EULA.txt

Boundless Products and Services Subscription Agreement
911 Washington Ave., Ste 400
St. Louis, MO, USA 63101
http://boundlessgeo.com/

Subscription Agreement
PLEASE READ THIS SUBSCRIPTION AGREEMENT. USE OF THE SOFTWARE, DOCUMENTATION, OR TECHNICAL SUPPORT SIGNIFIES ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE SOFTWARE, DOCUMENTATION, OR TECHNICAL SUPPORT.

This Subscription Agreement (“Agreement”) is by and between Boundless Spatial, Inc., a Delaware corporation (“Boundless”) with its principal place of business at 911 Washington Ave., Ste 400, St. Louis, MO, USA 63101 and the customer identified on the applicable Order Form (“Customer”), and is effective as of the date Boundless provides Customer with access to Software (the “Effective Date”).

Definitions. Terms used below with initial capital letters shall, unless otherwise defined herein, have the respective meanings set forth at the end of this Agreement (see Section 15).

1. License. Subject to the terms and conditions of this Agreement, Boundless grants to Customer, during the Term, a non-exclusive, non-transferable, limited license to install the Software on equipment owned or controlled, and operated by Customer, have the Software installed for Customer’s benefit and access in a third party computing environment (e.g., AWS, Azure and the like),, and to use up to that number of copies (operational instances) of the Software in a production environment that is set forth in the applicable Order Form. Customer may also install and have installed (as those terms are used above), and use one (1) copy (operational instance) of the Software in a non-production environment and one (1) copy (operational instance) of the Software for backup/failover purposes, such backup copy to be used only if the production copy of the Software is lost, corrupted, destroyed or otherwise unavailable, in which case Customer may make one (1) additional copy to replace the backup copy. Customer’s aforementioned rights to install, have installed, access and use the Software terminates upon the expiration or termination of the Term.

2. Restrictions. Customer shall not itself, or through any parent, subsidiary, Affiliate, agent or other third party:

2.1. sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any Software or the Documentation to a third party; or

2.2. decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Software, in whole or in part, nor shall Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Software or encourage others to do so, except to the limited extent, if any, that applicable Law permits such acts notwithstanding any contractual prohibitions, provided, however, before Customer exercises any rights that Customer believes to be entitled to based on mandatory Law, Customer shall provide Boundless with thirty (30) days prior written notice and provide all reasonably requested information to allow Boundless to assess Customer’s claim and, at Boundless’ sole discretion, to provide alternatives that reduce any adverse impact on Boundless’ intellectual property or other rights; or

2.3. create, develop, license, install, use, or deploy any third party software or services to circumvent or provide access, permissions or rights which violate this Agreement; or

2.4. modify or create derivative works based upon the Software or Documentation; or

2.5. disclose the results of any benchmark test of the Software to any third party without Boundless’ prior written approval; or

2.6. change any proprietary rights notices which appear in the Software or Documentation.

3. Third Party Vendor Products. Boundless or third parties may from time to time make available to Customers (e.g., through Boundless Connect or direct agreement) third-party products or services, including but not limited to add-ons and plugins as well as implementation, customization, training, and other consulting services. All such third party products or services are subject to separate agreements (and exchange of data) solely between Customers and the third party vendor. Boundless does not warrant or support non-Boundless products or services, whether or not they are designated by Boundless as “verified” or otherwise, and disclaims all liability for such products or services. If Customer install or enable any third party products or services for use with Boundless products, Customer acknowledge that the vendors of those products and services may have access Customer Data (as defined below) as required for the interoperation and support of such add-ons with the Boundless products. Boundless shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third party add-on vendors.

4. Open Source Software. The Software and Upgrades may include individual open source software components, each of which has its own copyright and its own applicable license conditions and Customer hereby consents to such applicable license conditions. These open source software components are licensed under the terms of the applicable open source license conditions and/or copyright notices that can be found in the licenses file, the Documentation or other materials accompanying the Software and Upgrades.

