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iSpring® end user license agreement

Review Date: October 2, 2023

NOTICE TO USER: THIS END USER LICENSE AGREEMENT IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY. THIS IS AN AGREEMENT GOVERNING YOUR USE OF ISPRING SOFTWARE, FURTHER DEFINED HEREIN AS “SOFTWARE”, AND THE LICENSOR OF THE SOFTWARE IS WILLING TO PROVIDE YOU WITH ACCESS TO THE SOFTWARE ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. 

BELOW, YOU ARE ASKED TO ACCEPT THIS AGREEMENT AND CONTINUE TO INSTALL OR, IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU WILL NOT BE ABLE TO INSTALL OR USE THE SOFTWARE. BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This End User License Agreement (the “Agreement”) is a legal agreement made and entered by you (either an individual or a legal entity) (the “Licensee” or “You”), effective as of the day You downloaded the software products (the “Effective Date”), and  the Licensor and/or its Affiliates (the  “Licensor”, “we”, “us” or “our”) as defined below, and collectively with Licensee, the “Parties” and each, a “Party”) regarding the current version of Licensor’s software products, including Maintenance Releases, Major and Minor Upgrades to the software products (the “Software”), Licensor’s services (the “Services”) and the Documentation, that You about to download, downloaded, or otherwise obtained through other resources or media, or through a network in object code form or other related services.

You are subject to the terms and conditions of this Agreement whether You access or obtain the Software directly from the Licensor, the Licensor’s authorized reseller or through any other source.

By Using the Software, You agree to be bound by the terms and conditions of this Agreement. If You do not agree to the terms and conditions of this Agreement, the Licensor is unwilling to license the Software to You. In such an event, You may not Use the Software in any way.

  1. DEFINITIONS.

“Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with the subject entity; “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Client Devices” means computers, workstations, personal digital assistants, hand-held devices, or other electronic devices for which the Software was designed.

“Commercial Use” means any Use of the Software for legal business, commercial or government purpose in accordance with the Documentation.

“Content Library” means a digital library owned and operated by Company, with a focused collection of digital objects, including but not limited to the following components: images, templates, icons and backgrounds (the “Content Library Components”) provided as part of Licensor’s Software on the terms and conditions of this agreement and iSpring Content Library End User License Agreement.

“Controller” means the entity, which determines the purposes and means of the processing of personal data as defined in applicable Data Protection Laws and Regulations.

“Documentation” means the user documentation and associated materials or files related to the Software and provided in written, “online” or electronic form.

“DPA” means the Data Processing Agreement between Licensee and Licensor which forms part of this Agreement or other written or electronic agreement between Licensee and Licensor for the use of Licensor’s Software and Software Services.

“Data Protection Laws and Regulations” means all international, national, federal, and state laws and regulations, including laws and regulations of the European Economic Area, the European Union and their member states, Switzerland, the United Kingdom, the United States and its states, and other applicable jurisdictions, in each case, to the extent applicable to the processing of personal data under the Agreement.

“Initial Term” means the first Subscription Term, as reflected in the invoicing terms specified in the applicable invoicing or packaging for the Software.

“iSpring Licensing Server” means Licensor’s computer software system which provides copies of the Software with concurrent licenses in order to enable the licensed Software to run on Client Devices. iSpring Licensing Server is provided with the Software and allows You to Use the Software by a number of concurrent users, limited by applicable License Key. A full functionality of the Software may be enabled only if the Software is connected to iSpring Licensing Server.

“License Key” means a file or a unique sequence of digits and/or symbols provided to You by the Licensor confirming the purchase of the license from the Licensor, which may carry the information about the License, i.e. its type, the user name and the number of licenses purchased in accordance with the License, as defined below, granted under this Agreement, and may enable the full functionality of the Software.

“Licensor” means the iSpring entity, the owner of all rights, whether exclusive or otherwise to the Products, Software and/or Software Services, providing the Products, Software and/or Software Services to Licensee, i.e. iSpring Group FZCO, a company registered under the laws of the United Arab Emirates, or other company indicated on the Company Page, as the case may be.

“Licensor Sites” or “Sites” means the Internet websites maintained by or on behalf of iSpring from which the Products and Software and/or Software Services are available for download pursuant to a license from Licensor.

“Maintenance Releases” means small software updates that improve the functionality of the Software and do not contain any new significant features or enhancements, as they may be issued to the public from time to time. Maintenance Releases are represented by the number that goes after the second decimal point in the Version number. For example, 10.1.1, 10.1.2, and 10.1.3 are maintenance releases of version 10.

“Major Upgrades” means new versions of the Software that significantly enhance the software with qualitative changes in functionality and usability, and which bear a new first numeral such as 9.0 or 10.0, as they may be issued to the public from time to time.

“Minor Upgrades” means new versions of the Software that improve functionality or add new features to the Software, and bear a new second numeral after the first decimal, such as 10.5 or 10.6, as they may be issued to the public from time to time.

“New Release” means a new subsequent which significantly enhances the Software with qualitative changes in functionality and usability releases of the Software bearing a new first numeral such as 9.0 or 10.0.

“Online Courses Library” means a digital online courses library owned and operated by Licensor, with a focused collection of online courses for use in iSpring Learn learning management system (LMS) or other LMS which work with SCORM compliant courses provided on the terms and conditions of iSpring Web Services Subscription Agreement and iSpring Online Courses Library End User License Agreement.

“Organization” means, without limitation, any legal entity, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.

