Terms and Conditions

Kaarta Cloud Terms and Conditions

By using the Kaarta Cloud (as defined below) of Kaarta, Inc., a Delaware corporation (“Kaarta”), you (“You”) are agreeing to be bound by the following terms and conditions (“Terms of Use”). By accepting electronically, installing, visiting, accessing or using the Kaarta Cloud, You agree to be bound by the terms and conditions of these Terms of Use and Kaarta Privacy Policy (available at [insert link to Privacy Policy], the “Privacy Policy”). The Privacy Policy is incorporated into these Terms of Use by reference.

You represent and acknowledge that You have read, understood, and agree to be bound by these Terms of Use, and that the information You provide in registering for the Kaarta Cloud is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms of Use on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Use, in which case the terms “You,” “Your” or related capitalized terms herein will refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms of Use, You must not accept these Terms of Use and may not use the Kaarta Cloud.

You acknowledge that these Terms of Use govern Your use of the Kaarta Cloud and, except for written addendums signed by the parties that specifically modify these Terms of Use, these Terms of Use supersede any other agreements between You and Kaarta. Kaarta reserves the right to update and change the Terms of Use from time to time without notice. Any new features that augment or enhance the Kaarta Cloud, including the release of new tools and resources, will be subject to the Terms of Use. Continued use of the Kaarta Cloud after any such changes will constitute Your consent to such changes. You can review the most current version of the Terms of Use at any time at: https://cloud.kaarta.com/legal/terms_and_conditions

DEFINITIONS.

As used in these Terms of Use, the following terms will have the meanings set forth below:

  • “Admin” means Your designated representative(s) that will be given username and password credentials to access the Kaarta Cloud, as mutually agreed.
  • “Approved Collection Devices” means Stencil, Contour (including through Your and Your Personnel’s use of Stencil or Contour) or through other compatible third party collection devices. Stencil’s and Contour’s may be purchased or leased through a separate agreement between You and Kaarta.
  • “Kaarta Analysis” means the proprietary process which Kaarta uses to analyze PointCloud Data and produce Kaarta Renderings.
  • “Kaarta Cloud” means the cloud-based platform that enables You to access the tools required to generate Kaarta Renderings.
  • “Kaarta Cloud Account” means the Your account on the Kaarta Cloud that enables Your Admin to access the Kaarta Cloud tools and its Karta Renderings.
  • “Kaarta Data” means any data, including without limitation metadata, relating to the use of the Kaarta Cloud, such as data schema, specific facts and other similar information collected by Kaarta and made available via the Kaarta Cloud or other Kaarta websites, Kaarta mobile application(s), or Kaarta other services.
  • “Kaarta Renderings” means the data output provided to You by Kaarta resulting from Kaarta Analysis.
  • “PointCloud Data” means the data collected by Approved Collection Devices.
  • “Project” means a proposed identified set of PointCloud Data for which You seek to conduct a Kaarta Rendering.
  • “Your Personnel” means all of Your Admin, employees and consultants.

INTELLECTUAL PROPERTY RIGHTS

Kaarta will maintain all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, including rights in and to the Kaarta Cloud, Kaarta Marks (as defined below) and Kaarta Data (collectively, the “Intellectual Property Rights”). The rights granted to You to use the Kaarta Cloud under these Terms of Use do not convey any additional rights in the Kaarta Cloud, or in any Intellectual Property Rights associated therewith.

You own the information You provide Kaarta or input on third party websites through the Kaarta Cloud. You grant Kaarta a nonexclusive, revocable, worldwide, perpetual, unlimited, fully-paid-up and royalty-free right to Kaarta to use copy, prepare, remove, retain, add, process, analyze and prepare derivative works of the foregoing described information and publish or distribute such derivative works, subject to Kaarta confidentiality obligations as set forth in Kaarta Privacy Policy. By providing information to Kaarta or to third parties through the Kaarta Cloud, You represent and warrant that You are entitled to and authorized to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.

Kaarta will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Kaarta Cloud or otherwise use any suggestions, enhancement requests, recommendations or other feedback Kaarta receives from You. Kaarta, and Kaarta’s other product names, service names, and logos used or displayed on the Kaarta Cloud or the Kaarta website are registered or unregistered trademarks of Kaarta (collectively, “Kaarta Marks”), and You may only use such Kaarta Marks to identify Yourself as a customer and user of the Kaarta Cloud; provided, however, that You do not attempt, now or in the future, to claim any rights in the Kaarta Marks, degrade the distinctiveness of the Kaarta Marks, or use the Kaarta Marks to disparage or misrepresent Kaarta, its services or products.

