Copybara TERMS AND CONDITIONS OF USE

The following terms have the meanings set forth below, unless otherwise indicated:

1. 1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with, another entity, where “control” refers to ownership of more than 50% of the outstanding voting securities of an entity.
2. 1.2 “Authorized Users” means Customer’s employees and Third Party Users (as defined in Section 3 (Third Party Users)), if applicable, authorized by Customer to access and use the Product on behalf of Customer and for whom use and access has been purchased in the applicable Order Form.
3. 1.3 “Copybara Materials” all documentation, materials, methodologies, processes, techniques, inventions, ideas, concepts, trade secrets, and know-how embodied in the Product, or Deliverables, or that Copybara may develop or supply in connection with the Product or Deliverables.
4. 1.4 “Copybara Offerings” means the Product and Professional Services.
5. 1.5 “Copybara Properties” means the Product, Deliverables, Documentation, and Copybara Materials, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications, and improvements thereof, and all derivative works of any of the foregoing.
6. 1.6 “Customer Data” means all data, content, and materials uploaded or transmitted by Customer or any Authorized User to the Product.
7. 1.7 “Deliverable” means all works of authorship, formulas, algorithms, databases, scripts, modifications, configurations, logos, symbols, designs, and inventions that Copybara authors, makes, conceives, reduces to practice, develops or otherwise creates, either alone or jointly with others, while performing Professional Services.
8. 1.8 “Documentation” means the then-current technical specifications for a Product contained in the user and system documentation made generally available by Copybara to its customers.
9. 1.9 “Intellectual Property Rights” means registered and unregistered rights in intellectual or industrial property recognized in any jurisdiction in the world, including rights in: (i) patents and patent rights, rights of priority, works of authorship, copyrights, mask work rights, moral rights, trade secrets, know-how, and proprietary information; (ii) trademarks, service marks, designs, and other designations of source; and in each case of (i) and (ii), all extensions and renewals thereof, and all applications for registration in connection therewith.
10. 1.10 “Maintenance & Support” means the Product updates and technical support services generally made available by or on behalf of Copybara to its customers, as further specified in Copybara’ Maintenance & Support Policy, which is incorporated herein by reference.
11. 1.11 “Open Source Software” means any open source, community, or other free code or libraries of any type, including any code licensed under licenses approved by the Open Source Initiative at https://opensource.org/licenses.
12. 1.12 “Order Form” means each Copybara order form, renewal quote, or other order document executed by the duly authorized representatives of both parties, or Copybara quote which by its terms is accepted by the issuance of a purchase order by Customer or its authorized representative, which identifies the Product and/or Professional Services ordered by Customer and incorporates these Terms by reference. An Order Form may include a Statement of Work.
13. 1.13 “Personal Information” means any Customer Data that by itself or in combination with other information identifies or is capable of identifying a specific individual.
14. 1.14 “Product” means the hosted software-as-a-service provided by or on behalf of Copybara to Customer pursuant to, and as identified on, an Order Form, including the electronic reports, analyses, and statistical and performance related information generated thereby.
15. 1.15 “Professional Services” means any implementation, training, consulting, or other professional services provided by Copybara, as set forth on an Order Form or in a Statement of Work.
16. 1.16 “Restricted Information” means any confidential or personal information that is protected by law and that requires the highest level of access control and security protection, whether in storage or in transit. Restricted Information includes, but is not limited to: electronic protected health information (ePHI as defined by the HIPAA and HITECH Acts), credit, debit or payment card information regulated by the payment card industry, information subject to the Children’s Online Privacy Protection Act of 1998, 15 U.S.C. 6501-6505, and information classified as “sensitive data” (or similar term) under applicable Privacy Laws.
17. 1.17 “Statement of Work” means a written description of the Professional Services to be provided to Customer pursuant to the terms of this Agreement.

This Agreement governs the use by Customer and its Authorized Users of the Copybara Offerings. In the event of a conflict between an Order Form and these Terms, including any policies or agreements referenced herein, these Terms and such policies and agreements referenced herein will take precedence, except for any specific provision in an Order Form that expresses an intent to supersede a specified provision in these Terms or such policies and agreements referenced herein.

