End User License Agreement

Current Version: February 24, 2025 10:13:49

This End User License Agreement (“EULA”) governs the use of AppSentinels Software (as defined below) and contains information about your legal rights, remedies and obligations, and is legally binding between you (hereafter referred to as “End User(s)”, “You”, or “Your”) and Appsentinels Inc (along with its Affiliates and subsidiaries) (“AppSentinels”). Together, You and AppSentinels are the “Parties” and individually as a “Party” as the context may require.

Your act of downloading, installing, registering, accessing, evaluating, or otherwise using AppSentinels Software constitutes Your acknowledgment and agreement to be bound by this EULA. If You do not accept all terms herein, then You must immediately stop using or accessing the Appsentinels Software. This is a legal, enforceable contract between You and AppSentinels, and by executing this EULA, and where no signature box is available, by clicking the “Log In” button to access the Software, or otherwise indicating Your consent to the EULA electronically or through access or use of the Software for the Subscription Term (and such time “Effective Date”), You expressly agree to be bound by this EULA. AppSentinels may amend this EULA from time to time, in which case the updated EULA will supersede prior versions. Your continued use of the Software following the posting of updated terms of this EULA means that You accept and agree to the changes.

This EULA governs Your use of AppSentinels Software, regardless of how it was acquired, including but not limited to acquisition through AppSentinels, or through any Third-Party Providers.

APPSENTINELS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE

1. DEFINITIONS

1. “Affiliate(s)” means any entity which controls, is controlled by or is under common control with one of the global Parties to this Agreement. For purposes of this definition, “control” will mean beneficial ownership (direct or indirect) of more than 50% of the shares of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority).
2. “AppSentinels Software” or “Software” means the proprietary monitoring, dashboards, reports, object code, analytical models, APIs (application program (or programming) interface), micro services, agents and related Documentation created or procured by AppSentinels including enhancements (Updates)).
3. “Authorized User(s)” means end users authorized by the End User within its own organization, or its Affiliates, or parent company and their representatives to use AppSentinels Software in accordance with the provisions of this EULA.
4. “Endpoint(s)” means physical or virtual device, laptop, mobile, desktops, computer systems and any other endpoints.
5. “Intellectual Property Right(s)” means copyright, patents, rights in inventions, know-how, trade secrets, trademarks, service marks, trade names, design rights, database rights, rights in data, moral rights, rights in computer software or any other form of intellectual property rights recognized in any jurisdiction whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent in future.
6. “Internal Use” means access or use solely for Your own internal information security purposes.  By way of example and not limitation, Internal Use does not include access or use: (i) for the benefit of any person or entity other than You, or (ii) in any event, for the development of any product or service.  Internal Use is limited to access and use by Authorised Users or Your Third-Party Providers for Your benefit.
7. “IP Claim(s)” means any claim brought against the End User or the Authorised User by any third party alleging that the use of the AppSentinels Software by the End User infringes any copyright, registered trademark, registered design right or registered patent in India or the USA or other relevant territories;
8. “Order” means a purchase order or document accepted by AppSentinels or a Third-Party Provider, specifying Software, quantities, pricing, payment terms, and Subscription Term.
9. “Subscription Term” means the period during which End User is authorized to use the Software, as defined in an Order.
10. “Third- Party Provider(s)” means any authorised individual or entity (other than a AppSentinels competitor) that: (i) has access or use of the Software: (a) under this EULA solely on behalf of and for End User’s Internal Use, or (b) under a separate valid agreement with AppSentinels, (ii) has an agreement to provide End User (or its Affiliates) services, and (iii) is subject to confidentiality obligations covering AppSentinels ’s Confidential Information. A non-exhaustive list of examples of Third-Party Providers includes managed services providers, reseller partners or distributors.
11. “Third- Party Services” means products, services or content developed or provided by Third Party Providers, including, but not limited to, third party applications complimentary to the Software, implementation services, managed services, training, technical support, or other consulting services related to, or in conjunction with, the Software.
12. “Update(s)” means any and/or fixes of minor errors and/or corrections or minor enhancements or other all error corrections, modifications, service packs, maintenance releases, minor releases, additions, modifications, patches, corrections and additions thereof which shall not adversely affect the material functionality of the AppSentinels Software.

2. PAYMENT AND ORDERS

1. Any Affiliate purchasing hereunder, or using or accessing Software hereunder, or benefiting from Your use of the Software, will be bound by and comply with all terms and conditions of this EULA. The End User signing this EULA will remain responsible for Your Affiliates’ acts and omissions unless Your Affiliate has entered into its own terms and conditions with AppSentinels.
2. Only those transaction-specific terms stating the Software ordered, quantity, price, payment terms, Subscription Term, and billing/provisioning contact information (and for the avoidance of doubt, specifically excluding any pre-printed terms on a End User or reseller purchase order) will have any force or effect unless a particular Order is executed by an authorized signer of AppSentinels and returned to End User (or the applicable reseller). If any such Order is so executed and delivered, then only those specific terms on the face of such Order that expressly identify those portions of this EULA that are to be superseded will prevail over any conflicting terms herein but only with respect to the Software on such Order. Orders are non-cancellable. Any Order through a reseller is subject to, and AppSentinels’ obligations and liabilities to End User are governed by, this EULA.
3. Payment and Taxes. End User will pay the fees for Software to a reseller or AppSentinels as set forth in the applicable Order. Unless otherwise expressly set forth on the Order, End User will pay the fees and amounts stated on each Order within 30 days or as mutually agreed between the Parties in writing, after receipt of the applicable invoice. Except as otherwise expressly provided in this EULA, all fees and other amounts are non-refundable. Fees are exclusive of any applicable sales, use, value-added, withholding, and other taxes, however designated. End User shall pay all such taxes levied or imposed by reason of End User’s purchase of the Software.