“Personal Use” shall mean personal non-commercial use, and not on behalf or for the benefit of any clients and excludes any commercial purposes whatsoever, which include without limitation: advertising marketing and promotional materials/services on behalf of an actual client, employer, employee or for Your own benefit, any software that are commercially distributed, whether or not for a fee, any materials or services for sale or for which fees or charges are paid or received. Additionally, the individual licensing terms may specify other terms, conditions and restrictions of Using the Software.

“Processor” means the entity, which processes personal data on behalf of the Controller as defined in applicable Data Protection Laws and Regulations.

“Products” means Licensor’s Software, Content Library and Online Courses Library.

“Renewal Term(s)” means successive renewal periods during which the Licensee subscribes to the Software.

“Software Services” mean the at all times current version of the web services, learning management system (LMS), software programs contained on or available through the Software Services, and other services related thereto provided to the Licensee by Licensor in accordance with iSpring Web Services Subscription Agreement available at Licensor Sites. The Software Services are offered as a Software as a Service. In addition, the Software Services may include additional services and add-ons, including third-party software, as agreed between the Licensee and Licensor on a subscription or case-by-case basis. 

“Use” means accessing, storing, loading, installing, executing, displaying, or copying the Software into the memory of a Client Device or otherwise benefiting from using the functionality of the Software in accordance with the Documentation.

“You” means the individual person installing or Using the Software on his or her own behalf; or, if the Software is being downloaded or installed on behalf of an organization, such as an employer, or the organization for which the Software is downloaded or installed and You represent that You have authorized the person accepting this agreement to do so on Your behalf. For purposes hereof the term “organization,” without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.

Whether You access or obtain the Software through the subscription “You” means the named, designated subscriber for applicable subscription period (“Subscription Term”).

“Your Content” means content, materials, services or information created by You or Users by using the Software and iSpring Content Library.

2. GRANT OF LICENSE.

2.1. License. The Licensor hereby grants to You a non-exclusive and non-transferable license, without rights to sublicense, to Use the specified version of the Software on a specified number of Client Devices as specified in the License Key and/or invoicing terms specified in the applicable invoicing or packaging for the Software pursuant to the terms and conditions of this Agreement (“License”) and You hereby agree and accept such License as follows:

a) Individual License. If the Software is licensed under Individual License You may Use one copy of the Software on one (1) Client Device solely for Personal Use.

b) Commercial Use License. If the Software is licensed under Commercial License You may Use the Software for Personal or Commercial Use in accordance with the Documentation and published functionality of the Software. One purchased License for any Software licensed under Commercial License entitles You to Use one copy of the Software on one (1) Client Device by a single permitted user, provided that if volume licenses are purchased, the number of the Client Devices and/or the number of permitted users shall be as provided and permitted by invoicing terms and/or applicable License Key. You may request for additional license activation. The Licensor reserves the right at its sole discretion to decide if You can get additional license activation.

c) Concurrent Use License. If the Software is licensed under Concurrent Use License, You may Use the Software for Personal or Commercial Use in accordance with the Documentation and published functionality of the Software. One purchased License for any Software licensed under Concurrent Use License entitles You to install the Software on a number of servers owned or leased by You connected to iSpring Licensing Server for use by a number of concurrent users, as provided and permitted by invoicing terms and/or applicable License Key. You may extend the number of concurrent users, as available, by paying the additional fees to Licensor. Licensor shall provide You with a new build of the Software with Concurrent Use License during the term of the Agreement immediately after the build is issued. You must reinstall the Software within (3) days after the new build of the Software is provided to You.

d) Educational Purpose License; Educational Institution Site License; and Non-profit License. If the Software is licensed to You under an Educational Purpose License, Educational Institution Site License or Non-profit Use License upon the terms specified in the applicable invoicing or packaging for the Software, You may make Use of the Software solely for the following purposes, respectively:

i. “Educational Purpose” means that You may make use of the Software solely for non-commercial study or research that is undertaken solely in furtherance of one’s education, whether or not completed by a student in pursuit of an educational degree, certificate or diploma and as used by teachers or facilitates teaching of a class, and all administrative staff, faculty and employees, of any college, university, trade school or other school (“Educational Institution”). Under “Educational Institution Site License” You may install and Use the Software by a number of users determined by the applicable invoicing terms within one Educational Institution in one geographic location;

ii. “Non-profit Purpose” means any non-commercial activity or research that is undertaken solely in furtherance of one’s duties as part of the non-profit organization purposes narrowly interpreted.

Educational Purpose License and Non-profit License may be granted exclusively at the discretion of the Licensor upon Your submission of a written request discussing Your and Your employer/employees’ activities, when applicable, and Your reasons for and purposes of Using the Software.

e) Site License. If the Software is licensed with site license terms You may install and Use the Software, within a single building owned or leased by Your organization, on a number of Client Devices as permitted by invoicing terms or applicable terms and conditions regarding the Site License set forth in the applicable Software invoicing or packaging for the Software.

f) Freelance Use License. If the Software is licensed to You under Freelance Use License  upon the terms specified in the applicable invoicing or packaging for the Software, You may make Use of the Software solely for the following purposes, respectively:

Freelance purpose means that You may make use of the Software for Personal or Commercial Use solely for personal commercial professional activities as a freelance, individual entrepreneur or self-employed individual. Under Freelance Use License You may install and Use the Software in accordance with Documentation and  applicable invoicing terms within one geographical location. 

One purchased License  for any Software licensed under Freelance Use License entitles You to Use one copy of the Software on one (1) Client Device by a single permitted user.  Purchased Freelance Use License is not transferable, and the Licensee can not be changed during the Subscription Term. You cannot purchase a Freelance Use License for another person. Freelance Use License can be purchased for a period of one Subscription Term without the proof of a Freelancer status. Please note, that it it's in sole discretion of the Licensor to ask You for the  documented proof of a Freelancer the status anytime during the Subscription Term.; 

2.2. Subscriptions. Unless otherwise provided in the License Key and/or invoicing terms, the Software is purchased as Subscription for the term specified in the applicable invoicing or packaging for the Software (the “Subscription Term”).

