Software License

1 de nov. de 2026

Updated: November 1, 2026

Effective: November 1, 2026

Update Notice: This document has been revised and completely replaces any previous version. Please refer to the “Updated” and “Effective” dates above. Your continued use of the Site or Services after this edition is posted constitutes your acceptance of the revised terms, except to the extent a signed Order Form naming a specific version provides otherwise. Previous versions are available in the Legal Center archive at https://expertly.com/legal/.

Other Applicable Policies: Your use of the Expertly software is also subject to all other legal terms, policies, and notices posted at https://expertly.com/legal/, including but not limited to our Acceptable Use Policy, Terms of Service (also referred to as the Terms and Conditions), Privacy Statement, Subprocessors List, Open Source Attributions, and any supplemental privacy disclosures. By installing or using the software, you agree to be bound by these additional terms, as they may be amended from time to time (unless a signed Order Form specifies that a particular version of those terms applies).

This License (this "License") for the Expertly Software is between Expertly, LLC ("Licensor") and the customer identified in the applicable order, service order or online registration that incorporates these terms (the "Order Form") ("Licensee"), who may be referred to herein collectively as the "Parties" or individually as a "Party."

WHEREAS, Licensor provides access to the Services to its customers; and

WHEREAS, Licensee desires to access the Services both for itself and those other persons named in any Order Form hereto, and Licensor desires to provide Licensee access to the Services, subject to the terms and conditions of this License.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Parties agree as follows:

1. Definitions

"Aggregated Statistics" means data and information related to Licensee's use of the Services that is de-identified and used by Licensor in an aggregate and anonymized manner that does not identify Licensee or any individual and cannot reasonably be used to identify them, including to compile statistical and performance information related to the provision and operation of the Services.

"Authorized User" means (i) Licensee's employees, consultants, contractors, and agents (A) who are authorized by Licensee to access and use the Services under the rights granted to Licensee pursuant to this License and (B) for whom access to the Services has been purchased hereunder and (ii) such other persons as are designated in Order Form hereto.

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

"Licensee Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee, any authorized sublicensee of Licensee or an Authorized User through the Services.

"Licensor IP" means the Services, the Documentation, and any and all intellectual property provided to Licensee or any Authorized User in connection with the foregoing. For the avoidance of doubt, Licensor IP includes Aggregated Statistics, but does not include Licensee Data or work product that belongs to Licensee under the Terms of Service or applicable supplemental terms.

"Services" means the software, software-as-a-service, browser-based, desktop, cloud-based or customer-hosted functionality made available by Licensor to Licensee, including as described in an Order Form, online registration, or any other documented agreement, or accessed via self-service subscription or installation, including software installed and operated on infrastructure Licensee controls where an Order Form authorizes it.

2. Access and Use

Provision of Access. Subject to and conditioned on Licensee's payment of Fees and compliance with the terms and conditions of this License, Licensor hereby grants Licensee a non-exclusive, non-transferable (except in compliance with Section 11 “Assignment”) license to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. This use is limited to Licensee's business operations, including features that interact with Licensee's customers and other third parties on Licensee's behalf, and does not include providing the Services to others except as set forth in the Order Form or otherwise agreed in a writing signed by both Licensee and Licensor. Licensee will access the Services through Licensor’s website and software using credentials created during online registration or otherwise provided by the Licensor, or, where an Order Form authorizes customer-hosted deployment, by installing the software as described below. Licensor shall have the right to require any person accessing the Services to agree to such end-user license as Licensor may determine to be appropriate from time to time. Where an Order Form authorizes customer-hosted deployment, Licensee may install, execute, configure and operate the subscribed software on infrastructure Licensee controls during the Term, including making copies reasonably necessary for operation and backup. The Use Restrictions below do not prohibit such installation and operation, or automated or autonomous activity performed through functionality Licensor provides or authorizes. These permissions do not transfer ownership of Licensor IP or permit redistribution.

