Webtesting.io Terms and Conditions

PLEASE READ THE FOLOWING CONDITIONS CAREFULLY BEFORE YOU PROCEED WITH INSTALLING AND USING THE LICENSED SOFTWARE.BY DOWNLOADING AND INSTALLING THE LICENSED SOFTWARE, AND/OR OTHERWISE USING THE LICENSED SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS FREEMIUM LICENSE AGREEMENT (the “FREEMIUM AGREEMENT”) AND AGREED TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY THIS FREEMIUM AGREEMENT, THAN PLEASE EXIT THE INSTALLATION PROCESS AND DO NOT INSTALL, ACCESS OR USE THE LICENSED SOFTWARE.

THIS FREEMIUM AGREEMENT IS A FREEMIUM VERSION FORM WHICH IS AIMED TO AVAIL THE WEBTESTING.IO PRODUCT SUBJECT TO THE RESTRICTIONS SET FORTH HEREIN IN APPENDIX I.

SHOULD YOU SUBSCRIBE FOR THE WEBTESTING.IO DURING OR FOLLOWING THE FREEMIUM PERIOD SET FORTH HEREIN, THE AGREEMENT ATTACHED HERETO AS APPENDIX II ENTITLED “SUBSCRIPTION LICENSE AGREEMENT” WILL APPLY AUTOMATICALLY WITH NO FURTHER ACTION TO THE INSTALLATION AND USE OF THE LICENSED SOFTWARE AS WELL AS TO ALL OTHER CONTRACTUAL RELATIONSHIP WITH WEBTESTING.IO. BY CLICKING THE “I AGREE” BUTTON FOR THIS FREEMIUM AGREEMENT, IN ADDITION TO ACCEPTING THE TERMS AND CONDITIONS OF THIS FREEMIUM AGREEMENT, YOU HEREBY ACCEPT THE TERMS AND CONDITIONS OF THE SUBSCRIPTION LICENSE AGREEMENTATTACHED HERETO AS APPENDIX II AND SUCH SUBSCRIPTION LICENSE AGREEMENT WILL ENTER INTO EFFECT AUTOMATICALLY AND IMMEDIATELY UPON YOUR SUBSCRIPTION OF THE LICENSED SOFTWARE AND GOVERN, AMONG OTHERS, THE INSTALLATION AND USE THEREOF. UPON ENTERING INTO EFFECT, THE SUBSCRIPTIION LICENSE AGREEMENT WILL REPLACE AND SUPERSEDE THIS FREEMIUM AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL TERMS AND PROVISIONS SET FORTH IN THIS FREEMIUM AGREEMENT WHICH CONFLICT WITH THE TERMS AND CONDITIONS SET FORTH IN THE SUBSCRIPTION LICENSE AGREEMENT. IF YOU USE THE LICENSED SOFTWARE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEN BY CLICKING THE “I AGREE” BUTTON, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO BIND THAT ENTITY AND TO ACCEPT THIS FREEMIUM AGREEMENT ON ITS BEHALF. THE TERM “YOU” OR “CUSTOMER” OR “LICENSEE” IN THIS FREEMIUM AGREEMENT REFERS TO YOU, AN INDIVIDUAL, AND/OR TO THE ENTITY ON WHOSE BEHALF YOU AUTHORIZED THIS FREEMIUM AGREEMENT.

1. Definitions

For the purposes of this Freemium Agreement the terms –

1.1. “Webtesting.io” means Webtesting.io, Inc., a Delaware corporation, having its principal place of business at 17332 Boca Club Blvd. #807 Boca Raton, FL 33487.

1.2. “Licensed Software” means the Webtesting.io software known by the name Webtesting.io, as provided and released by Webtesting.io, in object code only, any updates and new versions of the Webtesting.io software, as made available from time to time by Webtesting.io, any third party software provided therewith, and all associated documentation provided with the Licensed Software. Nothing in this Freemium Agreement shall be construed as granting rights to any third parties.

2. Grant of License:

2.1. License: Subject to the terms and conditions of this Freemium Agreement, Webtesting.io hereby grants the Customer, and the Customer hereby accept, a non-exclusive, non-transferable, limited and revocable license to use the copy of the Licensed Software for installation on Customer’s computer server for Customer’s internal purposes only, and subject to the requirements, restrictions and limitations set forth in Appendix I attached hereto (the “Freemium Conditions”).

2.2. Restrictions: Licensee will not, and will not allow, without the express written authorization of Webtesting.io to:

(a) Demonstrate, copy, rent, lease, sell, sublicense, assign, market or otherwise transfer any portion of the Licensed Software to any third party; or

(b)Publish or otherwise disclose or provide information in connection with the Licensed Software, documentation, or any related information including but not limited to information relating to performance or quality of the Licensed Software to any third party; or

(c) Modify, reuse, disassemble, decompile (or attempt to derive the source code of the Licensed Software), reverse engineer or otherwise translate the Licensed Software or any portion thereof, including, without limitation, any software delivered with the Licensed Software, except and only to the extent that this limitation is expressly prohibited by applicable law notwithstanding this limitation; or

(d) Create any software program that links, embeds or makes direct function calls to run time or other components licensed by Webtesting.io from third parties; or

(e) Remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up messages contained in the Licensed Software; or

(f) Permit concurrent use of the Licensed Software with more than one application database schema, unless approved in writing by Webtesting.io or unless additional licenses were purchased;

(g) Remove or attempt to remove or circumvent any security measures installed in the Licensed Software.

