Software Terms

1.1 License.

During the Subscription Period and subject to the terms of this Agreement, Equalize Digital grants Customer a limited, non-exclusive, non-transferable, non-sublicensable except as expressly permitted under this Agreement, license to install and use the Software on systems owned or controlled by Customer or Customer’s clients for the Permitted Uses. If a Customer Affiliate enters a separate Order Form with Equalize Digital, that Affiliate creates a separate agreement between Equalize Digital and that Affiliate, where Equalize Digital’s responsibility to the Affiliate is individual and separate from Customer, and Customer is not responsible for its Affiliates’ agreement.

1.2 User Accounts.

If Customer’s Users create an account in connection with use of the Software, including to seek support or participate in community activities through Equalize Digital’s website, Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Equalize Digital if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.3 Feedback and Usage Data.

Customer may, but is not required to, give Equalize Digital Feedback, in which case Customer gives Feedback “AS IS”. Equalize Digital may use all Feedback freely without any restrictions or obligations. In addition, Equalize Digital may collect and analyze Usage Data, and Equalize Digital may freely use Usage Data to maintain, improve, enhance, and promote Equalize Digital’s products and services without restriction or obligation. However, Equalize Digital may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.4 Product Improvement and Machine Learning.

Equalize Digital may use aggregated and de-identified Usage Data to improve and enhance its products and services, including through the use of automated systems and machine learning technologies. Equalize Digital does not use Usage Data in a form that is intended to identify any individual or customer for these purposes. Nothing in this section limits Equalize Digital’s obligations regarding Personal Data under applicable data protection laws. Features that incorporate automated or machine learning technologies may produce inaccurate results and should be used with appropriate human review.

1.5 Open Source Software.

Equalize Digital’s Software is built for WordPress and may include or rely on software licensed under open source licenses, including the GNU General Public License. To the extent any open source license applies to the Software or any component of the Software, the terms of that open source license will control with respect to that software or component. Nothing in this Agreement is intended to restrict Customer’s rights under any applicable Open Source Software license.

1.6 Updates.

During the Subscription Period, Equalize Digital will provide to Customer, at no additional charge, Updates, including, if applicable, updated Documentation that Equalize Digital makes generally available to its customers who have purchased the same Product and Services as Customer. Customer will install all Updates as soon as practicable after receipt.

1.7 Support Services.

Support and ongoing software updates are available only to Customers with an active, paid subscription. 

Paid support is limited to email support, instructions, and supporting documentation regarding setup, configuration, and technical troubleshooting related to Equalize Digital’s software. Customers must request support through their My Equalize Digital account by completing the applicable support request form.

Forum support on WordPress.org is available to users of Equalize Digital’s free software that is distributed through WordPress.org. 

Equalize Digital will make reasonable efforts to meet Customer expectations, but does not guarantee that any particular support request can or will be answered to the extent, or within a timeframe, that Customer finds satisfactory. 

Equalize Digital may modify, discontinue, or stop supporting any Software, feature, add-on, or integration if continued development or support is no longer commercially reasonable or technically feasible. Equalize Digital will determine, in its reasonable discretion, whether continued development or support is commercially reasonable or technically feasible. 

Equalize Digital is not responsible for support, updates, compatibility fixes, or continued functionality for discontinued Software, unsupported versions, or issues caused by WordPress, third-party software, hosting environments, browsers, operating systems, or other systems outside Equalize Digital’s control.

1.8 Data Processing.

If Customer opts into features that involve Equalize Digital processing Personal Data on Customer’s behalf, such processing is governed by Equalize Digital’s Data Processing Agreement.

1.9 Reservation of Rights.

Equalize Digital retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date.

2.1 Restrictions on Customer.

Except as expressly permitted by this Agreement or by an applicable Open Source Software license (covered further in Section 1.4 of this Agreement), Customer will not, and will not allow anyone else to:

• sell, share, distribute, sublicense, or otherwise make available Customer’s support access, or other paid service entitlement except as expressly permitted by this Agreement;
• attempt to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any license key, account, access-control, payment, or other protection mechanism used to manage access to paid subscriptions, updates, downloads, support, or services;
• use the Product to gain unauthorized access to Equalize Digital’s systems, accounts, networks, or non-public materials, or to interfere with the security, integrity, or performance of the Product, Equalize Digital’s systems, or any third-party systems;
• use the Product to develop, market, or provide a competing paid service that uses Equalize Digital’s license keys, paid downloads, support access, hosted services, non-public materials, or confidential information;
• remove, obscure, or alter Equalize Digital’s copyright, trademark, attribution, or proprietary notices except to the extent permitted by an applicable Open Source Software license;
• use Equalize Digital’s names, logos, trademarks, or branding in a way that suggests endorsement, sponsorship, or affiliation without Equalize Digital’s prior written approval;
• publish or make available benchmark, performance, security, or functional evaluation results in a way that is misleading, unlawful, or discloses Equalize Digital’s Confidential Information;
• use the Product with any High Risk Activity or with any activity prohibited by Applicable Laws; or
• use the Product in any Embargoed Country or allow use of the Product by a sanctioned person or entity.