5. Technical Support. Boundless shall provide Technical Support for the Software as set forth in the Order Form and described in the Support Terms document located on the Boundless support portal (see https://connect.boundlessgeo.com/docs/support/SupportTerms.html). Technical Support is provided to Subscription Customers solely for their internal use. Customer shall designate the Support Contacts who are responsible for resolving user issues, and only such Support Contacts may contact Boundless for the provision of Technical Support. Technical Support does not include anything not set forth in the Support Terms, and specifically excludes support of any hardware or any software other than Boundless Software, including without limitation, any integration with Third Party Software.

Remote Diagnostics
In order for the Software problem to be quickly analyzed, Boundless technicians must have reasonable access to the Customer network infrastructure in which the Software resides as outlined in this Agreement. Boundless shall have no liability to Customer if Boundless’ ability to render support is impaired by Customer inability to provide telecommunications functionality required for remote support.

6. Software Upgrades. From time to time during the Term, Boundless may provide Upgrades of its Software. Upgrades may incorporate third party upgrades as well as accumulated bug fixes. There shall be no additional charge for Upgrades provided Customer is current in the Fees (as defined below) as set forth in the applicable Order Form. Customer shall implement provided Upgrades as soon as is reasonably feasible. Upgrades do not include new Software. New Software provides significant new features and functions not available in the current Software line, ports existing Software to new hardware or software platforms or provides significant new functionality on new hardware or software platforms. Boundless Technical Support shall only be provided for: (a) the most current Minor/Major Release of the Software; (b) any Extensions to that Minor/Major Release; and (c) the two (2) immediately preceding Minor/Major Releases of that Software.

7. Fees and Payment. Customer agrees to pay Boundless the fees (“Fees”) as stated in the applicable Order Form. In addition, Customer shall pay all sales, use, value added, withholding, excise taxes and other tax, duty, custom and similar fees levied upon the delivery or use of the Subscriptions described in this Agreement. Fees shall be invoiced in full upon the effective date of the applicable Order Form. Unless otherwise provided on the applicable Order Form, all invoices shall be paid in US dollars and are due upon receipt and shall be paid within thirty (30) days. Payments are non-refundable and shall be made without right of set-off or chargeback. Any payments by Customer that are not paid on or before the date such payments are due under this Agreement shall bear interest at the greater of (a) two percent (2%) per month and (b) the maximum rate allowed by law. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. Payment of such interest by Customer shall not limit, in any way, Boundless’ right to exercise any other remedies Boundless may have as a consequence of the lateness of any payment. If Customer fails to pay Fees in accordance with this Section, Boundless may, at its option, terminate or suspend fulfilling its obligations under this Agreement until such payment is received by Boundless. If any applicable Law requires Customer to withhold amounts from any payments to Boundless under this Agreement, Customer shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Boundless with tax receipts evidencing the payments of such amounts.

8. Confidentiality. Boundless and Customer as a Receiving Party shall (a) hold the Confidential Information of the Disclosing Party in trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, and (b) not use the Confidential Information of the Disclosing Party for any purpose whatsoever except as expressly contemplated under this Agreement. A Receiving Party shall disclose the Confidential Information of the Disclosing Party only to those of Receiving Party’s employees and contractors having a need to know such Confidential Information and shall be responsible for all violations of this Section 8 by such employees and contractors. A Receiving Party may disclose Confidential Information of the Disclosing Party as required to comply with binding orders of governmental entities that have jurisdiction over it; provided that the Receiving Party, if legally permissible, gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information of the Disclosing Party as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information of the Disclosing Party disclosed. Notwithstanding the above, Customer agrees that Boundless, its employees and agents shall be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any Subscriptions or Technical Support performed under or in connection with this Agreement.

9. Ownership.

9.1. Ownership of Software. Boundless and its licensors shall retain all intellectual property and proprietary rights in and to the Software, Upgrades, Documentation, and related works, including but not limited to any derivative work of the foregoing. Boundless and/or its agents shall be deemed the author and/or owner of all other designs, concepts, graphics, logos, processes, features, ideas, and other creative work, developed by Boundless in the process of fulfilling this Agreement that do not infringe on Customer’s trademarked designs, logos, and look and feel. Any modifications, improvement or alterations to the Software owned by Boundless, whether authorized or not, made by Customer or any third party shall be the sole and exclusive property of Boundless, and Customer hereby assigns all of its right, title and interest in and to such modifications, improvements or alterations to Boundless.