(h)Create any derivative works of the Licensed Software.

Nothing in this section shall derogate from any of the other Licensee’s obligations and undertakings in this Freemium Agreement.

2.3. From time to time, upon Webtesting.io’s reasonable request, the Customer will provide Webtesting.io log files generated in Customer’s computer servers, as a result of using the Licensed Software (“Log Files”). Webtesting.io may use the Log Files for internal purposes only, including for debugging, and for monitoring and enhancing the functionality of the Licensed Software. The method and format for transferring log files will be mutually discussed and agreed between the parties.

3. Confidentiality:

3.1. The parties acknowledge and contemplate the exchange of Confidential Information. Each party shall maintain the other party’s Confidential Information in the strictest confidence, using the same degree of care it uses to protect its own Confidential Information, and at least a reasonable degree of care.

3.2. Without limiting the foregoing, neither party shall disclose Confidential Information to any third party, other than to personnel who have a “need to know”, and only to the extent necessary for the execution of this Freemium Agreement. Each party shall be responsible for compliance of its personnel with confidentiality undertakings substantially similar to the provisions of this section 3.

3.3. Neither party shall use the Confidential Information disclosed to it in any way whatsoever other than as necessary for the performance of this Freemium Agreement.

3.4. In this Freemium Agreement, the term “Confidential Information” shall mean any proprietary information of either party, designated as confidential by such party or of a confidential nature, including but not limited to, all designs, concepts, scientific, algorithmic and structural information; information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever) and the terms and conditions of this Freemium Agreement.

3.5. The code of the Licensed Software, pricing information, and any materials, methodology and documentation associated with the Licensed Software, including this Freemium Agreement are proprietary and shall be deemed Confidential Information of Webtesting.io, unless they are in the public domain through no default of this Freemium Agreement. Licensee must keep them confidential and may not disclose them to any third party. This provision will survive the termination or expiration of this Freemium Agreement.

3.6. Webtesting.io may use Customer’s trade name, trade marks and service marks, in promotional material, for the sole purpose of indicating Customer’s use of the Licensed Software and provided that Webtesting.io will not use Customer’s name and marks in such way that suggests an endorsement or sponsorship of Webtesting.io or the Licensed Software by the Customer. The Customer will reasonably cooperate with Webtesting.io in promoting the Licensed Software, including by conducting conversations with potential clients and investors that Webtesting.io refers to the Customer.

4. No Warranty:

4.1. THE LICENSED SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WEBTESTING.IO DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET CUSTOMER REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, WEBTESTING.IO EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER AGREE AND ACKNOWLEDGE THAT THE USE OF THE LICENSED SOFTWARE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT CUSTOMER’S OWN RISK. NO DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE OF WEBTESTING.IO IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

4.2. THE CUSTOMER ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS INHERENTLY COMPLEX AND MAY THEREFORE NOT BE COMPLETELY FREE OF ERRORS. THE CUSTOMER FURTHER ACKNOWLEDGE THAT THE PERFORMANCE OF THE LICENSED SOFTWARE MAY BE AFFECTED BY ANY NUMBER OF FACTORS, INCLUDING WITHOUT LIMITATION, TECHNICAL FAILURE OF THE LICENSED SOFTWARE, ACTS OR OMISSIONS OF THIRD PARTIES AND OTHER CAUSES REASONABLY BEYOND THE CONTROL OF WEBTESTING.IO. BY USING THE LICENSED SOFTWARE THE CUSTOMER DECLARE THAT THE CUSTOMER ACCEPT THESE FACTS AND THEIR CONSEQUENCES. Nothing contained in this Freemium Agreement shall be construed as (a) a warranty or representation that use of the Licensed Software will be free from infringement of copyrights, patents or other rights of third parties; or (b) conferring by implication, estoppel, or otherwise, upon either party, any right to services, license or other right except the services and/or licenses and rights expressly granted in this Freemium Agreement; or (c) a warranty or representation that Customer or any other entity, will be able to use the Webtesting.io Licensed Software for any purpose.

5. Limitation of Liability:

5.1. WEBTESTING.IO, ITS OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO THE CUSTOMER, OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, AND INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS AND OR GOODWILL, SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED TO DELIVERY, INSTALLATION, USE, PERFORMANCE OF OR INABILITY TO USE THE LICENSED SOFTWARE AND/OR ANY OF ITS COMPONENTS, CUSTOMIZATIONS, DEVELOPMENTS OR MODIFICATIONS, WHETHER FORESEEABLE OR NOT, EVEN IF WEBTESTING.IO, OR ANY ONE ON ITS BEHALF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO WAY LIMITING THE FOREGOING AND TO THE FULL EXTENT PERMITTED BY LAW, WEBTESTING.IO WILL NOT BE LIABLE FOR NEGLIGENCE WITH RESPECT TO THE DESIGN OF THE WEBTESTING.IO LICENSED SOFTWARE AND WILL NOT BE LIABLE UNDER ANY STRICT LIABILITY CLAIMS CONCERNING THE LICENSED SOFTWARE.

5.2. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the transaction between Webtesting.io and the Customer. The Customer acknowledges that Webtesting.io and/or its reseller would not have entered into this Freemium Agreement absent such limitations. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to the Customer. However, Webtesting.io otherwise disclaims and/or limits liability to the extent fully allowed under applicable law.