Customer’s use of the Product must comply with all Documentation and License Limits, except to the extent those Documentation requirements or License Limits conflict with rights granted under an applicable Open Source Software license.

2.2 License Limits.

To the extent required by the GNU General Public License, the Software’s underlying source code is licensed under the GPL. Notwithstanding the foregoing, dependencies related to the License Key and Customer’s ability to access Services, including software updates, premium features and downloads, and technical support, are proprietary to Equalize Digital and granted exclusively to Customer under this Agreement. 

Customer may allow its employees, contractors, and clients to use the Software and Services covered by Customer’s subscription solely for Customer’s and those clients’ internal business purposes and only within the applicable License Limits, provided Customer remains responsible for all such use and compliance with this Agreement. 

Customer may not sell, distribute, or otherwise make the License Key available on a standalone basis to any third party. Equalize Digital reserves the right to immediately terminate or disable access to Services if a License Key is shared or used in a manner that Equalize Digital reasonably deems fraudulent or in violation of this Agreement.

2.3 Suspension.

If Customer:

(a) has any outstanding past-due balance on its account;

(b) breaches Section 2.1 (Restrictions on Customer);

or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Equalize Digital may temporarily suspend Customer’s access to the Product or Services with or without notice. However, Equalize Digital will, when practical, try to inform Customer before suspending Customer’s account. Equalize Digital will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.

3.1 Fees.

Unless this Agreement or an applicable Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable. All Fees are subject to change with reasonable notice.

Current pricing for Accessibility Checker is available at Accessibility Checker pricing. If Customer needs more than 25 site licenses for Accessibility Checker, the parties may negotiate custom pricing for an enterprise plan.

Current pricing for ArchiveWP is available at ArchiveWP pricing.

3.2 Invoicing.

For a Payment Process with invoicing, Equalize Digital will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

3.3 Automatic Payment.

For a Payment Process with automatic payment, Equalize Digital will automatically charge the credit card, debit card, direct debit, ACH, or other payment method on file for Fees according to the Payment Process, and Customer authorizes all such charges. The billing date and amount billed will align with Customer’s most recently chosen pricing option at the time of purchase, renewal, or upgrade. In this case, Equalize Digital will make a copy of Customer’s bills or transaction history available to Customer.

3.4 Taxes.

Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Equalize Digital itemizes and includes in an invoice. However, Customer is not responsible for Equalize Digital’s income taxes.

3.5 Payment.

Customer will pay Equalize Digital Fees and taxes in U.S. Dollars, unless this Agreement or an applicable Order Form specifies a different currency, according to the Payment Process.

3.6 Payment Dispute.

If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Equalize Digital about the dispute before payment is due, or within 30 days of an automatic payment if applicable, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

4.1 Subscription Term and Agreement.

This Agreement will start on the Effective Date. For each purchase, subscription, or renewal under this Agreement, the applicable Subscription Period will continue for the period associated with the pricing option selected by Customer. 

Paid Software grants access for 12 months, or on a month-to-month basis, depending on the applicable software licensing plan. 

Free WordPress plugins grant access to the applicable Software for an unlimited length of time.

4.2 Renewal.

Each paid Subscription Period will automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date. Customer must provide any Non-Renewal Notice at least 1 business day before the end of the current Subscription Period. Customer may also modify or cancel an eligible subscription by logging into Customer’s My Equalize Digital account at my.equalizedigital.com.

4.3 Duration of Terms.

These terms will continue for the longer of one year or until all subscriptions and Order Forms governed by this Agreement have ended.

4.4 Termination.

Either party may terminate this Agreement or an applicable Order Form immediately:

(a) if the other party fails to cure a material breach of this Agreement or an applicable Order Form following 30 days notice;

(b) upon notice if the other party (i) materially breaches this Agreement or an applicable Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days; or

(c) by Equalize Digital upon notice if Customer’s subscription lapses, Customer fails to maintain a current payment method or active paid subscription required for access to the applicable Services, or Customer’s access is suspended for non-payment and Customer does not promptly cure the issue.

