InnerActiv™ End User License Agreement (EULA)
Effective as of the date you install, download, or otherwise use the InnerActivSoftware (“Effective Date”).
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1. Amendments; Entire Agreement
1.1 Amendments. InnerActiv reserves the right to change or modify the terms of this EULA at any time to reflect changes in law, our business practices, or the Software. Any changes will be effective immediately upon posting on our website at www.inneractiv.com/eula. It is your responsibility to review the EULA periodically. Your continued use of the Software following the posting of changes constitutes your acceptance of such changes.
1.2 Entire Agreement. This EULA constitutes the entire agreement between you and InnerActiv with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings, communications, or agreements, whether written or oral. No modification of this EULA will be binding unless in writing and signed by an authorized representative of InnerActiv.
2. Definitions
For purposes of this EULA, the following definitions apply:
• “Documentation” means any online or printed materials, user manuals, and help files accompanying the version of the Software that you install.
• “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trademark, trade secret, and other similar rights, including all applications and renewals.
• “Law” means any applicable statute, regulation, ordinance, rule, judgment, order, or other requirement of any governmental or self-regulatory authority.
• “Software” means the InnerActiv software provided in object code form (and any third-party software included with or used by InnerActiv), including any updates, modifications, or enhancements provided by InnerActiv.
• “Party” or “Parties” means you and InnerActiv collectively.
3. Grant of License
3.1 License. Subject to the terms and conditions of this EULA, InnerActiv hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to:
• (a) install and use the Software on one or more devices in connection with your personal use or with your business’s or organization’s operations; and
• (b) download and use the Documentation in connection with your use of the Software.
3.2 Ownership. This license is non-exclusive and does not convey any ownership rights in the Software. All title and Intellectual Property Rights in the Software remain with InnerActiv and its licensors.
4. License Restrictions
You agree that you will not, and will not permit any third party to:
• (a) modify, adapt, translate, or create derivative works based on the Software or Documentation;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software;
• (c) distribute, sell, lease, sublicense, or otherwise transfer or provide access to the Software except as expressly permitted herein;
• (d) remove, alter, or obscure any proprietary notices or labels on or within the Software;
• (e) use the Software in a manner that violates any applicable Law or infringes on the Intellectual Property Rights of any party; or
• (f) disable or circumvent any security or licensing features incorporated into the Software.
Any breach of these restrictions shall immediately terminate your license without notice.
5. Registration, Data Privacy, Data Sovereignty, and Data Ownership
5.1 Registration. In order to download, access, and use the Software, you must complete a registration process by providing accurate and current information, which may include your name, company name, contact information, address, hardware and software details, and other relevant data. This information is used for purposes such as account management, license verification, and customer support.
5.2 Data Privacy and Compliance Responsibilities. 5.2.1 Customer as Data Controller. The Customer acknowledges that it is the data controller with respect to any data collected, processed, or generated by the InnerActiv Software (“Software”). As the data controller, the Customer is solely responsible for ensuring compliance with applicable data privacy and security laws, including but not limited to the General Data Protection Regulation (GDPR), California Privacy Rights Act (CPRA), and other relevant regulations.
5.2.2 InnerActiv as Data Processor. InnerActiv acts as a data processor and does not access, modify, or use Customer data except as required to provide the Software’s functionality or to comply with legal obligations. The Customer shall ensure that any use of the Software complies with applicable data protection requirements.
5.2.3 Customer Obligations for Data Privacy and Security. The Customer shall ensure that all end users and employees using the Software:
• (a) Are notified that their activities may be monitored through the Software;
• (b) Provide any legally required consents to monitoring, especially where required under GDPR and other applicable laws; and
• (c) Understand their rights under data protection regulations, including the right to access, rectify, or erase personal data.
Additionally, the Customer shall implement appropriate configurations to ensure compliance with data minimization principles, including:
• (a) Restricting monitoring to necessary business purposes;
• (b) Configuring Software settings to minimize the collection of personal data; and
• (c) Enabling redaction or blurring of sensitive information captured in screenshots or keystroke logs, where applicable.
The Customer must also configure and manage its data retention policies in accordance with applicable laws. The Software provides tools to configure the automatic deletion of collected data. The Customer is responsible for ensuring compliance with storage limitation obligations under GDPR and similar regulations.
To assist with compliance obligations, InnerActiv provides audit logs and tools that allow the Customer to:
• (a) Monitor data collection activities;
• (b) Conduct regular Data Protection Impact Assessments (DPIAs) as required under GDPR; and
• (c) Review access and processing activities to maintain regulatory compliance.
