License Agreement
Last updated: March 14, 2024

Terms and Conditions
This License Agreement (“Agreement”) is by and between Iron Software LLC (“Iron”) and the person or entity
licensing the Iron Software (“Company”). This Agreement consists of each Order and these Terms and Conditions(“Terms”).

1. Overview
a. Iron is the owner and licensor of several software libraries and packages, as described by Iron on Iron’s website
and in Iron’s marketing materials (the “Iron Software”). The Iron Software consists of multiple products (each, a“Product”), which may be licensed individually or as a suite of Products (the “IronSuite”), which are described ingreater detail in an Order.

Products and the IronSuite are referred to herein as Iron Software. Iron offers Company

one or more options to use the Iron Software as documented by Iron subject to the restrictions stated in thisAgreement. Iron may also provide support services (“Support and Updates”) and other services, including
consulting services regarding Company’s use of the Iron Software (collectively with Support and Updates, the“Services”).
b. Iron makes the Iron Software and Services available to Company directly or through a third party (such as an
authorized reseller) using a written online or offline order process (each, an “Order”).
c.

Pursuant to the terms of this Agreement, Iron will provide to Company the Iron Software or Services described ineach Order.

2. Iron Software and Services
a. During the term of this Agreement, Iron grants to Company and Company accepts a non-exclusive, nontransferable, revocable and limited license to use each item of Iron Software listed on an Order by Company for
Company’s own internal use (and not for resale in a materially unaltered form), subject to the terms, obligations,and restrictions set forth in the Order and in this Agreement (“Iron Software License”).
b. Each Iron Software License and each Service is subject to permissions, limitations and responsibilities stated in theapplicable Order (“Metrics”), which may state whether Company is permitted to:I.

use the Iron Software for a limited trial only, for a stated time period, or perpetually;II.

evaluate the Iron Software or use it in a production environment;III.

use the Iron Software at no charge or for a stated fee;IV.

permit access to the Iron Software to an unlimited number of authorized users or to a limited number ofauthorized users;V.

install and use the Iron Software in one computing device (“Machine”) or multiple Machines;VI.

use a single copy or multiple copies of the Iron Software (“Copies”);VII.

use the Iron Software solely for internal development use (“Internal Use”);
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VIII.

combine the Iron Software with Company’s own software (“Company Software”);

IX.

distribute to one or more of Company’s customers (each, a “Customer”);

X.

install the Iron Software in Company’s or Customer’s systems (“Installed”) or made available by Company 
on a website owned or controlled by Company as software as a service (“SaaS”);

XI.

use the Iron Software in one or more city (each, a “Location”);

XII.

receive Support and Updates for a limited period of time or not at all; or

XIII.

receive new versions of the Iron Software made available by Company to the general public (“New Versions”)
while Support and Updates is current and active, or receive New Versions only when Company pays additional
fees.

c.

Currently, Iron offers Iron Software Licenses in the following combination of Metrics (each license type expressly
excludes any rights not specifically granted):

I.

Free Trial License. Grants the use of the Iron Software for private non-production evaluation purposes only (“Trial License”). The Iron Software may not be used in any production, Installed, SaaS, or intranet project.

II.

Royalty-Free Redistribution Coverage. This add-on, which may be purchased under an Order, grants

Company the right to distribute the Iron Software (without any duty to pay royalties) as part of a number ofdistinct packaged commercial products to third parties, in accordance with the number of projects covered in
the base license (“Royalty-Free Redistribution Coverage”). Grants the use of the Iron Software to deploy
within SaaS software services, in accordance with the number of projects covered in the base license.
Royalty-Free Redistribution Coverage applies only to the following Iron Software Licenses: Plus andProfessional Team Licenses; as well as Unlimited Enterprise and Unlimited Monthly Licenses.

III.

Team Licenses. The following licenses (each, a “Team License”) may be licensed on a per-Product-basis or forthe entire IronSuite. Team Licenses are perpetual in nature, subject to Customer’s compliance with theAgreement.

Company may subscribe to Support and Updates, which Iron may modify in it its sole discretion,

on either a 1-year or 5-year basis for Team Licenses.

Then-current pricing for Support and Updates is set

forth in an Order.

1.

Lite License. Grants the use of either (i) a specific Iron Software Product or (ii) the IronSuite by a single
software developer in an organization at a single Location. The Iron Software may be deployed within
one web application, intranet application, or desktop software application. This license type does notallow distribution of the Iron Software to third parties, or SaaS project usage scenarios.

