As of February 8, 2023

Your use of the Software (as defined below) and related Services (as defined below) is governed at all times by this End User License Agreement (“EULA”). References herein to “you”, “your”, and “Licensee” in this EULA refers to the individual and, if applicable, the entity such individual represents using the Software and/or Services. References in this EULA to “we”, “our”, “us”, and “RISA” herein means RISA Tech, Inc., a Delaware corporation, having a principal place of business as set forth in Section 19(b) below. Each of Licensee and RISA may be referred to herein as a “Party” and collectively as the “Parties”.

Section 1. EULA Acceptance

1. You must agree to this EULA prior to your use of the Software and/or Services. Please read this EULA in its entirety, as it governs your rights to access and use the Software and any Services made available to you by RISA, in accordance with the Order. If you do not agree to be bound by this EULA, you are prohibited from using the Software and the Services.
2. This EULA is a binding legal agreement between you and RISA and governs in all respects your use of the Software, the Services, and the RISA Content (as defined below) made available to you in connection with your submission of an Order, except with respect to any software or services made available to you by us pursuant to a separate written agreement, which shall be governed by that agreement. For purposes of this EULA, you understand and agree that RISA may partner with third parties to provide some or all of the Software and/or Services (hereinafter, the “RISA Service Partners”). The RISA Service Partners shall be third party beneficiaries of this EULA, with full power and authority to enforce all rights hereunder against you.
3. This EULA can be accepted by you by either (i) clicking on an acceptance button or other affirmative consent with respect to the EULA, if one is provided by us, including as provided in connection with the submission of an Order online, as part of the registration process or in connection with the launch of the Software; or (ii) by actually using the Software and/or Services, or a portion of same, in which case your usage shall be deemed an acceptance of this EULA commencing upon your first use of the Software and/or Services or a portion thereof.

Section 2. Definitions

In addition to any terms defined throughout this EULA, when used in this EULA, the following capitalized terms shall have the meanings indicated below:

“Account” means Licensee’s account through which Licensee’s Designated Users can access and use the Software and Services.

“Affiliate” means an entity controlling, controlled by or under common control with a party. As used in this definition, the terms “control,” “controlling” and “controlled by” shall mean the possession, directly or indirectly, of the power either to (a) vote 50% or more of the securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of such person or (b) direct or cause the direction of the actions, management or policies of such person, whether through the ownership of voting securities or interests, by contract or otherwise.

“Confidential Information” means any and all information disclosed by one Party to the other Party, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or that is provided under circumstances reasonably indicating that the information is confidential or proprietary, including, without limitation, trade secrets, business plans, technical data, product ideas, personnel, contract and financial information, and the terms of this EULA, as well as, specifically in the case of RISA, the Software and Services and any Documentation or other proprietary materials describing the foregoing. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this EULA or any other agreement by the recipient of the information; (b) is or was known by the recipient of the information at or before the time such information was received from the discloser, as evidenced by the recipient’s tangible (including written or electronic) records; (c) is received from a third-party that is not under an obligation of confidentiality to the knowledge of the receiving Party with respect to such information; or (d) is independently developed by the recipient of the information without any breach of this EULA, as evidenced by the recipient’s contemporaneous tangible (including written or electronic) records.

“Designated Users” means the Licensee and/or those individual users designated by Licensee to access the Account, each of which may be assigned a unique user login and password, subject at all times to the agreement of such individual to be bound by the terms of this EULA and such other limitations as may be set forth in an applicable Order.

“Documentation” means all operating manuals, user manuals, training materials, guides, product descriptions, product specifications, technical manuals, supporting materials, and other information relating to the Software and/or Services.

“Fees” has the meaning set forth in Section 8 hereof.

“Intellectual Property Rights” means any copyright, trademark, service mark, trade name, patent, patent application, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right arising under the laws of any jurisdiction, whether registered or unregistered.

“Order” means an order, whether in electronic or paper format, submitted by Licensee to license our Software and Services or portions thereof, including as may be submitted through our website at risa.com, pursuant to which Licensee agrees to the terms of this EULA and (i) the Fees you will pay for our Software and Services, (ii) the initial term for which you shall receive our Software and Services and commit to pay the Fees, (iii) limitations on your use of the Software and Services, including the total number of Designated Users you may have access the Software and Services, and (iv) such other terms and conditions as may be set forth therein from time to time.

