This Master Subscription and Services Agreement applies to your purchase and/or use of any software
products or services offered by Unravel Data Systems, Inc. (“Unravel”, “we”, or “us”). Before you
download and/or use any of Unravel’s software or services, you must agree to the terms of this
Agreement (as defined below). You will be referred to herein as “you” or “Customer”
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING AND/OR USING ANY OF
OUR SOFTWARE OR SERVICES. THIS AGREEMENT GOVERNS YOUR USE OF OUR SOFTWARE
AND ANY SUPPORT OR SERVICES WE PROVIDE TO YOU. WE ARE ONLY WILLING TO LICENSE
THE SOFTWARE AND PROVIDE SUPPORT AND SERVICES TO YOU IF YOU ACCEPT ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT. BY DOWNLOADING, INSTALLING, OR USING
OUR SOFTWARE, ORDERING OR USING ANY SUPPORT OR SERVICES, OR BY CLICKING BELOW
TO ACCEPT THIS AGREEMENT, YOU ARE CONFIRMING THAT YOU UNDERSTAND THIS
AGREEMENT, AND THAT YOU ACCEPT ALL OF ITS TERMS AND CONDITIONS. IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND IT TO THIS AGREEMENT, IN
WHICH CASE “YOU” OR “CUSTOMER” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH
AUTHORITY, OR IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THEN WE ARE UNWILLING TO LICENSE ANY OF OUR SOFTWARE OR PROVIDE
ANY SUPPORT OR SERVICES TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, OR USE OUR
As used in this Agreement:
1.1 “Agreement” means, collectively, the terms set forth herein, and any exhibits, schedules, and
amendments hereto, as well as any Order Schedule, each of which are incorporated herein by
1.2 “Authorized User” means (i) Customer’s employees, representatives, consultants or contractors
who are authorized by Customer to use the Software on Customer’s behalf (and solely in
connection with their performance of services for Customer) and/or (ii) any Client.
1.3 “Customer Provided Services” means services provided by Customer to a Client pursuant to a
written agreement signed by Customer and a Client, under which the services provided to the
Client involve use and or access of the Software and/or Services.
1.4 “Client” means a client of Customer that is the recipient of Customer Provided Services and that
is identified in the applicable Order Schedule.
1.5 “Documentation” means the end user manuals, guides, online help files and other supporting
materials that Unravel generally makes available to its customers with the Software.
1.6 “Effective Date” is the date that you click to accept the terms and conditions of this Agreement.
1.7 “Fees” means the License Fees plus any other fees payable by Customer or Reseller, as
applicable, to Unravel under an Order Schedule.
1.8 “Intellectual Property Rights” means worldwide patents, copyrights, trademarks, service marks,
trade names, domain name rights, know-how and other trade secret rights, and all other
intellectual property and proprietary rights and similar forms of protection.
1.9 “License Fees” means the license fees for the Software, as set forth in the applicable Order
1.10 “Subscription Term” means the Order Schedule-specified period(s) during which Customer and
Authorized Users may use the Software. If no period is specified in the applicable Order
Schedule, the Subscription Term will be one year from the effective date of the Order Schedule.
1.11 “Order Schedule” means a written or electronic quote or other ordering document detailing the
Software and related Services (if any) to be provided by Unravel to Customer or Reseller (as
applicable), the Fees associated therewith, and any other transaction-specific terms and
conditions. Upon mutual execution (or, in the case of quotes, confirmation and placement of the
order by Customer or Reseller, as applicable), Order Schedule(s) will be governed by the terms
and conditions hereof and are deemed incorporated herein by this reference. A binding order is
created when Unravel and Customer or Reseller, as applicable, execute an Order Schedule (or,
in the case of quotes, when the Customer or Reseller, as applicable, confirms and places the
1.12 “Permitted Site(s)” means the site(s) where the Software will be used, as specified in the
applicable Order Form.
1.13 “Reseller” means a party that has entered into a reseller agreement and Order Schedule(s) with
Unravel for the purchase of Software and/or Services from Unravel for the benefit of, and use by,
1.14 “Services” means installation, implementation, training or other professional services (excluding
Support) provided by Unravel to Customer or Client, as applicable, under an Order Schedule.
1.15 “Software” means the object-code version(s) of one or more of Unravel’s proprietary software
programs listed on an Order Schedule, including all Documentation, as well as any Updates to the Software that Unravel
provides to Customer or Client, as applicable, or that Customer or Client, as applicable, may access under this Agreement.
1.16 “Support” means support services being purchased from Unravel in connection with the license of
the Software. Support shall not be deemed “Services” for purposes of this Agreement.
1.17 “Update” means a Software release that Unravel makes generally available to its customers,
along with any corresponding changes to Documentation. An Update may be an error correction
or bug fix, or it may be an enhancement, a new feature, or new functionality.
