License Agreement

General Terms of Service for Progress Telerik Platform

(Last Updated May 1, 2017)

What the Agreement Covers:

The Telerik Platform (as defined below) is being made available by Telerik AD (“Telerik,” “we,” “us,” or “our”) to You on the condition that You agree to these terms and conditions (the “Agreement”). “Licensee,” “You,” or “Your” refers to the person accessing or using the Telerik Platform, or, if the Telerik Platform is being used on behalf of an organization, such as an employer, “License,” "You," or “Your” means such organization. In the latter case, the person accessing or using the Telerik Platform represents and warrants that he or she has the authority to do so and bind such organization to this Agreement. Violation of any of the terms below will result in the termination of this Agreement and Your access to the Telerik Platform. BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE TELERIK PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THESE TERMS AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE TELERIK PLATFORM.

This is a license agreement and not an agreement for sale.

The Progress Telerik Platform (“Telerik Platform”) is a modular platform combining UI tools with cloud services to enable the development of web, hybrid, and native apps. The Telerik Platform is the unified portal through which developers and development teams can access, download, develop and support their Applications with Telerik products and services in an adaptive development environment.

Different Subscription levels allow access to different Telerik products. These Telerik products and services accessible through the Telerik Platform (“Telerik Products”) are each subject to additional terms (the “Additional Terms”) available at:

The Additional Terms are made a part of and are subject to this Agreement and by agreeing to the terms of this Agreement You also agree to the Additional Terms. Telerik reserves the right to add, modify or discontinue any product or service made available through the Telerik Platform.

If there is any conflict between the terms of the Agreement and the Additional Terms, then the Additional Terms take precedence in relation to that Telerik Product. Hereinafter, all references to this Agreement shall mean the terms of this Agreement and any applicable Additional Terms and all other documents incorporated by reference in this Agreement.

Telerik may change the terms of this Agreement at its sole discretion. If we change the terms, then we will make a new copy of the Agreement available at http://www.telerik.com/purchase/license-agreement/telerik-platform. Your use of the Telerik Platform is subject to the most current version of the Agreement at the time of such use.

1. Certain Definitions.

“Applicable Laws” means national, federal, state, and local laws, rules, and regulations including, without limitation, those laws and regulations relating to data privacy and security in each applicable jurisdiction.

“Application” means those software applications which: (i) are developed, stored, accessed, and/or supported by You using the Telerik Platform; (ii) add substantial functionality beyond the functionality provided by the incorporated components of the Software; and (iii) are not commercial alternatives for, or competitive in the marketplace with the Telerik Platform or Software, any components of the Telerik Platform or Software, or any other Telerik products or services.

“AUP” means the policy identified as the “Telerik Platform Acceptable Use Policy,” the current version of which is set forth athttp://www.telerik.com/purchase/license-agreement/telerik-platform/aup and as it may be updated by Telerik from time to time.

“Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential." However, Confidential Information will not include any information which: (i) is Content; (ii) is or becomes known to the general public other than through a breach of the receiving party’s obligations hereunder; (iii) is already in the receiving party's possession prior to disclosure by the disclosing party; (iv) is received rightfully from a third party without an obligation to maintain such information in confidence; or (v) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

“Content” means all data and content, such as data files, written text, keys, computer software, music, audio files or other sounds, photographs, videos or other images that You upload to or that is processed using the Telerik Platform, including those used in the development of Your Application.

“Developer Account” means an account specific to one of Your Licensed Developers through which the Licensed Developer accesses the Telerik Platform for Your benefit or on Your behalf.

"Documentation" means any accompanying documentation made available to You (electronically or otherwise) by Telerik for use with the Telerik Platform, expressly excluding any user blogs, reviews, or forums.

“Intellectual Property” or “Intellectual Property Rights” means all inventions and/or works and any and all rights under U.S. and/or foreign patents, trade secrets, know-how, copyrights, and other industrial or intangible property rights of a similar nature; all rights pursuant to grants and/or registrations worldwide in connection with the foregoing and all other rights with respect thereto; all rights under applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution, and all rights under amendments, continuations, divisions, and continuations-in-part of such applications; and all rights under corrections, reissues, patents of addition, extensions, and renewals of any such grant, registration, and/or right.

