Hermetiq Software License Agreement

This Agreement is made by and between Hermetiq and the person or entity that has downloaded the Hermetiq Solution and/or executed an Order Form referencing this Agreement or Hermetiq’s standard license agreement terms.

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. This Hermetiq Software License Agreement (this “License Agreement”) governs the license and use of the Solution (defined below) and is incorporated by reference into, and forms part of, each Order Form entered into between the customer identified in that Order Form (“Customer,” “You,” or “Your”) and Hermetiq, Inc. (“Hermetiq,” “We,” or “Us”). BY (A) CLICKING “I AGREE” (OR A SIMILARLY LABELED BUTTON) PRESENTED ALONGSIDE THIS LICENSE AGREEMENT, (B) DOWNLOADING, INSTALLING, OR USING THE SOLUTION (INCLUDING FOR TRIAL LICENSE PURPOSES AS REFERENCED IN SECTION O.1), OR (C) EXECUTING OR ACCEPTING AN ORDER FORM THAT REFERENCES THIS LICENSE AGREEMENT, WHICHEVER OCCURS FIRST, YOU AGREE TO BE BOUND BY THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THIS LICENSE AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOLUTION.

If You are entering into this License Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind that entity, in which case “Customer,” “You,” and “Your” refer to that entity. A User must be at least 18 years of age.

A. Definitions

Capitalized terms not defined in this License Agreement have the meanings given to them in the applicable Order Form. As used in this License Agreement:

1. The “Agreement” means, collectively, this License Agreement and the applicable Order Form(s), together with any other operating rules, policies (including our Privacy Policy), and procedures that we may publish from time to time relating to the Solution.
2. An “API Key” means a unique credential issued by Hermetiq that permits Customer to access the Solution, including via the Model Context Protocol (“MCP”).
3. The “Authorized Environment” means the servers, virtual machines, containers, or other computing environments owned, leased, or controlled by Customer (or by a hosting provider engaged by Customer) on which Customer is permitted to install and run the Solution, as further described in the applicable Order Form.
4. “Beta Previews” mean Solution features, functionality, or components identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
5. “Customer Data” means any data, information, or materials submitted to, generated by, or processed through Customer’s use of the Solution, including without limitation build telemetry such as Build Event Protocol (BEP) data and OpenTelemetry (OTEL) traces, metrics, and logs; source code, build inputs, build outputs, build artifacts, and dependencies; and any prompts, queries, responses, or outputs exchanged through MCP or other interfaces of the Solution.
6. “Derivatives” means any copies, portions, extracts, selections, arrangements, adaptations, compilations or derivatives of or based on the Solution or any Output.
7. “Documentation” means Hermetiq’s then-current user guides, installation instructions, and technical documentation for the Solution, as made available by Hermetiq.
8. “Hermetiq,” “We,” and “Us” refer to Hermetiq, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
9. An “Order Form” means a mutually executed or Hermetiq-accepted ordering document (whether signed, submitted online, or accepted by clicking through an ordering flow) that references this License Agreement and specifies, among other things, the Solution licensed, the Subscription Term, the applicable fees and payment terms, and any restrictions or entitlements regarding the scope, volume, or manner of use of the Solution (such as a permitted number of licensed instances, seats, cores, servers, or environments).
10. “Output” means any content, code, suggestion, or other material generated or returned by the Solution, including through its AI-powered features.
11. “Restricted Behavior” has the meaning given in Section B.3.
12. The “Solution” means Hermetiq’s proprietary software product made available for download and installation within an Authorized Environment, together with any Updates and Documentation, in object code form, as licensed under the applicable Order Form, including any Beta Previews and any MCP integration. For clarity, the Solution does not refer to Hermetiq’s hosted, software-as-a-service offering, which is governed by Hermetiq’s Terms of Service.
13. The “Subscription Term” means the period during which Customer is licensed to use the Solution, as specified in the applicable Order Form.
14. “Technology” means Hermetiq’s technologies, methods, techniques, processes, know-how, and practices embodied in or underlying the Solution.
15. An “Update” means any update, upgrade, patch, bug fix, or new version of the Solution that Hermetiq may make generally available to its licensees during the Subscription Term, at Hermetiq’s discretion. Updates do not include separately priced new products or major new versions that Hermetiq licenses separately.
16. “You” and “Your” refer to Customer, and, where the context requires, to individual users authorized by Customer to install or use the Solution on Customer’s behalf.