2.1 License Grant. Subject to the terms and conditions of this Agreement (including Customer’s or
Reseller’s, as applicable, obligation to pay the License Fees), Unravel grants to Customer and its
and their Authorized Users, a non-exclusive, non-transferable (except as permitted under Section
14.2), limited-term, royalty-free, revocable (pursuant to the termination provisions set forth
herein), license to install, execute and use the Software for internal business purposes and as
necessary for the purpose of providing Customer Provider Services to Clients (including allowing
Clients to host and use the Software in connection with Customer Provided Services) during the
Subscription Term at the Permitted Site(s). The foregoing license grant is conditioned on
Customer and its Authorized Users (i) not exceeding the number of nodes indicated on the
applicable Order Schedule and (ii) using the Software in accordance with the Documentation.
2.2 Open Source. The Software may contain open source components (“OSS Components”). As a
result, in addition to the proprietary code that is being licensed under this Agreement, Customer’s
and its Authorized Users’ use of the OSS Components in the Software may be subject to certain
open source licenses. A description of the OSS Components, and references to those licenses,
can be found at https://unraveldata.com/unravel-data-systems-version-4-4/. Customer agrees that
it is responsible for Customer and its Authorized Users compliance with the terms of all applicable
open source licenses in its and their use of the Software and the OSS Components.
2.3 Performance Data. Customer acknowledges that the Software transmits certain data to Unravel
via the Internet regarding the usage and performance of the Software (the “Performance Data”).
Customer and its Authorized Users may turn off the functionality of the Software that transmits
such Performance Data back to Unravel, but Unravel may require them to turn such functionality
back on in order for Unravel to assist with a request for Support. Customer, on behalf of itself and
its Authorized Users, hereby gives Unravel permission to use any Performance Data received by
Unravel to (i) assist Unravel in providing Support to Customer and its Authorized Users, (ii) to
ensure that Customer and its Authorized Users are complying with the parameters of the
license(s) purchased under the applicable Order Schedule(s) and (iii) for internal purposes to
improve Unravel’s products and services. If the Software is unable to transmit Performance Data
to Unravel, whether because Customer or its Authorized Users turned off such functionality or for
any other reason, Customer agrees, upon Unravel’s reasonable request, to provide Unravel with
a screenshot of Customer’s dashboard within the Software that shows how many nodes
Customer and its Authorized Users are running the Software on in both static mode as well as
peak loads (the “Screenshot Reports”). If a Screenshot Report shows that Customer and its
Authorized Users have exceeded the number of nodes specified in the applicable Order
Schedule(s), then Customer or Reseller, as applicable, shall pay for such additional nodes at the
rate set forth in the applicable Order Schedule(s) upon invoice by Unravel.
2.4 Reporting and Audits. If an Order Schedule provides for a License Fee that is based on an hourly
usage rate, then Customer will submit a monthly report via email to firstname.lastname@example.org,
which report will state (i) how many nodes Customer and its Authorized Users are running the
Software on in both static mode as well as peak loads and (ii) the number of hours during such
month that Customer and its Authorized Users were running the Software (the “Monthly
Reports”). Such Monthly Reports shall be delivered to Unravel within ten (10) business days of
the end of each month. Unravel may, upon thirty (30) days’ advance written notice, itself or using
a third-party auditor mutually agreed on by Unravel and Customer (such agreement not to be
unreasonably withheld), inspect such portion of Customer’s and/or its Authorized Users’ computer
systems as is reasonably necessary to verify the accuracy of the Monthly Reports (an “Audit”).
Audits will be conducted remotely and Customer will cooperate in good faith to provide view-only
access as is reasonably required for purposes of the Audit. An Audit may not be conducted more
than once every twelve (12) months during the term of this Agreement, except upon good cause,
and may not be conducted more than three (3) months after the termination or expiration of this
Agreement. Any such Audit will be conducted during Customer’s normal business hours and in a
manner that does not interfere with Customer’s normal business operations. If an Audit shows
that any Monthly Reports are not accurate and as a result, Customer has not fully paid for its
usage of the Software, then Customer shall pay for such additional usage at the rate set forth in
the applicable Order Schedule(s) upon invoice by Unravel.
2.5 No “Sale” of Software. Customer acknowledges and agrees that Unravel never sells but only
licenses the right to “use” the Software, the Documentation, and related materials, and that no
sale or other transfer of any title or ownership or any proprietary interest of any kind whatsoever
in or to the Software, Documentation, or related materials is contemplated hereunder.
2.6 Ownership; Proprietary Rights Notices. The Software, Documentation, Performance Data and
related materials supplied by Unravel hereunder, and all Intellectual Property Rights therein or
related thereto, are and will remain Unravel’s sole and exclusive property. All rights in and to the
Software, Documentation, Performance Data and related materials not expressly granted to
Customer and its Authorized Users in this Agreement are reserved by Unravel and its suppliers,
and there are no implied licenses granted hereunder. Customer agrees, on behalf of itself and its
Authorized Users, not to remove, alter, or obscure any proprietary rights notices (including
copyright notices) on the Software, Documentation, or related materials, or allow any third party
to do so.