2.3. Upgrades and New Releases; Maintenance and Support Services.  Licensor will use commercially reasonable efforts to provide You with email support and maintenance services for the Software in accordance with its standard practices and iSpring Software Maintenance and Support Services Terms and Conditions (“Maintenance and Support Terms”) available at https://www.ispringsolutions.com/maintenance-and-support-services-agreement. Licensor will have no obligation to support any version of the Software other than the then current version. The Licensor, at its sole discretion, shall release Upgrades or New Releases or make other changes to the Software provided to the Licensee. The Licensee's consent to the mentioned Upgrades or New Releases is not required. Any training services for the use of the Software are not the subject of this Agreement and shall be provided by the Licensor on the basis of a separate agreement executed by You and the Licensor. Notwithstanding the foregoing, any Upgrades or New Releases that You may receive become part of the Software and the terms of this Agreement apply to them (unless this Agreement is superseded by a further Agreement accompanying such Upgrades, New Releases or modified version of to the Software). 

2.4. Multiple Environment Software; Multiple Language Software; Dual Media Software; Multiple Copies; Bundles. If You use different versions of the Software or different language editions of the Software, if You receive the Software on multiple media, if You otherwise receive multiple copies of the Software, or if You received the Software bundled with other software, the total permitted number of Your Client Devices on which all versions of the Software are installed shall correspond to the number and types of licenses You have obtained from the Licensor. You may not rent, bundle with other Software or materials, lease, sublicense, lend or transfer any versions or copies of the Software regardless of whether You use the Software or not without Licensor’s written consent.

2.5. UPGRADES. To use Software identified as an Upgrade, You must first be licensed for the Software identified by Licensor as eligible for the Upgrade. Except as otherwise provided in writing, after upgrading, You must deactivate the Software, which formed the basis for Your Upgrade eligibility and may no longer Use it.

2.6. AUTOMATIC SUBSCRIPTION RENEWALS. To allow payment for the Initial Term of a Subscription, valid credit card information is due at the time of purchase. You agree that the payment card specified by You for Automatic Subscription Renewals is, and will continue to be, an account that You own or is otherwise legally authorized to use, and that You will maintain sufficient availability under Your credit card limit, or sufficient funds in the account linked to Your debit card, as applicable, to make payments.

A purchased Subscription will renew automatically at the end of the Initial Term (the "Billing Date") and at the end of each term thereafter unless and until You give notice of Your intention to terminate a purchased Subscription pursuant to these Purchase Terms. If You do not give Licensor notice of such intention, Your credit card will be charged for the renewal term of a purchased Subscription on Your Billing Date. Unless otherwise notified in advance by Licensor, the renewal charge will be equal to the original purchase price for a Subscription.

2.7. Notice of Automatic Renewal. If applicable, iSpring will send a reminder email to the email address of record for Your account approximately one week before Your Billing Date. You acknowledge and agree that this notice is provided as a courtesy only, and Licensor is not obligated or required to provide such notice. You acknowledge and agree that (i) Your failure to read, (ii) inability to receive, or (iii) the failure of Licensor to send the email does not create any liability on the part of Licensor.

2.8. Termination or Cancellation.

    a) By Licensor.

    (i) If payment is not made on the Billing Date, as described above, You will have until the one (1) month anniversary of Your Billing Date (in Texas and Massachusetts, this grace period will be thirty-one (31) days) to correct the credit card information on file and post a payment to Your Subscription. If after the expiration of this grace period You have not made any payment on Your Subscription, Your non-payment may result in suspension of the Product to You and subsequent termination of Your Subscription.

    (ii) If payment cannot be charged to Your credit card or Yours charge is returned for any reason, including through a chargeback, Licensor reserves the right, in its sole and absolute discretion, to suspend or terminate Your access and account, thereby terminating the Subscription. If a charge made to Your credit card is declined, Licensor may make up to five (5) attempts to bill that card over a thirty (30) day period.

    (iii) If You wish to reactivate his/her Subscription after such termination, there will be no setup or reactivation fees, provided, however, accounts terminated for non-payment will be reactivated only on receipt of the full amount past due and a written request to reinstate the account. When an expired account is reactivated, the new term begins on the date of reactivation. When an expired Subscription is reactivated, the new term begins on the date of reactivation.

    (iv) Licensor reserves the right to cancel automatic renewals upon fifteen (15) days prior notice to You (which may be sent by email to the address You have most recently provided to Licensor).

    b) Cancellation by You. You will have the right to cancel his/her Subscription by calling Licensor’s Customer Care Center at +1 (844) 347-7764 or by cancelling online. After such cancellation, Your Subscription will remain active until the end of then-applicable period.

3. TRIAL LICENSES.

3.1. General. If available, the Software may be activated with no-cost evaluation Software License Key(s).

3.2. Evaluation License. If the Software is licensed under Evaluation License terms as set in the License Key specified in the applicable invoicing or packaging for the Software You may Use the Software and Third-Party Components contained in the Software for 14 (fourteen) days (or such other period as agreed in writing by Licensor) (the “Trial Period”) solely for purposes of demonstration and internal testing, examination and evaluation of the Software. Any Use of the Software and Third-Party Components contained in the Software for other purposes or beyond the applicable evaluation period is strictly prohibited.

