END USER LICENSE AGREEMENT

Last Updated: June, 2025

IMPORTANT-READ CAREFULLY:

This Software and Services Agreement (hereinafter, this “Agreement”) sets forth the terms and conditions under which Gravwell Inc. (“Gravwell”) is willing to license access to Software, on a subscription basis, and provide certain services to the individual, the company, or the legal entity identified on the Order Form (hereinafter, “Customer”) entered into in accordance with this Agreement. Use and provision of the Software and related services is conditioned on Customer’s acceptance of all the terms of this Agreement. Capitalized terms used above and not defined have the meanings given to them in Section 1 below.

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE PURCHASING ANY SERVICES FROM GRAVWELL OR ENTERING INTO ANY ORDER FORM. THIS AGREEMENT IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND GRAVWELL. BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT”, OR ACCESSING AND/OR USING THE SOFTWARE OR ANY OTHER GRAVWELL TECHNOLOGY OR ANY PART THEREOF, AS AN AUTHORIZED REPRESENTATIVE OF THE CUSTOMER NAMED ON THE APPLICABLE ORDER FORM ON WHOSE BEHALF YOU ACCESS AND/OR USE THE SOFTWARE, YOU: (1) ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS, AND (2) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO USE THE SOFTWARE ON BEHALF OF THE CUSTOMER AND TO BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT OR DO NOT HAVE SUCH AUTHORITY, DO NOT ACCEPT THIS AGREEMENT OR ACCESS OR USE THE SOFTWARE (OR ANY PART THEREOF).

If Customer has entered into a separate written agreement with Gravwell for the use of the Software, then the terms of that separate written agreement shall apply, and this Agreement shall have no effect with respect to the Customer’s use of the Software.

1. DEFINITIONS

1.1. “Access Credentials” means a license file, license key and/or other access credentials issued by Gravwell to Customer to download and/or activate the Software under the applicable Order Form,

1.2. “AI Features” means features or functionality enabled by artificial intelligence technology, including large language models or machine learning, that Gravwell makes available as part of the Software.

1.3. “Authorized Machines” means the of physical servers or virtual machines owned or operated by Customer, on which the Self-Hosted Version is authorized to be installed, as specified in the applicable Order Form and subject to the terms of this Agreement and any applicable Usage Limitations. “Authorized Machine” shall include Purchased Hardware.

1.4. “Authorized Users” means Customer’s employees, contractors, or personnel who are authorized by Customer to use the Software in accordance with this Agreement, and subject to any applicable Usage Limitations.

1.5. “Customer Environment” means the cloud or hosted network or environment operated or managed by Customer.

1.6. “Documentation” means the documentation for the Software generally supplied by Gravwell to assist its customers in their use of the Software.

1.7. “Gravwell Technology” means any and all of the following: (i) the Software; (ii) any accompanying or related Documentation; (iii) other materials including, but not limited to content made available by Gravwell; (iv) any back-end software programs, features or functionality of the Self-Hosted Version of the Software that are maintained, hosted and/or operated by Gravwell in Gravwell’s environment as described in the Order Form and/or Documentation, and which may include certain AI Features (“Backend Features”), and (v) any and all modifications, improvements, and/or enhancements to any of the items set forth in clause (i) through (iv).

1.8. “Maintenance and Support Term” means the period specified on the applicable Order Form during in which Gravwell will provide Support Services to Customer, and, unless otherwise set forth on the applicable Order Form, shall commence on the date of delivery of the Software as set forth in Section 2.6.

1.9. “Order Form” means a written quotation, work order, statement of work, order form or other ordering document entered into by Customer with Gravwell or a Gravwell authorized reseller in accordance with this Agreement, which identifies, as applicable, the Subscription and specific Software licensed by Customer (Saas Version or Self-Hosted Version), any Support Services, and/or any Professional Services purchased by the Customer, any applicable Usage Limitations, and the fees for the Subscription, Support Services and/or Professional Services purchased by Customer.

1.10. “Professional Services” means the implementation, configuration or other professional services to be provided to Customer by Gravwell as specified on the applicable Order Form.

1.11. “Purchased Hardware” means any physical server hardware component with the Self-Hosted Version of the Software pre-installed that is purchased by Customer.

1.12. “SaaS Version” means the version of the Software that is hosted by Gravwell online and made available to the Customer for access over the internet.

1.13. “Self-Hosted Version” means the version of the Software that is deployed and hosted by the Customer in the Customer Environment.

1.14. “Software” means Gravwell’s proprietary software programs, applications, and products listed on the applicable Order Form, and any Updates and Upgrades thereto, that are made available by Gravwell as a SaaS Version or Self-Hosted Version (as specified in the Order Form), subject to the terms of this Agreement.

1.15. “Subscription Term” means the period specified in the applicable Order Form during which Customer is licensed, on a subscription basis, to use the Software and any renewals thereof by the parties pursuant to Section 2.1 or as set forth in the Order Form.

1.16. “Support Services” means the support and maintenance services for the Software purchased by Customer as further described in the applicable Order Form.

1.17. “Updates and Upgrades” means bug fixes, maintenance releases, and/or new versions of the Software, that are generally made available to Gravwell customers who have purchased a subscription for the Software.

1.18. “Usage Limitations” means any usage parameters, license restrictions or other limitations for the Software specified in the applicable Documentation, Order Form, or in writing by Gravwell regarding the scope of use of the Software (or any part thereof) by Customer and/or its Authorized Users which may include, volume limitations for usage and data ingestion rates, memory, CPUs, connectivity, number of end points, number of Authorized Machines, and/or a maximum number of permitted users and/or seats for the use of the Software.