9.2. Customer Materials. This Agreement shall have no effect on any intellectual property rights, equipment, software, documents, materials, or other items owned by Customer before entering this Agreement. Any intellectual property rights, equipment, software, documents, materials or other items supplied by Customer to Boundless for performance of Boundless’ duties under this Agreement shall remain the Customer’s property and shall not in any case be transferred to Boundless or any third party. Boundless will promptly, at its own expense and upon Customer’s request, or upon the expiration or termination of this Agreement, return the same to the Customer.

9.3. Customer Data. Customer grants to Boundless a non-exclusive, non-transferable, royalty-free license to use Customer Data provided or made available by Customer to Boundless during the Term solely for the purpose of performing the Technical Support or other services requested by Customer. Any Customer Confidential Information contained within Customer’s Data will be subject to the terms outlined in Section 9 of this Agreement. “Customer Data” means any data, content, code, video, images or other materials of any type that Customer upload, submit or otherwise transmit to or through Boundless. Customer retains all right, title and interest in and to Customer Data in the form provided to Boundless. Subject to the terms of this Agreement, Customer grants Boundless a worldwide, non-exclusive right to collect, use, reproduce, distribute, store, and share Customer Data with third parties (a) in connection with Boundless’ delivery of services to Customer; (b) to ensure Customer has complied and is complying with Customer’s obligations under this Agreement, and as otherwise permitted by Customer (such permission not to be unreasonably withheld) on request from Boundless from time to time. Boundless will own all right, title and interest in all information it collects with respect to Customer’s use of the Software, including without limitation, statistical information and traffic analysis data (“Usage Data”). Boundless may use and exploit all Usage Data for any purpose without any obligation to Customer; provided however, that Boundless may only disclose Usage Data to third parties so long as the Usage Data is disclosed only in the aggregate and not in a manner so that it is attributable to Customer or any individual.

10. Responsibility for Customer Data.

10.1. General. Customer must ensure that use of Customer Data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”). Customer represents and warrant that: (i) Customer has obtained all necessary rights, releases and permissions to provide all Customer Data to Boundless and to grant the rights granted to Boundless in this Agreement and (ii) Customer Data and its transfer to and use by Boundless as authorized by Customer under this Agreement does not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Boundless assumes no responsibility or liability for Customer Data, and Customer shall be solely responsible for the Customer Data and the consequences of using, disclosing, storing, or transmitting it.

10.2. Indemnity for Customer Data. Customer will defend, indemnify and hold harmless Boundless from and against any loss, cost, liability or damage, including attorneys’ fees, for which Boundless becomes liable arising from or relating to any claim relating to Customer Data, including but not limited to any claim brought by a third party alleging that Customer infringes or misappropriates the intellectual property rights of a third party or violates applicable Law. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Boundless at Customer’s expense.

11. Warranties, Disclaimer and Limitation of Liability.

11.1. Warranties.

11.1A Software. Boundless warrants to Subscription Customers only that, for a period of thirty (30) days following the date the Software is initially licensed by Subscription Customer (the “Warranty Period”) the Software shall, when used as permitted under this Agreement and in accordance with its intended purpose as set forth in the Documentation, substantially conform to the description contained in the applicable Documentation. Boundless shall, at its own expense and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, use commercially reasonable efforts to fix or replace, at its option, any defective Software which Boundless has determined to be under warranty after receipt of written notice as to such warranty claim from Customer within the Software Warranty Period or, if Boundless determines that it is unable to correct a material defect, Customer may terminate this Agreement, return the affected Software and Documentation and receive a refund of the license fees paid for the affected Software. Any defect correction provided to Customer will not extend the original Software Warranty Period.

11.1B Technical Support. Boundless warrants to Subscription Customers that Technical Support shall be performed in a workmanlike manner and shall conform to standards of the industry. If the Technical Support is not performed as set forth above, Boundless shall re-perform the applicable Technical Support.