“Renewal Date” for monthly subscriptions means the date that reoccurs exactly one (1) month from the date of purchase and each month thereafter, and for annual subscriptions means the date that reoccurs exactly one (1) year from the date of purchase and each year thereafter.

“Renewal Period” means the ninety (90) day period immediately preceding the Renewal Date for annual subscriptions only.

“RISA Content” means any and all content and information provided to you from or through the Software and/or Services, including without limitation, text, files, content, logos, data, graphics, images, links, software, communications, messages or other materials and terms of expression.

“Service(s)” means those services offered by RISA in connection with the provision of the Software, including without limitation, in the case of Software licensed on a software-as-a-service basis, hosting, maintenance and other related ancillary services, including without limitation with respect to Licensee’s content, as well as the RISA Content.

“Software” means the structural design and optimization software code comprising all or a portion of the software made available by RISA for use by Licensee and its Designated Users pursuant to an Order, a description of which can be found at risa.com/products, including any modified versions, updates or upgrades thereto that may be provided to Licensee by RISA, but does not include source code for the Software.

“Third Party Services” has the meaning set forth in Section 9(a) hereof.

Section 3. License to Software and Services

1. Subject at all times to the limitations, prohibitions and restrictions set forth herein and the payment of the Fees and other charges as may be set forth in an Order, RISA hereby grants you a personal, worldwide, revocable, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the Software and the Services provided by RISA to you pursuant to this EULA. For clarity, the foregoing license is granted to you solely to enable you to use Software and Services in a manner consistent with this EULA and the Order, and specifically to assist Licensee with the management of its structural engineering analysis and design calculations. Only that number of Designated Users set forth in an Order shall have the foregoing rights. If no number of Designated Users is set forth in an Order, then only the person agreeing to the Order and this EULA may use the Software and Services.
2. Under no circumstances may you assign or sublicense your rights to use the Software and/or Services pursuant to this EULA or otherwise transfer, hypothecate, or grant a security interest in any of your rights granted pursuant to this EULA.

Section 4. Your Use of the Software and Services

1. You shall only use the Software and Services for the purposes described by the Documentation and/or as set forth in an Order and all such use must comply with all applicable laws, rules and regulations, as well as applicable guidelines and practices applicable to such Software and Services, as may be promulgated in all jurisdictions with authority over your use of the Software and Services, including all applicable data and software export laws as more specifically set forth in Section 19(j) hereof.
2. Under no circumstances are you permitted to engage in any activity that disrupts or otherwise interferes with the proper function of the Software and/or Services, as well as any servers, technology, equipment and or network infrastructure provide and/or accessible in connection with same.
3. Licensee agrees that Licensee will not, nor will Licensee allow or facilitate a third party to, directly or indirectly (i) reproduce or modify the Software and/or Services, (ii) use any device, software or routine to interfere with the proper working of the Software and/or Services, (iii) unless otherwise approved by RISA in writing, use any automated means, including, without limitation, agents, robots, scripts or spiders, to access the Account or to monitor or copy the Software and/or Services, or (iv) use the Software and/or Services in any manner other than as permitted by this EULA. Without limiting the foregoing, Licensee further agrees that it will not take any action that imposes an unreasonable or disproportionately large load on the Software infrastructure, as reasonably determined by RISA. RISA reserves all rights not expressly granted under this EULA.
4. Any breach of your obligations under this EULA shall be solely your responsibility and under no circumstances shall RISA have any responsibility or liability to you or any third party as a result of your breach of your obligations hereunder.
5. In connection with your use of the Software and Services, you may be required to provide a username and password. You are responsible for ensuring that your username and password are not shared with unauthorized parties and under no circumstance is RISA liable for any security breach resulting from the misuse of your username and/or password by you, your employees, ex-employees, agents, and directors.
6. Exclusive of the Software and Services provided by RISA pursuant to an Order, in connection with your use of the Software and Services, you shall be solely responsible, at your sole cost and expense, for (i) providing and maintaining all hardware, software, electrical and other physical requirements necessary for Licensee’s use of the Software and Services, including, without limitation, telecommunications and Internet access connections and links, web browsers, bandwidth, or other equipment, software and services required to access and use the Software and Services, (ii) ensuring that all of the foregoing are compatible with the Software and Services, and (iii) complying with all system requirements provided by RISA, including without limitation the recommended RISA configuration procedures and Documentation to the extent provided by RISA.