5.2.4 Indemnification and Liability Limitation.
• The Customer agrees to indemnify and hold InnerActiv harmless from any claims, fines, penalties, or legal actions resulting from:
◦ (a) the Customer’s failure to comply with applicable data privacy laws;
◦ (b) misuse or improper configuration of the Software leading to unauthorized data collection or storage; or
◦ (c) failure to obtain legally required user consent.
• InnerActiv shall not be liable for any regulatory fines, penalties, or claims related to the Customer’s failure to comply with privacy regulations. InnerActiv’s liability for any breach shall be limited to cases of gross negligence or willful misconduct directly caused by the Software’s malfunction.
5.2.5 Security and Encryption Measures.
• All data collected and processed through the Software is end-to-end encrypted. InnerActiv does not have access to decryption keys, ensuring that Customer data remains protected.
• The Customer must implement strict role-based access controls to ensure that only authorized personnel can access sensitive data.
• InnerActiv provides regular updates to address security vulnerabilities and comply with evolving privacy laws. The Customer is responsible for ensuring that updates are applied in a timely manner.
5.2.6 Compliance with International Privacy Laws.
• The Software is designed to support GDPR compliance, including:
◦ (a) Establishing a lawful basis for processing (legitimate interest, consent, or contractual necessity);
◦ (b) Ensuring compliance with data subject rights (access, rectification, erasure, and restriction of processing); and
◦ (c) Facilitating secure cross-border data transfers using approved mechanisms (e.g., Standard Contractual Clauses).
• For U.S.-based customers, the Customer must comply with applicable state-level privacy laws, including:
◦ (a) CPRA (California Privacy Rights Act) for California residents;
◦ (b) VCDPA (Virginia Consumer Data Protection Act) for Virginia residents; and
◦ (c) Other state laws as they become applicable.
5.2.7 Termination for Non-Compliance. InnerActiv reserves the right to terminate this Agreement if the Customer fails to comply with its privacy obligations or misuses the Software in a manner inconsistent with applicable data protection laws.
5.3 Data Sovereignty. InnerActiv is committed to ensuring that your data is managed in compliance with applicable data sovereignty requirements. To that end:
• Your data will be stored and processed in accordance with our Data Sovereignty Policy (or as otherwise provided to you), which details the jurisdictions in which data is stored and the measures taken to comply with local laws and regulations regarding data sovereignty.
• InnerActiv will take commercially reasonable measures to ensure that any cross-border transfers of your data comply with applicable laws and your contractual requirements regarding data sovereignty.
• You acknowledge that the specific locations and practices for data storage and processing are described in our Data Sovereignty Policy, and by accepting this EULA, you consent to the processing of your data in accordance with that Policy.
5.4 Data Ownership and Rights. You retain full and exclusive ownership of all data you provide to or that is generated by your use of the Software (“Your Data”). InnerActiv does not have the right to access, control, or use Your Data for any purpose other than to provide the Software and support services as expressly permitted by you or as required by law. Except as necessary for the performance of the Software (for example, for troubleshooting or system maintenance), InnerActiv will not process or use Your Data without your prior explicit consent.
6. Software Maintenance and Support
6.1 Maintenance and Updates. Except as expressly provided in a separate maintenance and support agreement, InnerActiv is not obligated to provide any maintenance, bug fixes, or updates to the Software.
6.2 Optional Support. Should you elect to purchase support or maintenance services, such services will be governed by a separate written agreement and may be subject to additional fees.
7. Warranties and Disclaimers
7.1 Limited Warranty. InnerActiv warrants that, when properly installed and used in accordance with the Documentation, the Software will substantially perform the functions described in the Documentation as of the Effective Date. This warranty is limited to the original purchase price and applies only to the version of the Software as delivered.
7.2 Defects and Virus Warranty. InnerActiv further warrants that, after employing reasonable virus-detection measures, the Software will be substantially free of viruses and defects that would cause it to fail to operate as described, provided that:
• (a) the Software has not been altered or modified by you or any third party without our prior written consent; and
• (b) any malfunction is not attributable to your hardware, other software, or any unauthorized use.
7.3 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND INNERACTIV DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. InnerActiv does not warrant that the Software will be error-free or uninterrupted or that it will detect all cybersecurity risks or vulnerabilities.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INNERACTIV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS EULA OR YOUR USE OF THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INNERACTIV’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE GREATER OF (A) THE ACTUAL AMOUNT PAID BY YOU FOR THE SOFTWARE, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100).