Customer may designate certain of its third party contractors as Authorized Users as necessary to facilitate Customer’s use of the Product for Customer’s internal business operations (each, “Third Party User”), provided that the use and access by each Third Party User must be under obligation of non-disclosure and use consistent with Section 15 (Confidentiality), solely for Customer’s benefit, and otherwise subject to the terms of this Agreement. Customer accepts responsibility for the acts and omissions of each Third Party User as if they were its own, and agrees to enforce (and to enable Copybara to enforce) the terms of this Agreement against Third Party Users.

The license and use rights in the Product granted hereunder are subject to compliance by Customer and its Authorized Users with this Agreement, and may be suspended or terminated as set forth herein.

1. 4.1 Product; Documentation Subject to the terms and conditions of this Agreement, Copybara grants Customer and its Authorized Users, during the Term, a limited, non-exclusive, non-transferable right and license (without the right to grant or authorize sublicenses) to (a) access and use the Product solely for Customer’s internal business operations and (b) to use the Documentation solely in connection with Customer’s authorized use of the Product. Customer may reproduce the Documentation as reasonably necessary to support such authorized use, provided such copies include all Copybara trademarks and proprietary rights notices present on the Documentation as made available by Copybara. Copybara will provide the Product in accordance with the Service Level Agreement, which is incorporated herein by reference.
2. 4.2 Open Source Software Notwithstanding the foregoing license and rights grants, this Agreement is not meant to change or supersede the terms of any Open Source Software license applicable to any portion of the Copybara Properties. The terms of any such Open Source Software licenses are available from Copybara upon Customer’s request.

1. 5.1 Modifications Customer acknowledges that Copybara may continually develop, deliver, and provide to Customer on-going innovation to the Product in the form of new features, functionality, and efficiencies. Accordingly, Copybara reserves the right to modify the Product from time to time. Some modifications will be provided to Customer at no additional charge. In the event Copybara adds new features or functionality to the Product, Copybara may condition the implementation of such features or functionality on Customer’s payment of additional fees, provided Customer may continue to use the version of the Product that Copybara makes generally available (without such features or functionality) without paying additional fees.
2. 5.2 Maintenance & Support Copybara will provide Maintenance & Support for the Product pursuant to the relevant Order Form and policies specified in Copybara’ Maintenance & Support Policy, subject to, if applicable, the payment of any Maintenance & Support fees set forth in such Order Form.

This Section 6 (Evaluation of Product) applies only if Customer has been provided evaluation access to the Product by Copybara (“Evaluation Access” ). Evaluation Access to the Product is subject to all restrictions set forth in this Agreement. In addition, Evaluation Access is provided for the sole and exclusive purpose of enabling Customer to evaluate the Product and will not be put into productive use or included as part of Customer’s business processes in any manner, unless and until a license or subscription, as applicable, is purchased by Customer. Evaluation Access is provided “AS IS,” with no warranties of any kind, express or implied. Certain features may not be available for use during the period of Evaluation Access. Unless otherwise agreed by the parties in writing, the period for Evaluation Access will be thirty (30) days, beginning on the date Copybara provides such access. Evaluation Access will automatically time-out at the end of the relevant evaluation period without further notice, and may be terminated by Copybara at any time and for any reason.

This Section 7 (Professional Services) applies only to an Order Form that includes Professional Services.