11.2 Remedies. The remedies in Sections 11.1.A and 11.1.B are Customer’s sole and exclusive remedies for breach of warranty and Boundless’ sole and exclusive liability for breach of warranty. 11.3 Limitations. The warranties in Sections 11.1.A and 11.1.B are made to and for the benefit of Subscription Customer only. The warranties shall apply only if: (a) the Software has been properly installed or accessed and used at all times and in accordance with the instructions in the applicable Documentation; (b) no modification, alteration or addition has been made to the Software, as applicable; and (c) Boundless receives written notification of the breach, in the case of the warranty in Section 11.1.A, within the Warranty Period, and in the case of the warranty in Section 11.1.B, within three (3) days following the performance of the relevant Technical Support.

11.4 Disclaimer. EXCEPT FOR THE WARRANTIES IN SECTIONS 11.1.A and 11.1.B, THE SOFTWARE, TECHNICAL SUPPORT AND DOCUMENTATION ARE PROVIDED “AS-IS” AND BOUNDLESS AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, TITLE, PERFORMANCE, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE SOFTWARE, TECHNICAL SUPPORT AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE: (A) IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF HAZARDOUS ENVIRONMENTS THAT REQUIRE FAIL-SAFE PERFORMANCE, SUCH AS NUCLEAR OR CHEMICAL FACILITIES, AIRCRAFT OR OTHER MODES OF HUMAN MASS TRANSPORTATION, LIFE SUPPORT SYSTEMS, IMPLANTABLE MEDICAL EQUIPMENT, MOTOR VEHICLES, WEAPONS SYSTEMS, OR OTHER USES IN WHICH THEIR FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, OR (B) WITH ANY INFORMATION, DATA OR TECHNOLOGY GOVERNED BY THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS. BOUNDLESS DOES NOT WARRANT THAT THE SOFTWARE WILL RUN PROPERLY ON ALL HARDWARE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR COMPLETELY ERROR FREE, OR THAT ALL SOFTWARE ERRORS OR DEFECTS WILL BE CORRECTED. BOUNDLESS DOES NOT WARRANT ANY COMPUTER HARDWARE, EQUIPMENT OR PARTS. WARRANTIES, IF ANY, ON COMPUTER HARDWARE, EQUIPMENT AND PARTS SHALL BE THOSE OF THE COMPUTER HARDWARE, EQUIPMENT AND PARTS MANUFACTURERS.

11.5 Limitation of Liability. IN NO EVENT WILL BOUNDLESS OR ITS SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED. IN NO EVENT WILL BOUNDLESS’ CUMULATIVE LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID TO BOUNDLESS BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM. IN NO EVENT WILL BOUNDLESS’ SUPPLIERS HAVE ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT. CUSTOMER RECOGNIZES THAT THIS SECTION 11 REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT BOUNDLESS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

12. Indemnification by Boundless.

12.1. Indemnity. Subject to the remainder of this Section 12, Boundless shall defend Subscription Customer against any third party claim brought against Subscription Customer that the Software licensed under this Agreement as part of a Subscription infringes such third party’s U.S. patent or copyright (“Infringement Claim”), and indemnify Subscription Customer from the resulting costs and damages awarded against Subscription Customer to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed to in settlement; provided that Subscription Customer: (a) notifies Boundless promptly in writing of such Infringement Claim, (b) grants Boundless sole control over the defense and settlement thereof, and (c) reasonably cooperates in response to a Boundless request for assistance. Boundless will have the exclusive right to defend any such Infringement Claim and make settlements thereof at its own discretion, and Subscription Customer may not settle or compromise such Infringement Claim, except with prior written consent of Boundless.

12.2. Options. Should any Software licensed under this Agreement become, or in Boundless’ opinion be likely to become, the subject of such an Infringement Claim, Boundless shall, at its option and expense, (a) procure for Subscription Customer the right to continued use thereof, (b) replace or modify such Software so that it becomes non-infringing, or (c) request return of the Software and, upon receipt thereof, the corresponding licenses are terminated and Boundless shall refund the prepaid but unused annual Subscription fees paid for the infringing Software.