2.

Plus License.

Grants the use of either (i) a specific Iron Software Product or (ii) the IronSuite by aspecified number of software developers up to a maximum of 3 in a single organization in up to 3
Locations. The Iron Software may be deployed in up to a maximum of 3 web, intranet, or desktop
software applications.

3.

Professional License. Grants the use of either (i) a specific Iron Software Product or (ii) the IronSuite by aspecified number of software developers, Locations, and web, intranet, or desktop software applications,which Company may select in an Order.

4.

All Team Licenses are non-transferable and sharing of licenses outside an organization or agency/client

relationship is prohibited. Team Licenses expressly exclude any rights not specifically granted under the
Agreement as do all other license types, and expressly exclude, without limitation, OEM redistribution,and using the Iron Software as SaaS, without additional purchase of Royalty-Free Distribution Coverage,
which applies only to Plus and Professional Team Licenses.

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IV.

IronSuite Unlimited Enterprise License. This license includes Royalty-Free Redistribution Coverage. The
IronSuite Unlimited Enterprise License is perpetual, subject to Company’s compliance with the License
Agreement (“IronSuite Unlimited Enterprise License”). The IronSuite Unlimited Enterprise License permits 
an unlimited number of developers in an organization in an unlimited number of Locations to deploy the
IronSuite within an unlimited number of web applications, intranet applications, or desktop software
applications.

V.

IronSuite Unlimited Monthly License. This license includes Royalty-free Redistribution Coverage. The IronSuite
Unlimited Monthly License permits the use of the IronSuite on a subscription basis by an unlimited number ofdevelopers in an organization in an unlimited number of Locations to deploy the IronSuite within an unlimited
number of web applications, intranet applications, or desktop software applications (“IronSuite Unlimited
Monthly License”). The IronSuite Unlimited Monthly License includes up to specified number of API requests(calls) per month as set forth in an Order.

Any API calls exceeding the specified amount will result in an extra

charge per API call as set forth in the Order, which is due and payable the following month.

IronSuite

Unlimited Monthly Licenses are non-transferable and sharing of licenses outside an organization or agency/
client relationship is prohibited.

Support and Updates are included with the IronSuite Unlimited Monthly

License.

d.

Regardless of the type of Iron Software License, Iron and Company expressly agree that Company will not directlycompete with the functionality of any current Iron Software or Service.

e.

Company may not redistribute, republish, or otherwise make available the Iron Software or Services to any third
party without the prior written consent of Iron as stated in an Order or this Agreement.

f.

Company will monitor its own use of the Iron Software and report any use in excess of the Metrics and volume.
Iron Software may monitor use to verify with Iron servers compliance with Metrics, volume, and the Agreement.
Notwithstanding the foregoing, no Company or end-user data is ever transmitted to Iron servers.

3. Data and Contenta.

Company retains any and all rights in any information, content, and data provided by Company, including all rights
in new versions and derivative works of Company’s information, content, and data. Iron retains any and all rights in
any information, content, and data provided by Iron, including all rights in new versions and derivative works ofIron’s information, content, and data.

b.

Iron may collect, store, use, aggregate, and share information about Company and its customers, including about
how Company and its customers use the Iron Software and any Services. Details about how Iron currently
processes Company data are stated in Iron’s Privacy Statement, which Iron may modify from time to time toreflect Iron’s current practices and in response to evolving laws and regulations around the world.

4. Financiala.

Company payment shall be as outlined in each Order. Unless otherwise stated in the Order, payment in full is 
due to be received by Iron on or prior to delivery of the Iron Software or Services. All fees and payments are nonrefundable. Iron reserves the right to increase fees for IronSuite Unlimited Monthly Licenses, and Support andUpdates, and will provide notice to Company of any increase within 30 days’ of the effectiveness of such increase.

3b.

All of the prices hereunder are exclusive of any taxes. Company shall be responsible for any federal, state, or local
sales, use, Canadian Goods and Services, property, VAT, or similar taxes that are or may be imposed ontransactions. In addition to all of its other rights and remedies, if payment is not made by the due date, then Iron
may suspend or terminate performance of any or all Services, and suspend or terminate the Iron Software Licenseon all Iron Software.

c.