2. SOFTWARE USE AND LICENSE TERMS

2.1. Subscriptions. The Software is provided by Gravwell to Customer under this Agreement on a subscription basis pursuant to the subscription plan purchased by Customer as specified in the applicable Order Form (the “Subscription”). Each Subscription shall begin on the start date specified in the applicable Order Form and continue for the Subscription Term. Unless otherwise set forth in the applicable Order Form, a Subscription may only be renewed upon mutual written agreement by the parties.

2.2. License Grants

(i) Self-Hosted Version. If Customer has purchased a license to the Self-Hosted Version (as specified on the applicable Order Form), subject to the terms and conditions of this Agreement (including, payment of applicable fees), Gravwell hereby grants to Customer, during the applicable Subscription Term, a non-exclusive, non-transferable, non-sublicensable, limited license to: (a) install and execute the Self-Hosted Version of the Software on the Authorized Machine(s), solely in object code, to deploy the Self-Hosted Version in the Customer Environment, and (b) permit Authorized Users to access and use the Self-Hosted Version of the Software, solely in object code and within the Customer Environment. Customer may make a reasonable number of copies of the Software for the sole purpose of staging, testing, backing-up and archiving the Software. Each copy of the Software is subject to this Agreement and must contain the same titles, trademarks, and copyright notices as the original.

(ii) SaaS Version. If Customer has purchased a license to the SaaS Version (as specified on the applicable Order Form), subject to the terms and conditions of this Agreement (including, payment of applicable fees), Gravwell hereby grants to Customer, during the applicable Subscription Term, a non-exclusive, non-transferable, non-sublicensable limited right to permit Authorized Users to use and access the SaaS Version of the Software, solely in object code, over the internet through the customer portal designated by Gravwell.

(iii) Documentation. Subject to the terms and conditions of this Agreement Gravwell grants Customer a non-exclusive, non-transferable, non-sublicensable limited licenses to use reproduce and use a reasonable number of copies of the applicable Documentation in support of the Customer’s use of the Software in the exercise of the licenses and rights granted in this Section 2.2.

(iv) License Scope. The licenses granted to Customer under this Section 2.2 (as applicable) are limited to Customer’s use of the Software solely (a) for Customer’s internal business purposes; (b) within the Usage Limitations; and (c) in accordance with the applicable Documentation and the terms of this Agreement. The parties also agree to be bound by any further license restrictions set forth on the Order Form. The configuration and execution of the Software is supervised by the Access Credentials, which may include a cryptographic license key or a machine-bound copy protection. The Agreement permits use of the Software, only within the boundaries established by the Access Credentials.

2.3. Evaluation Licenses. Notwithstanding Section 2.2, if Customer has obtained the Software (or any component thereof) on a trial basis as specified on the applicable Order Form (the “Trial Version”), Customer understands and agrees that the applicable licenses and rights set forth in Section 2.2 are granted by Gravwell to Customer for the Trial Version solely: (i) for 30 days from delivery of the Software as set forth in Section 2.6 below (“Trial Period”), and (ii) for Customer’s own internal evaluation purposes, and subject to any and all technical limitations implemented by Gravwell in the Trial Version. Customer acknowledges and agrees that, unless otherwise specified in the applicable Order Form, if Customer has not purchased a subscription prior to the expiration of the Trial Period, this Agreement will automatically terminate (without the requirement of providing any termination notice) and the Trial Version may cease functioning. Customer may not obtain a Trial Version of the same Software for more than one trial or evaluation term in any twelve month period, unless otherwise agreed to by Gravwell in writing. Gravwell may revoke Customer’s evaluation or trial license at any time and for any reason. Sections 7.1 (Limited Warranty) and 11.1 (Indemnification) shall not be applicable to any Trial Version. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).

2.4. Restrictions. Customer shall not, and shall not permit any third party (including, without limitation, any Authorized Users) to: (i) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Gravwell Technology (or any part or component thereof) available for access by third parties except as otherwise expressly authorized in this Agreement; (ii) access or use the Gravwell Technology (or any part or component thereof), Support Services and/or Professional Services for the purpose of developing competitive products or services; (iii) publicly disseminate performance information or analysis (including benchmarks) relating to the Gravwell Technology; (iv) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets, or any underlying ideas, algorithms and/or technology from or about the Gravwell Technology (or any part thereof); (v) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Gravwell or its suppliers on or within the Gravwell Technology; (vi) interfere with or disrupt the integrity or performance of the SaaS Version of the Software or any Backend Features (or any part therefor), or any system, network or data related thereto; (vii) attempt to disable or circumvent any time-control disabling functionality or other mechanisms in the Trial Version); (viii) use the Gravwell Technology (or any part thereof) in a way that violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; (ix) attempt to probe, scan or test the vulnerability of the SaaS Version of the Software or any Backend Features without prior authorization of Gravwell; (x) use the SaaS Version of Software or any Backend Features to send, store or transmit any materials containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (xi) use the Gravwell Technology to engage in any of Customer’s time-critical, or mission-critical functions; or (xii) use the Gravwell Technology (or any part thereof), in any manner that violates in any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations and data privacy laws, rules and regulations.

