iSpring Content Library End User License Agreement
ATTENTION: THIS IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY
BEFORE USING THIS WEBSITE AND CONTENT LIBRARY. THIS IS AN AGREEMENT GOVERNINGYOUR USE OF ISPRING CONTENT LIBRARY, FURTHER DEFINED HEREIN AS “CONTENT LIBRARY”,
AND THE LICENSOR OF THE CONTENT LIBRARY IS WILLING TO PROVIDE YOU WITH ACCESS TO
THE CONTENT LIBRARY ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND
CONDITIONS CONTAINED IN THIS AGREEMENT. BELOW, YOU ARE ASKED TO ACCEPT THISAGREEMENT AND CONTINUE TO USE THE CONTENT LIBRARY OR, IF YOU DO NOT WISH TO
ACCEPT THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU WILL NOT BE
ABLE TO INSTALL OR USE THE CONTENT LIBRARY. BY INSTALLING THIS CONTENT LIBRARY, YOU
ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Content Library End User License Agreement (the “Agreement”) is a legal agreement made and entered by
You (either an individual or an entity) (the “Licensee” or “You”), as of the day You downloaded the Content Library(the “Effective Date”), and iSpring (the “Licensor”, “we”, “us” or “our”, and collectively with Licensee,
the “Parties” and each, a “Party”) regarding the current version of Licensor’s Content Library and theDocumentation, that You about to download, downloaded, or otherwise obtained through other resources or media,
or through a network in object code form or other related services.
You are subject to the terms and conditions of this Agreement whether You access or obtain the Content Library
directly from the Licensor, or through any other source.
By Using the Content Library, You agree to be bound by the terms and conditions of this Agreement. If You do notagree to the terms and conditions of this Agreement, the Licensor is unwilling to license the Content Library to You.
In such an event, You may not Use the Content Library in any way.
1.

Definitions.

“Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by, or is under common
control with the subject entity; “control” (including, with its correlative meanings, “controlled by” and “undercommon control with”) means possession, directly or indirectly, of the power to direct or cause the direction ofmanagement or policies (whether through ownership of securities or partnership or other ownership interests, bycontract or otherwise).
“Client Devices” means computers, workstations, personal digital assistants, hand-held devices, or other electronic
devices for which the Content Library was designed.
“Content Library” means a digital library owned and operated by Licensor, with a focused collection of digital
objects, including but not limited to the following components: images, templates, icons and backgrounds (the“Content Library Components”) provided as a part of iSpring Software.
“Documentation” means the user documentation and associated materials or files related to the Content Libraryand provided in written, “online” or electronic form.
“End User” means an individual who is authorized by You to access and use the Content Library, download and use
the Content Library, for whom You have purchased the Content Library Subscription License, and for whom You (orLicensor at Your request) have supplied a user identification and password. End Users may include, for example
Your employees, consultants, contractors and agents and third parties with which You transact business.

“Software” means the Licensor’s current version of Licensor’s software provided to You by Licensor on the terms
and conditions of the iSpring End User License Agreement.
“Use” or “Usage” means accessing, storing, loading, installing, executing, displaying, or copying the Content
Library into the memory of a Client Device or otherwise benefiting from using the functionality of the Content
Library in accordance with the Documentation.
“Your Content” means content, products, materials, services or information created by You or End Users by using
the Content Library.

2.

Grant of License.

2.1. License. The Licensor hereby grants to You a non-exclusive limited, worldwide, non-transferable license,
without rights to sublicense, to Use the Content Library on a specified number of Client Devices for a specified
number of End Users during an applicable subscription period (the “Subscription Term”) as reflected in theinvoicing terms indicated in the applicable invoicing or packaging for the Content Library pursuant to the terms andconditions of this Agreement (“Subscription License”) to use the Content Library (in whole or in part) that You
download in the following permitted uses:▪

create Your Content for advertising, training, and promotional projects, including printed materials, Content
Library packaging, presentations, film and video presentations, commercials, catalogs, brochures,promotional greeting cards and promotional postcards.

