CONFIDENTIAL – NOT FOR DISTRIBUTION  

SANSORO EULA

EMISSARY EMBEDDED MIDDLEWARE END USER LICENSE AGREEMENT

YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN COMPUTER SOFTWARE, HARDWARE, COMPUTING/HOSTING ENVIRONMENTS AND INTERNET CONNECTIVITY THAT MAY RESULT IN INTERRUPTIONS OR ERRORS IN THE SOFTWARE, LOSS OF PRIVACY, CONFIDENTIALITY, INFORMATION OR PROPERTY, AS WELL AS OTHER LOSSES, DAMAGES OR ADVERSE OCCURRENCES, REGARDLESS OF THE MEASURES TAKEN TO AVOID SUCH OCCURRENCES. 

END USER LICENSE AGREEMENT

END USER LICENSE AGREEMENT (the "EULA") between Sansoro Health, Inc. ("we", “us” or "Sansoro") and you (the party entering into the Underlying Agreement with the OEM, who will be referred to in this EULA as "you", “your” or the "User"). IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS EULA, IN WHICH CASE THE TERMS "YOU", "YOUR" OR “USER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. YOU AGREE THAT YOU WILL BE LIABLE TO US FOR ANY BREACH OF THIS EULA BY YOUR AFFILIATES OR USERS. 

PLEASE READ THIS EULA CAREFULLY. THIS EULA IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SANSORO AND THIS EULA SHALL GOVERN YOUR USE OF SANSORO’S EMISSARY EMBEDDED MIDDLEWARE (“SOFTWARE”) WHICH INCLUDES READ AND WRITE APPLICATION PROGRAM INTERFACES AND ANY UPDATES PROVIDED THERETO, AS WELL AS ANY MANUALS, INSTRUCTIONS, DESCRIPTIONS, SPECIFICATIONS OR OTHER MATERIALS, IN HARD COPY OR ELECTRONIC FORM, PROVIDED BY SANSORO DESCRIBING OR RELATING TO THE USE OF THE SOFTWARE ("DOCUMENTATION"), ABSENT ANOTHER SIGNED LICENSE AGREEMENT EFFECTIVE BETWEEN YOU AND SANSORO. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE. 

1. DEFINITIONS

For purposes of this EULA: 

“OEM” shall mean {insert name of sponsoring vendor} and its successor, if any. 

“OEM Product” sham mean the product licensed to you by the OEM under the Underlying Agreement. 

“Underlying Agreement” shall mean the agreement you entered into with the OEM for the OEM Product. 

“Your Applications” shall mean the software application(s) that you own or license from a third party(ies), exclusive of Sansoro’s Software. 

2. GRANT OF LICENSE

Subject to the terms and conditions of this EULA, you are hereby granted a nonexclusive, nontransferable, nonsublicensable, limited, revocable license to use the Software for your internal business purposes, only in object code form, only in accordance with the Documentation, and only as necessary in connection with your authorized use of the OEM Product under the Underlying Agreement and for the subscription License Term (the "License"). You may only install that component of Software that must be installed in your computing environment to ensure connectivity with the OEM Product. The License permits you to use the Software only within the geographic area of the United States of America (its states, territories, commonwealths and possessions), unless the Underlying Agreement expressly permits use in other locations. Upon installing the Software, you may retain the media (if any) on which the Software was provided to you to be used by you solely for backup purposes in accordance with this EULA. In addition, you may make one copy of the Software and the Documentation to be used by you solely for backup purposes in the event the original copy thereof is damaged or destroyed; provided, however, that you must reproduce and include the copyright notice and any other notices that appear on the original copy on any additional copies thereof. You have no right to receive, use or examine any source code or design documentation relating to the Software. The License granted herein does not constitute a sale of the Software or the Documentation, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY SANSORO. 

3. RESTRICTIONS; EULA MODIFICATIONS

Except as expressly permitted by this EULA, You shall not and shall not allow any third party to: (a) copy the Software or Documentation except for backup purposes as provided above, (b) decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats, data structures or other aspects of the Software, (c) remove, modify or obscure any product or service identifier, copyright, trademark or other proprietary rights notice or other notices, instructions, disclaimers or legends from any part of the Software or the Documentation, (d) provide, lease, lend, host, use for timesharing, service bureau, ASP, SaaS or similar purposes or otherwise use or allow others to use any part of the Software or the Documentation to or for the benefit of third parties, (e) modify or create a derivative work of any part of the Software or the Documentation, or (f) use the Software to develop a product which is competitive with any of Sansoro’s products. Except as expressly allowed by this EULA, you shall not use or disclose any aspect of the Software or the Documentation, or any related technology, ideas, algorithms, data or other information of Sansoro. You expressly acknowledge and agree that there may be no adequate remedy at law for a breach of this Section, that such a breach may irreparably harm Sansoro and that Sansoro is entitled, without limiting any of Sansoro's other remedies at law or equity, to seek injunctive relief (temporary and permanent) from any court of competent jurisdiction immediately upon request and without the need to post a bond or security, with respect to any such breach or potential breach in addition to any other remedies. 