4.5 Force Majeure.

Neither party will be liable for a delay or failure to perform its obligations of this Agreement if and to the extent caused by a Force Majeure Event. 

Either party may terminate an affected subscription or Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination under this Section 4.5 (Force Majeure).

4.6 Effect of Termination.

Termination of this Agreement will automatically terminate all Order Forms governed by this Agreement. Upon any expiration or termination:

(a) Customer will no longer have any right to use the Product and will follow the Deletion Procedure to remove the Software.

(b) Subject to Section 4.7(b) (Survival), each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.

(c) Equalize Digital will submit a final bill or invoice for all outstanding Fees accrued before termination, and Customer will pay the invoice according to Section 3 (Payment & Taxes).

4.7 Survival.

The following sections will survive expiration or termination of the Agreement: 

• Section 11 (Definitions), and the portions of this Agreement referenced by these sections.
• Section 1.3 (Feedback and Usage Data), 
• Section 1.4 (Product Improvement and Machine Learning), 
• Section 1.8 (Reservation of Rights), 
• Section 2.1 (Restrictions on Customer), 
• Section 3 (Payment & Taxes) for amounts accrued or payable before expiration or termination, 
• Section 4.6 (Effect of Termination), 
• Section 4.7 (Survival), 
• Section 5 (Representations & Warranties), 
• Section 6 (Disclaimer of Warranties), 
• Section 7 (Limitation of Liability), 
• Section 8 (Indemnification), 
• Section 9 (Confidentiality), 
• Section 10 (General Terms), 
• Section 11 (Definitions), and the portions of this Agreement referenced by these sections.

Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 9 (Confidentiality) will continue to apply to retained Confidential Information and Recipient may not access Discloser’s Confidential Information except as required by Applicable Laws.

5.1 Mutual.

Each party represents and warrants to the other that:

(a) it has the legal power and authority to enter into this Agreement;

(b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin;

(c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement;

and (d) it will comply with the Additional Warranties.

5.2 Equalize Digital Warranty.

Equalize Digital warrants that, for the Warranty Period, the Software will substantially conform in all material respects to the specifications set forth in the Documentation when installed, operated, and used according to the Agreement.

5.3 Warranty Exclusions.

The warranty in Section 5.2 (Equalize Digital Warranty) does not apply to, nor will Equalize Digital be responsible or liable for, any issues arising from: 

(a) Software that has been modified or damaged by Customer or its Users or agents; 

(b) use of the Software in a manner other than as permitted by the Agreement, such as using the Software in combination with any software, hardware, firmware, system, or network other than as intended; 

(c) Customer’s failure to properly install Updates within a reasonable amount of time;

or (d) material breach of this Agreement.

5.4 Equalize Digital Warranty Remedy.

If Equalize Digital breaches the warranty in Section 5.2 (Equalize Digital Warranty), Customer’s exclusive remedy is a refund of Fees. Equalize Digital is not liable for any differences in exchange rates between the time Customer purchases and the time Customer receives a refund. Customer is eligible for a refund only if: 

(a) Customer is still within the Warranty Period at the time the refund request is submitted; 

(b) Customer submits to Equalize Digital’s support team a detailed explanation of the issue for internal review; and 

(c) Customer provides reasonable proof that Customer has deactivated and uninstalled the Software. 

This Section 5.4 (Equalize Digital Warranty Remedy) describes Customer’s exclusive remedy and Equalize Digital’s entire liability for a breach or alleged breach of Section 5.2 (Equalize Digital Warranty)

6.1 Warranty Disclaimer.

Equalize Digital makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. 

The warranties in Section 5 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Equalize Digital. 

Except for the warranties in Section 5 (Representations & Warranties), Equalize Digital and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

7.1 Liability Caps.

(a) Except as provided in Section 7.4 (Exceptions), each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount.

(b) If there are Increased Claims, each party’s total cumulative liability for all Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount.

7.2 Damages Waiver.

Except as provided in Section 7.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues, whether direct or indirect, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance. Examples of these types of damages include lost or otherwise corrupted data, cost of replacement of or restoration of data, delays or failure to transmit or receive data, business interruption, failure to realize expected savings, cost of substitute products or services, loss of goodwill, or reputational damage.

7.3 Applicability.

The limitations and waivers contained in Sections 7.1 (Liability Caps) and 7.2 (Damages Waiver) apply to all liability, whether in tort, including negligence, contract, breach of statutory duty, or otherwise.

