Software License Agreement

Asaterra, LLC

This Software License Agreement, referred to as the “Agreement,” governs access to and use of the Asaterra software platform, applications, portals, dashboards, mobile interfaces, application programming interfaces, documentation, integrations, software components, and related services, collectively referred to as the “Platform.”

This Agreement is between Asaterra, LLC, referred to as “Asaterra,” and the individual or organization that purchases, accesses, or uses the Platform, referred to as the “Customer.”

An individual accessing the Platform on behalf of a company, employer, customer, or other organization represents that the individual is authorized to use the Platform on that organization’s behalf and to comply with this Agreement.

1. Acceptance of This Agreement

The Customer accepts this Agreement by:

• Signing an Order Form, subscription agreement, or other document that incorporates this Agreement;
• Selecting an electronic acceptance option;
• Creating or activating an account;
• Accessing or using the Platform; or
• Allowing an Authorized User to access or use the Platform.

If the Customer does not agree to this Agreement, the Customer and its users must not access or use the Platform.

If Asaterra and the Customer have entered into a separate master services agreement, subscription agreement, software license agreement, Order Form, statement of work, or other executed written agreement governing the Platform, that executed agreement will control to the extent of any conflict.

2. Definitions

“Authorized User” means an employee, contractor, consultant, representative, or other individual whom the Customer authorizes to access the Platform on its behalf.

“Customer Data” means information, records, documents, photographs, files, content, and other data submitted, uploaded, entered, transmitted, connected, or made available to the Platform by or on behalf of the Customer.

“Customer-Hosted Deployment” means an authorized deployment of specified Platform components within a cloud environment, server, account, or infrastructure controlled by or provisioned specifically for the Customer.

“Documentation” means user guides, technical documentation, instructions, training materials, specifications, and other materials provided by Asaterra for authorized use of the Platform.

“Hosted Services” means Platform features hosted and operated by or on behalf of Asaterra and made available to the Customer through a subscription or other authorized access arrangement.

“Order Form” means an ordering document, proposal, subscription document, statement of work, or similar document that identifies the Platform components, Subscription Term, fees, usage limits, deployment model, or other terms applicable to the Customer.

“Subscription Term” means the period during which the Customer is authorized to access and use the applicable Platform components.

“Third-Party Services” means products, equipment, software, applications, websites, data sources, networks, hosting services, communication services, and other services not owned or controlled by Asaterra.

3. License and Access Rights

Subject to the Customer’s payment of applicable fees and compliance with this Agreement, Asaterra grants the Customer a limited, nonexclusive, nontransferable, nonsublicensable, and revocable right during the Subscription Term to:

• Access and use the Hosted Services identified in the applicable Order Form;
• Permit Authorized Users to access and use the Platform for the Customer’s internal business purposes;
• Use the Documentation in connection with authorized Platform use; and
• Use any client-side software, mobile application, connector, or other component provided by Asaterra solely as necessary to access the authorized Platform features.

The Platform is licensed or made available for use and is not sold to the Customer.

No rights are granted except those expressly provided in this Agreement or an applicable executed customer agreement.

4. Hosted Services

When the Customer purchases Hosted Services, Asaterra will make the applicable Platform features available during the Subscription Term in accordance with the applicable Order Form and customer agreement.

Asaterra may use Amazon Web Services and other authorized technology providers to host, operate, maintain, monitor, secure, and support the Hosted Services.

The Customer does not receive ownership of or administrative control over Asaterra’s general hosting environment, source code, internal systems, development tools, or other infrastructure except as expressly stated in an applicable written agreement.

Any service-level commitment, availability guarantee, recovery objective, response time, or service credit must be expressly stated in the applicable customer agreement or Order Form.

5. Customer-Hosted Deployments

A Customer-Hosted Deployment is permitted only when expressly authorized in an Order Form or other written agreement signed by Asaterra.

When authorized, Asaterra grants the Customer a limited, nonexclusive, nontransferable, nonsublicensable license during the applicable Subscription Term to install and operate the specified object-code components solely:

• Within the approved Customer-controlled environment;
• For the Customer’s internal business purposes;
• For the number of facilities, users, assets, environments, or other usage limits identified in the applicable Order Form; and
• In accordance with the Documentation and applicable technical requirements.