1. 7.1 Statements of Work Copybara will provide the Professional Services identified on an Order Form, which may be further described in one or more Statements of Work, subject to this Agreement. Such Order Form and, if applicable, Statement of Work, may include: (i) a description of the scope and type of Professional Services; (ii) the location where the Professional Services will be performed; (iii) any Deliverables; (iv) the schedule for performance and delivery of Deliverables; and (v) additional fees and payment terms applicable to the Professional Services. Copybara and Customer will cooperate to enable Copybara to perform the Professional Services according to the performance schedule and delivery terms set forth therein, if any, and Customer agrees to timely perform any Customer obligations specified therein. Copybara will not be liable to the extent its performance of Professional Services is affected by Customer’s failure to fulfill such Customer obligations.
2. 7.2 Deliverables Unless otherwise expressly agreed in the applicable Order Form and/or Statement of Work, Copybara retains all Intellectual Property Rights in the Deliverables and Copybara Materials prepared by Copybara in connection therewith. Subject to Customer’s compliance with this Agreement, Copybara hereby grants Customer, during the Term, a limited, non-exclusive, non-transferable, license to use and reproduce the Deliverables, solely for Customer’s internal business operations in connection with Customer’s related authorized use of the Product. Notwithstanding any other provision of this Agreement, nothing herein will be construed to assign or transfer any Intellectual Property Rights in the Copybara Materials used by Copybara to develop the Deliverables, and to the extent such Copybara Materials are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables.

1. 8.1 Pricing and Invoicing Prices and invoice instructions for the Copybara Offerings and Maintenance & Support are set forth in the applicable Order Form. Fees may be invoiced in advance, as set forth in the applicable Order Form.
2. 8.2 Payments Unless otherwise specified in an Order Form, Customer will pay Copybara the amounts set forth on any invoice issued pursuant to this Agreement in the specified currency within thirty (30) days of the date of the invoice. Payment obligations for all Copybara Offerings are non-cancelable, and fees paid are non-refundable, except as otherwise provided in this Agreement. Copybara may impose a late payment charge not to exceed the maximum rate allowed by law. If Customer fails to pay any fee due under an Order Form or this Agreement, without limitation of any of its other rights or remedies, Copybara may suspend performance until Copybara receives all past due amounts from Customer. Customer understands that one or more invoices may be issued under each Order Form, that multiple Order Forms may be executed under this Agreement, and that Customer shall have no right to set-off, deduct from, or reduce payments owed under this Agreement. In the event of a good faith dispute for payment on any invoice, Customer will, within fifteen (15) days of receipt of the invoice, notify Copybara in writing of the dispute and the parties will use good faith efforts to resolve such dispute. Undisputed amounts remain payable as provided herein and in the relevant Order Form.
3. 8.3 No Requirement for Purchase Order Customer acknowledges that Customer may provide a purchase order number or copy of its purchase order to Copybara for Customer’s administrative convenience, and that Copybara has the right to issue an invoice and collect payment without a corresponding purchase order. If Customer issues a purchase order, Copybara hereby rejects and Customer hereby retracts any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by Customer and conditions are solely based on the terms and conditions of this Agreement and the applicable Order Form, as offered by Copybara. On request, Copybara will reference the purchase order number on its invoices (solely for administrative convenience), provided the purchase order references the Order Form and is received reasonably prior to the date of the invoice.

Copybara’ fees do not include any local, state, federal, or foreign taxes, levies, or duties of any nature, including value-added, sales, use, or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Copybara’ income. If Copybara has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Copybara with a valid tax exemption certificate authorized by the appropriate taxing authority.

Customer will not directly or indirectly, and will not permit any Authorized User or any other person or entity, to: (i) use any of the Copybara Properties in contravention of any applicable laws or government regulations, including, without limitation, applicable Privacy Laws or in violation of this Agreement; (ii) except and to the extent specifically permitted by applicable law, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the object code, source code, or underlying ideas, methodologies, or algorithms of any of the Copybara Properties; (iii) modify, adapt, translate, or create derivative works based on any of the Copybara Properties; (iv) sublicense, rent, lease, distribute, publish, sell, resell, assign, or otherwise transfer its rights to use any of the Copybara Properties, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (v) commercially exploit any of the Copybara Properties; (vi) use any of the Copybara Properties for any purpose other than their intended purposes; (vii) introduce any Open Source Software into any of the Copybara Properties; (viii) disclose passwords, usernames, or other account information to any third party, except to the applicable Authorized User; (ix) access or use any Copybara Properties for competitive analysis or to design, create, offer, or build a product or service that is competitive with any Copybara Properties or that uses ideas, features, or functions similar to any Copybara Properties; or (x) disclose or make available to Copybara or the Copybara Properties any Personal Information or Restricted Information. Customer will not make the Product or any portion thereof available for use, access, display, searching, or retrieval by, or on behalf of, any third party, or make the Product available in any “public” or “free” area or area accessible on the internet.