2.5. Updates and Upgrades. During the Subscription Term, subject to Customer’s payment of applicable fees, Gravwell shall provide Customer with Updates and Upgrades that are generally made available to Gravwell’s customer base at no additional charge. For the avoidance of doubt, Updates and Upgrades are not included in or part of the Support Services. Updates and Upgrades expressly excludes any additional, new and/or separate products, features, enhancements, functionality, and/or services which Gravwell may make available on a commercial basis to its customers as add-on features to the Software which are typically subject to separate fees (“Excluded Features”). Such Excluded Features shall be subject to Gravwell’s then-current fees for such Excluded Features. Customer may purchase access to such Excluded Features pursuant to an Order Form entered into by the parties hereunder. The use of any Excluded Features purchased by Customer hereunder shall be governed by the terms of this Agreement, and shall be deemed included in the definition of “Software”, unless such Excluded Features are governed by separate terms and conditions and/or a separate agreement entered into Customer and Gravwell for such Excluded Features.

2.6. Delivery. Following execution of an Order Form, Gravwell will issue the Access Credentials to Customer at the email specified in the applicable Order Form, upon which, delivery of the Software shall be deemed to have been made. The Access Credentials, Software, and Documentation shall be delivered by Gravwell solely in electronic form.

2.7. Authorized Machines. Authorized Machines may be located in the data centers of Customer’s hosting service providers, so long as the Authorized Machines are solely under Customer’s control. The purchase and use by Customer of Purchased Hardware, including any warranties related thereto, shall be subject to Gravwell’s then-current Sales Terms available at https://docs.gravwell.io/eula.html (the “Sales Terms”) and not this Agreement. In the event of any conflict between the terms of this Agreement and the Sales Terms, the Sales Terms shall control solely with respect to the Purchased Hardware. For the avoidance of doubt, the use of the Self-Hosted Version installed or otherwise used on any Purchased Hardware shall be subject to the terms and conditions of this Agreement.

2.8. AI Features. If Customer or any of its Authorized Users’ use an AI Features, Customer acknowledges, understands and agrees that: (i) artificial intelligence and machine learning are rapidly evolving fields of study, (ii) given the probabilistic nature of machine learning, use of the AI Features may in some situations result in incorrect output that does not accurately reflect real people, places, or facts, or conform to Customer’s specifications, prompts or requirements, and (iii) Customer is responsible for evaluating the accuracy of any output as appropriate for Customer’s use case, including by using manual human review. Without limitation to Section 2.4, Customer agrees that it will not, and it will not permit any Authorized Users or other person to: (a) use the AI Features or any output to develop, train, or improve any AI or ML models (separate from authorized use of the Software under this Agreement); (b) represent any output as being approved or vetted by Gravwell or its affiliates, personnel, service providers, agents, or representatives; or (c) represent any output as being an original work or a wholly human-generated work.

2.9. Third Party Integrations. The Software may allow Customer to integrate with and/or connect to and use certain third party products, services or software (including, without limitation, data products and services) which that are owned and operated by the applicable third party provider, and not Gravwell, and subject to separate terms and conditions (collectively, “Third Party Integrations”). If Customer decides to access and use such Third Party Integrations, Customer’s use of such Third Party Integrations is governed solely by the terms and conditions, terms of use, terms of service, or similar end user agreements, and any other applicable policies governing the use of such Third Party Integrations, and Customer shall not breach or violate any such policies applicable to such Third Party Integrations. Gravwell does not endorse, is not responsible for, and makes no representations as to such Third Party Integrations, their content, or the manner in which they handle Customer’s and/or its Authorized Users’ data, including, any Customer Data that Customer or its Authorized Users transmit through the Third Party Integrations. Gravwell is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s and/or any Authorized Users’ access or use of any such Third Party Integrations.

2.10. Open Source Libraries. There may be open source software (OSS) components and other third-party components subject to separate open source license conditions (collectively, the “OSS Components”) that are embedded in, or bundled with, the Software. Any use of OSS Components under this Agreement will be governed by, and subject to, the terms and conditions of the applicable open-source license terms and conditions (“OSS License”). The current list of OSS Components is available at https://docs.gravwell.io/open_source. Customer agrees to comply with the terms and conditions of the Open-Source Licenses.

3. ADDITIONAL CUSTOMER RESPONSIBILITIES

3.1. Customer Systems & Security. Customer shall be responsible for: (i) all access to and use of the Gravwell Technology directly or indirectly by or through the Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (all of the foregoing, collectively, “Customer Systems”), (ii) the security and use of the Access Credentials, and all access to and use of the through the Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; and (iii) the security of the Customer Environment and Customer Systems. Customer represents and warrants that it has the appropriate authorizations from the owner of the networks, systems, IP addresses, assets, and/or hardware on which it deploys the Software, or which it targets, scans, monitors, or tests with the Software.

3.2. Accounts; Permissions. In order to use the Software (or components, features or functionality thereof), Customer and its Authorized Users may be required to register an account (“Account”). In registering an Account, Customer agrees to, and shall ensure that its Authorized Users, provide and maintain account registration information, which may include, name, location, e-mail address or other contact information, and billing information, that is true, accurate, current, up to date, and complete. Customer agrees to notify Gravwell immediately of any unauthorized use of or access to Customer’s or any Authorized User’s Account. Customer may designate one or more Authorized Users as an administrator of the Account (each, an “Administrator”) to administer and manage Customer’s Account and/or access to the Software, which includes, without limitation, the right to invite Authorized Users to access and use the Software on behalf of Customer, and to assign certain permissions and access rights to each Authorized User (“Permissions”), which may vary based on the Authorized User tier and/or role of such Authorized User. Customer acknowledges and agrees that Customer is solely responsible and liable for its Administrator(s)’ administration and management of the Account, including, but not limited to, the inviting and granting of access to the Software to Authorized Users, and the assignment of Permissions to Authorized Users.

