Terms & Conditions

This Software License Agreement (this “Agreement”) is accepted (i) by clicking “I Agree” during sign up, or (ii) upon your first use of the Licensed Software that includes a link to a copy of this Agreement that is made available through a “help” or “about” link or command in the software. By performing any of the foregoing two acts, you are agreeing to be legally bound by the terms and conditions of this Agreement.

This Agreement is by and between the customer that purchased access to the Licensed Software license (either directly or through a TRUDIGITAL reseller) (“Customer”) and TRUDIGITAL CORPORATION (“TRUDIGITAL” or “Licensor”). If you are installing the Licensed Software for yourself, you are the “Customer.” If you are installing the Licensed Software for an employer or a business, the “Customer” is the employer or business and you personally warrant and represent that you are authorized to accept the terms and conditions of this Agreement on behalf of that employer or business. If you are a reseller, service provider, or contractor installing the Licensed Software for an end user, the “Customer” is the person or entity that purchased the software license and you warrant and represent, both personally and on behalf of said Customer, that you are authorized to accept the terms and conditions of this Agreement on behalf of that person or entity.

This Agreement governs the Customer’s rights to install and use the Licensed Software, so it is important that you read and understand all of its terms and conditions. If you do not agree to the terms and conditions of this Agreement, then you may not install or use the Licensed Software, and must click “I do not agree” or immediately uninstall and return the Licensed Software to Licensor or its reseller. If you do not agree to the terms of this Agreement, do not install or use Licensed Software, and contact your reseller or TRUDIGITAL (either by mail or through the web page available at(https://trudigital.com/contact-us/) to request a refund, if available under this Agreement.

This Agreement incorporates Licensor’s Privacy Policy. Customer acknowledges that it has read and understood the Privacy Policy and agrees to be bound by it. If you do not agree with (or cannot comply with) the Privacy Policy, then you may not use the Licensed Software.

1. DEFINITIONS.

“Licensed Software” means the Object Code of Licensor’s software that is installed as a result of you clicking I Agree, or that you are otherwise using when you agree to this Agreement, and all enhancements to such software that the Licensor makes generally available to its Customers, in its sole discretion, for no additional cost during the Term.

“Authorized Use” means use of the Licensed Software for Customer’s own personal or internal business operations in accordance with the Documentation for Customer and its wholly owned affiliates. Authorized Use does not include any prohibited uses detailed in Section 2.2.

“Confidential Information” means (i) non-public information that one party to this Agreement gives to the other party that is marked or designated in writing as “Confidential” or “Proprietary,” or that should by its nature be considered confidential, (ii) the Licensed Software and the Documentation, and (iii) all information relating to features and functions of the Licensed Software and its performance that is not released publicly by Licensor. Confidential Information does not include information that is shown by written documentation: (x) to have been in the possession of, or rightfully known by, the recipient there of without an obligation to maintain its confidentiality prior to receipt from disclosing party; (y) to be generally known to the public without violation of this Agreement or another obligation of confidentiality owed to the disclosing party at the time of disclosure; or (z) is obtained by the recipient without obligations of confidentiality, in good faith, from a third party having the right to disclose it.

“Documentation” means the electronic and paper user, installation, technical, training, help files, and other documents delivered by Licensor or its reseller or representative in conjunction with Licensed Software or made available to Customer via Licensor’s website.

“Effective Date” means the earlier of (i) the date on which you agreed to the terms and conditions of this Agreement, and (ii) the earliest date on which you agreed to a prior version of this Agreement (if any).

“Employee” means an employee of Customer or a third-party consultant engaged by Customer and permitted to access the Licensed Software pursuant to this Agreement.

“Object Code” means computer programs assembled, compiled, or converted to magnetic or electronic binary, which are readable and usable by computer equipment, media files including video and audio files viewable on a computer, and computer-readable files containing documents, tests, and explanatory material that are provided by Licensor in connection with the Licensed Software.