2.7 Feedback. During the term of this Agreement, Customer and its Authorized Users may provide
Unravel with feedback concerning the Software, Support and/or Services, or Customer may
provide Unravel with other comments and suggestions for new products, features, or
improvements (collectively, “Feedback”). Customer acknowledges that Unravel will own all right,
title, and interest in and to the Feedback, and Customer, on behalf of itself and its Authorized
Users, hereby irrevocably transfers and assigns to Unravel all of its right, title and interest in such
Feedback, including all Intellectual Property Rights therein. At Unravel’s request and expense,
Customer agrees (and agrees to cause its Authorized Users) to execute documents or take such
further actions as Unravel may reasonably request to help Unravel acquire, perfect, and maintain
its rights in the Feedback. All Feedback provided by Customer and its Authorized Users to
Unravel shall be provided on an “as is” basis with no warranty. For the sake of clarity, Customer
and its Authorized Users are not obligated to provide Unravel with any Feedback under this
2.8 Services. In connection with the licenses granted hereunder, Unravel and Customer or Reseller,
as applicable, may agree in an Order Schedule upon Services to be performed by Unravel. Any
changes to an Order Schedule shall be agreed upon in writing by both parties. The manner and
means used by Unravel to perform such Services are subject to Unravel’s sole discretion.
Customer agrees, on behalf of itself and its Authorized Users, to provide Unravel with any
required Customer materials needed for Unravel to perform the Services, and hereby grants
Unravel a royalty-free, non-exclusive, worldwide license to use such materials for the sole
purpose of enabling Unravel to perform the Services. Unravel will use commercially reasonable
efforts to meet any schedules set forth in the Order Schedule, and Customer agrees, on behalf of
itself and its Authorized Users, to cooperate in good faith to allow Unravel to achieve completion
of such Services in a timely and professional manner. If achievement of any particular milestone
is dependent upon performance of tasks by Customer or by a third party outside of Unravel’s
control, any projected dates for accomplishing such milestones will be approximately adjusted to
reflect any changes in such tasks. Unravel retains all right, title and interest in and to (i) anything
it uses or develops in connection with performing Services for Customer (or Customer’s Clients, if
applicable), including, among other things, software, tools, specifications, ideas, concepts,
inventions, processes, techniques, and know-how and (ii) anything it delivers to Customer (or
Customer’s Clients) during the course of performing Services (collectively, “Deliverables”), unless
otherwise specified in the applicable Order Schedule. Unravel hereby grants to Customer and its
Authorized Users a non-exclusive, non-transferable (except as permitted under Section 14.2),
worldwide, royalty-free, limited-term license to use the Deliverables during the Subscription Term
solely in conjunction with Customer’s and its Authorized Users’ use of the Software that is being
licensed from Unravel. Customer and its Authorized Users may not copy, modify, or otherwise
create derivative works of any Deliverables without Unravel’s prior written consent in each case.
2.9 Support. Subject to the Customer’s or Reseller’s, as applicable, timely payment of the License
Fees, Unravel will provide Support with regard to the Software in accordance with Unravel’s
then-current support and maintenance terms and conditions, which can be found at
3.1 Restrictions on Use. Customer acknowledges that the Software and its structure, organization,
and source code constitute valuable trade secrets of Unravel and its suppliers. Accordingly,
Customer agrees not to, and not to allow or authorize any third party (including Authorized Users)
to: (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sublicense,
lease, rent, loan, or otherwise transfer (except in connection with a permitted assignment of
Customer’s rights permitted under Section 14.2) the Software to any third party (other than
Authorized Users, as permitted under Section 3.2), (c) use the Software in any service bureau or
time-sharing arrangement, (d) reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code for the Software, in whole or in part; (e) hack or modify any license key, or
try to avoid or change any license registration process Unravel may implement; or (f) otherwise
use or copy the Software except as expressly allowed under Section 2.
3.2 Terms Applicable to Authorized Users. Customer represents and warrants that each Authorized
User is either (i) an authorized Customer agent that is using the Software on Customer’s behalf or
(ii) a Client. Customer will be responsible and liable for the acts and omissions of all Authorized
Users (including, but not limited to, all Clients) in connection with this Agreement (such that any
act or omission committed by an Authorized User that would, if committed by Customer as a party
to this Agreement, be deemed a breach of this Agreement, will be deemed a breach hereof,
regardless of whether or not an Authorized User is a signatory to this Agreement), as well as any
and all access to and use of the Software by any Authorized User.
4.1 Delivery. Unravel will make the Software available for download within a reasonable period
following execution of the applicable Order Schedule. The Software will be delivered
electronically, unless otherwise set forth on the applicable Order Schedule.