Documentation License. Subject to the terms and conditions contained in this License, Licensor hereby grants to Licensee a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 11 “Assignment”) license to use the Documentation during the Term solely for Licensee's internal business purposes in connection with its use of the Services as well as any particular external use that is set forth in Order Form hereto or is otherwise agreed upon in a writing signed by both Licensee and Licensor.

Use Restrictions. Licensee shall not use the Services for any purposes beyond the scope of the access granted in this License. Licensee shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) misuse the services, including but not limited to automated access, competitive analysis, building a competitive product or other violations of our Acceptable Use Policy which is incorporated by reference herein; (v) remove any proprietary notices from the Services or Documentation; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. For avoidance of doubt, any action by any employee, officer or agent of a party ("Representative") will be attributed to such party for purposes hereof.

Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this License. Except for the limited rights and licenses expressly granted under this License, nothing in this License grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Licensor IP.

Suspension. Notwithstanding anything to the contrary in this License, Licensor may temporarily suspend any Authorized User's access to any portion or all of the Services if: (i) Licensor reasonably determines that (A) there is a threat or attack on any of the Licensor IP; (B) any Authorized User's use of the Licensor IP disrupts or poses a security risk to the Licensor IP or to any other customer or vendor of Licensor; (C) any Authorized User is using the Licensor IP for fraudulent or illegal activities or in any matter contrary to the terms of this License or any end user agreement; or (D) Licensor's provision of the Services to any Authorized User is prohibited by applicable law; (ii) any vendor of Licensor has suspended or terminated Licensor's access to or use of any third-party services or products required to enable Licensee or any Authorized User to access the Services; or (iii) if any amount payable with respect to this License is not paid when due if such failure is not cured within 10 days following notice of such failure by Licensor (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Licensor will notify Licensee of a Service Suspension and of resumption, and intends to resume access once the cause is cured, but does not guarantee any timing. Licensor will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Authorized User may incur as a result of a Service Suspension.

Aggregated Statistics. Notwithstanding anything to the contrary in this License, Licensor may monitor Licensee's use of the Services as well as that of any sublicensee or Authorized User and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Licensor. Licensee acknowledges that Licensor may compile Aggregated Statistics based on Licensee Data input into the Services. Licensee agrees that Licensor may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3. Licensee Responsibilities.

General. Licensee is responsible and liable for all uses of the Services and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this License. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this License if taken by Licensee will be deemed a breach of this License by Licensee. Licensee shall ensure that all Authorized Users are aware of this License's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

4. Third Party Systems and Information

Systems. The Services may interface with third-party software systems and application interfaces (collectively, "Systems") in connection with the provision of Services to Licensee or as part of Licensee's use of the Services, including generative artificial intelligence resources. In connection with such activities, Licensee Data may be shared with Systems that Licensee selects, configures or authorizes, or that are used to provide the features of the Services Licensee enables, to which Licensee hereby consents. As the Systems are not controlled by Licensor, Licensor will not have any liability for the sharing, accuracy or completeness of any information or other output of such Systems. Licensee acknowledges that Artificial Intelligence Systems are relatively new and suggestions and other output provided by such Systems are not always accurate or complete and could violate third party copyrights, trademarks or other intellectual property rights. Accordingly, if Licensee provides materials for processing, storing or transforming through a System, or Licensee directs someone to use the Services to access third-party materials, Licensee agrees that it is responsible for ensuring compliance with all applicable third party intellectual property rights in connection with the delivery, access or use of such third party intellectual property as well as any use by Licensee (or Licensor or other third party acting on behalf of Licensee) of any output from any Systems. Licensee acknowledges it is solely responsible for any use of such Systems or AI-generated outputs, including compliance with all applicable third-party intellectual property rights. As AI-generated content provided by the Services may be incomplete, inaccurate, or subject to error, you are solely responsible for verifying the accuracy, reliability, and legality of any output before using it in any critical or business-sensitive context. Licensee agrees that if it directs any person to access or use any System it will review the terms of service and ensure that the use of the System in connection with the Services is in accordance with the directions of Licensee and does not violate the terms of service.