3.3. Trial Periods. If the Software was provided to You at no charge on a trial or evaluation basis, then the Software may be used only for the Trial Period unless You purchase a further license to the Software at the end of the Trial Period.

3.4. THE SOFTWARE LICENSED UNDER EVALUATION LICENSE TERMS IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE SOFTWARE LICENSED UNDER EVALUATION LICENSE TERMS THROUGH AND AFTER THE TRIAL PERIOD.

3.5. Support Services. Licensor will use commercially reasonable efforts to provide You with maintenance and support services for the Software licensed under Evaluation License terms in accordance with its standard practices and iSpring Maintenance and Support Terms.

4. PROPRIETARY RIGHTS AND NON-DISCLOSURE.

4.1. Ownership Rights. The Products are licensed, and not sold, to You for use only under the terms and conditions of this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. You agree that the Products and the authorship, systems, ideas, methods of operation, documentation and other information contained in the Products, are proprietary intellectual properties and/or the valuable trade secrets of the Licensor or its suppliers and/or licensors and are protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patent of the United States, other countries and international treaties. You may use trademarks only insofar as to identify printed output produced by the Products in accordance with accepted trademark practice, including identification of the trademark owner’s name. Such use of any trademark does not give You any rights of ownership to that trademark. The Licensor and/or its suppliers own and retain all right, title, and interest in and to the Products, including without limitations any error corrections, enhancements, Updates or other modifications to the Products, whether made by the Licensor or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Products does not transfer to You any title to the intellectual property in the Products, and You will not acquire any rights to the Products except as expressly set forth in this Agreement. All copies of the Products made hereunder must contain the same proprietary notices that appear on and in the Products. Except as stated herein, this Agreement does not grant You any intellectual property rights in the Products and You acknowledge that the License, as further defined herein, granted under this Agreement only provides You with a right of limited use under the terms and conditions of this Agreement. Licensor reserves all rights not expressly granted to You in this Agreement.

4.2. Third Party Components. Licensor’s Software and future updates and revisions of Licensor’s Software may contain components and materials (including but not limited articles, photos, drawings, graphics, rich media, applications, programs and other content owned by a party other than iSpring (“Third-Party Components”). Any Third-Party Components incorporated into or accompanying Licensor’s Software is third parties’ intellectual property and is protected by United States, and international copyright laws and applicable treaties. Licensor has obtained such rights, permissions and consents as are necessary for Licensor to use the Third-Party Components in conjunction with the Software as licensed by this Agreement. However, all such Third-Party Components incorporated into or accompanying the Software is or may be subject to a separate software licensing agreement containing separate and discrete terms, conditions and restrictions governing Your right to use the Third-Party Components. Irrespective of Your acceptance and/or use of the Software, You will not receive or gain any rights, privileges or entitlements in respect of the Third Party Components greater than such rights, privileges or entitlements as Licensor is able to provide to You pursuant to this Agreement (each as may be amended, from time to time). You acknowledge that the License granted under this Agreement only provides You with a right of limited use under the terms and conditions of this Agreement. And You agree and confirm to use the Third-Party Components only in conjunction with the Software, as permitted by this Agreement, and as permitted by the more restrictive of any Third-Party Components license agreement applicable to Your and/or Licensor’s use of the Third Party Components.

4.3. Applicability to Third Party Components. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNIFICATION OR REPLACEMENT COVENANTS OF ANY KIND WITH RESPECT TO THIRD PARTY SOFTWARE. Licensor’s sole responsibility as to Third Party Components is to pass through any intellectual property warranties, indemnification and replacement provisions that Licensor receives from the vendors or suppliers of such Third-Party Software and which Licensor is allowed to pass on. “Third-Party Components” means application software provided by third party vendors, including operating system and application software with which the Software interfaces and which provides certain functionality essential to the operation of the Software.

4.4. Use of the Content Library and Online Courses Library by You. The Content Library incorporated into the Software and Online Courses Library are Licensor’s intellectual property and are protected by the United States, and international copyright laws and applicable treaties. The Licensor hereby grants to You a non-exclusive limited, worldwide, non-transferable revocable license, without rights to sublicense, to Use the Content Library according to the terms and conditions of iSpring Content Library End User License Agreement and/or Online Courses Library according to the terms and conditions of iSpring Online Courses Library End User License Agreement.

4.5. Confidential Information. You agree that, unless otherwise specifically provided herein the Products, including the specific design and structure of individual programs and the Products, constitute confidential proprietary information of the Licensor or its suppliers and/or licensors. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party. Furthermore, in addition to or in lieu of You entering the License Key, Licensor reserves the right to implement an activation procedure requiring You in order to enable the full functionality of the Products to connect, through the Products interface, to Licensors server and by entering into this Agreement You agree to comply with such online activation procedure. You agree to implement reasonable security measures to protect such confidential information.

5. TERM AND TERMINATION.

5.1. The term of this Agreement (“Term”) shall begin when You purchase or otherwise legally obtain the License for the Products until the Agreement is terminated as provided herein.

5.2. This Agreement may be terminated by a superseding agreement, offered by the Licensor and accepted by You, for the Products, Update or any replacement or modified version of or Upgrade or New Release of the Software and conditioning Your continued use of the Products or such replacement, modified or upgraded version or New Release on Your acceptance of such superseding Agreement.

5.3. The term of this Agreement is effective until the end of a Term specified in the applicable invoicing or packaging for the Products. If the Products is purchased as Subscription, the term of this Agreement is effective until the end of a Subscription Term. A purchased Subscription will renew automatically at the end of the initial Subscription Term and at the end of each term thereafter unless and until You give notice of Your intention to terminate a purchased Subscription pursuant to the terms of this Agreement.

