFUL MISCONDUCT) OR OTHERWISE. IN NO EVENT  SHALL COMPANY’S AGGREGATE LIABILITY ARISING  OUT OF OR RELATED TO THESE TERMS, WHETHER  ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR  OTHERWISE, EXCEED THE GREATER OF THE AMOUNTS  PAID BY YOU TO COMPANY HEREUNDER OR $100. THE  LIMITATIONS IN THIS SECTION 7 APPLY REGARDLESS  OF WHETHER SUCH DAMAGES WERE FORESEEABLE  AND WHETHER OR NOT COMPANY HAS BEEN ADVISED  OF THE POSSIBILITY OF SUCH DAMAGES, AND  NOTWITHSTANDING THE FAILURE OF ANY AGREED  OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

7.5 Indemnification by You

You shall indemnify, defend and  hold harmless Company and its officers, directors, employees,  agents, affiliates, successors and permitted assigns against any  and all losses, damages, liabilities, deficiencies, claims, actions,  judgments, settlements, interest, awards, penalties, fines, costs, or  expenses of whatever kind, including attorneys’ fees, fees and the  costs of enforcing any right to indemnification under these Terms  and the cost of pursuing any insurance providers, relating to,  arising out of, or resulting from any claim arising out of or  occurring in connection with Your use or exploitation of the  Products, Your non-compliance with applicable law, negligence,  gross negligence, willful misconduct or breach of these Terms.  You shall not enter any settlement without Company’s prior  written consent. This Section 7.5 applies only to the fullest extent  permitted by applicable law, and does not apply if and to the  extent You are a federal, state, local, or other governmental entity,  agency, or authority, or a public college, university, or other  public educational institution, that is prohibited by applicable law  from agreeing to indemnification obligations. 

8. TERMINATION 

8.1 Termination

In addition to any remedies that may be  provided under these Terms, Company may terminate these  Terms with immediate effect upon written notice to You, if You  (1) fail to pay any amount when due under these Terms and such  failure continues for thirty (30) days after Your receipt of written  notice of nonpayment or (2) breach these Terms and fail to cure  such breach (if capable of being cured) within thirty (30) days  after Your receipt of written notice from Company. 

8.2 Effect of Termination

Upon termination of these Terms,  Your licenses to the Software will automatically terminate and  You shall uninstall and delete the Software from all equipment or  devices and certify such uninstallation in writing. The provisions  of Sections 1, 3.2, 3.3, 3.5, 3.7, 3.8, 4-9 shall survive any  termination of these Terms. 

9. MISCELLANEOUS 

9.1 Governing Law and Jurisdiction

Colorado law governs all  adversarial proceedings arising out of these Terms. Any  adversarial proceeding arising out of these Terms shall be brought  exclusively in the state and federal courts located in Denver  County, Colorado. 

9.2 Compliance with Law; Export Control

You shall comply  with all applicable laws, regulations, and ordinances. You shall maintain in effect all the licenses, permissions, authorizations,  consents, and permits that You need to conduct Your obligations  under these Terms. You may not use or otherwise export or re export the Products except as authorized by the laws of the  jurisdiction in which they were obtained. The Products are  subject to the U.S. Export Administration Regulations, and You  are solely responsible for obtaining any license or other  authorization required for Your export, re-export, or transfer of  the Products. In particular, but without limitation, the Products  may not be exported or re-exported in violation of export laws,  including if applicable export or re-export into any US embargoed countries or to anyone on the US Treasury  Department’s list of Specially Designated Nationals or the US  Department of Commerce Denied Person’s List or Entity List.  You represent that You are not located in any country or on any  list where the provision of Products to You would violate  applicable law. You shall not, directly or indirectly, use or enable  use of Products for any purposes prohibited by applicable law or  export or re-export any Product with knowledge that it will be  used in the design, development, production or use of chemical,  biological, nuclear or ballistic weapons, or assist, permit, or  authorize any third party to do so. It is Your responsibility to  know the laws pertaining to export and import procedures in the  country of destination of the Products. To the fullest extent  permitted by applicable law, You shall defend, indemnify, and  hold Company harmless against any liability (including  attorneys’ fees) arising out of Your failure to comply with this  Section. 