2. LICENSE; PROVISION AND USE OF THE LICENSED SOFTWARE.

2.1 Grant of License. Subject to the terms, conditions, and restrictions set forth in this Agreement, Licensor grants to Customer a time-limited (beginning on the Effective Date and continuing until this Agreement is terminated or expires asset forth herein), limited, non-exclusive, revocable, non-sublicensable (except as permitted by this Agreement) non-transferable, license to use (forCustomer’s own personal or legitimate internal business purposes) and copy for use (for Customer’s own personal or legitimate internal business purposes) the Licensed Software and Documentation on one machine, for the Authorized Use by Licensee’s Employees and customers (the “License”). Customer agrees that within seven (7) calendar days of the expiration of the License, Customer will uninstall or otherwise destroy all copies of the Licensed Software, Documentation, and any portion thereof, in the possession or control of Customer or Customer’s Employees. Customer may not make any use of any software for which Customer is not expressly obtaining the License under this Agreement. Customer understands and agrees that the Licensed Software and all copies thereof that Licensor provides to Customer are being licensed and not sold. Customer does not own or have any rights in or to the Licensed Software, Documentation, or any copies thereof, by virtue of this Agreement, other than the rights expressly conferred in the License. Any and all rights not expressly granted in this Agreement are expressly reserved by Licensor.

2.2 Restrictions.

(a)Licensed Software. Customer shall not, or permit any Employee or third party to, directly or indirectly: (i) reverse engineer, disassemble, or decompile the Licensed Software or any portion thereof or attempt to discover or recreate the source code used to provide or access the Licensed Software; (ii) sublicense, rent, lease, or otherwise transfer the Licensed Software, Documentation or any portion thereof; (iii) use the Licensed Software for any third-party use including, but not limited to, training, facilities management, time-sharing, service bureau use, or data processing; (iv) combine the Licensed Software or any portion thereof with any unauthorized third party software; (v) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Licensed Software; (vi) use the Licensed Software for research or benchmarking or any related endeavor with the intent of creating a competing or similar product; (vii) remove, obscure or alter any proprietary rights notice pertaining to the Licensed Software or Documentation; (viii) access or use the Licensed Software in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;(ix) use the Licensed Software to: (a) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (b) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c)advertise or promote a commercial product or service that is not available through Licensor; (d) store or transmit inappropriate content, such as content:(1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2)containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (e) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (f) abuse, harass, stalk or otherwise violate the legal rights of a third party; (x) interfere with or disrupt servers or networks used by Licensor to provide the Licensed Software or used by other users to access the Licensed Software, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Licensed Software; (xi) access or attempt to access Licensor’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means; or (xii) share passwords or other access information or devices or otherwise authorize any third party to access or use the Licensed Software.

(b) Access to / Use of Licensed Software. Customer shall be responsible and liable for the acts and omissions of all users arising from the access to the Licensed Software provided by Customer. The Licensed Software may contain license protection procedures or technologies intended to limit access to the Licensed Software to that use permitted under this Agreement. Customer shall not circumvent or render inoperative any such protection procedures or technology or attempt, on its own or through any third party, to do so, and shall not assist any third party attempting to do so.

(c) Installation. The Licensed Software will be installed (by or for Customer) and used by Customer on only one machine. Customer may install and use the Licensed Software on a second machine only if one of the following applies: (i) the first machine is destroyed or otherwise physically rendered incapable of executing the Licensed Software, (ii) the Licensed Software is securely deleted from the first machine prior to installation on the second machine, or (iii)Customer obtains a valid license to install and use the Licensed Software on the second machine from Licensor.

2.3 Disaster Recovery. Customer may maintain a single copy of the Licensed Software on a backup media or a backup computer system for disaster recovery purposes; provided, however, (i) such copy may not be used by Customer in any manner except in the event of a disaster and (ii) Customer must stop using such copy immediately after the equipment affected by the disaster is restored to service or replaced.