2.2. Prohibited Uses. Prohibited uses include, but are not limited to, the following:▪

design template applications intended for resale, whether online or not, including, without limitation,
website templates, eLearning templates, flash templates, business card templates, electronic greeting card
templates, and brochure design templates. You may not offer these templates for a price or for free on a
website, blog, or social network;▪

sublicense, sell, assign, convey or transfer or attempt to transfer any of Your rights under this Agreement;▪

sell, license or distribute the Content Library in whole or in part as stand-alone or as part of an online
database or any other database, or any derivative Content Library containing the Content Library in suchway that would allow a third party to use, download, extract or access the Content Library as a stand-alone
file;

▪

share the Content Library in whole or in part with any other person or entity or post the Content Library inwhole or in part online in a downloadable format, post the Content Library in whole or in part on anelectronic bulletin board;▪

download or store the Content Library on more than one Client Device at the same time, except that You
may make a single backup copy to be stored on media separate from the single permitted Client Device;▪

use, reproduce, distribute, perform, modify, or display the Content Library (including, without limitation,by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous
or otherwise defamatory, obscene or indecent;▪

remove any copyright or proprietary notice or other information that may appear on, embedded in, or inconnection with the Content Library in its original downloaded form, it being understood that you must
include any and all such notices in any permitted backup copy of the Content Library;▪

incorporate the Content Library into a logo, trademark, or service mark;▪

take any action in connection with the Content Library that violates any applicable law;▪

take any action in connection with the Content Library that violates or infringes the intellectual property orother rights of any person or entity, including, without limitation, the moral rights of the creator of theContent Library and the rights of any person who, or any person whose property, appears in the Content
Library;▪

take any action in connection with the Content Library that would reasonably imply that the creator of theContent Library, or the persons or property appearing in the Content Library (if any), endorse any political,
economic or other opinion-based movements or parties;▪

use the Content Library in a way that places any person in the photo in a bad light or depicts them in a waythat they may find offensive - this includes, but is not limited to uses that are pornographic, defamatory, orotherwise contain unlawful, offensive or immoral content.

3. Use of the Content Library by You
3.1. Subscriptions. Unless otherwise provided in the applicable invoicing terms, the Content Library is purchased
as a subscription.
3.2. Usage Restrictions.

You may only Use the downloaded Content Library Components while operating under a current Subscription
License. Once your Subscription License has expired and/or is canceled, You must immediately delete any
downloaded Content Library Components that are not currently embedded in Your Content. You do NOT need toremove Content Library Components from Your materials that are currently part of Your Content. You may continue
to edit and maintain Content Library Components that are currently in existing content.
Any new features, enhancements, tools or resources that augment the current Content Library, shall be subject to theterms and conditions of this Agreement. Continued Use of the Content Library after any such change shall constituteYour consent to such changes. Violation of any of the terms and conditions of this Agreement will result in thetermination of Your Subscription License.
You should only download Content Library Components as you need them and are using them in Your Content. You
are not allowed to “stockpile” Content Library Components over 100 (one hundred) Components per day. If, upon
our review and sole discretion, Your account is determined to be “stockpiling” then We will cancel it.
The quantity of End Users may not be accessed by more than the number of permitted End Users reflected in theinvoicing terms. If You purchased a 1-User Subscription License, then only one End User is allowed to access anddownload Content Library Components. Also, only 1 Content Library Component is allowed to Use the Content
Library Components to create content. If You want other End Users to have access then they should obtain licenses
as well.
A User’s login and password may not be shared with any other individual.
4. Account Terms. Your Responsibilities.
4.1. Your use of the Content Library is at Your sole risk. The Content Library is provided on an “as is” and “asavailable” basis.
4.2. In consideration of Your Use of the Content Library, You agree to and shall cause each End User of the Content
Library to:▪

maintain the security of Your and End Users accounts and passwords. Licensor cannot and will not beliable for any loss or damage from Your or End Users failure to provide Licensor with accurate informationor to comply with security obligations;▪

notify Licensor of any unauthorized use of Your and End Users accounts and passwords, or any otherbreach of security;▪

be responsible for Your and End Users’ conduct. You are also responsible for all content posted and activity
that occurs under Your End Users’ account, even when content is posted by others who have accounts
under Your account;▪

