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Terms & Conditions

OpsLock, Inc.

(updated as of November 18, 2020)

1.0 DEFINITIONS

Agreement” means this OpsLock, Inc. Subscription Agreement.

Authorized Users” means Customer’s employees and authorized independent contractors for whom Customer has permitted to use Customer’s subscription to the OpsLock Platform, the maximum permitted number of which is as set forth in the Order Form.

Customer” means the customer entity that is party to the applicable Order Form.

Customer Data” means any data or information resulting from the use of the OpsLock Platform by Customer.

Documentation” means OpsLock’s user manuals, handbooks and installation guides, if any, relating to the OpsLock Platform made available by OpsLock to Customer.

OpsLock” means OpsLock, Inc.

OpsLock Platform” means OpsLock’s industrial risk management platform, licensed in accordance with Section 2.1 of this Agreement and as ordered by Customer pursuant to the Order Form. OpsLock provides the OpsLock Platform to Customer as a software-as-a service, and OpsLock may include, as part of the OpsLock Platform, hardware and software for Customer to install and use at Customer’s site.

Order Form” means any OpsLock order form or online order, specifying the OpsLock services and products to be provided, that is entered between OpsLock and Customer from time to time, including any addenda and supplements thereto.

2.0 OPSLOCK PLATFORM

2.1 License. Subject to the terms and conditions of this Agreement and the applicable Order Form, including the payment by Customer of all fees pursuant to Section 5 hereof, OpsLock hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license during the Subscription Period to access and use the OpsLock Platform in connection with a OpsLock Platform subscription as designated on the Order Form solely for its internal business purposes, and to use and make a reasonable number of copies of the Documentation solely for its internal business purposes in connection with Customer’s use of the OpsLock Platform. OpsLock shall deliver the OpsLock Platform electronically, on tangible media, or by other means on a date agreed to by the Parties.

2.2 Restrictions on Usage. Customer shall not use the OpsLock Platform or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not, and shall not permit any Authorized User or other party to, (a) reverse engineer, disassemble, or decompile any component of the OpsLock Platform; (b) rent, lease, lend, sell, sublicense or otherwise distribute any Customer rights under this Agreement (except as expressly authorized hereunder) or otherwise use the OpsLock Platform for or to operate a service bureau, application service provider service, or any software-as-a-service offering in any way related to this Agreement; (c) modify, copy or make derivative works based on any part of the OpsLock Platform or Documentation; (d) use the OpsLock Platform to build a competitive offering; (e) remove any proprietary notices from the OpsLock Platform or Documentation; or (f) use the OpsLock Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

2.3 Open-Source Software. Certain software code incorporated into or distributed with the OpsLock Platform may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in this Agreement, the Open Source Software is not licensed under Section 2.1, and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. Customer agrees to comply with the terms and conditions of such open-source software license agreements.

2.4 Customer Data. Customer shall own all Customer Data. Customer may choose to log its Customer Data in its sole discretion. OpsLock will not collect or store Customer Data, other than usage data and statistics related to the OpsLock Platform (“Usage Data”). Customer hereby grants to OpsLock a royalty-free, non-exclusive license, with the right to sublicense to its affiliates, to use the Usage Data, in aggregate and anonymous format only, for any business or commercial purpose, including statistical analysis with respect to usage and traffic patterns, improving the OpsLock Platform, in connection with the further development of the OpsLock Platform, or for marketing purposes. OPSLOCK HAS NO LIABILITY UNDER THIS AGREEMENT FOR THE PROTECTION OF CUSTOMER DATA EXCEPT TO THE EXTENT RESULTING FROM OPSLOCK’S BREACH OF THIS SECTION 2.4.

2.5 Support Services. Subject to Customer’s compliance with this Agreement, OpsLock will provide Customer with the following support services:

A. Email Support. OpsLock will provide Authorized Users with email support (support@opslock.com) for use by Authorized Users Monday through Friday, 9am – 5pm EST, US holidays excluded, for problem resolution assistance, and OpsLock will respond to all support requests within one (1) business day.