2.4 Certification. On Licensor’s request, but not more than once per year, Customer shall furnish Licensor with a signed certification verifying that Customer’s use of the Licensed Software and Documentation is consistent with the terms and conditions of this Agreement, which certification shall include information reasonably requested by Licensor.

2.5 Obligations. Customer shall provide reasonable assistance to Licensor, as requested by Licensor when performing hereunder. The parties acknowledge and agree that Licensor shall not be liable for any delay which results from Licensor’s inability to perform where Customer has failed to reasonably respond to a request from Licensor.

2.6 Account. If your use of the Licensed Software necessitates creating and maintaining an account with us, you are responsible for maintaining the confidentiality of any account information, including your login, password, or other credentials, and for restricting access to your computer, mobile device, tablet, or other electronic device you use to access the LicensedSoftware, and you accept responsibility for all activities that occur under your account. Licensor reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. Customer is also solely responsible for the accuracy and currency of the data entered into the Licensed Software under your user account. Customer shall indemnify and hold Licensor, its affiliates, and parent company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Licensed Software.

2.7 Third-Party Data. As part of the Licensed Software, Licensor may provide Customer access to certain third-party data that may originate with third parties and other users (“Third-Party Data”). All information provided to Customer through the Licensed Software that obtained from third parties and other users is included in the term “Third-Party Data.” The License includes access to the Third-Party Data, but Licensor does not offer any warranty or representation regarding the Third-Party Data, including its accuracy, timeliness, or completeness. Customer is solely responsible to ensure that the Third-Party Data accessed, or used is accurate, timely, and complete.

2.8 Customer Data. Customer’s use of the Licensed Software may involve the processing of information concerning Customer’s activities, including specific information regarding Employees, customers, clients, and services. This specific information (“Customer Data”) belongs to Customer, subject to the license below and the provisions of Licensor’s Privacy Policy.

Customer hereby grants Licensor a non-exclusive, transferable, sub-licensable, royalty-free and fully paid up, perpetual, irrevocable, worldwide license to use, reproduce, make available, publish, translate, modify, create derivative works from, and distribute Customer Data in connection with the Licensed Software through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created to provide and improve the Licensed Software or for other legitimate business interests, as restricted by the Privacy Policy. Aside from the rights specifically granted herein, Customer retains ownership of all rights, including intellectual property rights, in Customer Data. Where applicable and permitted under applicable law, Customer also waives any “moral rights” (or the equivalent under applicable law) such as Customer’s right to be identified as the author of Customer Data.

2.9 Received Materials. If you send us any comments, reviews, materials, or letters including, without limitation, questions, feedback, comments, suggestions, criticisms, or the like (“Received Materials”), those Received Materials are non-confidential and free of any claims of proprietary or personal rights.

Customer hereby grants Licensor a non-exclusive, transferable, sub-licensable, royalty-free and fully paid up, perpetual, irrevocable, worldwide license to use, reproduce, make available, publish, translate, modify, create derivative works from, and distribute any the Received Materials in connection with the Licensed Software through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created to provide and improve the Licensed Software or for other legitimate business interests, as restricted by the Privacy Policy.Aside from the rights specifically granted herein, Customer retains ownership of all rights, including intellectual property rights, in the Received Materials. Where applicable and permitted under applicable law, Customer also waives any “moral rights” (or the equivalent under applicable law) such as Customer’s right to be identified as the author of any Received Materials.

2.10 User-Generated Content. Certain portions of the Licensed Software allow you to upload or post your information to the Licensed Software. The information that you post may or may not be intended to be made available to third parties (including, for example, text, messages, compilations, personal information, names, pictures, payment information, reviews, and other information) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to any support community we may establish, as well as to any other part of the Licensed Software.

