End User License Agreement and Terms of Service

This End User License Agreement and Terms of Service (“EULA”) governs the use of Boland Solutions LLC d/b/a Satisfyly (“Boland”)’s web-based software, web-based applications, web-based tools, source code and object code, scripts, functions, capabilities, commands, application programming interfaces, methodologies, templates, widgets, algorithms, user interfaces, updates, know-how, trade secrets, techniques, designs, inventions, interfaces, and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make Boland’s software available; any updates, upgrades or derivatives thereof, any associated media, material, or printed documentation, manual, instructions and other paperwork; and any copy or component of any of the foregoing as purchased by End User from Boland (collectively, “Boland SoftwareEnd User (each a “Party” and together, the “Parties”). The term “End User” means any person or entity using Boland Software for any purpose whatsoever, including individuals as well as companies and its employees, contractors, agents and/or representatives. By installing, operating, or otherwise Boland Software, the End User agrees to be bound by the terms of this EULA.

1. 1. TERM. This EULA and all licenses hereunder commences upon End User’s acceptance of this EULA or End User’s downloading or installation of any Boland Software, whichever occurs first, and shall continue on a month-to-month basis until terminated in accordance with the terms of this EULA.
2. 2. GRANT OF LICENSE. Subject to the terms and conditions of this EULA, Boland hereby grants End User a revocable, limited, non-transferable, and non-exclusive license to access, install and use Boland Software on a single second-level website domain owned or operated by the End User (the “Authorized Domain”) and all subdomains thereunder. An Authorized Domain does not include any other second-level domains or subdomains existing other any second-level domain other than the Authorized Domain. Each license applies to and authorizes use of Boland Software on a single second-level website domain at a time. This EULA does not extend to, or permit any access, install or use of Boland Software on any websites, second-level domains or subdomains other than the Authorized Domain(s).
3. 3. SCOPE OF LICENSE. End User may only install, access and use Boland Software on the Authorized Domain and for the Boland Software’s intended purpose and in the ordinary course of its business. All rights not expressly granted herein are reserved by Boland. Notwithstanding the foregoing, End User is expressly prohibited from engaging in the following activity:

1. 3.1. Modifying, adapting, translating, preparing derivative works from, decompiling, reverse engineering, disassembling or otherwise attempting to derive source or object code from Boland Software;
2. 3.2. Removing, obscuring, or altering Boland’s or any third party's copyright notice, trademarks, or other proprietary rights notices that are displayed, affixed to, or contained within or accessed in conjunction with or through Boland Software;
3. 3.3. Using Boland Software in any manner inconsistent with this EULA or its terms, Boland’s Privacy Policy or any Agreement to which this EULA was attached;
4. 3.4. Using Boland Solutions for any illegal purpose, or violating any applicable law with or through the use of Boland Software;
5. 3.5. Using Boland Software for the purpose of gathering consumer information to sell to third parties;
6. 3.6. Using Boland Software, either on its own or in conjunction with some other software, service or application, to gather, obtain or collect Personally Identifying Information (as defined herein);
7. 3.7. Exporting or re-exporting Boland Software, except as authorized by applicable law;
8. 3.8. Using Boland Software in a manner that could damage, disable, overburden, or impair any server or system belonging to Boland or interfere with any other party’s use of Boland Software;
9. 3.9. Circumventing or breaching any access or security restrictions that Boland has placed on Boland Software;
10. 3.10. Providing Boland with any false or misleading information;
11. 3.11. Challenging, directly or indirectly, the right, title and/or interest of Boland in and to any Boland Software or any Boland registration related thereto;
12. 3.12. Encouraging or facilitating any third party to take any of the actions addressed in this Section 3.

1. 4. UPDATES. Boland may update Boland Software from time to time and/or perform maintenance on Boland Software from time to time. End User’s continued use of Boland Software is contingent upon End User’s acceptance and installation or any such updates, and End User agrees to take all reasonable steps to allow Boland Software to be updated or install such updates itself. End User is responsible for ensuring Boland Software can receive any updates and/or maintenance by Boland, and End User agrees to and accepts all updates and maintenance which are automatically installed into Boland Software. All updates and other changes which result from any maintenance of Boland Software are included in the definition of Boland Software and shall also be the exclusive, sole property of Boland.