5.4. Without prejudice to any other rights, this Agreement will terminate automatically, if You fail to comply with any of the limitations or other requirements described herein.

5.5. Upon any termination or expiration of this Agreement, You must immediately cease Use of the Products and permanently destroy and/or delete all copies of the Products.

5.6. No Rights Upon Termination. Upon termination of this Agreement, You will no longer be authorized to Use the Products in any way and no refunds (whole or partial) will be granted.

5.7. No Refunds for Termination of Subscription. To prevent fraudulent behavior and abuse, no refunds will be granted, in whole or in part, after expiration of a Subscription Term or if You choose to terminate Your Subscription during Your Subscription Term.

5.7.1. No Refunds during Special Offers. You will not receive a refund, in whole or in part, for the licenses purchased by You during Licensor’s special offers.

5.8. Material Terms and Conditions. You specifically agree that each of the terms and conditions of this Agreement are material and that failure of You to comply with these terms and conditions shall constitute sufficient cause for Licensor to immediately terminate this Agreement and the License granted under this Agreement. The presence of this Section 5.8 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party hereto.

6. Fees and Payment Terms; Refunds

6.1. Invoicing and Payment. The Licensee shall pay compensation for the Product in accordance with the Fees set out in the applicable invoicing or packaging for the Product. The Fees may be made by You through use of an authorized credit card or, if agreed to by Licensor, by another method of payment. Licensor reserves the right to change the Fees or applicable charges upon fifteen (15) days prior notice to You (which may be sent by email to the address You have most recently provided to Licensor).

6.2. The Licensee undertakes to make payment of invoices, in the currency stated on the invoice, into the account stated on the invoice.

6.3. The Product provided by the Licensor is billed in advance on the payment terms specified in the applicable invoicing or packaging for the Product by the due date and in the currency specified in the applicable invoicing or packaging for the Product interest on overdue payments shall be payable according to applicable law. If any amount owing by You under this Agreement for the Product is overdue, Licensor may, without limiting other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the provision of the Software to You until such amounts are paid in full. Licensor will give You at least 7 days’ prior notice that the payment is overdue before the provision of the Product.

6.4. In the event of early termination of the Agreement, You shall not be entitled to a refund of any prepaid fees.

6.5. Except as otherwise specified herein or in the invoicing terms, (i) fees are based on the Products purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during a relevant Subscription Term.

6.6. Taxes. All disbursements, prices and fees payable to Licensor hereunder shall be paid free and clear of any deduction or withholding on account of taxes. You shall be responsible for all federal, state, municipal, or other government, excise, sales, use, occupational, or like taxes now in force or enacted in the future imposed by any governmental entity upon the sale, use or receipt of the Software, with the sole exception of Licensor’s income taxes. You shall cover all fees and processing expenses for charge backs, frauds, and refunds. Notwithstanding anything to the contrary herein, You shall be solely responsible for any value added taxes collections, payments and related registrations arising in any way out of or relating to these Terms. If and when Licensor has a legal obligation to collect such taxes, Licensor will invoice You the amount of such taxes, and You will pay such amount unless You provides iSpring with a valid tax exemption certificate or valid VAT ID prior to the issuance of an invoice, provided, however, that no such exemption shall be extended to You following written notice to Licensor from a taxing authority of appropriate jurisdiction that You do not qualify for the claimed exemption. If You do not provide a valid tax exemption certificate or valid VAT ID within 30 days as of the issuing of the invoice, You agree and acknowledge that the tax collected by Licensor shall not be refunded to Your.

If You are required to withhold taxes from payments to Licensor, You shall pay Licensor the amount owing on the invoice, less a deduction for such taxes withheld to be remitted directly by You to the relevant tax authority. You will provide Licensor with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Licensor within 30 (thirty) days of Customer’s payment to Licensor from which the withholding was made to establish that such taxes have been paid by You. If You do not provide the valid receipt for such taxes remitted within 30 days, You agree and acknowledge that it will be charged and will have to pay for the full amount of the invoice.

The parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize such liability to the extent legally permissible.

7. RESTRICTIONS.

7.1. No Transfers. Under no circumstances You shall sell, rent, lease, loan, license, sublicense, publish, display, distribute, or otherwise transfer to a third party the Products any copy or use thereof, in whole or in part, without Licensor's prior written consent, provided that if such non-waivable right is specifically granted to You under applicable law in Your jurisdiction You may transfer Your rights under this Agreement permanently to another person or entity, provided that (a) You also transfer this Agreement, the Software, all accompanying printed materials, and all other software or hardware bundled or pre-installed with the Products including all copies, Updates and prior versions, to such person or entity; (b) retain no copies, including backups and copies stored on a Client Device; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which You legally purchased a license to the Products. Notwithstanding the foregoing, You may not transfer education, pre-release, or “not for resale” copies of the Products. In no case You may permit third parties to benefit from the Use or functionality of the Products via a timesharing, service bureau or other arrangement, except to the extent such Use is specified in the application price list, purchase order or packagingfor the Products.

7.2. Prohibitions. Except as otherwise specifically provided for in this Agreement, You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or otherwise reduce any party of the Software to human readable form or transfer the licensed Products  or any subset of the licensed Products nor permit any third party to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Products in whole or in part. Any such unauthorized use shall result in immediate and automatic termination of this Agreement and the License granted hereunder and may result in criminal and/or civil prosecution. Neither Products binary code nor source may be used or reverse engineered to re-create the program algorithm, which is proprietary, without written permission of the Licensor. All rights not expressly granted here are reserved by Licensor and/or its suppliers and licensors, as applicable.