Section 5. Software and Service Updates; Discontinuation and Suspension; Support

1. RISA reserves the right to update the Software and Services from time to time. Such updates may improve, enhance and/or further develop the Software and/or the Services, including updates for bug fixes, enhanced functions, new software modules and completely new versions. By agreeing to this EULA, you agree to receive such updates (and, as appropriate based on the terms of your Order, permit RISA to deliver these updates automatically to your computer system) in connection with your use of the Software and Services. Your continued use of the Software and/or Services following any such updates, modifications, and/or changes constitutes your acceptance of same in all respects.
2. At any time and without notice to you, RISA may permanently or temporarily terminate or suspend the provision of the Software and/or Services or any portion thereof to you or in general for any reason or no reason, in its sole discretion. In such an event, you understand and agree that you may be unable to access the Software, the Services, any RISA Content, files and/or information, including your account information, that was previously accessible to you via the Software and Services. You may cease using the Software and/or Software at any time without notice to us for any or no reason, but you will at all times remains subject to the terms of the Order and this EULA.
3. Except as may be agreed in an Order, (i) RISA does not provide any assistance to its users, including you, (ii) your use of the Software and Services is at your sole complete risk, and (iii) RISA does not undertake nor is it obligated to provide you with any updates, upgrades, bug fixes, error corrections and/or enhancements to all or any portion of the Software and/or Services, but to the extent it does so, RISA only offers updates, upgrades, bug fixes, error corrections and/or enhancements to the most recent version of the Software.

Section 6. Content and Materials

1. In order for RISA to provide the Software and the Services, RISA may require and/or you may wish to provide to us certain information and content, including but not limited to business information, calculations, software models, construction drawings, engineering plans, images, photographs, logos, trademarks, trade names or service marks (collectively, “Your Content”). You hereby grant RISA a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, and sublicensable (including through multiple tiers) right and license to use, store, copy, process, publish, distribute, syndicate, reformat, and update Your Content provided by you solely for the purposes of providing you with the benefit of the Software and/or Services ordered by your pursuant to an Order.
2. You shall use commercially reasonable efforts at all times during RISA’s provision of the Software and Services, to ensure that any of Your Content provided by you is true, accurate and complete and in compliance with all applicable Federal and state laws, rules and regulations. You acknowledge and agree that you are solely responsible for the accuracy and completeness of Your Content and that if Your Content is not accurate and complete, the Software and Services may fail in connection with your intended use.
3. Upon your written request, RISA shall use reasonable efforts to remove, and to request that any of RISA Service Partners remove, any of Your Content from the Software and Services and any websites associated with the Services within a commercially reasonable period of time.
4. Any RISA Content is owned by the party from which such RISA Content originated, and such party remains solely responsible in all respect for such RISA Content. All RISA Content provided from or through the Software and/or Services is subject to Intellectual Property Rights with respect thereto. Under no circumstances may you modify, distribute, sell, rent, lease, loan, or create derivative works based on this RISA Content (either in whole or in part) unless the RISA Content owner has provided you with specific written permission to do so in a separate written agreement.