6. Proprietary Rights:

6.1. All Webtesting.io Intellectual Property Rights shall be the sole property of Webtesting.io and except for the licenses granted hereunder, Licensee shall have no rights or claims to the Licensed Software (or any derivatives thereof) or any intellectual property in connection therewith. Nothing in this Freemium Agreement is intended to grant any rights or license under any patent, copyright, or other intellectual property right of Webtesting.io to Licensee and/or to any other party, nor shall this Freemium Agreement grant the Licensee any rights in or to the Webtesting.io Intellectual Property Rights, except for the limited right to use such Webtesting.io Intellectual Property Rights solely for the purpose specified hereinabove. For the purpose of this Freemium Agreement, the term “Webtesting.io Intellectual Property Rights” shall mean any and all intellectual property rights in connection with the Licensed Software, including, without limitation, the worldwide rights, whether or not perfected, associated with: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) any invention, discovery, concept, composition, data, experiment, material, method, process, product and result; (c) patents, patent applications and all related continuations, divisional, reissue, utility models, design patents, applications and registrations thereof, certificates of inventions; (d) trade secrets, confidential information, know-how, designs, prototypes, enhancements, improvement, work-in progress, research and development information; (e) trade marks, trade marks applications, trade names, logos, product names, product manuals, training materials, documentation and other support materials, whether or not patented, copyrighted or trademarked; (f) software, firmware, network or product architectures, specifications, drawings, flow charts; and (g) all other proprietary rights relating to the foregoing. Inasmuch as Licensee and/or any on its behalf shall discover, conceive or develop (or have developed) any concepts, know-how, technologies, processes or products in connection with or as a result of the use of the Licensed Software (“Webtesting.io’s Work Product”), such shall be deemed Webtesting.io’s Property and Licensee hereby irrevocably: (i) assigns to Webtesting.io, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, that Licensee may have in or to Webtesting.io’s Work Product and related intellectual property rights; and (ii) agrees, to take any lawful action, which Webtesting.io reasonably requests to vest or protect Webtesting.io’s right, title and interest in and to Webtesting.io’s Work Product (at Webtesting.io’s reasonable cost).

6.2. Customer shall cooperate with Webtesting.io in protecting the rights of Webtesting.io in the Licensed Software and Confidential Information. Without limiting the foregoing, Customer agrees to notify Webtesting.io promptly in the event that the Customer becomes aware of any infringement of such rights. Webtesting.io shall exclusively have the right, in its sole discretion, to prosecute lawsuits against any party for infringement of the rights of Webtesting.io in the Licensed Software and Confidential Information. The Customer agrees to fully cooperate with Webtesting.io, at the expense of Webtesting.io, in the prosecution of any such suit.

7. Indemnification:

7.1. Indemnification by Webtesting.io: Webtesting.io agrees to defend, indemnify and hold Customer harmless from and against any claim or suit alleging that the Licensed Software infringes upon third parties’ Intellectual Property Rights, and to pay all costs, settlements, or judgments finally awarded; provided, however, that (1) Customer shall have given Webtesting.io a prompt written notice of such claim, suit, demand, or action; (2) Customer shall reasonably cooperate with Webtesting.io in the defense and settlement thereof at the expense of Webtesting.io; and (3) Webtesting.io shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The foregoing shall not apply to the extent that the infringement arises: (i) from the use of the Licensed Software in a manner for which it was not intended, or (ii) not in compliance with the documentation provided by Webtesting.io therewith, or (iii) where the infringement results from the combination of the Licensed Software or other third party’s equipment or systems, where the Licensed Software standing alone, would not have infringed upon third party’s rights. In the event that an injunction is obtained against the Customer’s use of the Licensed Software arising from a suit, claim or proceeding, or if Webtesting.io anticipates that there is a likelihood of a claim of infringement, or determines that the following steps will assist in defending or settling a claim, suit, demand or action, Webtesting.io shall, at its option and expense, either (a) procure for Customer the right to continue using the Licensed Software; or (b) replace or modify the same so that it no longer infringes upon such Intellectual Property Rights, so long as the utility or performance of the Licensed Software is not adversely affected by such replacement or modification and the Licensed Software continues to substantially conform to the License Software documentation; or (c) where (a) or (b) are not practicable, to terminate the license and call back the Software, in any event, without any reimbursement to Customer.

7.2. Exclusivity: This Section 7 sets forth the exclusive and entire remedy of Customer against Webtesting.io with respect to any action or claim for an alleged infringement of Intellectual Property Rights by the Licensed Software or any component thereof.

7.3. Indemnification by Customer: Customer agrees and undertakes to defend, indemnify and hold Webtesting.io harmless from and against any claim or liability arising out of Customer’s or Customer personnel use of the Licensed Software, including without limitation, arising out of the using the Licensed Software not in compliance with the applicable laws and regulations, or arising out in connection with the content presented by or to Customer’s users, or available to them through the Licensed Software; provided, however, that (1) Webtesting.io shall have given Customer a prompt written notice of such claim, suit, demand, or action; (2) Webtesting.io shall reasonably cooperate with Customer in the defense and settlement thereof at Customer’s expense; and (3) Customer shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof, subject, however, to obtaining the prior written consent of Webtesting.io in the event such settlement or compromise may affect Webtesting.io’ rights or interests in or to the Licensed Software.