3. LICENSE GRANT

1. Limited License. Subject to Your payment of the applicable fees and this EULA, AppSentinels hereby grants You a limited, non-exclusive, non-sublicensable, non-transferable and   a revocable subscription license to use and access the AppSentinels Software solely for Internal Use for the Subscription Term. This right is valid for the Subscription Term and Evaluation Period.
2. Trial License. If AppSentinels Software is provided to the End User for internal testing (“Evaluation”), the license granted will be for a limited number of days from when the AppSentinels Software is provided, unless AppSentinels states otherwise in writing (“Evaluation Period”). This license is intended only for the duration of such permitted Evaluation. Notwithstanding any other section of this EULA, the license will automatically end when the Evaluation Period expires, or earlier if the End User breaches any provision of this EULA, with consequences to termination coming into effect. AppSentinels may extend or terminate the Evaluation Period in writing at its sole discretion. For Evaluation license usage, sections related to representations & warranties, and indemnity shall not apply.

4. RESTRICTIONS TO USE

1. License Restrictions. Except as expressly permitted under this EULA or otherwise consented in writing by AppSentinels, the rights granted to You are subject to the following restrictions, You agree not to and shall not permit or cause any third party, or any Authorized User, to: (i) modify, alter, translate, or disclose AppSentinels Software (or any components thereof) or any related documentation; (ii) license, sublicense, distribute, lease, rent, resell, lend, or transfer the AppSentinels Software to any third party or permit any third party to benefit from the use or functionality of the AppSentinels Software via timesharing, service bureau arrangements or otherwise; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the AppSentinels Software or work around any technical limitations in the AppSentinels Software; (vi) use the AppSentinels Software beyond the scope of license provided herein; (vii) attempt to gain unauthorized access to the AppSentinels Software or their related systems or networks or to another user account; (viii) copy, frame or mirror any part or content of the AppSentinels Software; (ix) access or use the AppSentinels Software to build a competitive product or service, or copy any features or functions of the AppSentinels Software that is to AppSentinels’ s commercial disadvantage; (xi) use the AppSentinels Software to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (x) remove any disclaimer, copyright, trademark, confidentiality, or other legal notice from the AppSentinels Software or any portion thereof (or any associated documentation or materials); (xi) use the AppSentinels Software for benchmarking or comparative or competitive analyses.

5. ADDITIONAL TERMS FOR SOFTWARE

1. Any modifications made by the End User shall be deemed to belong to AppSentinels. Furthermore, all derivative works based on the AppSentinels Software shall be the exclusive property of AppSentinels. Any feedback or suggestions that End User provides to AppSentinels regarding its Software is non-confidential and may be used by AppSentinels for any purpose without acknowledgement or compensation, provided End User will not be identified publicly as the source of the feedback or suggestion.
2. You assume sole responsibility and liability for: (i) the establishment of appropriate security measures to control access to the licensed Software, including for Endpoints; (ii) Your selection, use, access, cost or implementation of any third party item, regardless of how You acquire or obtain access to the third party item, or whether any such third party items are required in order to use all or any part of, or operate in conjunction with, the AppSentinels Software; and (iii) informing its Authorized Users of any functions to be performed on their devices. AppSentinels may, without any liability to You or any Authorized User, modify, suspend, discontinue or place limits on the AppSentinels Software or any part thereof, including: (i) periodically suspending use of and/or access thereto, or otherwise taking it out of operation in order to do maintenance and support of Software; (ii) if End User’s or its Authorized Users’ use of and/or access to the Software or any part thereof poses a security or other risk to the software or service or any third party or adversely impacts the software or service; (iii) if required by law or regulation or in AppSentinels’ s opinion it is or may be subject to liability as a result of operating the Software or any part thereof; or (iv) if End User and/or an Authorized User is in breach of the EULA; and (k) End Users and its Authorized Users shall comply with all applicable laws, ordinances, codes, regulations and policies applicable to End User’s receipt or use of and/or access to the Software. AppSentinels will have no liability for any failure or interruption due to End User’s and/or Authorised User’s Endpoints or for any security breach, loss of data, or similar event related to Your Infrastructure or for reasons attributable to You.

6. THIRD PARTY PROVIDERS

1. Third Party Providers are subject to the terms and conditions in the EULA while they are using the Software on behalf of End User, and End User remains responsible for their acts and omissions during such time. AppSentinels is not responsible or liable for any loss, costs or damages arising out of Third-Party Provider’s actions or inactions in any manner, including but not limited to, for any disclosure, transfer, modification or deletion of End User data. Whether or not a Third Party Provider is designated by AppSentinels as, or otherwise claims to be “certified,” “authorized,” or similarly labeled, AppSentinels does not: (i) control, monitor, maintain or provide support for, Third Party Services, (ii) disclaims all warranties of any kind, indemnities, obligations, and other liabilities in connection with the Third Party Services, and any Third Party Provider interface or integration with the Software, and (iii) cannot guarantee the continued availability of Third Party Services and related features. If Third Party Services and related features are no longer available for any reason, AppSentinels is not obligated to provide any refund, credit, or other compensation for, or related to, the Software.

7. SUPPORT AND MAINTENANCE.

Any support services acquired by End User, including as part of an AppSentinels Software subscription, are provided subject to (i) this EULA; (ii) the SLA and Support Terms (on the website as may be made available by AppSentinels from time to time), as may be amended by AppSentinels and which is incorporated herein by this reference; and (iii) Your payment of all applicable fees for the requisite Subscription Term and number and type of licenses acquired by You pursuant to a fulfilled Order.

8. PRIVACY POLICY AND CONSENT TO PROCESS PERSONAL DATA.

AppSentinels is dedicated to ensuring Your personal information remains secure and private. By using AppSentinels Software and its services, Your data may be collected, processed, stored, or shared. AppSentinels and its partners will treat your information in line with the privacy notice. Each Party shall be individually responsible for complying with its respective obligations under applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), the Indian Digital Personal Data Protection Act, 2023 (“DPDP Act”), and any other relevant data protection laws and regulations that may apply to its business operations.

