THIS END USER LICENSE AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS TO AND USE OF CIELOVISION® INTELLIGENT SIGNAGE PLATFORM (“PLATFORM”) AND ASSOCIATED TOOLS, WHERE “TOOLS” MEANS CIELO’S AND ITS LICENSORS’ AI ANALYTICS, COMPUTER VISION, AND AUTOMATION TOOLS USED IN OR ASSOCIATED WITH THE PLATFORM.  “YOU” AND “YOUR” INCLUDES YOUR EMPLOYER.  THIS AGREEMENT DOES NOT MODIFY OR REPLACE ANY OTHER AGREEMENT YOU HAVE (A) WITH CIELO (E.G., CUSTOMER AGREEMENT), OR (B) WITH THIRD PARTIES THAT GOVERN CERTAIN TOOLS, PORTIONS, OR COMPONENTS OF THE PLATFORM, THE APPLICABLE TERMS OF WHICH WILL CONTINUE TO GOVERN FOR ALL SUCH SUBJECT MATTER. 

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CIELO AND IS IN ADDITION TO ANY OTHER AGREEMENTS EXISTING BETWEEN YOU AND CIELO.  THIS AGREEMENT SHALL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM, AS WELL AS ANY MANUALS, GUIDES, INSTRUCTIONS, DESCRIPTIONS, SPECIFICATIONS OR OTHER MATERIALS, IN HARD COPY OR ELECTRONIC FORM, DESCRIBING OR RELATING TO THE USE OF THE PLATFORM (THE “DOCUMENTATION”), BUT NOT INCLUDING ANY THIRD PARTY SOFTWARE OR COMPONENTS, SUCH AS CONTENT MANAGEMENT PLATFORMS, OPEN SOURCE SOFTWARE, OR OTHER MATERIALS (“THIRD PARTY COMPONENTS”).  

ALL THIRD PARTY COMPONENTS, INCLUDING ANY OPEN SOURCE COMPONENTS, USED WITH OR AVAILABLE THROUGH THE PLATFORM, ARE SUBJECT TO THEIR APPLICABLE LICENSE TERMS, NOTICES, AND ACKNOWLEDGEMENTS.  SUCH TERMS, NOTICES, AND ACKNOWLEDGEMENTS FOR OPEN SOURCE COMPONENTS ARE MADE AVAILABLE TO YOU UPON YOUR REQUEST. ALL DOCUMENTATION FOR THE THIRD PARTY/OPEN SOURCE COMPONENTS, IF ANY, WILL BE PROVIDED UPON REQUEST BY YOU (REQUESTS CAN BE MADE TO [SUPPORT@CIELO.COM]. TO THE EXTENT THE TERMS OF ANY LICENSE FOR AN OPEN SOURCE OR OTHER THIRD PARTY COMPONENT DIFFER FROM THOSE PROVIDED UNDER THIS AGREEMENT, THE LICENSE APPLICABLE TO THAT COMPONENT SHALL CONTROL SOLELY AS TO THAT COMPONENT.  

TO THE EXTENT THIS AGREEMENT IS CONSIDERED TO BE AN OFFER BY CIELO, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. ANY TERMS IN ANY PURCHASE ORDER OR OTHER DOCUMENTATION ISSUED UNILATERALLY BY OR ON BEHALF OF YOU THAT CONTAIN ADDITIONAL OR CONFLICTING TERMS OR PURPORTS TO REPLACE, REJECT, MODIFY OR BE A COUNTEROFFER TO THIS AGREEMENT ARE EXPRESSLY REJECTED AND ARE VOID. 

BY CHECKING THE BOX AND CLICKING “CONTINUE,” YOU CONFIRM THAT YOU HAVE READ AND AGREE TO THE TERMS OF THIS AGREEMENT, AND THAT YOUR ACTION CONSTITUTES A LEGALLY BINDING ACCEPTANCE EQUIVALENT TO A MANUAL SIGNATURE. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK “CANCEL” AND DO NOT ACCESS OR USE THE PLATFORM.