B. License Grant and Restrictions

1. License Grant

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Hermetiq grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to install and use the Solution, in object code form only, within the Authorized Environment and solely for Customer’s own internal business purposes, in each case subject to any scope, volume, or use restrictions set forth in the applicable Order Form.

2. Order Form Governs Scope

Fees, the Subscription Term, and any limitations on the scope or volume of permitted use (including, without limitation, the number of licensed instances, seats, cores, servers, or Authorized Environments) are set forth exclusively in the applicable Order Form. Use of the Solution in excess of the scope or volume licensed under the applicable Order Form is a material breach of this Agreement, and Hermetiq may invoice Customer for such excess use at Hermetiq’s then-current list price.

3. License Protections

Customer will not, and will not permit any third party (including any AI agent acting on Customer’s or a third party’s behalf) to, do any of the following (each, “Restricted Behavior”):

• Copy, modify, or create Derivatives of the Solution, except as expressly permitted by this Agreement;
• Resell, sublicense, syndicate, distribute, commercialize, rent, lease, lend, sell, assign, transfer, or otherwise make available to any third party the Solution or any Output, or any Derivatives of the Solution or such Output, whether for compensation or otherwise, including by providing the Solution to third parties as a service bureau or on a hosted or managed-services basis;
• Attempt (through MCP, the native Hermetiq interface, or otherwise) to reverse-engineer, extract, derive, or reconstruct any of Hermetiq’s Technology, including its methods, techniques, processes, know-how, or practices, through any means, including without limitation repeated or systematic queries;
• Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on or in the Solution or Documentation;
• Use the Solution to build a competitive product or service, or publish or share any Solution performance data, performance characteristics, or performance testing or benchmarking results, in each case without Hermetiq’s prior written consent (internal use of such results is permitted);
• use the Solution or its Output to train, fine-tune, evaluate, benchmark, or otherwise develop or improve any large language model, artificial intelligence system, machine learning model, or other automated decision-making technology;
• Circumvent, disable, or interfere with any guardrails, access controls, rate limits, query restrictions, license keys, entitlement or metering technology, or other security measures implemented by Hermetiq in the Solution or its MCP integration, whether through Customer’s own tools, scripts, or applications, or any third-party tools, services, or technologies — this includes, without limitation, any attempt to bulk download, scrape, systematically extract, or programmatically harvest knowledge about the Solution beyond the scope of normal authorized use as reasonably determined by Hermetiq; or
• Cache, store, or redistribute Solution code, the Solution, or any Output (or any Derivatives thereof) in a manner that makes it accessible outside of the Solution or to third parties, except for Customer’s own internal reference and use as expressly permitted by this Agreement.

Customer will also not use the Solution in violation of export control or sanctions laws of the United States or any other applicable jurisdiction, or if Customer is, or is owned or controlled by, or is acting on behalf of, a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency; such use is also Restricted Behavior. See also Section N.8 (Export Compliance).

4. Reservation of Rights

Hermetiq and its licensors retain all right, title, and interest in and to the Solution, the Documentation, the Technology, and all related copyrights, inventions, patents and rights to apply for patents, trade secrets, know-how, methods and all other intellectual and industrial property rights, worldwide, and all Derivatives thereof. No rights are granted to Customer under this Agreement other than as expressly set forth in this Section B. This Agreement is a license, not a sale, of the Solution.

5. Authorized Users

Customer may permit its employees and contractors to install and use the Solution on Customer’s behalf, provided that Customer is responsible for such individuals’ compliance with this Agreement, and any breach by such an individual is deemed a breach by Customer.

C. Delivery, Installation, Updates, and Support

1. Delivery and Installation

Hermetiq will make the Solution available to Customer electronically (for example, by download link or license key). Customer is solely responsible for procuring, configuring, and maintaining the Authorized Environment (including hardware, operating systems, and third-party software) needed to install and run the Solution, and for installing the Solution itself, except to the extent Hermetiq expressly agrees otherwise in an Order Form.

2. Updates

Hermetiq may, at its discretion, make Updates available during the Subscription Term. Customer’s use of any Update is subject to this Agreement, unless the Update is accompanied by separate license terms, in which case those terms govern with respect to that Update. Hermetiq may require Customer to install certain Updates (such as security patches) in order to continue receiving support.