7.3. License Key. You may not give, make available, give away, sell or otherwise transfer Your registration License Key or any copy thereof to a third party. Software’s License Key may not be distributed, except as provided herein, outside of the area of legal control of the person or persons who purchased the original License, without written permission of the Licensor. Doing so will result in an infringement of copyright. The Licensor retains the right of claims for compensation in respect of damage which occurred by Your giving away the License Key or registration code contained therein. This claim shall also extend to all costs which the Licensor or its licensors incur in defending themselves.

7.4. Compliance with Law. You agree that in using the Products and in using any report or information derived as a result of using the ProductsYou will comply with all applicable international, national, state, regional and local laws and regulations, including, without limitation, privacy, copyright, export control and obscenity law.

7.5. No Transfer of Rights. Except as otherwise specifically provided herein, You may not transfer or assign the Agreement and/or any of the rights granted to You under this Agreement or any of Your obligations pursuant hereto.

7.6. No Reverse Engineering. You acknowledge that the Products are proprietary to the Licensor and constitute trade secrets of the Licensor. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the code of the Products in any way.

7.7. No Modification. You agree not to modify or alter the Products in any way. You may not remove or alter any copyright notices or other proprietary notices on any copies of the Products.

7.8. Transfer of the Software. You may move the Software to a different Client Device; such transfer may require You to contact Licensor to effectuate such transfer. After the transfer, You must completely remove the Software from the former Client Device. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EVALUATION LICENSE SOFTWARES. YOU MAY NOT SUBLICENSE, RENT OR LEASE YOUR RIGHTS IN THE SOFTWARE OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED EXCEPT AS MAY BE EXPRESSLY PERMITTED IN THIS AGREEMENT.

7.9. Material Terms and Conditions. You specifically agree that each of the terms and conditions of this Section 7 are material and that failure of You to comply with these terms and conditions shall constitute sufficient cause for Licensor to immediately terminate this Agreement and the License granted under this Agreement. The presence of this Section 7.9 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party hereto.

8. ADDITIONAL PROTECTION MEASURES. Solely for the purpose of preventing unlicensed use of the Software, the Software may install on Your Client Device technological measures that are designed to prevent unlicensed use, and the Licensor may use this technology to confirm that You have a licensed copy of the Software. The update of these technological measures may occur through the installation of the Updates.

9. RIGHT TO AUDIT. PENETRATION TESTING

9.1. Right to Audit. To prevent fraud, Use of the Products and support services, Licensor, without written notice to users during Licensor’s business hours may examine and/or audit the Use of Licensor’s Products by any user. If any examination or audit should reveal unlicensed Use of the Products and support services by either an individual or an entity, then Licensor reserves the right to reset the number of activations, demand such user to deactivate the Software and stop providing such users with support services for the Products until such users obtain a license for the Products.

9.2. Penetration Testing. Licensor conducts penetration testing of the Software and Software Services, performed regularly by independent third-party security professionals at Licensor’s selection and expense, which result in the generation of a penetration test report (“Pen Test Report”), which is Licensor’s Confidential Information.

If Licensee desires to conduct penetration testing or to have a third-party conduct penetration testing on its behalf, Licensee must provide written notice to Licensor at least thirty (30) days prior to the penetration testing with request to conduct such penetration testing. Penetration testing is not authorized until after receipt and validation of the required information provided to Licensor by Licensee and after delivery to Licensee of authorizations for penetration testing provided by Licensee or its contractors. Any penetration testing conducted by or at the request of the Licensee will be: (a) at Licensee’s expense; (b) limited to the source and destination IP addresses and network bandwidth specified in the penetration testing request, and the times and other conditions specified in the authorization provided by Licensee or its contractor, and Licensee will abide by the policies of Licensor or its contractor provided to Licensee regarding the use of security assessment tools and services. Licensee is responsible for any damages to Licensor or other Licensor customers that are caused by Penetration testing activities.

10. DISCLAIMERS.

10.1. Customer Remedies. The Licensor and its suppliers’ entire liability and Your exclusive remedy for any breach of the foregoing warranty shall be at the Licensor’s option: (a) return of the purchase price paid for the license, if any, or (b) correction of the defects, “bugs” or errors within reasonable period of time.

10.2. LIMITED WARRANTY. Licensor represents and warrants that (i) it will provide the Products in a manner consistent with general industry standards reasonably applicable to the provision thereof (ii) it has all rights, licenses, consents and authorizations necessary to grant the rights and licenses granted in this Agreement; (iii) the Products delivered under this Agreement will operate substantially in conformity with its Documentation under normal use and circumstances; (iv) the Documentation accurately and completely reflects all material features and functions of the Products; (v) it shall comply with all applicable federal, state and local laws, rules, and regulations when performing its obligations under this Agreement; and (v) to Licensor’s knowledge, the Products do not contain, and will not transmit to Licensee or its systems, any viruses, Trojan horses, timebombs, or any other code, programs or mechanisms that disrupt, modify, delete, harm, or otherwise impede the operation of computer systems.

10.3. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE PRODUCTS, THE DOCUMENTATION AND SUPPORT SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY WHATSOEVER AND THE LICENSOR MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE SOFTWARE OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE PRODUCTS, TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCTS. THE LICENSOR MAKES NO WARRANTY THAT THE PRODUCTS, AND SUPPORT SERVICES WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS, AND THE ACCOMPANYING WRITTEN MATERIALS OR THE USE THEREOF. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE PRODUCTS, AND SUPPORT SERVICES MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY LIABILITY ARISING FROM OR RELATED TO ANY FAILURE BY THE LICENSOR TO TRANSMIT ACCURATE OR COMPLETE INFORMATION TO YOU.