Customer represents and warrants that, with respect to any User Content, (a) Customer has all requisite consent and authority, whether by ownership or right through a license to post such User Content, and (b) such User Content, or its use by Licensor as contemplated by this Agreement, does not violate this Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of User Content by Licensor or any entity or individual without express written consent from such individual or entity.

Licensor may, but has no obligation to, monitor or review User Content. In all cases, Licensor reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Licensor’s sole discretion, violates the Agreement. Licensor may take these actions without prior notification to Customer or any third party. Removal or disabling of access to User Content is at Licensor’s sole discretion, and Licensor does not promise to remove or disable access to any specific User Content.

Licensor may provide Customer the ability to share User Content via social media, electronic messaging, or otherwise. Customer is solely responsible for the User Content, including for all intellectual property rights contained in the User Content, when shared in any manner.

Customer grants Licensor a non-exclusive, transferable, sub-licensable, royalty-free and fully paid up, perpetual, irrevocable, worldwide license to use, reproduce, make available, publish, translate, modify, create derivative works from, and distribute any User Content in connection with the Licensed Software through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created to provide and improve the Licensed Software or for other legitimate business interests, as restricted by the Privacy Policy. Aside from the rights specifically granted herein, Customer retains ownership of all rights, including intellectual property rights, in User Content. Where applicable and permitted under applicable law, Customer also waives any “moral rights” (or the equivalent under applicable law) such as Customer’s right to be identified as the author of any User Content.

Customer is solely responsible for all User Content that you post and share in any manner. Licensor is not responsible for UserContent, nor do we endorse any opinion contained in any User Content. TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD LICENSOR AND ITS AFFILIATES AND PARENT COMPANY HARMLESS FROM AND AGAINST ALL DAMAGES,LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) IF ANYONE BRINGS A CLAIM AGAINST LICENSOR RELATED TO USER CONTENT THAT YOU POST, ARISING OUT OF OR RELATED TO SUCH CLAIM.

3. SERVICE AND RETURNS.

3.1 First Month of Service. If the Customer signs up between the 1st day and the 10th day of the calendar month, the Customer will be billed for the current month. If the Customer signs up on or after the 11th day of the calendar month, the Customer will not be billed for the current month and their monthly billing will start the 1st of the next month.

3.2 Hardware Returns. Any and all equipment purchased from TRUDIGITAL will have a standard return policy of 30-days. Any request for a return must be done by the account holder via email to our support team in the first 30-days. No exceptions will be allowed. The Customer may be subject to a 15% restocking fee and/or additional fees if the equipment is damaged and/or missing accessories/cables. The Customer will use it’s best discretion in ensuring the equipment is returned in it’s entirety, in good working condition. TRUDIGITAL will notify the customer of any additional charges before issuing the refund.

4. PAYMENT.

4.1 Fees. The rights and License granted by Licensor in this Agreement are in consideration of payments made by Customer to Licensor or Licensor’s authorized reseller. Any amount not paid when due is subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is more, determined and compounded daily from the date due until the date paid. If Customer fails to pay any amounts owed under this Agreement to Licensor or Licensor’s authorized reseller, Licensor may, in its sole discretion: (a) terminate this Agreement and the License; (b) send any outstanding balance to a collections agency; and (c) exercise any other rights Licensor holds at law or in equity. In any such case, Customer shall pay all costs associated with the collecting outstanding amounts owed by Customer, including but not limited to collection agency fees, attorney fees, and court costs.

4.2 Taxes. Customer is liable for any and all sales, use, excise, value added, customs fees, or other similar taxes Licensor must pay (other than employment and income taxes) relating to Customer’s access to the Licensed Software under this Agreement. If Customer is exempt from the payment of any such taxes,Customer must provide Licensor or Licensor’s reseller with a valid tax exemption certificate; otherwise, absent proof of Customer’s direct payment of such taxes to the applicable taxing authority, Licensor or Licensor’s reseller will invoice Customer for and Customer will pay all such taxes.

