Access Services Agreement

This Access Services Agreement (this "Agreement") is by and between BlackBoiler, Inc., a Delaware corporation, with offices located at 23710 Schooler Plaza, Suite 2057, Brambleton, VA 20148 ("Provider") and the individual or entity that creates an account, clicks to accept this Agreement, installs or uses the Services, starts a trial, submits an order, or otherwise accesses the Services ("Customer"). This Agreement is effective as of the date Customer first accepts this Agreement or first accesses or uses the Services, whichever occurs first (the "Effective Date"). Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." WHEREAS Provider is in the business of offering online access to proprietary software, systems, and services useful for the efficient review, negotiation, and execution of commercial agreements (the "Services");

WHEREAS, Customer has purchased rights to access and use the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

(a) "Aggregated Statistics" means aggregated data and information related to Customer's use of the Services that is used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) "Authorized User(s)" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(c) "Customer Data" means information, data, and other content (other than Aggregated Statistics), in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User in connection with their use of the Services.

(d) "Documentation" means Provider's user manuals, handbooks, guides, and other similar end user guidance or information relating to the Services provided by Provider to Customer either electronically or in hard copy.

(e) "Order" means any pricing exhibit, order form, online checkout page, subscription plan, marketplace transaction, or other ordering process accepted by Customer or Provider that sets forth the scope of the Services, applicable fees, subscription term, Authorized Users, usage limits, or other commercial terms applicable to Customer's use of the Services.

(f) "Provider IP" means the Services, the Documentation, and any and all intellectual property received by Customer or any Authorized User in connection with the Services. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

(g) "Services" means the software-as-a-service offering described in the Recitals.

(h) "Third-Party Products" means any and all third-party products or services (e.g., Amazon Web Security) provided with, incorporated into, or used in connection with the Services.

2. Access and Use.

(a) Provision of Access. Subject to the terms and conditions of this Agreement and any applicable Order, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(h)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with this Agreement and the applicable Order. Such use is limited to Customer's business purposes. Customer shall have no rights to use the Services except as expressly permitted under this Agreement and any applicable Order. Provider shall provide to Customer or its Authorized Users the necessary passwords, access credentials, network links, or connections to allow Customer to access the Services.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(h)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii) of this Section 2(e), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

(f) Aggregated Statistics. Provider may collect, compile, and analyze Aggregated Statistics for the purpose of improving the security, quality, and functionality of the Services; provided that such Aggregated Statistics shall not identify Customer or effect disclosure of Customer's Confidential Information.

3. Customer Responsibilities.

(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized Users' use of the Services, and shall cause Authorized Users to comply with such provisions.

(b) Review of Outputs; No Legal Advice. Customer acknowledges and agrees that its use of the Services is not a substitute for and shall not take the place of review and analysis by a qualified lawyer. Customer further acknowledges and agrees that Provider will not have any responsibility or liability under this Agreement or otherwise in connection with any course of action (or inaction) in a particular instance taken by Customer in reliance upon the Services, any edits, redlines, comments, summaries, suggestions, analyses, output, materials or information provided by Provider, or combination of any materials or information provided by Provider with other materials or information (all of the foregoing circumstances, "Customer's Assumed Risks").

4. Updates and Support.

(a) Updates. Provider may make necessary deployments of changes, updates, or enhancements to the Services at any time. Provider shall use commercially reasonable efforts to provide written notice to Customer prior to implementation thereof.

(b) Technical Support. The access rights granted hereunder entitle Customer to the support services described in the BlackBoiler Customer Support and SLA.

5. Fees and Payment.

(a) Fees. Customer shall pay Provider the fees ("Fees") as set forth in various Pricing and Exhibits without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month, accruing daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Provider may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

(c) Microsoft Add-In and Chat Interface Payment Disclosures. Customer acknowledges and agrees that when Authorized Users utilize Provider's Microsoft Word Add-in or interact with conversational artificial intelligence interfaces within the Services (such as BlackBoiler Veris), financial transaction details and payment information must not, and will not, be transmitted or processed through such bot, chat, or conversational user interfaces. To maintain security, all billing, fee collections, and payment transactions are processed and received exclusively through a separate user interface linked to a secure purchase API powered by Stripe. Prior to executing transactions or using the Services, Customer and its Authorized Users are hereby notified of and consent to this external routing via Stripe, and may review Stripe's data handling protocols at https://stripe.com/privacy.