8. Term and Termination:

8.1. This Freemium Agreement shall continue in full force and effect for a period of twelve (12) months, and shall automatically renew itself for subsequent consecutive twelve (12) months periods, unless otherwise determined by the parties in writing. Notwithstanding the aforementioned, the Freemium Agreement may at any time be terminated by Webtesting.io immediately, if so indicated by Webtesting.io, or by delivery of a 5-day prior notice to Customer terms.

8.2. Sections 3 (Confidentiality), 5 (Limitation on Liability), 6 (Proprietary Rights), 7 (Indemnification), 10 (Governing Law; Jurisdiction) and 11 (Miscellaneous) shall survive termination and shall remain in full force and effect thereafter.

9. Notices: Any notice required by this Freemium Agreement shall be given in writing by registered mail, facsimile transmission or personal delivery to the addresses of the parties (Customer’s address will be as delivered to Webtesting.io , and shall be deemed to have been delivered five days after the date on which the notice was posted, or in the case of notice by facsimile, 24 hours after dispatch, or in the case of personal delivery, at the time of delivery.

10. Governing Law; Jurisdiction: This Freemium Agreement shall be governed by and construed under the laws of the Commonwealth of Delaware exclusive of its choice of law rules. The competent courts of Delaware USA shall have exclusive jurisdiction with respect to all disputes and differences arising out of or relating to this Freemium Agreement or to its interpretation.

11. Miscellaneous:

11.1. Assistance: The Customer shall grant to Webtesting.io such access to Customer’s premises, and all Customer other means as may be required or appropriate for Webtesting.io to perform its obligations under this Freemium Agreement. The Customer shall furnish and make available such access (remote and other) as required for installation, operation or maintenance of the Licensed Software. The Customer will further grant Webtesting.io such access to information by Customer’s personnel and third party network and other suppliers of Customer as may be necessary to enable Webtesting.io to perform its obligations under this Freemium Agreement.

11.2. Customer’s Responsibility: For avoidance of doubt, the Customer shall be responsible for establishing reasonable backups, accuracy checks, and security precautions to guard against possible malfunction of the Licensed Software, loss of data, or unauthorized access to the Licensed Software.

11.3. Force Majeure: Neither party shall be liable for any costs or damages due to nonperformance under this Freemium Agreement, arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such as an act of God, reason of fire, floods, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.

11.4. Assignment: The Customer may not assign this Freemium Agreement, and any rights or obligation hereunder, in whole or in part without the prior written consent of Webtesting.io, and any attempt by the Customer to so assign this Freemium Agreement shall be deemed null and void. Webtesting.io may transfer its rights and obligations hereunder to a third party that acquires all or substantially all of the assets or securities or Webtesting.io.

11.5. Notices: Notices to either party to this Freemium Agreement shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile before 13:00 hours (EST) and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile after the hour 13:00 hours (EST) and sender receives acknowledgment of receipt. Mail shall be addressed to each Party’s address as first mentioned above, or at such other address as it shall have notified the other pursuant to the provisions of this subsection.

11.6. Entire Agreement: This Freemium Agreement and any orders placed to Webtesting.io by Customer constitute the entire agreement between Webtesting.io and the Customer with respect to the delivery, installation, and operation of the Licensed Software by Webtesting.io and the Customer’s use thereof. In the event of a contradiction between the body of this Freemium Agreement and any one of the exhibits thereto, the provisions contained in any orders placed by Customer shall prevail. This Freemium Agreement may only be amended by a written instrument signed by both parties.

11.7. Press Release and Public Relations: Webtesting.io shall have the right to publicize the fact that it engaged with Customer in this Freemium Agreement, as well as any and all of its designs and evaluation results, by a way of publications, disclosure and presentation to stockholders, potential partners, investors or customers. Any publication by Customer shall be subject to the coordination with Webtesting.io.

11.8. Independent Contractors: The parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.

11.9. Authority to Contract: Each party represents that it has the full power and authority to enter into this Freemium Agreement and to convey the rights herein conveyed. Each party further represents that it has not entered, nor will it enter, into any agreements that would conflict with its obligations hereunder or would render it incapable of satisfactorily performing hereunder.

11.10. No Waiver: Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of this Freemium Agreement. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

11.11. Third Party Software: The Licensed Software may contain software provided by third parties. Such third party’s software shall be subject to the terms, provisions and restrictions set forth in the agreement contained/attached to such software and not to this Freemium Agreement unless specifically stated otherwise.

11.12. Export Laws: The Customer agree that any copy of the Licensed Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Licensed Software is identified as an export controlled item under the Export Laws, the Customer represent and warrant that the Customer are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North Korea) and that the Customer are not otherwise prohibited under the Export Laws from receiving the Licensed Software.

APPENDIX I

CONDITIONS OF THE FREEMIUM LICENSE

The Freemium License is subject to the following conditions and restrictions (in addition to all conditions and restrictions as set forth in the Freemium License Agreement): Freemium License shall only apply to five (5) sites. Customer acknowledges and agrees that support shall be limited, at the sole discretion of Webtesting.io. The Freemium License shall be subject to such other restrictions and limitations as indicated by Webtesting.io from time to time, and as may be published on the Webtesting.io website.

