Licensing Agreement

SaaS Services Agreement governing the use of Belisar services

Last Updated: September 30, 2026

This SaaS Services Agreement (“Agreement”) sets forth the terms and conditions that govern orders placed by Customer for Services under this Agreement. Each of Company and Customer may be referred to as a “Party” or collectively as the “Parties.” This Agreement includes and incorporates the above Order Form, as well as the Terms and Conditions set forth below and any attachments or exhibits incorporated herein.

1. AGREEMENT DEFINITIONS

A. “Auto Renew” or “Auto Renewal” is the process by which the initial Services Period under an order is automatically extended for an additional Services Period of the same length of time unless such Services are otherwise terminated in accordance with the terms of the order or this Agreement.

B. “Customer Data” means all electronic data or information that Customer or any User loads or enters into the Services.

C. “Mobile Application” means any Company-developed mobile application made available by Company to Customer in connection with the Services.

D. “Belisar Programs” refers to the software products owned or licensed by Company to which Company grants Customer access as part of the Services, including Program Documentation, Mobile Applications, and any program updates provides as part of the Services. The term “Belisar Programs” does not include Third-Party Services.

E. “Program Documentation” refers to the program user manuals for the Belisar Programs and/or Services, as well as any help windows and readme files for such Belisar Programs and/or Services that are accessible from within the Services. The Program Documentation describes technical and functional aspects of the Belisar Programs and/or Services. You may access the documentation online at docs.belisar.com or such other address specified by Company.

F. “Separate Terms” refers to license terms that are applicable to a Third-Party Service.

G. “Separately Licensed Third-Party Technology” refers to third party technology that is licensed under Separate Terms and not under the terms of this Agreement.

H. “Services” means the Belisar Program(s) Company provides to Customer under a software-as-a-service model that Customer have ordered.

I. “Services Period” refers to the period of time for which Customer ordered Services as specified in Customer’s order.

J. “Third-Party Services” refers to third party technology, including any third-party platform or service to which Customer directs or enables Company to transmit data or from which Customer directs or enables Company to receive data in connection with the Services (whether via an application programming interface or other means).

K. “Users” means those employees, contractors, and end users, as applicable, authorized by Customer or on Customer’s behalf to use the Services in accordance with this Agreement and Customer’s order.

2. TERM OF AGREEMENT

A. This Agreement is valid for the order which this Agreement accompanies. This Agreement may also be referenced for any purchase that increases the quantity of the original Services ordered (e.g., additional Users), for any Services options offered by Company for the original Services ordered, and for any renewal or Auto Renewal of the Services Period of the original order.

3. RIGHTS GRANTED

A. For the duration of the Services Period and subject to Customer’s payment obligations, and except as otherwise set forth in this Agreement or Customer’s order, Customer shall have the non-exclusive, non-assignable, royalty free, non-sublicensable, worldwide limited right to (a) access and use the Services that Customer ordered under this Agreement, including anything developed by Company and delivered to Customer as part of the Services, and (b) download and install copies of the Mobile Application, in each case of (a) and (b), solely for Customer’s internal business operations and subject to the terms of this Agreement and Customer’s order. Customer may allow Users to use the Services for this purpose and Customer are responsible for Users’ compliance with this Agreement and the order.

B. Customer shall have no right to receive any object code or source code relating to the Services.

C. Customer grant to Company a non-exclusive, non-transferable right to access and use Customer Data as reasonably required to provide the Services.

D. Customer do not acquire under this Agreement any right or license to use the Services in excess of the number of Users and/or duration of the Services stated in Customer’s order. Upon the end of the Services ordered, Customer’s right to access and use the Services will terminate.

E. Certain features of the Services may contain or require the use of or integration with Third-Party Services. Customer is responsible for complying with the Separate Terms that govern Customer’s use of Third-Party Services. Company may, but is not required to, provide certain notices to Customer in the Program Documentation, readme or notice files in connection with such Separate Terms or Third-Party Services. Company does not control and has no liability for Third-Party Services, including its security, functionality, operation, availability, and interoperability with the Services. By enabling a Third-Party Service to interact or integrate with the Services or receive or send data from or to the Services, Customer (a) consents to the transmission of such data to, or receipt of such data from, such Third-Party Service and (b) represents and warrants that Customer has all rights and authorizations necessary to enable such interaction, integration, and transmission, as well as Company’s processing of such data (which is hereby deemed Customer Data) in accordance with this Agreement. As between the Parties, the third-party owner, author or provider of each Third-Party Service retains all ownership and intellectual property rights in and to such Third-Party Service.