1. License Grant. Subject to the terms and conditions of this Agreement, including Section 2 below, CIELO grants You the following license (“Limited License”): A limited, non-exclusive, fee-bearing, revocable, non-transferable, non-sublicensable, license to access and use the Platform, including the Tools and Reports, solely for Your or, if You are an individual entering into this agreement on behalf of an organization, Your internal business purposes for so long as You are [employed by or associated with] a current CIELO customer, as determined by CIELO, and agree to abide by the terms of this Agreement. Without limiting the foregoing, You may not use the Platform to offer products and services that compete with those offered by CIELO. Your right to use the Platform includes the right to [view, display, access, print, reproduce and modify reports, videos, results, actionable intelligence, and other data available via the Platform], which was provided by You, relates to Your specific business activities, or was generated at Your request or on Your behalf by CIELO (collectively, the “Reports”). Reports do not include (a) Tools or data owned by any third parties, or (b) CIELO’s proprietary Tools, information, methodologies, or algorithms for generation and delivery of the Reports, including, but not limited to, [document templates, report formats, processes, algorithms, techniques, services, technology, software or project tools, and related intellectual property and other proprietary rights] (collectively, “CIELO IP”). In the event any CIELO IP is required to use the Platform or Reports, such limited use is granted to You solely within the scope of the Limited License. In the event any third-party software, hardware, firmware, or applications are necessary to access or use the Platform or any content available through the Platform, use of such third-party content may be subject to additional terms and conditions to which You agree. In the event of a conflict between such third-party terms and this Agreement, the third-party terms will control only as to any such software or applications. You are responsible for obtaining and maintaining any third-party software that You require to have full access and use of the Reports should You download a copy. For example, the Reports may be made available in Microsoft® PowerPoint, Word or Excel formats, and CIELO is not responsible for ensuring that You have the proper rights or licenses to use such programs to view or edit the Reports after You download them. The Platform is owned by CIELO and its licensors/suppliers, is copyrighted and protected by other intellectual property and proprietary rights, and licensed – not sold – to You.
2. Restrictions on Use. You will not use the Platform, including the Tools, Documentation, or Reports for any purposes beyond the scope of the Limited License granted to You in Section 1 of this Agreement. Without limiting the generality of the foregoing, You will not:

1. circumvent any technological measure that controls access to the Platform, Tools, Documentation, or Reports;
2. use the Platform, Tools, Documentation, or Reports, in whole or in part, in any way or manner to provide goods or services for the benefit of, or on behalf of, any third party;
3. copy, reproduce, distribute, republish, download, display, post or transmit the Platform, Tools, Documentation, or Reports (or any component thereof), in any form or by any means, including electronic, mechanical, photocopying, recording, or other means, except as expressly permitted under Your Limited License;
4. modify or create any derivative works of the Platform, Tools, Documentation, or Reports (or any component thereof) except with respect to making copies of the Reports as allowed in the Limited License;
5. introduce or distribute viruses or any other technologies that may harm CIELO, its licensors/suppliers, or the interests or property of any other Platform users;
6. decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Platform, Tools, Documentation, or Reports are compiled or interpreted (You hereby acknowledge and agree that nothing in this Agreement shall be construed to grant You any right to access, obtain, or use such source code);
7. interfere with or disrupt the Platform, Tools, Documentation, or Reports, or associated servers or networks, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform, Tools, Documentation, or Reports; 
8. place an unreasonable demand on the Platform, Tools, Documentation, or Reports, or their infrastructure;
9. disclose proprietary elements or contents of the Platform, Tools, Documentation, or Reports  (except for Your Reports) unless authorized to do so by CIELO in writing and You agree to use Your best efforts to prevent and protect such contents from unauthorized disclosure or use; 
10. modify, remove, or obstruct any proprietary notices or labels in, on or otherwise associated with, the Platform, Tools, Documentation, or Reports;
11. violate any license terms or restrictions associated with Third Party Components, including any third party platforms, applications, or open source components;
12. use the Platform, Tools, Documentation, or Reports in any manner to assist or take part in the development, marketing, or sale of a product and/or service potentially competitive with CIELO’s products or services, including the Platform or Tools; or
13. use CIELO’s name, logo, or other trademarks without the prior written approval of CIELO. 

You agree to undertake all measures necessary to ensure that Your uses of the Platform, including the Tools and Reports, comply in all respects with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over You or Your activities. Without limiting the foregoing, You agree You will not use the Platform or Tools in a manner that violates any advertising, promotional, marketing, endorsement, consumer protection, data privacy/security or other applicable laws and regulations.