2. 5. OWNERSHIP. This EULA does not grant the End User any ownership interest in any Boland Software, nor any other right or interest that is not explicitly identified in this EULA. Specifically, the End User acknowledges that Boland exclusively owns all right, title, and interest in and to all Boland Software and all subparts and derivates thereof, including without limitation all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now, or hereafter in force and effect throughout the world. Except for the rights and licenses expressly granted herein, all rights in and to all of the foregoing are reserved by Boland. Boland shall exclusively own all rights, title and interest in all developments of and enhancements to Boland Software. Nothing in this EULA will be deemed to grant to End User any right to receive a copy of any underlying object code, source code, functions, features, capabilities, updates, Improvements (as defined herein), processes or algorithms for or in Boland Software. Boland’s name and logo, and all Boland product and services names, including the Boland Software name, brand and logo, are solely and exclusively owned by Boland, and no right or license to use them is granted in this EULA.
3. 6. FEEDBACK. In the event End User provides Boland with any ideas, thoughts, criticisms, suggestions, enhancement requests, techniques, know-how, comments, feedback or other input related to Boland Software (collectively "Feedback"), including in response to any product plans or roadmaps shared with End User, End User grants to Boland a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to End User or any other person or entity.

1. 7. FEES. As consideration for the license rights granted herein, End User hereby agrees to pay a monthly fee for its use of Boland Software, which shall be automatically collected through the Software Subscription Plan selected by End User at its time of its initial purchase and which End User has enrolled in as part of its purchase of Boland Software (the “Software Subscription Plan”). At all times during the Term (as defined herein) of this EULA or any use of Boland Software hereunder, End User shall be enrolled in the applicable Software Subscription Plan covering the Boland Software used by End User. This Software Subscription Plan shall be paid on a monthly basis as set forth in the pricing on Boland’s applicable website, although End User has the option of pre-paying for twelve (12) consecutive months of the monthly Software Subscription Plan fee in which case the Software Subscription Plan shall be paid on an annual basis. End User understands that any paid Software Subscription Plan fees are non-refundable. End User agrees to provide a valid, authorized and accepted credit card to Boland for payment of all Software Subscription Plan fees. By providing a payment method, End User expressly authorizes Boland and/or Boland’s third-party payment processor to charge the Software Subscription Plan fees and any related charges, taxes or fees (including but not limited to third-party service charges) to said payment method. End User agrees it is solely responsible for providing complete and accurate billing and contact information to Boland at all times during the Term (as defined herein) of this EULA. END USER UNDERSTANDS THAT BY ENROLLING IN A SOFTWARE SUBSCRIPTION PLAN PURSUANT TO THIS EULA, BOLAND WILL AUTOMATICALLY CHARGE THE SOFTWARE SUBSCRIPTION PLAN FEE AMOUNT SET FORTH ON BOLAND’S WEBSITE TO END USER’S AUTHORIZED AND PROVIDED PAYMENT METHOD AND AT THE INTERVALS SET FORTH IN SECTION 7.2 OF THIS AGREEMENT. End User further understands and agrees that if, at any point during the Term of this EULA, the payment method it has provided to Boland for such charges is declined or otherwise unusable for any reason, Boland shall invoice End User for such unpaid charges and End User shall be responsible for full payment of such invoiced amounts within ten (10) days of the date on the invoice. If End User fails to pay Boland the full amount of any invoiced amounts within ten (10) days of the date on the invoice, End User agrees that Boland has the right to deactivate End User’s User Account and suspend End User’s use and access to the Boland Software used or accessed hereunder.
1. 7.1. The non-exclusive license rights and use granted to End User under this EULA is limited to only that Boland Software which is explicitly included in the Software Subscription Plan that End User is enrolled in. This EULA does not convey or grant any license or usage rights to End User for Boland Software which is not included under End User’s selected Software Subscription Plan, nor does it grant any license or usage rights to any third party software.