Any amounts not paid by the due date will accrue late payment charges in the amount of one percent (1.0%) 
per month of the overdue amount. In addition, Iron will have the right to recover all costs of collection, including
attorneys’ fees and expenses, accrued or incurred by Iron in any court or other tribunal action to collect unpaid
amounts due. Non-payment of recurring monthly subscription fees for more than thirty (30) days after the due
date shall result in suspension or termination of Iron Software and Services.

5. Intellectual Propertya.

The Iron Software and the results of any Services are owned solely by Iron and are protected by copyright,
trademark, and trade secret law, among other types of law. All right, titles and interests to the Iron Software andServices reside in and shall remain with Iron. Company receives only the limited and non-exclusive use rights
expressly stated in the Order and in this Agreement. Company may not sell, license, assign, pledge, or otherwisetransfer the Iron Software or Services, or any copies thereof, to any third party, or permit or allow any third party
to use the Iron Software or Services, except as expressly permitted by this Agreement. Any unauthorized sale,
sublicense, assignment, pledge, other transfer, or impermissible use of the Iron Software or Services shall be void
and will be a violation of Iron’s rights in the Iron Software and Services.

b.

Company acknowledges that without Iron’s written permission in an Order: (i) Company may not duplicate theIron Software or Services for resale, publication, transfer, conveyance, licensing or sublicensing, or redistribution 
to any third party; (ii) Company will neither duplicate the Iron Software or Services for redistribution to any third
party; (iii) Company will not duplicate or otherwise dispose of the Iron Software of Services in any manner
violative of the United States Copyright Act (Title 17, U.S. Code); (iv) the Iron Software and Services may be used
only by the aggregate number of authorized users at any given time; (v) the Iron Software and Services may beinstalled, accessed and used only on as many processors as there are authorized users; (vi) if the Company uses
networked equipment, Company will never allow more than the maximum number of authorized users to use theIron Software or Services at any given time; and (vii) Company may not modify, disassemble, decode, or
decompile the Iron Software or Services, in whole or in part.

c.

Regardless as to the number of authorized users or uses, Company may make one (1) copy of the Iron Software 
as an archival or backup copy, which shall bear Iron’s copyright notice and other proprietary markings. 
Company shall make no other copies of the Iron Software for any purpose.

d.

Company shall submit to Iron for approval, prior to use, distribution, or disclosure, any advertising, promotion, or
publicity that refers to Iron or that uses the trade names, trademarks, or service marks of Iron (“Iron Marks”). Iron
shall have the right to require at its discretion the correction or deletion of any incorrect or misleading material
regarding Iron or the Iron Marks in any advertising, promotion, or publicity. Iron may use the name and trademarkof Company (“Company Marks”) to list or highlight Company as a licensee of Iron. The use of each Mark, and the
goodwill generated thereby, shall inure to the benefit of the owner of the Mark.

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6. Confidentiality
a. For purposes of this Agreement, “Confidential Information” shall mean non-public information and data received
by either party (“receiving party”) from the other party (“disclosing party”).
b. Notwithstanding the foregoing, information and data shall not be deemed to be Confidential Information if suchinformation or data: (i) was known by the receiving party at the time of such disclosure; (ii) was known to thegeneral public at the time of such disclosure or becomes known to the general public (other than by act of thereceiving party) subsequent to such disclosure; (iii) is disclosed lawfully to the receiving party by a third party
without restriction; (iv) is developed independently by the receiving party without reference to the disclosing
party’s Confidential Information; or (v) is approved in writing by the disclosing party for disclosure by thereceiving party.
c. The receiving party may disclose the disclosing party’s Confidential Information when the receiving party isrequired by law (e.g., by subpoena), provided however the receiving party will give the disclosing party priorwritten notice of such required disclosure (unless notifying the disclosing party is prohibited by law), and will 
work with the disclosing party to limit the required disclosure or have the requirement revoked (e.g., a court
revokes a subpoena for the Confidential Information).
d. The receiving hereunder shall not disclose to any third-party firm, corporation, individual, or other entity, any
Confidential Information which it receives from the disclosing party. For clarity, Iron may disclose the Company’s
Confidential Information to Iron’s employees and independent contractors in connection with providing the Iron
Software and performing the Services hereunder. The receiving party shall use the same degree of care insafeguarding the Confidential Information as the receiving party uses for its own confidential and proprietary
information, but in no event less than a standard of reasonable care.