9.3 Severability; Interpretation

The parties acknowledge that  if a dispute between the parties arises out of these Terms or the  subject matter of these Terms, they would want the court to  interpret these Terms as follows: (1) with respect to any provision  that it holds to be unenforceable, by modifying that provision to  the minimum extent necessary to make it enforceable or, if that  modification is not permitted by law, by disregarding that  provision; (2) if an unenforceable provision is modified or  disregarded in accordance with this Section, by holding that the  rest of these Terms will remain in effect as written; (3) by holding  that any unenforceable provision will remain as written in any  circumstances other than those in which the provision is held to  be unenforceable; and (4) if modifying or disregarding the  unenforceable provision would result in failure of an essential  purpose of these Terms, by holding these entire Terms  unenforceable. The headings in these Terms are for reference  only and shall not affect the interpretation of these Terms. Any  use of the singular includes the plural and vice versa, and any use  of a gender includes all genders. The words “include,”  “includes,” and “including” shall be deemed to be followed by  the phrase “without limitation.” The parties agree that these  Terms shall be deemed to have been drafted jointly by the parties,  and no presumption or burden of proof shall arise favoring or  disfavoring either party by virtue of the authorship of any of the  provisions in these Terms.

9.4 Waiver

No waiver of satisfaction of a condition or  nonperformance of an obligation under these Terms will be  effective unless it is in writing and signed by the party granting  the waiver. 

9.5 Assignment

Except with the prior written approval of  Company, You shall not transfer, including by merger (whether  that party is the surviving or disappearing entity), consolidation,  dissolution, or operation of law, (1) any discretion, right, or  license granted under these Terms, (2) any right to satisfy a  condition under these Terms, (3) any remedy under these Terms,  or (4) any obligation imposed under these Terms. Any transfer in  violation of this Section will be void. Company may do any of  the foregoing in items (1) through (4) above without Your  consent. 

9.6 Force Majeure

Company shall not be deemed to have  defaulted under these Terms nor be liable or responsible for any  damages for any failure or delay in performance arising out of or  resulting from acts beyond Company’s reasonable control,  including, without limitation, (1) acts of God, flood, fire,  earthquake, explosion, or catastrophe; (2) war (whether war is  declared or not), conflict, terrorist threats or acts, riot or other  civil unrest; (3) government order, law, actions, embargoes or  blockades; (4) national or regional emergency, including  pandemics or epidemics; or (5) strikes, labor stoppages or  slowdowns, or other industrial disturbances. 

9.7 Relationship of the Parties

The relationship between the  parties is that of independent contractors. Nothing in these Terms  shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or  fiduciary relationship between the parties. 

9.8 No Third-Party Beneficiaries

These Terms are for the sole  benefit of the parties hereto and their respective successors and  permitted assigns and nothing herein, express or implied, is  intended to or shall confer upon any other person or entity any  legal or equitable right, benefit, or remedy of any nature  whatsoever under or by reason of these Terms. 

9.9 Notices

Except as otherwise set forth in these Terms, all  notices, requests, consents, claims, demands, waivers, and other  communications hereunder (each, a “Notice”) to You may be  delivered via electronic mail to the email address on record with  Company or via written communication sent by first class mail to  Your addresses set forth on the face of Your Order (or to such  other address that You may designate from time to time). All  Notices to Company shall be delivered by personal delivery,  nationally recognized overnight courier (with all fees pre-paid),  or certified or registered mail (in each case, return receipt  requested, postage prepaid) and addressed to Locus Lock Inc.,  8787 Turnpike Dr, Suite 280, Westminster, CO 80031. Except as  otherwise provided in these Terms, Notices will not be effective  unless sent in accordance with the requirements of this Section. 

9.10 Amendment

No modification of these Terms will be  effective unless it is in writing and signed by the parties. 

9.11 Entire Agreement

These Terms constitute the entire  agreement between the parties relating to its subject matter, and  supersedes all prior or contemporaneous discussions, or  presentations and proposals, written or oral relating to such subject matter.

 

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