1. 1. Data. 
      1. Your Data.  You agree that You are solely responsible for the legality and accuracy of any and all information input by or for You or otherwise provided or made available to CIELO for use in conjunction with the Platform, including to provide any services to You (the “Your Data”). You agree that Your Data shall not include, and You shall not provide or make available to CIELO, anything information or material that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, violates the privacy rights of any third party, or contains anything that is obscene, defamatory, harassing, offensive or malicious. As between You and CIELO, You retain any intellectual property rights in Your Data and hereby grant CIELO a perpetual, non-exclusive, royalty-free, fully paid, worldwide license, under any and all of Your Data and such intellectual property rights to the extent necessary for CIELO to provide You access to and use of the Platform, the Reports or other services You may request or receive via or utilizing the Platform, including without limitation, the rights to use and display Your Data to provide You the Reports or other services You may request from time to time, for CIELO to train and improve the Platform, its Tools and related components, and to otherwise discharge CIELO’s obligations hereunder. You also authorize CIELO to sublicense those rights to its contractors and/or business partners who help CIELO provide the Platform, the Documentation, the Reports or other services You may request or receive via or utilizing the Platform.
      2. CIELO Data.  CIELO shall retain and otherwise own all right, title and interest in and to all data (other than Your Data) used with or provided to or by the Platform, including the Tools and the Reports (“CIELO Data”), and all intellectual property or other proprietary rights therein and thereto. For avoidance of doubt, subject only to compliance with applicable law, You acknowledge and agree that CIELO Dat may include data CIELO may extract or otherwise produce or obtain resulting from or in connection with Your access to and use of the Platform, and that such CIELO Data may be used by CIELO for any purpose permitted under applicable law, including training, analysis, improvements, and research and development of current, pending, and future products and services.
   2. Feedback.  You may provide suggestions, comments, proposed requirements, requests, or other feedback to CIELO with respect to the Platform, the Tools, the Documentation, or the Reports (collectively, “Feedback”). You hereby acknowledge and agree that: (a) You are not required to provide any Feedback to CIELO; (b) You hereby assign to CIELO, and CIELO will own, any such Feedback, without the payment of additional consideration to You; (c) the Feedback will constitute CIELO Confidential Information; (d) CIELO may reproduce, republish, modify, distribute, display, perform, transmit, sell, or otherwise use any such Feedback, in its sole discretion, for any commercial or non-commercial purposes, without attribution; and (e) if You do not have the full rights to assign any specific Feedback to CIELO as required hereunder, (i) You shall not provide any such Feedback to CIELO, and (ii) if such Feedback is nonetheless provided to CIELO, You agree to indemnify and hold harmless CIELO for any consequences that result directly or indirectly from CIELO’s receipt or use of such Feedback.
   3. Improvements. From time to time, You may request in writing for CIELO to provide some additional improvement, enhancement or customization of the Platform, the Tools, the Documentation, or the Reports, including new, enhanced and/or customized features or functionality thereof (each an “Improvement”).  CIELO will determine in its sole discretion whether to provide any such requested Improvement, and, if provided, under what terms it will be provided to You.
   4. Ownership. CIELO reserves, retains, and otherwise owns, all right, title and interest in and to the Platform, its Tools, the Documentation, the CIELO Data, the Feedback, and the CIELO IP, together with any and all Improvements, updates and other modifications to the foregoing, but not to any Third Party Components (e.g., third party accounts or open source components) within, used with, or made available through, the Platform or Tools.  Ownership of any Third Party Components shall remain with the respective licensor/owners of same, per the terms of their access and use.  You acknowledge that You neither own nor acquire any rights in any of the foregoing not expressly granted by this Agreement. CIELO reserves all rights not expressly granted in this Agreement.
   5. Password and Security. A user ID and password, along with enhanced security measures (e.g., multi-factored authentication), are required to access the Platform. You have the option to change Your password and should do so to reasonably maintain its confidentiality.  You are solely responsible for maintaining the confidentiality of any user ID and password You use to access the Platform and are fully responsible for all activities that occur using Your password or account. You agree (i) to notify CIELO immediately of any unauthorized use of Your password or account or any other breach of security, and (ii) to ensure that You completely exit from Your access to the Platform when You are finished. CIELO shall not be liable to You or any other person or entity for any loss or damage arising from Your failure to comply with this Section 7.
   6. Third-Party Offerings. You may be able to access hardware, software, firmware, websites, content, or services provided by third-parties through the Platform (“Third-Party Offerings”). Unless CIELO otherwise informs You, Your use of any such Third-Party Offerings is not required in order to access and/or use the Platform, Tools, Documentation, or Reports. If You elect to use such Third-Party Offerings, and/or if You elect to ‘click’ on a link or button, or otherwise reach out to a third party regarding a Third-Party Offering made known to You via the Platform, Tools, Documentation, or Reports, You understand and agree that (1) Your use of any such Third-Party Offering may be subject to any terms and conditions required by the applicable third-party provider(s), and (2) Your selection and use of any such Third Party Offering will be Your sole responsibility and at Your sole risk. CIELO is not responsible for and has no control over Third-Party Offerings. The fact that CIELO may provide a link to or otherwise refer to a Third-Party Offering, is not an endorsement or representation of any affiliation with that third party.
   7. Changes.  CLIEO retains the right, in its sole and absolute discretion, at any time, and from time to time, to implement new versions of the Platform, the Tools, the Documentation, and/or the Reports, or additions, features, modifications, or enhancements thereto or any part or component contained therein, all of which may be implemented by CIELO from time to time in its sole discretion.  Any such modification or change shall take effect upon the date determined by CIELO.
   8. Discontinuation.  CIELO shall also have the right, in its sole and absolute discretion, at any time, and from time to time, to discontinue providing the Platform, the Tools, the Documentation, and/or the Reports, in whole or in part, upon notice to You.    
   9. Term and Termination. CIELO may suspend Your access to the Platform at any time, for any reason [permitted in the Customer Agreement governing your access and use of the Platform. The Limited License granted in Section 1 will terminate automatically in the event that (a) You are no longer employed by or otherwise affiliated with a registered customer of CIELO, as determined by CIELO; or (b) if You fail to comply with the terms and conditions of this Agreement (or any related Agreement), as determined by CIELO. You agree that, upon any such suspension or termination, You will stop all access to and use of the Platform. Sections 2, 3, 4, 5, 6, 11, 12, 13 through 18, and 20 of this Agreement shall survive the termination of this Agreement for any reason.
   10. Privacy. The terms of CIELO’s Privacy Policy, available at www.cielovision.com/privacy-policy.com, are incorporated into this Agreement by reference. 
   11. Your Representations and Warranties.  You represent and warrant that (a) You have obtained (and will maintain throughout the Term) all consents and approvals necessary for the provision and use of all of Your Data with the Platform, Tools, Documentation, and Reports; and(b) Your provision and use of Your Data as contemplated by this Agreement, including in connection with the Platform, Tools, Documentation, and Reports, does not and shall not violate any privacy policy, terms-of-use, or other agreement to which You are a party or any law or regulation.
   12. Disclaimer of Warranty. THE PLATFORM, TOOLS, DOCUMENTATION, REPORTS, CIELO DATA, AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE FOREGOING, AS WELL AS ANY THIRD PARTY COMPONENTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CIELO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, NON INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. NO WARRANTY IS MADE BY CIELO ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CIELO DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM, TOOLS, DOCUMENTATION, REPORTS, CIELO DATA, OR OTHER INFORMATION, CONTENT AND MATERIALS PROVIDED WITH OR THROUGH THE PLATFORM, INCLUDING ANY THIRD PARTY COMPONENTS, WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS FREE. CIELO MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CORRECTNESS, OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, VIDEO, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF THE PLATFORM, INCLUDING ANY THIRD PARTY COMPONENTS. THE SUBMISSION OF ANY YOUR DATA OR PERSONAL CONTENT IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD, UPLOAD, OR ACCESS TO OR USE OF ANY SUCH MATERIAL. CIELO RESERVES THE RIGHT TO MODIFY, DELETE OR UPDATE THE PLATFORM, TOOLS, DOCUMENTATIoN, REPORTS, CIELO DATA, AND OTHER INFORMATION, CONTENT AND MATERIAL IT MAKES AVAILABLE WITH OR THROUGH THE PLATFORM, INCLUDING ANY THIRD PARTY COMPONENTS, AT ITS SOLE DISCRETION. WITHOUT LIMITING THE FOREGOING, CIELO DOES NOT WARRANT THAT THE PLATFORM, TOOLS, DOCUMENTATION, REPORTS, CEILO DATA, OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT, INCUDING ANY THIRD PARTY COMPONENTS, OR RESULTS ARISING FROM YOUR USE OF SAME, WILL MEET YOUR REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

