Pass-Through Einblick Analytics Software Subscription Agreement for Customers of Resellers

BY AGREEING TO THIS PASS-THROUGH EINBLICK ANALYTICS SOFTWARE SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) AND/OR EXECUTING AN ORDER INCORPORATING THIS AGREEMENT BY REFERENCE OR USING THE PRODUCTS OBTAINED THROUGH AN EINBLICK AUTHORIZED RESELLER (“RESELLER”), YOU (ON BEHALF OF YOUR COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY, THE “CUSTOMER”) ACCEPT AND AGREE TO THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A LEGAL AGREEMENT BETWEEN CUSTOMER AND EINBLICK ANALYTICS, INC., A DELAWARE CORPORATION, WITH A BUSINESS ADDRESS LOCATED AT ONE KENDALL SQUARE, BUILDING 400, CAMBRIDGE, MA 02139 (“EINBLICK”). CUSTOMER’S USE OF THE PRODUCTS IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SO CUSTOMER SHOULD TAKE THE TIME TO FULLY UNDERSTAND HOW THIS AGREEMENT GOVERNS CUSTOMER’S RELATIONSHIP WITH EINBLICK AND CUSTOMER’S USE OF THE PRODUCTS. CUSTOMER’S RIGHT TO USE THE PRODUCTS IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY, YOU AND THE APPLICABLE COMPANY, BUSINESS, CORPORATION, PUBLIC INSTITUTION OR OTHER ENTITY EACH REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU”, “YOUR” AND “CUSTOMER” WILL REFER TO SUCH ENTITY. IF CUSTOMER DOES NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, CUSTOMER MUST NOT AND MAY NOT ACCESS OR USE THE PRODUCTS IN ANY MANNER FOR ANY PURPOSE. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE EARLIER OF THE DATE THAT CUSTOMER AGREES TO THIS AGREEMENT OR THAT CUSTOMER ACCESSES THE PRODUCTS. EINBLICK MAY MODIFY THESE TERMS AT ANY TIME BY POSTING A REVISED VERSION AT https://einblick.ai/pass-through-agreement/, WHICH MODIFICATIONS WILL BECOME EFFECTIVE AS OF THE FIRST DATE OF THE CALENDAR MONTH FOLLOWING THE MONTH IN WHICH THEY WERE POSTED. CUSTOMER’S CONTINUED USE OF THE PRODUCTS THEREAFTER WILL BE DEEMED ACCEPTANCE OF SUCH MODIFIED TERMS.

This Agreement shall govern Customer’s Use of Products purchased through a Reseller on the Effective Date as well as any future purchases made by Customer through a Reseller which reference this Agreement. Einblick provides the Products on a subscription basis (each, a “Subscription”) beginning on the date of Customer’s purchase, enrollment, registration, sign up or execution of an order form (collectively, “Order”) for the duration of the term purchased by Customer (“Subscription Term”). Customer acknowledges the agreement between Einblick and Reseller requires Reseller to incorporate the terms of this Agreement into all Orders. Einblick shall have the benefit of and right to enforce the terms of this Agreement against Customer. In the event any provision of this Agreement is deemed to conflict with a provision of an Order or other agreement between Customer and Reseller with respect to the subject matter of this Agreement, the applicable provisions of this Agreement shall control as between Customer and Einblick.

  1. Definitions. Capitalized      terms      shall      have      the      meaning      defined     

Confidential Information means any and all non-public, confidential and proprietary information, furnished by the Disclosing Party or any of its Representatives to the Receiving Party or any of its Representatives, that is marked in writing (including e-mail), or in other tangible form, as “confidential” or “proprietary.” Confidential Information may include, without limitation, such marked disclosures that relate to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans. Any Confidential Information disclosed orally shall be identified as confidential at the time of disclosure and confirmed as “confidential” in writing within thirty (30) days. Notwithstanding the foregoing, Confidential Information shall expressly include the terms of this Agreement (and any Agreement of which it is a part), the Products, Customer Data, the Documentation, and all know-how, techniques, ideas, principles and concepts which underlie any element of the Products or the Documentation and which may be apparent by use, testing or examination.

Customer Data means all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Products.

Documentation means the product documentation made available by Einblick.

Intellectual Property Rights means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future.

Product(s) means the software product(s) offered by Einblick are purchased by Customer through Reseller.

Representatives means as to any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of this Agreement.

Hosted Products means software-as-a-service and platform-as-a-service Products listed on an Order.

Use means, for on-premises Products to download, install, and execute the Products, and for Hosted Products, to access and execute the Products.

User means individuals (including employees and independent contractors working on behalf of Customer) authorized by Customer to Use the Products solely for Customer’s internal use.