9. REPRESENTATION AND WARRANTIES

1. Limited Warranty. AppSentinels warrants to End User that, for a period of ninety (90) days (“Warranty Period”) following AppSentinels Software license activation for the End User, the AppSentinels Software will substantially conform to AppSentinels’ published documentation for the AppSentinels Software, if properly used in accordance with the documentation, the AppSentinels Software is not capable of performing material functions then AppSentinels shall make reasonable efforts to correct or provide a workaround for such problem (which fix or workaround may be provided to End User at AppSentinels ’s reasonable discretion in one of a variety of forms). Any nonconformity will be reported to AppSentinels within the Warranty Period in a form and with supporting information reasonably requested by AppSentinels to enable it to verify, diagnose and correct the nonconformity. This Section states End User’s sole and exclusive remedy, and AppSentinels’ sole and exclusive liability, for any breach of warranty by AppSentinels with respect to the AppSentinels Software.
2. The warranties set forth above shall not apply to any AppSentinels Software that has been modified, repaired or altered, except by or as authorized by AppSentinels, or has not been maintained in accordance with any handling or operating instructions supplied by AppSentinels.
3. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION, APPSENTINELS DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO APPSENTINELS SOFTWARE, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), NON-INFRINGEMENT OR CONDITION OF TITLE. END USER ON BEHALF OF ITSELF AND ITS AUTHORISED USERS ACKNOWLEDGES THAT THE AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE APPSENTINELS SOFTWARE, AND FOR ANY RELIANCE THEREON AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, END USER AND AUTHORISED USERS WAIVE ANY AND ALL CAUSES OF ACTION OR CLAIMS AGAINST APPSENTINELS ARISING THEREFROM OR RELATING THERETO. APPSENTINELS CANNOT AND DOES NOT WARRANT THE RESULTS THAT MAY BE OBTAINED BY THE USE OF THE APPSENTINELS SOFTWARE. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF ANY EXPRESS WARRANTY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

10. INTELLECTUAL PROPERTY RIGHTS

1. Except as expressly stated in this Agreement, no Intellectual Property Right of either Party are transferred or licensed as a result of this Agreement.
2. The AppSentinels Software and all the Intellectual Property Rights therein are and will remain the sole and exclusive property of AppSentinels, whether the AppSentinels Software is separate from or combined with any other products.
3. You shall not remove, alter or obscure any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the AppSentinels Software. You shall not attempt to circumvent or disable any license management or protection mechanisms in the AppSentinels Software.
4. Except for the limited rights provided to You through this Agreement, AppSentinels reserves the right, from time to time, and without obligation or liability to You, to: (i) change, modify, Update the AppSentinels Software with no notice; (ii) change or terminate the level or type of maintenance and support that AppSentinels makes available for the AppSentinels Software.

11. INDEMNITY

1. By AppSentinels. AppSentinels shall defend, or at its option settle, any claim brought against Customer and/or its directors, officers and Authorized Users any IP Claims, and shall pay any damages finally awarded, to such third party by a court of competent jurisdiction or that is agreed to in a settlement by AppSentinels to the extent the AppSentinels Software is the basis of such IP claim. This indemnification is conditional upon You giving AppSentinels prompt written notice of any such IP claim and permitting AppSentinels to have sole control of the defense or settlement. AppSentinels shall not settle the IP claim in a manner that requires You to admit any liability. You shall provide AppSentinels all reasonable information and assistance in connection with any such IP claim.  If such a IP claim occurs, or if in AppSentinels’ s opinion is likely to occur, AppSentinels in its sole discretion may: (i) procure the right for You to continue to use the applicable AppSentinels Software; or (ii) modify or replace the applicable AppSentinels Software or infringing portion(s); or, if neither (i) nor (ii) is available or commercially practicable, (iii) terminate Your license to the affected portion of the AppSentinels Software and refund or credit a portion of the license fees paid by You on a pro rata basis corresponding with the remaining portion of the subscription period.  AppSentinels shall have no obligations or liability under this subsection to the extent that any claim is based upon or arises out of: (i) any modification or alteration to the applicable AppSentinels Software not made by or on behalf of AppSentinels; (ii) any combination or use of the applicable AppSentinels Software with equipment, software, services, products or systems not provided by AppSentinels; (iii) Your continued use of allegedly infringing AppSentinels Software after being notified; (iv) Your failure to use software Updates made available by AppSentinels; or (v) use of the AppSentinels Software other than in accordance with the applicable documentation or outside the scope of the license granted under this EULA.  The remedies set forth in this subsection constitute Your sole and exclusive remedies, and AppSentinels’ s entire liability, with respect to IP Claims.
2. By End User. You shall indemnify, hold harmless, and if requested by AppSentinels, defend, AppSentinels and its Affiliates and their successors and assigns and their respective directors, officers, employees, independent contractors and agents from and against any and all claims, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) arising out of or in connection with any breach of this EULA by End Users or an Authorized User. AppSentinels shall give You prompt written notice of any claim or proceeding. If AppSentinels has requested You to defend a claim or proceeding: (i) AppSentinels may at its option and expense participate in its defense or settlement; (ii) You shall not settle it in a manner that requires AppSentinels or any of its Affiliates to admit any liability; and (iii) if AppSentinels later has a reasonable basis to believe that You cannot or may not be able to fulfill its obligations under this subsection, then, without limiting Your obligations hereunder, AppSentinels shall be entitled to provide You with notice of its decision to defend the claim or proceeding, and thereafter to assume control of its defense and/or settlement.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL APPSENTINELS BE LIABLE FOR: (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES; (II) LOST PROFITS, REVENUE OR EARNINGS, LOST OR CORRUPTED DATA, DELAYS OR FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS AND COST OF SUBSTITUTE SOFTWARE OR SERVICES; AND (III) DAMAGES RELATED TO OR ARISING OUT OF ANY THIRD PARTY ITEMS; (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF APPSENTINELS EXCEED THE AMOUNTS RECEIVED BY APPSENTINELS FROM END USER FOR THE PORTION OF THE APPSENTINELS SOFTWARE, WHICH IS THE SUBJECT MATTER OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO THE LIABILITY; AND (c) THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (I) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER THEORY OF LIABILITY; (II) WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR POSSIBILITY HAS BEEN DISCLOSED TO APPSENTINELS; AND (III) TO APPSENTINELS, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS, SUCCESSORS AND ASSIGNS.