• LIMITATION OF REMEDIES. IN NO EVENT SHALL CIELO BE LIABLE FOR ANY CLAIMS OR LOSSES WHATSOEVER OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, AND WHETHER ARISING FROM AN ACTION IN CONTRACT, TORT, OR OTHERWISE, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM (INCLUDING ANY THIRD PARTY COMPONENTS), TOOLS, DOCUMENTATION, REPORTS, OR CIELO DATA. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM (INCLUDING ANY THIRD PARTY COMPONENTS), TOOLS, DOCUMENTATION, REPORTS, AND CIELO DATA IS AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, SELECTION, USE, OR INABILITY TO USE THE PLATFORM (OR ANY THIRD PARTY COMPONENTS), TOOLS, DOCUMENTATION, REPORTS, OR CEILO DAT, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, DATA BREACH, DATA LOST, SECURITY ISSUES, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY TYPE OF DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH SELECTION, USE OR INABILITY TO USE, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF CIELO WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CIELO TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED $100 USD. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND CIELO RELATING TO THE PROVISION OF THE PLATFORM (INCLUDING ANY THIRD PARTY COMPONENTS), TOOLS, DOCUMENTATION, REPORTS, AND CIELO DATA TO YOU, AND CIELO WOULD NOT PROVIDE THE FOREGOING TO YOU WITHOUT THIS LIMITATION. YOUR SOLE REMEDY FOR ANY CLAIMS IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE PLATFORM (INCLUDING ANY THIRD PARTY COMPONENTS) AND THE RELATED TOOLS, DOCUMENTATION, REPORTS, CIELO DATA< AND OTHER CONTENT AND SERVICES. THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