Unless expressly agreed otherwise, a Customer-Hosted Deployment does not include:

• Ownership of the Platform or its source code;
• The right to modify the Platform;
• The right to provide the Platform to third parties;
• The right to create derivative works;
• The right to transfer the deployment to another environment without approval;
• A perpetual license;
• Independent development rights; or
• Continued use following expiration or termination of the applicable Subscription Term.

The Customer is responsible for the security, configuration, availability, backup, networking, access controls, and operation of infrastructure under the Customer’s control, except to the extent an applicable written agreement assigns a specific responsibility to Asaterra.

6. Authorized Users

The Customer may permit Authorized Users to access the Platform only for the Customer’s legitimate internal business purposes.

The Customer is responsible for:

• Determining which individuals should receive access;
• Assigning appropriate roles and permissions;
• Ensuring that Authorized Users comply with this Agreement;
• Maintaining accurate user and contact information;
• Promptly disabling access that is no longer required;
• Preventing unauthorized credential sharing;
• Reviewing user permissions as appropriate; and
• Activity conducted through Customer accounts to the extent permitted by applicable law.

An Authorized User’s access may not be shared with another person.

Unless the applicable Order Form expressly permits concurrent or shared accounts, each Authorized User must use an individually assigned account.

7. Account Security

The Customer and its Authorized Users must protect usernames, passwords, authentication codes, access tokens, integration credentials, and other account information.

The Customer must promptly notify Asaterra if it suspects:

• Unauthorized account access;
• Compromised credentials;
• Improper disclosure of Customer Data;
• A lost or stolen device with active Platform access;
• Misuse of an integration credential;
• A potential security vulnerability; or
• Other unauthorized use of the Platform.

Asaterra may require password resets, multifactor authentication, account verification, access restrictions, or other reasonable security measures.

Security concerns should be reported to:

Security Email: security@asaterra.com

8. License and Usage Restrictions

The Customer and its Authorized Users may not:

• Copy, reproduce, modify, translate, adapt, or create derivative works of the Platform except as expressly authorized;
• Reverse engineer, decompile, disassemble, decode, or attempt to derive source code, algorithms, models, structure, or underlying ideas from the Platform, except where applicable law expressly prohibits that restriction;
• Sell, resell, rent, lease, sublicense, distribute, assign, transfer, publish, outsource, or otherwise provide the Platform to an unauthorized third party;
• Operate the Platform as a service bureau, outsourcing service, time-sharing service, or other service for third parties;
• Remove or alter copyright, trademark, confidentiality, ownership, or proprietary notices;
• Circumvent user, facility, asset, subscription, storage, transaction, or other usage limits;
• Access another customer’s account, environment, data, or records without authorization;
• Bypass authentication, permissions, technical restrictions, or security controls;
• Use bots, scraping tools, automated extraction tools, or unauthorized interfaces to access or copy Platform information;
• Conduct vulnerability scanning, penetration testing, denial-of-service testing, or other security testing without Asaterra’s prior written authorization;
• Introduce malware, malicious code, corrupted files, or harmful content;
• Interfere with or disrupt the operation, performance, security, or availability of the Platform;
• Use the Platform to violate a law, regulation, permit, contract, or third-party right;
• Upload information the Customer is not authorized to collect, use, disclose, or process;
• Use the Platform to develop, train, benchmark, validate, or improve a competing product or service;
• Use Platform output to recreate substantial features, workflows, interfaces, or functionality of the Platform; or
• Use the Platform outside the scope of the applicable Order Form or customer agreement.

9. Customer Responsibilities

The Customer is responsible for:

• Its use of the Platform;
• The conduct of its Authorized Users;
• The legality, quality, accuracy, and completeness of Customer Data;
• Obtaining required permissions, notices, authorizations, and consents;
• Maintaining appropriate customer-controlled devices, networks, systems, and infrastructure;
• Configuring users, permissions, alerts, integrations, workflows, and escalation procedures;
• Reviewing and verifying material Platform information;
• Maintaining records independently when required;
• Complying with applicable legal, regulatory, environmental, safety, privacy, and contractual obligations; and
• Determining whether the Platform is appropriate for the Customer’s intended purposes.