• For End Users outside the U. S. Some countries, states and provinces, including member states of the European Economic Area, do not allow certain exclusions or limitations of liability, therefore, the exclusions or limitation of liabilities and disclaimers of warranties in this EULA may not fully apply to End User if the laws directly applicable to AppSentinels in the performance under this EULA do not allow such terms.

13. TERMINATION

1. This EULA shall remain effective until termination in accordance with this Section or as otherwise specified herein. AppSentinels may immediately suspend Your access to, or use of, the Software if: (i) AppSentinels believes that there is a significant threat to the security, integrity, functionality, or availability of the Software or any content, data, or applications in the Software; (ii) End Users or Authorised Users are in breach of Section (Restrictions); or (iii) You fail to pay AppSentinels or Third Party Providers when undisputed fees are due; provided, however, AppSentinels will use commercially reasonable efforts under the circumstances to provide End User with notice and, if applicable, an opportunity to remedy such violation prior to any such suspension. Either Party may terminate this EULA upon 30 days’ written notice of a material breach by the other Party, unless the breach is cured within the 30-day notice period.
2. Upon expiry or termination of either this EULA or the provision of the Software to You (which, for clarity, shall terminate this EULA) for any reason: (i) all licenses and rights provided to You under this EULA shall immediately terminate and You shall not be entitled to any refund; (ii) You and Your Authorized Users shall immediately cease all use of and/or access to the Software and delete and/or destroy all copies of Software that are in the possession or control of You or Your Authorized Users and, on AppSentinels' s request, confirm the same in writing signed by Your officer; (iii) AppSentinels shall have the right to block any use of and/or access to the Software, and/or delete any files, programs, data and e-mail messages associated with any account of the End User or an Authorized User, without notice to You or the Authorized User; (iv) AppSentinels may retain End User data pursuant to the terms of this EULA, or for so long as may be required to comply with any law or regulation applicable to AppSentinels or any court, regulatory agency or authority to which AppSentinels is subject; and, (v) You shall remain liable for all amounts due and shall pay all such fees immediately upon expiration or termination of this EULA. Where only a portion of the Software expires or is terminated, the foregoing subsections (i) – (v) shall be limited to such portion and the EULA continues for the remaining portion(s).

14. GENERAL

1. Entire Agreement. Unless You have another valid agreement with AppSentinels for the use of this Software, this EULA, along with the non-disclosure agreement and the license subscription and services agreement, shall constitute the entire agreement between End User and AppSentinels concerning the Software.  It is expressly agreed that as between You and AppSentinels regarding the Software, this EULA shall supersede any other terms End User has on its procurement internet portal, purchase order or any other agreement with any reseller or service provider. AppSentinels is not obligated under Third Party Providers’, or any reseller’s, prime contractor’s or other service provider’s agreement with You unless an authorized signatory of AppSentinels executes the agreement. This EULA shall not be construed for or against any Party to this EULA because that Party or that Party’s legal representative drafted any of its provisions.
2. Any claim, dispute or controversy among the Parties arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof (including whether the claims asserted are arbitrable), which cannot be satisfactorily settled by the Parties, will be referred to and finally and exclusively determined by binding arbitration (“Arbitration”) upon the written request of any Party. The Arbitration will be administered by JAMS in accordance with the JAMS International Arbitration Rules (the “Rules”), without resort to its conflicts of laws rules. The Arbitration will be conducted by a sole arbitrator selected in accordance with the Rules. The place of the Arbitration will be Boston, Massachusetts.  The Arbitration will be conducted in English.  The Arbitration award will be final and binding upon the Parties, and judgment upon such award may be entered in any court having jurisdiction thereof. The arbitrator’s award may include compensatory damages against either Party but under no circumstances will the arbitrator be authorized to nor will the arbitrator award punitive damages against either Party.
3. Injunctive Relief. Notwithstanding anything to the contrary, the Parties agree that End User's or any of its Authorized Users' breach of certain terms of this EULA may cause irreparable harm to AppSentinels for which damages shall be an inadequate remedy and AppSentinels may therefore seek injunctive or equitable relief in any court of competent jurisdiction without the requirement of posting a bond, in addition to all other remedies available to it.
4. Third Party Beneficiaries. The provisions of this EULA are for the benefit of End User and AppSentinels and not for any other person or entity, whether under statute or otherwise, except for AppSentinels’ s Affiliates and suppliers or partners of AppSentinels and its Affiliates.
5. All notices, consents, requests, demands and other communications hereunder shall be in writing and be in in English language and shall be deemed to have been duly given or delivered if delivered personally or mailed by registered or certified mail, return receipt requested, with first class postage to the Parties at the address noted on the cover page of this Agreement or to such other address as any such Party shall have informed the other in writing. If notice is so mailed, it shall be deemed delivered three days after mailing.