3.3. Authorized Users. Customer agrees that it shall (i) not permit any person other than Authorized Users to access and use the Software, and (ii) ensure that Authorized Users use the Software solely in accordance with this Agreement and the applicable Usage Limitations. Customer shall be responsible for its Authorized Users’ compliance with the terms and conditions of this Agreement, and any noncompliance of any Authorized User shall be deemed a breach of this Agreement by Customer.

4. DATA

4.1. Customer Data. Subject to the licenses granted herein, as between the parties, Customer retains all right, title and interest in and to Customer Data. Customer hereby grants to Gravwell a worldwide, royalty-free, non-exclusive license to use (including through the use of subcontractors) the Customer Data solely to the extent to provide or make available to Customer the Software, Support Services, and other services provided by Gravwell hereunder. Customer represents and warrants that it has all the rights necessary to grant the licenses granted herein to Gravwell in and to such Customer Data. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Gravwell is not obligated to back up any Customer Data; the Customer is solely responsible for creating backup copies of any Customer Data at Customer’s sole cost and expense. Gravwell will provide Administrators with the ability to export Customer Data from the Software.

4.2. Personal Data. To the extent any Customer Data includes any personally identifiable information (“Personal Data”), which is subject to any applicable data protection laws and/or regulations (“Data Protection Laws”), Customer acknowledges and agrees that as between Customer and Gravwell, Customer is the data controller and/or business and Gravwell is merely a data processor and/or service provider as such terms are defined pursuant to Data Protection Laws. Customer represents and warrants that Customer has obtained all permissions and/or approvals from each applicable data source as may be necessary or required to transmit, host, store and/or process such Personal Data through the Software and/or otherwise provide or make available such Personal Data to Gravwell. Personal Data shall only be used in accordance with this Agreement, Gravwell’s Privacy Policy available at https://www.gravwell.io/privacy-policy. In addition, each party agrees to work together in good faith to mutually agree upon and execute and/or enter into any documents, agreements, statements, or policies deemed necessary or appropriate by a party in its discretion to comply with any Data Protection Laws with respect to any Personal Data exchanged pursuant to this Agreement.

4.3. Prohibited Data. Customer represents and warrants that it shall not, and shall ensure that its Authorized Users do not, upload, process, or transmit to or through the SaaS Version of the Software or any Backend Features, or otherwise provide to Gravwell, any Customer Data that contains any sensitive personal information (such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers) or any other data Customer does not have the right to process (collectively, “Prohibited Data”). Gravwell will have no liability whatsoever for Prohibited Data, whether in connection with a security incident or breach, or otherwise.

4.4. Volume Data; Performance Data. Customer understands and acknowledges that the Software may track its usage and data ingestion rates for license validation purposes (“Volume Data”). In addition, Customer acknowledges and agrees that Gravwell may collect, generate, and/or process analytics or similar data, including, Volume Data, collected, generated or processed by Gravwell based on Customer’s and its Authorized Users’ access to and use of the Software, including, any Backend Features (collectively, “Performance Data”). Additional information on what data Gravwell tracks and how it is used is available in the Gravwell Transparency and Data Use. Performance Data will be owned by Gravwell, and Gravwell may collect and use such Performance Data for any lawful purpose, provided Gravwell will only disclose Performance Data to third parties, including its subcontractors, for the purposes of facilitating the Services, for internal purposes, including to improve its products and services, to perform its other obligations and exercise its rights under this Agreement, or as otherwise required by law.

4.5. Aggregated and Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Gravwell may obtain and use Customer Data and Performance Data to create aggregated, anonymized or deidentified data or information of similar form that does not permit the identification of Customer or any individual or entity (the “Aggregated and Anonymous Data”). Customer further agrees that Gravwell shall own such Aggregated and Anonymous Data and may retain, use and disclose such data for any lawful business purpose, including to improve its products and services.

4.6. Gravwell Security Measures. Gravwell maintains industry-standard administrative, physical, and technical safeguards reasonably designed to protect the security, confidentiality, and integrity of Customer Data processed through the SaaS Version of the Software and Backend Features, or otherwise in its possession or control, which safeguards will include, but are not limited to, measures for preventing unauthorized access, use, modification or disclosure of such Customer Data.

5. PROPRIETARY RIGHTS

5.1. Gravwell Ownership. Gravwell retains all right, title, and interest in and to the Gravwell Technology, Performance Data, Aggregated and Anonymous Data, including but not limited to concepts, specifications, integration scenarios and examples of code, and all intellectual property rights in each of the foregoing, and in all copies, modifications and derivative works thereto, and all rights to patent, copyright, trade secret, trademark, and other proprietary or intellectual property rights in the foregoing. This Agreement does not grant Customer any rights whatsoever in relation to the trademarks or service marks of Gravwell or Gravwell affiliates. The Software is not sold to Customer. All rights in and to the Gravwell Technology not expressly granted herein are retained by Gravwell and no implied licenses are granted under this Agreement.

5.2. Feedback. Customer agrees to notify Gravwell of any errors or deficiencies in the Gravwell Technology and may in its sole discretion make suggestions for improvements, enhancements, features and other information regarding Gravwell Technology (collectively, “Feedback”). Customer hereby grants Gravwell a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under all of Customer’s Intellectual Property Rights, for Gravwell to use and exploit such Feedback in any manner and for any purpose. Customer acknowledges that Gravwell may or may not incorporate Feedback into Gravwell Technology at Gravwell’s sole discretion without restriction and without compensation to Customer.