APPENDIX II

THIS AGREEMENT WILL BECOME EFFECTIVE AUTOMATICALLY AND IMMEDIATELY UPON PURCHASE OF THE LICENSED SOFTWARE PLEASE READ THE FOLOWING CONDITIONS CAREFULLY BEFORE YOU PROCEED WITH INSTALLING AND USING THE LICENSED SOFTWARE. BY CLICKING ON THE “I AGREE” BUTTON AND/OR BY DOWNLOADING AND INSTALLING THE LICENSED SOFTWARE, AND/OR OTHERWISE USING THE LICENSED SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (the “AGREEMENT”) AND AGREED TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THAN PLEASE EXIT THE INSTALLATION PROCESS AND DO NOT INSTALL, ACCESS OR USE THE LICENSED SOFTWARE. IF YOU USE THE LICENSED SOFTWARE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THEN BY CLICKING THE “I AGREE” BUTTON, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO BIND THAT ENTITY AND TO ACCEPT THIS AGREEMENT ON ITS BEHALF. THE TERM “YOU” OR “CUSTOMER” OR “LICENSEE” IN THIS AGREEMENT REFERS TO YOU, AN INDIVIDUAL, AND/OR TO THE ENTITY ON WHOSE BEHALF YOU AUTHORIZED THIS AGREEMENT.

1. Definitions For the purposes of this Agreement the terms –

1.1. “Webtesting.io” means Webtesting.io, Inc., a Delaware corporation, having its principal place of business at 85 Wells Ave, Suite 300, Newton MA 02459.

1.2. “Licensed Software” means the Webtesting.io software known by the name Webtesting.io, as provided and released by Webtesting.io, in object code only, any updates and new versions of the Webtesting.io software, as maid available from time to time by Webtesting.io, any third party software provided therewith, and all associated documentation provided with the Licensed Software. Nothing in this Agreement shall be construed as granting rights to any third parties.

2. Grant of License:

2.1. License: Subject to the terms and conditions of this Agreement and payment of license fees, Webtesting.io hereby grants the Customer, and the Customer hereby accept, a non-exclusive, non-transferable, limited and revocable license to use the copy of the Licensed Software for installation on Customer’s computer server for Customer’s internal purposes only.

2.2. Restrictions: Licensee will not, and will not allow, without the express written authorization of Webtesting.io to:

(a) Demonstrate, copy, rent, lease, sell, sublicense, assign, market or otherwise transfer any portion of the Licensed Software to any third party; or

(b) Publish or otherwise disclose or provide information in connection with the Licensed Software, documentation, or any related information including but not limited to information relating to performance or quality of the Licensed Software to any third party; or

(c) Modify, reuse, disassemble, decompile (or attempt to derive the source code of the Licensed Software), reverse engineer or otherwise translate the Licensed Software or any portion thereof, including, without limitation, any software delivered with the Licensed Software, except and only to the extent that this limitation is expressly prohibited by applicable law notwithstanding this limitation; or

(d) Create any software program that links, embeds or makes direct function calls to run time or other components licensed by Webtesting.io from third parties; or

(e) Remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up messages contained in the Licensed Software; or

(f) Permit concurrent use of the Licensed Software with more than one application database schema, unless approved in writing by Webtesting.io or unless additional licenses were purchased;

(g) Remove or attempt to remove or circumvent any security measures installed in the Licensed Software.

(h) Create any derivative works of the Licensed Software. Nothing in this section shall derogate from any of the other Licensee’s obligations and undertakings in this Agreement.

2.3. The Customer may make an additional machine-readable copy of the Licensed Software, and use it for back-up purposes only. The Customer must reproduce on the back-up copy of the License Software all copyright notices and any other proprietary legends appearing on the original copy of the Licensed Software that the Customer have downloaded. The Customer may not sell, lease, rent or otherwise transfer the back-up copy of the License Software to any third party.

2.4. From time to time, upon Webtesting.io’s reasonable request, the Customer will provide Webtesting.io log files generated in Customer’s computer servers, as a result of using the Licensed Software (“Log Files”). Webtesting.io may use the Log Files for internal purposes only, including for debugging, and for monitoring and enhancing the functionality of the Licensed Software. The method and format for transferring log files will be mutually discussed and agreed between the parties.

2.5. Webtesting.io will keep the Log Files confidential, will not transfer them to any third party without Customer written permission, and will permanently delete them when their retention is no longer necessary. Webtesting.io will reasonably safeguard the Log Files from unauthorized, negligent or inadvertent use or disclosure thereof.

3. Consideration:

3.1. Consideration: the license fee for the use of Licensed Software hereunder shall be based on an annual subscription fee as set forth in applicable order placed and/or delivered to Webtesting.io. The Customer shall pay Webtesting.io on the dates and under the terms set forth therein. It is agreed that all past due amounts under this Agreement shall bear interest at the rate of one and a half percent (1.5%) per week, or the maximum rate permitted by law, beginning with the date on which the applicable amount became past due.

3.2. Taxes: All payments under this Agreement are of net income. Customer shall bear all value added, state, local, withholding and other taxes or other charges applicable to the licensing, installation, support, or use of the Licensed Software, or the provision of other services under this Agreement.

4. Confidentiality:

4.1. The parties acknowledge and contemplate the exchange of Confidential Information. Each party shall maintain the other party’s Confidential Information in the strictest confidence, using the same degree of care it uses to protect its own Confidential Information, and at least a reasonable degree of care.

4.2. Without limiting the foregoing, neither party shall disclose Confidential Information to any third party, other than to personnel who have a “need to know”, and only to the extent necessary for the execution of this Agreement. Each party shall be responsible for compliance of its personnel with confidentiality undertakings substantially similar to the provisions of this section 3.

4.3. Neither party shall use the Confidential Information disclosed to it in any way whatsoever other than as necessary for the performance of this Agreement.