Licensee agrees to comply with, and to ensure that its Authorized Users and anyone to whom it provides access comply with, the applicable acceptable-use policies, codes of conduct, and service-specific use restrictions of the third-party AI providers used to supply the features Licensee accesses. This applies whether the provider is accessed through Licensor’s hosted Services or through Licensee’s own account. These requirements include applicable restrictions on abuse, prohibited content and uses, circumvention of safeguards, and required notices and human oversight. The policies below are incorporated by reference only to the extent applicable to the provider and product used, as updated by that provider. This provision does not incorporate a provider’s pricing, payment or dispute-resolution terms into this License or require Licensee to open a separate provider account.

Where Licensee uses its own accounts or subscriptions with third-party AI providers in connection with the Services, Licensee is solely responsible for complying with those providers’ terms as they exist from time to time, for monitoring changes to them, and for the consequences of a provider’s enforcement of them, including suspension or termination of Licensee’s accounts, whatever Licensor’s involvement, recommendation or configuration. Licensor’s guidance about provider terms is a good-faith reading at the time, is not legal advice, may be wrong, and does not shift that responsibility to Licensor.

Confidential Information. Where Licensee shares, or authorizes the sharing of, information it designates as confidential ("Confidential Information") with a System through the Services, that information is governed by the third-party provider's terms, and Licensor is not responsible for the System's handling, retention or disclosure of it. If Licensee does not want Confidential Information shared with a given System, Licensee is responsible for not enabling or using that System or functionality, and may instruct Licensor in writing accordingly. Any software, Documentation or other materials provided by Licensor which are marked as confidential or proprietary will be treated as confidential by Licensee and will only be disclosed to Authorized Users with a need to know.

Neither Party will delete, obscure, or remove any confidentiality or proprietary legends from materials provided by the other Party. If any such materials are copied or reproduced, all such original markings must be preserved.

5. Availability and Support.

The Services and support are provided on an as-available basis, through Licensor’s website, email support or as otherwise described in the Order Form, subject only to commitments the applicable Order Form expressly labels as binding service levels and for which it states a remedy. Licensor does not guarantee uninterrupted availability, response times, resolution times or support outcomes. Published schedules, response targets, business-day starts and service descriptions describe how Licensor organizes its work and do not create service levels or warranties. The access rights granted hereunder entitle Licensee to any support services described in the Order Form for the term of this License.

6. Intellectual Property Ownership; Feedback.

Licensor IP. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to Licensor IP. If Licensee is permitted to sublicense access to the Services, its license to such sublicensee and all Authorized Users shall contain terms consistent with this License and provide that the sublicensee looks solely to Licensee with respect to any claims.

Licensee Data. Licensor acknowledges that, as between Licensor and Licensee, Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Licensee Data. Licensee hereby grants to Licensor (and agrees to cause any authorized sublicensee to grant directly or indirectly to Licensor) a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Licensee Data and perform all acts with respect to the Licensee Data or other data as may be necessary for Licensor to provide the Services hereunder, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display the Aggregated Statistics.

Feedback. "Feedback" means any communications or materials that Licensee, any sublicensee of Licensee or any of their respective employees or contractors sends or transmits to Licensor suggesting or recommending changes to the Licensor IP, including new features or functionality relating to the Licensor IP, excluding any personally identifiable information, Licensee Data or Licensee Confidential Information. Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback. Licensee shall cause any sublicensee to agree to a provision consistent with this Section 6 "Feedback" so that all rights to Feedback belong to Licensor as contemplated by this Section 6 “Feedback”.

