These terms and conditions are entered into by and between you (“Customer”, or “you”) and Rilian Technologies Inc. or one of its subsidiaries ("Rilian," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Agreement"), govern your access to and use of the Rilian marketplace and platform, including any content, functionality, and services offered on or through https://www.riliantech.com/ (the "Platform").

Please read this Agreement carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, found at [PRIVACY POLICY URL], incorporated herein by reference. If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Platform. These terms and conditions are binding as of the earliest of the date that you accept the terms and conditions herein, the date set forth on an order or the date on which customer downloads, installs, activates, or uses the products or services (“Effective Date”).

1. ORDERS
   
   • General. Customer may purchase services (including access to the Rilian platform, Third-Party Technologies, and any Integration Services) (“Platform”) by (a) submitting a Purchase Order to Rilian, or (b) placing an Order through Rilian’s online catalog (each, an “Order”). Rilian will have no obligation to provide any products or services until the applicable Order is accepted by Rilian in writing. For Services (including Integration Services), Rilian will have no obligation to perform until an Order or SOW describing those Services is executed by both parties. Unless otherwise stated in the Order, Orders are non-cancellable once accepted.
   • Purchase Orders. If Customer issues a purchase order to facilitate payment processing, the purchase order must reference the applicable Rilian quote or Order and is for administrative convenience only. Any terms on a purchase order that add to or conflict with this Agreement or the Order are void and have no effect.
   • Affiliates. The term “Customer” shall include an Affiliate placing an Order. Customer shall be responsible for compliance by its Affiliates with the Agreement unless the Affiliate has entered into an Affiliate participation agreement with Rilian.
   • Partner Orders. Customer may place an Order through an authorized Rilian channel partner or distributor (“Partner”) in response to a valid Partner quote. As between Customer and Rilian, the Order (including Rilian’s provision of the Platform) is governed by this Agreement, except that all pricing, billing, taxes, invoicing, and payment terms are exclusively between Customer and the Partner. Rilian’s provisioning obligations begin upon Rilian’s receipt of the Order details from the Partner. Customer authorizes Rilian and Partner to exchange Order and usage information necessary to provision and support the Platform.
   • Third-Party Technologies. Orders may include software, services, content, or hardware provided by third-party technology providers listed in the Order (“Third-Party Technologies”). Third-Party Technologies are licensed or provided to Customer under the provider’s end-user terms (“Provider Terms”), which are incorporated by reference in the Order or made available via link. Rilian will flow down to Customer all material warranties, service levels, and remedies it receives from such providers, and Customer agrees to comply with the Provider Terms. Where the Provider Terms conflict with this Agreement, this Agreement will govern as between Customer and Rilian. Any service levels or warranties offered solely by a third-party provider apply in addition to, and not in substitution for, Rilian’s obligations herein. Where an Order includes both Rilian Platform and Third-Party Technologies, (a) the term for the Third-Party Technologies will co-terminate with the applicable Order term unless otherwise stated; (b) Rilian’s obligations and liabilities as to the Third-Party Technologies are limited to those expressly stated in this Agreement (Rilian is not the licensor of Third-Party Technologies); and (c) any service levels or warranties for Third-Party Technologies are provided by the third-party provider, not Rilian. If there is a conflict between Provider Terms and this Agreement regarding Third-Party Technologies, the Provider Terms control solely for that component. For the avoidance of doubt, Rilian will have no responsibility or liability of any kind arising from or relating to the Third-Party Technologies (including Customer’s selection or use of them), and Customer’s sole recourse for any issues with the Third-Party Technologies is against the applicable third-party provider.
   • Integration Services; Statements of Work. If an Order includes integration, configuration, packaging or deployment for private-cloud/on-prem, dashboard/API enablement, or related professional services (“Integration Services”), the parties will execute a statement of work (“SOW”) detailing scope, milestones, deliverables, assumptions, and Customer dependencies. Each SOW is governed by this Agreement. Unless otherwise stated in the SOW, Integration Services are provided on a time-and-materials basis and deemed accepted upon delivery unless Customer provides a written, reasonable rejection explaining material non-conformance within ten (10) days.
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2. FEES AND PAYMENT 
   