12.3. Exclusions. Boundless shall have no liability if the alleged infringement is based on (a) combination with non-Boundless products, data or business processes, (b) use for a purpose or in a manner for which the Software was not designed, (c) use of any older release of the Software when use of a newer Boundless revision would have avoided the infringement, (d) any modification or alteration of the Software, (e) any intellectual property right owned or licensed by Subscription Customer, excluding the Software, (f) Boundless’ compliance with any materials, designs, specifications or instructions provided by Subscription Customer, (g) Subscription Customer using the Software after Boundless notifies Subscription Customer to discontinue using due to such a claim, or (h) open source software.

12.4. Limitation. SECTION 12 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND BOUNDLESS’ ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

13. Term and Termination.

13.1. This Agreement shall commence on the Effective Date and, unless sooner terminated as set forth herein, continue for the Term set forth in the Order Form. Either party may terminate this Agreement in the event that the other party breaches this Agreement and does not cure such breach within thirty (30) days of written notice. Subscriptions may be renewed upon mutual written agreement of the parties. The applicable license granted in Section 1 of this Agreement automatically terminates upon the termination of the underlying Subscription or this Agreement. Termination of this Agreement for any reason shall not relieve the parties of any obligation accruing prior to expiration or termination.

13.2. Upon termination of this Agreement for any reason, any amounts owed to Boundless under this Agreement will be immediately due and payable, all licensed rights granted in this Agreement will immediately cease to exist, and Customer must promptly discontinue all use of the Software, purge from its electronic or other storage facilities or records all Confidential Information of Boundless, including all copies of the Software and Documentation, and return to Boundless all Confidential Information of Boundless, including copies of the Software and Documentation on tangible media in Customer’s possession or control and certify in writing to Boundless that it has fully complied with these requirements. Customer shall have the right to retain all data and information inputted.

13.3. Sections 2, 3, 8, 9, 10, 12, and 14 shall survive the expiration or termination of this Agreement.

13.4. During the Term and for one (1) year following termination or expiration (but no more than once in a calendar year), Boundless and its auditors may inspect the records of Customer relating to its reproduction and use of the Software for the purposes of verifying its compliance with this Agreement. Customer shall cooperate fully with Boundless and its auditors in conducting audits and provide reasonable assistance. If an underpayment is discovered, Customer shall promptly pay such amount and reimburse Boundless for the cost of the audit.

14. General.

14.1. Entire Agreement. This Agreement, the Order Form (subject to the limitations below), the Technical Support Terms, the SLA (as defined herein), and the Documentation constitute the entire agreement between the parties concerning the subject matter hereof. The Order Form shall be for the sole purpose of defining quantities, prices and describing the Software and/or Technical Support to be provided under this Agreement and to this extent only are incorporated as a part of this Agreement and all other terms in purchase orders are rejected. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The terms located at a URL referenced in this Agreement are hereby incorporated by this reference. After the Effective Date, Boundless may provide Customer with an updated URL in place of any URL in this Agreement. Customer agrees that its purchase of a Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Boundless, including any roadmaps or target release dates, with respect to future functionality or features.

14.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.

14.3. Waiver. No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement.

14.4. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control (excluding payment of monies due).

14.5. No Third Party Beneficiaries. Unless otherwise specifically stated, the terms of this Agreement are intended to be and are solely for the benefit of Boundless and Customer and do not create any right in favor of any third party.

14.6. Governing Law and Jurisdiction. This Agreement shall be governed by the Laws of the State of Missouri, without reference to the principles of conflicts of law. The provisions of the Uniform Computerized Information Transaction Act and United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any litigation related to this Agreement shall be brought in the state or federal courts located in Missouri, and only in those courts and each party irrevocably waives any objections to such venue.

14.7. Notices. All notices must be in writing and shall be effective three (3) days after the date sent to the other party’s headquarters or other place of business outlined in this Agreement or associated Order Form. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

14.8. Government Regulation. Customer acknowledges that the Software is subject to export restrictions by the U.S. government and import restrictions by certain foreign governments. Customer may not export or re-export the Software except in compliance with the U.S. Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable. Customer shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any Software or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for: (a) terrorist activity, or (b) the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the U.S. government. Customer shall at all times comply with all applicable Laws and regulations in its performance under this Agreement, including without limitation any applicable anti-corruption laws.