2. 7.2. Automatic Payments and Renewal; Cancellation. END USER UNDERSTANDS THAT ITS SOFTWARE SUBSCRIPTION PLAN SHALL AUTOMATICALLY RENEW AS FOLLOWS: (a) IF END USER ELECTS TO PAY ON A MONTHLY BASIS, END USER’S SOFTWARE SUBSCRIPTION PLAN SHALL AUTOMATICALLY RENEW EVERY THIRTY (30) DAYS BEGINNING THIRTY (30) DAYS FROM END USER’S FIRST SUBSCRIPTION FEE PAYMENT AND EVERY THIRTY (30) DAYS THEREAFTER; OR (b) IF END USER ELECTS TO PAY ON AN ANNUAL BASIS, END USER’S SOFTWARE SUBSCRIPTION PLAN SHALL AUTOMATICALLY RENEW EVERY TWELVE (12) MONTHS BEGINNING TWELVE (12) MONTHS FROM END USER’S FIRST SUBSCRIPTION FEE PAYMENT AND EVERY TWELVE (12) MONTHS THEREAFTER. EACH AND EVERY AUTOMATIC SUBSCRIPTION RENEWAL (“RENEWAL PERIOD”) WILL BE FOR THE SAME LENGTH AS END USER’S IMMEDIATELY PRECEEDING SUBSCRIPTION TERM. BY EXECUTING THIS AGREEMENT, END USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (i) IT WILL BE REQUIRED TO REGISTER AND ENROLL IN A SOFTWARE SUBSCRIPTION PLAN PURSUANT TO THE TERMS OF THIS AGREEMENT; (ii) ITS SOFTWARE SUBSCRIPTION PLAN HAS AN INITIAL AND RECURRING PAYMENT FEATURE; (iii) BOLAND (OR BOLAND’S THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO AUTOMATICALLY CHARGE END USER’S PAYMENT METHOD MONTHLY AT THE THEN-CURRENT SOFTWARE SUBSCRIPTION PLAN RATE FOR END USER’S SOFTWARE SUBSCRIPTION PLAN AS LONG AS UNTIL TERMINATED IN ACCORDANCE WITH ARTICLE 14 OF THIS EULA, AND (iv) END USER’S SOFTWARE SUBSCRIPTION PLAN IS CONTINUOUS AND WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE MONTHLY PERIODS UNTIL END USER CANCELS SAME IN ACCORDANCE WITH THIS SECTION.
3. END USER MAY CANCEL OR CHANGE ITS RECURRING SOFTWARE SUBSCRIPTION PLAN AT ANY TIME BY LOGGING INTO ITS USER ACCOUNT OR BY EMAILING BOLAND AT NOTICE@BOLANDSOLUTIONS.COM AND FOLLOWING ANY CANCELLATION INSTRUCTIONS PROVIDED IN RESPONSE THERETO. ANY CANCELLATION OR CHANGE MUST BE MADE PRIOR TO END USER BEING CHARGED FOR THE NEXT BILLING CYCLE AS REFLECTED IN CUSTOMER’S USER ACCOUNT, AND ANY CHANGES OR CANCELLATIONS MADE AFTER END USER HAS BEEN CHARGED FOR THE NEXT BILLING CYCLE WILL NOT TAKE EFFECT FOR SUCH UPCOMING BILLING CYCLE AND SHALL BE APPLIED TO THE NEXT FOLLOWING BILLING DATE. ANY CANCELLATION BY END USER WHICH OCCURS PRIOR TO THE EXPIRATION OF A RENEWAL PERIOD WILL NOT RESULT IN OR ALLOW END USER TO RECEIVE ANY REFUND, INCLUDING A PRORATED REFUND, FOR THE ALREADY PAID PERIOD. END USER FURTHER UNDERSTANDS THAT ITS CANCELLATION OF ITS SOFTWARE SUBSCRIPTION PLAN WITHOUT SELECTING A NEW SOFTWARE SUBSCRIPTION PLAN WILL CONSTITUTE A TERMINATION OF THIS EULA AND ALL LICENSES RENDERED HERETO, MEANING END USER WILL NO LONGER BE ALLOWED TO ACCESS OR USE ANY OF THE BOLAND SOFTWARE PROVIDED HEREUNDER. NOTWITHSTANDING THE FOREGOING, END USER SHALL BE ALLOWED TO CONTINUE ACCESSING AND/OR USING ANY REPORTS IT RECEIVED PURSUANT TO AND PRIOR TO ANY TERMINATION OR CANCELLATION OF THIS AGREEMENT.
4. BOLAND MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM END USER UNTIL END USER HAS PROVIDED NOTICE OF TERMINATION IN ACCORDANCE WITH THIS AGREEMENT. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE BOLAND REASONABLY COULD ACT OR IF SUCH NOTICE IS RECEIVED BY BOLAND WITHIN FIVE (5) DAYS OF A BILLING DATE.
2. 8. THIRD PARTY SOFTWARE.