5. PROPRIETARY RIGHTS.

5.1 Ownership. Customer acknowledges and agrees that Licensor owns, or is a licensee of, all right, title and interest in and to all Licensed Software(including all Object Code), related Documentation, and Licensor Confidential Information (and the media containing such Confidential Information) including, without limitation, all patent, trademark, copyright, trade secret, and other intellectual property rights related thereto. Customer agrees that it does obtain any rights in or to the Licensed Software, Documentation, Licensor ConfidentialInformation or any intellectual property relating to the foregoing by virtue of this Agreement or Licensee’s use of the Licensed Software, Documentation, or Licensor Confidential Information except as provided for in this Agreement through the License.

5.2 RESERVED.

5.3 Protection of Confidential Information. Each party to this Agreement may furnish the other party with Confidential Information. The parties agree that, during the Term and thereafter, each party will hold Confidential Information in a fiduciary capacity for the benefit of the other party and shall not (a)directly or indirectly use, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose or cause to be disclosed, or otherwise transfer any Confidential Information of the other party to any third party, or (b) utilize Confidential Information for any purpose, except as expressly contemplated by this Agreement or authorized in writing by the other party. Customer will limit the disclosure of Licensor’s Confidential Information to Employees with a need-to-know and who have been advised of the confidential nature thereof. No third-party consultant shall be considered an Employee under this Agreement unless such consultant has been contractually obligated to maintain such confidentiality through signature of a nondisclosure agreement acknowledging the non-disclosure obligations of this Agreement. Customer shall promptly provide copies of these agreements upon the written request of Licensor.Customer shall be liable for any breach by any Employee of the confidentiality obligations contained herein by any Employee, contractor, or other person for whom Customer is otherwise responsible. The terms of this confidentiality section shall survive termination or expiration of this Agreement as follows: for trade secrets (as defined under the Uniform Trade Secrets Act), until such information is no longer deemed a trade secret under applicable law or 5 years from the termination or expiration of this Agreement, whichever is longer, and for all other Confidential Information, it shall be treated confidential for 5years from the termination or expiration of this Agreement.

5.4 Required Disclosures. In the event a party is required under applicable law, rule, regulation, court or administrative order to disclose Confidential Information of the other party, the first party shall use commercially reasonable efforts to: (a) notify the other party of the planned disclosure in time for the other party to seek a protective order or similar protection from disclosure; (b) limit such disclosure to the extent practicable; (c) make such disclosure only to the extent so required; and (d) reasonably cooperate with the disclosing party in any effort by the disclosing party to seek judicial or equivalent protection from disclosure.

6. LIMITED WARRANTY; DISCLAIMER.

6.1 Limited Warranty. Licensor warrants that, subject to this Section 6, for a period of ninety days from the date of delivery (the “Warranty Period“), the Licensed Software will materially perform in accordance with the Documentation provided it is used in accordance with the terms of this Agreement and the Documentation. Licensor does not warrant that the Licensed Software shall be uninterrupted or error free or will satisfy Customer’s requirements.

6.2 Obligations of Licensor. For any claim under the warranty in Section 6.1, Licensor’s sole obligation shall be to correct the Licensed Software so that it will perform in accordance with the applicable Documentation or, at Licensor’s option, either (a) immediately provide Customer with substituted Licensed Software or portions thereof which do not breach such warranty, or (b) refund a pro rated portion of the fees paid by Customer to Licensor for the affected Licensed Software, or applicable portion thereof. Customer shall promptly return all applicable Licensed Software (and related Documentation) to Licensor upon issuance of any such refund, or, if preapproved in writing by Licensor, destroy all copies of the Licensed Software in Customer’s possession or control.

6.3 Limitations. Licensor’s obligations in Section 6.2 shall not apply: (a) to any authorized or unauthorized modifications to the Licensed Software; (b) if the Licensed Software is not used in accordance with the Documentation or this Agreement; (c) if Customer is not using the most recent version of the Licensed Software; or (d) to any error or defect caused by Customer, an Employee, any third party, or any third party software.