Section 7. Ownership and Intellectual Property Rights

1. You acknowledge and agree you have no rights to use any of RISA’s trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and/or, except as provided in your Order, the Software, the Services and the RISA Content. “RISA” as applied to structural engineering software is a trademark of RISA. As between Licensee and RISA, RISA owns all legal right, title and interest in and to the Software and the Services, including any Intellectual Property Rights with respect to same (whether those rights are registered or not, and regardless of the jurisdiction in which such rights may exist). Use of the Software and the Services for any purpose not set forth in this EULA or an applicable Order is prohibited. Licensee acknowledges such ownership and will not take any action to jeopardize, limit or interfere in any manner with RISA’s rights with respect to the Software and Services. The Software and Software are protected by copyright and other intellectual property laws and by international treaties. You acknowledge and agree to same. The foregoing statement of ownership is subject to all applicable open source and/or third-party licenses with respect to the Software and the Services that RISA is subject to or that are otherwise applicable to RISA.
2. Subject at all times to the license set forth in Section 6(a) above, RISA acknowledges and agrees that it obtains no right, title or interest in or to any of Your Content uploaded, posted, transmitted, displayed or otherwise made available on or through the Software and/or the Services, including any Intellectual Property Rights therein. RISA shall have no responsibility to protect and/or enforce any such Intellectual Property Rights in Your Content, for which you remain solely responsible.
3. Under no circumstances are you allowed to (i) copy, modify, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code for the Software or otherwise attempt to derive any of RISA’s Intellectual Property Rights in the Software and Services, except as may permitted by applicable law; (ii) modify, alter, delete, obscure or remove any copyright, trademark, patent or other proprietary notices or legends that appear on or are affixed to the Software and/or the Services or any Documentation related thereto; (iii) create derivative works from, adapt, translate, alter, or embed into any other service or product with or into the Software and/or Services; (iv) except as specified in an Order, use separate components of the Software on different computers; (v) sell, resell, copy, distribute, rent, lease, lend, sublicense, transfer, assign or make the Software and/or Services available to any third party or use the Software and/or Services on a service bureau basis. As between Licensee and RISA, any changes to, modifications to, or derivative works of the Software shall become the exclusive property of RISA.
4. Licensee may, but is not obligated to, provide or submit any suggestions, feedback, comments, ideas, or other information relating to the Software and/or Services or modifications or enhancements thereto (the “Licensee Input”). Any Licensee Input is provided on a non-confidential basis regardless of any suggestion to the contrary in any Licensee communication, and Licensee hereby grants RISA a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, transferable right and license to exploit such Licensee Input (directly or through third parties) in any manner without compensation or liability to Licensee for any purpose whatsoever, including, but not limited to, developing, manufacturing, enhancing, improving, promoting, and marketing RISA’s products and services.

Section 8. Fees Applicable to the Use of the Software and Services

The fees payable to RISA by you for your use of the Software and/or Services (the “Fees”) are set forth in the Order or Orders which incorporates this EULA by reference. You agree to be charged the Fees on the debit or credit card entered by you at the time of completing your Order and such charges will regularly occur on the schedule set forth in the Order, unless a subsequent update is made by you to your Account information. All payments of Fees due hereunder shall be made in U.S. Dollars and must be paid via valid debit or credit card.

You may cancel an annual subscription (including annual maintenance) within five (5) days of the date of purchase for a full refund. You may cancel a monthly subscription within twenty-four (24) hours of the date of purchase for a full refund. You may cancel a perpetual license within five (5) days of the date of purchase for a full refund. Cancellation requests must be made in writing and sent to info@risa.com.  No refunds will be given for cancelation requests received after the above stated time periods.

You may modify an annual subscription (including annual maintenance) during the Renewal Period. Such modifications shall be effective on the Renewal Date and the Fees due for such Renewal Term will be adjusted accordingly.

Section 9. Third Party Content and Services

1. Portions of the Services may link to or be provided from a third party, including without limitation, a RISA Service Partner, including without limitation third party databases, directories, applications, websites, software, programs, services, servers, networks, and systems (collectively, “Third Party Services”). RISA does not manage or control any of the Third Party Services and shall have no responsibility with respect to any Third Party Services, including without limitation, the accuracy, availability, truthfulness, or functionality of any such Third Party Services. RISA does not endorse or warrant any such Third Party Services or any product, service or advertising that may be available through such Third Party Service in any way by virtue of making it available to you. As between Licensee and the owner of such Third Party Services, such provider of Third Party Services owns all legal right, title and interest in and to such Third Party Services, including any Intellectual Property Rights with respect to same (whether those rights are registered or not, and regardless of the jurisdiction in which such rights may exist). In furtherance of the foregoing and without limitation, you acknowledge and agree as follows:
   