   • Fees. Customer will pay the fees set forth in the applicable Order for (a) Platform subscriptions and support, (b) any Third-Party Technologies provisioned through the Platform, and (c) any Integration Services (time-and-materials unless the Order or SOW states fixed-fee). Orders may also include metered or usage-based charges as specified in the Order. Except as expressly provided in this Agreement or the Order, all fees and charges are non-cancelable and non-refundable and are payable in U.S. Dollars. Customer may not withhold, offset, or reduce fees due under this Agreement.
   • Rilian shall invoice the Customer for Platform according to the invoicing procedure outlined in the Order. All payments are due within thirty (30) days of issuance of the invoice, unless otherwise agreed to in writing. Late payments will bear interest at the rate of one and one-half percent (1.5%) per month or at the highest rate allowed by law. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Rilian reserves the right to suspend services to Customer, without liability to Customer, until such amounts are paid in full.
   • Taxes. Prices do not include, and Customer shall pay taxes and duties levied or imposed by reason of Customer’s purchase of the Platform and the transactions covered by an Order, except for taxes based on Rilian’s income. If Rilian has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Rilian with a valid tax exemption certificate or direct-pay letter authorized by the appropriate taxing authority prior to Order fulfillment. If applicable Law requires Customer to withhold any taxes levied by any country on payments to be made pursuant to this Agreement, Customer shall (i) effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Rilian with tax receipts evidencing the payments of such amounts, and (ii) ensure that the sum payable by Customer upon which the deduction or withholding is based is increased to the extent necessary to ensure that, after such deduction or withholding, Rilian receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Rilian would have received and retained in the absence of such required deduction or withholding.
   • Renewal Pricing. Rilian may modify prices and fees at any time. Renewal pricing applies only when a Term is renewed. Unless stated otherwise in an Order, on expiration of the current term, Customer can renew for a term of equal duration (a “Renewal Term”). Each Renewal Term will be priced at the fee of the prior term, increased by the greater of the United States Consumer Price Index or five percent (5%). “CPI” shall mean the US Consumer Price Index: Information Technology, Hardware and Services for the 12 months preceding the renewal date.
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3. PROPRIETARY RIGHTS
   
   • With the exception of third-party intellectual property rights, all intellectual property rights in and to the Platform, all software, code, algorithms, models, connectors, adapters, templates, scripts, dashboards, user interfaces, specifications, documentation, runbooks, training materials, designs, architectures, and other technology or materials that Rilian provides or makes available in connection with this Agreement (“Rilian Materials”) and any copy thereof, and in any ideas, know-how, and programs that may be developed by Rilian in the course of providing the Platform, including any enhancements, derivative works, or modifications thereof (other than Customer Data), remain with Rilian.
   • License Grant. Subject to this Agreement, Rilian grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, to access and use the Platform and related Rilian Materials solely for Customer’s internal business purposes. Customer’s rights may be exercised by Customer’s employees and individual contractors acting on Customer’s behalf and, if expressly identified in an Order, by Customer’s Affiliates, provided that Customer is responsible for their compliance with this Agreement. Third-Party Technologies are provided under the applicable Provider Terms and are not licensed under this Section. Except for the rights expressly granted above, no other rights are granted and Rilian and its licensors reserve all rights, title, and interest in and to the Platform, documentation, and Rilian Materials. Customer’s use remains subject to the restrictions set forth in Section 3.8.
   • Customer is aware that (i) this Agreement confers only the right to license or use the Platform during an applicable Subscription Term, (ii) this Agreement does not convey any rights of ownership in or to the Platform, and (iii) all of Customer’s rights are expressly stated herein, without any implied rights. Customer hereby acknowledges that the Platform are protected by laws pertaining to intellectual property and proprietary rights in the United States and other countries. Rilian reserves all rights not expressly granted in this Agreement.
   • Feedback. From time-to-time Customer may provide Rilian with suggestions, comments and feedback with regard to the Platform (collectively, “Feedback”). Rilian may use such Feedback in any manner it chooses, with no obligation to Customer, provided such Feedback does not identify Customer or any individuals. Customer hereby assigns to Rilian all right, title and interest in and to any feedback associated with your use of the Feedback. The foregoing shall not apply to Customer Data disclosed to Rilian.
   • Customer Data. Customer owns all right, title and interest in all Customer Data. Customer grants Rilian and its Affiliates a worldwide, non-exclusive, limited-term license to use, host, copy, transmit, modify, display, perform and make derivative works of the Customer Data in connection with the performance of Rilian’s obligations under the Agreement. Customer represents and warrants that it has all rights and permissions necessary to provide Customer Data and grant Rilian access to and use of such Customer Data as contemplated herein.
   • Partner Access. If Customer places an Order through a Partner, Customer authorizes Rilian to provide access to and use of the Platform and Customer Data to the Partner to provision and support the Platform.
   • No Source Code. Nothing in this Agreement will be construed to give Customer a right to use, or otherwise obtain access to, any source code from which the Platform or any portion thereof is compiled or interpreted.
   • Restrictions. Except as the Agreement expressly permits, Customer shall not, and shall not permit any other party to: (i) reproduce, modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Platform; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer or make available the Platform to any third party, including, but not limited to, for the purpose of undertaking penetration testing from a third party; (iii) reverse engineer, disassemble, decompile, decode, or adapt the Platform, or otherwise attempt to derive or gain access to the source code of the Platform or any software used by Rilian in providing the Platform, in whole or in part; (iv) collect any information from or through the Rilian Platform using any automated means, including without limitation any scraping, data harvesting, web crawlers, or other data extraction methods to extract data from the Platform except via a Rilian API; (v) bypass or breach any security device or protection used for or contained in the Platform or allow unauthorized access to the Platform; (vi) access, tamper with, or use non-public areas of the Rilian Platform, Rilian’s computer systems, or the technical delivery systems of Rilian’s providers, or attempt to probe, scan or test the vulnerability of any Rilian system or network; (vii) alter, remove or obscure any copyright notices, trademark notices, or other proprietary or confidentiality notices that are: (a) placed or embedded in or on the Platform, or (b) displayed when the Platform is run; (viii) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party or that violates applicable Law; or (ix) use the Platform in any unlawful manner, for any unlawful purpose or in any manner inconsistent with the Agreement.
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4. CONFIDENTIAL INFORMATION
   