6.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 6, THE LICENSED SOFTWARE IS PROVIDED “AS-IS” AND “AS-AVAILABLE.” LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THIS AGREEMENT OR THE LICENSED SOFTWARE OR ANY SERVICES PROVIDED TO CUSTOMER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES. LICENSOR DOES NOT WARRANT THAT: (a) THE LICENSED SOFTWARE WILL OPERATE UNINTERRUPTED; (b) ALL LICENSED SOFTWARE ERRORS CAN BE CORRECTED; OR (c) THE APPLICATIONS CONTAINED INTHE LICENSED SOFTWARE ARE DESIGNED TO MEET ALL OF CUSTOMER’S BUSINESS REQUIREMENTS.

6.5 Exclusive Remedy. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ORDER FORM TO THE CONTRARY, THIS SECTION 6 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTY SET FORTH IN SECTION 6.1 ABOVE.

7. LIMITATIONS OF LIABILITY.

7.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, LICENSOR WILL NOT BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER ARISING,EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.

7.2 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY ORDER FORM TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEES PAID BY CUSTOMER TO LICENSOR HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE FIRST DATE SUCH CLAIM AROSE, AND IF SUCH DAMAGES RESULT FROM A SPECIFIC MODULE OR MODULES OF LICENSED SOFTWARE, SUCH LIABILITY WILL BE LIMITED TO FEES PAID FOR THE RELEVANT MODULE GIVING RISE TO THE LIABILITY FROM WHICH THE CLAIM AROSE DURING THE SIX (6)MONTHS PRECEDING THE DATE SUCH CLAIM FIRST AROSE.

8. TERM AND TERMINATION.

8.1 Term. The Agreement commences on the Effective Date and will continue in effect for one (1) year (“Initial Term”). Following the Initial Term, this Agreement automatically renews for successive twelve (12) month terms (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either Party provides notice of non-renewal to the other Party at least thirty (30) days prior to the end of the then-current Term.

8.2 Termination. This Agreement will terminate upon the earliest to occur of the following: (a) termination pursuant to Section 8.1; (b) thirty (30) days after one party gives the other party notice of the other party’s material breach of any provision of the Agreement, unless such other party has cured such breach during such thirty (30) day period; or (c) immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, appoints (or has appointed on its behalf) a trustee, receiver or similar officer, or commences a proceeding seeking reorganization, liquidation or similar relief under any bankruptcy, insolvency or similar debtor-relief statute, or (c) attempts to assign this Agreement or any license granted hereunder in any manner not explicitly permitted hereunder. In the event of termination hereunder, Licensor reserves the right to terminate any and all agreements between Licensor and Customer and all licenses granted by Licensor under this Agreement or otherwise.

8.3 Effect of Termination. Upon termination of this Agreement for any reason: (a) Customer shall immediately pay all amounts due and owing to Licensor or Licensor’s reseller; (b) Customer shall immediately cease use of the Licensed Software and Documentation; and (c) Customer will delete and/or remove all Licensed Software from all computer hardware and storage media within Customer’s possession or control. Within seven (7) days after termination of this Agreement, Customer will return to Licensor all copies of the Licensed Software, Documentation and any other Licensor Confidential Information in any form, including but not limited to partial copies thereof, and will certify to Licensor that all copies and portions thereof have been destroyed or returned. The terms of this Agreement that by their nature should survive termination of this Agreement shall survive termination of this Agreement including, without limitation, the provisions concerning protection of Confidential Information, and limitations of liability.

9. GENERAL PROVISIONS.

9.1 Assignment. Customer shall not assign any of its rights or obligations under this Agreement or any license granted hereunder, and any attempt at such assignment will be void without the prior written consent of Licensor. For purposes of this Agreement, “assignment” shall include a merger, acquisition or other consolidation by, with or of Customer, including any new or surviving entity that results from such merger, acquisition or other consolidation.