9. Indemnification
You agree to indemnify, defend, and hold harmless InnerActiv, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
• (a) your use of the Software in violation of this EULA or any applicable Law;
• (b) your breach of any representation, warranty, or obligation under this EULA; or
• (c) any claim that your use of the Software infringes any third party’s rights.
10. Additional Terms
10.1 Term and Termination.
• This EULA is effective as of the Effective Date and shall continue until terminated.
• Either party may terminate this EULA immediately upon written notice if the other party breaches any material term or condition of this EULA and fails to cure such breach within thirty (30) days of notice.
• Upon termination, you must immediately cease all use of the Software and destroy all copies in your possession or control.
10.2 Assignment. You may not assign or transfer any rights or obligations under this EULA without the prior written consent of InnerActiv. Any attempted assignment in violation of this section shall be null and void.
10.3 Confidentiality. Both parties agree to keep confidential and not disclose to any third party any confidential information disclosed by the other party during the term of this EULA, except as required by Law or with the disclosing party’s prior written consent.
10.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under this EULA to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, or governmental action.
10.5 Notices. Any notices or communications required or permitted under this EULA shall be in writing and deemed given when delivered personally, sent via confirmed email, or mailed by certified or registered mail to the addresses provided in your registration or as otherwise updated by the parties.
10.6 No Waiver. The failure of either party to enforce any provision of this EULA shall not be deemed a waiver of future enforcement of that or any other provision.
10.7 Governing Law and Dispute Resolution.
• This EULA shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
• Any disputes arising out of or related to this EULA that cannot be resolved by good faith negotiations shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, to be held in Columbus, OH, or another mutually agreed location.
• Notwithstanding the foregoing, InnerActiv may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights.
10.8 Compliance with U.S. Export Laws.
• You agree to comply fully with all applicable U.S. export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations.
• You represent that you are not, and will not become, a “Prohibited Person” or otherwise subject to any U.S. sanctions or embargo restrictions.
10.9 Third-Party Software. The Software may include components licensed from third parties. Such components are subject to their respective terms and conditions, which are incorporated herein by reference. Your rights with respect to such components are limited solely to the rights granted under those third-party licenses.BY INSTALLING, DOWNLOADING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
1.1 Amendments. InnerActiv reserves the right to change or modify the terms of this EULA at any time to reflect changes in law, our business practices, or the Software. Any changes will be effective immediately upon posting on our website at www.inneractiv.com/eula. It is your responsibility to review the EULA periodically. Your continued use of the Software following the posting of changes constitutes your acceptance of such changes.
1.2 Entire Agreement. This EULA constitutes the entire agreement between you and InnerActiv with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings, communications, or agreements, whether written or oral. No modification of this EULA will be binding unless in writing and signed by an authorized representative of InnerActiv.
2. Definitions
For purposes of this EULA, the following definitions apply:
• “Documentation” means any online or printed materials, user manuals, and help files accompanying the version of the Software that you install.
• “Intellectual Property Rights” means all current and future worldwide rights under patent, copyright, trademark, trade secret, and other similar rights, including all applications and renewals.
• “Law” means any applicable statute, regulation, ordinance, rule, judgment, order, or other requirement of any governmental or self-regulatory authority.
• “Software” means the InnerActiv software provided in object code form (and any third-party software included with or used by InnerActiv), including any updates, modifications, or enhancements provided by InnerActiv.
• “Party” or “Parties” means you and InnerActiv collectively.
3. Grant of License
3.1 License. Subject to the terms and conditions of this EULA, InnerActiv hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to:
• (a) install and use the Software on one or more devices in connection with your personal use or with your business’s or organization’s operations; and
• (b) download and use the Documentation in connection with your use of the Software.
3.2 Ownership. This license is non-exclusive and does not convey any ownership rights in the Software. All title and Intellectual Property Rights in the Software remain with InnerActiv and its licensors.
4. License Restrictions
You agree that you will not, and will not permit any third party to:
• (a) modify, adapt, translate, or create derivative works based on the Software or Documentation;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software;
• (c) distribute, sell, lease, sublicense, or otherwise transfer or provide access to the Software except as expressly permitted herein;
• (d) remove, alter, or obscure any proprietary notices or labels on or within the Software;
• (e) use the Software in a manner that violates any applicable Law or infringes on the Intellectual Property Rights of any party; or
• (f) disable or circumvent any security or licensing features incorporated into the Software.