7. Limited Warranty and Warranty Disclaimer.

Licensor warrants only that it will provide the software access and other Services purchased under the applicable Order Form. Licensor makes no representation or guarantee regarding uptime, availability, response or resolution times, or results unless the Order Form expressly labels a commitment as a binding service level, in which case the remedies stated in the Order Form are Licensee's sole remedies and Licensor's sole liability for a failure to meet it.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE FIRST PARAGRAPH OF THIS SECTION 7, THE LICENSOR IP IS PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE FIRST PARAGRAPH OF THIS SECTION 7, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSOR IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. LICENSOR DOES NOT WARRANT THAT SOFTWARE, AI OUTPUT, PROFESSIONAL SERVICES OR OTHER WORK WILL MEET LICENSEE'S REQUIREMENTS, ACHIEVE INTENDED RESULTS, OR BE FREE OF ERRORS, DEFECTS, VULNERABILITIES OR INTERRUPTIONS, OR THAT ANY REVIEW, TEST OR SAFEGUARD WILL PREVENT OR DETECT THEM.

8. Indemnification.

Licensor Indemnification. Licensor shall defend Licensee against any third-party claim, suit, action, or proceeding ("Third-Party Claim") that Licensor's own software in the Services, as provided by Licensor and used in accordance with this License, infringes that third party's U.S. patent, copyright or trademark or misappropriates its trade secret, and shall pay the resulting damages and costs finally awarded against Licensee or agreed in a settlement approved by Licensor ("Losses"), provided that Licensee is in compliance with its material obligations under this License (including payment), promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.

If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. Before terminating under this paragraph, Licensor will use commercially reasonable efforts to identify a non-infringing alternative. Licensor is not required to develop a new product or obtain an alternative on commercially unreasonable terms. If Licensor determines that neither alternative is reasonably available, Licensor may terminate this License, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee with no liability accruing hereunder as a result of such termination, and will refund any prepaid fees for the terminated portion of the then-current Term.

This Section 8 “Licensor Indemnification” will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Services not made by Licensor; (C) Licensee Data; (D) custom work, modifications or software created for Licensee, or output generated by artificial intelligence; (E) third-party or open-source components; or (F) continued use after Licensor has offered a non-infringing alternative.

Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor, its affiliates and their respective owners, officers, employees, contractors and agents from and against any and all losses, damages, liabilities, judgments, settlements, fines and penalties (to the extent indemnifiable under applicable law), costs and reasonable attorneys' fees resulting from any Third-Party Claim that the Licensee Data, or any use of the Licensee Data in accordance with this License, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Licensee's or any Authorized User's (i) negligence or willful misconduct; (ii) breach of this License or violation of applicable laws, rules, or regulations; (iii) use of the Services in a manner not authorized by this License; (iv) any wrongful actions taken by Licensee, any Authorized User or any third party utilizing Licensee's or an Authorized User's access credentials; (v) use of the Services in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; or (vi) modifications to the Services not made by Licensor, provided that Licensee may not settle any Third-Party Claim against Licensor unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

This includes any claims, losses, or liabilities arising from (a) Licensee’s use of third-party Systems integrated with the Services, or (b) the use, reuse, or publication of any output generated by such Systems, including artificial intelligence systems.

Sole Remedy. THIS SECTION 8 SETS FORTH LICENSEE'S SOLE REMEDIES AND LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. LICENSOR'S LIABILITY UNDER THIS SECTION 8 IS SUBJECT TO AND COUNTS TOWARD THE AGGREGATE LIMIT IN SECTION 9.

9. Limitations of Liability.

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, SAVINGS OR PROFITS, BUSINESS INTERRUPTION OR DOWNTIME; (c) LOSS OF GOODWILL OR REPUTATION; OR (d) THE VALUE OF LOST OR CORRUPTED DATA, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. Notwithstanding the exclusion of increased costs above, the reasonable, documented out-of-pocket costs of investigating, restoring, repairing or replacing software, systems or data, and of obtaining substitute services for Services paid for and not provided, are direct damages recoverable, if at all, only for claims not released under Section 17 of the Terms of Service (or Section 5 of the Expertly Guided AI Supplemental Terms where they apply) and only within the aggregate limit below. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE SINGLE AGGREGATE LIMIT CALCULATED UNDER SECTION 17 OF THE TERMS OF SERVICE (OR SECTION 12 OF THE EXPERTLY GUIDED AI SUPPLEMENTAL TERMS WHERE THEY APPLY); NO SEPARATE CALCULATION UNDER THIS LICENSE APPLIES.