4.2 Installation. Customer is responsible for installing the Software unless Unravel has agreed in an
Order Schedule to provide installation services. If Unravel will provide installation services under
an Order Schedule, Customer will provide Unravel’s personnel with adequate access to
Customer’s or Client’s, as applicable, facilities and applicable computer systems and will make its
own appropriate personnel available to assist with the installation. Unravel will comply with
Customer’s and its Clients’ written physical safety rules and policies while on Customer’s or
Clients’ premises, provided, however, that Customer makes such rules and policies available to
Unravel for review prior to execution of the applicable Order Schedule.
4.3 Hardware and Third Party Software. Customer agrees that Customer is responsible for procuring
and making available the computer hardware and third-party software configuration appropriate
for use of the Software. Customer will be responsible for procuring maintenance for the
Customer-side hardware and software throughout the Subscription Term. For the avoidance of
doubt, Unravel will not be responsible for any issues arising out of or relating to any hardware or
third-party software. Without limiting the generality of the foregoing, Unravel will specify the
minimum approved hardware configuration and third-party software required in order to operate
the Software. Unravel uses commercially reasonable efforts to ensure that such specifications
remain current. However, Customer acknowledges that as current technology changes and
becomes obsolete, Unravel may be required to update specifications accordingly and Unravel is
therefore unable to guarantee compatibility with current hardware or third-party software
specifications for more than one (1) year after the hardware or software has been specified.
4.4 Acceptance. The Software will be deemed irrevocably accepted upon delivery.
4.5 Updates. Unravel will notify Customer when Updates become available. Customer is responsible
for installing all available Updates.
5.1 Fees. Customer agrees to pay Unravel all applicable Fees in full, without deduction or setoff of
any kind, in U.S. Dollars, within thirty (30) days of the date of the invoice. Amounts payable under
this Agreement are nonrefundable, except as expressly provided in Sections 6.1, 6.2, 6.3 and 7.
5.2 Taxes. The Fees payable to Unravel hereunder exclude all applicable sales, use, and other taxes
and all applicable export and import fees, customs duties and similar charges, and Customer will
be responsible for payment of all such taxes (other than taxes based on Unravel’s income), fees,
duties, and charges, and any related penalties and interest, arising from the payment of the Fees
or the delivery or license of the Software and/or related Services to Customer. Customer will
make all payments of the Fees to Unravel free and clear of, and without reduction for, any
withholding taxes such that after making such payments, Unravel receives an amount equal to
what it would have received if such deduction, withholding or payment had not been made. Upon
request, Customer will provide Unravel with official receipts issued by the appropriate taxing
authority, or such other evidence as Unravel may reasonably request, to establish that such taxes
have been paid.
5.3 Invoice Disputes; Late Fees. Any invoice disputes must be initiated by Customer in good faith, in
writing, within the specified payment period of the applicable invoice; otherwise, Customer will be
deemed to have waived any dispute regarding the applicable invoice. If Customer initiates a
dispute with regard to a particular invoice, any undisputed amounts charged on such invoice will
continue to be due and payable. Unravel and Customer agree to use good faith efforts to address
and resolve any properly initiated dispute within thirty (30) days following Customer’s notice to
Unravel regarding such dispute. With regard to any undisputed invoiced amount that is not paid
when due, Unravel reserves the right to charge, and Customer agrees to pay, a late fee of one
and one-half percent (1-1/2%) per month or the maximum rate permitted by applicable law,
whichever is less, from the due date until paid, plus any attorney’s fees and collection costs. If it is
determined that Unravel properly charged the amount disputed by Customer, the late fee will be
assessed and paid on the disputed amount.
5.4 Applicability. Notwithstanding the foregoing, the provisions of this Section 5 will not apply to a
Customer who has purchased Software and/or Services through a Reseller rather than from Unravel directly.
6.1 Performance. Unravel warrants to Customer that the Software, when used as permitted under
this Agreement and in accordance with the instructions in the Documentation (including use on a
computer hardware and operating system platform supported by Unravel), will operate
substantially as described in the Documentation. This warranty will not apply if Customer or its
Authorized Users modifies the Software or uses the Software in any way that is not expressly
permitted by this Agreement or the Documentation. Unravel does not warrant that the Customer’s
or its Authorized Users’ use of the Software will be error-free or uninterrupted. Unravel will, at its
own expense and as its sole obligation and as Customer’s exclusive remedy for any breach of
this warranty, (i) use commercially reasonable efforts to correct any failure of the Software to
operate substantially as described in the Documentation or, (ii) if Unravel reasonably determines
that it is unable to correct the breach and the applicable Order Schedule provides for upfront
payment of an annual License Fee, refund to Customer or Reseller, as applicable, a prorated
portion of such annual License Fee actually paid by Customer or Reseller, as applicable, during
the then-current Subscription Term, in which case this Agreement and all licenses granted herein
6.2 Viruses. The term “Virus” means any computer code intentionally designed to (a) disrupt, disable,
harm, or otherwise impede in any manner the proper operation of a computer program or
computer system or (b) damage or destroy any data files residing on a computer system without
the user’s consent. If Customer is able to demonstrate that the Software, at the time it was made
available by Unravel for download, contained a Virus that was introduced into Customer’s
computing environment, Unravel’s sole obligation and Customer’s exclusive remedy will be for
Unravel to (i) deliver a new copy or copies of the Software free of the identified Virus, at no
charge, or (ii) if Unravel reasonably determines that it is unable to deliver such new copy or
copies of the Software and the applicable Order Schedule provides for upfront payment of an
annual License Fee, refund to Customer or Reseller, as applicable, a prorated portion of such
annual License Fee actually paid by Customer or Reseller, as applicable, during the then-current
Subscription Term, in which case this Agreement and all licenses granted herein will terminate.
