This Agreement contains the terms and conditions that govern access to and use of the Service and is an agreement by and between UpGuard, Inc., a Delaware corporation located at 650 Castro Street, Suite 120-387, MOUNTAIN VIEW CA 94041, USA (“Company”), and you or the entity you represent (“Customer”). This Agreement takes effect when you sign the Order Form referencing these terms or, if earlier, when you use the Service (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. We may update or change any part or all of this Agreement at any time in accordance with Section 12.11 

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1. Definitions

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.

1.1. “Authorized User” means a Customer’s employee or contractor who provides services to Customer such that access to the Services is required. 

1.2. “Company Data” means Company’s proprietary data and proprietary information provided to Customer in connection with Customer’s use of the Services, including, without limitation, reports, evaluations and/or security scores regarding Monitored Organizations that are accessible through the Services. 

1.3. “Customer Data” means, Customer’s proprietary data and proprietary information input into and/or stored by the Services or provided by Customer to Company in connection with the Services. 

1.4. “Customer Marks” means the Customer’s name, trademarks, and logos, collectively.

1.5 “Documentation” means the then-current standard user documentation for the Services that Company makes generally available to its customers at https://help.upguard.com/en/. 

1.6. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world. 

1.7. “Maintenance Services” means the standard maintenance and support services for the Services that Company provides to its customers as described in Exhibit A.

1.8. “Monitored Organization” means any organization tracked or monitored by the Services. 

1.9. “Order Form” means the document on which Customer orders access to the Services. 

1.10. “Reseller” means a third-party entity that sells the Services directly to Customer. 

1.11. “Service(s)” means the online services provided by Company, as further described in an Order Form. 

1.12. “Software” means any Company or third-party software used by Company to provide the Services. 

1.13. “Usage Data” means data regarding usage of the Services collected by or provided to Company, including, without limitation, log data, Monitored Organization counts, number of accounts, login credentials, and usage statistics collected by the Services or otherwise provided by Customer and/or Authorized Users to the Company relating to the Services. 

2. Access to Services

2.1. Right to Use. Subject to Customers compliance with the terms and conditions of this Agreement (including, without limitation, payment of the applicable Fees in accordance with Section 4, commencing on the start date set forth in the Order Form and continuing for the Term, Company grants Customer a non-exclusive right to access the Services as further specified in the executed Order Form, solely for Customer’s internal business purposes and limited to the number of Authorized Users and Monitored Organizations set out in the Order Form, as applicable. 

2.2. Restrictions. Customer shall not attempt to interfere with or disrupt the Services or the Software or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services). Customer shall not allow access to or use of the Services by anyone other than Authorized Users. Customer will not and will not allow any Authorized Users to: (a) copy or modify any portion of the Services or the Software; (b) distribute, transfer, sublicense, lease, lend or rent any portion of the Services or the Software to any third party; (c) use or deploy the Services on any Monitored Organization in excess of those for which the Customer has paid the relevant Fees; (d) alter or remove any proprietary notices in the Services or the Software; (e) use the Services or Software for any unlawful purpose or in a manner to adversely affects the availability of the Services or the Software or in contradiction of the Documentation; or (f) with regards to any testing conducted on the Service, disclose to any third party or publish the results of such testing.  Customer acknowledges and agrees that portions of the Services and the Software constitute or contain trade secrets of Company and its licensors.  Accordingly, Customer agrees not to disassemble, decompile or reverse engineer the Services or the Software, or permit or authorize a third party to do so, except to the extent such restrictions are prohibited by applicable law.

2.3. Limited Rights. Customer’s rights in the Services will be limited to access expressly granted in Section 2.1 of this Agreement. Company reserves all rights and licenses in and to the Services not expressly granted to Customer under this Agreement. 

2.4. Maintenance Services. Company will provide Customer with the Maintenance Services set forth in the Order Form in accordance with the terms of this Agreement. 

2.5 Company APIs.  Company may, from time to time, provide access to certain of Company’s APIs to enable dynamic access to the Services.  Subject to Customer’s compliance with the terms and conditions of this Agreement and the Documentation, to the extent Company makes access to such APIs (the “Company APIs”) available to Customer, Company hereby grants to Customer during the Term of this Agreement, a non-exclusive, non-transferrable, non-assignable, non-sublicensable license to use the APIs to enable dynamic access to the Services for Company internal purposes only and for no other purposes.  To the extent Company grants such license, the Company APIs will be deemed to be  “Software” for the purposes of Section 2.2 only, and notwithstanding anything to the contrary in this Agreement, the Company APIs are provided on an as-is basis, and Company may revoke the license granted under this section at any time. Customer’s rights in the Company APIs will be limited to access expressly granted in Section 2.5 of this Agreement.  Company reserves all rights and licenses in and to the Company APIs not expressly granted to Customer under this Agreement. 