3. Support

Support, if any, is provided as described in the applicable Order Form. Unless otherwise stated in an Order Form, Hermetiq only offers support via email and electronic messages, and does not offer telephone support. Hermetiq makes no guarantees or promises regarding support responsiveness, delivery, or turnaround, or regarding the availability of bug fixes.

4. License Verification

The Solution may include license key, activation, or telemetry technology that allows Hermetiq to verify Customer’s compliance with the scope and volume of use licensed under the applicable Order Form. Upon reasonable request, and no more than once in any twelve (12) month period absent evidence of noncompliance, Customer will provide Hermetiq with reasonable written information sufficient to verify Customer’s compliance with this Agreement.

D. Fees and Payment

1. Fees

Customer will pay the fees set forth in the applicable Order Form. Fees are based on the licenses and scope of use purchased and, once paid, are non-refundable except as expressly provided in this Agreement.

2. Invoicing

Customer agrees to pay invoiced fees in full, in U.S. Dollars, without deduction or setoff of any kind, within thirty (30) days of the Hermetiq invoice date, unless a different payment term is specified in the Order Form. There will be no refunds or credits for partial periods of a Subscription Term, downgrades, or unused licenses; however, Customer’s license will remain in effect for the remainder of the paid Subscription Term. If Customer fails to pay any fees when due, Hermetiq reserves the right, at its option and in addition to taking any other action at law or equity, to (a) charge interest on past-due amounts at the lesser of 1.0% per month or the highest interest rate allowed by applicable law and to charge all reasonable expenses of collection, and (b) suspend or terminate the applicable Order Form following written notice and a reasonable opportunity to cure.

3. Taxes

Customer is solely responsible for all taxes, fees, duties, and governmental assessments (except for taxes based on Hermetiq’s net income) imposed in connection with this Agreement.

4. Renewal

Unless otherwise stated in the applicable Order Form, the Subscription Term will renew as specified in that Order Form, and pricing for renewal terms is subject to change upon notice as provided in this Agreement or the Order Form.

E. Confidentiality

1. Confidentiality Obligations

Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care, and to use the other party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement. “Confidential Information” means non-public business, technical or other information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Solution’s non-public technical information, pricing, and the terms of any Order Form.

Customer agrees that Hermetiq may identify Customer as a Hermetiq customer publicly, on its website, customer lists and in other marketing materials. Any other use of Customer's name, trademark, or logo requires Customer's prior written approval.

2. Exceptions

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by the receiving party; (b) is rightfully known to the receiving party prior to disclosure by the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law or court order (provided the receiving party gives the disclosing party reasonable advance notice when legally permitted).

3. No Access to Customer Data

Because the Solution is installed and operated within Customer’s own Authorized Environment, Hermetiq does not access, receive, process, store, or transmit Customer Data, and no provision of this Agreement grants Hermetiq any right to use Customer Data for any purpose, including training or improving any artificial intelligence or machine learning model. The Solution may transmit limited technical and diagnostic information to Hermetiq (such as license entitlement, activation, version, and error-reporting data) solely for license verification, and security purposes, and as further described in Hermetiq’s Privacy Policy; such technical and diagnostic information does not include Customer Data.

4. Future Data Transmission Features

The Solution does not currently transmit any Customer Data, telemetry, or other information from Customer’s Authorized Environment to Hermetiq or any third party, other than the technical and diagnostic information described in Section E.3. If Hermetiq later makes available a feature or capability of the Solution that transmits any additional data from Customer’s Authorized Environment to Hermetiq (a “Data Transmission Feature”), (a) that Data Transmission Feature will be disabled by default, (b) Hermetiq will not enable it without Customer’s affirmative action to turn it on, and (c) Hermetiq will present the terms applicable to that Data Transmission Feature, including any additional privacy, security, or data-processing terms, to Customer before or at the time Customer enables it. Nothing in this Section obligates Hermetiq to develop, offer, or continue offering any Data Transmission Feature.

F. AI Features and MCP Access Terms

If the Solution includes AI-powered features or integration with MCP, Customer’s use of those features and that integration is subject to this Agreement, including the following.

1. API Keys

Customer will receive one or more API Keys for accessing the Solution, including via MCP. API Keys are confidential and may not be shared with unauthorized parties or used in any manner that violates this Agreement. Customer is responsible for maintaining the confidentiality of all API Keys and other credentials issued by Hermetiq.