9.2 Informal Dispute Resolution. In the case of disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.

9.3 Restricted Rights. The Licensed Software and any accompanying documentation were developed at private expense and are deemed to be a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Use, duplication, and disclosure by civilian agencies of the U.S. Government shall be in accordance with FAR 52.227-19(c) or other agency data rights provisions, as may be applicable. Use, duplication and disclosure by DOD agencies are subject solely to the terms of this Agreement as stated in DFAR 227.7202. All U.S. Government Users license the Licensed Software with only those rights set forth herein, including, without limitation, the following: Licensed Software may be transferred to the U.S. government only with the prior written consent of an officer of Licensor and solely as restricted computer software as provided in FAR 52.227-19 or subsequentcitation (or DFAR 227-7202 or subsequent citation if the transfer is to a defense-related agency).

9.4 Export Control Notice. Customer acknowledges that the Licensed Software, or any part thereof, is being released or transferred to Customer in the United States and is therefore subject to United States export control laws. Customer acknowledges its exclusive obligation to ensure that its exports are in compliance with the applicable export control laws. Customer shall defend, indemnify, and hold Licensor and its licensors harmless from and against any and all claims, judgments, awards, and costs (including reasonable legal, including attorney fees) arising out of Customer’s noncompliance with applicable export laws with respect to the use or transfer of the Licensed Software outside the United States by Customer.

9.5 RESERVED.

9.6 Independent Contractors. Nothing in this Agreement or in the course of dealing between Licensor and Customer shall be deemed to create between Licensor and Customer a partnership, joint venture, association, employment relationship or any other relationship other than an independent contractor relationship.

9.7 Severability. If any provision of this Agreement is held invalid or unenforceable, the provision shall be deemed modified only to the extent necessary to render it valid or eliminated from this Agreement, as the case maybe, and this Agreement shall be enforced and construed as if the provision had been included in this Agreement as modified or as if it had not been included, as the case may be.

9.8 Waiver; Amendment. Failure or delay by either Party to enforce any of the provisions of this Agreement or any rights with respect to it or the failure to exercise any option provided under this Agreement shall in no way be considered to be a waiver of that provision, right or option, or in any way to affect the validity of this Agreement. No waiver of any rights under this Agreement, or any modification or amendment of this Agreement, shall be effective or enforceable, unless it is in writing and signed by both Parties.

9.9 Governing Law. This Agreement shall be governed by the laws of the State of Utah without giving effect to its choice of law principles. Customer and Licensor agree that all actions to enforce or terminate this Agreement or the License granted hereunder shall be brought exclusively in courts located in Salt Lake City, Utah, and the proper courts of appeal thereto. The Parties here by acknowledge and agree that the United Nations Convention on Contracts for theInternational Sale of Goods shall not apply to this Agreement.

9.10 Notices. All notices or other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt), or (c) two (2) calendar days after being deposited for delivery with a nationally recognized overnight delivery service and addressed or sent, as the case may be, to the appropriate addresses or facsimile numbers set forth on the first page of this Agreement (or to such other addresses or facsimile numbers as a party may designate by notice to the other party).

9.11 Force Majeure. Neither party to this Agreement, other than for payments due, will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control including, without limitation, Acts of God, labor disruption, war, terrorist threat or government action; provided that if either party is unable to perform its obligations under this Agreement for one of these reasons it shall give prompt written notice thereof to the other party and the time for performance, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

9.12 Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Customer with respect to the subject matter of this Agreement and all licenses granted herein, and supersedes all prior negotiations and agreements, whether oral or written, with respect to these matters.

This Agreement incorporates Licensor’s Privacy Policy . Customer acknowledges that it has read and understood the Privacy Policy and agrees to be bound by it. If you do not agree with (or cannot comply with) the Privacy Policy, then you may not use the Licensed Software.

https://www.trudigital.com/privacy-policy

‍

‍