7. Term and Terminationa. For each item of Iron Software and each Service, the initial term will be stated in the Order, and may renew for
additional periods stated as Renewal Terms on the Order. If no Initial Term is specified on the Order, then the Initial
Term will be one year from the Effective Date. If no Renewal Term is specified on the Order, then each Renewal
Term will be one year beginning with the expiration of the preceding term, but only if Iron receives any renewal
payment at least thirty (30) days prior to the first day of the applicable Renewal Term.
b. This Agreement may be terminated by either party for material breach by the other party provided that theterminating party gives thirty (30) days prior written notice specifying the breach, and the breaching party fails tocure or correct the breach within the thirty-day notice period. In the event of any such termination, Company shallpay Iron for all Iron Software provided and for all Services performed by Iron and for all work-in-progress up to thedate of termination.
c. Company may terminate an IronSuite Unlimited Monthly License upon thirty (30) days written notice prior to thestart of the next month of the subscription term. Upon Iron’s receipt of a termination notice by Company, the
IronSuite Unlimited Monthly License subscription shall terminate either when the maximum API calls permitted
under the Order have been made or the end of the month in which such termination was effective.
d. This Agreement shall be deemed to be automatically terminated upon any material breach of Company’s
obligations under Sections 3 (Iron Software and Services), 4 (Financial), 5 (Intellectual Property), or 6
(Confidentiality).

5e.

Upon termination of this Agreement for any reason, Company shall immediately return to Iron any Iron Software,
related materials, and all copies thereof or, with Iron’s prior written permission, Company shall destroy all suchmaterials and certify in writing as to their destruction.

f.

Sections 4-7 (Financial), (Intellectual Property), Confidentiality), and (Term and Termination) respectively, and 8-11
(Representations and Warranties), (Disclaimers and Limitations of Liability), (Indemnification), and (General
Provisions) respectively, of this Agreement shall survive any expiration or termination of this Agreement.

g.

Company recognizes that Iron has expended considerable amounts of time, effort, and money to develop the Iron
Software and Services, and that Company’s unauthorized copying, use, transfer, or disclosure of the Iron Softwareor Services, or their contents, may cause Iron to sustain substantial, irreparable harm and damage. Similarly, eachparty has expended considerable amounts of time, effort, and money to develop and protect their respective
Confidential Information. In addition to all other legal and equitable remedies available to a party, each party

may seek from an arbitrator (pursuant to the arbitration provisions of this Agreement) temporary and permanent
injunctive relief to remedy any breach of the other party’s obligations under Sections 5 (Intellectual Property),or 6 (Confidentiality) of this Agreement.

8. Representations and Warranties
The parties hereby covenant, represent, and warrant to each other that they are duly authorized and empowered toenter into this Agreement, and that this Agreement constitutes a valid and binding, enforceable Agreement. Company
further represents covenants and warrants that this Agreement is not inconsistent with any Agreement or obligation
binding Company or its property or assets.

9. Disclaimers and Limitations of Liabilitya.

THE IRON SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. IRONSHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES, OF ANY TYPE, KIND OR DESCRIPTION,
INCURRED OR SUSTAINED BY COMPANY OR BY ANY OTHER PERSON OR ENTITY FOR ANY REASON.

b.

THE WARRANTIES STATED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES,EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FOR FITNESS FOR A PARTICULAR PURPOSE.

c.

NEITHER IRON NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE THIRD PARTY LICENSORS MAKE ANY
WARRANTIES, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED FROM THE USE OF ANY IRON
SOFTWARE OR SERVICES OR THAT THE IRON SOFTWARE OR SERVICES WILL BE ERROR-FREE.

d.

IN NO EVENT SHALL IRON NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE THIRD-PARTY LICENSORSHAVE ANY LIABILITY FOR LOST PROFITS OR FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, OR ANY LIABILITY TO ANY PERSON ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR LIABILITY.

e.

IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF IRON, ITS AFFILIATES, AND THEIR RESPECTIVE THIRDPARTY LICENSORS HEREUNDER EXCEED THE GREATER OF (I) THE AMOUNTS RECEIVED BY IRON FROMCOMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE MAKING OF THE CLAIM, AND (II) $100, WHICH
SHALL BE COMPANY’S EXCLUSIVE REMEDY AGAINST IRON, ITS AFFILIATES AND THEIR RESPECTIVE THIRDPARTY LICENSORS UNDER THIS AGREEMENT.