2. Guardrails and Integration Changes

Customer acknowledges that access to the Solution (including via MCP) includes built-in guardrails, and agrees not to attempt to circumvent, disable, or interfere with these guardrails (see Section B.3). Hermetiq may update, modify, or enhance the Solution, its MCP integration, guardrails, and access controls at any time.

3. Monitoring and Enforcement

Hermetiq reserves the right to (i) monitor usage patterns to ensure compliance with this Agreement and to protect its Technology, and (ii) limit, restrict, suspend, or terminate Customer’s access in the event of suspected or actual noncompliance, including any Restricted Behavior, until Hermetiq’s concerns are resolved.

4. AI Output Disclaimer

AI-generated Output may be inaccurate, incomplete, or otherwise unsuitable for Customer’s purposes. Customer is solely responsible for evaluating Output before relying on it, particularly for decisions affecting production systems, security, compliance, or financial outcomes. Output is provided “as is,” without warranty of any kind, and is subject to the disclaimers in Section H and the limitations in Section I.

G. Beta Previews; Feedback

1. Beta Previews

Beta Previews may not be supported and may be changed or discontinued at any time without notice, and are not subject to the same security measures and auditing as generally available portions of the Solution. Customer uses Beta Previews at its own risk. Any non-public information Hermetiq provides about a Beta Preview is Hermetiq’s Confidential Information, and Customer will use it solely to test and evaluate the Beta Preview.

2. Feedback

If Customer chooses to give Hermetiq any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations, or other feedback regarding the Solution (collectively, “Feedback”), Customer (a) represents and warrants that its Feedback will not include or incorporate any proprietary information or intellectual property belonging to Customer or any other person, and (b) grants Hermetiq a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, and incorporate the Feedback into Hermetiq’s products, services, and documentation.

H. Warranty Disclaimer

HERMETIQ PROVIDES THE SOLUTION AND DOCUMENTATION “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THIS, HERMETIQ EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOLUTION AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Hermetiq does not warrant that the Solution will meet Customer’s requirements; that the Solution will be uninterrupted, timely, secure, or error-free; that any defects or errors will be corrected; or that the Solution is free of viruses or other harmful components. Customer assumes full responsibility and risk of loss resulting from its installation, download, and/or use of the Solution.

I. Limitation of Liability

Neither party will be liable to the other for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from this Agreement or the Solution, whether or not the party has been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Neither party will have liability for any failure or delay due to matters beyond its reasonable control.

Cap on Liability. Notwithstanding anything to the contrary in this Agreement, each party’s total cumulative liability arising out of or relating to this Agreement or the Solution, regardless of the form of action (whether in contract, tort, statute, or otherwise), will not exceed the greater of (a) the aggregate fees actually paid by Customer to Hermetiq under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100). The foregoing provisions of this Section I will not apply to (i) Customer’s payment obligations, (ii) either party’s indemnification obligations under Section J, (iii) claims, damages or liabilities arising in connection with Customer’s Restricted Behavior, or (iv) liability that cannot be limited under applicable law.

J. Indemnification

Customer Indemnification. Customer will indemnify, defend, and hold Hermetiq harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of Customer’s use of the Solution, including but not limited to Customer’s violation of this Agreement (including, without limitation, any Restricted Behavior, violation of Section E (Confidentiality) or the export and sanctions provisions), provided that Hermetiq (1) promptly gives Customer written notice of the claim; (2) gives Customer sole control of the defense and settlement (provided Customer may not settle any claim unless the settlement unconditionally releases Hermetiq of all liability); and (3) provides reasonable assistance, at Customer’s expense.

Hermetiq Indemnification. Hermetiq will defend Customer against any third-party claim alleging that Customer’s authorized use of the Solution, as delivered by Hermetiq and used in accordance with this Agreement, infringes any U.S. patent, copyright or trademark of such third party, and will pay any damages or settlement amounts finally awarded against Customer in connection with such claim, provided that Customer (1) promptly gives Hermetiq written notice of the claim; (2) gives Hermetiq sole control of the defense and settlement; and (3) provides reasonable assistance, at Hermetiq’s expense. This indemnification obligation does not apply to claims arising from (i) modifications to the Solution made by Customer or any third party; (ii) combination of the Solution with products, services, data, or technology not provided by Hermetiq, to the extent that the claim would not have arisen but for such combination; (iii) Customer’s continued use of an allegedly infringing version of the Solution after Hermetiq has provided a non-infringing Update at no additional cost; (iv) Customer Data or any content provided or generated by Customer; or (v) use of the Solution in violation of this Agreement or applicable law. If Hermetiq reasonably believes the Solution may infringe, Hermetiq may, at its option, (x) procure the right for Customer to continue using the Solution, (y) replace or modify the Solution to make it non-infringing, or (z) terminate the applicable license and refund any prepaid, unused fees for the terminated Solution. The remedies in this paragraph are Customer’s sole and exclusive remedy, and Hermetiq’s entire liability, for any third-party intellectual property infringement claim.