6.3 Services. Unravel warrants to Customer that any Services that it performs under this Agreement
will be performed in a good and workmanlike manner, by appropriately qualified personnel.
Customer must let Unravel know about a problem within thirty (30) days of the date the applicable
Services were performed in order to make a claim under the foregoing warranty. Unravel’s only
obligation, and Customer’s only remedy, for any breach of this limited warranty will be, at
Unravels expense, to (i) re-perform the non-compliant Services, or (ii) if the non-compliant
Services cannot be reperformed by Unravel using commercially reasonable efforts, terminate the
applicable Order Schedule and refund any Fees that Customer or Reseller, as applicable, has
already paid to Unravel for the non-compliant Services.
6.4 Disclaimers. The express warranties in this Section 6 are in lieu of all other warranties, whether
express, implied, or statutory, regarding the Software, Support or Services, including any
warranties of merchantability, fitness for a particular purpose, title, interference with quiet
enjoyment, non-infringement, and any warranties arising out of course of dealing or trade usage,
each of which is hereby disclaimed by Unravel and its suppliers. Except for the express
warranties stated in this Section 6, the Software is provided “As Is”. Customer acknowledges and
agrees that no advice or information, whether oral or written, that it gets from Unravel or anyone
else will create any warranty not expressly stated in this agreement.
Unravel will indemnify, defend and hold harmless Customer and its
shareholders, officers, directors, employees and agents (each an “Indemnified Party”) from and
against any and all damages, liabilities, costs, expenses, and losses (including, without limitation,
reasonable legal fees) (“Losses”) awarded by a court of final appeal to such Indemnified Party
arising out of any claim, suit, action or proceeding by a third party to the extent that such Losses
arise from any allegation that the Software directly infringes any U.S. patents or copyrights or
misappropriates any trade secrets recognized as such under the Uniform Trade Secrets Act (an
“Infringement Claim”). The foregoing obligations are conditioned on Customer (i) notifying Unravel
promptly in writing of such action, (ii) giving Unravel sole control of the defense thereof and any
related settlement negotiations, and (iii) cooperating with Unravel and, at Unravel’s request and
expense, assisting in such defense. If the Software becomes, or in Unravel’s opinion is likely to
become, the subject of an Infringement Claim, Unravel may, at its option and expense, either (a)
procure for Customer and its Authorized Users the right to continue using the Software, (b)
replace or modify the Software so that it becomes non-infringing, or (c) if options (a) and (b) are
not commercially practicable in Unravel’s reasonable estimation and the applicable Order
Schedule provides for upfront payment of an annual License Fee, terminate the applicable Order
Schedule, accept return of the Software and give Customer or Reseller, as applicable, a prorated
refund of such annual License Fee paid by Customer or Reseller, as applicable, for the
then-current Subscription Term. Upon payment of the applicable refund, if any, the affected
license(s) will terminate. Notwithstanding the foregoing, Unravel will have no obligation under this
Section 7 or otherwise with respect to any Infringement Claim to the extent it is based on: (i) any
use of the Software not in accordance with this Agreement and the Documentation, (ii) any use of
the Software in combination with other products, equipment, software, systems, devices or data
not supplied by Unravel or specified in the Documentation, unless the Infringement Claim would
have arisen irrespective of such combination, (iii) any use of any release of the Software other
than the most current release made available to Customer, (iv) Customer’s or its Authorized
Users’ failure to stop using the Software after receiving written notice to do so from Unravel in
order to avoid further infringement or misappropriation, (v) the OSS Components, or (iv) any
modification of the Software by any person other than Unravel’s personnel. This Section 7 states
Unravel’s entire liability and Customer’s sole and exclusive remedy for infringement claims.