1. 8.1. Third Party Software. End User acknowledges and agrees that Boland Software may utilize and/or connect to or otherwise display, include or make use of third-party software, application programming interfaces (“API”), tools, widgets, databases, applications, content or source code (collectively, “Third Party Software”) as part of its operation, and End User is solely responsible for obtaining all necessary licenses or permissions required for Boland Software’s use of such Third Party Software.
2. 8.2. Google Analytics. End User acknowledges and agrees that Boland Software utilizes End User’s Google Analytics’ 4 (“GA4”) account as part of its operation. End User is solely responsible for obtaining all necessary licenses or permissions required for End User’s use of GA4, either through Boland Software or through any other means. End User agrees that this EULA does not grant any license rights or permit any use of GA4 or any other Third Party Software as defined herein.
3. 8.2.1. END USER’S LIMITED, NON-EXCLUSIVE LICENSE RIGHTS AND USE OF BOLAND SOFTWARE HEREUNDER IS CONTINGENT UPON END USER’S CONFIGURATION OF ITS GA4 ACCOUNT TO COMPLY WITH GDPR STANDARDS AND IMPLEMENT RESTRICTIONS TO PREVENT GA4 FROM SHARING ANY REGULATED DATA (as defined herein) WITH BOLAND SOFTWARE.
4. 8.3. End User understands and agrees that Boland is not responsible for the quality, accuracy, legality, or any other aspect of GA4 or any other Third Party Software. Boland does not warrant or endorse and does not assume and will not have any liability or responsibility to End User or any other person for GA4 or any other Third Party Software, or for any other materials, products, or services of third parties. BOLAND IS NOT RESPONSIBLE OR LIABLE FOR ANY BREACHES, VIOLATIONS, ERRORS OR OTHER ISSUES WHICH ARISE AS A RESULT OF END USER’S CONNECTION OR USE OF BOLAND SOFTWARE WITH GA4 OR ANY OTHER THIRD PARTY SOFTWARE.

1. 9. CONSUMER DATA; DATA PRIVACY AND SECURITY.
1. 9.1. Definitions.
2. 9.1.1. “Regulated Data” means any data that reveals or includes a consumer’s personally identifying information (“PII”), including but not limited to, a consumer’s (i) name or alias; (ii) account names, user names or other unique identifiers used to identify a specific person; (iii) home address, e-mail address and/or phone number; (iv) driver's license number, Social Security, passport or government assigned identification number, (v) bank, credit card or other financial account numbers or data protected by the Gramm-Leach-Bliley Act; (vi) health or medical information, including any protected health information under HIPAA; (vii) IP addresses or internet use data which contains information that links the data to an individual; (viii) geolocation data; (ix) employee ID numbers or other employer specific data is tied to a specific employee; (x) any information that reveals an individual’s protected personal characteristics or class characteristics, including but not limited to racial or ethnic origin, nationality, gender or gender identity, disability, religious or philosophical beliefs, trade-union membership, age, citizenship status, sexual orientation or activities, or genetic or biometric data; or (xi) any other information considered to be “Personal Data” by the European Union’s General Data Protection Regulation (“GDPR”) or any other applicable law.
3. 9.2. Data Privacy and Security. Each Party agrees to comply with the requirements of all applicable state, national and international laws and regulations and all applicable industry standards regarding the security, protection and confidentiality of personally identifiable information with respect to the use of Boland Software. Notwithstanding the foregoing, End User acknowledges and agrees that no Regulated Data or copies of Regulated Data obtained by End User, End User’s connected Third Party Software and/or End User’s GA4 accounts shall be stored, retained or kept on any servers, accounts or systems owned, managed or maintained by Boland (“Boland Servers”) .
4. End User acknowledges and agrees that Boland prohibits using any Boland Software to access or create Regulated Data or generate or create any reports or analyses which use or include any Regulated Data. End User agrees that any reports it generates or obtains using Boland Software shall be created by solely using information, data and/or metadata that does not include Regulated Data or any data, information or metadata which could be reasonably used, alone or in conjunction with other information, to identify any specific consumer, person, website visitor or company. End User acknowledges and agrees that any reports, analyses, insights or data generated or created by or using Boland Software are made directly by End User through its use of the automated processes in such Boland Software, and that Boland is not responsible for any reports, analyses, insights or data generated, created or made by End User. End User acknowledges and agrees that it will ensure that its GA4 accounts and/or any other Third Party Software are not transmitting or allowing Boland Software to access or obtain any Regulated Data at all times during the Term of this EULA or thereafter.