not to use the Content Library for any illegal or unauthorized purpose. You must not, in the use of theContent Library, violate any laws in your jurisdiction (including but not limited to copyright laws,
trademark laws, patent laws, other intellectual property or industrial property laws, privacy laws, data
export laws, and laws regarding libel and defamation);▪

not to engage in any activity that interferes with or disrupts the Content Library, or the servers andnetworks connected with the Content Library;▪

not to reproduce, duplicate, copy, sale, trade, resale, or exploit for any commercial purposes, any portion of
the Content Library, use of the Content Library, or access to the Content Library without the express priorwritten permission of the Licensor;▪

not modify, adapt or hack the Content Library or modify another website so as to falsely imply that it isassociated with the Content Library, Licensor, or any other Licensor’s service. You must not upload, post,
host, or transmit unsolicited email, SMSs, or “spam” messages;▪

not transmit any worms or viruses or any code of a destructive nature.

5. Evaluation License.
5.1. If the Content Library is licensed under Evaluation License terms You may Use the Content Library for theperiod as agreed in writing by Licensor) (the “Trial Period”) solely for purposes of demonstration and internal
testing, examination and evaluation of the Content Library. Any Use of the Content Library for other purposes or
beyond the applicable evaluation period is strictly prohibited.

5.2. Trial Periods. If the Content Library was provided to You at no charge on a trial or evaluation basis, then theContent Library may be used only for the Trial Period unless You purchase a further Subscription License to theContent Library at the end of the Trial Period.
5.3. THE CONTENT LIBRARY LICENSED UNDER EVALUATION LICENSE TERMS IS PROVIDED TO
YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. LICENSOR BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (ORATTEMPTED USE) OF THE CONTENT LIBRARY LICENSED UNDER EVALUATION LICENSE TERMS
THROUGH AND AFTER THE TRIAL PERIOD.
5.4. Support Services.
Licensor will use commercially reasonable efforts to provide You with support services for the Content Librarylicensed under Evaluation License terms in accordance with its standard practices and Content Library MaintenanceandSupportServices
Agreement(“MaintenanceandSupportServices”)
availableathttps://www.ispringsolutions.com/maintenance-and-support-services-agreement.
6. Proprietary Rights and Non-Disclosure.
6.1. Ownership Rights. The Content Library is licensed, and not sold, to You for use only under the terms andconditions of this Agreement. The Content Library is protected by copyright and other intellectual property laws andtreaties. You agree that the Content Library and the authorship, systems, ideas, methods of operation, documentationand other information contained in the Content Library, are proprietary intellectual properties and/or the valuable
trade secrets of the Licensor or its suppliers and/or licensors and are protected by civil and criminal law, and by thelaw of copyright, trade secret, trademark and patent of the United States, other countries and international treaties.
You may use trademarks only insofar as to identify printed output produced by the Content Library in accordancewith accepted trademark practice, including identification of the trademark owner’s name. Such use of any
trademark does not give You any rights of ownership in that trademark. The Licensor and/or its suppliers own andretain all right, title, and interest in and to the Content Library, including without limitations any error corrections,enhancements, updates or other modifications to the Content Library, whether made by the Licensor or any third
party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your
possession, installation or use of the Content Library does not transfer to You any title to the intellectual property in
the Content Library, and You will not acquire any rights to the Content Library except as expressly set forth in thisAgreement. All copies of the Content Library made hereunder must contain the same proprietary notices that appear
on and in the Content Library. Except as stated herein, this Agreement does not grant You any intellectual property
rights in the Content Library and You acknowledge that the Subscription License, as further defined herein, granted
under this Agreement only provides You with a right of limited use under the terms and conditions of thisAgreement. Licensor reserves all rights not expressly granted to You in this Agreement.
6.2. Your Content. We claim no intellectual property rights over Your Content you create with the Content Library.
Your profile and materials created remain Yours. You or a third-party Licensor, as appropriate, retain all patent,
trademark and copyright to any content You submit, post or display with the Content Library and you areresponsible for protecting those rights, as appropriate.
6.3. Third Party Components. The Content Library and future updates and revisions of the Content Library may
contain components and materials (including but not limited articles, photos, drawings, graphics, rich media,
applications, programs and other content owned by a party other than iSpring (“Third Party Components”). Any
Third-Party Components incorporated into or accompanying the Content Library is third parties’ intellectual
property and is protected by United States, and international copyright laws and applicable treaties. Licensor has
obtained such rights, permissions and consents as are necessary for Licensor to use the Third-Party Components inconjunction with the Content Library as licensed by this Agreement. However, all such Third-Party Components
incorporated into or accompanying the Content Library is or may be subject to a separate Content Library licensing
agreement containing separate and discrete terms, conditions and restrictions governing Your right to use theThird-Party Components. Irrespective of Your acceptance and/or use of the Content Library, You will not receive orgain any rights, privileges or entitlements in respect of the Third Party Components greater than such rights,
privileges or entitlements as Licensor is able to provide to You pursuant to this Agreement (each as may beamended, from time to time). You acknowledge that the Subscription License granted under this Agreement only
provides You with a right of limited use under the terms and conditions of this Agreement. And You agree andconfirm to use the Third-Party Components only in conjunction with the Content Library, as permitted by thisAgreement, and as permitted by the more restrictive of any Third-Party Components license agreement applicable toYour and/or Licensor’s use of the Third-Party Components.
6.4. Applicability to Third Party Components. LICENSOR MAKES NO REPRESENTATIONS OR
WARRANTIES AND PROVIDES NO INDEMNIFICATION OR REPLACEMENT COVENANTS OF ANY
KIND WITH RESPECT TO THIRD PARTY PRODUCTS. Licensor’s sole responsibility as to Third Party
Components is to pass through any intellectual property warranties, indemnification and replacement provisions that