We may revise the terms and conditions of this EULA from time to time, and will always post the most current version on our website at www.sansorohealth.com/EULA. Any change to the EULA will become effective 30 days after posting. Your continued use of the Software after we post any such changes will be deemed to be acceptance of such changes, so please check our website periodically for updates. 

4. TERM AND TERMINATION

The Term of this EULA and your License hereunder is for the subscription period for the OEM Product specified in the Underlying Agreement under which you have been authorized to use the Software and will continue unless Sansoro’s agreement with the OEM associated with your use of such Software terminates, or if the Underlying Agreement or this EULA is terminated earlier (the "License Term"). 

You may terminate this EULA at any time by returning or destroying the Software and any Documentation (and all copies thereof) and confirming to Sansoro in writing your compliance with this requirement. Sansoro may terminate this EULA, without prejudice to any other rights we may have, if you fail to comply with any of the terms or conditions of this EULA. Upon any termination of the License Term or this EULA, the License and all of Sansoro's performance obligations terminate and you must return or destroy the Software and any Documentation (and all copies thereof) and confirm to Sansoro in writing your compliance with this requirement. All provisions of the EULA which reasonably should survive termination will do so; by way of example but not of limitation, all disclaimers, limitations of liability and obligations regarding Sansoro’s proprietary rights and confidentiality survive. Termination is not Sansoro's exclusive remedy and all other remedies will be available to Sansoro whether or not the License is terminated. 

You agree that Sansoro may suspend your use of the Software without liability if: (a) we reasonably believe that the Software is being used in violation of this EULA or the Underlying Agreement; (b) you don't cooperate with our reasonable investigation of any suspected violation of the EULA; (c) there is an event for which we reasonably believe that the suspension of your use of the Software is necessary to protect Sansoro or our other customers; or (d) if required by law. We will give advance notice of a suspension under this Section of at least 12 business hours and provide opportunity to cure prior to suspension unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Sansoro or its other customers from imminent and significant operational or security risk. 

5. RESPONSIBILITY FOR ACCESS AND USE

YOU UNDERSTAND THAT YOU ARE PERSONALLY RESPONSIBLE FOR THE USE OF AND ACCESS TO ALL DATA (INCLUDING, BUT NOT LIMITED TO, PERSONAL IDENTIFIABLE AND HEALTH INFORMATION), YOUR APPLICATIONS , THE SOFTWARE AND THE DOCUMENTATION BY YOU, ANY EMPLOYEE OR AGENT OF YOURS, ANY PERSON TO WHOM YOU HAVE GIVEN ACCESS TO YOUR DATA, THE SOFTWARE OR THE DOCUMENTATION, AND ANY PERSON WHO GAINS ACCESS TO ANY DATA, YOUR APPLICATIONS, THE SOFTWARE OR THE DOCUMENTATION AS A RESULT OF YOUR FAILURE TO USE REASONABLE SECURITY PRECAUTIONS, EVEN IF SUCH USE OR ACCESS WAS NOT AUTHORIZED BY YOU, AS WELL AS ANY AND ALL RESULTS OF ANY SUCH USE OR ACCESS, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SANSORO, AND EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, RESELLERS, LICENSORS, SUPPLIERS, INVESTORS, OWNERS, ASSIGNS OR AFFILIATES (EACH, AN "SANSORO AFFILIATE"), FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES (INCLUDING ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES), CAUSES OF ACTION, CLAIMS, SETTLEMENT PAYMENTS, INTEREST, ACTIONS, SUITS, AWARDS, JUDGMENTS, DIMINUTION IN VALUE, FINES, FEES OR PENALTIES, AS WELL AS ANY OTHER CHARGES, COSTS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, ANY COURT FILING FEE, COURT COST, ARBITRATION FEE, ARBITRATION COST, WITNESS FEE, AS WELL AS ANY OTHER FEE OR COST OF INVESTIGATING, DEFENDING OR OTHERWISE ASSERTING ANY CLAIM FOR INDEMNIFICATION UNDER THIS EULA, INCLUDING, WITHOUT LIMITATION, IN EACH CASE, ANY ATTORNEYS' FEES, OTHER PROFESSIONALS' FEES OR DISBURSEMENTS) (COLLECTIVELY, "LOSS") , IN ANY WAY ARISING FROM OR RELATED TO ANY SUCH USE OR ACCESS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SANSORO OR ANY SANSORO AFFILIATE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY IN ANY WAY ARISING FROM OR RELATED TO ANY EXCHANGE OF, TRANSFER OF, UNAUTHORIZED ACCESS TO OR USE OF OR ACCESS TO ANY DATA (INCLUDING, BUT NOT LIMITED TO, PERSONAL IDENTIFIABLE AND HEALTH INFORMATION), YOUR APPLICATIONS, THE SOFTWARE OR THE DOCUMENTATION, UNLESS THE ACCESS OR USE RESULTS FROM SANSORO’S VIOLATION OF THIS EULA. YOU ARE SOLELY RESPONSIBLE FOR THE ADEQUATE PROTECTION AND BACKUP OF ANY DATA USED WITH THE SOFTWARE. 