B. Enhancements. During the Subscription Period, OpsLock will provide Customer with updates and enhancements that OpsLock generally offers for no additional fees to other subscribers of the OpsLock Platform. Major Improvements to the OpsLock Platform that OpsLock offers for additional fees will not be automatically provided to Customer. “Major Improvements” means material feature changes or improvements that OpsLock offers its customers for additional fees.

C. Support Exclusions. OpsLock will have no responsibility or liability of any kind, whether for breach of warranty or otherwise, arising or resulting from: (a) Customer’s or Authorized Users’ use of any version of the OpsLock Platform other than the then-current unmodified version provided to Customer; (b) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by OpsLock; (c) nonconformities resulting from abuse, negligence, or improper or unauthorized use of all or any part of the OpsLock Platform; (d) problems or errors caused by Customer’s, or other third parties’ products, services or equipment; or (e) material modification, amendment, revision, or change to the OpsLock Platform by any party other than OpsLock or OpsLock-authorized representatives. Any use of or reliance on data or data output contained in the OpsLock Platform is Customer’s sole responsibility.

3. CONFIDENTIALITY. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and] whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; (d) independently developed by the receiving Party; or (e) required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding the foregoing, if the receiving Party is required to disclose the disclosing Party’s Confidential Information pursuant to a duly authorized subpoena, court order or other government authority, the receiving Party will provide prompt written notice to the disclosing Party prior to such disclosure so that the disclosing Party may seek a protective order or other appropriate remedy.

4. AUTHORIZED USERS. On or as soon as reasonably practicable after the Effective Date, OpsLock will provide Customer and its Authorized Users access to use the OpsLock Platform. Customer agrees to ensure that all Authorized Users safeguard any usernames and passwords (“Credentials”) provided to them to use and access the OpsLock Platform. Customer agrees that it is responsible for all acts and omissions of Authorized Users and any activities conducted using their Credentials. Customer will notify OpsLock promptly if it learns of any unauthorized use of any Credentials or any other known or suspected breach of security related to the OpsLock Platform. Customer is responsible for all activities that occur under its Authorized Users’ accounts, for Authorized Users’ compliance with the terms of this Agreement, and for all acts or omissions of such Authorized Users. Customer and its Authorized Users will be fully and completely responsible for all changes to and deletions of Customer Data logged or maintained within the OpsLock Platform, as well as for the security of all Credentials required to use and access the OpsLock Platform.

5. FEES, PAYMENT AND SUSPENSION OF SERVICES

5.1 Fees and Payment. Customer will pay the Total Subscription Fees set forth in the Order Form for the Initial Subscription Period. The Total Subscription Fees shall also be paid to OpsLock for each Renewal Period, as applicable; provided, however, OpsLock reserves the right to increase the Total Subscription Fees applicable to any Renewal Period upon written notice provided to Customer at least sixty (60) days prior to the commencement of the next Renewal Period. All fees for the Initial Subscription Period and each Renewal Period will be billed in advance, with payment due within thirty (30) days of receipt of invoice, unless otherwise agreed upon in the Order Form. Payment of invoices for Invoiced Costs shall be due within thirty (30) days of receipt of invoice. The Total Subscription Fees applicable to this Agreement set forth above are exclusive of any sales, use, excise, and other taxes, as well as applicable export and import fees, customs duties, and similar charges, if any, that OpsLock is obligated to collect, except for taxes based on OpsLock’s net income. To the extent OpsLock is not so obligated, all such taxes are the responsibility of Customer.

5.2 Payment Default. If Customer fails to make any payment when due, in addition to all other remedies that may be available: (i) OpsLock may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) OpsLock may suspend Customer’s license to the OpsLock Platform for any period during which any payment owed to OpsLock has not been made by Customer. OpsLock also reserves the right to charge Customer a reinstatement fee of no more than one (1) month’s subscription fee applicable to the suspended services in the event of suspension, at OpsLock’s sole discretion.