   “APA” is a registered trademark of APA - The Engineered Wood Association
   “BCI” is a registered trademark of BOISE CASCADE WOOD PRODUCTS, L.L.C.
   "CoreBrace" is a registered trademark of Core-Brace, LLC.
   “Georgia-Pacific” is a registered trademark of Georgia-Pacific Corporation
   "GPI" is a registered trademark of Georgia-Pacific Wood Products South LLC
   “iLevel” is a registered trademark of Weyerhaeuser NR Company
   “iLevel Trus Joist Microllam LVL” is a registered trademark of Weyerhaeuser NR Company
   “iLevel Trus Joist Parallam PSL” is a registered trademark of Weyerhaeuser NR Company
   “International Beams” is a registered trademark of International Beams, Inc.
   "LPI" is a registered trademark of Louisiana-Pacific Corporation
   “Nordic” is a registered trademark of Les Chantiers de Chibougamau ltée
   “Pacific Woodtech” is a registered trademark of Pacific Woodtech Corporation
   “Red” is a registered trademark of REDBUILT, LLC
   “Rebuilt” is a registered trademark of REDBUILT, LLC
   "RFPI" is a registered trademark of Roseburg Forest Products
   "Simpson Yield Link" is a registered trademark of Simpson Strong-Tie Company, Inc.
   "Steel Joist Institute SJI" is a registered trademark of Steel Joist Institute.
   “TimberStrand Trus Joist” is a registered trademark of Weyerhaeuser NR Company
   “TJI” is a registered trademark of Weyerhaeuser NR Company
   
2. Some or all of the Services provided by RISA pursuant to this EULA may require the sending, delivering or receiving of information between related to you or your clients to certain Third-Party Services, including without limitation payment processing providers. Any such information may be processed, transferred, relayed or carried through networks, systems, servers, websites or applications (e.g. telephone and cellular networks, e-mail servers) that are not owned or controlled by RISA (“Third Party Networks”) (e.g., AWS for serving and hosting; CyberSource for payment processing). Under no circumstances shall RISA in any way be responsible for the performance, functionality, quality, availability, or reliability of any of the Third Party Networks or any of the information processed, transferred, sent, delivered, relayed, carried or received through any such Third Party Networks. RISA makes no guarantee or warranty that the information processed, transferred, sent, relayed, carried or delivered through Third Party Networks will reach its intended destination, or that the details of the recipient or sender are correct or accurate.

Section 10. Representations and Warranties

You represent, warrant and covenant that at all times during the Term of this EULA:

1. the individual accepting this EULA is authorized to act for itself and/or on behalf of the entity it represents and to bind Licensee to this EULA;
2. you have the full power and authority to conduct your business, to enter into this EULA, and to perform your obligations under this EULA;
3. your execution, delivery and performance of this EULA will not conflict with or violate: (i) any provision of law, rule or regulation to which you are subject; (ii) any order, judgment or decree applicable to you; (iii) any provision of your organizational documents (if applicable); (iv) any other contract to which Licensee is a party; or (v) any terms and conditions or other instrument applicable to you;
4. you have all necessary right, title and interest in and to Your Content provided by you, and Your Content does not infringe or otherwise violate any Intellectual Property Right of any third party and/or violate any law or regulation; and
5. you will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees in connection with your use of the Software and Services.