1. 11.1 General Customer acknowledges and agrees that this is not an agreement for custom development or “work for hire”, and as such, Customer will not acquire any ownership rights in any of the Copybara Properties.
2. 11.2 Copybara Properties; Feedback As between Copybara and Customer, all right, title, and interest in and to the Copybara Properties, and all suggestions, ideas, and feedback proposed by Customer regarding any of the Copybara Properties (collectively, “Feedback”), including all Intellectual Property Rights in all of the foregoing, belong to and are retained exclusively by Copybara or its suppliers, as applicable. Customer hereby assigns to Copybara all Feedback and all Intellectual Property Rights therein.
3. 11.3 Customer Data As between Copybara and Customer, all right, title and interest in and to the Customer Data and all Intellectual Property Rights therein, belong to and are retained solely by Customer. Customer hereby grants to Copybara a limited, non-exclusive, royalty-free, worldwide license to use and reproduce the Customer Data as may be necessary for Copybara to provide any Copybara Offerings to Customer.

1. 12.1 Mutual Warranty Each party represents, warrants and covenants that: (i) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (ii) its acceptance of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed by it to any third party.
2. 12.2 Limited Warranties and RemediesThe following limited warranties apply only to the extent that Customer has purchased the applicable Copybara Offering:
   1. 12.2.1 Product Copybara warrants that the Product will operate substantially in compliance with the applicable Documentation, provided that the Product has been properly used as described in the applicable Documentation, and have not been modified or added to other than by Copybara. If the Product does not perform as warranted during the warranty period, Copybara will undertake, at its sole option and as Customer’s exclusive remedy for breach of this warranty, to correct or replace the non-conformity. If Copybara determines that it is not commercially reasonable or possible to correct a substantial non-conformity within a commercially reasonable time from receipt of written notice from Customer detailing the warranty claim, the Order Form for the affected Product will be cancelled and Copybara will refund any unused prepaid fees for the affected Product. Customer acknowledges that factors such as changes by Customer to its IT environment, and corrupted, incomplete and/or interrupted data received by Copybara from Customer, may have a material impact on the accuracy, reliability and/or timeliness of results, and Copybara shall not be responsible for any such factors. Customer shall be responsible for the legality, accuracy, and completeness of all Customer Data and for complying with reasonable instructions and/or specifications provided to Customer by Copybara with respect to the Product.
   2. 12.2.2 Professional Services Copybara will use commercially reasonable efforts to perform the Professional Services and deliver the Deliverables according to the specifications, if any, set forth in the relevant Order Form and Statement of Work, as applicable. If Copybara fails to do so and Customer notifies Copybara within thirty (30) days of the date the Professional Services were performed, Copybara will, as Customer’s exclusive remedy for breach of this warranty, re-perform the non-conforming Professional Services. If Copybara determines that re-performance is not commercially reasonable, Customer may cancel the applicable Order Form and/or Statement of Work as to the affected Professional Services and Copybara will refund to Customer any fees paid for the affected Professional Services.
3. 12.3 Warranty Disclaimer EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED ABOVE IN SECTION 12.1 (MUTUAL WARRANTY) AND 12.2 (LIMITED WARRANTIES AND REMEDIES), Copybara DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Copybara DOES NOT WARRANT THAT: (A) THE USE OF ANY Copybara PROPERTIES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA UNLESS EXPRESSLY IDENTIFIED IN THE DOCUMENTATION; (B) THE Copybara PROPERTIES OR ANY INFORMATION OBTAINED THROUGH THE Copybara PROPERTIES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; OR (C) THE Copybara PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE. Copybara OFFERINGS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Copybara IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH LIMITATIONS, DELAYS, OR PROBLEMS.