Use of the Platform does not transfer the Customer’s operational, environmental, regulatory, safety, reporting, maintenance, or professional responsibilities to Asaterra.

10. Customer Data Ownership

As between Asaterra and the Customer, the Customer retains its ownership rights in Customer Data.

The Customer grants Asaterra a limited, nonexclusive right to host, copy, transmit, display, organize, analyze, process, back up, and otherwise use Customer Data only as reasonably necessary to:

• Provide and support the Platform;
• Perform the applicable customer agreement;
• Follow authorized Customer instructions;
• Maintain and secure the Platform;
• Prevent fraud or misuse;
• Troubleshoot technical issues;
• Comply with applicable legal obligations; and
• Perform other activities expressly permitted by the applicable customer agreement.

The Customer represents that it has the authority and necessary rights to provide Customer Data to Asaterra and to authorize its processing under this Agreement.

11. Aggregated and Deidentified Information

Asaterra may create and use aggregated, statistical, or deidentified information derived from use of the Platform, provided that the information is not reasonably capable of identifying the Customer, an Authorized User, or another individual.

Asaterra may use such information to:

• Operate and improve the Platform;
• Evaluate reliability and performance;
• Identify general usage patterns;
• Improve security;
• Develop new features;
• Perform internal analytics; and
• Prepare industry-level or operational insights.

Asaterra will not publicly identify the Customer as the source of aggregated or deidentified information without authorization.

12. Artificial Intelligence and Automated Features

The Platform may include artificial intelligence, machine learning, predictive analytics, automated rules, natural-language processing, or similar technologies.

These features may process Customer Data to:

• Summarize records;
• Categorize information;
• Identify patterns, anomalies, or exceptions;
• Assist with searches;
• Generate suggested content;
• Recommend possible actions;
• Support reporting and analysis; or
• Provide other authorized functionality.

Asaterra will not use Customer Data to train publicly available or shared artificial-intelligence models unless the Customer expressly authorizes that use through a separate written agreement or affirmative instruction.

Artificial-intelligence and automated results may be incomplete, inaccurate, outdated, misleading, or inappropriate for a particular situation.

The Customer is responsible for establishing appropriate human review and must not rely on an automated result as the sole basis for:

• An emergency response;
• A safety determination;
• A regulatory filing;
• A compliance certification;
• A release determination;
• A legal or environmental conclusion;
• A financial or inventory adjustment; or
• Another decision that could create a material risk to people, property, the environment, or business operations.

13. Data Privacy

Asaterra will process personal information in accordance with:

• The Asaterra Privacy Notice;
• The applicable customer agreement;
• Any executed data processing agreement; and
• Applicable privacy and data-protection requirements.

The Customer is responsible for providing required notices and obtaining required permissions for personal information included in Customer Data.

When Asaterra processes personal information solely on behalf of the Customer, the Customer determines the purposes of processing and remains responsible for responding to individuals whose information is contained in Customer Data, except as otherwise required by law or contract.

14. Security

Asaterra will maintain administrative, technical, and organizational measures designed to protect systems and information under its control.

Information transmitted over public networks will be protected using appropriate encryption protocols when supported by the applicable Platform feature and environment.

The Customer acknowledges that no software, cloud environment, network, electronic transmission, or security program can be guaranteed to be completely secure.

Additional information is provided in the Asaterra Security Notice and any applicable customer security addendum.

15. Third-Party Services and Integrations

The Platform may connect to or rely on Third-Party Services.

When the Customer enables or authorizes an integration, the Customer authorizes Asaterra to exchange information with the applicable Third-Party Service as reasonably necessary to operate the integration.

The Customer is responsible for:

• Selecting and authorizing Third-Party Services;
• Obtaining any required third-party rights or subscriptions;
• Reviewing third-party terms and privacy practices;
• Protecting integration credentials;
• Configuring integration permissions;
• Confirming the accuracy of third-party data; and
• Disabling integrations that are no longer required.