Notice to AppSentinels at: legal@appsentinels.ai

1. Governing Law and Jurisdiction. The validity, interpretation or performance of this Agreement shall be governed by, and construed in accordance with the laws of the State of Massachusetts in the USA without regard to conflicts of law principles thereof or to the UN convention on the international sale of goods. Each of the Parties hereto hereby consents to the jurisdiction of the courts located in Massachusetts for the resolution of any disputes that arise hereunder. Notwithstanding the foregoing, each Party reserves the right to file a suit or action in any court of competent jurisdiction as such Party deems necessary to protect its intellectual property rights and, in AppSentinels case, to recoup any payments due.
2. In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable, then the invalid, illegal, or unenforceable provision shall be replaced by a revised provision, which, being valid, legal, and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal, or unenforceable provision, and the remainder of this Agreement will remain binding and in full force and effect.

Version 2: May 07, 2024 12:14:05

 

This End User License Agreement (“EULA”) governs the use of AppSentinels Software (as defined below) and contains information about your legal rights, remedies and obligations, and is legally binding between you (hereafter referred to as “End User(s)”, “You”, or “Your”) and Appsentinels Inc (along with its Affiliates and subsidiaries) (“AppSentinels”). Together, You and AppSentinels are the “Parties” and individually as a “Party” as the context may require.

This EULA governs Your use of AppSentinels Software, regardless of how it was acquired, including but not limited to acquisition through AppSentinels, or through any Third-Party Providers.

APPSENTINELS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE

DEFINITIONS

• “Affiliate(s)” means any entity which controls, is controlled by or is under common control with one of the global Parties to this Agreement. For purposes of this definition, “control” will mean beneficial ownership (direct or indirect) of more than 50% of the shares of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority).
• “AppSentinels Software” or “Software” means the proprietary monitoring, dashboards, reports, object code, analytical models, APIs (application program (or programming) interface), micro services, agents and related Documentation created or procured by AppSentinels including enhancements (Updates)).
• “Authorized User(s)” means end users authorized by the End User within its own organization, or its Affiliates, or parent company and their representatives to use AppSentinels Software in accordance with the provisions of this EULA.
• “Endpoint(s)” means physical or virtual device, laptop, mobile, desktops, computer systems and any other endpoints.
• “Intellectual Property Right(s)” means copyright, patents, rights in inventions, know-how, trade secrets, trademarks, service marks, trade names, design rights, database rights, rights in data, moral rights, rights in computer software or any other form of intellectual property rights recognized in any jurisdiction whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent in future.
• “Internal Use” means access or use solely for Your own internal information security purposes.  By way of example and not limitation, Internal Use does not include access or use: (i) for the benefit of any person or entity other than You, or (ii) in any event, for the development of any product or service.  Internal Use is limited to access and use by Authorised Users or Your Third-Party Providers for Your benefit.
• “IP Claim(s)” means any claim brought against the End User or the Authorised User by any third party alleging that the use of the AppSentinels Software by the End User infringes any copyright, registered trademark, registered design right or registered patent in India or the USA or other relevant territories;
• “Order” means a purchase order or document accepted by AppSentinels or a Third-Party Provider, specifying Software, quantities, pricing, payment terms, and Subscription Term.
• “Subscription Term” means the period during which End User is authorized to use the Software, as defined in an Order.
• “Third- Party Provider(s)” means any authorised individual or entity (other than a AppSentinels competitor) that: (i) has access or use of the Software: (a) under this EULA solely on behalf of and for End User’s Internal Use, or (b) under a separate valid agreement with AppSentinels, (ii) has an agreement to provide End User (or its Affiliates) services, and (iii) is subject to confidentiality obligations covering AppSentinels ’s Confidential Information. A non-exhaustive list of examples of Third-Party Providers includes managed services providers, reseller partners or distributors.
• “Third- Party Services” means products, services or content developed or provided by Third Party Providers, including, but not limited to, third party applications complimentary to the Software, implementation services, managed services, training, technical support, or other consulting services related to, or in conjunction with, the Software.
• “Update(s)” means any and/or fixes of minor errors and/or corrections or minor enhancements or other all error corrections, modifications, service packs, maintenance releases, minor releases, additions, modifications, patches, corrections and additions thereof which shall not adversely affect the material functionality of the AppSentinels Software.

PAYMENT AND ORDERS

• Any Affiliate purchasing hereunder, or using or accessing Software hereunder, or benefiting from Your use of the Software, will be bound by and comply with all terms and conditions of this EULA. The End User signing this EULA will remain responsible for Your Affiliates’ acts and omissions unless Your Affiliate has entered into its own terms and conditions with AppSentinels.
• Only those transaction-specific terms stating the Software ordered, quantity, price, payment terms, Subscription Term, and billing/provisioning contact information (and for the avoidance of doubt, specifically excluding any pre-printed terms on a End User or reseller purchase order) will have any force or effect unless a particular Order is executed by an authorized signer of AppSentinels and returned to End User (or the applicable reseller). If any such Order is so executed and delivered, then only those specific terms on the face of such Order that expressly identify those portions of this EULA that are to be superseded will prevail over any conflicting terms herein but only with respect to the Software on such Order. Orders are non-cancellable. Any Order through a reseller is subject to, and AppSentinels’ obligations and liabilities to End User are governed by, this EULA.
• Payment and Taxes. End User will pay the fees for Software to a reseller or AppSentinels as set forth in the applicable Order. Unless otherwise expressly set forth on the Order, End User will pay the fees and amounts stated on each Order within 30 days or as mutually agreed between the Parties in writing, after receipt of the applicable invoice. Except as otherwise expressly provided in this EULA, all fees and other amounts are non-refundable. Fees are exclusive of any applicable sales, use, value-added, withholding, and other taxes, however designated. End User shall pay all such taxes levied or imposed by reason of End User’s purchase of the Software.