YOU REPRESENT AND WARRANT THAT YOU ARE NOT VIOLATING ANY TERMS OR CONDITIONS OF ANY AGREEMENTS APPLICABLE TO YOUR APPLICATIONS THAT ARE USED IN CONJUNCTION WITH THE SOFTWARE. YOU FURTHER REPRESENT AND WARRANT THAT YOUR USE AND DISCLOSURE OF YOUR APPLICATIONS, YOUR DATA, AND ANY OTHER INFORMATION, MATERIALS OR TECHNOLOGIES THAT YOU USE WITH THE SOFTWARE OR OEM PRODUCTS, DOES NOT INFRINGE OR VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OR OTHER LEGAL RIGHTS OF ANY THIRD PARTY, SUCH AS RIGHTS OF PUBLICITY, PRIVACY OR UNDER APPLICABLE DATA PROTECTION LAWS. 

6. NO OTHER SERVICES

This EULA does not obligate Sansoro to provide you with any updates, upgrades, support or other services, whether in connection with the Software, the Documentation or otherwise. OEM may provide you with support services related to the Software (“Support Services”). Use of support services is governed by the policies and programs of the OEM described in the Underlying Agreement, or in other materials from the OEM. For the avoidance of doubt, any provided fixes, updates or upgrades to the Software are hereby deemed a part of the Software and subject to the terms and conditions of this EULA. 

7. OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY

Notwithstanding anything to the contrary, Sansoro does not transfer to User any ownership or any other proprietary rights (including, but not limited to, any and all patent, copyright, trademark, trade secret or other intellectual property rights) in and to the Software, the Documentation, or any other Sansoro technology, information or materials, and as between the parties, Sansoro retains exclusive ownership of all right, title and interest in and to all aspects of the Software, the Documentation, and all other Sansoro technology, information or materials, as well as any and all copies or modifications thereof (by whomever made and whenever made), including, but not limited to, all copyrights and other proprietary rights with respect to any and all of the foregoing (collectively, “Sansoro Technology”). You agree (a) not use any of the Sansoro Technology except as permitted in this EULA; (b) not provide access to or disclose any Sansoro Technology to any third party; and (c) take actions to protect the Sansoro Technology using precautions that at least as stringent as the precautions you take to protect your own proprietary information and which in all cases are at least reasonable precautions. You expressly acknowledge and agree that any misuse or disclosure of Sansoro Technology would cause irreparable harm and, without limiting Sansoro’s other remedies at law or equity, in the event of any actual or threatened breach or violation of the provisions of this EULA concerning Sansoro Technology, Sansoro is entitled, without limiting any other remedies at law or equity, to obtain injunctive relief (temporary and permanent) from any court of competent jurisdiction immediately upon request and without the need to post a bond or security, with respect to any such breach or potential breach in addition to any other remedies. 