Asaterra does not control every Third-Party Service and is not responsible for its independent availability, security, functionality, data accuracy, pricing, modification, or continued compatibility.

A Third-Party Service interruption or failure does not necessarily constitute a failure of the Platform.

16. Third-Party and Open-Source Components

The Platform may contain or use third-party or open-source software components.

Those components may be governed by separate license terms. To the extent required by an applicable third-party or open-source license, the applicable license terms will control the Customer’s use of that component.

Nothing in this Agreement limits rights granted directly under an applicable open-source license.

Third-party components remain owned by their respective licensors.

17. Documentation

Asaterra grants the Customer a limited right during the Subscription Term to use and reproduce a reasonable number of copies of Documentation solely for the Customer’s internal use of the Platform.

The Customer may not publish, distribute, sell, or use Documentation to provide services to an unauthorized third party.

Documentation may contain confidential or proprietary information and must be protected accordingly.

18. Platform Updates and Changes

Asaterra may update, enhance, correct, maintain, replace, or modify the Platform during the Subscription Term.

Updates may include:

• Security improvements;
• Error corrections;
• User-interface changes;
• Performance improvements;
• New features;
• Modified functionality;
• Integration updates;
• Changes required by Third-Party Services; and
• Retirement of obsolete or unsupported features.

Asaterra may modify or discontinue a feature when reasonably necessary for security, legal, operational, technical, or business reasons.

When required by an applicable customer agreement, Asaterra will provide notice of a material change.

Unless expressly stated otherwise, updates and replacement components remain subject to this Agreement.

19. Beta, Preview, and Evaluation Features

Asaterra may offer beta, preview, pilot, trial, demonstration, or evaluation features.

Such features may:

• Be incomplete;
• Contain errors;
• Operate differently from generally available features;
• Be modified or discontinued without notice;
• Have limited support;
• Be subject to additional usage restrictions; and
• Not be suitable for production, regulatory, emergency, or safety-related use.

Unless otherwise agreed in writing, beta and evaluation features are provided without a commitment that they will become generally available.

The Customer assumes the risk of using such features and should not rely on them for material operational or business decisions.

20. Support

Standard support is available Monday through Friday, 8:00 a.m. to 6:00 p.m. Eastern Time, excluding Asaterra-recognized U.S. holidays and published company closures.

Support requests may be submitted to:

Support Email: support@asaterra.com

Requests submitted outside standard support hours will generally be reviewed during the next available support period.

After-hours monitoring, guaranteed response times, resolution times, continuous support, and 24-hour coverage are not included unless expressly stated in an applicable customer agreement or enhanced support plan.

Additional support terms are described in the Asaterra Support Policy.

21. Fees, Invoicing, and Taxes

The Customer will pay the fees stated in the applicable Order Form or customer agreement.

Except as expressly stated otherwise:

• Fees are based on the subscription and usage rights purchased;
• Payment obligations are noncancelable during the committed Subscription Term;
• Fees paid are nonrefundable;
• Additional usage may result in additional fees;
• The Customer is responsible for applicable sales, use, excise, value-added, and similar taxes, excluding taxes based on Asaterra’s net income; and
• Failure to pay amounts when due may result in suspension or termination in accordance with the applicable customer agreement.

The applicable Order Form or customer agreement will control invoicing schedules, payment terms, renewals, price adjustments, and collection rights.

22. Confidentiality

Each party may receive nonpublic information from the other party that is identified as confidential or that reasonably should be understood to be confidential based on its nature and the circumstances of disclosure.

Confidential information may include:

• Customer Data;
• Software and source code;
• Product plans and designs;
• Security information;
• Pricing;
• Business plans;
• Technical information;
• Trade secrets;
• Customer lists;
• System credentials; and
• Nonpublic contractual information.

The receiving party will:

• Use confidential information only for purposes related to the parties’ business relationship;
• Protect it using reasonable care;
• Restrict access to individuals with a legitimate need to know; and
• Not disclose it to unauthorized parties.