LICENSE GRANT

• Limited License. Subject to Your payment of the applicable fees and this EULA, AppSentinels hereby grants You a limited, non-exclusive, non-sublicensable, non-transferable and   a revocable subscription license to use and access the AppSentinels Software solely for Internal Use for the Subscription Term. This right is valid for the Subscription Term and Evaluation Period.
• Trial License. If AppSentinels Software is provided to the End User for internal testing (“Evaluation”), the license granted will be for a limited number of days from when the AppSentinels Software is provided, unless AppSentinels states otherwise in writing (“Evaluation Period”). This license is intended only for the duration of such permitted Evaluation. Notwithstanding any other section of this EULA, the license will automatically end when the Evaluation Period expires, or earlier if the End User breaches any provision of this EULA, with consequences to termination coming into effect. AppSentinels may extend or terminate the Evaluation Period in writing at its sole discretion. For Evaluation license usage, sections related to representations & warranties, and indemnity shall not apply.

RESTRICTIONS TO USE

• License Restrictions. Except as expressly permitted under this EULA or otherwise consented in writing by AppSentinels, the rights granted to You are subject to the following restrictions, You agree not to and shall not permit or cause any third party, or any Authorized User, to: (i) modify, alter, translate, or disclose AppSentinels Software (or any components thereof) or any related documentation; (ii) license, sublicense, distribute, lease, rent, resell, lend, or transfer the AppSentinels Software to any third party or permit any third party to benefit from the use or functionality of the AppSentinels Software via timesharing, service bureau arrangements or otherwise; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the AppSentinels Software or work around any technical limitations in the AppSentinels Software; (vi) use the AppSentinels Software beyond the scope of license provided herein; (vii) attempt to gain unauthorized access to the AppSentinels Software or their related systems or networks or to another user account; (viii) copy, frame or mirror any part or content of the AppSentinels Software; (ix) access or use the AppSentinels Software to build a competitive product or service, or copy any features or functions of the AppSentinels Software that is to AppSentinels’ s commercial disadvantage; (xi) use the AppSentinels Software to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (x) remove any disclaimer, copyright, trademark, confidentiality, or other legal notice from the AppSentinels Software or any portion thereof (or any associated documentation or materials); (xi) use the AppSentinels Software for benchmarking or comparative or competitive analyses.

ADDITIONAL TERMS FOR SOFTWARE

• Any modifications made by the End User shall be deemed to belong to AppSentinels. Furthermore, all derivative works based on the AppSentinels Software shall be the exclusive property of AppSentinels. Any feedback or suggestions that End User provides to AppSentinels regarding its Software is non-confidential and may be used by AppSentinels for any purpose without acknowledgement or compensation, provided End User will not be identified publicly as the source of the feedback or suggestion.
• You assume sole responsibility and liability for: (i) the establishment of appropriate security measures to control access to the licensed Software, including for Endpoints; (ii) Your selection, use, access, cost or implementation of any third party item, regardless of how You acquire or obtain access to the third party item, or whether any such third party items are required in order to use all or any part of, or operate in conjunction with, the AppSentinels Software; and (iii) informing its Authorized Users of any functions to be performed on their devices. AppSentinels may, without any liability to You or any Authorized User, modify, suspend, discontinue or place limits on the AppSentinels Software or any part thereof, including: (i) periodically suspending use of and/or access thereto, or otherwise taking it out of operation in order to do maintenance and support of Software; (ii) if End User’s or its Authorized Users’ use of and/or access to the Software or any part thereof poses a security or other risk to the software or service or any third party or adversely impacts the software or service; (iii) if required by law or regulation or in AppSentinels’ s opinion it is or may be subject to liability as a result of operating the Software or any part thereof; or (iv) if End User and/or an Authorized User is in breach of the EULA; and (k) End Users and its Authorized Users shall comply with all applicable laws, ordinances, codes, regulations and policies applicable to End User’s receipt or use of and/or access to the Software. AppSentinels will have no liability for any failure or interruption due to End User’s and/or Authorised User’s Endpoints or for any security breach, loss of data, or similar event related to Your Infrastructure or for reasons attributable to You.

THIRD PARTY PROVIDERS

• Third Party Providers are subject to the terms and conditions in the EULA while they are using the Software on behalf of End User, and End User remains responsible for their acts and omissions during such time. AppSentinels is not responsible or liable for any loss, costs or damages arising out of Third-Party Provider’s actions or inactions in any manner, including but not limited to, for any disclosure, transfer, modification or deletion of End User data. Whether or not a Third Party Provider is designated by AppSentinels as, or otherwise claims to be “certified,” “authorized,” or similarly labeled, AppSentinels does not: (i) control, monitor, maintain or provide support for, Third Party Services, (ii) disclaims all warranties of any kind, indemnities, obligations, and other liabilities in connection with the Third Party Services, and any Third Party Provider interface or integration with the Software, and (iii) cannot guarantee the continued availability of Third Party Services and related features. If Third Party Services and related features are no longer available for any reason, AppSentinels is not obligated to provide any refund, credit, or other compensation for, or related to, the Software.

SUPPORT AND MAINTENANCE.

            Any support services acquired by End User, including as part of an AppSentinels Software subscription, are provided subject to (i) this EULA; (ii) the SLA and Support Terms (on the website as may be made available by AppSentinels from time to time), as may be amended by AppSentinels and which is incorporated herein by this reference; and (iii) Your payment of all applicable fees for the requisite Subscription Term and number and type of licenses acquired by You pursuant to a fulfilled Order.

PRIVACY POLICY AND CONSENT TO PROCESS PERSONAL DATA.

AppSentinels is dedicated to ensuring Your personal information remains secure and private. By using AppSentinels Software and its services, Your data may be collected, processed, stored, or shared. AppSentinels and its partners will treat your information in line with the privacy notice. Each Party shall be individually responsible for complying with its respective obligations under applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), the Indian Digital Personal Data Protection Act, 2023 (“DPDP Act”), and any other relevant data protection laws and regulations that may apply to its business operations.