Any breach of these restrictions shall immediately terminate your license without notice.
5. Registration, Data Privacy, Data Sovereignty, and Data Ownership
5.1 Registration. In order to download, access, and use the Software, you must complete a registration process by providing accurate and current information, which may include your name, company name, contact information, address, hardware and software details, and other relevant data. This information is used for purposes such as account management, license verification, and customer support.
5.2 Data Privacy and Compliance Responsibilities. 5.2.1 Customer as Data Controller. The Customer acknowledges that it is the data controller with respect to any data collected, processed, or generated by the InnerActiv Software (“Software”). As the data controller, the Customer is solely responsible for ensuring compliance with applicable data privacy and security laws, including but not limited to the General Data Protection Regulation (GDPR), California Privacy Rights Act (CPRA), and other relevant regulations.
5.2.2 InnerActiv as Data Processor. InnerActiv acts as a data processor and does not access, modify, or use Customer data except as required to provide the Software’s functionality or to comply with legal obligations. The Customer shall ensure that any use of the Software complies with applicable data protection requirements.
5.2.3 Customer Obligations for Data Privacy and Security. The Customer shall ensure that all end users and employees using the Software:
• (a) Are notified that their activities may be monitored through the Software;
• (b) Provide any legally required consents to monitoring, especially where required under GDPR and other applicable laws; and
• (c) Understand their rights under data protection regulations, including the right to access, rectify, or erase personal data.
Additionally, the Customer shall implement appropriate configurations to ensure compliance with data minimization principles, including:
• (a) Restricting monitoring to necessary business purposes;
• (b) Configuring Software settings to minimize the collection of personal data; and
• (c) Enabling redaction or blurring of sensitive information captured in screenshots or keystroke logs, where applicable.
The Customer must also configure and manage its data retention policies in accordance with applicable laws. The Software provides tools to configure the automatic deletion of collected data. The Customer is responsible for ensuring compliance with storage limitation obligations under GDPR and similar regulations.
To assist with compliance obligations, InnerActiv provides audit logs and tools that allow the Customer to:
• (a) Monitor data collection activities;
• (b) Conduct regular Data Protection Impact Assessments (DPIAs) as required under GDPR; and
• (c) Review access and processing activities to maintain regulatory compliance.
5.2.4 Indemnification and Liability Limitation.
• The Customer agrees to indemnify and hold InnerActiv harmless from any claims, fines, penalties, or legal actions resulting from:
◦ (a) the Customer’s failure to comply with applicable data privacy laws;
◦ (b) misuse or improper configuration of the Software leading to unauthorized data collection or storage; or
◦ (c) failure to obtain legally required user consent.
• InnerActiv shall not be liable for any regulatory fines, penalties, or claims related to the Customer’s failure to comply with privacy regulations. InnerActiv’s liability for any breach shall be limited to cases of gross negligence or willful misconduct directly caused by the Software’s malfunction.
5.2.5 Security and Encryption Measures.
• All data collected and processed through the Software is end-to-end encrypted. InnerActiv does not have access to decryption keys, ensuring that Customer data remains protected.
• The Customer must implement strict role-based access controls to ensure that only authorized personnel can access sensitive data.
• InnerActiv provides regular updates to address security vulnerabilities and comply with evolving privacy laws. The Customer is responsible for ensuring that updates are applied in a timely manner.
5.2.6 Compliance with International Privacy Laws.
• The Software is designed to support GDPR compliance, including:
◦ (a) Establishing a lawful basis for processing (legitimate interest, consent, or contractual necessity);
◦ (b) Ensuring compliance with data subject rights (access, rectification, erasure, and restriction of processing); and
◦ (c) Facilitating secure cross-border data transfers using approved mechanisms (e.g., Standard Contractual Clauses).
• For U.S.-based customers, the Customer must comply with applicable state-level privacy laws, including:
◦ (a) CPRA (California Privacy Rights Act) for California residents;
◦ (b) VCDPA (Virginia Consumer Data Protection Act) for Virginia residents; and
◦ (c) Other state laws as they become applicable.
5.2.7 Termination for Non-Compliance. InnerActiv reserves the right to terminate this Agreement if the Customer fails to comply with its privacy obligations or misuses the Software in a manner inconsistent with applicable data protection laws.
5.3 Data Sovereignty. InnerActiv is committed to ensuring that your data is managed in compliance with applicable data sovereignty requirements. To that end:
• Your data will be stored and processed in accordance with our Data Sovereignty Policy (or as otherwise provided to you), which details the jurisdictions in which data is stored and the measures taken to comply with local laws and regulations regarding data sovereignty.