“Licensed Developer” means You or an individual person, employee or third-party consultant authorized to develop and use the Telerik Platform for You in accordance with this Agreement. Each Licensed Developer must register their own Developer Account and may not use the Telerik Platform except under the terms of this Agreement.

“Software” means (i) any Telerik proprietary software products, SDKs, code, files, or other software made available to You through the Telerik Platform in accordance with Your Subscription, together with any fixes, updates, and upgrades provided to You.

“Subscription” means Your subscription to the Telerik Platform pursuant to the terms of this Agreement. Subscription is further limited to the specific level of service to which You have subscribed.

“Telerik Platform” means the Telerik Platform portal, including the Telerik Platform Software and Documentation, as well as the various Telerik Products accessible through the Telerik Platform portal.

The words "include" and "including" mean "including but not limited to."

2. Nonexclusive Licenses.

2.1. Licenses. Subject to the terms and conditions of this Agreement and the AUP, Telerik grants Your Licensed Developers to the extent which You have obtained a Subscription, and solely during the period of Your Subscription, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Telerik Platform solely in order to access the Telerik Products for the creation and/or support of Your Application(s).

2.2. Use of Telerik Platform. Your Licensed Developers must all be using the Telerik Platform at the same Subscription level and may not exceed the number of seats You have purchased from Telerik hereunder. A Developer Account is specific to the Licensed Developer who creates it; such Licensed Developer is the only one authorized to use his/her Developer Account. Licensing of the Telerik Platform is based on monthly usage. Telerik will notify You when use of the Telerik Platform under a Developer Account approaches Your allowable monthly limit(s). If such monthly usage exceeds the amount for which You have paid, access to that Developer Account will be suspended unless or until (i) You pay the applicable fees for an upgrade to higher usage limits; or (ii) a new billable month begins. You are solely responsible for obtaining and maintaining all computer hardware, internet access and internet services necessary to access and use the Telerik Platform.

2.3. Limitations. Except as specifically permitted in the terms of this Agreement You may not (and You may not allow any of Your Licensed Developers to):

(i) copy, modify, adapt, translate, or otherwise create derivative works of the Telerik Platform, Telerik Intellectual Property ( including the Software) or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who Telerik engages to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Telerik Platform;

(ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Telerik Platform or Telerik Intellectual Property, except as expressly permitted by the law in effect in the jurisdiction in which You are located;

(iii) rent, lease, sell, resell, assign, sublicense, or otherwise transfer rights in or to the Telerik Platform or Telerik Intellectual Property, or make the Telerik Platform or Telerik Intellectual Property available on a “service bureau” basis or (except as otherwise provided for in this Agreement) otherwise allow any third party to use or access any of the foregoing;

(iv) remove or modify any proprietary notices, legends, or labels on the Telerik Platform or Telerik Intellectual Property;

(v) use, post, transmit, or introduce into the Telerik Platform or Telerik Intellectual Property any device, software, virus, worm, back door, Trojan Horse, similar harmful code, or routine which interferes or attempts to interfere with the operation of the Telerik Platform or Telerik Intellectual Property;

(vi) use or access the Telerik Platform or Telerik Intellectual Property in a manner that: (a) violates any Applicable Laws; (b) violates the rights of any third party; (c) purports to subject Telerik to any other obligations; or (d) for any purpose not specifically permitted in this Agreement;

(vii) access the Telerik Platform for the purpose of bringing an intellectual property infringement claim against Telerik; or

(viii) use the Telerik Platform in any situation where failure or fault of the Telerik Platform could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, You may not use, or permit any other person to use, the Telerik Platform in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices.

3. Member Account, Password, and Security.

3.1. To access the Telerik Platform, You / Your Licensed Developers must each create a Developer Account associated with a valid e-mail address. No individual may create or have open more than one (1) Developer Account at any given time. No one may authorize other individuals to access the Telerik Platform under their Developer Account. You will notify Telerik immediately if You believe an unauthorized third party may be using Your, or Your Licensed Developers’, Developer Account. Telerik will not be liable for any loss resulting from an unauthorized person using a Developer Account, passwords or any assigned credentials.

3.2. The Telerik Platform may also be accessed via Facebook, Live ID, Google, Yahoo and Active Directory authentication services that facilitate sign in to web sites and conduct of e-commerce transactions. The use of these third party authentication services by You or Your Licensed Developers will be subject to the service agreement You/Your Licensed Developers entered into as a condition of signing up for the applicable authentication service.

