In addition to the capitalized terms defined elsewhere in these Terms, the following capitalized terms shall have the meanings specified below:

(a) “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Instinctive in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) “Agreement” means these Terms, Instinctive’s Privacy Policy, Website Terms of Use, and Data Processing Addendum, and each applicable Supplementary Agreement entered into between Instinctive and a Customer.

(c) “Authorized User” means either an Individual User or, with respect to an Enterprise User, that Enterprise User’s employees, consultants, contractors, and agents (i) who are authorized by the Enterprise User to access and use the Services under the rights granted to the Enterprise User pursuant to the Agreement, and (ii) for whom access to the Services has been purchased.

(d) “Customer” means an Individual User or an Enterprise User.

(e) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(f) “Documentation” means Instinctive’s user manuals, guides and policies relating to the Services provided electronically by Instinctive to Customer, including end-user documentation relating to the Services available at via the Instinctive client portal.

(g) “Instinctive IP” means the Services, the Documentation, and any and all intellectual property provided to or accessible by Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Instinctive IP includes Aggregated Statistics and any information, data, or other content derived from Instinctive’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. Instinctive IP excludes third-party IP provided with or accessible via the Services in connection with Third-Party Products.

(h) “Subscription” means the Services as offered on a free or paid subscription basis to Customers.

(i) “Third-Party Products” means any third-party products or services provided with or incorporated into the Services.

(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of the Agreement, Instinctive hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use only. Instinctive shall provide to Customer the necessary portal, network links and connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number specified in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement. The number of Authorized Users may be adjusted by mutual written agreement of Instinctive and the Customer.

(b) Documentation License. Subject to the terms and conditions contained in the Agreement, Instinctive hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in the Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, syndicate or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy or other right of any person, or that violates any applicable law.

(d) Reservation of Rights. Instinctive reserves all rights not expressly granted to Customer in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Instinctive IP.

(e) Suspension. Notwithstanding anything to the contrary in the Agreement, Instinctive may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Instinctive reasonably determines that (A) there is a threat or attack on any of the Instinctive IP; (B) Customer’s or any Authorized User’s use of the Instinctive IP disrupts or poses a security risk to the Instinctive IP or to any other customer or vendor of Instinctive; (C) Customer, or any Authorized User, is using the Instinctive IP for fraudulent or illegal activities or in a manner which Instinctive believes may violate the intellectual property, privacy or other rights of any person; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Instinctive believes that Instinctive’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Instinctive has suspended or terminated Instinctive’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) as otherwise specified in the Agreement (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Instinctive shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Instinctive shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Instinctive will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. Customer shall not be charged Fees with respect to any period or suspension arising other than due to the act or omission of Customer.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, Instinctive may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Instinctive and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Instinctive. Customer acknowledges that Instinctive may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Instinctive may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

(g) User Accounts. The Customer shall be responsible for creation and maintenance of an account with Instinctive for itself and each Authorized User as applicable. When an account is created, information provided to Instinctive with respect to that account must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of the account, suspension of Services or termination of the Agreement. Customer shall not disclose and shall cause each Authorized User to refrain from disclosure of user credentials and passwords to any third party. Customer must notify Instinctive immediately upon becoming aware of any breach of security or unauthorized use of an Authorized User’s account, password or user credentials. Customer shall not use and shall cause each Authorized User to refrain from use of the user credentials and account password of another person or entity.

Customer is responsible and liable for all uses of the Services and Documentation resulting from access to the Services via Customer’s login / user credentials, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of the Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall take all actions reasonably necessary to cause Authorized Users to comply with such provisions. For avoidance of doubt, Customer’s lack of actual or constructive control with respect to login / user credentials or any user of the Services, whether an Authorized User or otherwise, shall not reduce or eliminate Customer’s obligations under this Section 3.

Instinctive may from time to time make Third-Party Products available to Customer and, from time to time, third-parties may utilize the Services in connection with the delivery of Third Party Products, or may make the Services available via Third-Party Products. The Services may contain links to third-party web sites or services that are not owned or controlled by Instinctive. Such Third-Party Products are subject to their own terms and conditions available from the relevant third party and, as applicable, flow-through provisions as identified in any applicable Supplementary Agreement. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products or the Services to the extent including or delivered via the Third-Party Products. Instinctive has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. Customer acknowledges and agrees that Instinctive shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

(a) Service Levels. Subject to the terms and conditions of the Agreement, Instinctive shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement.

(b) Support. The access rights granted hereunder entitle Customer to the support services described in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement.

(a) Fees. Customer shall pay Instinctive the fees (“Fees”) as set forth in the Documentation, for the Customer’s Subscription or in the applicable Supplementary Agreement, without offset or deduction. For the avoidance of doubt, the pricing stated on the Instinctive Website shall be included in the Documentation for the purpose of the foregoing. Customer shall make all payments hereunder in US dollars on or before the applicable due date. If Customer fails to make any payment when due, without limiting Instinctive’s other rights and remedies: (i) Instinctive may charge interest on the past due amount at the rate specified in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement; (ii) Customer shall reimburse Instinctive for all costs incurred by Instinctive in collecting any late payments or interest, including reasonable attorneys’ fees, court costs, and collection agency fees; and (iii) Instinctive may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

(b) Subscriptions. The Services or some elements of the Services may be available pursuant to a paid or a free Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually) for the Fees associated with the Customer’s chosen Subscription, depending on the type of Subscription plan selected when purchasing the Subscription.