6. OWNERSHIP. OpsLock retains all right, title and interest, including all intellectual property rights, in and to the OpsLock Platform, Documentation and all associated materials. Other than as expressly set forth in this Agreement, no licenses, subscriptions or other rights in the OpsLock Platform are granted to Customer. Customer hereby grants OpsLock and its affiliates a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the OpsLock Platform any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Authorized Users relating to the OpsLock Platform.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues until otherwise terminated, by written agreement of the parties, in accordance with Section 7.2 hereof or upon the expiration of the last Subscription Period or renewal thereof under any Order Form. Customer will be provided with access to the OpsLock Platform promptly after the Effective Date. The Subscription Term for the OpsLock Platform will begin on the Effective Date and continue for the duration of the Initial Subscription Term set forth in Section A above. Thereafter, the Initial Subscription Period will automatically renew for consecutive terms equal to the term of the Initial Subscription Period (each, a “Renewal Period”), unless and until either Party delivers to the other Party written notice of its intent not to renew the Agreement no later than sixty (60) days prior to the start of a Renewal Period. The Initial Subscription Term and any and all Renewal Periods are herein referred to as the “Subscription Period”.

7.2 Termination for Cause. Except for breach of payment terms as specified in Section 5, for which no notice period shall be necessary, either Party may terminate this Agreement for a material breach by the other Party of any of its terms and conditions upon a minimum of thirty (30) days written notice, provided the breach is not remedied during the notice period. Termination of this Agreement for cause shall result in automatic termination of Customer’s right to use the OpsLock Platform.

7.3 Updated OpsLock Platform Due to Deprecation of Software. In the event of any deprecation of any portion of the OpsLock Platform, OpsLock will provide Customer with an updated version of the OpsLock Platform with such portion deleted, and will notify Customer at least five (5) days in advance of providing such updated version. Upon receipt of the updated version of the OpsLock Platform from OpsLock, Customer shall immediately cease use of the prior version of the OpsLock Platform and use only the updated version of the OpsLock Platform for the remainder of the Subscription Period.

7.4 Effect of Termination. Upon any termination of this Agreement, Customer shall immediately discontinue all use of the OpsLock Platform, and each Party shall (i) immediately discontinue all use of the other Party’s Confidential Information; (ii) delete the other Party’s Confidential Information from its computer storage or any other media, including, without limitation, Customer Data, as applicable, but excluding Usage Data; (iii) return to the other Party or destroy (with written certification), all copies of such other Party’s Confidential Information then in its possession; and (iv) promptly pay all amounts due and remaining payable hereunder.

8. WARRANTY; DISCLAIMER.

8.1 Limited Warranties.

A. OpsLock represents and warrants that the OpsLock Platform will substantially conform to the Documentation for the ninety (90) days following the date that the OpsLock Platform is made available to Customer for Customer’s use. This warranty does not apply if the OpsLock Platform (i) has been altered, except by OpsLock or its authorized representative; (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by OpsLock; or (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident. In the event of a breach of this Section 8.1.A., as Customer’s sole and exclusive remedy, OpsLock shall repair, replace or cause the refund of the fees paid for the non-conforming OpsLock Platform. This remedy is conditioned upon Customer reporting the non-conformance in writing within the warranty period.

 B. OpsLock represents and warrants that prior to delivery of any OpsLock Platform, OpsLock will use generally available commercial virus scanning technology to detect any known viruses contained within the OpsLock Platform as delivered by OpsLock to Customer. OpsLock further represents, warrants and covenants that it will use commercially reasonable efforts to not introduce any virus into the OpsLock Platform. In the event a breach of this Section 8.1.B., as Customer’s sole and exclusive remedy, OpsLock will use commercially reasonable efforts, at no charge to Customer, to assist Customer in eradicating and mitigating the effects of the virus; provided, however, Customer acknowledges and agrees that OpsLock makes no warranties with respect to its ability to eradicate or mitigate such effects of the virus.