K. Term and Termination

1. Term

This Agreement commences on the date Customer first accepts it (by click-through, download, installation, use of the Solution, or acceptance of an Order Form referencing this Agreement or Hermetiq’s standard terms, whichever is earliest) and continues until the later of (i) all Order Forms entered into under it have expired or been terminated, or (ii) Customer’s use of the Solution ceases or is terminated.

2. Termination for Cause

Either party may terminate this Agreement or the applicable Order Form if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice (or, for Customer’s failure to pay fees when due, within fifteen (15) days after written notice). Hermetiq may additionally suspend or terminate Customer’s license immediately and without prior notice if Customer (a) engages in any Restricted Behavior; (b) engages in conduct that, in Hermetiq’s reasonable judgment, threatens the security or integrity of the Solution or any third party; or (c) is required to be terminated by applicable law, court order, or government request. Hermetiq may also suspend access (rather than terminate) while investigating a suspected breach.

3. Termination for Convenience

Hermetiq may terminate an Order Form for convenience by providing at least thirty (30) days’ prior written notice, in which case Hermetiq will refund Customer any prepaid fees for the terminated portion of the Subscription Term following the effective date of termination.

4. Effect of Termination

Upon expiration or termination of an Order Form (or this Agreement), Customer’s license to the applicable Solution immediately ends, and Customer must promptly cease all use of, and uninstall and destroy (or, if requested by Hermetiq, return) all copies of, the Solution and Documentation in its possession or control, and certify such destruction upon Hermetiq’s request. Except as provided in Section K.3, Hermetiq will not refund any prepaid fees.

5. Survival

All provisions of this Agreement which, by their nature, should survive termination will survive, including without limitation: ownership provisions, confidentiality, warranty disclaimers, indemnification, and limitations of liability.

L. Changes to This Agreement

Hermetiq may amend this License Agreement from time to time by posting a revised, dated version on its website.

Routine Updates. Amendments that do not materially reduce Customer’s rights or materially increase Customer’s obligations under this Agreement (for example, clarifications, formatting changes, and changes required to comply with applicable law) take effect when posted and apply to this Agreement as incorporated into any then-active Order Form.

Material Updates. If an amendment would materially reduce Customer’s rights or materially increase Customer’s obligations under this Agreement (a “Material Update”), Hermetiq will give Customer at least thirty (30) days’ notice before the Material Update takes effect, by posting notice on Hermetiq’s website and, if Hermetiq has Customer’s contact information on file, by emailing the primary contact on the applicable Order Form. A Material Update will apply to Customer (i) beginning with Customer’s next Order Form or the next renewal of Customer’s Subscription Term, whichever occurs first, or (ii) if neither occurs within the notice period, beginning thirty (30) days after notice is given, unless Customer objects in writing before that date. If Customer timely objects, the version of this Agreement in effect immediately before the Material Update will continue to govern the applicable Order Form for the remainder of its then-current Subscription Term, and Hermetiq may decline to renew that Subscription Term on the terms in effect before the Material Update. A Material Update will not retroactively change the fees, liability caps, or intellectual property ownership terms applicable to an Order Form already in effect.

Trial Licenses. Because a trial license under Section O has a fixed, non-renewing term, an amendment posted after the trial’s commencement will not apply to that trial.

M. Communications and Notices

1. Electronic Communications

Customer consents to receive communications from Hermetiq electronically via the email address associated with its Order Form or account or license key, and agrees that all notices, disclosures, and other communications Hermetiq provides electronically satisfy any legal requirement that such communications be in writing. This section does not affect Customer’s non-waivable rights.