Licensor receives from the vendors or suppliers of such Third-Party Components and which Licensor is allowed topass on. “Third Party Components” means application Content Library products provided by third party vendors,
including operating system and application Content Library with which the Content Library interfaces and which
provides certain functionality essential to the operation of the Content Library.
6.5. Confidential Information. You agree that, unless otherwise specifically provided herein the Content Library,including the specific design and structure of individual programs and the Content Library, constitute confidential
proprietary information of the Licensor or its suppliers and/or licensors. You agree not to transfer, copy, disclose,
provide or otherwise make available such confidential information in any form to any third party.
7. Indemnification
You hereby agree to indemnify and hold harmless Licensor, its affiliates, officers, directors, agents, and employees,
from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and otherprofessionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim,
demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or
demand by a governmental agency or entity, arising out of any use of the Content Library by You or End Users,
acting upon Your authorization in a manner that is not expressly authorized by this Agreement, Your breach of thisAgreement and any third party claims arise from Your use of Your Content.
8. Term and Termination
8.1. The term of this Agreement (“Term”) shall begin when You purchase or otherwise legally obtain the
Subscription License for the Content Library until the Agreement is terminated as provided herein.
8.2. The Licensor in its sole discretion, has the right to suspend or terminate Your or End Users accounts and refuse
any and all current or future use of the Content Library for any reason at any time. Such termination of the Content
Library will result in the deactivation or deletion of Your access to the Content Library. In the event of the Content
Library termination or cancellation, provisions of this Agreement related to the following shall survive:
Indemnification, Your Information and the Licensor’s Privacy Policy, Proprietary Rights, Your Responsibilities,
Disclaimers. For the protection and safety of all of our customers, Licensor reserves the right to refuse service toanyone for any reason at any time, with or without notice.