Confidentiality obligations do not apply to information the receiving party can demonstrate:

• Was already lawfully known without restriction;
• Becomes publicly available without breach;
• Is received lawfully from another source without a confidentiality obligation;
• Is independently developed without use of the other party’s confidential information; or
• Is approved for release in writing.

A party may disclose confidential information when legally required, provided it gives prior notice when legally permitted and reasonably cooperates in seeking appropriate protection.

If an executed customer agreement contains confidentiality provisions, those provisions will control.

23. Ownership of the Platform

Asaterra and its licensors retain all ownership and intellectual-property rights in and to:

• The Platform;
• Software and source code;
• Object code;
• System architecture;
• Data models;
• Algorithms;
• Workflows;
• Interfaces;
• Designs;
• Documentation;
• Templates;
• Configurations of general applicability;
• Reports and report formats;
• Improvements;
• Updates;
• Derivative works;
• Trademarks;
• Logos; and
• Related technology and materials.

Customer configuration, implementation, or payment does not transfer ownership of the Platform or its underlying technology.

Except for the limited rights expressly granted in this Agreement, Asaterra reserves all rights in the Platform.

24. Customer-Specific Work Product

Ownership and use of custom configurations, custom development, reports, templates, integrations, data models, documentation, or other work product created specifically for the Customer will be governed by the applicable statement of work or customer agreement.

Unless expressly stated otherwise in an executed written agreement:

• Asaterra retains ownership of its preexisting materials, software, methodologies, tools, templates, libraries, and general knowledge;
• The Customer retains ownership of Customer Data;
• Asaterra may reuse general skills, concepts, methods, experience, and noncustomer-specific components; and
• The Customer receives only the usage rights expressly described in the applicable agreement.

25. Feedback

The Customer may provide suggestions, enhancement requests, recommendations, corrections, or other feedback concerning the Platform.

The Customer grants Asaterra a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate feedback into its products and services without an obligation to compensate the Customer.

Asaterra does not acquire ownership of Customer confidential information merely because it is included in feedback.

The Customer should not include confidential information in general feedback unless authorized to do so.

26. Compliance with Laws

Each party will comply with laws applicable to its performance under this Agreement.

The Customer is responsible for determining and complying with laws, regulations, permits, professional requirements, customer policies, and contractual obligations applicable to:

• Its operations;
• Its facilities and assets;
• Customer Data;
• Its Authorized Users;
• Its Platform configuration;
• Its regulatory submissions;
• Its use of reports and analytics; and
• Decisions made using Platform information.

The Platform does not provide legal, regulatory, environmental, engineering, accounting, tax, or professional advice.

27. Export and Sanctions Compliance

The Customer may not use, export, reexport, transfer, or provide access to the Platform in violation of applicable export-control, trade-sanctions, or import laws.

The Customer represents that it and its Authorized Users are not prohibited from receiving the Platform under applicable trade restrictions.

Asaterra may restrict access when reasonably necessary to comply with applicable legal requirements.

28. High-Risk and Emergency Uses

The Platform is not designed or licensed as a life-safety, fire-protection, emergency-dispatch, medical-response, spill-response, security-dispatch, or emergency-notification system unless expressly stated in a separate written agreement.

The Customer must not use the Platform as the sole means of:

• Detecting or responding to an emergency;
• Protecting human life;
• Preventing environmental harm;
• Satisfying an immediate reporting obligation;
• Controlling hazardous equipment;
• Performing emergency shutdown functions; or
• Determining whether a facility or condition is safe.

The Customer must maintain appropriate emergency procedures, qualified personnel, independent monitoring, and backup systems.

29. Suspension of Access

Asaterra may restrict or suspend access when reasonably necessary to:

• Protect the security, integrity, or availability of the Platform;
• Prevent unauthorized or unlawful use;
• Investigate a suspected security event;
• Address a violation of this Agreement;
• Prevent harm to Asaterra, the Customer, another customer, or a third party;
• Comply with applicable legal requirements;
• Perform emergency maintenance;
• Address a Third-Party Service failure; or
• Respond to nonpayment as permitted by the applicable customer agreement.