   • General. “Confidential Information” means any information in any form or medium disclosed by a Party, its employees, contractors or Affiliates (“Discloser”) to the other Party (“Recipient”), either directly or indirectly, where such information (i) is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or (ii) should, by its nature or circumstances of disclosure, be reasonably considered to be confidential and/or proprietary. The Platform, Rilian Materials and Documentation shall be deemed Confidential Information of Rilian, regardless of marking. Customer Data shall be deemed the Confidential Information of Customer, regardless of marking.
   • Except as otherwise expressly authorized herein, Recipient agrees to (a) maintain Discloser’s Confidential Information in strict confidence and not use Discloser’s Confidential Information except as necessary to perform its obligations or enforce its rights under this Agreement, (b) treat all Confidential Information of Discloser in the same manner as it treats its own proprietary information, but in no case will the degree of care be less than reasonable care; and (c) disclose Discloser’s Confidential Information only to those employees, contractors and other agents of Recipient and its Affiliates who have a need to know such information for the purposes of this Agreement, provided that they are subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as the terms of this Agreement, and Recipient shall remain liable for any non-compliance of such employee, contractor or other agent. Notwithstanding this Agreement, Recipient may disclose Discloser’s Confidential Information as required by any court or other governmental body or as otherwise required by Law or regulation, provided, however, that Recipient shall (i) to the extent permitted by Law, provide prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure; and (ii) disclose the minimum amount of Confidential Information needed in order to be compliant with such order or legal requirement.
   • Exclusions. Nothing in this Agreement will prohibit or limit either Party’s use of information that (i) is already known to the Recipient without restriction as to disclosure prior to disclosure by the Discloser; (ii) becomes publicly available without fault of the Recipient; (iii) is rightfully obtained by the Recipient from a third party without restriction as to disclosure, or is approved for release by written authorization of the Discloser; or (iv) is independently developed or created by the Recipient without use of or access to the Discloser’s Confidential Information as evidenced by contemporaneous written records.
   • Survival. Recipient’s obligations under this Section shall survive for period of five (5) years after the expiration or termination of this Agreement, provided, however, that trade secret information will be maintained in confidence for as long as such information remains a trade secret.
   • Equitable Relief. The Parties agree that a material breach of this Section may cause irreparable injury to Discloser for which monetary damages would not be an adequate remedy and Discloser shall be entitled to seek equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
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5. REPRESENTATIONS Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (i) it has obtained all necessary approvals, consents, and authorizations to enter into this Agreement and to perform and carry out its obligations under this Agreement; (ii) the person accepting or executing this Agreement on the Party’s behalf has express authority to do so and to bind the Party; and (iii) this Agreement is a valid and binding obligation of the Party.
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6. DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL MATERIALS, SOFTWARE, DATA, HARDWARE, APPLIANCE, EQUIPMENT AND/OR SERVICES PROVIDED OR LICENSED BY RILIAN HEREUNDER ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, RILIAN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS, OR CONDITIONS OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, ANY WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, ACCURACY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. RILIAN DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PLATFORM WILL OPERATE IN COMBINATION WITH HARDWARE OR SOFTWARE NOT PROVIDED BY RILIAN. RILIAN DOES NOT GUARANTEE OR OTHERWISE WARRANT THAT THE PLATFORM WILL RESULT IN THE IDENTIFICATION, DETECTION, CONTAINMENT, ERADICATION OF, OR RECOVERY FROM CUSTOMER’S SYSTEM THREATS, VULNERABILITIES, MALWARE, MALICIOUS SOFTWARE, OR OTHER MALICIOUS THREATS. RILIAN DOES NOT CONTROL, OPERATE, OR ASSUME RESPONSIBILITY FOR THIRD-PARTY TECHNOLOGIES, MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THEM, AND DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO THEIR PERFORMANCE, AVAILABILITY, OR SECURITY.‍
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7. INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Rilian, its Affiliates, licensors, and Partners, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Platform, including, but not limited to, your contributions, any use of the Platform’s content, services, and products other than as expressly authorized in this Agreement, or your use of any information obtained from the Platform.
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8. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY ARISING OUT OF: (i) PERSONAL INJURY OR DEATH CAUSED BY EITHER PARTY OR ITS PERSONNEL OR SUBCONTRACTORS; (ii) MISUSE OR VIOLATION OF RILIAN’S INTELLECTUAL PROPERTY RIGHTS BY CUSTOMER; (iii) PAYMENT OBLIGATIONS FOR THE PLATFORM; (iv) WILLFUL MISCONDUCT OR FRAUD BY A PARTY; AND/OR (v) AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 7 (INDEMNIFICATION), IN NO EVENT WILL: (a): EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR INFORMATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER WHICH IS THE SUBJECT OF SUCH CLAIM IN THE TWELVE (12) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION.
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9. TERM AND TERMINATION
   