5. End User agrees that Boland is not and shall not be considered a ”Data Processor” as that term is defined by the GDPR. End User agrees that it is End User’s sole responsibility to ensure it a) installs, integrates, operates and uses Boland Software in a manner in accordance with all applicable consumer privacy and/or data protection laws; and b) transmits, collects, processes and retains all consumer and/or website visitor data, including Regulated Data, in a manner which complies with all applicable consumer privacy and/or data protection laws. End User agrees to accept all risks and liabilities associated with the collection, processing and retention of any consumer or website visitor data, including any Regulated Data, and Boland shall bear no risk or liability whatsoever in connection with any Regulated Data collected, processed or transmitted via Boland Software by End User or otherwise obtained by End User.
6. 9.3. Use of Data. End User expressly acknowledges and agrees that it shall not use Boland Software to collect or obtain any consumer or website visitor data for the purposes of selling or marketing such data.
7. 9.4. Notice. End User agrees to immediately notify Boland in writing of any violation or breach of this Section 9 or the obligations and limitations on use herein, and End User shall further take all reasonable steps to immediately cure or remove such breach or violating use. Should End User fail to provide such written notice to Boland and/or cure such violation within a reasonable time after End User learned or should have learned of same, Boland shall have the right to terminate this EULA and all licenses granted to End User hereunder, as well as seeking any other available legal remedies or relief.

1. 10. CONFIDENTIAL INFORMATION.
1. 10.1. “Confidential Information” means any non-public, confidential or proprietary information in any and all forms disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) from time to time and as a result of or pursuant to this EULA, including without limitation, Disclosing Party’s trade secrets, drawings, inventions, know-how, source code, object code, software (including but not limited to Boland Software), designs, templates, features, capabilities, components, dashboards, strategy, prototypes, methods, analytics, research, product plans, products, customer lists, software, applications, developments, inventions, processes, designs, forms, drawings, engineering, software or application configuration, marketing materials or finances, as well as information which has been identified either verbally or in writing as being proprietary or confidential or which is of such a nature that the Receiving Party should reasonably understand that the Disclosing Party considers such information to be proprietary or confidential irrespective of whether such information is labeled or otherwise identified as proprietary or confidential, and other information relating to the business of the Disclosing Party or its products or services or any confidential third party materials or information intended to be licensed or used by Disclosing Party. Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
2. 10.2. Non-Use and Non-Disclosure of Information. The Parties agree as follows to the extent they receive or obtain Confidential Information pursuant to or as a result of this EULA: (i) The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by EULA; (ii) to hold, maintain and protect the confidentiality of any such Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party; and (iii) to not disclose any Confidential Information of the other Party to any third parties. The Parties further agree that each Receiving Party shall take commercially reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party and shall promptly notify the Disclosing Party of any misuse or misappropriation of Confidential Information of which it becomes aware. Neither Party shall reverse engineer, disassemble, or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information, and which are provided to the Party hereunder. The Disclosing Party will be entitled to injunctive relief for any violation of this Article 10, without having to post bond or establish the insufficiency of a remedy at law.
3. 10.3. Return of Materials. Upon termination or expiration of this EULA, or upon the written request of a Disclosing Party, each Receiving Party will promptly return to the Disclosing Party, or, at the Disclosing Party’s written direction, destroy or permanently delete all documents, files or materials which representing or contain the Disclosing Party’s Confidential Information, and all copies thereof. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this subsection.
4. 10.4. No Property Rights. Each Receiving Party recognizes and agrees that nothing contained in this EULA will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Disclosing Party shall retain all right, title and interest in and to its Confidential Information. Neither Party may use the name, trade name, trademark, logo, acronym or other designation of the other in connection with any press release, advertising, publicity materials or otherwise without the prior written consent of the other Party.

1. 11. DISCLAIMERS; LIMITATION OF LIABILITY.
1. 11.1. NO WARRANTY. END USER AGREES TO USE BOLAND SOFTWARE SOLELY AT THE END USER’S OWN RISK. BOLAND SOFTWARE IS PROVIDED “AS-IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND ‒ INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOLAND MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING BOLAND SOFTWARE OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AS WELL AS ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
2. BOLAND SHALL NOT BE RESPONSIBLE FOR ENSURING AND DOES NOT REPRESENT OR WARRANT THAT: (I) BOLAND SOFTWARE WILL MEET END USER’S BUSINESS REQUIREMENTS; (II) BOLAND SOFTWARE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN BOLAND SOFTWARE CAN BE FOUND OR CORRECTED. BOLAND WILL NOT BE RESPONSIBLE FOR: (A) LOSS OR CORRUPTION OF DATA; OR (B) THE INABILITY OF END USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET. BOLAND ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN BOLAND SOFTWARE OR INTERRUPTIONS IN SERVICE.