1. 13.1 Indemnity Copybara, at its expense, will defend Customer and its Affiliates and their respective officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims, and demands brought by a third party (a “Third Party Claim”) alleging that the Product received by Customer under the applicable Order Form infringes or misappropriates any Intellectual Property Rights of such third party, and will pay all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by the Customer Indemnified Parties from any such Third Party Claim. Notwithstanding anything to the contrary in this Agreement, the foregoing obligations will not apply with respect to a claim of infringement or misappropriation to the extent that claim arises out of or relates to (i) the Customer Data or specifications or requirements provided by or on behalf of Customer; (ii) use of the Product in combination with any software, hardware, network, technology, or system not supplied by Copybara; (iii) any modification of the Product other than by Copybara; or (iv) use of the Product other than as authorized under this Agreement.
2. 13.2 Mitigation If any Third Party Claim which Copybara is obligated to defend has occurred, or in Copybara’ determination, is likely to occur, Copybara may, at its option (i) obtain for Customer the right to continue using the Product; (ii) replace or modify the Product so that it avoids such claim; or if such remedies are not reasonably available, (iii) terminate the applicable Order Form and provide Customer with a refund of any unused fees Customer prepaid to Copybara for the infringing Product.
3. 13.3 Procedures Copybara’ obligations under this Section 13 (Copybara Indemnity) are conditioned upon (i) being promptly notified in writing of any Third Party Claim under this Section, (ii) having the sole and exclusive right to control the defense and settlement of the Third Party Claim, and (iii) the Customer Indemnified Parties providing all reasonable assistance (at Copybara’ expense and reasonable request) in the defense of such Third Party Claim. In no event will a Customer Indemnified Party settle any claim without Copybara’ prior written approval. The Customer Indemnified Party may, at its own expense, engage separate counsel to advise it regarding a Third Party Claim and participate in the defense of the Third Party Claim, subject to Copybara’ right to control the defense and settlement.
4. 13.4 Sole Remedy THE TERMS OF THIS SECTION 13 (Copybara INDEMNITY) STATE Copybara’ ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE PRODUCT.

1. 14.1 Indemnity Customer will, at its expense, defend Copybara and its Affiliates and their respective officers, directors, and employees (the “Copybara Indemnified Parties”) from and against any and all Third Party Claims alleging that the Customer Data infringes, misappropriates, or violates any third party’s privacy or Intellectual Property Rights, and will pay all damages, costs, and expenses, including reasonable attorneys’ fees, incurred by the Copybara Indemnified Parties from any such Third Party Claim.
2. 14.2 Procedures Customer’s obligations under this Section 14 (Customer Indemnity) are conditioned upon (i) being promptly notified in writing of any Third Party Claim under this Section, (ii) having the sole and exclusive right to control the defense and settlement of the Third Party Claim, and (iii) the Copybara Indemnified Parties providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such Third Party Claim. In no event will a Copybara Indemnified Party settle any claim without Customer’s prior written approval. The Copybara Indemnified Party may, at its own expense, engage separate counsel to advise it regarding a Third Party Claim and to participate in the defense of the Third Party Claim, subject to the Customer’s right to control the defense and settlement.