When reasonably practicable, Asaterra will provide notice and work with the Customer to restore access after the underlying issue has been addressed.

30. Subscription Term and Renewal

This Agreement begins when accepted and continues while the Customer or an Authorized User has access to the Platform.

The applicable Subscription Term, renewal process, notice requirements, and pricing are stated in the applicable Order Form or customer agreement.

Unless the applicable Order Form expressly provides otherwise, the Customer receives no perpetual right to use the Platform.

Continued access after renewal constitutes continued acceptance of this Agreement as updated in accordance with Section 38.

31. Termination

Either party may terminate this Agreement or an applicable subscription as permitted by the applicable Order Form or customer agreement.

Asaterra may terminate or suspend access if the Customer:

• Materially breaches this Agreement;
• Fails to pay amounts when due;
• Uses the Platform unlawfully;
• Creates a material security risk;
• Infringes Asaterra’s or another party’s rights;
• Exceeds authorized use after notice;
• Becomes subject to a legal prohibition affecting Platform access; or
• Fails to cure a remediable breach within the applicable cure period.

If no cure period is stated in an executed customer agreement, Asaterra may provide a reasonable opportunity to cure when the breach is capable of cure and immediate action is not required to prevent harm.

32. Effect of Expiration or Termination

Upon expiration or termination:

• The Customer’s rights to access and use the affected Platform components end;
• Authorized Users must stop using the affected Platform components;
• The Customer must uninstall or disable licensed components when required;
• Each party remains responsible for obligations accrued before termination;
• Provisions intended by their nature to survive will remain effective; and
• Customer Data will be returned, exported, retained, or deleted in accordance with the applicable customer agreement and legal requirements.

The Customer is responsible for requesting and completing any permitted data export within the period stated in the applicable agreement.

Asaterra may retain information when required for legal, security, backup, audit, dispute-resolution, or recordkeeping purposes.

33. Warranty

Asaterra warrants that it has the authority to grant the rights expressly provided in this Agreement.

Any additional warranty concerning Platform performance, professional services, implementation, or conformity with Documentation must be expressly stated in an applicable executed customer agreement.

The Customer must notify Asaterra of a claimed warranty issue within the period specified in the applicable customer agreement.

34. Disclaimer of Warranties

Except for warranties expressly stated in an executed written agreement, the Platform is provided on an “as available” and “as configured” basis.

To the fullest extent permitted by applicable law, Asaterra disclaims implied warranties of:

• Merchantability;
• Fitness for a particular purpose;
• Title;
• Noninfringement;
• Accuracy;
• Uninterrupted availability; and
• Error-free operation.

Asaterra does not warrant that:

• The Platform will operate without interruption or error;
• Every defect will be identified or corrected;
• All information will be accurate, complete, or current;
• Every alert will be generated or delivered;
• Every operational, regulatory, environmental, security, or equipment condition will be identified;
• The Platform will satisfy every customer-specific requirement; or
• Use of the Platform will produce a particular business, compliance, operational, environmental, or financial result.

Nothing in this Agreement excludes a warranty or obligation that cannot lawfully be excluded.

35. Limitation of Liability

To the fullest extent permitted by applicable law, neither party will be liable under this Agreement for indirect, incidental, special, exemplary, punitive, or consequential damages, including:

• Lost profits;
• Lost revenue;
• Lost business opportunities;
• Loss of goodwill;
• Business interruption;
• Loss or corruption of data;
• Substitute-service costs; or
• Damages resulting from reliance on inaccurate, delayed, incomplete, or unavailable information.

Asaterra’s aggregate liability arising out of or relating to the Platform will be governed by the liability limitation contained in the applicable customer agreement.

When no separately executed customer agreement establishes a liability cap, Asaterra’s aggregate liability arising under this Agreement will not exceed the fees paid by the Customer for the affected Platform services during the 12 months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability that cannot lawfully be limited.

36. Indemnification

Any indemnification obligations between Asaterra and the Customer will be governed by the applicable executed customer agreement.