Section 11. DISCLAIMER OF WARRANTIES

THE SOFTWARE AND SERVICES ARE ONLY INTENDED FOR USE BY PROFESSIONAL ENGINEERS AND ARCHITECTS WHO POSSESS AN UNDERSTANDING OF STRUCTURAL MECHANICS. RISA HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND SERVICES, THE WEBSITES AND/OR ANY CONTENT DELIVERED, SENT, ACCESSIBLE, OR RECEIVED BY OR THROUGH THE SOFTWARE AND THE SERVICES OFFERED BY RISA, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. RISA IS PROVIDING THE SOFTWARE AND SERVICES TO YOU SOLELY ON AN “AS IS, AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, RISA DOES NOT REPRESENT OR WARRANT TO YOU THAT (i) YOUR USE OF THE SOFTWARE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (ii); YOUR USE OF THE SOFTWARE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS (iii) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE AND/OR SERVICES WILL BE CORRECTED; AND (iv) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SOFTWARE AND/OR SERVICES WILL BE ACCURATE OR RELIABLE. RISA DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, AVAILABILITY, RELIABILITY OR THE RESULTS OF THE USE OF THE SOFTWARE AND/OR THE SERVICES, OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION ANY RISA SERVICE PARTNER SERVICES AND/OR RISA SERVICE PARTNER CONTENT, OR THE INFORMATION AND CONTENT DELIVERED, SENT, OR RECEIVED BY OR THROUGH THE SOFTWARE AND/OR SERVICES IN TERMS OF THE ACCURACY, VALIDITY, QUALITY, RELIABILITY, COMPLETENESS, STABILITY, CURRENTNESS, NON-INFRINGEMENT, OR OTHERWISE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND SERVICES, IS ASSUMED AND BORNE BY LICENSEE. SOLELY TO THE EXTENT THE ABOVE LIMITATIONS ARE UNLAWFUL IN YOUR JURISDICTION, THEN OUR LIABILITY TO YOU WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Section 12. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER RISA NOR ANY RISA AFFILIATE AND/OR RISA SERVICE PARTNER WILL, IN ANY EVENT, BE LIABLE TO ANY PARTY, INCLUDING YOU (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SOFTWARE AND/OR SERVICES PROVIDED BY RISA OR ANY RISA SERVICE PARTNER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; (ii) FOR THE TRANSMISSION OR DELIVERY OF ALL OR ANY PART OF ANY RISA CONTENT, FOR ANY DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR FOR THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE AND/OR THE SERVICES; (iii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, DELAYS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE SOFTWARE AND/OR THE SERVICES; (iv) ANY CHANGES WHICH RISA OR ANY RISA SERVICE PARTNER MAY MAKE TO THE SOFTWARE AND/OR SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SOFTWARE AND/OR SERVICES (OR ANY FEATURES WITHIN THE SOFTWARE AND/OR SERVICES); (v) IF ANY RISA CONTENT INFECTS OR CONTAMINATES A USER’S SYSTEM OR INFORMATION OR CONTENT; (vi) YOUR FAILURE TO PROVIDE RISA WITH ACCURATE ACCOUNT INFORMATION OR YOUR FAILURE TO KEEP YOUR USERNAME, PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, AS APPLICABLE. THE FOREGOING LIMITATIONS ON THE LIABILITY OF RISA AND EACH RISA SERVICE PARTNER SHALL APPLY TO YOU WHETHER OR NOT RISA HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SINCE SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, RISA’S AND RISA SERVICE PARTNERS’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHICH SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE TOTAL FEES PAID BY YOU TO RISA IN THE IMMEDIATELY PRECEDING SIX (6) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

Section 13. Termination

The initial term of your license to access and use the Software and/or the Services pursuant to this EULA shall be as set forth in the applicable Order and commence on the date of purchase (the “Initial Term”). The Initial Term shall be equal to one (1) month if you purchase a monthly subscription or one (1) year if you purchase an annual subscription (or annual maintenance).

If you have elected to enable auto-renewals, your Order and this EULA shall automatically renew on each Renewal Date, monthly or annually as applicable, and the Software and Services shall continue to be made available to you, thereafter for additional periods equal to your Initial Term (each, a “Renewal Term” and together with the Initial Term, the “Term”).

If you have elected to disable auto-renew, your Order and this EULA shall automatically terminate, and your access and use of the Software and/or Services shall cease, on the Renewal Date unless you actively renew the license in the Customer Portal or by contacting us at info@risa.com.

For annual subscriptions, during the Renewal Period, you may modify the number of Designated Users you have licensed or you may modify the Software and/or the Services licensed by you.

RISA may terminate this EULA if your materially breach any provision hereof and such breach, to the extent capable of being cured, is not cured within ten (10) days of receipt of Notice from RISA. Notwithstanding the foregoing, RISA reserves the right to suspend and/or terminate its legal agreement with you pursuant to this EULA and all access to the Software and Services at any time and for any reason or no reason without restriction. Until a termination, this EULA will continue to apply to you and your use of the Software and/or Services. Upon the termination of this EULA, all of the legal rights, obligations and liabilities that you and RISA have benefited from, been subject to (or which have accrued over time during the period in which the EULA has been in force) or which are expressly continued indefinitely by the terms hereof, shall continue in full force and effect without termination, including as set forth in Section 19(c) hereof.