1. 15.1 Definition of Confidential Information “Confidential Information” means any and all non-public information disclosed by one party or its Affiliates (the “Disclosing Party”) to the other party or its Affiliates (the “Receiving Party” ) in any form or medium, whether oral, written, graphical, or electronic, pursuant to this Agreement, that is designated confidential or proprietary, or that a reasonable person should understand is confidential or proprietary. Confidential Information includes, but is not limited to: the terms of this Agreement, information related to either party’s technology, products, know-how, trade secrets, specifications, customers, business plans, pricing information, promotional and marketing activities, finances, and other business affairs, and with respect to Copybara, the Copybara Properties.
2. 15.2 Nondisclosure Obligations The Receiving Party will not use the Confidential Information of the Disclosing Party for any purpose other than as necessary to fulfill its obligations or to exercise its rights under this Agreement, and by Copybara to improve the Copybara Offerings (the “Purpose” ). The Receiving Party will not disclose Confidential Information of the Disclosing Party to any third party; provided that the Receiving Party may disclose Confidential Information to its employees, contractors, advisors, or representatives who need access to such Confidential Information for the Purpose and who are subject to written confidentiality obligations at least as stringent as the obligations set forth in this Section 15 (Confidentiality). Each party accepts responsibility for the actions of any individual or entity to whom it provides the other party’s Confidential Information, and will protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but with no less than reasonable care. The Receiving Party will promptly notify the Disclosing Party upon becoming aware of a breach or threatened breach hereunder, and will cooperate with any reasonable request of the Disclosing Party in enforcing its rights.
3. 15.3 Exceptions to Confidential Information Confidential Information does not include information which: (i) is known by the Receiving Party prior to receipt from the Disclosing Party, free of any obligation of confidentiality; (ii) becomes known to the Receiving Party from a third party free of any obligation of confidentiality; (iii) lawfully becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information pursuant to the requirements of applicable law, legal process, or government regulation, but only after it notifies the Disclosing party (if legally permissible) to enable the Disclosing party to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.
4. 15.4 Injunctive Relief The Parties agree that any unauthorized disclosure of Confidential Information would cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
5. 15.5 Usage Data Notwithstanding anything else in this Agreement or otherwise, Copybara may during and after the Term, in accordance with applicable Privacy Laws, monitor use of the Product by its customers and their Authorized Users and collect, analyze, use, and disclose the data generated by such use in the pursuit of its legitimate commercial interests, including for analysis, benchmarking, analytics, improving the Copybara Properties, performing services related to the Copybara Properties, and marketing. Customer agrees that Copybara may collect, use, and disclose such information that does not incorporate Customer Data or Personal Information, or otherwise identify Customer or its Authorized Users.

1. 16.1 LIABILITY CAP EXCEPT FOR LIABILITY RESULTING FROM Copybara’ INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF Copybara AND ITS AFFILIATES AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS UNDER THIS AGREEMENT WILL NOT ENLARGE SUCH LIMIT.
2. 16.2 EXCLUSION OF CERTAIN DAMAGES IN NO EVENT WILL Copybara BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE, OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF Copybara KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Copybara BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

1. 17.1 Term Each Order Form and Statement of Work begins on its effective date and, unless earlier terminated in accordance with the terms of this Agreement, continues in effect through the term set forth therein. Unless earlier terminated in accordance with the terms of this Agreement, this Agreement will become effective on the Effective Date and continue in effect until all Order Forms have expired or been terminated (the “Term”).
2. 17.2 Termination for Cause Either party may terminate this Agreement or any Order Form or Statement of Work (i) on at least thirty (30) days’ written notice to the other party of a material breach of this Agreement by such other party if such breach remains uncured at the expiration of such period (or immediately if the material breach is not capable of being remedied); or (ii) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or an assignment for the benefit of creditors.
3. 17.3 Effect of Termination or Expiration
   1. 17.3.1 Termination of Rights to Use On termination or expiration of any Order Form, Customer’s license or subscription to the Product under the applicable Order Form will terminate and Customer and all Authorized Users will immediately cease use of such Product. On termination or expiration of this Agreement, each Receiving Party will return or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control. Notwithstanding the foregoing, Copybara will retain and make any Customer Data stored in the Product available on request by Customer in the format in which it is stored in the Product for a period of thirty (30) days following the effective date of termination. After such thirty (30)-day period, Copybara will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. For the avoidance of doubt, termination of one Order Form will not terminate any other Order Form.
   2. 17.3.2 Refund or Payment upon Termination On expiration or termination of any Order Form, Customer will pay Copybara any unpaid fees and expenses covering the remainder of the term of such Order Form. Notwithstanding the foregoing, if an Order Form is terminated by Customer in accordance with Section 17.2 (Termination for Cause), Copybara will refund Customer any unused prepaid fees for the Copybara Offerings terminated.
   3. 17.3.3 Survival The following provisions will survive expiration or termination of this Agreement: (i) any payment obligations of Customer hereunder; and (ii) 8 (Pricing, Invoicing, and Payments), 9 (Taxes), 10 (Restrictions), 11 (Ownership), 13 (Copybara Indemnity), 14 (Customer Indemnity), 15 (Confidentiality), 16 (Limitation of Liability), 17 (Term and Termination), 22 (Notices), and 24 (Governing Law). The expiration or termination of this Agreement does not affect any rights which accrued before the date of expiration or termination.