REPRESENTATION AND WARRANTIES

• Limited Warranty. AppSentinels warrants to End User that, for a period of ninety (90) days (“Warranty Period”) following AppSentinels Software license activation for the End User, the AppSentinels Software will substantially conform to AppSentinels’ published documentation for the AppSentinels Software, if properly used in accordance with the documentation, the AppSentinels Software is not capable of performing material functions then AppSentinels shall make reasonable efforts to correct or provide a workaround for such problem (which fix or workaround may be provided to End User at AppSentinels ’s reasonable discretion in one of a variety of forms). Any nonconformity will be reported to AppSentinels within the Warranty Period in a form and with supporting information reasonably requested by AppSentinels to enable it to verify, diagnose and correct the nonconformity. This Section states End User’s sole and exclusive remedy, and AppSentinels’ sole and exclusive liability, for any breach of warranty by AppSentinels with respect to the AppSentinels Software.
• The warranties set forth above shall not apply to any AppSentinels Software that has been modified, repaired or altered, except by or as authorized by AppSentinels, or has not been maintained in accordance with any handling or operating instructions supplied by AppSentinels.
• EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION, APPSENTINELS DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO APPSENTINELS SOFTWARE, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), NON-INFRINGEMENT OR CONDITION OF TITLE. END USER ON BEHALF OF ITSELF AND ITS AUTHORISED USERS ACKNOWLEDGES THAT THE AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE APPSENTINELS SOFTWARE, AND FOR ANY RELIANCE THEREON AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, END USER AND AUTHORISED USERS WAIVE ANY AND ALL CAUSES OF ACTION OR CLAIMS AGAINST APPSENTINELS ARISING THEREFROM OR RELATING THERETO. APPSENTINELS CANNOT AND DOES NOT WARRANT THE RESULTS THAT MAY BE OBTAINED BY THE USE OF THE APPSENTINELS SOFTWARE. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF ANY EXPRESS WARRANTY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

INTELLECTUAL PROPERTY RIGHTS

• Except as expressly stated in this Agreement, no Intellectual Property Right of either Party are transferred or licensed as a result of this Agreement.
• The AppSentinels Software and all the Intellectual Property Rights therein are and will remain the sole and exclusive property of AppSentinels, whether the AppSentinels Software is separate from or combined with any other products.
• You shall not remove, alter or obscure any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the AppSentinels Software. You shall not attempt to circumvent or disable any license management or protection mechanisms in the AppSentinels Software.
• Except for the limited rights provided to You through this Agreement, AppSentinels reserves the right, from time to time, and without obligation or liability to You, to: (i) change, modify, Update the AppSentinels Software with no notice; (ii) change or terminate the level or type of maintenance and support that AppSentinels makes available for the AppSentinels Software.

INDEMNITY

• By AppSentinels. AppSentinels shall defend, or at its option settle, any claim brought against Customer and/or its directors, officers and Authorized Users any IP Claims, and shall pay any damages finally awarded, to such third party by a court of competent jurisdiction or that is agreed to in a settlement by AppSentinels to the extent the AppSentinels Software is the basis of such IP claim. This indemnification is conditional upon You giving AppSentinels prompt written notice of any such IP claim and permitting AppSentinels to have sole control of the defense or settlement. AppSentinels shall not settle the IP claim in a manner that requires You to admit any liability. You shall provide AppSentinels all reasonable information and assistance in connection with any such IP claim.  If such a IP claim occurs, or if in AppSentinels’ s opinion is likely to occur, AppSentinels in its sole discretion may: (i) procure the right for You to continue to use the applicable AppSentinels Software; or (ii) modify or replace the applicable AppSentinels Software or infringing portion(s); or, if neither (i) nor (ii) is available or commercially practicable, (iii) terminate Your license to the affected portion of the AppSentinels Software and refund or credit a portion of the license fees paid by You on a pro rata basis corresponding with the remaining portion of the subscription period.  AppSentinels shall have no obligations or liability under this subsection to the extent that any claim is based upon or arises out of: (i) any modification or alteration to the applicable AppSentinels Software not made by or on behalf of AppSentinels; (ii) any combination or use of the applicable AppSentinels Software with equipment, software, services, products or systems not provided by AppSentinels; (iii) Your continued use of allegedly infringing AppSentinels Software after being notified; (iv) Your failure to use software Updates made available by AppSentinels; or (v) use of the AppSentinels Software other than in accordance with the applicable documentation or outside the scope of the license granted under this EULA.  The remedies set forth in this subsection constitute Your sole and exclusive remedies, and AppSentinels’ s entire liability, with respect to IP Claims.
• By End User. You shall indemnify, hold harmless, and if requested by AppSentinels, defend, AppSentinels and its Affiliates and their successors and assigns and their respective directors, officers, employees, independent contractors and agents from and against any and all claims, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) arising out of or in connection with any breach of this EULA by End Users or an Authorized User. AppSentinels shall give You prompt written notice of any claim or proceeding. If AppSentinels has requested You to defend a claim or proceeding: (i) AppSentinels may at its option and expense participate in its defense or settlement; (ii) You shall not settle it in a manner that requires AppSentinels or any of its Affiliates to admit any liability; and (iii) if AppSentinels later has a reasonable basis to believe that You cannot or may not be able to fulfill its obligations under this subsection, then, without limiting Your obligations hereunder, AppSentinels shall be entitled to provide You with notice of its decision to defend the claim or proceeding, and thereafter to assume control of its defense and/or settlement.

LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL APPSENTINELS BE LIABLE FOR: (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES; (II) LOST PROFITS, REVENUE OR EARNINGS, LOST OR CORRUPTED DATA, DELAYS OR FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS AND COST OF SUBSTITUTE SOFTWARE OR SERVICES; AND (III) DAMAGES RELATED TO OR ARISING OUT OF ANY THIRD PARTY ITEMS; (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF APPSENTINELS EXCEED THE AMOUNTS RECEIVED BY APPSENTINELS FROM END USER FOR THE PORTION OF THE APPSENTINELS SOFTWARE, WHICH IS THE SUBJECT MATTER OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO THE LIABILITY; AND (c) THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (I) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY OR ANY OTHER THEORY OF LIABILITY; (II) WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR POSSIBILITY HAS BEEN DISCLOSED TO APPSENTINELS; AND (III) TO APPSENTINELS, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS, SUCCESSORS AND ASSIGNS.