4.4. In this Agreement, the term “Confidential Information” shall mean any proprietary information of either party, designated as confidential by such party or of a confidential nature, including but not limited to, all designs, concepts, scientific, algorithmic and structural information; information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever) and the terms and conditions of this Agreement.

4.5. The code of the Licensed Software, pricing information, and any materials, methodology and documentation associated with the Licensed Software, including this Agreement are proprietary and shall be deemed Confidential Information of Webtesting.io, unless they are in the public domain through no default of this Agreement. Licensee must keep them confidential and may not disclose them to any third party. This provision will survive the termination or expiration of this Agreement.

4.6. Webtesting.io may use Customer’s trade name, trade marks and service marks, in promotional material, for the sole purpose of indicating Customer’s use of the Licensed Software and provided that Webtesting.io will not use Customer’s name and marks in such way that suggests an endorsement or sponsorship of Webtesting.io or the Licensed Software by the Customer. The Customer will reasonably cooperate with Webtesting.io in promoting the Licensed Software, including by conducting conversations with potential clients and investors that Webtesting.io refers to the Customer.

5. Warranty:

5.1. Webtesting.io warrants for Customer’s benefit only that for a period of ninety (90) days following the date this Agreement is entered into effect (upon subscription of the Licensed Software) and provided that this Agreement is not terminated at the end of that term (“Warranty Period”), the Licensed Software, if operated as directed and for purposes for which it was designed, will perform in substantial compliance with it’s specifications (as and when applicable). Webtesting.io’s sole obligation under the warranty herein shall be, at Webtesting.io’s sole discretion: (i) to replace or repair the Licensed Software, free of charge; or (ii) to refund the fees the Customer paid for the Customer’s first license period and not more than yearly license fees. Any replaced or substituted license or Licensed Software will be warranted for the remainder of the original Warranty Period. Warranty claims must be made in writing during the Warranty Period and within seven (7) days of the observation of the defect accompanied by evidence satisfactory to Webtesting.io.

5.2. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION, AND ANY ADDITIONAL WARRANTY THAT THE CUSTOMER PURCHASE, SUBJECT TO THE TERMS OF THE ADDITIONAL WARRANTY, THE LICENSED SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WEBTESTING.IO DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET CUSTOMER REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, WEBTESTING.IO EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER AGREE AND ACKNOWLEDGE THAT THE USE OF THE LICENSED SOFTWARE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT CUSTOMER’S OWN RISK. NO DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE OF WEBTESTING.IO IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. This warranty is void if any modifications are made to the Licensed Software or to any component thereof during the warranty period; if the Licensed Software is subjected to accident, abuse, or improper use; or if the Customer violate the terms of this Agreement.

5.3. THE CUSTOMER ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS INHERENTLY COMPLEX AND MAY THEREFORE NOT BE COMPLETELY FREE OF ERRORS. THE CUSTOMER FURTHER ACKNOWLEDGE THAT THE PERFORMANCE OF THE LICENSED SOFTWARE MAY BE AFFECTED BY ANY NUMBER OF FACTORS, INCLUDING WITHOUT LIMITATION, TECHNICAL FAILURE OF THE LICENSED SOFTWARE, ACTS OR OMISSIONS OF THIRD PARTIES AND OTHER CAUSES REASONABLY BEYOND THE CONTROL OF WEBTESTING.IO. BY USING THE LICENSED SOFTWARE THE CUSTOMER DECLARE THAT THE CUSTOMER ACCEPT THESE FACTS AND THEIR CONSEQUENCES. Nothing contained in this Agreement shall be construed as (a) a warranty or representation that use of the Licensed Software will be free from infringement of copyrights, patents or other rights of third parties; or (b) conferring by implication, estoppel, or otherwise, upon either party, any right to services, license or other right except the services and/or licenses and rights expressly granted in this Agreement; or (c) a warranty or representation that Customer or any other entity, will be able to use the Webtesting.io Licensed Software for any purpose.

6. Limitation of Liability:

6.1. WEBTESTING.IO, ITS OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO THE CUSTOMER, OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, AND INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS AND OR GOODWILL, SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED TO DELIVERY, INSTALLATION, USE, PERFORMANCE OF OR INABILITY TO USE THE LICENSED SOFTWARE AND/OR ANY OF ITS COMPONENTS, CUSTOMIZATIONS, DEVELOPMENTS OR MODIFICATIONS, WHETHER FORESEEABLE OR NOT, EVEN IF WEBTESTING.IO, OR ANY ONE ON ITS BEHALF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO WAY LIMITING THE FOREGOING AND TO THE FULL EXTENT PERMITTED BY LAW, WEBTESTING.IO WILL NOT BE LIABLE FOR NEGLIGENCE WITH RESPECT TO THE DESIGN OF THE WEBTESTING.IO LICENSED SOFTWARE AND WILL NOT BE LIABLE UNDER ANY STRICT LIABILITY CLAIMS CONCERNING THE LICENSED SOFTWARE.

6.2. IN ANY EVENT WEBTESTING.IO’S TOTAL LIABILITY SHALL NOT EXCEED THE PRICE PAID TO WEBTESTING.IO FOR AN ANNUAL LICENSE TO USE THE LICENSED SOFTWARE OR TWENTY FIVE THOUSAND UNITED STATES DOLLARS (US$ 25,000), WHICHEVER IS LOWER. Nothing in this Agreement limits the liability of Webtesting.io in the event of death or personal injury resulting from negligence or from fraud of Webtesting.io. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the transaction between Webtesting.io and the Customer. The Customer acknowledges that Webtesting.io and/or its reseller would not have entered into this Agreement absent such limitations. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to the Customer. However, Webtesting.io otherwise disclaims and/or limits liability to the extent fully allowed under applicable law.