When no separately executed customer agreement applies, the Customer will defend and indemnify Asaterra and its officers, employees, contractors, and representatives against third-party claims arising from:

• Customer Data that infringes or violates another party’s rights;
• The Customer’s unlawful use of the Platform;
• Use of the Platform outside the authorized scope;
• The Customer’s violation of applicable law;
• The Customer’s material breach of this Agreement; or
• An Authorized User’s intentional misuse of the Platform.

Asaterra will provide reasonable notice of an indemnified claim and reasonable cooperation at the Customer’s expense.

The Customer may not settle a claim in a manner that admits fault by, imposes an obligation on, or restricts Asaterra without Asaterra’s prior written consent.

37. Governing Law and Venue

This Agreement and any dispute arising out of or relating to this Agreement or the Platform will be governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

Unless an applicable customer agreement provides otherwise, the parties consent to the exclusive jurisdiction and venue of the applicable state courts located in the State of Delaware and the United States District Court for the District of Delaware.

38. Changes to This Agreement

Asaterra may update this Agreement to reflect changes to:

• The Platform;
• Technology;
• Security practices;
• Legal requirements;
• Business operations; or
• Customer needs.

The updated Agreement will be posted with a revised effective date.

When required by law or an applicable customer agreement, Asaterra will provide additional notice of material changes.

Changes will not retroactively reduce the Customer’s material contractual rights during a committed Subscription Term unless required by law, necessary to address a material security risk, or agreed by the parties.

Continued use after an updated Agreement becomes effective constitutes acceptance, except where an applicable customer agreement requires another amendment process.

39. Electronic Communications and Acceptance

The Customer agrees that Asaterra may provide notices, disclosures, policies, records, and other communications electronically, except where another delivery method is required by an applicable customer agreement or law.

Electronic acceptance, electronic records, and electronic communications may be used to document the Customer’s agreement and Platform activity.

The Customer is responsible for maintaining accurate contact information and retaining copies of documents relevant to its use of the Platform.

40. Assignment

The Customer may not assign or transfer this Agreement or its Platform rights without Asaterra’s prior written consent.

Asaterra may assign this Agreement in connection with:

• A merger;
• Acquisition;
• Corporate reorganization;
• Financing;
• Sale of assets;
• Change of control; or
• Transfer of the Platform or related business operations.

An unauthorized assignment is void to the extent permitted by law.

41. Force Majeure

Neither party will be responsible for delay or failure caused by circumstances beyond its reasonable control, except for payment obligations.

Such circumstances may include:

• Natural disasters;
• Severe weather;
• War;
• Terrorism;
• Civil unrest;
• Labor disruptions;
• Epidemics or public-health emergencies;
• Utility failures;
• Internet or telecommunications outages;
• Cloud-provider failures;
• Governmental actions;
• Cyberattacks not caused by the affected party’s failure to use reasonable security measures; or
• Other events beyond the affected party’s reasonable control.

The affected party will use commercially reasonable efforts to reduce the impact and resume performance.

42. General Provisions

This Agreement, together with the applicable Order Form and executed customer agreement, constitutes the agreement governing the Customer’s licensed use of the Platform.

If a provision is found unlawful, invalid, or unenforceable, the remaining provisions will continue in effect.

A party’s failure to enforce a provision does not waive its right to enforce that provision later.

Headings are for convenience and do not affect interpretation.

The words “including” and “include” mean including without limitation.

No agency, partnership, joint venture, fiduciary, employment, or franchise relationship is created by this Agreement.

The parties are independent contractors.

43. Contact Information

Asaterra, LLC operates as a virtual company and does not maintain a public customer-facing office.

Questions regarding this Agreement may be directed to:

Legal Email: legal@asaterra.com

Support Email: support@asaterra.com

Security Email: security@asaterra.com

Website: asaterra.com

Formal legal notices must be delivered in accordance with the notice provisions contained in the applicable customer agreement.

When no separate customer agreement applies, Asaterra’s official mailing address may be provided upon request.

--END OF SOFTWARE LICENSE AGREEMENT--