3. Customer Obligations

3.1. Cooperation and Assistance. As a condition to Company’s obligations contained in this Agreement, Customer shall at all times: (a) provide Company with good faith cooperation and assistance and make available such information and personnel and other Customer personnel as may be reasonably required by Company in order to provide the Services and Maintenance Services; (b) provide such personnel assistance and other Customer personnel, as may be reasonably requested by Company from time to time; and (c) carry out in a timely manner all other Customer responsibilities set forth in this Agreement. 

3.2. Enforcement. Customer shall ensure that all Authorized Users comply with the terms and conditions of this Agreement.  Customer shall promptly notify Company of any suspected or alleged violation of the terms and conditions of this Agreement and shall cooperate with Company with respect to: (a) investigation by Company of any suspected or alleged violation of this Agreement; and (b) any action by Company to enforce the terms and conditions of this Agreement.  Company may suspend or terminate any Authorized User’s access to the Services in the event that Company reasonably determines that such Authorized User has violated the terms and conditions of this Agreement. Customer will at all times be responsible for all actions taken by or on behalf of an Authorized User, whether such action was authorized by an Authorized User. Customer shall be liable for any violation of the terms and conditions of this Agreement by any Authorized User.

3.3. Telecommunications and Internet Services. Customer acknowledges and agrees that Customers’ and its Authorized Users’ use of the Services is dependent upon access to telecommunications and Internet services. Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Company shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services

3.4. Marketing. Company will obtain Customer's prior written approval to use the Customer name, trademarks and logos (collectively the “Customer Marks”) in any marketing materials. Company will use its commercially reasonable efforts to cooperate with Customer in monitoring use of the Customer Marks. All goodwill developed from the use of the Customer Marks shall be solely for the benefit of Customer. Customer retains the right to revoke any approvals provided under this section with written notice to Company provided: (a) Company shall have a reasonable time to remove the Customer Marks from promotional materials; (b) Company shall be entitled to exhaust materials printed during the Term that include the Customer Marks; and (c) Company shall not be required to remove any such printed materials from circulation.

4. Orders and Payment Terms

4.1. Order Form.  Customer may submit Order Forms to Company or Reseller to purchase access to the Services.  No Order Form will be deemed accepted by Company unless and until Company accepts such Order Form in writing.  Any terms and conditions contained in any Order Form that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such Order Form, unless expressly stated that such terms supersede this Agreement.

4.2. Delivery. Company will deliver the Services to Customer by permitting Customer and its Authorized Users to access Services through delivery of login credentials. 

4.3. Fees and Payment Terms. Customer agrees to pay Company the fees specified in the accepted Order Form (“Fees”).  Unless otherwise specified in an Order Form, all Fees will be due in advance and payable within thirty (30) days after the date of Company or Reseller’s invoice. Customer will pay all invoices in full, without reduction or setoff of any kind. Any payment due under this Agreement not received by Company or Reseller within ten (10) days of the due date will incur interest at a rate of 1.5% per month, or the maximum rate allowed by law, whichever is lower. 

5. Confidentiality

5.1. Definition. “Confidential Information” means any business or technical information disclosed by one Party to the other Party that: (i) if disclosed in writing, may be marked “confidential” or “proprietary” at the time of disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand or would have reason to believe the information to be confidential or proprietary.  For clarity, (a) Customer Data is considered to be Confidential Information of Customer; (b) Company Data and the Services are Company’s Confidential Information; and (c) the terms of this Agreement constitute Confidential Information of both Parties. 

5.2. Exclusions. The obligations and restrictions set forth in Section 5.3 will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving Party; (ii) is rightfully known by the receiving Party at the time of disclosure; (iii) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (iv) the receiving Party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing Party. 

5.3. Use and Nondisclosure. A receiving Party will not use the disclosing Party’s Confidential Information except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this section. Each receiving Party will protect the disclosing Party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving Party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 5.3 will remain in effect during the term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement, provided that, as to any Confidential Information that the Disclosing Party maintains as a trade secret, the Receiving Party’s obligations under this Section 5 will remain in effect for as long such Confidential Information remains a trade secret. 

5.4. Permitted Disclosures. The provisions of this Section 5 will not restrict either Party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that, if legally permissible, the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest such order or requirement or limit the scope of such request.  The Party responding to such an order or requirement will only disclose that information that is expressly required. Either Party may disclose the terms and conditions of this Agreement to such Party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, before they may access such information, any such third parties are, either: (a) bound by a written agreement to keep such information confidential; or (b) subject to a professional obligation to maintain the confidentiality of such information. 

6. Ownership

6.1. Services, Maintenance Services, and Company Data. Subject to the rights granted to the Customer per Section 2.1, as between Company and Customer, the Services, Maintenance Services, Company Data, and all related Intellectual Property Rights, are and shall remain the exclusive property of Company or its licensors. 

