END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ANDROMEDA SECURITY, INC. (“ANDROMEDA SECURITY”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH ANDROMEDA SECURITY WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“LICENSEE”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA COMPANY’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY LICENSOR SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

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

1.2 "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

1.3 "Documentation" means Andromeda Security's user manuals, handbooks, and guides relating to the Services provided by Andromeda Security to Customer either electronically or in hard copy form.

1.4 "Andromeda Security IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Andromeda Security IP includes any information, data, or other content derived from Andromeda Security's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

1.5 “Identities” is a pricing metric agreed upon between Andromeda Security and Licensee, which forms the basis for the licensing Fees (as defined below) and is set forth on an Order Form. An Identity is a unique user identifier listed in the Customer’s HR Information System(s) or Identity Provider (IdP) application(s). An NHI (non-human identity) is a digital identity linked to an application or service, empowering it to execute actions on target systems or resources.

1.6 “Integrations” are end-point connections to an instance of a database, application, or API for use with the Service. Integrations are set forth in the Order form and, along with Identities, form the basis for the Fee.

1.7 “Order Form” means the Order Form (including attachments thereto) which are provided by Andromeda Security to Customer pursuant to this Agreement and executed by the parties, as such schedule may be amended in writing from time to time  by the parties.

1.8 "Services" means the software-as-a-service product offering described in an order form as updated from time-to-time by Andromeda Security in its sole discretion.

1.9 "Third-Party Products" means any third-party products provided with or incorporated into the Services.

2.1 Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all the terms and conditions of this Agreement, Andromeda Security hereby grants Customer a non-exclusive, limited, non-transferable (except in compliance with Section 12.7), royalty free, worldwide right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Customer is granted a perpetual, irrevocable license to use any data, reports, analysis, or other content that results from Customer’s use of the Services.

2.2 Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Without limiting the generality of the foregoing, Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) publicly disclose the results of any benchmarking of the Services against any competing products or services; or (vii) use the Services for the purpose of developing a product or service that may be competitive with the Services.

2.3 Reservation of Rights. Andromeda Security reserves all rights not expressly granted to Customer under this Agreement. Except for the limited rights and licenses expressly granted to Customer in this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, any right, title, or interest in or to any intellectual property rights, including in the software, services, documentation, or any other Andromeda Security IP. All such rights, titles, and interests are expressly reserved by Andromeda Security.

2.4 Suspension. Andromeda Security may temporarily suspend Customer’s or any Authorized User’s access to the Services if: (i) Andromeda Security reasonably determines that: (a) there is a threat or attack on its systems; (b) Customer’s or an Authorized User’s use of the Services poses a security risk or disrupts Andromeda Security's systems or other customers; (c) Customer or an Authorized User is using the Services for fraudulent or illegal activities; or (d) providing the Services to Customer is prohibited by law; or (ii) Andromeda Security’s access to third-party services required for Customer’s use of the Services has been suspended or terminated. Andromeda Security will use commercially reasonable efforts to notify Customer of any suspension and to restore access as soon as the issue is resolved. Andromeda Security is not liable for any damages, losses (including data or profits), or other consequences resulting from a Service Suspension.

2.5 Usage Data. Notwithstanding anything to the contrary in this Agreement, Andromeda Security may monitor Customer's use of the Services and collect and compile Usage Data. As between Andromeda Security and Customer, all rights, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Andromeda Security. Customer acknowledges that Andromeda Security may compile Usage Data based on Customer Data input into the Services. Customer agrees that Andromeda Security may: use Usage Data to the extent and in the manner permitted under applicable law, provided that such Usage Data do not identify Customer or Customer's Confidential Information.

3.1 General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.  Customer shall not provide misleading information and shall use reasonable efforts to secure its passwords and credentials and will notify Andromeda Security immediately, whenever possible, of unauthorized account use.

3.2 Testing Scope. Customer is responsible for accurately defining the scope of the Services for both internal and external testing. Customer authorizes Andromeda Security to conduct testing and provide support on its behalf, at Customer’s request and direction and in accordance with the scope of Services defined by Customer.

3.3 Customer Backup. Customer has responsibility for protection and backup of data and equipment used with its IT systems.

4.1 Hosted Service. Andromeda Security will make available to Licensee hosted access to the Service. The Service shall be made available through the Internet for use by Licensee in accordance with the terms of this Agreement. Andromeda Security shall supply Licensee with a copy of any necessary information or documentation regarding use of the Services. Unless otherwise specified herein, all Licensee Content and data provided to Andromeda Security shall remain exclusively in the United States.