6. FEES AND PAYMENT TERMS

6.1. Fees; Payment Terms. Customer agrees to and shall pay the fees, charges, and other amounts for the paid Subscription, Support Services, and/or Professional Services set forth in the applicable Order Form (collectively, the “Fees”). Customer will provide Gravwell with valid and updated credit card information, or such other payment method specified in the applicable Order Form. If Customer provides credit card information to Gravwell, Customer (i) authorizes Gravwell to charge such credit card for (a) all Fees listed in the Order Form for the Subscription (including, any renewal thereof) and (ii) any Support Services and/or Professional Services listed in the applicable Order Form, and (b) will ensure that the credit card information provided to Gravwell is current and valid and promptly update the information if the credit card expires. Charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Gravwell will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Gravwell and notifying Gravwell of any changes to such information. All Fees are non-refundable and non-cancellable and shall be paid in U.S. dollars, unless otherwise stated herein or in the applicable Order Form. Gravwell reserves the right to suspend any or all services (including access to the Software) hereunder if payments are more than thirty (30) days past due.

6.2. Taxes. Customer shall be responsible for remitting all taxes levied on any transaction under this Agreement, including, without limitation, all federal, state, and local sales taxes, levies and assessments, and local withholding taxes in Customer’s jurisdiction, if any, excluding, however, any taxes based on Gravwell’s income. In the event Customer is required to withhold taxes from its payment or withholding taxes are subsequently required to be paid to a local taxing jurisdiction, Customer is obligated to pay such tax, and Gravwell or the Reseller as applicable, will receive the Order Form payment amount as agreed to net of any such taxes. Customer shall provide to Gravwell written evidence that such withholding tax payment was made.

6.3. Changes. Unless otherwise set forth in the applicable Order Form, and except for changes upon a renewal as set forth below, the Fees for a Subscription will not increase during the Subscription Term (provided that quantities, usage limits, and features elected by Customer remain the same). If Customer upgrades the Subscription, increases or exceeds the Usage Limitations, and/or subscribes to additional features or products during a Subscription Terms, Customer shall pay the additional fees for such increase, pro-rated for the remainder of Customer’s then-current Subscription Term. In connection with any renewal of a Subscription, Gravwell reserves the right to change the Fees and usage policies and to introduce new charges for the Subscription during the renewal; provided that, Gravwell notifies Customer thereof (which may be provided by e-mail) at least 60 days prior to the end of the then-current Subscription Term.

6.4. Purchase Through Reseller. If Customer is purchasing the Software through a Gravwell authorized reseller, Customer shall pay the Fees and any taxes due hereunder directly to the reseller.

7. LIMITED WARRANTY

7.1. Self-Hosted Version – Limited Software Warranty. Gravwell warrants solely to Customer that for a period of ninety (90) days following the initial delivery of any Self-Hosted Version of the Software to Customer the Self-Hosted Version of Software will conform, in all material respects, with the applicable Documentation. For a breach of the above warranty, Gravwell will, at no additional cost to Customer, use commercially reasonable efforts to provide remedial services necessary to enable the Self-Hosted Version of the Software to conform to the warranty. Customer will provide Gravwell with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. If Gravwell is unable to restore such functionality within a reasonable period of time, Customer shall be entitled to terminate the applicable Order Form and receive a pro rata refund of the fees paid. The remedies set out in this Section 7.1 are Customer’s sole and exclusive remedies, and Gravwell’s sole and exclusive obligation, for breach of the warranty set forth in this Section 7.1.

7.2. SaaS Version. If Customer has purchased a Subscription that includes a service level agreement (“SLA”), Gravwell warrants solely to Customer that the SaaS Version of the Software will be available to Customer as set forth in the SLA. Gravwell’s obligations set forth in SLA constitute Gravwell’s entire liability and Customer’s sole and exclusive remedy for any breach of the foregoing warranty.

7.3. Exclusions. Headings or titles in the Documentation are for information only and do not imply any warranties. Gravwell will not be in breach of any of the warranties set forth above to the extent arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Gravwell; (ii) nonconformities resulting from Customer’s, its Authorized Users’, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of any Gravwell Technology, Support, Professional Services, and/or other services provided hereunder by Gravwell; (iii) modification, amendment, revision, or change to any Gravwell Technology by any person other than Gravwell, or (iv) any other factor outside of Gravwell’s reasonable control. The Trial Version and any Software made available under any free or non-paid Subscription are expressly excluded from any representations or warranties made by Gravwell under this Agreement, including, those set forth in Sections 7.1 and 7.2.

7.4. Disclaimers

(i) General. GRAVWELL DOES NOT REPRESENT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL MEET CUSTOMER’S REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 7.1 AND 7.2 ABOVE, GRAVWELL MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, ACCURACY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. GRAVWELL MAKES NO WARRANTY THAT ALL SECURITY RISKS OR THREATS WILL BE DETECTED BY USE OF THE SOFTWARE OR THAT FALSE POSITIVES WILL NOT BE FOUND.

(ii) AI Output. ALL OUTPUT IS GENERATED THROUGH ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING PROCESSES AND IS NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY GRAVWELL. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THAT ALL OUTPUT IS ACCURATE AND APPROPRIATE FOR ANY AND ALL OF CUSTOMER’S USE CASES OR APPLICATIONS. THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

8. LIMITATION OF LIABILITY

8.1. Exclusion of Certain Damages. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (III) CUSTOMER’S BREACH OF SECTIONS 2.4 (RESTRICTIONS) OR 4.3 (PROHIBITED DATA), OR (IV) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS, OR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE.