8.3. Term of Purchased Subscriptions. The Subscription Term of each Subscription License shall be as specified
herein or in the applicable invoicing terms. Except as otherwise specified in the invoicing terms, there shall be no
automatic renewal or extension of the Purchased Subscription. Licensor reserves the right to change the per unit
pricing for any Purchased Subscription at its sole discretion at any time with or without notice. The per unit pricing
for Purchased Subscriptions is available at https://www.ispringsolutions.com.
8.4. This Agreement may be terminated by a superseding agreement, offered by the Licensor and accepted by You,for the Content Library, update of the Content Library and conditioning Your continued use of the Content Libraryor such replacement, modified or updated version on Your acceptance of such superseding Agreement.
8.5. Without prejudice to any other rights, this Agreement will terminate automatically, if You fail to comply withany of the limitations or other requirements described herein.
8.6. Upon any termination or expiration of this Agreement, You must immediately cease Use of the Content Libraryand permanently destroy and/or delete all copies of the Content Library.
8.7. No Rights Upon Termination. Upon termination of this Agreement, You will no longer be authorized to Use
the Content Library in any way and no refunds (in whole or partial) will be granted.
9. Fees and Payment, Refunds
9.1. Invoicing and Payment. Licensor offers the Content Library for annual fees (the “Fees”) which You will pay to
Licensor by authorized credit card or, if agreed to by Licensor, by another method of payment. The Fees applicablefor the Content Library are available at https://www.ispringsolutions.com. Licensor reserves the right to change
the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to You(which may be sent by email to the address You have most recently provided to Licensor).
9.2. Fees. You will pay all Fees specified herein or in the invoicing terms. Except as otherwise specified herein or in
the invoicing terms, (i) fees are based on the Content Library purchased and not actual usage, (ii) payment
obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased
during the relevant Subscription Term.
9.3. Taxes. All disbursements, prices and fees payable to Licensor hereunder shall be paid free and clear of any
deduction or withholding on account of taxes. You shall be responsible for all federal, state, municipal, or othergovernment, excise, sales, use, occupational, or like taxes now in force or enacted in the future imposed by any
governmental entity upon the sale, use or receipt of the Software Services, with the sole exception of Licensor’s