   • Term. The term of this Agreement begins on the Effective Date and will remain in force and effect until it is terminated in accordance with the terms of this Agreement (the “Term”). Certain Third-Party Technologies will have their own term as provided in an Order (“Subscription Term”). In the event the Subscription Term for a specific Third-Party Technology has lapsed, continued use or access of the Third-Party Technology will be subject to the terms and conditions of the Agreement.
   • Termination. This Agreement or any Order may be terminated: (i) by Rilian, effective on written notice to Customer, if Customer fails to pay any amount when due, where such failure continues more than thirty (30) days after Rilian’s delivery of written notice thereof; (ii) by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and the breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; (iii) by either Party, effective immediately, in the event that one or more of the following occurs: (a) appointment of a trustee or receiver for all or any part of the assets of the other Party; (b) insolvency or bankruptcy of the other Party; (c) a general assignment by the other Party for the benefit of creditors; or (d) dissolution or liquidation of the other Party; or (iv) solely with respect to a Third-Party Technology, by Customer, if that Third-Party Technology materially and repeatedly fails to conform to the applicable provider terms or materially fails to perform its core functionality and the third-party provider does not cure within thirty (30) days after Customer’s detailed written notice identifying the failure. Any termination under clause (iv) will apply only to the affected Third-Party Technology and will not terminate or otherwise affect the Platform subscription between the Customer and Rilian.
   • Effect of Termination. Upon termination of this Agreement or any Order: (i) the rights and licenses granted to Customer under all valid Orders (in the event of termination of the Agreement) or those granted under a specific Order (in the event of its specific termination), as the case may be, will terminate automatically except to the extent such rights are expressly stated to survive beyond the Term; (ii) Customer will return or destroy all Rilian Materials, including permanent removal of such Rilian Materials (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, (iii) either Party may request that the other Party return or destroy its Confidential Information in the other Party’s possession or control, and either Party may request confirmation in writing of compliance with the provisions of this Section; and (iv) for clarity, Customer will pay all previously accrued amounts due to Rilian hereunder in accordance with Section 2. For clarity, if Customer terminates a Third-Party Technology under Section 9.2(iv), the Order remains in full force as to the Platform, and Customer will promptly cease use of, and remove, the terminated Third-Party Technology in accordance with the applicable provider terms
   • Survival. This Section 9.4 and Sections 3 (Proprietary Rights), 4 (Confidential Information), 5 (Representations ), 6 (Disclaimer), 7 (Indemnification), 8 (Limitations of Liability), 9.3 (Effect of Termination), 11 (Compliance with Laws), and 17 (Miscellaneous), and any terms that by their nature are intended to survive termination, survive any termination or expiration of this Agreement in accordance with their respective terms.‍
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10. MARKETING. With written permission from Customer, Rilian may display Customer’s company name and logo (in accordance with any trademark guidelines provided by Customer) and may identify Customer as a Rilian customer in a manner that does not suggest Customer’s use or endorsement of any specific Third-Party Technology.‍
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11. COMPLIANCE WITH LAWS
    