• InnerActiv will take commercially reasonable measures to ensure that any cross-border transfers of your data comply with applicable laws and your contractual requirements regarding data sovereignty.
• You acknowledge that the specific locations and practices for data storage and processing are described in our Data Sovereignty Policy, and by accepting this EULA, you consent to the processing of your data in accordance with that Policy.
5.4 Data Ownership and Rights. You retain full and exclusive ownership of all data you provide to or that is generated by your use of the Software (“Your Data”). InnerActiv does not have the right to access, control, or use Your Data for any purpose other than to provide the Software and support services as expressly permitted by you or as required by law. Except as necessary for the performance of the Software (for example, for troubleshooting or system maintenance), InnerActiv will not process or use Your Data without your prior explicit consent.
6. Software Maintenance and Support
6.1 Maintenance and Updates. Except as expressly provided in a separate maintenance and support agreement, InnerActiv is not obligated to provide any maintenance, bug fixes, or updates to the Software.
6.2 Optional Support. Should you elect to purchase support or maintenance services, such services will be governed by a separate written agreement and may be subject to additional fees.
7. Warranties and Disclaimers
7.1 Limited Warranty. InnerActiv warrants that, when properly installed and used in accordance with the Documentation, the Software will substantially perform the functions described in the Documentation as of the Effective Date. This warranty is limited to the original purchase price and applies only to the version of the Software as delivered.
7.2 Defects and Virus Warranty. InnerActiv further warrants that, after employing reasonable virus-detection measures, the Software will be substantially free of viruses and defects that would cause it to fail to operate as described, provided that:
• (a) the Software has not been altered or modified by you or any third party without our prior written consent; and
• (b) any malfunction is not attributable to your hardware, other software, or any unauthorized use.
7.3 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND INNERACTIV DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. InnerActiv does not warrant that the Software will be error-free or uninterrupted or that it will detect all cybersecurity risks or vulnerabilities.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INNERACTIV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS EULA OR YOUR USE OF THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INNERACTIV’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE GREATER OF (A) THE ACTUAL AMOUNT PAID BY YOU FOR THE SOFTWARE, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100).
9. Indemnification
You agree to indemnify, defend, and hold harmless InnerActiv, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
• (a) your use of the Software in violation of this EULA or any applicable Law;
• (b) your breach of any representation, warranty, or obligation under this EULA; or
• (c) any claim that your use of the Software infringes any third party’s rights.
10. Additional Terms
10.1 Term and Termination.
• This EULA is effective as of the Effective Date and shall continue until terminated.
• Either party may terminate this EULA immediately upon written notice if the other party breaches any material term or condition of this EULA and fails to cure such breach within thirty (30) days of notice.
• Upon termination, you must immediately cease all use of the Software and destroy all copies in your possession or control.
10.2 Assignment. You may not assign or transfer any rights or obligations under this EULA without the prior written consent of InnerActiv. Any attempted assignment in violation of this section shall be null and void.
10.3 Confidentiality. Both parties agree to keep confidential and not disclose to any third party any confidential information disclosed by the other party during the term of this EULA, except as required by Law or with the disclosing party’s prior written consent.
10.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under this EULA to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, or governmental action.
10.5 Notices. Any notices or communications required or permitted under this EULA shall be in writing and deemed given when delivered personally, sent via confirmed email, or mailed by certified or registered mail to the addresses provided in your registration or as otherwise updated by the parties.
10.6 No Waiver. The failure of either party to enforce any provision of this EULA shall not be deemed a waiver of future enforcement of that or any other provision.
10.7 Governing Law and Dispute Resolution.
• This EULA shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
• Any disputes arising out of or related to this EULA that cannot be resolved by good faith negotiations shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, to be held in Columbus, OH, or another mutually agreed location.
• Notwithstanding the foregoing, InnerActiv may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights.
10.8 Compliance with U.S. Export Laws.
• You agree to comply fully with all applicable U.S. export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations.
• You represent that you are not, and will not become, a “Prohibited Person” or otherwise subject to any U.S. sanctions or embargo restrictions.
10.9 Third-Party Software. The Software may include components licensed from third parties. Such components are subject to their respective terms and conditions, which are incorporated herein by reference. Your rights with respect to such components are limited solely to the rights granted under those third-party licenses.BY INSTALLING, DOWNLOADING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