C. If OpsLock is unable to correct any breach of this section within thirty (30) days after receipt of Customer’s written notice, Customer may terminate this Agreement with respect to the OpsLock Platform and receive a refund of the unearned portion of all amounts paid under this Agreement in respect of the OpsLock Platform. Such refund will be payable within thirty (30) days after the effective date of termination of this Agreement.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE OPSLOCK PLATFORM AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND (B) OPSLOCK EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. OPSLOCK DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE OPSLOCK PLATFORM AND DOCUMENTATION WILL BE ACCURATE, WITHOUT INTERRUPTION OR ERROR FREE.

9. INDEMNITY.

9.1 By OpsLock. If any action is instituted by a third party against Customer based upon a claim that the OpsLock Platform, as delivered without modification and used as specified in all applicable documentation, infringes any third party’s U.S. intellectual property rights, OpsLock will defend such action at its own expense on Customer’s behalf and will pay all damages attributable to such claim which are finally awarded against Customer or paid in settlement.

9.2 Exceptions. Section 9.1 will not apply if the alleged claim arises, in whole or in part, from (a) a use or modification of the OpsLock Platform by Customer in a manner inconsistent with any applicable documentation, or outside the scope of any right granted or in breach of this Agreement, (b) a combination, operation or use of the OpsLock Platform with other software, hardware or technology not specifically authorized by OpsLock, or (c) the Customer Data (the “Customer Indemnity Responsibilities”).

9.3 Infringement or Likely Infringement. If the OpsLock Platform is enjoined or, in OpsLock’s determination is likely to be enjoined or otherwise infringing, OpsLock may, at its option and expense (a) procure for Customer the right to continue using the OpsLock Platform, (b) replace or modify the OpsLock Platform so that it they are no longer infringing but continue to provide comparable functionality, or (c) terminate Customer’s access to the OpsLock Platform and refund any amounts previously paid for the OpsLock Platform attributable to the remainder of the then-current term. This section sets forth the entire obligation of OpsLock and Customer’s exclusive remedy against OpsLock for any claim that the OpsLock Platform infringes a third party’s intellectual property rights.

9.3 By Customer. If any action is instituted by a third party against OpsLock or its affiliates (collectively the “OpsLock Indemnitees”) relating to (i) Customer’s negligent or willful misconduct, (ii) Customer’s or Authorized Users’ use of the OpsLock Platform or Documentation in a manner not authorized or contemplated by this Agreement, (iii) use of any version of the OpsLock Platform other than the most current version of the OpsLock Platform and Documentation delivered by OpsLock to Customer or (iv) Customer Indemnity Responsibilities, Customer will defend such action at Customer’s own expense on the OpsLock Indemnitees’ behalf and will pay all damages attributable to such claim which are finally awarded against the OpsLock Indemnitees or paid in settlement of such claim. This subsection will not apply to the extent that OpsLock has any indemnification obligation with respect to such claim pursuant to Section 9.1.

9.4 Procedure. Any Party that is seeking to be indemnified under the provision of this Section 9 (an “Indemnified Party”) must (a) promptly notify the other Party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”) and (b) give the Indemnifying Party the sole control over the defense of such Claim.

10. LIMITATION OF LIABILITY

10.1 IN NO EVENT WILL OPSLOCK OR ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 THE CUMULATIVE LIABILITY OF OPSLOCK TO CUSTOMER FOR ALL CLAIMS, INCLUDING NEGLIGENCE, ARISING FROM OR RELATING TO THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED, THE TOTAL AMOUNT OF ALL FEES PAID BY CUSTOMER TO OPSLOCK UNDER THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

10.3 Exclusions from Limitation on Liability. The limitations on liability in Sections 10.1 and 10.2 will not apply to a breach by OpsLock of its confidentiality obligations, or liability arising from OpsLock’s indemnification obligations.