4.2 Maintenance and Technical Support. Andromeda Security’s customer support and service level agreement policy is available at: https://www.andromedasecurity.com/sla

4.3 Communications Choices. If Andromeda Security is required by law or under this Agreement to send Licensee communications about the Service, Licensee agrees that Andromeda Security may send such communications to Licensee via email, or in such a manner as mutually agreed to by the parties.

4.4 Performance by Andromeda Security. Andromeda Security is responsible for the conduct and performance of all Services provided under this Agreement and shall be responsible for the conduct of its employees and any subcontractors or third-party providers acting on Andromeda Security’s behalf hereunder.

5.1 Fees. Customer shall pay Andromeda Security the fees ("Fees") as set forth in any Order Form without offset or deduction. All Fees will be due and payable within thirty (30) calendar days of Customer’s receipt of Andromeda Security’s invoice. All Order Forms are non-cancelable and all Fees are non-refundable, unless otherwise agreed to by the Parties. If Customer fails to make any payment when due, without limiting Andromeda Security's other rights and remedies: (i) Andromeda Security may charge interest on the past due amount at the rate of 3% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Andromeda Security for all costs incurred by Andromeda Security in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) calendar days or more, Andromeda Security may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

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

5.3 Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term with respect to matters necessary for accurately determining amounts due hereunder. Andromeda Security may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records to evaluate Customer’s compliance with this Agreement, including without limitation Customer’s payment of all amounts due hereunder. If such inspection and audit reveal that Customer has underpaid Andromeda Security with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest, if applicable. Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds five percent (5%) for any quarter or if the audit discovers a material breach of this Agreement. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.

6.1 Except as otherwise provided in this Agreement, Andromeda Security and Customer are subject to a duty of mutual confidentiality. Confidential information is information that one party provides to the other in connection with this Agreement, orally or in writing, that is designated as confidential or that reasonably should be considered confidential given its nature or the circumstances of disclosure; Confidential Information includes, without limitation, all confidential Customer Data and any other Customer information Andromeda Security or its representatives receives or obtains through communication with Customer or its representatives, the performance of any Services or via the Website. It doesn’t include information that: was, at the date of disclosure, or have subsequently become, (i) generally known or available to the public through no act  or failure to act by the receiving party; (ii) was rightfully known by the receiving party prior to receiving such information; (iii) was rightfully acquired from a third party who has the right to disclose such information; (iv) was independently developed by or for the receiving party without use of or reference to any Confidential Information of the disclosing Party; or (v) required to be disclosed pursuant to a valid order by a court or other government entity with jurisdiction, provided that the receiving party provides the disclosing party with prompt written notice of such order in order to permit the disclosing party to challenge such disclosure.

6.2 Each party agrees to maintain the confidentiality of Confidential Information received during, or prior to entering into this Agreement using the degree of care that it uses to protect its own Confidential Information but in no event less than reasonable care, that the other party should know or have reason to know is confidential or proprietary based on the circumstances surrounding disclosure, including non-public  technical and business information and information obtained as a result of this Agreement.

6.3 The Agreement details and other Confidential Information may be disclosed confidentially to advisors, attorneys, bona fide potential acquirers, investors or other funding sources for due diligence or by Customer to a government or regulatory authority with jurisdiction over the Customer or its affiliates or its or their representatives in connection with an examination in the course of such authority’s regulatory oversight of Customer or its affiliates.

6.4 Upon termination or expiration of this Agreement or any Order Form, the receiving party will return or destroy the disclosing party’s Confidential Information in its possession or control, including permanent removal from any storage devices or other hosting environments in receiving party’s possession or control, and at the request of the disclosing party, certify in writing that such Confidential Information has been returned, destroyed or deleted, except the receiving party shall not be required to destroy or deliver to the disclosing party Confidential Information to the extent required by law, regulation, rule, legal or judicial process or audit requirements, inquiries by a regulator, examiner or self-regulatory organization, document retention or other internal compliance policy, or automated backup or archiving procedures; provided that all such Confidential Information and related materials will be held subject to the terms of this Section VI.

7.1 Andromeda Security IP. Customer acknowledges that, as between Customer and Andromeda Security, Andromeda Security owns all right, title, and interest, including all intellectual property rights, in and to the Andromeda Security IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Andromeda Security retains the right to use and disclose general know-how, experience, concepts, and ideas, including methodologies for identifying and discovering vulnerabilities or weaknesses, that are acquired in connection with performing its obligations.