F. Company will take commercially reasonable efforts to make the Services available, Customer are responsible for acquiring and maintaining access to the internet (including but not limited to using an adequate web browser) in order to access and use the Services. Company shall not be liable for any failure of or interruption to such access and use resulting from failure or impairment of any network, software, web browser or equipment not under the control of Company. Customer shall be solely responsible for obtaining and maintaining all hardware and software necessary to access the Services.

4. OWNERSHIP AND RESTRICTIONS

A. Customer Data.

Customer retains all ownership and intellectual property rights in and to Customer’s Data
Upon termination or expiration of a Service or this Agreement, Company may delete all Customer Data in its possession or under its control at any time, unless retention is required by applicable law. Notwithstanding the foregoing, Company may retain Customer Data in backup or archival media for up to twelve (12) months, or longer if required by law.
Company may use and process Customer Data only as described and subject to the limitations provided below (a) to provide Customer the Services; and (b) for business operations incident to providing the Services to Customer. Company acquires no rights in Customer Data other than the rights Customer grants to Customer in this Section. For purposes of this Section, “to provide” the Services consists of:
- Delivering functional capabilities as licensed, configured and used by Customer and its Users,
- Troubleshooting (preventing, detecting, and repairing problems); and
- Keeping the Belisar Programs and the Services up to date and performant, and enhancing user productivity, reliability, efficacy, quality, and security.
  
  Customer also authorizes Company to (a) create aggregated statistical, non-personal data from data containing pseudonymized identifiers (such as usage logs containing unique, pseudonymized identifiers; and (b) to calculate statistics related to Customer Data for the purposes of billing and account management, compensation such as calculating employee commissions and partner incentives; internal reporting and business modeling, such as forecasting, revenue, capacity planning, and product strategy; and financial reporting.

Each party will implement reasonable and appropriate measures to protect Customer Data and prevent any unauthorized person or entity from gaining access to Customer Data. However, Customer is solely responsible for verifying that its Users are properly authorized to access its Customer Data in accordance with applicable law, regulatory requirements, and obligations under this Agreement. Company assumes no responsibility to verify, nor will it contest Customer's representation that its Users are properly authorized to access Customer Data; therefore, Company assumes no responsibility for access granted improperly by Customer to unauthorized parties.

B. Belisar Programs; Services.

Company or its licensors retain all ownership and intellectual property rights to the Services, including Belisar Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Company under this Agreement.

A. remove or modify any program markings or any notice of Company’s or its licensors’ proprietary rights.

Customer may not, or cause or permit others to:

B. modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Services, or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Company.

C. perform or disclose any benchmark or performance tests of the Services, including the Belisar Programs, without Company’s prior written consent.

D. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Belisar Programs, or materials available, to any third party, other than as expressly permitted under the terms of the applicable order.

E. Share or distribute any offline supplemental data provided by Belisar for, or on behalf of customer, for use in the platform

5. USE OF THE SERVICES; SUPPORT

A. Customer is responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. Customer is responsible for all activities that occur under Customer’s and Customer’s Users’ usernames, passwords or accounts or as a result of Customer’s or Customer’s Users’ access to the Services and agree to notify Company immediately of any unauthorized use. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.

B. Customer agrees not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Customer Data, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Company under this Agreement, Company reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. Company shall have no liability to Customer in the event that Company takes such action. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all Customer Data. Customer agrees to defend and indemnify Company against any claim arising out of a violation of Customer’s obligations under this section.

C. Customer is required to accept all patches, bug fixes, and updates (collectively, “Patches”) necessary for the proper function and security of the Services, including for the Belisar Programs, as such Patches are generally released by Company.

D. Company may provide updates which may include alterations to and replacement of features and functionality. Some changes to the Services may occur automatically, while others may require Customer to schedule and implement the changes.

E. Company shall provide reasonable general technical support as stated in Exhibit A to this Agreement to allow Customer to report problems and to seek assistance in the use of the Services.