8. U.S. GOVERNMENT END-USER RIGHTS

You acknowledge and agree that the Software and the Documentation is a commercial product, which was developed at private expense; and, in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-Department of Defense acquisitions), Accordingly, the rights acquired by any and all U.S. government customers or end-users who acquire the Software and the Documentation, including its rights to use, modify, reproduce, release, perform, display or disclose the Software and the Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this EULA. To the extent any of the Software and the Documentation is found to be non-commercial by the U.S. government under applicable federal law and regulations, any provision thereof to any agency, department or entity of the U.S. government is on a "restricted rights" or "limited rights" basis to the greatest extent permitted by applicable federal law and regulations. As necessary, you agree to maintain a legend, in addition to other applicable notices of intellectual property rights, in the form provided under applicable federal law and regulations. Notwithstanding anything to the contrary, all rights in unpublished materials are hereby expressly reserved by Sansoro or its third party licensors (as applicable) under the copyright and other intellectual property laws of the United States. 

9. EXPORT COMPLIANCE

User will comply with all applicable export laws and regulations of any United States or foreign agency or authority. User agrees that it will not export or re-export, or allow the export or re-export or any product, technology or information it obtains or learns pursuant to this EULA (or any direct product thereof) in violation of any such laws or regulations. User agrees to indemnify, defend and hold harmless Sansoro and each Sansoro Affiliate from and against any and all Loss in any way arising out of or related to User's breach of this Section. 

10. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO USER ON AN "AS IS, WHERE-IS AND AS-AVAILABLE" BASIS AND WITHOUT WARRANTY OF ANY KIND OR NATURE WHATSOEVER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN OR OTHER STATEMENT MADE BY SANSORO OR ANY SANSORO AFFILIATE IS EFFECTIVE TO CREATE ANY WARRANTY OR OTHER LIABILITY OR OBLIGATION CONTRARY TO THIS DISCLAIMER. USER EXPRESSLY AGREES THAT USE OF THE SOFTWARE AND THE DOCUMENTATION IS AT USER'S SOLE RISK. TO THE EXTENT ALLOWED BY APPLICABLE LAW, SANSORO HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES, OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY ASPECT OF THE SOFTWARE AND THE DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, AS TO THE CONDITION, VALUE, QUALITIES, PROVISION, OPERATION, USE, RESULTS OR WORKMANSHIP THEREOF, OR THE ABSENCE OR CORRECTION OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. 

SANSORO SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY REPRESENTATIONS OR WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. SANSORO MAKES NO WARRANTY OR REPRESENTATION THAT THE SOFTWARE AND THE DOCUMENTATION, OR ANY ASPECT OF THE CONDITION, VALUE, QUALITIES, PROVISION, OPERATION, USE, RESULTS OR WORKMANSHIP THEREOF, WILL MEET USER'S REQUIREMENTS, WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR FREE, WILL BE ACCURATE OR COMPLETE, WILL BE COMPLETELY SECURE, OR WILL NOT BE SUSCEPTIBLE TO UNAUTHORIZED ACCESS, INTRUSION OR ATTACK BY THIRD PARTIES OR TO INFECTION BY COMPUTER VIRUS OR OTHER MALICIOUS OR INJURIOUS CODE. IN NO EVENT SHALL SANSORO OR ANY SANSORO AFFILIATE BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, INACCURACIES, INCOMPLETENESS OR UNAUTHORIZED ACCESS, INTRUSION, ATTACK OR INFECTION, OR OF ANY FAILURE TO MEET USER'S REQUIREMENTS, WHETHER OR NOT THE PARTY IN QUESTION WAS NOTIFIED, ADVISED OR WARNED, OR OTHERWISE KNEW OR SHOULD HAVE KNOWN, OF ANY SUCH REQUIREMENTS OR THE POSSIBILITY OF ANY SUCH CONSEQUENCES. Some states or jurisdictions do not allow the exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to thirty (30) days from delivery. 

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL SANSORO OR ANY SANSORO AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY, UNDER ANY THEORY OF LAW OR EQUITY, REGARDLESS OF THE FORM OF THE CLAIM OR WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF ANY VIOLATION OF LAW, INFRINGEMENT, BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, GROSS NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OR SIMILAR OR RELATED CLAIMS ARISING FROM THE ACTS OR OMISSIONS OF ANY PERSON), INDEMNITY, CONTRIBUTION, STATUTE, COMMON LAW OR OTHERWISE, FOR ANY LOSS THAT COULD HAVE BEEN AVOIDED BY THE DAMAGED PARTY'S USE OF REASONABLE DILIGENCE OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS ASSOCIATED WITH BUSINESS INTERRUPTION, BODILY INJURY OR DEATH, LOSS OF PRODUCTION, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF OPPORTUNITIES OR LOSS OF GOODWILL, IN ANY WAY ARISING IN CONNECTION WITH THIS EULA, HOWEVER CAUSED, EVEN IF THE PARTY IN QUESTION WAS NOTIFIED, ADVISED OR WARNED OR OTHERWISE KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. 