4. Term and Termination.

4.1. You must maintain an active Subscription for each Developer Account to continue using the Telerik Platform. This Agreement and the License granted hereunder may be renewed for successive Subscription periods pursuant to the applicable Subscription purchased, until terminated in accordance with this Section. If You do not maintain an active Subscription, this Agreement, including any Additional Terms and the Licenses granted hereunder and thereunder, along with Your and Your Licensed Developer’s use of and access to the Telerik Platform, will terminate.

If You have obtained a free Subscription, Telerik reserves the right at any time to modify or discontinue, temporarily or permanently, such free Subscription and Your access to the Telerik Platform thereunder with or without notice. Unless modified or discontinued by Telerik in its sole discretion, Your free Subscription shall continue until You cancel or upgrade to a paid Subscription for any of the Telerik Products.

If You have obtained a paid Subscription, payment is non-refundable, even if You / Your Licensed Developers stop using the Telerik Platform. If You upgrade Your Subscription, the upgrade will take effect immediately, You will be charged and must pay the applicable fee, and the term of Your Subscription period may be extended, as described at the time You upgrade. You generally may not downgrade a Subscription and there is no automated mechanism available to You by which to downgrade. Downgrades require Telerik’s approval and assistance and will result in the loss of Your Content and/or Application(s). Please contact Telerik at sales@telerik.com if You wish to request a downgrade. If You downgrade Your Subscription, unless otherwise specified, the downgrade will take effect at the end of the term of Your existing Subscription period.

4.2. Automatic Renewal of Paid Subscription. UNLESS YOU / YOUR LICENSED DEVELOPERS SET THE SUBSCRIPTION AUTO RENEWAL PREFERENCE TO “OFF” IN THE DEVELOPER ACCOUNT PRIOR TO THE END OF YOUR EXISTING SUBSCRIPTION PERIOD, YOUR PAID SUBSCRIPTION WITH RESPECT TO THAT ACCOUNT WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE TELERIK (WITHOUT NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO THE PREVIOUS SUBSCRIPTION PERIOD. Subscription fees and features may change over time. Your Subscription will be renewed at the level Telerik, in its sole discretion, identifies as being closest to Your previous Subscription.

4.3. Promotional and Trial Offers. Telerik may offer trial or promotional Subscriptions (”Promotional Subscriptions”) for Telerik Products. Unless otherwise specified, a Promotional Subscription will remain active only for as long as You maintain an active, paid Subscription to the Telerik Product, or other software or service which formed the basis of Your eligibility for the Promotional Subscription. Telerik reserves the right at any time to modify or discontinue, temporarily or permanently, any Promotional Subscription and Your access to the Telerik Product thereunder with or without notice.

4.4. Unless otherwise prohibited by law, and without prejudice to Telerik’s other rights or remedies, Telerik shall have the right to terminate this Agreement and the Licenses granted hereunder immediately if: (i) You breach any of the terms of this Agreement, (ii) if Telerik’s  relationship with a third-party vendor or hosting partner who provides software, services, or other technology that Telerik uses to provide the Telerik Platform expires, terminates or requires Telerik to change the way in which such software, services, or other technology is provided as part of the Telerik Platform, (iii) if Telerik believes providing the Telerik Platform could create a substantial economic or technical burden or material security risk for Telerik, (iv) in order to comply with the law or requests of governmental entities, or (v) if Telerik determines Your use of, or Telerik’s provision of, the Telerik Platform has become impractical or unfeasible for any legal or regulatory reason.

4.5. Unless otherwise specified in the Additional Terms, upon cancellation, suspension or termination, all Licenses granted to You hereunder shall terminate automatically, Your right to use the Telerik Platform and the Telerik Products including any/all downloaded/locally installed Software, shall cease. Telerik will then hold Your Content and Application(s) for a period of 30 days, during which You will be provided with a reasonable opportunity to collect Your Content and Application(s). After the end of the 30 days period Your Content and Application(s) will be deleted. You are solely responsible for backing up Your Content and Application(s). Except in the case of termination by Telerik for Your breach of the terms of this Agreement, You may create a new Developer Account and obtain a new Subscription following the expiration or termination of Your Subscription.