In no event will Unravel be liable for any consequential, indirect, punitive,
exemplary, special, or incidental damages (including for any loss of data, profits, revenue or
goodwill, interruption of business or the cost of procurement of substitute goods and services)
arising from or relating to this Agreement, however caused, whether such liability arises from any
claim based upon contract, warranty, tort, strict liability or otherwise, even if Unravel has been
advised of the possibility of such damages. To the maximum extent permitted by applicable law,
Unravel’s total cumulative liability under this Agreement, from all causes of action and all theories
of liability, will be limited to and will not exceed the total amount of fees paid to Unravel by
Customer or Reseller, as applicable, in the twelve (12) months preceding the first claim. Multiple
claims will not expand this limitation. In addition, Unravel disclaims all liability of any kind of
9.1 Term. The term of this Agreement will begin on the Effective Date and, unless terminated earlier
as provided in Sections 9.2 or 9.3, will continue in effect for so long as there is an Order Schedule
outstanding. Each Order Schedule used to order Software will automatically renew for additional
successive Subscription Terms of equivalent length, unless one party provides written notice to
the other at least thirty (30) days prior to the expiration of the then-current Subscription Term that
it wishes to terminate the applicable Order Schedule at the end of the then-current Subscription
Term. Those portions of Order Schedules that are used to order Services will not automatically
renew. Unravel reserves the right to modify the License Fees at any time upon sixty (60) days’
prior written notice to Customer or Reseller, as applicable, provided that the modified License
Fees will not apply until the next Subscription Term.
9.2 Termination for Convenience. Provided that Customer is not otherwise in breach of this
Agreement and Customer or Reseller, as applicable, has paid all amounts owed to Unravel,
Customer may terminate this Agreement (in whole or in part (i.e., as to any specific Order
Schedule(s)) at any time, with or without cause, upon thirty (30) days’ written notice to Unravel. In
the event of such a termination for convenience, neither Customer nor Reseller, as applicable,
will receive a refund of any Fees paid to Unravel.
9.3 Termination for Cause. Either party may terminate this Agreement (in whole or in part (i.e., as to
any specific Order Schedule(s)) effective immediately upon written notice to the other party (i) if
the other party materially breaches any part of this Agreement or an Order Schedule and fails to
cure the breach within thirty (30) days of receiving written notice of it from the non-breaching
party; (ii) upon the occurrence of any one of the following events: (a) any voluntary or involuntary
filing in bankruptcy, reorganization or receivership or under similar laws for the protection of
creditors, by or directed against the other party, which is not withdrawn within thirty (30) days of
such filing, (b) any assignment by the other party for the benefit of creditors, or (c) any liquidation
or dissolution of the other party or if the other party ceases to do business in the normal course.
In addition, Unravel may terminate this Agreement (in whole or in part (i.e., as to any specific
Order Schedule(s)) if (1) Customer or its Authorized Users breaches any provision in Section 3 or
(2) Customer or Reseller, as applicable, fails to pay any portion of the License Fees when due.
Termination of a single Order Schedule will not affect the other Order Schedules not otherwise
9.4 Effects of Termination. Upon termination or expiration of this Agreement (or an Order Schedule)
for any reason, any amounts owed to Unravel under this Agreement (or the applicable Order
Schedule(s)) before such termination or expiration will be immediately due and payable, all
licensed rights granted in this Agreement (or such Order Schedule(s)) will immediately cease to
exist, and Customer and its Authorized Users must promptly discontinue all use of the Software
licensed under the affected Order Schedule(s), erase all applicable copies of the Software from
their computers, and return to Unravel or destroy all copies of the Software and Documentation
on tangible media in their possession or control and certify in writing to Unravel that such
requirements have been complied with.
9.5 Survival. Sections 1, 2.5, 2.6, 5, 6.4, 7, 8, 9.4, 9.5, 10, 12 and 14 will survive expiration or
termination of this Agreement for any reason.
10.1 Definition of Confidential Information. For purposes of this Agreement, “Confidential Information”
means any business or technical information that either party discloses to the other, in writing,
orally, or by any other means, that is designated, or that is reasonably expected under the
circumstances to be, confidential or proprietary, including things like computer programs, code,
algorithms, data, know-how, formulas, processes, ideas, inventions, schematics and other
technical, business, financial, and product development plans, names and expertise of
employees and consultants, and customer lists. For the sake of clarity, the source code of the
Software will be deemed to be Unravel’s Confidential Information, regardless of whether it is
marked as such.
10.2 Restrictions on Use and Disclosure. Neither party will use the other party’s Confidential
Information, except as necessary to carry out its obligations under this Agreement. Each party
agrees to maintain in confidence and protect the other party’s Confidential Information using at
least the same degree of care as it uses for its own information of a similar nature, but in all
events at least a reasonable degree of care. Each party agrees to take reasonable precautions to
prevent any unauthorized disclosure of the other’s Confidential Information, including, without
limitation, disclosing Confidential Information only to its employees, independent contractors,
consultants, legal and financial advisors and, in the case of Customer, any Client, with a need to
know such information and who are parties to appropriate agreements, or otherwise bound by
confidentiality obligations, sufficient to comply with this Section 10 (collectively,
“Representatives”). Each party will be responsible for all acts and omissions of its
Representatives. The foregoing obligations will not restrict either party from disclosing
Confidential Information of the other party pursuant to the order or requirement of a court,
administrative agency, or other governmental body, provided that the party required to make such
a disclosure gives reasonable notice and assistance to the other party to enable it to contest such
order or requirement or seek confidential treatment for such disclosure.