10.3. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE PRODUCTS, AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE LICENSOR OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING SUPPORT SERVICES, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS OR THE INCOMPATIBILITY OF THE SOFTWARE WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE LICENSE FEE PAID BY YOU TO LICENSOR. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY ACTION BROUGHT AGAINST EITHER PARTY PERTAINING TO OR IN CONNECTION WITH THE PRODUCTS  MUST BE COMMENCED AND NOTIFIED TO THE OTHER PARTY IN WRITING WITHIN TWO (2) YEARS AFTER THE DATE THE CAUSE FOR ACTION AROSE.

11. INDEMNIFICATION

11.1.  You hereby agree to indemnify and hold harmless Licensor, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third-party, including the assessment, claim or demand by a governmental agency or entity, arising out of breach of this Agreement by You and any use of the Software by You, any party related to You, or any party acting upon Your authorization in a manner that is not expressly authorized by this Agreement, provided that You have been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement and that Licensor has not compromised or settled the claim, suit or proceeding without Your prior written consent.

11.2. Licensor hereby agrees to indemnify and hold harmless You, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third-party, including the assessment, claim or demand by a governmental agency or entity, arising out of Licensor’s breach of this Agreement and any third party claims that the authorized use of the Product furnished by Licensor under this Agreement constitutes an infringement of any third-party intellectual property right; provided that Licensor has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement and that You have not compromised or settled the claim, suit or proceeding without Licensor’s prior written consent, and provided further that Licensor shall have no obligations under this Section 11 to the extent any claim is based on the combination or use of the Product with other software, hardware or services not furnished by Licensor or use of the Product in a manner prohibited under this Agreement, in a manner for which it was not designed where the Product would not otherwise itself be infringing.

11.3. In the event that the Product in such suit or proceeding are held to constitute an infringement, or if in Licensor’s reasonable opinion the Product may constitute such infringement, and/or its further use is enjoined, Licensor shall, at its own expense and at its option, either (i) procure for You the right to continue the use of the Product, or (ii) replace the Product with non-infringing services of materially equivalent function and performance, or (iii) modify the Product so that it becomes non-infringing without materially detracting from function or performance. Should none of these measures be technically, commercially or economically reasonable to Licensor, then either party may terminate this Agreement. Upon such termination, Licensor shall refund the amount of fees paid in advance in respect of not yet used the Products.

12. U.S. GOVERNMENT-RESTRICTED RIGHTS.

12.1. Notice to U.S. Government End Users. The Software and accompanying Documentation are deemed to be “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” respectively, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights, including any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation, as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

12.2. Export Control Laws.  You hereby acknowledge and agree that the Products and Services may be subject to restrictions and controls imposed by applicable laws and regulations with regards to economic sanctions; export controls, import regulations and trade embargoes (collectively “Export Control Laws”), including those of the European Union and United States (specifically, the Export Administration Act of 1979 and the Export Administration Regulations (“EAR”)). 

By purchasing the Products You are representing and warranting that You are not a person (individual or a legal entity) targeted by Export Control Laws nor You (in case of a legal entity) are otherwise owned or controlled by or acting on behalf of any person targeted by Export Control Laws.

Further, You agree and certifies that neither the Productsnor any related technical information are:

  1. Being or will be used for any purpose prohibited by the Export Control Laws, or 

  2. Downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control Laws; or

  3. Used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or biological weapons proliferation; or

  4. Exported to restricted and/or embargoed destinations (including, but are not limited to, Cuba, Iran, North Korea, Sudan, and Syria), prohibited end-user(s); and/or

  5. Participate in prohibited end-use and/or proliferation activities.

Licensor will not be liable to You for any failure to provide the Producstas a result of any government action that Licensor reasonably believes may adversely impact its obligations under this agreement, its business, or its reputation.

13. PERSONAL DATA. LICENSEE’S AND USER’S CONTENT

13.1. Processing of Personal Data.

a) By entering into this Agreement, You agree that the Licensor process Your personal data during or in connection with your use of the Products as well as gathered during any Trial Period or as part of the Maintenance and  Support Services provided to You, including Your name, email address and phone number. The Licensor employs other companies and individuals to perform certain functions on its behalf. Examples include delivering packages, sending email, analyzing data, providing marketing assistance, and providing customer service. They have access to personal information needed to perform their functions, but may not use it for other purposes.

b) Licensor collects information about You and determines the purposes and means of processing Your personal data in its role as data controller when You order the Products or otherwise provide it directly to Licensor. You hereby instruct Licensor to process the personal data that you share with Licensor in order to provide you with and improve the Products (hereinafter “Personal Data”). You acknowledge receipt of and agree to the Licensor’s privacy statement, which is made available to You in connection with installation and is set forth in full at https://www.ispringsolutions.com/company/policy/privacy

13.2. Security. Licensor shall maintain appropriate technical and organizational measures for the protection of the security, confidentiality, and integrity of Personal Data (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss, or alteration or damage, unauthorized disclosure of, or access to Personal Data). Licensor regularly monitors compliance with these measures. Licensor will not materially decrease the overall security of the Software during its provision of the Software pursuant to this Agreement. Licensor shall ensure that persons authorized to carry out processing have committed themselves to confidentiality or are under the appropriate statutory obligation of confidentiality.