7.2 Customer Data. Andromeda Security acknowledges that, as between Andromeda Security and Customer, Customer owns all rights, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants, and hereby represents, warrants, and covenants that it has all rights necessary to grant, to Andromeda Security a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Andromeda Security to provide the Services to Customer

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

8.1 Mutual Warranties. Each party warrants to the other that: (i) it has the authority and capability to enter into this Agreement and to perform its obligations hereunder; (ii) the execution, delivery, and performance of this Agreement by such party have been duly authorized and will not violate any applicable laws, regulations, or contractual obligations; (iii) it has obtained all necessary consents, licenses, and approvals required for the performance of its obligations under this Agreement; (iv) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms; and (v) it will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement.

8.2 Customer Warranties. Customer warrants that it has the authority to permit Andromeda Security to perform the Services on the data, software, hardware, networks, and other systems to which Customer grants access in connection with this Agreement.  Additionally, you warrant that Andromeda Security’s use, collection, storage, disclosure, and processing of such third-party data, including personal data, in connection with the Services and Website will not infringe any third-party rights or violate any applicable laws, policies, rules, or regulations, including those related to privacy and cybersecurity.

8.3 Performance Warranty. During the Term, Andromeda Security hereby warrants that the Services will conform in all material respects to the then-current Documentation.   Customer will have thirty (30) days following the initial provision of any Service to notify Andromeda Security of a breach of the foregoing warranty, in which event, Andromeda Security’s entire liability and Customer’s sole and exclusive remedy will be to have Andromeda Security reperform, modify, or replace the Service so that it so conforms to such warranty. Any remedy provided by Andromeda Security will not extend the original warranty period. Andromeda Security will have no obligation under this Agreement to correct, and Andromeda Security makes no warranty with respect to, errors caused by or relating to: (i) use of the Service in a manner inconsistent with the Documentation or this Agreement; or (ii) third party hardware or software misuse, modification, or malfunction.

8.4 Disclaimer. ALL ANDROMEDA SECURITY IP PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION THE SERVICES, IS PROVIDED "AS IS" AND ANDROMEDA SECURITY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ANDROMEDA SECURITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANDROMEDA SECURITY MAKES NO WARRANTY OF ANY KIND THAT THE ANDROMEDA SECURITY IP OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9.1 Andromeda Security Indemnification. Andromeda Security shall  defend Customer from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that the Services infringe such third-party’s U.S. intellectual property rights and shall pay all amounts finally awarded by a court of competent jurisdiction or agreed to in settlement; provided that the foregoing obligation shall not apply with respect to any Third-Party Claim based in whole or in part upon: (i) Andromeda Security’s compliance with Customer’s specifications; (ii) Customer’s use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by Andromeda Security; or (iii) Third-Party Products. If the Services or any component thereof become, or in the opinion of Andromeda Security are likely to become, the subject of a Third-Party Claim (each an “Allegedly Infringing Item”), then Andromeda Security will use reasonable efforts, at its cost and expense, to: (a) procure for Customer the right to continue using the Allegedly Infringing Item at no additional cost to Customer; (b) replace or modify, in whole or in part, the Allegedly Infringing Item to make the Services no longer infringing; or (c) if neither (a) nor (b) are reasonably commercially available to Andromeda Security and the Allegedly Infringing Item is a material part of the Services, either party may terminate the Agreement, effective immediately on written notice, and Andromeda Security will provide to Customer a refund of Fees prepaid for the remainder of the then-current Term.

9.2 Customer Indemnification. Customer shall indemnify and, at Andromeda Security's option, defend Andromeda Security and its affiliates, and their respective employees, contractors, agents, representatives, successors, and assigns from and against any losses, damages, and costs resulting from: (1) any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's rights, and any Third-Party Claims based on Customer's or any Authorized User's (a) negligence or willful misconduct; (b) use of the Services in a manner not authorized by this Agreement; or (c) use of the Services in combination with data, software, hardware, equipment, or technology not provided or authorized by Andromeda Security in writing; and (2) any Third-Party Claim related to the probing, testing, scanning, analyzing, infiltrating, or intruding into Customer's IT Systems hosted in the Cloud, by a third party, or within the Customer’s IT environment.