10.3 Exclusions. The restrictions set forth in Section 10.2 will not apply with respect to any Confidential
Information that: (i) was or becomes publicly known through no fault of the receiving party; (ii)
was rightfully known or becomes rightfully known to the receiving party without confidential or
proprietary restriction from a source other than the disclosing party who has a right to disclose it;
(iii) is approved by the disclosing party for disclosure without restriction in a written document
which is signed by a duly authorized officer of such disclosing party; or (iv) the receiving party
independently develops without access to or use of the other party’s Confidential Information.
10.4 Injunctive Relief. The receiving party acknowledges that disclosure of any Confidential
Information by it will give rise to irreparable injury to the disclosing party, not adequately
compensated by damages. Accordingly, the disclosing party will be entitled to equitable relief,
including injunctive relief and specific performance against the breach or threatened breach of the
undertakings in this Section 10, in addition to any other legal remedies which may be available.
Customer understands that the Software is subject to United States export
controls administered by the U.S. Department of Commerce and the United States Department of
Treasury Office of Foreign Assets Control. Customer acknowledges and agrees that the Software
shall not be used, transferred or otherwise exported or re-exported to countries as to which the
United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national
or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially
Designated Nationals or the U.S. Department of Commerce’s Entity List, Denied Persons List, or
Unverified List, or the U.S. Department of State’s Nonproliferation Sanctions list (collectively,
“Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject
to change without notice. By using the Software, Customer represents and warrants that
Customer is not located in, under the control of, or a national or resident of an Embargoed
Country or Designated National. Customer agrees to comply strictly with all U.S. export laws and
assume sole responsibility for obtaining United States government export licenses to export or
re-export as may be required. Customer will defend, indemnify, and hold harmless Unravel and
its suppliers from and against any violation of such laws or regulations by Customer, its
Authorized Users, or any of its and their agents, officers, directors or employees.
Unravel will not issue, publish, disclose or release any information regarding its
relationship with Customer or utilize any of Customer’s logos, trademarks, or service marks, or
Customer’s name in any advertising, publicity, press release, presentation, or promotion without
the express prior written consent of Customer, except that Unravel may list Customer as a
customer in written, oral and electronic advertising and marketing materials without obtaining
prior written consent.
Unravel is not involved in the collection, processing or retention of any personally identifiable
information from Customer or its Authorized Users, except for contact information and other personally
identifiable information that is provided to Unravel by Customer’s personnel in connection with
(i) obtaining Support or Services, (ii) creating an account with Unravel or (iii) invoicing
(the “Limited PII”). Unravel will maintain reasonable administrative, technical, and physical
safeguards to protect Customer’s Confidential Information, the Limited PII and any Performance Data.
Unravel will, on an ongoing basis, ensure that its information security program and safeguards are
designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable
internal and external risks to the security, confidentiality and integrity of Customer’s Confidential
Information, the Limited PII and Performance Data.
14.1 Notices. Notices will be sent by first-class mail, overnight courier, or prepaid post, sent to the
address set forth in the Order Schedule, to the other party’s respective CEO and will be deemed
given three (3) business days after mailing or upon confirmed delivery or confirmed receipt.
14.2 Assignment. You are not allowed to assign or transfer any of your rights or obligations in this
Agreement, in whole or in part, by operation of law or otherwise, without Unravel’s prior written
consent, and any attempt to do so without such consent will be null and void. We may assign this
Agreement, in whole or in part, upon notice to you.
14.3 Governing Law. This Agreement will be governed by California law, without regard to the conflicts
of law provisions of any jurisdiction. Any claims arising out of or in connection with this Agreement
will be subject to the exclusive jurisdiction of the state and federal courts in San Francisco
County, California, and each party irrevocably submits to the personal jurisdiction and venue of,
and agrees to service of process issued or authorized by, any such court in any such action or
proceeding. NEITHER THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS NOR THE UNIFORM COMPUTER INFORMATION
TRANSACTIONS ACT WILL APPLY TO THIS AGREEMENT. If either party employs attorneys to
enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled
to recover its reasonable legal fees, costs and other expenses.
14.4 Remedies. Except as provided in Sections 6 (“Warranties”) and 7 (“Indemnification”), the parties’
rights and remedies hereunder are cumulative. Customer acknowledges that the Software
contains Unravel’s valuable trade secrets and proprietary information, that any breach of this
Agreement relating thereto will constitute harm to Unravel for which monetary damages would be
inadequate, and that injunctive relief is an appropriate remedy.