6.2. Customer Data. Company acknowledges that, as between Customer and Company, Customer owns all worldwide right, title and interest in and to all Customer Data and Company will not obtain any ownership rights in such data.  Customer hereby grants to Company a royalty free, non-exclusive, revocable license during the Term to use the Customer Data (i) to provide the Services and Maintenance Services to Customer; and (ii) to improve the Services. 

6.3. Usage Data. Customer acknowledges and agrees that Company may collect or receive Usage Data in connection with Customer’s use of the Services and that such Usage Data is and will remain the sole and exclusive property of Company. Company may use the Usage Data for its business purposes, including, without limitation, to improve and market Company’s products and services provided that such data is not distributed or otherwise conveyed to any third parties (except subcontractors) in a context that could reasonably identify Customer as its source. To the extent Usage Data is personal information, Company may process such Usage Data in accordance with Company’s Privacy Policy available at: https://www.upguard.com/company/privacy. For clarity, Usage Data is not Customer Data.

6.4. Suggestions. Customer hereby grants to Company a royalty free, non-exclusive, irrevocable, worldwide license to use any suggestions, comments, feedback or the like that the Customer has provided to Company relating to the Services for its business purposes. 

7. Term and Termination

7.1. Term. Unless terminated earlier as provided in this Agreement, this Agreement shall begin from the Effective Date and will continue until the end date of the last to expire Order Form.

7.2. Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to correct the breach within fifteen (15) days following written notice specifying the breach; provided that the cure period for any breach with respect to payment shall be five (5) business days. 

7.3. Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement: (i) Customer’s and Authorized Users’ right to access and use the Services shall immediately terminate; (ii) Customer and its Authorized Users shall immediately cease all use of the Services; (iii) Company shall not be obliged to provide any Maintenance Services; and (iv) each Party shall delete (except for an archival copy for legal record keeping purposes) and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other Party. 

8. Warranty

8.1. Warranties by both Parties. Each Party warrants that it has full power and authority to enter into and perform its obligations under this Agreement, and the person entering into this Agreement on such Party’s behalf has been duly authorized and empowered to enter into this Agreement. 

8.2. Service Warranty. Company warrants to the Customer that the Services will perform under normal use in all material respects with the Documentation. Company’s sole obligation under the limited warranty set forth in this Section 8.2 is to use its reasonable efforts to correct or replace any non-conforming Services or, at Company’s sole discretion, to terminate this Agreement and Company shall refund fees paid by Customer on a pro-rata basis from the date of termination of the Services. 

8.3. Exclusions. The warranties under Section 8.2 do not apply to any: (a) use of the Services not in accordance with this Agreement, including Customer operation or use of the Services other than in accordance with applicable Documentation; (b) modification, damage, misuse or other unauthorized action of Customer or any third-party or; (c) combination of the Services with any goods, services or other items provided by Customer or any third party.

8.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.2, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.2, COMPANY DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO SERVICE AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 

9. Indemnification

9.1. Indemnification by Company. Company shall defend any suit or action brought against Customer, to the extent that it is based upon a third-party claim that the Services, as provided by Company to Customer pursuant to this Agreement, infringes any U.S. patent or any copyright or misappropriates any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against or agreed in settlement by Customer. Company’s obligations under this Section 9.1 are contingent upon: (a) Customer providing Company with prompt written notice of such claim; (b) Customer providing reasonable cooperation to Company in the defense and settlement of such claim; and (c) Company having sole authority to defend or settle such claim. 

9.2. Enjoinment. If Customer’s use of the Service is, or in Company’s opinion is likely to be, enjoined due to the type of claim specified in Section 9.1, then Company may at its sole option and expense: (i) replace or modify the Services to make it non-infringing and of equivalent functionality; (ii) procure for Customer the right to continue using the Services under the terms of this Agreement; or (iii) if Company is unable to accomplish either (i) or (ii) despite using its reasonable efforts, terminate Customer’s rights and Company’s obligation under this Agreement with respect to such Services and refund to Customer a pro-rata portion of the Fees paid by the Customer relating to the period which Customer would have had access to the Services.  

9.3. Exclusions. Notwithstanding the terms of Section 9.1, Company will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) use of the Services not in accordance with this Agreement, including Customer operation or use of the Services other than in accordance with applicable Documentation; (b) modification, damage, misuse or other action of Customer or any third party; or (c) combination of the Services with any goods, services or other items provided by Customer or any third party. 

9.4. Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF COMPANY AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE. 