6. TRIAL SERVICES

A. Company may make available certain Services on a trial basis for Customer to evaluate and test the Services for Customer’s internal business purposes. Services acquired for trial purposes are provided on an “as is” and “as available” basis. Company does not provide technical or other support or offer any warranties for such Services.

7. SUPPORT

A. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice and the terms set forth in Exhibit A.

8. CONFIDENTIALITY

A. Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (1) becomes publicly available without a breach of this agreement, (2) the receiving party received lawfully from another source without a confidentiality obligation, (3) is independently developed, or (4) is a comment or suggestion volunteered about the other Party’s business, products or services.

B. Each Party will take reasonable steps to protect the other’s Confidential Information and will use the other Party’s Confidential Information only for purposes of the Parties’ business relationship. Except as expressly authorized by this Agreement, neither Party will disclose that Confidential Information to third parties, except to its employees, affiliates, contractors, advisors and consultants (“Representatives”) and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each Party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other Party.

C. A Party may disclose the other’s Confidential Information if required by law; but only after it notifies the other Party (if legally permissible) to enable the other party to seek a protective order. Company may also disclose Customer Data to a provider of Third-Party Services in accordance with Section 3.

D. The obligations set forth in this Section 8, (Confidentiality), apply (i) for Customer Data until it is deleted from the Services, and (ii) for all other Confidential Information, for a period of five years after the Confidential Information is received.

E. Freedom of Information Act (FOIA). Notwithstanding anything in this section to the contrary, the Parties acknowledge and agree that if Customer are an agency, department or other entity of the United States Government, Customer are subject to the United States Freedom of Information Act (5 U.S.C. § 552) and may disclose information in response to a valid request in accordance with FOIA. Should Customer receive a request under FOIA for Company’s Confidential Information, Customer agree to give Company adequate prior notice of the request and before releasing Company’s Confidential Information to a third party, in order to allow Company sufficient time to seek injunctive relief or other relief against such disclosure.

9. AUTHORIZED USERS

A. User IDs. Each User is issued a user ID and password which may not be shared or used by more than one person. However, a user ID and password may be reassigned from time to time to a new User replacing a former User. Customer is responsible for all access through Customer User IDs. Users are limited to the number specified in the applicable Order Form. Customer may not use or permit use of the Services or Program Documentation by anyone other than Customer's Users.

‍B. Unauthorized Users. Customer will not permit access to any user who is listed by any government or law enforcement agency as a party with whom doing business has been restricted or prohibited for any reason, including without limitation, companies on the U.S. embargoed list, the U.S. Denied Persons List, FBI most wanted and Interpol most wanted.

‍C. Additional Users. Customer may add Users during a Services Period. The Services Period for any additional User shall end with the Customer's current Services Period for that Service and the Services Fee shall be prorated accordingly. Except where the Services fee is a flat fee or the Order indicates otherwise, Customer agrees to notify Company if the number of Users increases and to pay the additional Services fees as specified in the Order for those additional Users. The number of Users cannot be reduced during any Services Period.

‍D. Audit Rights. Customer will keep accurate records of its Users and user type, including the Services to which the Users have access. Upon Company’s reasonable written request, Customer will provide Company with the User records for the purpose of verifying Customer’s compliance with this Agreement. In the event the audit reveals that Customer has materially breached the Agreement, Customer will promptly remit the Services Fees due as a result of Customer’s non-compliance at Company’s then-current prices.

10. PAYMENT OF FEES

A. All fees payable to Company are due in accordance with payment terms detailed in the licensing agreement. Interest shall accrue on past due amounts at the rate of one- and one-half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was first due until the date that payment is received by the Company.

B. Fees for Services do not include applicable taxes. Customer shall pay and/or reimburse Company for all taxes (other than taxes based on Company's income). Company will invoice taxes unless Customer has provided adequate evidence of exemption.

C. Once placed, Customer’s order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or the order.

D. Customer agrees and acknowledges that Customer has not relied on the future availability of any Services, programs or updates in entering into the payment obligations in the order; however, the preceding does not relieve Company of its obligation during the Services Period to deliver Services that Customer has ordered per the terms of this Agreement.

E. All fees and other charges referred to in the Agreement will be paid in the currency specified in the order. If no currency is specified, the currency is US Dollars.

F. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

11. TERM AND TERMINATION

A. Services provided under this Agreement shall be provided for the Services Period defined in Customer’s order, unless earlier suspended or terminated in accordance with this Agreement or the order. Unless otherwise stated in Customer’s order, Services ordered will Auto Renew for additional Services Periods unless (i) Customer provide Company with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Customer’s intention not to renew such Services, or (ii) Company provides Customer with written notice no later than ninety (90) days prior to the end of the applicable Services Period of its intention not to renew such Services.

B. Upon the end of the Services, neither Customer shall no longer have the right to access or use the Services, including the associated Belisar Programs; however, at Customer’s request, Company will return Customer Data in accordance with Section 4.A(ii).

C. Company may temporarily suspend Customer’s password, account, and access to or use of the Services if Customer or Customer’s Users violate any provision within the ‘Rights Granted’, ‘Ownership and Restrictions’, ‘Fees and Taxes’, ‘Use of the Services’, or ‘Export’ sections of this Agreement, or if in Company’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. Company will provide advance notice to Customer of any such suspension in Company’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. Company will use reasonable efforts to re-establish the affected Services promptly after Company determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, Company will make Customer Data available to Customer as existing in the Services environment on the date of suspension. Company may terminate the Services under an order if any of the foregoing causes of suspension is not cured within 30 days after Company’s initial notice thereof. Any suspension or termination by Company under this paragraph shall not excuse Customer from Customer’s obligation to make payment(s) under this Agreement.

D. If either Party breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If Company terminates the order as specified in the preceding sentence, Customer must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services ordered under this Agreement plus related taxes. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30-day period for so long as the breaching party continues reasonable efforts to cure the breach. Customer agrees that if Customer are in default under this Agreement, Customer may not use those Services ordered.

E. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, infringement indemnity, payment and others which by their nature are intended to survive.

12. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. COMPANY’S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER’S ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM LESS ANY REFUNDS OR CREDITS RECEIVED BY CUSTOMER FROM COMPANY UNDER SUCH ORDER.

14. INDEMNIFICATION

A. Subject to the terms of this Section 14 (Indemnification), if a third party makes a claim against either Customer or Company (“Recipient” which may refer to Customer or Company depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either Customer or Company (“Provider” which may refer to Customer or Company depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:

notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
gives the Provider sole control of the defense and any settlement negotiations; and
gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim.

B. If the Provider believes or it is determined that any of the Material it provides may have violated a third party’s intellectual property rights, the Provider may choose to either modify that Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Company’s ability to meet its obligations under the relevant order, then Company may, at its option and upon 30 days prior written notice, terminate the order.

C. The Provider will not indemnify the Recipient if the Recipient (a) alters the Provider’s Material or uses it outside the scope of use identified in the Provider’s user or Program Documentation, (b) uses a version of the Provider’s Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of that Material which was made available to the Recipient, or (c) continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, service, data, hardware or material not furnished by the Provider. Company will not indemnify Customer for any portion of an infringement claim that is based upon the combination of any Material with any products or Services not provided by Company (including combination with Third-Party Services). Company will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of this Agreement would not otherwise infringe any third-party intellectual property rights. Company will not indemnify Customer for any intellectual property infringement claim(s) known to Customer at the time Services rights are obtained.

D. The term “Material” defined above does not include Third-Party Services.

E. This Section 14 provides the parties’ exclusive remedy for any infringement claims or damages.

15. COMPLIANCE WITH LAWS; EXPORT

A. Each party will be responsible for its own compliance with applicable law, as well as all legal requirements related to use of the Services.

B. Company’s processing of any personal data will be in accordance with the Belisar Privacy Terms ("Privacy Terms") located at https://www.belisar.com/legal/privacy-policy.

C. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Customer agrees that such export laws govern Customer’s use of the Services (including technical data), and Customer agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

16. FORCE MAJEURE

A. Neither of us shall be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer’s obligation to pay for the Services.

17. GOVERNING LAW AND JURISDICTION

A. This Agreement is governed by the substantive and procedural laws of Massachusetts and Customer and Company agree to submit to the exclusive jurisdiction of, and venue in, the courts in Suffolk or Essex counties in Massachusetts in any dispute arising out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.