The parties are independent contractors and will so represent themselves in all regards.

Except for Customer’s payment obligations hereunder, neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including acts of God, war, acts of terrorism (whether actual or threatened), riot or civil unrest, failure of electrical, Internet, co-location or telecommunications service, non-Copybara applications, denial of service or similar attacks, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, epidemics, quarantines, or energy crises.

Neither party may transfer or assign this Agreement, in whole or in part, without the other’s prior written consent. Notwithstanding the foregoing, either party may, without the other party’s consent, assign this Agreement in its entirety to an entity who acquires all or substantially all of its business or assets, or in connection with a change in control (through merger, consolidation, reorganization, operation of law or otherwise). Any assignment in violation of this Section will be void and of no effect. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

1. 21.1 By Copybara Copybara will comply with all laws and regulations that apply to its provision of the Copybara Offerings. However, Copybara is not responsible for compliance with any laws or regulations that apply to Customer or Customer’s industry that are not generally applicable to information technology service providers. Copybara does not determine whether Customer Data includes information subject to any specific law or regulation.
2. 21.2 By Customer Customer will comply with all laws and regulations that apply to its use of the Copybara Offerings, including applicable Privacy Laws. Customer is responsible for implementing and maintaining privacy protections and security measures for components that Customer provides or controls, and for determining whether the Product is appropriate for storage and processing of information subject to any specific law or regulation.

Either party may give notice by written communication, sent by first class postage prepaid mail or nationally recognized overnight delivery service, to the other party’s address as specified in the latest Order Form. In addition, Copybara may provide notices related to the Copybara Offerings either through the Product or to the email address on record with Copybara. Either party may from time to time change its address for notices under this Section by giving the other party notice of the change in accordance with this Section.

Customer agrees that Copybara may reference Customer as a Copybara customer on its website and marketing materials, subject to any Customer trademark and logo usage guidelines provided by Customer.

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts of law principles. The parties hereby consent to the personal and exclusive jurisdiction of the federal and state courts located in Boston, Massachusetts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

Customer agrees to comply with applicable export and re-export laws, regulations and requirements. Customer further certifies that it will not export or re-export any software that may be subject to such laws, regulations and requirements, to any location, or to any end-user, or for any end-use, without first obtaining any export license, permit, or other approval that may be required. Without limiting the foregoing, Customer specifically agrees that it will not export or re-export any software subject to export and re-export laws to (1) any Group E country listed in SUPPLEMENT NO. 1 TO PART 740 – COUNTRY GROUPS and the Crimea Region of Ukraine or (2) any company, entity or person listed as a party of concern found here https://www.trade.gov/consolidated-screening-list.

The Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any other agreements, discussions, proposals, representations or warranties, written or oral, with respect to the subject matter hereof. Each party acknowledges that it has participated in negotiating this Agreement, and agrees that contractual ambiguities are not to be construed in favor of or against any party based on its role in drafting this Agreement. As used herein, the words “include” and “including” shall be deemed to be followed by the words “without limitation.” Performance of any obligation required by a party hereunder may be waived only by a written waiver executed by an authorized representative of the other party. Failure or delay by either party in exercising any right or remedy will not constitute a waiver. If any provision of this Agreement will be declared invalid, the entire Agreement will not fail on its account, and that provision will be severed, with the balance of this Agreement continuing in full force and effect. This Agreement may only be amended in writing executed by both parties.