13.3. Incident Notification. Licensor shall notify You without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed by Licensor or its sub-processors of which Licensor becomes aware (a “Data Incident”). Licensor shall make reasonable efforts to identify the cause of such Data Incident and take steps as Licensor deems necessary and reasonable in order to remediate the cause of such a Data Incident to the extent the remediation is within Licensor's reasonable control. The obligations herein shall not apply to incidents that are caused by You.

13.4. Return and Deletion. Upon your written request Licensor will return or delete Personal Data that You (and no other customer) made available to Licensor. Licensor may also refuse such requests where returning or deleting such Personal Data would be prohibited by applicable law, or where Licensor must retain such Personal Data due to legal obligations, to protect its rights or those of a third party, or as required by Licensor for processing pursuant to a legitimate interest as documented by Licensor.

13.5. International Transfer.  The Software is provided via servers located in the United States and other countries. You acknowledge and agree that Your Personal Data may be collected, transferred to and stored by us in the United States and other countries. Your Personal Data may be processed outside of your jurisdiction wherever we or our third-party service providers operate for the purpose of providing you the Software and Software Services. The Personal Data of individuals from the European Economic Area (EEA), the European Union (EU), Switzerland and the United Kingdom is stored and processed on servers based in Ireland and Germany and stored as backup in Germany. Regardless of where your information is stored or processed, we apply the same protections described in the Licensor’s current privacy policy and ensure that the third-party recipients of your Personal Data offer an adequate level of protection and security. By using the Software, You consent to the transfer of such Personal Data outside of the country in which you provide the information and You hereby expressly consent to having Your Personal Data processed by Licensor according to the Licensor’s current privacy policy as of the date of the effectiveness hereof which is incorporated into this Agreement by reference.

For purposes of facilitating transfers of personal data from the EEA, EU, Switzerland or the United Kingdom to the United States, Licensor’s DPA incorporates the latest standard contractual clauses. Where applicable, You agree to enter into processor standard contractual clauses with Licensor, which are available upon Your written request.

13.6. The Licensee shall be responsible for determining the purposes and means of the processing of the Content and any User personal data provided by Users of the Software Services, and Licensee shall when considered to be the Controller, in its use of the Software Services, process personal data of the Users in accordance with the requirements of Data Protection Laws and Regulations. Licensee shall in such event has the sole responsibility for the accuracy, quality, and legality of personal data and the means by which Licensee acquired personal data.

14. MISCELLANEOUS.

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates without regard to its principles of conflict of laws. You agree to the exclusive jurisdiction of the courts of Dubai for any claim or cause of action arising out of, or relating to or in connection with this Agreement or the Products, provided that such exclusivity does not apply to legal actions initiated or brought by Licensor.

Notwithstanding the foregoing, if the iSpring entity, providing the Products is any other company indicated on the Company Page, as the case may be, any dispute arising hereunder shall be exclusively construed in accordance with the laws of the country of registration of this iSpring entity without regard to principles of conflict of laws.

14.2. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the Uniform Commercial Code as adopted or made applicable to the Software in any competent jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed and excluded. 

14.3. Period for Bringing Actions. No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either party hereto more than two (2) years after the cause of action has occurred, or was discovered to have occurred, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.

14.4. Publicity. The parties shall work together to issue publicity and general marketing communications concerning their relationship and other mutually agreed-upon matters. In addition, neither party shall issue such publicity and general marketing communications concerning their relationship without the prior written consent of the other party (not to be unreasonably withheld or delayed) and neither party shall disclose the terms of this Agreement to any third party other than its outside counsel, auditors, and financial and technical advisors, except as required by law), provided that, Licensor may mention You as a customer on its website and general marketing communications.

14.5. Entire Agreement; Severability; No Waiver. This Agreement is the entire agreement between You and Licensor and supersedes any other prior agreements, proposals, communications or advertising, oral or written, with respect to the Software or to subject matter of this Agreement. You acknowledge that You have read this Agreement, understand it and agree to be bound by its terms. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any provision or condition herein shall be valid unless in writing and signed by You and an authorized representative of Licensor provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach. Licensor’s failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

14.6 Assignment. This Agreement, rights and obligations provided hereunder may not be assigned, in whole or in part by Licensee, without the prior written consent of the Licensor. Any attempt of assignment without such consent shall be null and void and of no force and effect. The Licensor shall have the right at all times to assign any of its rights or obligations under this Agreement to any of the Affiliates of the Licensor or other companies authorized by the Licensor to provide the Products, with prior notice to the Licensee.

14.7. Injunctive Relief. You agree that a breach of this Agreement adversely affecting Licensor’s proprietary rights in the Software may cause irreparable injury to Licensor for which monetary damages would not be an adequate remedy and Licensor shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.

14.8. Changes to this Agreement

This Agreement may be updated from time to time. If we make any changes, we will notify you by revising the “Review date” date at the top of this Agreement. We encourage you to review this Agreement whenever you download the Product and/or access the Software Services to stay informed about the changes. Additionally, please check the Website Terms of Use published on the Websites at https://www.ispringsolutions.com/legal/terms_of_use regularly to ensure that you are aware of all terms governing your use of the Websites

If you disagree with any changes to this Agreement, you will need to stop using the Software and/or Software Services and deactivate your account(s), as outlined above.

Copyright © 2023. iSpring. All rights reserved. The Sites, material and all
documentation are the copyrighted property of Licensor and/or its licensors and protected by copyright laws and international intellectual
property treaties. iSpring and related logo, and all related product and service names, design marks and slogans are the trademarks and/or
registered trademarks of Licensor and/or its licensors. All other product and service marks contained herein are the trademarks of their
respective owners. Any use of Licensor or third-party trademarks or logos without the prior written consent of Licensor or the applicable
trademark owner is strictly prohibited.