8.2. Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRAVWELL’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO GRAVWELL HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE PARTIES AGREE THAT THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 8 SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. GRAVWELL DISCLAIMS ALL LIABILITY OF ANY KIND WITH RESPECT TO GRAVWELL’S LICENSORS AND SUPPLIERS. THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY INURE TO THE BENEFIT OF GRAVWELL’S SUPPLIERS.

9. CONFIDENTIALITY

9.1. Confidential Information. “Confidential Information” means any proprietary, confidential and/or trade secret information provided by one party (the “disclosing party”) to the other party which is designated in writing or identified as confidential or proprietary or that the receiving party would reasonably understand to be confidential given the nature of the information or the circumstances surrounding disclosure. For the avoidance of doubt: (i) Customer’s Confidential Information includes Customer Data, and (ii) Gravwell’s Confidential Information includes, the fees and pricing under the Order Forms, the Access Credentials, Feedback, Performance Data, the Software, Documentation and any proprietary and non-public portions of any other Gravwell Technology provided in connection with this Agreement. the receiving party shall (a) not disclose Confidential Information to any third party without the prior written consent of the disclosing party (except to the receiving party’s directors, employees, agents or subcontractors (“Representatives”) to the extent such disclosure is necessary for the performance of this Agreement and who have agreed to be bound by restrictions similar to those set forth in this Section or except as may be required by law), (b) shall not make use of any of the other party’s Confidential Information except in its performance of its obligations or exercise of its rights under this Agreement, and (c) use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care. The receiving party accepts responsibility and shall remain liable for the actions of its Representatives, including any breach of this Section 9 by such Representatives. The parties expressly agree that the terms and pricing of this Agreement are Confidential Information and neither party will disclose the pricing or any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except: (1) as required by applicable law, or (2) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality). The receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.

9.2. Exclusions. Information will not be deemed Confidential Information if the receiving party can demonstrate by reasonably sufficient evidence that such information: (i) is known to the receiving party prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information without violating this Section 9, to the extent such disclosure is required to be disclosed pursuant to applicable law, legal process, court order or government regulation, provided that, unless prohibited from doing so by such law, legal process, court order, or government regulation, the receiving party gives the disclosing party reasonable prior written notice, and such disclosure is otherwise limited to the required disclosure.

10. TERM & TERMINATION

10.1. Term of Agreement. The term of this Agreement commences on the Effective Date and will remain in effect during any active the Subscription Term (including any renewal thereof), or until terminated in accordance with this Agreement (whichever is sooner).

10.2. Termination. This Agreement or an Order Form may be terminated by either party immediately upon written notice to the other party: (i) if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty days of such filing; or (ii) if the other party materially breaches this Agreement or the Order Form and fails to cure such breach to such party’s reasonable satisfaction within thirty days following receipt of written notice thereof from the non-breaching party. Customer’s license to use the Software shall terminate upon the expiration of the applicable Subscription Term.

10.3. Effect of Termination. Upon any termination or expiration of this Agreement or an Order Form, for any reason: (i) all rights and licenses granted to Customer under this Agreement shall immediately terminate and Customer shall immediately cease, and ensure its Authorized Users’ cease, any and all use of the Software (and all other Gravwell Technology), including, all copies thereof; (ii) if Customer purchased a subscription to the Self-Hosted Version of the Software, Customer shall uninstall the Software from the Customer Environment, and permanently delete and erase all copies thereof, and certify in writing to Gravwell within thirty days that Customer has complied with the foregoing; and (iii) Customer will pay to Gravwell any amounts that have accrued before the effective date of termination or expiration, including, without limitation, all Fees for the Subscription payable for remainder of the Subscription Term and any Fees payable for Professional Services performed by Gravwell prior to the effective date of the expiration or termination, and that remain unpaid as of the effective date of the expiration or termination.

10.4. Customer Data Deletion. Customer is responsible for exporting Customer Data prior to the effective date or expiration of this Agreement. After the effective date of termination or expiration of this Agreement, Gravwell will have no obligation to maintain or provide Customer Data, and may, in its sole discretion, delete or destroy all copies of Customer Data in its systems or otherwise in Gravwell’s possession or control, unless legally prohibited.

10.5. Survival. The following Sections shall survive any termination or expiration of this Agreement: 1, 2.4, 2.7, 2.8, 2.9, 4.4, 4.5, 5, 6, 7.2, 8, 9, 10.4, 10.5, 11, and 14.

11. INDEMNIFICATION

11.1. By Gravwell. Gravwell will defend at its expense any suits, administrative or judicial proceedings, or actions (each, an “Action”) brought against Customer, and will pay any settlement Gravwell makes or approves, or any damages finally awarded in such Action, to the extent such Action arises out of any third party claim that the Software infringes or misappropriates any intellectual property right of such third party. Notwithstanding the foregoing, in no event shall Gravwell have any obligations or liability under this Section arising from: (i) use of any Software or other Gravwell Technology: (1) not in accordance with this Agreement or as specified in the Documentation, (2) in a manner not anticipated by this Agreement. or (3) in combination with materials not furnished by Gravwell; or (ii) any content, information or data provided by Customer or other third parties, including, Customer Data; (iii) any modification of the Gravwell Technology by any person other than Gravwell or its authorized agents; (iv) Third Party Integrations; or (v) any Trial Version or any Gravwell products and/or services provided on a “free” or “beta” basis. If the Software is or is likely to become subject to a claim of infringement or misappropriation, then Gravwell may, at its sole option and expense, either: (a) obtain for the Customer the right to continue using the Software; (b) replace or modify the Software to be non-infringing and substantially equivalent to the infringing Software; or (c) if options (a) and (b) above cannot be accomplished despite the reasonable efforts of Gravwell, then Gravwell may terminate Customer’s rights to use the infringing Software and will refund to Customer the pro-rated portion of any Fees for the infringing Software paid in advance by Customer for any unused portion of the ten-current Subscription Term. THIS SECTION 11.1 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND GRAVWELL’S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY ALLEGED INFRINGEMENT OR MISAPPROPRIATION BY THE SOFTWARE OF ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT.