income taxes. You shall cover all fees and processing expenses for chargebacks, frauds, and refunds.
Notwithstanding anything to the contrary herein, You shall be solely responsible for any value added taxes
collections, payments and related registrations arising in any way out of or relating to this Agreement. If and when
Licensor has the legal obligation to collect such taxes, Licensor will invoice You the amount of such taxes, and You
will pay such amount unless You provide iSpring with a valid tax exemption certificate authorized by theappropriate taxing authority. You will provide the Licensor with official receipts issued by the appropriate taxing
authority or such other evidence as is reasonably requested by the Licensor to establish that such taxes have been
paid. The parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize
such liability to the extent legally permissible.
10. Right to Audit. To prevent fraudulent Use of the Content Library and support services, Licensor, without
written notice to users during Licensor’s business hours may examine and/or audit the Use of the Content Library by
any user. If any examination or audit should reveal unlicensed Use of the Content Library and support services byeither an individual or an entity, then Licensor reserves the right to reset the number of activations, demand suchuser to deactivate the Content Library and stop providing such users with support services for the Content Library,
until such users obtain a license for the Content Library.
11. Disclaimers.
11.1. Customer Remedies. The Licensor and its suppliers’ entire liability and Your exclusive remedy for any breachof the foregoing warranty shall be at the Licensor’s option: (a) return of the purchase price paid for the license, ifany, or (b) correction of the defects, “bugs” or errors within reasonable period of time.
11.2. No Warranties. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE
EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAWAPPLICABLE TO YOU IN YOUR JURISDICTION, THE CONTENT LIBRARY AND SUPPORT SERVICES
ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY WHATSOEVER AND THE LICENSOR MAKES NO
PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHERBY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE
CONTENT LIBRARY OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR
PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME ALL RISKSAND RESPONSIBILITIES FOR SELECTION OF THE CONTENT LIBRARY TO ACHIEVE YOURINTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROMTHE CONTENT LIBRARY. THE LICENSOR MAKES NO WARRANTY THAT THE CONTENT LIBRARYAND SUPPORT SERVICES WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR
THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR CONTENT LIBRARY. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES,EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY,
NON-INFRINGEMENTOF
THIRD-PARTY
RIGHTS,INTEGRATION,SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE
CONTENT LIBRARY AND THE ACLICENSORING WRITTEN MATERIALS OR THE USE THEREOF.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE
LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE CONTENTLIBRARY AND SUPPORT SERVICES MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF
FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR
UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE CONTENT LIBRARY,TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO
VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, AND ACTIONSAND OMISSIONS OF THIRD PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR CONTENT LIBRARYAVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL
LIABILITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY LIABILITY ARISINGFROM OR RELATED TO ANY FAILURE BY THE LICENSOR TO TRANSMIT ACCURATE OR COMPLETE
INFORMATION TO YOU.
11.3. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE
ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE CONTENT LIBRARY AND
THE INFORMATION CONTAINED IN OR COMPILED BY THE CONTENT LIBRARY, AND THE
INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR CONTENTLIBRARY WHETHER PROVIDED BY THE LICENSOR OR A THIRD PARTY. TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR
LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESSINFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR CONTENT LIBRARYDISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING SUPPORT SERVICES,TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE
CONTENT LIBRARY, OR THE INCOMPATIBILITY OF THE CONTENT LIBRARY WITH ANY HARDWARE,
CONTENT LIBRARY OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGESIN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEEDTHE LICENSE FEE PAID BY YOU TO LICENSOR. THIS LIMITATION OF LIABILITY SHALL NOT APPLYTO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAWPROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOWTHE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
12. Maintenance and Support Services. Changes to the Content Library.
12.1. Licensor will use commercially reasonable efforts to provide You with support services for the Content Libraryduring the Subscription Term in accordance with its standard practices and Content Library Maintenance andServices
Agreement(“MaintenanceandSupportServices”)
available
atSupporthttps://www.ispringsolutions.com/maintenance-and-support-services-agreement.
12.2. Although the Licensor endeavors to maintain its prices indefinitely once You become a paying customer, theLicensor reserves the right at any time, and from time to time to modify or discontinue, temporarily or permanently,
the Content Library (or any part thereof) with or without notice. Notwithstanding the foregoing, the Licensor will
endeavor to provide You with a 30-day notice of any changes and You shall have the right to cancel the Content
Library Subscription and receive a full refund of any unexpended subscription fees.
13. Indemnification
You will, at Your own expense, indemnify and hold Licensor, and its affiliates and suppliers, and all officers,
directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages,
judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of
any use of the Content Library by You, use of Your Content, any party related to You, or any party acting upon Yourauthorization in a manner that is not expressly authorized by this Agreement.
14. U.S. Government-Restricted Rights.
14.1. Notice to U.S. Government End Users. The Content Library and accompanying Documentation are deemed
to be “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer
Software” and “Commercial Computer Software Documentation,” respectively, as such terms are used in 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software
Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only
those rights, including any use, modification, reproduction, release, performance, display or disclosure of theContent Library and accompanying Documentation, as are granted to all other end users pursuant to the terms andconditions herein. Unpublished-rights reserved under the copyright laws of the United States.
14.2. Export Control Laws. You hereby acknowledge and agree that the Content Library may be subject torestrictions and controls imposed by applicable laws and regulations with regards to economic sanctions; export
controls, import regulations and trade embargoes (collectively “Export Control Laws”), including those of theEuropean Union and United States (specifically, the Export Administration Act of 1979 and the Export
Administration Regulations (“EAR”)).
By purchasing the Content Library, You are representing and warranting that You are not a person (individual or alegal entity) targeted by Export Control Laws nor You (in case of a legal entity) are otherwise owned or controlled
by or acting on behalf of any person targeted by Export Control Laws.
Further, You agree and certifies that neither the Content Library, nor any related technical information are:1. Being or will be used for any purpose prohibited by the Export Control Laws, or
2. Downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control
Laws; or
3. Used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or
biological weapons proliferation; or
4. Exported to restricted and/or embargoed destinations (including, but are not limited to, Cuba, Iran, North
Korea, Sudan, and Syria), prohibited end-user(s); and/or
5. Participate in prohibited end-use and/or proliferation activities.

Licensor will not be liable to You for any failure to provide the Content Library, as a result of any government actionthat Licensor reasonably believes may adversely impact its obligations under this agreement, its business, or its
reputation.