All rights, title and interest in and to the Kaarta Cloud and its components, including all related Intellectual Property Rights, will remain with and belong exclusively to Kaarta.

Upon the condition that You comply with all of Your obligations under these Terms of Use, Kaarta grants You a non-exclusive, non-transferable, revocable license to access and use the Kaarta Cloud, strictly in accordance with these Terms of Use and subject to all of the limitations set forth in these Terms of Use.

USE OF THE SERVICE

Access

Credentials. As between You and Kaarta, You are responsible for ensuring the security and confidentiality of all Admin credentials. You will be liable for all actions taken under such Admin credentials and for Your Personnel’s compliance with these Terms of Use. You will provide to Kaarta the name, contact information and other information reasonably requested by Kaarta to register each Admin to use the Kaarta Cloud or allow each of Your Personnel to provide such data directly to Kaarta. Kaarta has no obligation to verify the identity of any person who gains access to the Kaarta Cloud by means of Admin credentials.

Security. You will maintain commercially reasonable security procedures for the transmission of data by You to the Kaarta Cloud. You will notify Kaarta promptly of any suspected security breach regarding its transmissions to or from the Kaarta Cloud. You will not (a) breach or attempt to breach the security of the Kaarta Cloud or any network, servers, data, computers or other hardware relating to or used in connection with the Kaarta Cloud or belonging to or used or leased by any other customer of Kaarta or any third party that is hosting or interfacing with any part of the Kaarta Cloud; or (b) use or distribute through the Kaarta Cloud any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Kaarta Cloud or the operations or assets of any other customer of Kaarta or any third party.

Suspension of Access. If Kaarta believes there is a risk that may interfere with the proper continued provision of the Kaarta Cloud, it may immediately suspend, filter, block access to or take other appropriate action, including mitigation of risk, to protect the integrity of the Kaarta Cloud. If Kaarta makes a commercially reasonable determination that You or any of Your Personnel are misusing the Kaarta Cloud or Kaarta Rendering (as applicable) by bypassing or attempting to bypass any security features, launching denial of service attacks, disabling security devices, using any malware or otherwise gaining or attempting to gain unauthorized access to the Kaarta Cloud, is reverse engineering any component of the Kaarta Cloud or is or may be engaged in illegal activity, then Kaarta may suspend or permanently terminate Your access to the Kaarta Cloud. Kaarta does not issue service credits in connection with actions taken under this Section 3.3.

Conduct of You and Your Personnel.

Neither You nor Your Personnel will,

  • knowingly use the Kaarta Cloud or PointCloud Data in any way that may infringe any Intellectual Property Rights in the Kaarta Cloud or PointCloud Data;
  • knowingly use, or knowingly permit anyone to use, the Kaarta Cloud, Kaarta Renderings or PointCloud Data for any unlawful or unauthorized purpose, or reproduce, copy, translate, modify, adapt, create derivative works from, distribute, transmit, transfer, republish, reverse engineer, decompile or disclose the Kaarta Cloud or PointCloud Data, or otherwise attempt to discover any information used to deliver the Kaarta Cloud, Kaarta Renderings or PointCloud Data, or compile, remove or delete any portion of the Kaarta Cloud or PointCloud Data;
  • distribute the Kaarta Cloud or PointCloud Data or any portion thereof through any service with a third party (e.g., joint or co-branded services) or authorize any third party to link, bookmark or point from a third party service to the Kaarta Cloud or any portion thereof; and
  • remove, obscure or alter any copyright notice, trademark or other proprietary rights notices affixed to or contained within the Kaarta Cloud, PointCloud Data or the Kaarta Renderings.

Data Collection and Storage; Privacy.

Approved Collection Devices are required to collect PointCloud Data and upload to Kaarta for the purpose of creating Kaarta Renderings.

Kaarta Cloud Access; Data Collection.

Kaarta Cloud Access.

You will designate Admins who Kaarta will provide username and password-protected access to Your Kaarta Cloud Account. During Your use of the Kaarta Cloud Account, Admins will have access to the Kaarta Cloud (subject to Kaarta’ suspension or termination rights herein).