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f.

All disclaimers herein shall not be applicable to liabilities that cannot be waived under the applicable laws or
regulations of the United States (including US State and Federal law) or any other applicable country or
jurisdiction.

10. Indemnificationa.

Should any portion of the Iron Software become, or in Iron’s opinion be likely to become the subject of a claim of
infringement, Iron may, as Company’s sole and exclusive remedy, elect to (1) obtain for Company at Iron’s expense
the right to use such portion, or (2) replace or modify the Iron Software so that it becomes non-infringing, or (3)remove the infringing portion and grant to Company a credit prorated to reflect the portion of the overall fees
paid by Company attributable to such portion of the Iron Software. The foregoing states the entire liability of Iron
with respect to allegation or claim of infringement of any intellectual property rights.

b.

Company will defend, indemnify, and hold Iron harmless at Company’s expense for any claim that alleges that theCompany Software, Company’s data, or Company’s materials infringes upon a copyright, patent or other right,
and Company will pay all damages and costs awarded by a court in connection with such claim. In the event
Company redistributes, republishes, or otherwise permits use of the Iron Software or Services, as provided by Ironor as modified by Company, in violation of this Agreement, Company shall indemnify, defend, and hold Iron
harmless from any loss, damage or claim arising therefrom. Each indemnification claim requires that Iron: (i) gives
prompt written notice of the claim to the Company; (ii) gives Company sole control of the defense or settlementof the claim; and (iii) provides to Company all necessary information, assistance, and authority to defend.
Company shall promptly defend or settle the claim at Company’s sole cost and with Company’s counsel, but
Company shall not have the right to admit liability on behalf of Iron, or assess any blame, responsibility, costs, orfees to Iron.

11. General Provisionsa.

Entire Agreement. The parties acknowledge and agree that this Agreement (including each Order) embodies thecomplete and exclusive understanding and Agreement of the parties with respect to the Iron Software andServices, and supersedes any prior or contemporaneous proposal, agreement, or license whether oral or written,
and any other communication between the parties.

b.

Changes to this Agreement. This Agreement shall not be modified or amended except by a written instrument,
signed by both parties. The version of this Agreement posted to Iron’s website is the current set of Terms that
Iron may modify from time to time. For each Order placed by Company, the current version of this Agreement
will apply to that Order, unless the parties have otherwise signed a hard copy or digital version of these Terms
independent of the web-based Terms, in which case the signed version of the Terms will control.

c.

Export Control. Company will comply with all export control laws and regulations of the United States and allother countries and jurisdictions. Company will not remove or export from the United States or allow the export
or re-export of any part of the Iron Software or any direct product thereof: (a) into (or to a national or residentof) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Table ofDenial Orders or U.S. Treasury Department's list of Specially Designated Nationals (or any list that replaces suchlist); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the UnitedStates government or any agency thereof requires an export license or other governmental approval at the timeof export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export
or import restrictions, laws or regulations of any United States or foreign agency or authority that has
jurisdiction.

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Company agrees to the foregoing and warrants that it is not located in, under the control of, or a national orresident of any such prohibited country or on any such prohibited party list. The Iron Software is further restrictedfrom being used for terrorist activity, or for the design or development of nuclear, chemical, or biological weapons
or missile technology without the prior permission of the U.S. government.
d.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of
Wyoming and the federal laws of the United States, without reference to conflicts of laws provisions and policies.
Any dispute between the parties shall be determined by one arbitrator in binding arbitration administered by theAmerican Arbitration Association (adr.org) if all parties are based in the United States; otherwise, the arbitration
shall be administered by the International Centre for Dispute Resolution (icdr.org). The arbitrator shall decide allquestions of arbitrability, and shall be empowered to issue preliminary, temporary, and injunctive relief by issuing
an initial award. All hearings will be conducted by audio conference or video conference. The language of thearbitration shall be English. The arbitrator’s awards will be binding on the parties and may be entered andenforced in any courts or tribunals of competent jurisdiction.

e.

Severability. If any provision of this Agreement shall be determined to be void or unenforceable by a court ofcompetent jurisdiction, the remaining provisions shall remain in full force and effect.

f.

Waiver. Any waiver of a breach or of performance of a term or condition of this Agreement shall be in writing,signed by both parties hereto. The failure of either party to insist on strict adherence to any term of thisAgreement on any occasion shall not be deemed a waiver of its right thereafter to insist on such adherence.

g.