• For End Users outside the U. S. Some countries, states and provinces, including member states of the European Economic Area, do not allow certain exclusions or limitations of liability, therefore, the exclusions or limitation of liabilities and disclaimers of warranties in this EULA may not fully apply to End User if the laws directly applicable to AppSentinels in the performance under this EULA do not allow such terms.

TERMINATION

• This EULA shall remain effective until termination in accordance with this Section or as otherwise specified herein. AppSentinels may immediately suspend Your access to, or use of, the Software if: (i) AppSentinels believes that there is a significant threat to the security, integrity, functionality, or availability of the Software or any content, data, or applications in the Software; (ii) End Users or Authorised Users are in breach of Section (Restrictions); or (iii) You fail to pay AppSentinels or Third Party Providers when undisputed fees are due; provided, however, AppSentinels will use commercially reasonable efforts under the circumstances to provide End User with notice and, if applicable, an opportunity to remedy such violation prior to any such suspension. Either Party may terminate this EULA upon 30 days’ written notice of a material breach by the other Party, unless the breach is cured within the 30-day notice period.
• Upon expiry or termination of either this EULA or the provision of the Software to You (which, for clarity, shall terminate this EULA) for any reason: (i) all licenses and rights provided to You under this EULA shall immediately terminate and You shall not be entitled to any refund; (ii) You and Your Authorized Users shall immediately cease all use of and/or access to the Software and delete and/or destroy all copies of Software that are in the possession or control of You or Your Authorized Users and, on AppSentinels' s request, confirm the same in writing signed by Your officer; (iii) AppSentinels shall have the right to block any use of and/or access to the Software, and/or delete any files, programs, data and e-mail messages associated with any account of the End User or an Authorized User, without notice to You or the Authorized User; (iv) AppSentinels may retain End User data pursuant to the terms of this EULA, or for so long as may be required to comply with any law or regulation applicable to AppSentinels or any court, regulatory agency or authority to which AppSentinels is subject; and, (v) You shall remain liable for all amounts due and shall pay all such fees immediately upon expiration or termination of this EULA. Where only a portion of the Software expires or is terminated, the foregoing subsections (i) – (v) shall be limited to such portion and the EULA continues for the remaining portion(s).

GENERAL

• Entire Agreement. Unless You have another valid agreement with AppSentinels for the use of this Software, this EULA, along with the non-disclosure agreement and the license subscription and services agreement, shall constitute the entire agreement between End User and AppSentinels concerning the Software.  It is expressly agreed that as between You and AppSentinels regarding the Software, this EULA shall supersede any other terms End User has on its procurement internet portal, purchase order or any other agreement with any reseller or service provider. AppSentinels is not obligated under Third Party Providers’, or any reseller’s, prime contractor’s or other service provider’s agreement with You unless an authorized signatory of AppSentinels executes the agreement. This EULA shall not be construed for or against any Party to this EULA because that Party or that Party’s legal representative drafted any of its provisions.
• Any claim, dispute or controversy among the Parties arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof (including whether the claims asserted are arbitrable), which cannot be satisfactorily settled by the Parties, will be referred to and finally and exclusively determined by binding arbitration (“Arbitration”) upon the written request of any Party. The Arbitration will be administered by JAMS in accordance with the JAMS International Arbitration Rules (the “Rules”), without resort to its conflicts of laws rules. The Arbitration will be conducted by a sole arbitrator selected in accordance with the Rules. The place of the Arbitration will be Boston, Massachusetts.  The Arbitration will be conducted in English.  The Arbitration award will be final and binding upon the Parties, and judgment upon such award may be entered in any court having jurisdiction thereof. The arbitrator’s award may include compensatory damages against either Party but under no circumstances will the arbitrator be authorized to nor will the arbitrator award punitive damages against either Party.
• Injunctive Relief. Notwithstanding anything to the contrary, the Parties agree that End User's or any of its Authorized Users' breach of certain terms of this EULA may cause irreparable harm to AppSentinels for which damages shall be an inadequate remedy and AppSentinels may therefore seek injunctive or equitable relief in any court of competent jurisdiction without the requirement of posting a bond, in addition to all other remedies available to it.
• Third Party Beneficiaries. The provisions of this EULA are for the benefit of End User and AppSentinels and not for any other person or entity, whether under statute or otherwise, except for AppSentinels’ s Affiliates and suppliers or partners of AppSentinels and its Affiliates.
• All notices, consents, requests, demands and other communications hereunder shall be in writing and be in in English language and shall be deemed to have been duly given or delivered if delivered personally or mailed by registered or certified mail, return receipt requested, with first class postage to the Parties at the address noted on the cover page of this Agreement or to such other address as any such Party shall have informed the other in writing. If notice is so mailed, it shall be deemed delivered three days after mailing.

Notice to AppSentinels at: legal@appsentinels.ai

• Governing Law and Jurisdiction. The validity, interpretation or performance of this Agreement shall be governed by, and construed in accordance with the laws of the State of Massachusetts in the USA without regard to conflicts of law principles thereof or to the UN convention on the international sale of goods. Each of the Parties hereto hereby consents to the jurisdiction of the courts located in Massachusetts for the resolution of any disputes that arise hereunder. Notwithstanding the foregoing, each Party reserves the right to file a suit or action in any court of competent jurisdiction as such Party deems necessary to protect its intellectual property rights and, in AppSentinels case, to recoup any payments due.
• In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable, then the invalid, illegal, or unenforceable provision shall be replaced by a revised provision, which, being valid, legal, and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal, or unenforceable provision, and the remainder of this Agreement will remain binding and in full force and effect.