THE EXCLUSIONS AND THE AGGREGATE LIMIT IN THIS SECTION 9, TOGETHER WITH SECTION 17 OF THE TERMS OF SERVICE, APPLY COLLECTIVELY TO SOFTWARE, SUBSCRIPTIONS, AUTONOMOUS AI ACTIVITY, PROFESSIONAL SERVICES AND SUPPORT, WHETHER A CLAIM ARISES UNDER THIS LICENSE, THE TERMS OF SERVICE, AN ORDER FORM OR ANY OTHER INCORPORATED DOCUMENT. THERE IS ONE AGGREGATE LIMIT FOR ALL OF THEM, AND NO SEPARATE OR ADDITIONAL LIMIT IS CREATED BY THE EXISTENCE OF MULTIPLE DOCUMENTS OR CLAIMS. ANY INDEMNIFICATION OBLIGATION OF LICENSOR COUNTS TOWARD THAT LIMIT. THE EXCLUSIONS AND THE LIMIT PROTECT LICENSOR, ITS AFFILIATES AND THEIR RESPECTIVE OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS TOGETHER, EACH OF WHOM MAY ENFORCE THEM, AND ALL OF WHOM SHARE THE ONE LIMIT. WHERE APPLICABLE LAW DOES NOT PERMIT AN EXCLUSION OR LIMIT IN THIS SECTION TO APPLY IN FULL TO A PARTICULAR CLAIM, IT APPLIES TO THAT CLAIM TO THE MAXIMUM EXTENT THE LAW PERMITS, EACH EXCLUSION AND LIMIT APPLIES SEPARATELY, AND EACH CONTINUES TO APPLY IN FULL TO EVERY OTHER CLAIM.

10. Term and Termination.

Term. The term of this License (the "Term") shall be the same as the subscription, agreement, statement of work, work order or other agreement to which this License is attached and incorporated into.

Survival. This Section 10 "Survival" and Sections 1, 2 (except the licenses granted to Licensee in "Provision of Access" and "Documentation License"), 3, 4, 6, 7 "Limited Warranty and Warranty Disclaimer", 8, 9 and 11 shall survive any termination or expiration of this License, together with accrued payment obligations. Expiration does not terminate an expressly perpetual license or revive a released claim.

11. Miscellaneous.

Entire Agreement. This License, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this License and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of a conflict, the following order of precedence applies: (1) the signed Order Form or other negotiated agreement, as to the services, quantities, fees, dates, billing, payment, credit, suspension, term and cancellation arrangements it states, and otherwise where it expressly states that it modifies a provision of another document; (2) any supplemental terms expressly incorporated into that Order Form; (3) the Terms of Service; (4) this License; (5) other incorporated policies and notices. No contrary provision in an incorporated document changes this order.

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

Amendment and Modification; Waiver. Licensor may amend this License at any time by posting an updated copy of this License to https://expertly.com/legal/software-license (previous versions remain available in the Legal Center archive at https://expertly.com/legal/). Any such amendment is effective upon posting and the use of the Services after such posting will be deemed to be Licensee’s agreement to the License as amended, except that where a signed Order Form names a specific version of this License or of supplemental terms, that version applies to the Order Form as the Order Form provides. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this License, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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

Assignment. Licensee may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This License is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of its confidentiality obligations under Section 4 or, in the case of Licensee, Section 2 "Use Restrictions", or an infringement or misappropriation of the other Party's intellectual property, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy, and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. This paragraph does not establish irreparable harm from a service interruption, missed response target or termination, does not create a right to compel continued Services, and does not enlarge any recoverable monetary amount beyond Section 9.