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE CUMULATIVE MONETARY LIABILITY OF SANSORO AND ANY SANSORO AFFILIATES, UNDER ANY THEORY OF LAW OR EQUITY, REGARDLESS OF THE FORM OF THE CLAIM OR WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF ANY VIOLATION OF LAW, INFRINGEMENT, BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, GROSS NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OR SIMILAR OR RELATED CLAIMS ARISING FROM THE ACTS OR OMISSIONS OF ANY PERSON), INDEMNITY, CONTRIBUTION, STATUTE, COMMON LAW OR OTHERWISE, EXCEED IN THE AGGREGATE THE FEES RECEIVED BY SANSORO FOR YOUR USE OF THE SOFTWARE IN THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF SANSORO’S RECEIPT OF NOTICE OF THE CLAIM. IN NO EVENT SHALL YOU RAISE ANY CLAIM UNDER THIS EULA MORE THAN TWO YEARS AFTER: (I) THE DISCOVERY OF THE CIRCUMSTANCES GIVING RISE TO SUCH CLAIM; OR (II) THE EFFECTIVE DATE OF THE TERMINATION OF THIS EULA. 

12. GOVERNING LAW AND DISPUTE RESOLUTION

This EULA shall be deemed to have been entered into in the State of Minnesota, and any matters regarding the interpretation or enforcement hereof shall be governed exclusively by the law of the State of Minnesota, without regard to its conflicts of law principles, except in so far as the federal law of the United States of America may control any aspect of this EULA, in which case federal law shall govern such aspect. The United Nations Convention on International Sale of Goods Act and the Uniform Computer Information Transactions Act (UCITA) as adopted by any state are specifically excluded from application hereunder and shall not apply to this EULA. 

You hereby irrevocably and unconditionally (a) agree to accept service of process by mail and submit to the exclusive jurisdiction of state and federal courts located in Minnesota for purposes of any action, suit or proceeding arising out of the transactions contemplated by this EULA (a "Proceeding"), (b) waive any objection you may have to the venue of any Proceeding in such courts, and (c) waive, and agree not to plead or to make, any claim that any Proceeding brought in any state and federal courts located in Minnesota has been brought in an inconvenient or otherwise improper forum

13. FORCE MAJEURE

Neither party shall have any liability for any failure to perform its obligations under this EULA if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of such party. 

14. GENERAL

You may not assign, sell, delegate, sublicense or transfer this EULA or any of its rights or obligations hereunder, in whole or in part, to any third party (including, but not limited to, any affiliated party) without Sansoro’s prior written consent (which shall not unreasonably withhold). Any purported attempts by User to do so in violation of the preceding sentence are void. There are no third-party beneficiaries to the EULA, meaning that this EULA shall not be for the benefit of or enforceable by any person or entity not a party hereto and shall not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, the OEM has the right to enforce this EULA for the benefit of Sansoro. The relationship of Sansoro and User established by this EULA is that of independent contractor. This EULA constitutes the entire, final, complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals representations, negotiations, conversations and discussions, between the parties, whether written or oral, as well as all industry customs or trade practices, relating to the subject matter hereof except in the event the parties have each signed a purchase order, master agreement or other contract that governs the subject matter hereof. Except as otherwise expressly provided herein, in the case of a conflict between a provision in this EULA and a provision in the Underlying Agreement under which you have been authorized to use the Software, the conflicting provision of this EULA shall prevail over the conflicting provision in Underlying Agreement but only to the extent necessary to minimize or avoid such conflict. This EULA may not be modified except by User's acceptance of a more recent End User License Agreement applicable to the Software pursuant to Section 3 of this EULA or by a written instrument dated subsequent to the effective date of this EULA and accepted by the signature of duly authorized representatives of the parties. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this EULA. Section headings and titles are provided only for convenience and will not be used in interpreting the EULA. Except as otherwise expressly provided herein, all remedies available to either party for breach of this EULA are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. If any provision of this EULA is prohibited by law or held to be void or unenforceable, the remaining provisions hereof will not be affected, this EULA will continue in full force and effect as if such void or unenforceable provision had never constituted a part hereof, and the void or unenforceable provision will be automatically amended so as best to accomplish the original objectives of such provision within the limits of applicable law. 

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS SET FORTH IN THIS EULA, UNDERSTAND ALL SUCH TERMS AND CONDITIONS AND AGREE TO BE BOUND THEREBY.