9.3 Indemnity Procedures. The party seeking indemnification (the “Indemnified Party”) will provide the party from whom indemnification is sought (the “Indemnifying Party”): (i) prompt written of any Third-Party Claim (provided that the Indemnified Party’s failure to provide such notice will not relieve the Indemnifying Party of its obligations hereunder except to the extent material prejudice results from such failure); (ii) sole control over the defense and settlement of the Third-Party Claim as described above (provided that neither party may settle any Third-Party Claim in a manner that imposes any obligation of any kind on the other party without the other party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (iii) all reasonable cooperation, at the Indemnifying Party’s request and expense, in the defense and settlement of the Third-Party Claim. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the indemnified party may defend itself and seek reimbursement from the Indemnifying Party.

9.4 Sole Remedy for IP Infringement. SECTION 9.1 SETS FORTH ANDROMEDA SECURITY’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OF INFRINGEMENT OF A THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS.

10. LIMITATIONS OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ANDROMEDA SECURITY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO: (A) CUSTOMER’S INDEMNITY OBLIGATIONS; OR (B) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.

11.2 Termination for Cause. A Party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice to the other Party of a material breach of this Agreement if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.3 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Andromeda Security IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Andromeda Security IP and certify in writing to the Andromeda Security that the Andromeda Security IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination. In the event of Customer termination for cause pursuant to Section 11.2, Andromeda Security will provide a pro-rated refund of any prepaid fees.

11.4 Survival. Any provisions of this Agreement that, by their nature, should survive termination or expiration, shall survive, including but not limited to provisions regarding confidentiality, intellectual property rights, indemnification, limitations of liability, dispute resolution, and any payment obligations accrued prior to termination.

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

12.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the applicable order form or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

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

12.4 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement: (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.5 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.6 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Santa Clara County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12.7 Assignment. Neither party may assign any of its rights or delegate any of its obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other party. However, Andromeda Security may assign this Agreement without restriction in connection with a merger, acquisition, or other change of control Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

12.8 Export Regulation. Customer acknowledges that the Services and any other Andromeda Security IP, provided under this Agreement may be subject to the export control laws and regulations of the United States and other jurisdictions. Customer agrees to fully comply with all applicable export and import laws, regulations, and restrictions, including but not limited to, the U.S. Export Administration Regulations(EAR), the International Traffic in Arms Regulations (ITAR), and sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Customer shall not export, re-export, transfer, or otherwise make available Andromeda Security’s IP to any party or for any use that may violate these laws. Customer further agrees to provide all necessary information and cooperation to assist in complying with such requirements.

12.9 U.S. Government Rights. The Documentation and software components that constitute the Services are "commercial items" as defined in 48 C.F.R. § 2.101 and consist of "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212. Therefore, if Customer is an agency of the U.S. Government or a contractor thereof, Customer acquires only those rights in the Services and Documentation that are granted to all other end users, in accordance with (i) 48 C.F.R. §§ 227.7201-227.7204, for Department of Defense agencies and their contractors, or (ii) 48 C.F.R. § 12.212, for all other U.S. Government agencies and their contractors.

12.10 Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach of any of its obligations under Section 6 or Section 2.3, would cause Andromeda Security irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Andromeda Security will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.11 Anticorruption Laws. Customer acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act of 2010 (the “UKBA”), and agrees to comply with their terms, as well as any applicable local laws related to anticorruption. Customer further acknowledges the prohibitions under the FCPA and UKBA against offering, giving, or authorizing the provision of anything of value, including but not limited to payments, gifts, travel, entertainment, or meals, either directly or indirectly, to any foreign government official, political party, or candidate, with the intent to influence an act or decision in their official capacity or to induce them to use their influence to assist in obtaining or retaining business related to the Services. Customer agrees not to violate or knowingly allow any violation of the FCPA, UKBA, or any other applicable anticorruption or antibribery laws, and confirms that no payment it makes will constitute a bribe, kickback, influence payment, rebate, or any other form of improper payment prohibited by such laws.

12.12 Logo. Unless otherwise agreed upon, Customer grants Andromeda Security the right to use its name and logo in marketing materials, including on its website, case studies, presentations, and other promotional content, to identify Customer as a user of the Services.

12.13 Relationship of Parties. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither Party has the authority to bind the other or act on the other’s behalf without the other Party’s express written consent.

12.14 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer any rights, benefits, or remedies upon any person or entity other than the Parties to this Agreement.