  1. Grant of License. Subject to all of the terms and conditions of this Agreement, during the Subscription Term, Einblick grants to Customer a non-transferable, non-sublicensable, non-exclusive, limited license for Customer’s Users to Use the Products, but only in accordance with (i) the Documentation, (ii) this Agreement, (iii) the Subscription Term, and (iv) other restrictions set forth in the applicable Customer acknowledges and agrees that this Agreement does not transfer to Customer any Einblick or third-party Intellectual Property Rights. Customer acknowledges and agrees that, as between Einblick and Customer, Einblick owns all right, title, and interest in and to the Products and Documentation, and Einblick shall, notwithstanding any other term of this Agreement, remain the owner of the Products and Documentation. Unless otherwise expressly provided in this Agreement, Customer shall not acquire any proprietary right, title or interest in or to any Intellectual Property Rights in the Products or Documentation. All rights not expressly granted by Einblick herein are reserved.
  2. License Restrictions. Customer shall not, on its own or through any parent, subsidiary, Affiliate, agent or other third party: (a) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any of the Products or the Documentation to a third party; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Products, in whole or in part, nor will Customer use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Products or encourage others to do so; (c) allow access to or permit use of the Products by any users other than Users, or any use which violates the technical restrictions of the Products or the terms of this Agreement; (d) use the Products to develop, test, host or run and operate applications on behalf of third-parties, without Einblick’s written consent; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Products; (f) use the Products to provide third-party training; or (g) modify or create derivative works based upon the Products. If Einblick receives information that Customer is in violation of any of the foregoing restrictions, Einblick will notify Customer, and Customer will promptly take remedial action to resolve such violation. If Customer does not take required action in accordance with the above, Einblick reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including suspension or termination of this Agreement or an applicable Order. Einblick shall have no liability to Customer in the event Einblick takes such action. Customer acknowledges and agrees that Einblick may use a license manager, keys or similar method to either locally or remotely manage Customer’s Use of the Product.

  3. Customer Account, Password and Security. Customer will protect its passwords and license files and take full responsibility for its own use, and third-party use, of Customer’s accounts. Customer is solely responsible for any and all activities that occur under Customer’s accounts. Customer will notify Einblick immediately upon learning of any unauthorized use of Customer’s accounts or any other breach of security.
  4. Fees and Payment Terms. All fees are as set forth in the applicable Order or other agreement between Reseller and Customer and shall be paid by Customer in accordance therein.

  5. Confidentiality Obligations. Unless otherwise agreed to in writing by the party to this Agreement that furnished the Confidential Information (“Disclosing Party”), the party to this Agreement receiving the Confidential Information (“Receiving Party”) agrees (a) to keep all Confidential Information in strict confidence and not to disclose or reveal any Confidential Information to any person (other than Reseller or the Receiving Party’s Representatives who (i) are actively and directly involved in providing or receiving products under this Agreement (or the Agreement of which it is a part), and (ii) have a need to know the Confidential Information), and (b) not to use Confidential Information for any purpose other than in connection with fulfilling obligations or exercising rights under this Agreement (or the Agreement of which it is a part). The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential The parties agree to cause their Representatives who receive Confidential Information to observe the requirements applicable to the Receiving Party pursuant to this Agreement with respect to such information, including, but not limited to, the restrictions on use and disclosure of such information contained in this Section 6.

  6. Non-Confidential Information and Permitted Disclosures. Notwithstanding Section 6, the obligations of the parties set forth herein shall not apply to any information that: was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party or any of its Representatives; was known to the Receiving Party free of any obligation of confidentiality before or after the time it was communicated to the Receiving Party by the Disclosing Party; is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; is disclosed with the prior written approval of the Disclosing Party; or is disclosed pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party the possibility to seek a protective order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance in whole or in part, with the terms of this Agreement, the Receiving Party and its Representatives shall use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed or is the subject of such waiver, and to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment. The terms and obligations pertaining to confidentiality in this Agreement shall survive and remain in full force and effect for a period of three (3) years from the termination or expiration of this Agreement, unless the Disclosing Party expressly agrees in writing to release all or part of its Confidential Information from the restrictions imposed by this Agreement before such period has elapsed.

  7. Customer Data. Einblick acknowledges that, as between Einblick and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to Customer Data. Applicable to Hosted Products only, Customer hereby grants to Einblick a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data as may be necessary for Einblick to provide the Products to Customer. All rights not expressly granted by Customer herein are reserved.