5. Confidentiality.

Neither party will use or disclose the other party's Confidential Information without the other's prior written consent, except for the purpose of performing its obligations under this Agreement or if required by law, regulation, or court order, in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.

6. Use of Third-Party Vendors; Transmission of Data.

Telerik may use third-party vendors and hosting partners) to provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Telerik Platform, and such third parties may be granted access to Your Applications and/or Content in connection with providing such services to Telerik. You agree that You shall have no rights against such third parties in connection with the Telerik Platform. In addition, You understand that the technical processing and transmission of the Telerik Platform, including Your Content and/or Application(s), may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

7. Privacy.

7.1. Information Use and Disclosure by Telerik. With respect to the Telerik Platform and Telerik Products, Telerik may access or disclose information about You, Your Licensed Developers, Developer Accounts and/or the content of Your or Your Licensed Developers’ communications in order to (i) provide, operate, and improve the Telerik Platform and/or Telerik Products; (ii) comply with Applicable Laws or respond to lawful requests or legal process; or (iii) protect the rights or property of Telerik or our customers, including the enforcement of Telerik’s agreements or policies governing the use of the Telerik Platform. Personal data collected or otherwise processed by Telerik in the performance of services related to the Telerik Platform may be transferred to, and stored and processed in, the United States or any other country in which Telerik or its affiliates or service providers maintain facilities. For more information on the privacy practices of these Telerik Platform, read the privacy statement at http://www.telerik.com/company/privacy-policy.aspx (the “Privacy Policy”).

7.2. Collection and Use of Data. Telerik uses tools to deliver certain features and extensions related to the Telerik Platform, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of the Telerik Platform as further described in the most current version of the Privacy Policy. By Your acceptance of the terms of this Agreement and/or use of the Telerik Platform, You authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy.

8. Indemnification.

To the extent permitted by Applicable Law, You will indemnify, hold harmless, and defend Telerik and its affiliates, and its and their respective officers, directors, employees, and agents from and against any and all claims, lawsuits, and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages, settlements, penalties, fines, and other liabilities resulting from such Claims, that arise or result from: (i) Your breach of this Agreement; (ii) Your / Your Licensed Developers’ use of the Telerik Platform and/or Telerik Products; (iii) Your violations of Applicable Laws or obligations of privacy to any third party; (iv) any representations and warranties made by You concerning any aspect of the Telerik Platform or Telerik Products to any third party; and/or (v) any claims with respect to acts or omissions of any third party in connection with the Telerik Platform or Telerik Products.

Telerik will provide You with written notice of any Claim. You shall have the right to control and direct the defense of such Claim. You shall not agree to any settlement or consent to judgment that requires any admission of liability or payment of monies by Telerik without Telerik’s prior written consent. Telerik shall have the right, at its expense, to retain counsel and participate in defense of the Claim strictly on a monitoring basis.

Notwithstanding the foregoing, if You fail to respond in writing within ten (10) days after receiving notice of a Claim from Telerik, stating that You will fulfill Your obligations pursuant to this Section, then Telerik shall have the right to assume the exclusive defense of the Claim (including, without limitation, the investigation, trial, settlement, appeal, and payment of any Losses) solely at Your expense. You will fully cooperate in the defense of any Claim.

9. Modifications to Terms of This Agreement and Other Policies.

Telerik may modify the terms of this Agreement, including any Additional Terms or any other terms that apply to the Telerik Platform or Telerik Products to, for example, reflect changes to the law or changes to the Telerik Platform. You should look at the terms of this Agreement regularly. Telerik will post notice of modifications to the terms of this Agreement at http://www.telerik.com/purchase/license-agreement/platform or policies referenced herein at the applicable URL for such policies. If You use the Telerik Platform after changes are posted, You will be deemed to have accepted them. If You do not agree to the modified terms of the Agreement or changes to other policies, You should discontinue Your use of the Telerik Platform, which termination is Your sole and exclusive remedy.