    • Each Party agrees to comply with all laws directly applicable to such Party in the performance of this Agreement, including but not limited to, applicable export and import, anti-corruption, data protection and employment laws.
    • Customer acknowledges and agrees the Platform shall not be used, transferred, or otherwise exported or re-exported to: (a) regions that the United States and/or the European Union maintains an embargo or comprehensive sanctions (collectively, “Embargoed Countries”), or a national or resident thereof to the extent prohibited by U.S. or E.U. laws; (b) a Prohibited Party; or (c) for any purpose prohibited by Export Administration Regulations (15 CFR Part 730 et seq.), the International Traffic in Arms Regulations (22 CFR Part 120 et seq.), the sanctions programs administered by the Office of Foreign Assets Control, and statutes, rules and executive orders affecting sanctions or international trade, including nuclear, chemical, or biological weapons proliferation or development of missile technology.‍
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12. MISCELLANEOUS
    
    • Subcontracting. Rilian may use subcontractors, vendors and other service providers in the performance of its obligations hereunder as it deems appropriate; provided that Rilian remains responsible for their performance. For clarity, Partners shall not be considered a subcontractor, vendor, or service provider under this Agreement and Rilian is not responsible for a Partner’s performance.
    • Entire Agreement. This Agreement, together with all Orders and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. It is expressly agreed that the terms of this Agreement shall supersede any Customer terms in any purchase order, procurement portal documentation or other similar non-Rilian documents, and such terms do not form part of this Agreement and are void. Any Order through a Partner is subject to, and Rilian’s obligations and liabilities to Customer are governed by, this Agreement.
    • Notices. Notices must be in writing and will be deemed effective when personally delivered, when received by electronic mail to the address listed below (when confirmed), or when delivered by overnight courier or five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed as follows:
      
      • Rilian Technologies, Inc.
        6731 Whittier Avenue, Suite A100, McLean, VA 22101, United States
    • Customer will receive notice to the contact listed on the Order. Notice may be given to such other address or number, and to the attention of such other person or officer, as any Party may designate, at any time.

1. Amendment and Modification; Waiver. No amendment to or modification of this Agreement by Customer is effective unless it is in writing and signed by an authorized representative of Rilian. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
2. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
3. Governing Law; Jurisdiction. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware, excluding its conflicts-of-law principles. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Wilmington, Delaware, and the parties agree to service of process in accordance with the rules of such courts. Notwithstanding the foregoing, each party reserves the right to file suit or action in any court of competent jurisdiction as such party deems necessary to protect its intellectual property rights and, in Rilian’s case, to recoup any payments due.
4. Assignment. Rilian may assign this Agreement without consent to: (i) an Affiliate; (ii) a surviving entity in case of merger, acquisition, or sale of all or substantially all of its shares or the assets to which this Agreement relates; or (iii) a successor entity after an internal reorganization or entity conversion. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
5. Relationship of Parties. The Parties agree and acknowledge that the relationship of the Parties is in the nature of an independent contractor. This Agreement shall not be deemed to create a partnership or joint venture and neither Party is the other’s agent, partner, employee, or representative. Neither Party shall have the right to obligate or bind the other Party in any manner whatsoever.
6. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; [and] (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty consecutive days following written notice given by it under this Section 12.9, the other party may thereafter terminate this Agreement upon ten (10) days' written notice.
7. No Third-Party Beneficiaries. Subject to Section 12.7 (Assignment), no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.
8. Controlling Language. This Agreement was negotiated and executed in English, and if it is translated into other languages, the original English language version shall be controlling, notwithstanding either Party’s signature on or acknowledgement of such translations. Customer waives any right to have this Agreement written in any other language.

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Last updated: November 11, 2025