Headings. Headings are for convenience only and are not part of this Agreement. They shall not be used tomodify or construe the terms of the sections they introduce.

h.

Notice. All notices required to be given by this Agreement shall be sent by certified mail, return receipt
requested, or by courier, to the party to be notified at the address set forth in the Order, or to such other or new
address as to which notice has been given. All notices made under this Agreement shall be effective twenty
calendar days after mailing.

i.

Successors and Assigns. This Agreement is not assignable by either party without the other party’s written
permission and is binding upon the permitted successors of each party to this Agreement. However, either party
may assign no less than all of its rights under this Agreement to an affiliate or successor as a result of a merger,
acquisition, or reorganization, and the assignment will be effective on receipt of written notice by the nonassigning party.

j.

Independent Contractor. The relationship of the parties is that of independent contractors. This Agreement does
not create any actual or apparent agency, partnership, or relationship of employer and employee between theparties hereto.

k.

Force Majeure. Except for a party’s payment obligations, neither party shall have any liability for any defaults ordelays resulting from circumstances reasonably beyond its reasonable control.

l.

Company Documents. The provisions and terms of any document issued by Company in conjunction with thisAgreement shall be of no effect and shall not in any way extend, affect, or amend the terms and conditions set
forth in this Agreement (including any Order) unless expressly accepted in writing by Iron.

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Company agrees to the foregoing and warrants that it is not located in, under the control of, or a national orresident of any such prohibited country or on any such prohibited party list. The Iron Software is further restrictedfrom being used for terrorist activity, or for the design or development of nuclear, chemical, or biological weapons
or missile technology without the prior permission of the U.S. government.
d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of
Wyoming and the federal laws of the United States, without reference to conflicts of laws provisions and policies.
Any dispute between the parties shall be determined by one arbitrator in binding arbitration administered by theAmerican Arbitration Association (adr.org) if all parties are based in the United States; otherwise, the arbitration
shall be administered by the International Centre for Dispute Resolution (icdr.org). The arbitrator shall decide allquestions of arbitrability, and shall be empowered to issue preliminary, temporary, and injunctive relief by issuing
an initial award. All hearings will be conducted by audio conference or video conference. The language of thearbitration shall be English. The arbitrator’s awards will be binding on the parties and may be entered andenforced in any courts or tribunals of competent jurisdiction.
e. Severability. If any provision of this Agreement shall be determined to be void or unenforceable by a court ofcompetent jurisdiction, the remaining provisions shall remain in full force and effect.
f.

Waiver. Any waiver of a breach or of performance of a term or condition of this Agreement shall be in writing,signed by both parties hereto. The failure of either party to insist on strict adherence to any term of thisAgreement on any occasion shall not be deemed a waiver of its right thereafter to insist on such adherence.

g. Headings. Headings are for convenience only and are not part of this Agreement. They shall not be used tomodify or construe the terms of the sections they introduce.
h. Notice. All notices required to be given by this Agreement shall be sent by certified mail, return receipt
requested, or by courier, to the party to be notified at the address set forth in the Order, or to such other or new
address as to which notice has been given. All notices made under this Agreement shall be effective twenty
calendar days after mailing.
i.

Successors and Assigns. This Agreement is not assignable by either party without the other party’s written
permission and is binding upon the permitted successors of each party to this Agreement. However, either party
may assign no less than all of its rights under this Agreement to an affiliate or successor as a result of a merger,
acquisition, or reorganization, and the assignment will be effective on receipt of written notice by the nonassigning party.

j.

Independent Contractor. The relationship of the parties is that of independent contractors. This Agreement does
not create any actual or apparent agency, partnership, or relationship of employer and employee between theparties hereto.

k.

Force Majeure. Except for a party’s payment obligations, neither party shall have any liability for any defaults orl.

delays resulting from circumstances reasonably beyond its reasonable control.

Company Documents. The provisions and terms of any document issued by Company in conjunction with thisAgreement shall be of no effect and shall not in any way extend, affect, or amend the terms and conditions set
forth in this Agreement (including any Order) unless expressly accepted in writing by Iron.

Iron Software LLC

205 N. Michigan Ave.

Chicago, IL 60611 USA

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Last updated: March 14, 2024

https://ironsoftware.com

support@ironsoftware.com+1 (312) 500-3060

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