The Kaarta Cloud enables Admins to complete the following actions during the Term:

  • Receive a unique username and password for each Admin.
  • Register Contour and Stencil devices to Your Kaarta Cloud Account.
  • Upload and store data from an Approved Collection Device, organize data based on “Jobs”, and request the completion of new Projects.
  • Organize data
  • Export each Project’s completed Kaarta Rendering as a .PLY or .LAS file format or as a shareable link.
  • Access customer support team.

Project Workflow.

You or Your Personnel will upload files to the Kaarta Cloud that designate a Project to be assessed by Kaarta.

You are solely responsible for ensuring that PointCloud Data is collected in a professional manner that follows all applicable laws and industry standards.

You are solely responsible for uploading collected PointCloud Data for Projects.

The Kaarta Cloud will only conduct a Kaarta Rendering when the necessary coverage and PointCloud Data quality specifications have been met, as determined by Kaarta.

Kaarta Obligations.

Kaarta Rendering Generation

Kaarta will generate Kaarta Renderings from collected PointCloud Data for each Project.

Kaarta will make Kaarta Renderings available through the Kaarta Cloud.

You acknowledge that there may be errors or defects in the software, database or methodology used to generate Kaarta Renderings delivered through the Kaarta Cloud. You will assume all responsibility for edit checking and the appropriateness for use of the Kaarta Renderings regardless of any efforts made by Kaarta.

Kaarta will use commercially reasonable efforts to make the Platform available to You at least 98% of the year, excluding Permitted Occurrences. “Permitted Occurrences” means: (i) scheduled downtime; (ii) delay or interruption in telecommunications provided by You, Your personnel or by third party service providers outside the Kaarta-controlled network; (iii) Your failure to comply with, or to cause one of Your Personnel to comply with, these Terms of Use; (iv) deficiencies or errors in data feeds provided by You, Your Personnel or any third parties; (v) a force majeure event as described herein; or (vi) changes by You or Your Personnel to Your application service system administration configuration screens.

Your Obligations.

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Kaarta Cloud available to any third party, other than as expressly permitted by these Terms of Use; (b) use the Kaarta Cloud to process data on behalf of any third party; (c) modify, adapt or hack the Kaarta Cloud to falsely imply any sponsorship or association with Kaarta, or otherwise attempt to gain unauthorized access to the Kaarta Cloud or its related systems or networks; (d) use the Kaarta Cloud in any unlawful manner, including but not limited to violation of any person’s privacy rights, infringing any person’s intellectual property rights, sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, or engaging in unlawful behavior in violation of any state’s distracted driving laws; (e) use the Kaarta Cloud in any manner that interferes with or disrupts the integrity or performance of the Kaarta Cloud and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Kaarta Cloud; (g) use the Kaarta Cloud to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any applicable features of the Kaarta Cloud; (i) unless otherwise explicitly agreed to in writing by Kaarta, use the Kaarta Cloud or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the Kaarta Cloud; (k) try to use, or use the Kaarta Cloud in violation of these Terms of Use.

You are responsible for all information, data, text, messages or other materials transmitted by You or Your Personnel via the Kaarta Cloud. You are responsible for complying with all applicable laws. You are responsible for maintaining the confidentiality of Your personal data, such as password and account information. You are fully responsible for any and all activities that occur under the login credentials or account of any Admin. You agree and acknowledge that each set of login credentials may only be used by one (1) person, and that Your Personnel will not share a single login among multiple people. You agree that You will not sell, trade or otherwise transfer any login credentials or Your Kaarta Cloud Account to another party and that You will not, unless otherwise specifically agreed to in writing by Kaarta, charge anyone for access to any portion of the Kaarta Cloud, or any information therein. You agree that You are responsible for anything that happens through Your Kaarta Cloud Account until You cancel Your subscription and close Your Kaarta Cloud Account or prove that Your Kaarta Cloud Account security was compromised due to no fault of Your own.

You acknowledge that an internet connection is required to use the Kaarta Cloud, and any associated charges (e.g. mobile data expenses) incurred by Your use of the Kaarta Cloud are Your exclusive responsibility and made solely at Your expense. Transmitting and receiving updates and data collected by the Kaarta Cloud to and from Kaarta requires an online connection between the device You use to connect to the internet and the internet. The expenses of such connection are as prescribed by the agreement between You and Your communication service provider (such as Your cellular company), and according to its applicable terms of payment. You acknowledge that the amount of data collected by the Kaarta Cloud and transmitted from Your device to Kaarta may be significant and that You will be solely responsible for any associated costs.