18. NOTICE

A. Any notice required under this Agreement shall be provided to the other party in writing. If Customer have a dispute with Company or if Customer wish to provide a notice under the Indemnification Section of this Agreement, or if Customer become subject to insolvency or other similar legal proceedings, Customer will promptly send written notice to: Belisar, Inc., 10-24 School St, Boston, MA 02108, United States Attention: Legal Department or via email to hello@belisar.com.

B. To request the termination of Services in accordance with this Agreement, Customer must submit a service request to Company at the address specified in Customer’s order.

19. ASSIGNMENT

A. Customer may not assign this Agreement or give or transfer the Services (including the Belisar Programs) or an interest in them to another individual or entity. If Customer grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services. Company may assign this Agreement without restriction.

20. U.S GOVERNMENT CUSTOMERS

If Customer are an agency, department or other entity of the United States Government the following terms apply:

A. Conflicts with U.S Federal law. If any document incorporated by reference into this Agreement, including any terms referenced or incorporated herein, contains a provision (a) allowing for the automatic termination of the Services; (b) allowing for the automatic renewal of Services and/or fees; (c) requiring the governing law to be anything other than Federal law; and/or (d) otherwise violates applicable Federal law, then, such terms shall not apply with respect to Customer. If any term of this Agreement or any document incorporated by reference into this Agreement, contains an indemnification provision, such provision shall not apply as to the United States indemnifying Company or any other party.

B. Commercial Products. As defined in FAR section 2.101, the Belisar Program, Services and Program Documentation are “commercial products” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

21. MISCELLANEOUS

A. Company is an independent contractor, and the Parties agree that no partnership, joint venture, or agency relationship exists between them. Each Party will be responsible for paying its own employees, including employment related taxes and insurance. Customer shall defend and indemnify Company against liability arising under any applicable laws, ordinances or regulations related to Customer’s termination or modification of the employment of any of Customer’s employees in connection with any Services under this Agreement.

B. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

C. Except for actions for nonpayment or breach of Company’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.

D. Customer shall obtain at Customer’s sole expense any rights and consents from third parties necessary for Customer Data, as well as other vendor’s products or information from third parties provided by Customer that Customer use with the Services, including such rights and consents as necessary for Company to perform the Services under this Agreement.

E. Customer agrees to provide Company with all information, access and full good faith cooperation reasonably necessary to enable Company to provide the Services and Customer will perform the actions identified in Customer’s order as Customer’s responsibilities.

F. Customer remains solely responsible for Customer’s regulatory compliance in connection with Customer’s use of the Services. Customer is responsible for making Company aware of any technical requirements that result from Customer’s regulatory obligations prior to entering into an order governed by this Agreement. Company will cooperate with Customer’s efforts to determine whether use of the standard Belisar Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by Company or changes to the Services.

G. Company may audit Customer’s use of the Services (e.g., through use of software tools) to assess whether Customer’s use of the Services is in accordance with Customer’s order. Customer agrees to cooperate with Company’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within 30 days of written notification any fees applicable to Customer’s the use of the Services in excess of Customer’s rights. If Customer do not pay, Company can end Customer’s the Services and/or Customer’s order. Customer agrees that Company shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.

H. Company may display Customer’s name and logo on its website and in marketing materials to identify Customer as a client of Company.

22. ENTIRE AGREEMENT

A. Customer agrees that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, is the complete agreement for the Services ordered by Customer and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.

B. It is expressly agreed that the terms of this Agreement and any Company order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-Company document and no terms included in any such purchase order, portal, or other non-Company document shall apply to the Services ordered. In the event of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence; however, unless expressly stated otherwise in an order, the terms of the Agreement shall take precedence over any inconsistent terms in an order. This Agreement and orders hereunder may not be modified, and the rights and restrictions may not be altered or waived except in a writing signed by both Parties. No third-party beneficiary relationships are created by this Agreement.

23. NOTICE REGARDING APPLE

A. This Section 23 only applies to the extent Customer uses a Company-provided mobile application on an iOS device. Customer acknowledges that this Agreement is between Customer and Company only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the contents of the Services. Apple has no obligation to furnish any maintenance and support services with respect to the Services. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by Customer or any third party relating to the Services or Customer’s possession and/or use of the Services, including: (1) product liability claims; (2) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or Customer’s possession and use of the Services infringe a third party’s intellectual property right. Customer agrees to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary of this Agreement. Customer hereby represents and warrants that: (a) Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.