10.4 Essential Basis of the Agreement. The limitations of liability set forth in Sections 10.1 and 10.2 are intended to apply without regard to whether other provisions of this Agreement have been breached or proven ineffective. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

11. GENERAL PROVISIONS

11.1 Publicity. Except with Customer’s prior written consent, OpsLock may not use any name, trademark, logo, or trade name of Customer (or any contraction, abbreviation, adaptation, or other variant thereof), or the name or likeness of any of Customer employees or staff, in any news/press/publicity release, advertising, publication, promotional material, or other commercial communication. Notwithstanding the foregoing, OpsLock may identify Customer as a customer of OpsLock, provided that OpsLock makes no statement that could reasonably be construed as an endorsement of OpsLock or the OpsLock Platform by Customer.

11.2 OpsLock Right to Subcontract. Customer agrees that OpsLock may subcontract any aspect of its obligations under this Agreement to qualified third parties; provided that any such subcontracting arrangement will not relieve OpsLock of any of its obligations hereunder.

11.3 Applicable Law and Venue. This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with, and governed by, the laws of the state of Texas, without giving effect to such jurisdiction’s rules regarding conflicts of laws. The Parties expressly agree that the exclusive jurisdiction for any claim or dispute arising from this Agreement resides in the federal and state courts located in Travis County, Texas, and each Party consent to the personal jurisdiction thereof.

11.4 Independent Contractors. Customer and OpsLock acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing this Agreement.

11.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original, and electronically stored copies of such counterpart(s) will be deemed an original, so long as any such counterpart is in an unalterable format, such as a PDF file; all of which when taken together will constitute one Agreement.

11.6 Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

11.7 Entire Agreement. This Agreement sets forth the entire understanding between the Parties related its subject matter and supersedes all prior oral and written understandings between the Parties related thereto. Neither of the Parties will be bound by any conditions, inducements or representations other than as expressly provided for in this Agreement. This Agreement will govern the relationship of the Parties. Purchase orders provided by Customer including any additional or conflicting terms and conditions will be for administrative purposes only and will have no force or effect. Only signed Order Forms will have binding effect on the Parties. In the event of a conflict between these Terms and Conditions and the Order Form, the terms of the Order Form shall govern.

11.8 Modifications. OpsLock may modify this Agreement from time to time by giving notice to Customer through OpsLock’s online user interfaces or email. Unless a shorter period is specified by OpsLock (e.g. due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order Form. If OpsLock specifies that the modifications to this Agreement will take effect prior to Customer’s next renewal or order, and Customer notifies OpsLock in writing at legal@opslock.com of Customer’s objection to the modifications within thirty (30) days after the date of such notice, OpsLock (at its option and as Customer’s exclusive remedy) will either: (i) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect) or (ii) allow Customer to terminate this Agreement and receive a refund of the pro rata amount of fees applicable to the remainder of the then-current Subscription Term.

11.9 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing.

11.10 Export Compliance. The Parties represent that, except as allowed under applicable U.S. Government export laws and regulations, no technical data, hardware, software, technology, or other information furnished under this Agreement by either Party shall be disclosed to any foreign person, firm, or country, including foreign persons employed by or associated with Customer. Furthermore, both Parties shall not allow any re-export of any technical data, hardware, software, technology, or other information furnished, without first complying with all applicable U.S. Government export laws and regulations. Prior to exporting any technical data, hardware, software, technology, or other information furnished hereunder, and receive the other Party advance written approval. Each Party shall indemnify, defend, and hold the other Party harmless from and against any and all claims, demands, actions, suits, proceedings, losses, damages, penalties, obligations, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising directly or indirectly from breaches of this provision by the other Party.

11.11.Survival. The following Sections shall survive any termination of this Agreement: 2.2, 2.4, 3, 6, 7.4, 8.2, and 9-11.

11.12 Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written approval, except that OpsLock may assign this Agreement to an entity that acquires or is merged with OpsLock or that purchases all or substantially all of the assets of OpsLock.

11.13 Notice. All notices required by or relating to this Agreement will be in writing and will be sent by means of certified mail, postage prepaid, to Customer at the addresses set forth on the Order Form; if to OpsLock at: Chief Executive Officer, OpsLock, Inc., 500 E. 4th Street, Suite 115, Austin, Texas 78701, or addressed to such other address as the receiving Party may have given by written notice in accordance with this provision.

[End of Terms and Conditions]

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