14.5 Severability. If any provision of this Agreement is unenforceable, such provision will be changed
and interpreted to accomplish the objectives of such provision to the greatest extent possible
under applicable law and the remaining provisions will continue in full force and effect. Any
provision that cannot be modified or reformed in this way will be deemed deleted, and the
remaining provisions of this Agreement will continue in full force and effect.
14.6 Independent Contractors. The parties are independent contractors. No joint venture, partnership,
employment, or agency relationship exists between Customer and Unravel as a result of this
agreement or use of the Software.
14.7 U.S. Government End Users. Unravel does not develop any technical data or computer software
pursuant to this Agreement. The Software and Documentation are “commercial items” as that
term is defined at FAR 2.101. If Customer or an Authorized User is a US Federal Government
(Government) Executive Agency (as defined in FAR 2.101), Unravel provides the Software and
Documentation, including any related software, technology, technical data, and/or professional
services in accordance with this Section 14.7. If acquired by or on behalf of any Executive
Agency (other than an agency within the Department of Defense (DoD), the Government
acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer
Software), only those rights in technical data and software customarily provided to the public as
defined in this Agreement. If acquired by or on behalf of any Executive Agency within the DoD,
the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial
computer software or commercial computer software documentation), only those rights in
technical data and software customarily provided in this Agreement. In addition, except under any
GSA schedule contract, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to
technical data acquired by DoD agencies. Any Federal Legislative or Judicial Agency shall obtain
only those rights in technical data and software customarily provided to the public as defined in
this Agreement. If any Federal Executive, Legislative, or Judicial Agency has a need for rights not
conveyed under the terms described in this Section 14.7, it must negotiate with Unravel to
determine if there are acceptable terms for transferring such rights, and a mutually acceptable
written addendum specifically conveying such rights must be included in any applicable contract
or agreement to be effective. This U.S. Government Rights clause in this Section 14.7 is in lieu of,
and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation
that addresses Government rights in computer software or technical data under this Agreement.
14.8 Waiver; Amendment. A party’s obligations under this Agreement can only be waived in a writing
signed by an authorized representative of the other party, which waiver will be effective only with
respect to the specific obligation described. The failure of a party to enforce any right or provision
in this Agreement will not constitute a waiver of such right or provision unless in writing. No
modification, change, or amendment of this Agreement will be binding upon the parties unless
both parties agree to the change in a writing signed by each party’s authorized representative.
14.9 Construction. Headings are for reference purposes only and in no way define, limit, construe or
describe the scope or extent of such section. As used in this Agreement, the word “including”
means “including but not limited to.”
14.10 Force Majeure. Each party’s obligations will be suspended to the extent and for the period of time
that such party is hindered or prevented from complying therewith because of labor disturbances
(including strikes and lockouts), acts of God, fires, storms, water, unreasonable delays in
transportation, governmental action or any other cause reasonably beyond such party’s control.
The party who has been so affected will promptly give notice to the other party and will use
commercially reasonable efforts to resume performance as soon as possible. The foregoing
provisions shall not apply to Customer’s obligation to pay any amounts to Unravel when due.
14.11 Compliance with Laws. Each party will comply with all federal, state, and local laws applicable to
the Software, Support and Services and their use, this Agreement, and the conduct of its
business. In no event will Unravel be responsible for providing, implementing, configuring, or
coding the Software in a manner that complies with any laws or regulatory requirements that
apply to Customer’s or its Clients’ business or industry, including without limitation, the Health
Insurance Portability and Accountability Act (HIPAA) (collectively “Customer Specific Laws”).
Customer agrees that it will comply with all such Customer Specific Laws and, regardless of
anything to the contrary, in no event will Unravel, its affiliates or related entities be held liable for
any claim or action arising from or related to Customer’s or its Clients’ failure to comply with any
Customer Specific Laws.
14.12 Entire Agreement. This Agreement, including any and all Order Schedules, exhibits and other
documents attached hereto or referred to herein (which are incorporated herein by this
reference), comprises the entire agreement between Customer and Unravel and supersedes all
prior or contemporaneous negotiations, discussions, or agreements, whether written or oral,
between the parties regarding its subject matter. In the event of a conflict between the terms of
this Agreement and the terms of any Order Schedule, or other exhibit hereto, such conflict will be
resolved in the following order: (a) any Order Schedule; (b) this Agreement, exclusive of any
exhibits; and (c) any exhibits. With the exception of an Order Schedule, any purchase order,
written terms or conditions, or other document that Customer sends to Unravel (whether prior to
execution of this Agreement or after the date hereof) that contains terms that are different from, in
conflict with, or in addition to the terms of this Agreement are hereby rejected by the other party,
and will be void and of no effect.