11.2. By Customer. Customer will defend at its expense any Action brought by a third party against Gravwell, and will pay any settlement Customer makes or approves, or any damages finally awarded in such Action, to the extent such Action arises out of or relates to: (i) Customer’s or its Authorized Users’ use of the Software in violation of applicable law or in breach of Section 2.4 (ii) breach of Customer’s representations and warranties made under this Agreement; (iii) Customer Data, including any allegations that the Customer Data violates applicable law (including, any Data Protection Laws) or infringes or misappropriates any intellectual property, publicity, confidentiality, proprietary, or privacy right of any third party;

11.3. Procedure. The party to be indemnified party shall (i) promptly notify the indemnifying party in writing of any claim asserted against the indemnified party (provided that, a delay in providing notice does not excuse the indemnifying party’s obligations unless the indemnifying party is prejudiced by such delay), (ii) give the indemnifying party sole control of the defense thereof, and (iii) at the indemnifying party’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall the indemnifying party enter into any settlement that involves an admission of liability, negligence or other culpability of the indemnified party or requires the indemnified party to contribute to the settlement without the indemnified party’s prior written consent. The indemnified party may participate and retain its own counsel at its own expense.

12. TECHNICAL SUPPORT AND PROFESSIONAL SERVICES

12.1. Maintenance and Support Services. Support Services are provided in accordance with the support tier purchased by Customer and as described on the applicable Order Form (“Support Services”). Notwithstanding the provisions of this Agreement and/or the Order Form, Gravwell shall not be obligated to provide any Support Services to the extent resulting from: (i) failure by Customer or its Authorized Users to use the Software in accordance with this Agreement, including the Documentation; (ii) Customer’s failure to use corrections or Updates or Upgrades previously provided to Customer by Gravwell; (iii) malfunction, defect or failure of hardware, software or any other item not developed, provided by or approved by Gravwell under this Agreement; (iv) Customer Data, including, but not limited to, any incorrect data or incorrect procedures used or provided by Customer, any Authorized User, or a third party; or (v) any cause (including any accident, abuse, misapplication, abnormal use or a virus) that is outside the reasonable control of Gravwell.

12.2. Professional Services. Unless otherwise provided on the applicable Order Form or statement of work mutually agreed upon and entered into by the parties (“SOW”), if Customer has obtained any Self-Hosted Version of the Software, Customer is responsible for installing and configuring all such Self-Hosted Versions of the Software in the Customer Environment. Gravwell may provide Customer certain professional services, such as installation, configuration, consulting, and training, if and as specified on an Order Form or a separate SOW executed by the parties (collectively, “Professional Services”). Such Professional Services will be invoiced upon execution of the Order Form or SOW and payable Net-30. All changes to an SOW must be approved by both parties in writing. Gravwell shall have sole discretion in staffing the Professional Services and may assign the performance of any portion of the Professional Services to any subcontractor, provided that Gravwell shall be responsible for the performance of any such subcontractor. To the extent Gravwell provides to Customer any documentation, materials or deliverables in the performance of the Professional Services, as described in the applicable Order Form or SOW (the “Deliverables”), upon Customer’s payment in full of all amounts due for the Deliverables, Customer will have a non-exclusive, non-transferable, non-sublicensable and limited license to use the Deliverables during the applicable Subscription Term for Customer’s internal business purposes in connection with Customer’s authorized use of the Software. For the avoidance of doubt, the Software and/or any Updates and Upgrades thereto shall not be deemed Deliverables, even if provided or developed in connection with Professional Services. The Software is licensed solely under the license grants set forth in Section 2.2. Unless otherwise set forth on the applicable Order Form or SOW, except for any Confidential Information of Customer contained in the Deliverables, Gravwell owns all right, title and interest in and to the Deliverables; provided however, that Gravwell covenants not to reuse or distribute in any manner any portions of the Deliverables that incorporate Confidential Information of Customer.

12.3. Professional Services Rescheduling. To the extent Customer purchases Professional Services, Customer may reschedule the Professional Services up to ten business days’ prior to the start of the Professional Services at no cost. If Customer reschedules the Professional Services with less than ten business days notice, Customer will forfeit the portion of the Professional Services equal to the number of days that were rescheduled without the required notice. If Customer reschedules the Professional Services after they have begun, Customer will forfeit five days of Professional Services, or the number of days remaining on the Professional Services, whichever is fewer. Customer will also be responsible for any out-of-pocket expenses incurred by Gravwell due to such rescheduling. If performance of the Professional Services is delayed by Customer’s acts or omissions, including Customer’s failure to meet the requirements set forth in an SOW, Customer will forfeit the duration of such delay from its Professional Services time.