14.9 Use by the United States Government. The Software and accompanying Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and Documentation by the U.S. Government shall be governed solely by the terms of this Agreement.

14.10. Assignment. The Agreement may not be assigned by either party by operation of law or otherwise, without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of the assets of the business to which the Agreement relates. Any such assignment by Customer shall be effective upon payment of all amounts then due.

14.11. Affiliates. Boundless and Customer agree that Affiliates of Customer may acquire Products from Boundless or its Affiliates by entering an Order Form with Boundless (or a Boundless Affiliate) that incorporates the terms and conditions of this Agreement and sets forth the then-applicable pricing. The parties acknowledge that adjustments to the terms of this Agreement may be made in a particular Order Form (for example, to address disparate tax and/or legal regimes in other geographic regions).

14.12. Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: the Order Form, this Agreement, and the terms located at any URL referenced in these terms.

14.13. Independent Contractors. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; the parties will at all times be and remain independent contractors.

14.14. Updates. Except as expressly provided herein, no modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Boundless may make changes to terms located at a URL referenced in this Agreement, including these terms (collectively, the “URL Terms”) from time to time. Boundless will post the amended terms and will update the “Last Updated Date” at the top. By continuing to access or use the Software after Boundless has provided Customer with such notice of a change, Customer is indicating that it agrees to be bound by the modified terms. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must notify Boundless within 30 days of the applicable Last Updated Date. If Customer notifies Boundless as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Subscription Period (or, in the case of Services, the completion of the applicable Services). If the Subscription Period is renewed, it will do so under the updated URL Terms.

15. Definitions.
“Affiliate” means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party. For purposes of this provision, control means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity.

“Confidential Information” means any and all information or proprietary materials (in every form and media) not generally known in the relevant trade or industry and which has been or is hereafter disclosed or made available by the Disclosing Party to the Receiving Party in connection with the transactions contemplated under this Agreement, including (a) all trade secrets, (b) existing or contemplated software, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any related information, and (c) information relating to business plans, sales or marketing methods and customer lists or requirements. Confidential Information does not include information that the Receiving Party can demonstrate (i) was in its possession at the time of disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by Receiving Party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by Receiving Party, or (iv) is independently developed by Receiving Party without regard to the Confidential Information.

“Disclosing Party” means the party disclosing Confidential Information.

“Documentation” means the documentation made available electronically as part of the Software, which may be modified during the Term.

“Error” means a failure in the Software to materially conform in all material respects to the specifications as described in the applicable Documentation.

“Major Release” means a generally available release of the Software designated by Boundless by means of a change in the digit to the left of the first decimal point (e.g. 2.x, 3.x, 4.x).

“Minor Release” means a generally available release of the Software designated by Boundless by means of a change in the digit to the right of the first decimal point (e.g. x.4, x.5, x.6) indicating changes in functionality that are compatible with the Major Release.

“Order Form” means the order form entered into by the parties incorporating this Agreement.

“Patch Release” means generally available code corrections and patches for the Software designated by Boundless by means of a change in the digit to the right of the Minor Release number (e.g. x.x.1, x.x.2).

“Receiving Party” means the party receiving Confidential Information.

“Software” means the object code version of the Boundless software set forth in an applicable Order Form.

“Subscription” means the right to access and use the Software during a specified term under Section 1.

“Subscription Customer” means a Customer who purchases a Subscription.

“Support Contact” means an individual technically familiar and competent with Customers’ systems who: (i) has “read, write and execute” access to the necessary files, English language communication skills and relevant technical knowledge; and (ii) is the designated Customer contact to receive Technical Support, and to resolve Customer technical issues related to the Boundless software as outlined in the Support Terms. The permitted number of Support Contacts is set forth in the Order Form.

“Technical Support” means the technical support provided by Boundless to Subscription Customers for the Software by assisting with Error remediation and Software upgrades as set forth in the Order Form and described in the Support Terms document located on the Boundless support portal.

“Upgrade” means a Major Release, Minor Release, or Patch Release of the Software.