Section 14. EULA Amendments and Modifications

RISA reserves the right, in its sole discretion, to amend, modify and otherwise change the terms of this EULA at any time. Any such changes to this EULA will be posted at risa.com/eula. In the event there are material changes to the EULA, RISA will provide notice to you either by sending you notice either via email or mail, in its sole discretion, or by posting a notice of such changes in a prominent position within the Services accessed by you. Any use of the Software and/or Services by you after the date the EULA is changed shall constitute your acceptance of the EULA, as modified for all purposes.

Section 15. Indemnification

As additional consideration for your use of the Software and/or Services, you agree to fully indemnify and hold harmless RISA and its officers, employees, representatives, agents, Affiliates, partners, licensors, and RISA Service Partners from and against any demand or claim, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of the Software and Services, (ii) any violation by you of this EULA, (iii) any of Your Content you make available through the Software and/or Services, (iv) your use of any RISA Content provided to you by or through the use of the Software and/or Services, and/or any (v) violation by you of any rights of another.

Section 16. Privacy and Security

1. In connection with your use of the Software and/or Services, you acknowledge and agree that we may collect, store, process, use, and disclose any Personal Information (as defined in our Privacy Policy) that you provide us, either directly or as a result of your use of the Software and Services, provided such use is in compliance with the terms of our Privacy Policy (as may be updated from time to time) and which is available at com/privacy. Please take the time to review our Privacy Policy, which explains how RISA collects, processes, uses, protects and discloses Personal Information, and provides you with options as to RISA’s use and disclosure of your Personal Information. By using the Software and Services, you agree to our use of your information in accordance with the Privacy Policy.
2. You acknowledge that, as with most Internet applications, there are certain inherent risks associated with accepting or downloading files from or through the Software and/or Services, including without limitation, damage to your computer systems and/or any data or files stored on your computer systems.
3. You further acknowledge that you are aware that (1) data and information on the Software and/or Services may be subject to forgery, tampering, sniffing, spamming, eavesdropping, spoofing, password cracking, electronic trespassing, hacking, nuking, system contamination including viruses, worms and Trojan horses causing unauthorized, damaging and/or harmful access to, or retrieval of, information and data on your computer systems; (2) the Software and/or Services will have security and privacy limitations that may not be acceptable to you, including without limitation the limitation of security, privacy and authentication measures and features; (3) the privacy and security features available through the Software and the Services are provided to you solely as a convenience and may not operate according to their description or may not operate at all; (4) information, data or messages may not reach their destination or may reach an erroneous address or recipient; and (5) by activating certain features, you may provide third parties with certain limited remote access to certain files on your computer systems. Activating these features increases the risk that third parties will be able to tamper with your computer systems.

Section 17. Confidentiality

Each party will hold all Confidential Information of the other party in strict confidence and will not disclose any Confidential Information to any third party during the Term and for a period of three (3) years thereafter. The parties will disclose the Confidential Information of the other Party only to its respective employees, contractors, agents, and, in the case of RISA, RISA Service Partners, who need to know such information for the purposes of performing their respective obligations under this EULA and the Order. Neither party will use any Confidential Information of the other party for the benefit of itself or any third party or for any purpose other than performing its obligations under this EULA. Each party will use the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information of the other party. If the disclosure of Confidential Information of a party is required by law, such party shall promptly notify the disclosing party in advance of such required disclosure where lawfully able to do so and use its best efforts to minimize the scope of such disclosure. Licensee and its Designated Users agree that in connection with their obligations pursuant to this Section 17, they shall not undertake any review or comparison of the Software and Services to any similar product or service or otherwise publish any such review or comparison without the express prior written consent of RISA.

Section 18. Rights and Remedies

1. In addition to any other legal remedies that may be available to RISA, we may seek and obtain injunctive relief against you in the event of a threatened or actual breach of Section 7 and/or a threatened or actual disclosure or misuse or threatened disclosure or misuse of any of the proprietary and/or Confidential Information of RISA contained in or accessible through use of the Software and/or Services, the disclosure of which would give rise to irreparable injury to RISA and/or its RISA Service Providers, which could not adequately be compensated in damages.
2. This EULA, including without limitation, RISA’s enforcement of the terms of this EULA, are not intended to confer, nor do they confer, any rights or remedies upon any person other than RISA and its RISA Service Providers, that are intended third party beneficiaries hereof. Nothing contained in this EULA is intended to confer upon any person not a party to this EULA any rights or remedies in any circumstance, unless otherwise provided for herein.