9.5. Indemnification by Customer. Customer shall defend Company, its officers, directors and employees (collectively, “Company Indemnitees''), from and against any action or suit brought against a Company Indemnitee by a third party in connection with Customer’s or an Authorized User’s use of the Services (other than any claim for which Company is responsible under Section 9.1), including, but not limited to, a claim that the Customer Data or Customer’s use of the Services in breach of this Agreement infringes or misappropriates any Intellectual Property Rights of a third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against or paid in settlement by Company. Customer’s obligations under this Section 9.5 are contingent upon: (a) Company providing Customer with prompt written notice of such claim; (b) Company providing reasonable cooperation to Customer, at Customer’s expense, in the defense and settlement of such claim; and (c) Customer having sole authority to defend or settle such claim. 

10. Limitation of Liability

‍EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2.2 OR SECTION 5, AND FOR A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF INCOME, DATA, PROFITS OR REVENUE,  BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2.2 OR SECTION 5, AND FOR THE PARTIES INDEMNIFICATION OBLIGATIONS IN SECTION 9, IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY AND ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S ACCESS TO AND USE OF THE SERVICES EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. 

11. Acknowledgement

‍The Parties acknowledge that the limitations and exclusions contained in Sections 8 and 9 and elsewhere in this Agreement have been the subject of negotiation between the Parties and represent the Parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement, and the payments made hereunder. Without limiting the generality of the foregoing, the Parties acknowledge and agree that: (a) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies will be severable and independent of any other provisions and will be enforced as such, regardless of any breach hereunder; and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. 

12. General

12.1. Survival. The rights and obligations of Company and Customer contained in Sections 4 (Orders and Payment Terms), 5 (Confidentiality), 6 (Ownership), 7.3 (Rights and Obligations Upon Expiration or Termination), 9 (Indemnification), 10 (Limitation of Liability), 11 (Acknowledgement), and 12 (General) shall survive any expiration or termination of this Agreement. 

12.2. Governing Law.  This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions.  Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in the Northern District of California in San Francisco County.  Company and Customer hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding. 

12.3. Waiver. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. 

12.4. Notices. All notices, including notices of address change, required to be sent hereunder will be in writing (email being sufficient) and will be sent: (i) via email to legal@upguard.com or to finance@upguard.com as applicable; (ii) to the addresses set forth above; or (iii) delivered in person.  The notices will be deemed to have been given upon: (a) the date actually delivered in person; (b) the day after the date sent by overnight courier or email; or (c) three (3) days following the date such notice was mailed by first class mail, or to Company via email, as applicable. Notices sent via mail must be confirmed by email sent to the foregoing email addresses.

12.5. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. 

12.6. Code of Conduct. Company operations are grounded in ethical fundamentals and aligned with an emerging global consensus on basic standards of corporate behavior with a minimum commitment to observe the law, protect the environment, avoid bribery, and conduct business in a truthful manner. Company Code of Conduct details its standard of conduct governing its minimum commitment in areas of integrity, ethics and conduct, conflict of interest, corporate governance, labour and human rights, health and safety and environmental management.

12.7. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such Party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, service provider defaults and material shortages (each a “Force Majeure Event”).  Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such Party continues to use commercially reasonable efforts to resume performance.

12.8. Compliance with Laws. Each Party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States. 

12.9. Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent. 

12.10. Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Company’s prior written consent. Company may freely assign or transfer this Agreement, in whole or in part, by operation of law or otherwise. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, this Agreement shall inure to the benefit of the successors and permitted assigns of the Parties. 

12.11. Entire Agreement; Modifications. This Agreement together with the exhibits hereto constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement, including for the avoidance of doubt, any prior non-disclosure agreements executed by the Parties. 

This Agreement (including any Policies) may be modified at any time by posting a revised version here or by otherwise notifying you via email if there is a major modification. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the UpGuard website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement. 

12.12. Order of Precedence. Unless an Order Form expressly states a term takes precedent of the Agreement, any ambiguity, conflict or inconsistency between the documents comprising this contract shall be resolved according to the following order of precedence: (i) this Agreement; (ii) any applicable exhibits; and (iii) any Order Forms; provided that the Company’s standard terms and conditions or any terms contained on a purchase order, invoice, or other Customer documentation will not apply to the relationship between the Parties.

12.13. Non-Exclusive Remedies. Except as set forth in Sections 8.2, 8.3, and 9.4, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 

12.14. Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity. 

12.15. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it. 

12.16. Trade Compliance. Each Party will comply fully with all applicable export control and sanctions laws and regulations of the U.S. and any country having competent jurisdiction, including restrictions on dealing with prohibited parties, embargoed regions, and restricted end use activities. If Company determines that Customer has breached its obligations under this section, becomes subject to sanctions or an export denial, or there is a change in applicable laws that make performance of this Agreement impermissible, Company shall have the right to terminate the Agreement immediately without notice or remedy.

12.17. Headings. The headings in this Agreement are for the convenience of reference only and have no legal effect.