10. WARRANTY DISCLAIMER.

YOUR USE OF THE TELERIK PLATFORM IS AT YOUR SOLE RISK. THE TELERIK PLATFORM IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AVAILABILITY OF APPLICATIONS AND CONTENT FROM THE TELERIK PLATFORM. TELERIK MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TELERIK PLATFORM OR SUPPORT SERVICES (IF ANY). YOU UNDERSTAND THAT TELERIK USES AFFILIATES, THIRD-PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, AND RELATED TECHNOLOGY REQUIRED TO RUN THE TELERIK PLATFORM AND THAT TELERIK IS NOT RESPONSIBLE FOR THE SERVICES PROVIDED BY SUCH THIRD PARTIES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, TELERIK DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT TELERIK MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

11. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TELERIK BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE TELERIK PLATFORM, OR OTHERWISE ARISING UNDER THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, TELERIK’S ENTIRE LIABILITY UNDER ANY PROVISION OF THE TERMS OF THIS AGREEMENT, INCLUDING ANY ADDITIONAL TERMS, SHALL NOT EXCEED, IN THE AGGREGATE, THE SUM OF THE FEES PAID BY YOU TO TELERIK OVER THE PRECEDING TWELVE MONTH PERIOD UNDER THIS AGREEMENT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE TO YOU. TELERIK IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF APPLICATIONS OR DATA PROVIDED BY YOU, YOUR LICENSED DEVELOPERS, OR A THIRD PARTY THAT IS ACCESSED THROUGH THE TELERIK PLATFORM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION ARE REASONABLE AND THAT THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN TELERIK AND LICENSEE, AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. THE REMEDIES PROVIDED TO LICENSEE IN THIS AGREEMENT ARE EXCLUSIVE.

12. Links to Third-Party Sites.

The Telerik Platform may include links to third-party sites. Telerik does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. Telerik is not responsible for any form of transmission received from any linked site. You acknowledge and agree that Telerik is not liable for any loss or damage which may be incurred by You as a result of the availability of third-party vendor resources or external sites.

13. Intellectual Property.

All title and ownership rights in and to the Telerik Platform, which includes the Software, and all Intellectual Property rights therein, and any trademarks or service marks of Telerik that are used in connection with the Telerik Platform are and shall at all times remain exclusively owned by Telerik and its affiliates and licensors. Licensee shall not (and shall ensure that Third Parties do not) challenge, or assist any person or entity in challenging, Telerik’s right, title, and interest in the Telerik Intellectual Property. Any open source software that may be delivered by Telerik embedded in or in association with Telerik Products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.

14. Publicity.

Telerik may, in its sole discretion, publicize Your use of the Telerik Platform, and You license to Telerik (and its affiliates and necessary sublicensees), all Intellectual Property or other rights required to allow Telerik to use Your name, trade name(s), trademark(s), service mark(s), logo(s), and domain name(s) in connection therewith.

15. Commercial Items Notice.

Where Licensee is the U.S. Government or an agency thereof, any/all software and documentation licensed hereunder are/is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 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: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

16. Governing Law.

This Agreement is governed by the law of the Commonwealth of Massachusetts, U.S.A., without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good-faith discussion between the parties, then it shall be submitted for resolution to a state or federal court in Boston, Massachusetts, USA, and the parties hereby irrevocably and unconditionally agree to submit to the exclusive jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

17. Entire Agreement.

This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect. The terms and conditions contained in this Agreement shall prevail over any inconsistent provisions in any form or other paper submitted by Licensee.

18. No Assignment.

You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Telerik’s prior written consent.

19. Survival.

Any provisions of this Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability, and/or indemnity terms, and any term of the Agreement which, by its nature, is intended to survive termination or expiration, shall remain in effect following any termination or expiration of this Agreement.

20. Severability.

If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions.

21. Force Majeure.

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.

22. Export Classifications.

You expressly agree not to utilize the Telerik Platform in, or export or re-export the Software to, any country, person, entity, or End-user subject to U.S. export restrictions. You specifically agree not to deploy, export, re-export, or transfer any portion(s) of the Software in or to, or use the Telerik Platform in, any country to which the U.S. has embargoed or restricted the export of goods or services, including without limitation any country listed in U.S.A. Export Administration Regulation Country Group E-1, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the United States Bureau of Industry and Security, U.S. Department of Commerce, nor any other federal agency has suspended, revoked, or denied Your export privileges.

You consent and agree that Your clicking of the “I Accept” button constitutes Your electronic signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by You in writing. Further, You agree that no certification authority or other third-party verification is necessary to the enforceability of Your signature. At our request, any electronically signed document must be re-executed in original form by You. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this Agreement.