7. Proprietary Rights:

7.1. All Webtesting.io Intellectual Property Rights shall be the sole property of Webtesting.io and except for the licenses granted hereunder, Licensee shall have no rights or claims to the Licensed Software (or any derivatives thereof) or any intellectual property in connection therewith. Nothing in this Agreement is intended to grant any rights or license under any patent, copyright, or other intellectual property right of Webtesting.io to Licensee and/or to any other party, nor shall this Agreement grant the Licensee any rights in or to the Webtesting.io Intellectual Property Rights, except for the limited right to use such Webtesting.io Intellectual Property Rights solely for the purpose specified hereinabove. For the purpose of this agreement, the term “Webtesting.io Intellectual Property Rights” shall mean any and all intellectual property rights in connection with the Licensed Software, including, without limitation, the worldwide rights, whether or not perfected, associated with: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) any invention, discovery, concept, composition, data, experiment, material, method, process, product and result; (c) patents, patent applications and all related continuations, divisional, reissue, utility models, design patents, applications and registrations thereof, certificates of inventions; (d) trade secrets, confidential information, know-how, designs, prototypes, enhancements, improvement, work-in progress, research and development information; (e) trade marks, trade marks applications, trade names, logos, product names, product manuals, training materials, documentation and other support materials, whether or not patented, copyrighted or trademarked; (f) software, firmware, network or product architectures, specifications, drawings, flow charts; and (g) all other proprietary rights relating to the foregoing. Inasmuch as Licensee and/or any on its behalf shall discover, conceive or develop (or have developed) any concepts, know-how, technologies, processes or products in connection with or as a result of the use of the Licensed Software (“Webtesting.io’s Work Product“), such shall be deemed Webtesting.io’s Property and Licensee hereby irrevocably: (i) assigns to Webtesting.io, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, that Licensee may have in or to Webtesting.io’s Work Product and related intellectual property rights; and (ii) agrees, to take any lawful action, which Webtesting.io reasonably requests to vest or protect Webtesting.io’s right, title and interest in and to Webtesting.io’s Work Product (at Webtesting.io’s reasonable cost).



7.2. Customer shall cooperate with Webtesting.io in protecting the rights of Webtesting.io in the Licensed Software and Confidential Information. Without limiting the foregoing, Customer agrees to notify Webtesting.io promptly in the event that the Customer becomes aware of any infringement of such rights. Webtesting.io shall exclusively have the right, in its sole discretion, to prosecute lawsuits against any party for infringement of the rights of Webtesting.io in the Licensed Software and Confidential Information. The Customer agrees to fully cooperate with Webtesting.io, at the expense of Webtesting.io, in the prosecution of any such suit.

8. Indemnification:

8.1. Indemnification by Webtesting.io: Webtesting.io agrees to defend, indemnify and hold Customer harmless from and against any claim or suit alleging that the Licensed Software infringes upon third parties’ Intellectual Property Rights, and to pay all costs, settlements, or judgments finally awarded; provided, however, that (1) Customer shall have given Webtesting.io a prompt written notice of such claim, suit, demand, or action; (2) Customer shall reasonably cooperate with Webtesting.io in the defense and settlement thereof at the expense of Webtesting.io; and (3) Webtesting.io shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. The foregoing shall not apply to the extent that the infringement arises: (i) from the use of the Licensed Software in a manner for which it was not intended, or (ii) not in compliance with the documentation provided by Webtesting.io therewith, or (iii) where the infringement results from the combination of the Licensed Software or other third party’s equipment or systems, where the Licensed Software standing alone, would not have infringed upon third party’s rights. In the event that an injunction is obtained against the Customer’s use of the Licensed Software arising from a suit, claim or proceeding, or if Webtesting.io anticipates that there is a likelihood of a claim of infringement, or determines that the following steps will assist in defending or settling a claim, suit, demand or action, Webtesting.io shall, at its option and expense, either (a) procure for Customer the right to continue using the Licensed Software; or (b) replace or modify the same so that it no longer infringes upon such Intellectual Property Rights, so long as the utility or performance of the Licensed Software is not adversely affected by such replacement or modification and the Licensed Software continues to substantially conform to the License Software documentation; or (c) where (a) or (b) are not practicable, to terminate the license and call back the Software, and to reimburse to Customer the license fees under this Agreement.

8.2. Exclusivity: This Section 7 sets forth the exclusive and entire remedy of Customer against Webtesting.io with respect to any action or claim for an alleged infringement of Intellectual Property Rights by the Licensed Software or any component thereof.

8.3. Indemnification by Customer: Customer agrees and undertakes to defend, indemnify and hold Webtesting.io harmless from and against any claim or liability arising out of Customer’s or Customer personnel use of the Licensed Software, including without limitation, arising out of the using the Licensed Software not in compliance with the applicable laws and regulations, or arising out in connection with the content presented by or to Customer’s users, or available to them through the Licensed Software; provided, however, that (1) Webtesting.io shall have given Customer a prompt written notice of such claim, suit, demand, or action; (2) Webtesting.io shall reasonably cooperate with Customer in the defense and settlement thereof at Customer’s expense; and (3) Customer shall have sole control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof, subject, however, to obtaining the prior written consent of Webtesting.io in the event such settlement or compromise may affect Webtesting.io’ rights or interests in or to the Licensed Software.