DATA PRIVACY AND SECURITY

Kaarta will maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data. These safeguards include encryption of Your data in transmission (using SSL or similar technologies), except for external third party integrations that do not support encryption, which You may link to the Kaarta Cloud at Your choice.

You agree that Kaarta can access Your Kaarta Cloud Account information in order to respond to Your service requests and/or as necessary, in Kaarta’s sole discretion, to provide You with the Kaarta Cloud. Kaarta will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the Kaarta Privacy Policy.

The Privacy Policy governs Kaarta’s treatment of any information, including personally identifiable information, that You or Your Personnel submit to Kaarta.

CANCELLATION AND TERMINATION

Kaarta reserves the right to (i) modify or discontinue, temporarily or permanently, the Kaarta Cloud (or any part thereof) and (ii) refuse any/all current and future use of the Kaarta Cloud, suspend or terminate Your Kaarta Cloud Account or any part thereof (or Your use of the Kaarta Cloud) if Kaarta believes that You have violated these Terms of Use. Kaarta will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your Kaarta Cloud Account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of the Kaarta Cloud, and may be referred to law enforcement authorities. Kaarta will not be liable to You or any third party for any modification, suspension or discontinuation of the Kaarta Cloud.

DISCLAIMER OF WARRANTIES AND LIABILITY

THE KAARTA CLOUD AND ANY KAARTA DATA OR CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND KAARTA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

KAARTA DOES NOT REPRESENT OR WARRANT THAT THE KAARTA CLOUD, CONTENT OR MATERIALS FROM OR RELATED TO THE KAARTA CLOUD ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE KAARTA CLOUD OR KAARTA’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE KAARTA CLOUD AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

YOU ACKNOWLEDGE THAT KAARTA DOES NOT WARRANT THAT INFORMATION OR ADVICE OBTAINED BY YOU FROM KAARTA OR THROUGH THE KAARTA CLOUD WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE. KAARTA DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE KAARTA CLOUD, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. FURTHERMORE, KAARTA DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE KAARTA CLOUD DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE KAARTA CLOUD OR ITS USE, LOSS OF PERSONAL CONTENT ON THE KAARTA CLOUD, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. UNDER NO CIRCUMSTANCES WILL KAARTA BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE KAARTA CLOUD, OR ANY INTERACTIONS BETWEEN USERS OF THE KAARTA CLOUD, WHETHER ONLINE OR OFFLINE.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE KAARTA CLOUD IS AT YOUR SOLE RISK. YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME FULL, EXCLUSIVE AND SOLE RESPONSIBILITY FOR THE USE OF AND RELIANCE ON THE KAARTA CLOUD, AND YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE KAARTA CLOUD IS MADE ENTIRELY AT YOUR OWN RISK.

LIMITATION OF LIABILITY

NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS OF USE, OR SUCH PARTY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OF USE OR THE KAARTA CLOUD, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, KAARTA’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS OF USE CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE KAARTA CLOUD WILL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE KAARTA CLOUD DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS OF USE BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF KAARTA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF USE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, KAARTA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

ENTIRE AGREEMENT

These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms of Use.

SEVERABILITY

If any provision of these Terms of Use, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Use, or the application of such provision under other circumstances, will remain in full force and effect.

EXPORT CONTROL

Your use of the Kaarta Cloud, including Kaarta’s software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You will not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any component or element of the Kaarta Cloud to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.

RELATIONSHIP; INDEPENDENT CONTRACTOR

Nothing contained herein will be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor will any similar relationship be deemed to exist between the parties. Neither party will have any power to obligate or bind the other party, except as specifically provided herein.

SURVIVAL

Sections 1 (Intellectual Property Rights), 5 (Cancellation and Termination), 6 (Disclaimer of Warranties and Liability), 7 (Limitation of Liability), 8 (Entire Agreement), 9 (Severability), 10 (Export Control), 11 (Relationship; Independent Contractor), 12 (Survival), 13 (Governing Law), and 14 (No Waiver) will survive any termination of these Terms of Use.

GOVERNING LAW

The validity, interpretation and performance of these Terms of Use will be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws provisions or principles thereof.

NO WAIVER

Kaarta’s failure to enforce at any time any provision of these Terms of Use does not constitute a waiver of that provision or of any other provision of these Terms of Use.