  8. Information Rights. This Section 9 applies to Hosted Products only. Einblick may retain and use, subject to the terms of its privacy policy (www.einblick.ai/privacy), information collected in Customer’s use of the Products. Einblick shall have the right to use anonymized and aggregated Customer Data for general research and development purposes, improving its existing products and services, marketing purposes, and any other business purposes so long as Einblick does not attempt to re-identify any aggregated Customer hereby expressly consents to such use, provided that Einblick maintains the confidentiality of Customer Data in accordance with this Agreement. Einblick will not share Customer Data with any third parties unless Einblick (i) has Customer consent for Customer Data; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of Einblick, its users or the public; or (iii) provides Customer Data in certain limited circumstances to third parties to carry out tasks on Einblick’s behalf with strict restrictions that prevent the data from being used or shared except as directed by Einblick. When this is done, it is subject to agreements that oblige those parties to process Customer Data only on Einblick’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

10.  Indemnification

a. Einblick shall defend Customer and the officers, directors, agents, and employees of Customer (each, a “Customer Indemnified Party”) against any third party (excluding Reseller) claim, allegation or legal action (a “Claim”) arising from (a) the gross negligence, bad faith, fraudulent acts or omissions, or intentional or willful misconduct of Einblick or (b) an allegation that Customer’s authorized use of any Einblick Product infringes the Intellectual Property Rights of any third Further, Einblick shall indemnify the Customer Indemnified Party against any damages actually awarded or paid in connection therewith, including any reasonable attorneys’ fees. Notwithstanding the foregoing, Einblick’s indemnification obligation will not apply to claims to the extent arising from (a) modification of any Einblick Product by any party other than Einblick without Einblick’s express consent; (b) the combination, operation, or use of any Einblick Product with other product(s), data or services where such Einblick Product would not by itself be infringing; or (c) unauthorized or improper use of any Einblick Product. If the use of any Einblick Product by Customer has become, or in Einblick’s opinion is likely to become, the subject of any claim of infringement, Einblick may at its option and expense (i) procure for Customer the right to continue using such Einblick Product as set forth hereunder, (ii) replace or modify such Einblick Product to make it non-infringing so long as such Einblick Product has at least equivalent functionality, (iii) substitute an equivalent for such Einblick Product or (iv) if options (i)-(iii) are not reasonably practicable, terminate this Agreement. This Section 10 states Einblick’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.

b. Customer shall defend Einblick and the officers, directors, agents, and employees of Einblick (each, an “Einblick Indemnified Party”) against any Claims arising from (a) the gross negligence, bad faith, fraudulent acts or omissions, or intentional or willful misconduct of Customer, (b) any use or disclosure by Customer of any Einblick Product in violation of this Agreement, (c) the exercise of any rights granted to Einblick by Customer in or to the Customer Content or Customer Data in accordance with this Agreement. Further, Customer shall indemnify the Einblick Indemnified Party against any damages actually awarded or paid in connection therewith, including any reasonable attorneys’ fees.

c. The party seeking indemnification (the “Indemnified Party”), will notify the other party (the “Indemnifying Party”) promptly in writing of any claim covered by the foregoing indemnifications. The parties agree to cooperate fully during such proceedings. The Indemnifying Party will have the right to defend any such claim with attorneys that are reasonably acceptable to the Indemnified Party, and will have control over the litigation, negotiation, and settlement of, any claim. The Indemnified Party may be represented by separate counsel at its own expense. Neither party will make any settlement that materially affects the rights of the other party, nor will either party be responsible for indemnifying the other party for any settlement made without the indemnifying party's consent, which will not be unreasonably withheld or delayed.

  1. Term and Termination. This Agreement (and any applicable Order) and the licenses granted hereunder commence on the Effective Date and shall continue until terminated in accordance with this Section 11 or the expiration or earlier termination of the last outstanding Order in effect. Einblick may terminate this Agreement (a) if Customer materially breaches this Agreement and fails to cure such breach within thirty (30) days written notice from Einblick, or (b) in the event Reseller materially breaches the terms and conditions of the its agreement with Einblick and fails to cure such breach within the cure period set forth therein.

  2. Effect of Termination. All licenses will terminate immediately upon termination of this Upon expiration or termination of a Subscription Term, the license to the applicable Product granted in Section 2 of this Agreement shall terminate immediately, and Customer shall immediately cease use of all such Products and Documentation, including its access to any Products. Applicable to Hosted Products only, during the thirty (30) days following termination and subject to the payment of all fees owed by Reseller applicable to this Agreement, upon request by Customer, Einblick will make Customer’s Data available to Customer.