9. Term and Termination:

9.1. This Agreement shall continue in full force and effect for a period of twelve (12) months, unless otherwise determined by the parties in writing or terminated, and shall automatically renew itself for subsequent consecutive twelve (12) months periods, subject to Webtesting.io receiving payment for the additional license terms.

9.2. Without derogating from anything in this Agreement, if any of the terms and conditions of this Agreement are breached by Licensee and are not remedied within 14 days of written notice by Webtesting.io (subject to Webtesting.io’s ability to know of the breach and only if the breach is capable of being remedied), Webtesting.io may terminate this Agreement, in addition to any other legal rights and remedies Webtesting.io may have. Upon termination of this Agreement, for any reason, Licensee shall cease using, and erase or destroy, the Licensed Software and all copies thereof. Webtesting.io may request Licensee to provide a declaration signed by the Licensee attesting that Licensee ceased using the Licensed Software and that all copies of the Licensed Software have been destroyed. For the removal of doubt, the provisions of this Agreement, which protect the proprietary rights of Webtesting.io or which pertain to limitation of liability and/or exclusivity of warranty and/or remedies, shall survive the termination of this Agreement.

9.3. Sections 3 (Confidentiality), 6 (Limitation on Liability), 6 (Proprietary Rights), 7 (Indemnification), 10 (Governing Law; Jurisdiction) and 11 (Miscellaneous) shall survive termination and shall remain in full force and effect thereafter.

10. Notices: Any notice required by this Agreement shall be given in writing by registered mail, facsimile transmission or personal delivery to the addresses of the parties (Customer’s address will be as delivered to Webtesting.io , and shall be deemed to have been delivered five days after the date on which the notice was posted, or in the case of notice by facsimile, 24 hours after dispatch, or in the case of personal delivery, at the time of delivery.

11. Governing Law; Jurisdiction: This Agreement shall be governed by and construed under the laws of the Commonwealth of Delaware exclusive of its choice of law rules. The competent courts of Delaware USA shall have exclusive jurisdiction with respect to all disputes and differences arising out of or relating to this Agreement or to its interpretation.

12. Miscellaneous:

12.1. Assistance: The Customer shall grant to Webtesting.io such access to Customer’s premises, and all Customer other means as may be required or appropriate for Webtesting.io to perform its obligations under this Agreement. The Customer shall furnish and make available such access (remote and other) as required for installation, operation or maintenance of the Licensed Software. The Customer will further grant Webtesting.io such access to information by Customer’s personnel and third party network and other suppliers of Customer as may be necessary to enable Webtesting.io to perform its obligations under this Agreement.

12.2. Customer’s Responsibility: For avoidance of doubt, the Customer shall be responsible for establishing reasonable backups, accuracy checks, and security precautions to guard against possible malfunction of the Licensed Software, loss of data, or unauthorized access to the Licensed Software.

12.3. Force Majeure: Neither party shall be liable for any costs or damages due to nonperformance under this Agreement, arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such as an act of God, reason of fire, floods, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.

12.4. Assignment: The Customer may not assign this Agreement, and any rights or obligation hereunder, in whole or in part without the prior written consent of Webtesting.io, and any attempt by the Customer to so assign this Agreement shall be deemed null and void. Webtesting.io may transfer its rights and obligations hereunder to a third party that acquires all or substantially all of the assets or securities or Webtesting.io.

12.5. Notices: Notices to either party to this Agreement shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile before 13:00 hours (EST) and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile after the hour 13:00 hours (EST) and sender receives acknowledgment of receipt. Mail shall be addressed to each Party’s address as first mentioned above, or at such other address as it shall have notified the other pursuant to the provisions of this subsection.

12.6. Entire Agreement: This Agreement and any orders placed to Webtesting.io by Customer constitute the entire agreement between Webtesting.io and the Customer with respect to the delivery, installation, and operation of the Licensed Software by Webtesting.io and the Customer’s use thereof. In the event of a contradiction between the body of this Agreement and any one of the exhibits thereto, the provisions contained in any orders placed by Customer shall prevail. This Agreement may only be amended by a written instrument signed by both parties.

12.7. Press Release and Public Relations: Webtesting.io shall have the right to publicize the fact that it engaged with Customer in this Agreement, as well as any and all of its designs and evaluation results, by a way of publications, disclosure and presentation to stockholders, potential partners, investors or customers. Any publication by Customer shall be subject to the coordination with Webtesting.io.

12.8. Independent Contractors: The parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.

12.9. Authority to Contract: Each party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed. Each party further represents that it has not entered, nor will it enter, into any agreements that would conflict with its obligations hereunder or would render it incapable of satisfactorily performing hereunder.

12.10. No Waiver: Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any breach by the other party of any terms or provisions of this Agreement. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

12.11. Third Party Software: The Licensed Software may contain software provided by third parties. Such third party’s software shall be subject to the terms, provisions and restrictions set forth in the agreement contained/attached to such software and not to this Agreement unless specifically stated otherwise.

12.12. Export Laws: The Customer agree that any copy of the Licensed Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Licensed Software is identified as an export controlled item under the Export Laws, the Customer represent and warrant that the Customer are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North Korea) and that the Customer are not otherwise prohibited under the Export Laws from receiving the Licensed Software.