13. MODIFICATIONS TO THIS AGREEMENT

Gravwell reserves the right to change, modify or update this Agreement at any time, subject to this Section. Except as otherwise stated in this Section, all updates and modifications to this Agreement will be effective from the day they are posted at https://docs.gravwell.io/eula.html, or through the user interface of the Software, as indicated by the “Last Updated” date set forth above. Gravwell will provide Customer reasonable prior notice of any material changes to this Agreement (“Material Changes”) by email. If Customer does not agree to any such Material Changes, then, prior to the effective date of such Material Changes (as specified in the email notice to Customer), Customer may either:

(i) object to such Material Changes by notifying Gravwell of the specific objections via email at legal@gravwell.io, in which case, unless otherwise mutually agreed upon by the parties in writing, the version of this Agreement prior to such Material Changes (subject to any non-material updates, which shall take effect as set forth herein and are not subject to any right of objection or termination remedies herein) shall remain in effect until the earlier to occur of (1) Customer’s acceptance of subsequent Material Changes, or (2) the end of Customer’s then-current Subscription Term (not including any renewal), after which time the then-current version of the Agreement posted at https://docs.gravwell.io/eula.html at the time of renewal will go into effect, unless Customer cancels renewal of its subscription to the Software in accordance with Section 10.2; or

(ii) elect to terminate this Agreement by providing written notice to Gravwell by email at legal@gravwell.io, provided that, all Fees shall become immediately due and payable for the remainder of Customer’s then-current Subscription Term.

The foregoing states Customer’s sole and exclusive remedy for any changes or modifications to this Agreement that Customer does not agree with. Customer and/or its Authorized Users may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Software, and in any event (unless Customer has notified Gravwell of its objection to the modified Agreement or terminated this Agreement as set forth above) Customer’s or any of its Authorized User’s continued use of the Software after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

14. GENERAL PROVISIONS

14.1. Miscellaneous. (i) This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of California (for customers located in North America), or England & Wales (for customers located outside of North America), each excluding its respective choice of law provisions and each party consents and submits to the jurisdiction and forum of the state and federal courts in the State of California (for customers located in North America) or London, England (for customers located outside of North America) for all questions and controversies arising out of this Agreement and waives all objections to venue and personal jurisdiction in these forums for such disputes; (ii) this Agreement, along with any and all Order Form(s) entered into hereunder, and, if applicable, the Sales Terms, constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral; (iii) in case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but rather this Agreement shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein; (iv) Customer shall not assign its rights or obligations hereunder without Gravwell’s advance written consent; (v) Gravwell may freely assign or transfer this Agreement (including, but any of its rights or obligations under this Agreement) and may delegate the performance of any services hereunder to its affiliates, employees, contractors, and subcontractors, without Customer’s consent; (vi) subject to subsection (iv) above, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns; (vi) no waiver of any right or remedy hereunder with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion; (vii) nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, including but not limited to any of Customer’s own clients, customers, or employees; (viii) the headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement; and (ix) terms in an Order Form have precedence over conflicting terms in this Agreement, but have applicability only to that particular Order Form; and (x) there are no third-party beneficiaries under this Agreement.

14.2. Injunctive Relief. Notwithstanding any other provision of this Agreement, both parties acknowledge that any breach of this Agreement may cause the other party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, the parties agree that, in addition to any other remedy to which a party may be entitled hereunder, at law or equity, each party shall be entitled to seek an injunction to restrain such use in addition to other appropriate remedies available under applicable law.

14.3. Relationship of the Parties. Gravwell and Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.

14.4. Force Majeure. Other than payment obligations hereunder, neither party will be liable for any inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (including, but not limited to, natural disaster, act of war or terrorism, riot, global health crisis, acts of God, or government intervention), except for mere economic hardship, so long as the party continues to use commercially reasonable efforts to resume performance.

14.5. No Reliance. Customer represents that it has not relied on the availability of any future version of the Software or any future product or service in executing this Agreement or purchasing any Software hereunder.

14.6. Notices. Unless specified otherwise herein, (i) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact, and (ii) notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (b) when verified by automated receipt or electronic logs if sent by email. When sent by email, notices to Gravwell must be sent to legal@gravwell.io.

14.7. Consent to Electronic Notices. Customer consents to receiving electronic communications from Gravwell via email, through the user-interface of the Software or through Gravwell’s authorized support communication channels, which may include notices about transactional information and other information concerning or related to Customer’s use of the Software. These electronic communications are part of Customer’s relationship with Gravwell and Customer receives them as part of Customer’s access and use of the Software. Customer agrees that any notices, agreements, disclosures or other communications that Gravwell sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing, to the extent permitted by applicable law.

14.8. Publicity. Customer acknowledges that Gravwell may use Customer’s name and logo for the purpose of identifying Customer as a customer of Gravwell products and/or services. Gravwell will cease using Customer’s name and logo upon written request.

14.9. Compliance with Law. Each party agrees to comply with all applicable federal, state and local laws and regulations including but not limited to export law, and those governing the use of network scanners, vulnerability assessment software products, encryption devices, user monitoring, and related software in all jurisdictions in which systems are scanned, scanning is controlled, or users are monitored.

14.10. Export Control. The Gravwell Technology, including technical data / cryptographic software, may be subject to U.S. export controls and may be subject to import or export controls in other countries. Customer agrees to strictly comply with all applicable import and export regulations. Specifically, Customer agrees, to the extent required by U.S. Export Administration Regulations, that Customer shall not, and shall not permit any Authorized User to, disclose or otherwise export or re-export the Gravwell Technology or any part thereof delivered under this Agreement to any country (including a national or resident of such country) to which the U.S. has restricted or prohibited the export of goods or services. Customer represents and warrants that neither Customer nor any Authorized User is (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist sponsoring” country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

14.11. FOR U.S. GOVERNMENT END USERS: The Gravwell Technology was developed at private expense and each component thereof is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and FAR 52.227-19 Commercial Computer Software License. The Uniform Computer Information Transactions Act is excluded. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Gravwell Technology with only those limited rights set forth therein. Publisher is Gravwell Inc, A Delaware Corporation.