  3. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND SUPPORT ARE PROVIDED "AS IS." EINBLICK DOES NOT WARRANT THAT THE PRODUCTS AND SUPPORT PROVIDED TO CUSTOMER UNDER THIS AGREEMENT WILL OPERATE UNINTERRUPTED, THAT THEY WILL BE FREE FROM DEFECTS, OR THAT THE PRODUCTS ARE DESIGNED TO MEET CUSTOMER’S BUSINESS REQUIREMENTS. EINBLICK DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EINBLICK SHALL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES OR LOSSES ARISING FROM CUSTOMER’S FAILURE TO INSTALL THE LATEST UPDATES, PATCHES, VERSIONS OF THE PRODUCTS PROVIDED TO CUSTOMER BY EINBLICK. EINBLICK SHALL NOT BE RESPONSIBLE FOR SUPPORTING, PATCHING OR UPDATING ANY VERSION OTHER THAN THE LATEST VERSION OF THE PRODUCTS PROVIDED TO CUSTOMER BY EINBLICK.

  4. LIMITATION OF REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

  5. LIMITATION OF LIABILITY. EINBLICK'S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES CAUSED BY EINBLICK IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY RESELLER TO EINBLICK UNDER THE APPLICABLE ORDER(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM GIVING RISE TO THE CLAUSE OF ACTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EINBLICK HAVE ANY LIABILITY TO CUSTOMER OR ANY USER FOR ANY LOSSES ARISING OUT OF OR RELATING TO (A) RESELLER’S RESALE OF THE PRODUCTS TO CUSTOMER, (B) RESELLER’S PROCESSING OF ANY CUSTOMER INFORMATION OR DATA, OR (C) ANY ORDER BETWEEN RESELLER AND CUSTOMER, SUBJECT TO EINBLICK’S OBLIGATIONS UNDER THIS AGREEMENT. The provisions of Section 14 and 15 allocate risks under this Agreement between Customer and Einblick, and the parties have relied on the exclusions in determining to enter into this Agreement.

  6. STATUTE OF LIMITATIONS; JURY WAIVER. NEITHER PARTY SHALL BRING ANY CLAIM BASED ON THE SUBSCRIPTIONS OR SUPPORT PROVIDED HEREUNDER MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. BOTH PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREE

  7. Compliance with Laws. Customer agrees that Customer’s use of the Products will comply with all applicable laws, including without limitation all applicable anti-corruption laws, anti-money laundering laws, antitrust laws, economic sanctions laws, export control laws, data protection and data privacy laws, and modern slavery and human trafficking laws. Einblick shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

  8. Export Laws; Federal Government End Use. Customer agrees that Customer’s use of the Products (including related documentation) will comply with applicable export control and trade sanctions laws, rules and regulations, including without limitation the regulations promulgated by the S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Laws”). Customer represents and warrants that Customer is not (i) located or resident in a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria) (collectively, the “Sanctioned Countries”); or (ii) identified on any U.S. government restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS) (collectively, the “Restricted Party Lists”). Customer further certifies that Customer will not, directly or indirectly, export, re-export, transfer or otherwise use the Products (nor any direct product thereof) in violation of the Export Laws, or with any purpose prohibited by the same Export Laws, in any Sanctioned Country, to any person or entity on a Restricted Party List, or for any nuclear, chemical, missile or biological weapons related end uses. Customer acknowledges that the Products, or any feature or part thereof, may not be available for use in all jurisdictions and that Customer is responsible for complying with applicable Export Laws wherever Customer uses the Products. Einblick shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause. Government technical data and software rights related to the Products and Documentation include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Einblick to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

  9. Amendments; Waivers. No supplement, modification, or amendment of the terms of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other form employed or provided by Customer or Reseller will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

  10. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the Products subscription, unless such terms and conditions are expressly stated as an amendment to this Agreement and duly signed on behalf of both parties.

  11. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval of a license by a government agency.

  12. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld, and any such assignment in violation of this Section shall be void, except that the transfer of this Agreement or rights granted hereunder to a successor entity in the event of a merger, corporate reorganization, acquisition or the sale of all or substantially all of a party’s assets shall not constitute an assignment for purposes of this Section. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns.

  13. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

  14. Independent Contractors. The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one party as an employee, agent, or joint venture partner of the other. Customer acknowledges that Reseller is not an agent or representative of Einblick, and that Einblick accepts no responsibility for the acts or omissions of Reseller.

  15. No Third Party Beneficiaries. This Agreement benefits solely Einblick and Customer, and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person or party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this For clarity, Reseller is not a third party beneficiary of this Agreement, Customer is not a third party beneficiary to the agreement between Reseller and Einblick, and Einblick is not a party to any Order or other agreement between Customer and Reseller; provided however, Einblick is a third party beneficiary with respect to Orders as they relate to this Agreement.

  16. Survival. Sections 12 (Effect of Termination), 13 (Disclaimer of Warranty), 14 (Limitation of Remedies), 15 (Limitation of Liability), 16 (Statute of Limitations), and 23 (Governing Law) shall survive any termination or expiration of this