7.4 Exceptions.

The liability cap in Section 7.1(a) does not apply to any Increased Claims. Section 7.1 (Liability Caps) does not apply to any Unlimited Claims. Section 7.2 (Damages Waiver) does not apply to any Increased Claims, any breach of Section 9 (Confidentiality), or Customer’s breach of Section 1.1 (License) or Section 2.1 (Restrictions on Customer). Nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.

8.1 Protection by Equalize Digital.

Equalize Digital will indemnify, defend, and hold harmless Customer from and against all Equalize Digital Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Equalize Digital Covered Claims.

8.2 Protection by Customer.

Customer will indemnify, defend, and hold harmless Equalize Digital from and against all Customer Covered Claims made by someone other than Equalize Digital or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims.

8.3 Procedure.

The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: 

(a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; 

(b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and 

(c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. 

A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

8.4 Changes to Product.

If required by settlement or court order, or if Equalize Digital determines that it is reasonably necessary in response to an Equalize Digital Covered Claim, Equalize Digital may: 

(a) obtain the right for Customer to continue using the Product; 

(b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or 

(c) if neither (a) nor (b) is commercially reasonable, terminate Customer’s access to the affected Product or affected portion of the Product.

Except to the extent required by applicable law, termination under this Section does not entitle Customer to any refund, credit, or other compensation.

8.5 Exclusions.

Equalize Digital’s obligations as an Indemnifying Party will not apply to Equalize Digital Covered Claims that result from (i) modifications to the Product that were not authorized by Equalize Digital or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Equalize Digital; or (iv) use of an old version of the Product where an Update would avoid the Equalize Digital Covered Claim.

8.5 Exclusive Remedy.

This Section 8 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.

9.1 Non-Use and Non-Disclosure.

Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not, (a) use Discloser’s Confidential Information, nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

9.2 Exclusions.

Confidential Information does not include information that:

(a) Recipient knew without any obligation of confidentiality before disclosure by Discloser;

(b) is or becomes publicly known and generally available through no fault of Recipient;

(c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure;

or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.

9.3 Required Disclosures.

Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.

9.4 Permitted Disclosures.

Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 9 (Confidentiality) and Recipient remains responsible and liable for everyone’s compliance with the terms of this Section 9 (Confidentiality). In addition, Equalize Digital may use and disclose Customer’s Confidential Information as necessary to provide the Product and Services.

10.1 Entire Agreement.

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements, whether in writing or not, about its subject. Equalize Digital expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Equalize Digital representative, regardless of what such terms may say.

10.2 Modifications, Severability, and Waiver.

Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

10.3 Governing Law and Chosen Courts.

The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will arbitrate any dispute about this Agreement in the state or county that encompasses the Chosen Courts, in English, and agree to finally settle all such disputes according to the rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”). To the extent the JAMS streamlined rules are available, they will apply. The arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated, as determined by an arbitrator, the parties will bring the suit, action, or proceeding that cannot be arbitrated in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

10.4 Injunctive Relief.

Despite Section 10.3 (Governing Law and Chosen Courts), a breach of Section 9 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 9 (Confidentiality) or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

10.5 Non-Exhaustive Remedies.

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

10.6 Assignment.

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

10.7 Beta Products.

If Equalize Digital gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 5.2 (Equalize Digital Warranty) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Equalize Digital’s discretion with or without notice.

10.8 Logo Rights.

Equalize Digital may identify Customer and use Customer’s name and logo in marketing to identify Customer as a user of Equalize Digital’s products and services. However, Equalize Digital may not otherwise make any public announcements referencing Customer without Customer’s prior approval.

10.9 Notices.

Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

10.10 Independent Contractors.

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

10.11 No Third-Party Beneficiary.

There are no third-party beneficiaries of this Agreement.

10.12 Export Controls.

Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not:

(a) a resident or national of an Embargoed Country;

(b) an entity organized under the laws of an Embargoed Country;

(c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List;

or (d) 50% or more owned by any party designated on any of the above lists.

Equalize Digital may terminate this Agreement immediately without notice or liability to comply, as determined in Equalize Digital’s sole discretion, with applicable export controls and sanctions laws and regulations.

10.13 Government Rights.

The Software is deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

10.14 Anti-Bribery.

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Equalize Digital or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

10.15 Titles and Interpretation.

Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

10.16 Signature.

This Agreement may be signed in counterparts, including by electronic copies or electronic acceptance mechanism. By clicking a button, checking a box, completing checkout, creating an account, renewing a subscription, or otherwise indicating acceptance through an electronic process that references this Agreement, Customer agrees to be bound by this Agreement. Each copy or accepted version will be deemed an original and all copies, when taken together, will be the same agreement.