15. Your Information and the Licensor’s Privacy Policy.
You acknowledge receipt of and agree to the Licensor’s privacy statement, which is made available to You in
connection with installation and is set forth in full at https://www.ispringsolutions.com/Licensor/policy/privacy. The
Content Library is provided via equipment and other resources located in the United States and other locations
throughout the world and You hereby expressly consent to having Your personal data (which may be collected by
the Licensor or its distributors) processed by Licensor in the United States and other locations throughout the world
according to the Licensor’s current privacy policy as of the date of the effectiveness hereof which is incorporated
into this Agreement by reference. By entering into this Agreement, You agree that the Licensor may collect andretain information about You gathered during any Trial Period or as part of the Content Library Support Services
provided to You, if any, related to the Content Library, including Your name, email address. The Licensor employsother companies and individuals to perform certain functions on its behalf. Examples include delivering packages,
sending email, analyzing data, providing marketing assistance, and providing customer service. They have access topersonal information needed to perform their functions, but may not use it for other purposes.
16. Miscellaneous.
16.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of theUnited Arab Emirates without regard to its principles of conflict of laws. You agree to the exclusive jurisdiction of
the courts of Dubai for any claim or cause of action arising out of, or relating to or in connection with thisAgreement or the Products, provided that such exclusivity does not apply to legal actions initiated or brought by
Licensor.
Notwithstanding the foregoing, if the iSpring entity, providing the Content Library is any other company indicatedon the Company Page, as the case may be, any dispute arising hereunder shall be exclusively construed inaccordance with the laws of the country of registration of this iSpring entity without regard to principles of conflictof laws.
16.2. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the Uniform
Commercial Code as adopted or made applicable to the Content Library in any competent jurisdiction. This
Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale ofGoods, the application of which is expressly disclaimed and excluded.
16.3. Assignment. This Agreement, rights and obligations provided hereunder may not be assigned, in whole or inpart by You, without the prior written consent of the Licensor. Any attempt of assignment without such consent shallbe null and void and of no force and effect. The Licensor shall have the right at all times to assign any of its rights or
obligations under this Agreement to any of the Affiliate of the Licensor or other companies authorized by the
Licensor to provide the Content Library, with prior notice to You.
16.4. Period for Bringing Actions. No action, regardless of form, arising out of the transactions under thisAgreement, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or
was discovered to have occurred, except that an action for infringement of intellectual property rights may bebrought within the maximum applicable statutory period.
16.5. Publicity. The parties shall work together to issue publicity and general marketing communications
concerning their relationship and other mutually agreed-upon matters. In addition, neither party shall issue such
publicity and general marketing communications concerning their relationship without the prior written consent of
the other party (not to be unreasonably withheld or delayed) and neither party shall disclose the terms of thisAgreement to any third party other than its outside counsel, auditors, and financial and technical advisors, except as
required by law), provided that, Licensor may mention You as a customer on its website and general marketing
communications.
16.6. Entire Agreement; Severability; No Waiver. This Agreement is the entire agreement between You andLicensor and supersedes any other prior agreements, proposals, communications or advertising, oral or written, withrespect to the Content Library or to subject matter of this Agreement. You acknowledge that You have read thisAgreement, understand it and agree to be bound by its terms. If any provision of this Agreement is found by a courtof competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, such provision
will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will not fail onaccount thereof and the balance of the Agreement will continue in full force and effect to the maximum extent
permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any
provision or condition herein shall be valid unless in writing and signed by You and an authorized representative ofLicensor provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any
prior, concurrent or subsequent breach. Licensor’s failure to insist upon or enforce strict performance of any
provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
16.7. Injunctive Relief. You agree that a breach of this Agreement adversely affecting Licensor’s proprietary rights
in the Content Library may cause irreparable injury to Licensor for which monetary damages would not be anadequate remedy and Licensor shall be entitled to seek equitable relief in addition to any remedies it may havehereunder or at law.
© 2023 iSpring. The Content Library, including the components, updates, modifications, enhancements and any
accompanying Documentation, are copyrighted and protected by copyright laws and international copyrighttreaties, as well as other intellectual property laws and treaties.