(c) Free Trials. Notwithstanding the free nature of a free trial, the Customer may be required to enter its billing information in order to sign up for the free trial. If billing information is entered when signing up for a free trial, the Customer will not be charged by Instinctive until the free trial has expired. On the last day of a free trial period, unless the Customer canceled its Subscription, Customer will be automatically charged the applicable Subscription Fees for the type of Subscription selected.

(d) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Instinctive’s income.

(e) Billing. Except as otherwise specified in the Documentation for the Customer’s Subscription or the applicable Supplementary Agreement, Customer will be billed in advance on a recurring and periodic basis (such as weekly, monthly or annually), depending on the type of Subscription plan selected by the Customer. Customer shall provide Instinctive with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information and Customer hereby authorized automatic billing for the Customer’s chosen Subscription using the payment method provided. Should automatic billing fail to occur for any reason, Instinctive will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Without limiting Instinctive’s remedies under law or the Agreement, the Parties agree that all amounts due from Customer and not paid when due shall accrue interest at the lesser of (a) one and one-half percent (1 1/2%) per month, or (b) the maximum rate allowed by applicable law. The Customer is responsible for all wire and banking fees charged by the Customer’s originating financial institution as may be necessary to remit payment to Instinctive.

(f) Fee Changes. Except as otherwise specified in the Documentation for the Customer’s Subscription or the applicable Supplementary Agreement, Instinctive may, in its sole discretion and at any time, may modify the Fees. Any Fee change will become effective at the end of the then-current Subscription period. Instinctive will provide Customer with reasonable prior notice of any change in Fees to give You an opportunity to terminate Your Subscription before such change becomes effective. Continued access to and use of the Services after the Fee change comes into effect constitutes the Customer’s agreement to pay the modified Fee amount.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under the Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

(a) Instinctive IP. Customer acknowledges that, as between Customer and Instinctive, Instinctive owns all right, title, and interest, including all intellectual property rights, in and to the Instinctive IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Data. Instinctive acknowledges that, as between Instinctive and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Instinctive a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Instinctive to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer hereby acknowledges and agrees that Instinctive may use the Customer Data as specified in Instinctive’s Privacy Policy.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Instinctive by mail, email, telephone, or otherwise, suggesting or recommending changes to the Instinctive IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Instinctive is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Instinctive on Customer’s behalf, and on behalf of its Authorized Users, employees, contractors and/or agents, all right, title, and interest in, and Instinctive is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Instinctive is not required to use any Feedback.

THE COMPANY IP IS PROVIDED “AS IS” AND “AS-AVAILABLE” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. It is acknowledged that some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights, in which case some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

(a) Instinctive Indemnification.

(b) Customer Indemnification.

(c) Sole Remedy.

IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED the amount of FEES actually paid by CUSTOMER FOR THE SERVICES and NOT RETURNED OR REFUNDED OR $100.00 IF THE CUSTOMER HAS ONLY ACCESSED AND USED THE SERVICE AT A FREE SUBSCRIPTION LEVEL.

(a) Term. The term of the Agreement begins on the date the Customer initially accesses the Services (the “Effective Date”) and shall continue until (i) the end of the term of Subscription selected by the Customer; provided that paid Subscription Customers will continue as free Subscription Customers following the lapse of their paid Subscription Term, (ii) the end of the term specified in any Supplementary Agreement, or (iii) termination pursuant to the Agreement’s express provisions, whichever is earliest. If specified in, and subject to the terms of, the documentation for the Customer’s Subscription or any Supplementary Agreement, the term of the Agreement will automatically renew unless earlier terminated pursuant to the Agreement’s express provisions or a Party gives the other Party written notice of non-renewal as specified in the documentation for the Customer’s Subscription or the applicable Supplementary Agreement.

(b) Termination. In addition to any other express termination right set forth in the Agreement:

(c) Free Trials. Instinctive may, at its sole discretion, offer a free Subscription tier, for a certain level of access for a limited period of time. At any time and without notice, Instinctive reserves the right to (i) modify the terms and conditions of the free Subscription offer, or (ii) cancel such free subscription offer.

(d) Effect of Expiration or Termination. Upon expiration or earlier termination of the Agreement, Customer shall immediately discontinue use of the Instinctive IP and Customer shall delete, destroy, or return all copies of the Instinctive IP and certify in writing to the Instinctive that the Instinctive IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(e) Survival. This Section 12(e) and Sections 1, 6, 7, 8, 9, 10, 11, and 13 survive any termination or expiration of the Agreement. No other provisions of the Agreement survive the expiration or earlier termination of the Agreement.

(a) Entire Agreement. The Agreement, together with these Terms, Instinctive’s Privacy Policy, Website Terms of Use, and Data Processing Addendum, and each applicable Supplementary Agreement any other documents incorporated into the Agreement by reference and all exhibits to any of the foregoing, constitutes the sole and entire agreement of the Parties with respect to the Services and the other subject matter of the Agreement, and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and delivered (i) to Instinctive by email to legal-requests@instinctive.app, and (ii) to the Customer by posting as a message to Customer via the Instinctive customer portal or by email to the Customer’s contact address specified in the applicable Supplementary Agreement. Except as otherwise provided in the Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall Instinctive be liable to Customer, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Instinctive’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, or failure or degradation of the Internet, communications services and equipment or electrical supply.

(d) Amendment and Modification; Waiver. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each Party. 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 the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the 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.

(e) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. The Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to the Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations under the Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Instinctive. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. The Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

(i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.