1. Indemnification. YOU HEREBY AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT CIELO’S SOLE OPTION, DEFEND CIELO (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY COMPONENT PROVIDERS) FROM AND AGAINST ALL DAMAGES LIABILITIES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OR RESULTING FROM YOUR VIOLATION OF THIS AGREEMENT OR YOUR USE OR RELIANCE ON THE PLATFORM (INCLUDING ANY THIRD PARTY COMPONENTS), TOOLS, DOCUMENTATION, REPORTS, CIELO DATA, OR ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE PLATFORM, TOOLS, DOCUMENTATION, OR REPORTS.
2. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF TEXAS, WITHOUT REFERENCE TO CONFLICTS-OF-LAWS PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT. FOR PURPOSES OF ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES AND THE STATE AND FEDERAL COURTS LOCATED IN DALLAS COUNTY, TEXAS, U.S.A. YOU IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREE THAT PROCESS MAY BE SERVED ON YOU IN THE MANNER PROVIDED HEREIN FOR GIVING NOTICES OR OTHERWISE AS ALLOWED BY U.S. STATE AND FEDERAL LAW.
3. Export Controls. The Platform (including any Third Party Components), Tools, Documentation, Reports, CIELO Data, and the underlying information and technology, may not be downloaded or otherwise exported or reexported in violation of applicable law, including with respect to the United States (i) into any country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By accessing or using the Platform, You are agreeing to abide by applicable law with respect to export controls that govern You, including the foregoing and You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
4. Transfer; Assignment. You may not transfer, assign or delegate this Agreement or any of the related rights or obligations for any reason, including by operation of law, without CIELO’s prior written consent, in each instance. Any attempt to make any such transfer, assignment, or delegation shall be void.
5. Miscellaneous. You agree that for purposes of this Agreement You and CIELO are independent contractors and not employees, partners, joint venturers or agents of one another. You represent that you have the right to bind yourself and Your employer to this Agreement.  You acknowledge that CIELO will have the right to seek an injunction if necessary to prevent a breach of Your obligations hereunder. In the event that CIELO prevails in any proceeding or lawsuit brought by either Party in connection with this Agreement, CIELO will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal. Except as expressly provided in this Agreement, waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement, understanding and representations, expressed or implied, of CIELO and You with respect to the subject matter described herein, and supersede all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, solely with respect to such subject matter.