6. Confidential Information.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include Aggregated Statistics or information that, as demonstrated by clear and convincing documentary evidence, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with an order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice and the opportunity to obtain a protective order, to the other Party; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies of the disclosing Party's Confidential Information, whether in written, electronic, or other form or media, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, that with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Consistent with Section 10, this Section 6 supersedes all prior and contemporaneous understandings and agreements between the Parties regarding the exchange of Confidential Information.

7. Intellectual Property Ownership; Feedback.

(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer. Provider will not sell Customer Data. Provider may process Customer Data using third-party infrastructure, technology, and artificial intelligence services as necessary to provide, support, secure, maintain, improve, and operate the Services. Provider may use and retain Customer Data, including Customer-provided edits, redlines, playbook positions, rules, prompts, workflows, and related configurations, to configure, improve, support, and operate Customer's own use of the Services. Provider will not use Customer Data to train third-party foundation models except as expressly authorized by Customer or set forth in an applicable Order.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting, recommending, or requesting changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation as to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in or developed in connection with the Feedback, for any purpose whatsoever, although Provider is not required to and on any Feedback.

8. Warranty Disclaimer.

THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

9. Indemnification.

(a) Provider Indemnification.

(i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.

(ii) If such a claim is made or threatened, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or any component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or not authorized by Provider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D) Third-Party Products.

(b) Customer Indemnification.

(i) Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claim based on Customer's or any Authorized User's (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or not authorized by Provider in writing; or (D) modifications to the Services not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(ii) Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim arising from Customer's Assumed Risks ("Assumed Risk Claim"), provided that Customer may not settle any Assumed Risk Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Assumed Risk Claim or to participate in the defense thereof by counsel of its own choice.

(c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Limitations of Liability.

EXCEPT FOR CUSTOMER'S BREACH OF SECTION 2(c), EITHER PARTY'S BREACH OF SECTION 6, EITHER PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES. EXCEPT FOR CUSTOMER'S BREACH OF SECTION 2(c), EITHER PARTY'S BREACH OF SECTION 6, EITHER PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE SUM OF ALL AMOUNTS PAID AND PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination.

(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until the renewal date set forth in the Order (the "Initial Term"). This Agreement will automatically renew for additional successive terms that are equal in length to the Initial Term unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;

(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, nor shall Customer be entitled to any refund in connection therewith.

(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8, 9, 10 and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

12. Miscellaneous.

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and any related Orders, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices. Provider may provide notices to Customer by email to the email address associated with Customer's account through the Services, or by posting within the Services. Customer may provide notices to Provider at legal@blackboiler.com or by nationally recognized overnight courier or certified or registered mail to BlackBoiler, Inc., 23710 Schooler Plaza, Suite 2057, Ashburn, VA 20148, Attn: Legal. Notices are effective upon receipt, except that notices provided through the Services or by posting within the Services are effective when made available.

(c) No Press Release, Publicity. Throughout the Term, neither Party shall issue, make, or cause to be issued or made any press release or public statement with respect to or containing any mention of the other Party, the Services, or the existence or terms of this Agreement without the prior written approval of the other Party.

(d) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(e) Amendment and Modification; Waiver. Provider may update this Agreement from time to time by providing notice through the Services, by email, or by posting an updated version of this Agreement. Updated terms will become effective upon Customer's next renewal, next Order, or continued use of the Services after the effective date stated in the notice. Any amendment to a signed Order must be in writing and signed or otherwise accepted by both Parties. No waiver by any Party of any provision of this Agreement will be effective unless explicitly set forth in writing and signed by the Party so waiving.

(f) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(g) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

(h) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(i) Authority to Sign. If an individual accepts this Agreement or accesses or uses the Services on behalf of a company or other legal entity, such individual represents and warrants that they have authority to bind that entity to this Agreement. If such individual does not have such authority or does not agree to this Agreement, they may not accept this Agreement or access or use the Services.

(j) Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

(k) US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(l) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(m) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

This Agreement may be accepted electronically. No physical or electronic signature block is required for this Agreement to be binding. If the Parties execute a separate Order, signature page, or other written agreement, such execution is in addition to, and not a condition of, the effectiveness of this Agreement.