Section 19. General Terms

1. If any part of this EULA is held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties hereto, and the remaining portions shall remain in full force and effect.
2. Any and all legally required communications, including notices, disclosures, agreements, or other information required in connection with any of the Software and/or Services may be sent to you electronically, including via (i) e-mail to an e-mail address provided by you, and/or (ii) by pop up notice, system notice, or any other form of notice, on any portion of the Software and/or Services and/or by (iii) posting the notices on a main page or other page of the relevant Service, from RISA and you consent to the receipt of same (hereafter, “Notices”). RISA may provide Notices to you regarding the Software and Services, including without limitation any notices with respect to violations of this EULA, any updates to the Software Services or the EULA, or any portions thereof, and promotional information. Regardless of whether you read a Notice when you receive it, the delivery of any Notice from RISA is effective when sent by RISA. You may contact us by:
   
   Emailing us at info@risa.com
   Calling us at 949-951-5815
   Writing us at:
   
   RISA Tech, Inc.
   27442 Portola Parkway, Suite 200
   Foothill Ranch, CA 92610
   
3. Sections 2, 3(b), 4(c), 4(d), 6(a), 7, 11, 12, and 15 through 19 shall survive the termination of this EULA for any reason and the termination of your use of all or a portion of the Software and/or Services.
4. Applicable Law.This EULA, including any amendments hereto, shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts-of-law rules. Notwithstanding the foregoing, your use of all or a portion of the Services may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with RISA or relating in any way to your use of the RISA Services resides in the courts of Orange County, California. You further agree and expressly consent to the exercise of personal jurisdiction in the courts of California in connection with any such dispute, including any claim involving RISA or its Affiliates, employees, contractors, officers, directors, telecommunication providers and content providers. The UN Convention on Contracts for the International Sale of Goods shall not apply to this EULA.
5. RISA reserves the right, in its sole and absolute discretion, to transfer, assign, sublicense or pledge in any manner whatsoever, any of its rights and obligations under this EULA to any third party whatsoever, without your consent and without notice to you. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this EULA. Any purported assignment, sale, transfer, delegation or other disposition by you, except as permitted herein, will be null and void.
6. Recovery of Fees by Prevailing Party.If any legal action, including, without limitation, an action for arbitration or equitable relief, is brought by one party against the other party relating to this EULA or the breach or alleged breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a voluntary dismissal by the party instituting the action, will be entitled to reimbursement from the other party for the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorneys’ fees paid or incurred in good faith.
7. Force Majeure.RISA will not be deemed in default of this EULA to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of RISA.
8. If the application of any provision of this EULA to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this EULA will not in any way be affected or impaired thereby, and (b) such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
9. Independent Contractors.The relationship of RISA and you established by this EULA is that of independent contractors, and nothing contained in this EULA will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the parties.
10. Export Control.You agree to abide by U.S. and other applicable export control laws and not to export, re-export or otherwise transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws or to any person to whom exports, re-exports or transfers are prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to RISA any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
11. Notice for California Users.Pursuant to California Civil Code Section 1789.3, users of the Software and/or Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may also contact RISA at the address and phone number set forth in Section 19(b). Charges under this EULA shall be made in accordance with the Order.
12. The headings and captions used in this EULA are inserted for convenience only and will not affect the meaning or interpretation of this EULA.
13. The construction of this EULA will not take into consideration the party who drafted or whose representative drafted any portion of it, and no canon of construction will be applied that resolves ambiguities against the drafter of a document.
14. Entire Agreement.The provisions of this EULA, including any Exhibits hereto which are incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof, and this EULA supersedes all prior agreements or representations, oral or written, regarding such subject matter. You agree that, unless specifically agreed to in writing by RISA (email sufficing), nothing set forth in any purchase order issue by you that supplements, modifies and/or amend the provisions of this EULA shall be binding upon.

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