2. Legal Notice

Communications through Hermetiq’s support or messaging channels (including email) do not constitute legal notice to Hermetiq. Legal notice to either party must be in writing and may be delivered by email (to Hermetiq at legalnotices@hermetiq.com), with a concurrent copy by certified mail or recognized overnight courier to:

Hermetiq, Inc.
Attn: Legal Notices
915 W. Foothill Blvd
Suite C - Unit #751
Claremont, CA 91711 USA

Notice to Customer may be given to the email and mailing addresses provided in the applicable Order Form. Notice is deemed given upon (a) receipt of the email at the address provided, or (b) the date of delivery to the mailing address shown on the courier or postal receipt, whichever occurs first.

N. Miscellaneous

1. Governing Law

Except to the extent applicable law provides otherwise, this Agreement and any dispute arising out of or relating to the Solution are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. The parties agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Los Angeles, California.

2. Order of Precedence

In the event of a conflict between this License Agreement and an Order Form, the Order Form will control solely with respect to fees, the Subscription Term, and scope/volume-of-use terms for that order; this License Agreement will control on all other matters, unless the Order Form expressly states otherwise.

3. Assignment

Hermetiq may assign or delegate this Agreement, in whole or in part, to any person or entity at any time with or without Customer’s consent. Customer may not assign or delegate any rights or obligations under this Agreement without Hermetiq’s prior written consent, and any unauthorized assignment or delegation is void.

4. Section Headings

Section titles are not legally binding.

5. Severability; No Waiver

If any part of this Agreement is held invalid or unenforceable, that portion will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. Any failure by either party to enforce a provision of this Agreement is not a waiver of its right to enforce that provision later. Our rights under this Agreement will survive any termination of this Agreement.

6. Entire Agreement

This License Agreement, together with the applicable Order Form(s) and Hermetiq’s Privacy Policy, constitutes the complete and exclusive statement of the agreement between Customer and Hermetiq regarding the Solution, and supersedes any prior or contemporaneous proposals, agreements, or communications, oral or written, relating to its subject matter. This Agreement may only be modified as provided in Section L, or by a written amendment signed by an authorized representative of both parties.

7. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond that party’s reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic or epidemic, war, terrorism, riot, civil unrest, government action or order, embargo, labor dispute, internet or telecommunications failure, denial-of-service attack, or failure of third-party infrastructure or services on which the affected party reasonably relies (each, a “Force Majeure Event”). The affected party will use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a Force Majeure Event prevents substantial performance for more than thirty (30) consecutive days, either party may terminate the affected Order Form upon written notice, without further liability except for amounts accrued and payable before termination.

8. Export Compliance

The Solution may be subject to U.S. export control laws, including the U.S. Export Administration Regulations, and may be subject to export or import laws in other countries. Customer will not, directly or indirectly, export, re-export, or transfer the Solution in violation of such laws, and represents that Customer is not located in, and will not access or use the Solution from, any country subject to comprehensive U.S. trade embargo, and is not identified on any U.S. government restricted-party list.

9. Questions

Questions about this License Agreement? Email us at legal@hermetiq.com.

O. Trial License Terms

1. Applicability

This Section O applies to Customer’s use of a Beta Preview, or its use of the Solution (i) without charge, (ii) for evaluation purposes, or (iii) under a trial license, meaning use of the Solution without a paid Order Form, following Customer’s affirmative acceptance of this Agreement (including by setting the applicable license-acceptance configuration value) and registration for a trial license key. This Section O does not apply once Customer executes an Order Form for the Solution; from that point, the remainder of this Agreement and that Order Form govern, without regard to this Section O.

2. Trial Term; Permitted Use

A trial license is granted for a period of thirty (30) days from the date Hermetiq issues Customer’s trial license key (the “Trial Term”). Unless Customer executes an Order Form before the Trial Term ends, Customer’s license to the Solution automatically ends upon expiration of the Trial Term, and Section K.4 (Effect of Termination) applies.

For free, trial, evaluation, Beta Preview, or unpaid Customers, Hermetiq may suspend or terminate access at any time, with or without cause, with or without notice.

3. Modified Terms

During the Trial Term only: (a) Sections H (Warranty Disclaimer) and I (Limitation of Liability) apply in full, except that, in place of the cap described in Section I, Hermetiq’s and Customer’s total cumulative liability arising out of or relating to this Agreement or the Solution will not exceed zero dollars ($0), other than with respect to the matters excluded from that cap in Section I; and (b) Hermetiq will not identify Customer as a user of the Solution, or use Customer’s name or logo, in any marketing material or public statement without Customer’s prior written consent.

4. No Fees

No fees are due for a trial license.