3. BOLAND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT END USER’S USE OF BOLAND SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. END USER IS SOLELY RESPONSIBLE FOR ENSURING THAT END USER’S USE OF AND ACCESS TO BOLAND SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.
5. 11.2. Installation. End User acknowledges and agrees that End User is solely responsible for installing and operating Boland Software on its Authorized Domain(s).
6. 11.3. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY’S AGGREGATE TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY.
7. 11.4. NO LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL BOLAND, ITS EMPLOYEES, MEMBERS, AGENTS, OR THIRD PARTY SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR DATA USE INCURRED BY THE END USER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF BOLAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION. The foregoing limitations will apply even if the above stated warranty fails of its essential purposes. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages so the above limitation may not apply.
2. 11.5. Exclusions. The limitations set forth above shall not apply to End User’s liability arising from (i) the indemnification obligations in Section 12; (ii) End User’s violation of or failures to comply with any of its obligations under Section 9; or (iii) End User’s violation or misappropriation of Boland’s Confidential Information or ownership rights.

1. 12. INDEMNIFICATION BY END USER. End User agrees to defend, indemnify, and hold Boland, its affiliates, shareholders, directors, officers, employees, and authorized agents (“Boland Indemnified Persons”) harmless, from any third party claims, liabilities, counterclaims, suits, demands, actions, damages, (including, but not limited to, any judgement, arbitration award or court approved settlement and reasonable attorneys’ fees) which arises out of or relates to End User’s use of Boland Software; provided, however, that End User shall obtain the express prior written approval of Boland for any settlement that requires any specific performance or non-pecuniary remedy by Boland Indemnified Persons, requires the payment of any amount by Boland Indemnified Persons or does not provide an unconditional release to Boland Indemnified Persons, further provided that Boland is promptly notified of any and all such claims, and given sole control over the defense and/or settlement thereof, and all reasonably requested assistance (at End User’s expense) in connection therewith. Boland may retain its own counsel, at its own expense, subject to End User’s rights herein.
1. 12.1. End User agrees to defend, indemnify, and hold the Boland Indemnified Persons harmless from any claims, liabilities, counterclaims, suits, demands, actions, damages, (including, but not limited to, any judgement, arbitration award or court approved settlement and reasonable attorneys’ fees) which arise out of or relate to End User’s use of Boland Software to access, create, generate or use any Regulated Data, End User’s violation of any data security or data privacy laws, any breaches or failures by End User to reasonably protect its data or data generated by End User’s GA4 account or any Third Party Software, as well as any other violation or breach by End User of its obligations under Section 9.

1. 13. ACKNOWLEDGEMENTS. Each Party represents and affirms that: (a) it has full power and authority to enter into and perform this EULA and this EULA is the valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (b) that it will perform its obligations or exercise its rights hereunder in conformance with all applicable laws, rules, regulations and guidelines, including, without limitation, those related to privacy and data security.
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1. 14. ASSIGNMENT. End User may not assign any of its rights under this EULA to any third party without the express written permission of Boland.
1. 15. TERMINATION OF EULA AND LICENSES. This EULA and any licenses granted herein may be terminated as follows:
1. 15.1. By End User at any time and for any reason or no reason at all by cancellation of any and all applicable Software Subscription Plans which End User is enrolled in and as set forth in Section 7.2 of this EULA, in such case this EULA, all licenses granted herein and all access to and use of Boland Software by End User hereunder shall terminate at the close of the current Renewal Period or, if such written notice is received after End User is charged for the next Billing Cycle, upon the close of the immediately forthcoming Renewal Period. The Parties hereby agree that End User’s cancellation of its Software Subscription Plan without selection of a new subscription plan which covers the applicable Boland Software and in accordance with Section 7.2 of this Agreement shall constitute End User’s termination for the purposes of this Section 15.1; or
2. 15.2. By Boland for any reason or no reason at all immediately upon five (5) days’ written notice to End User, in such case the EULA, all licenses granted herein and all access to and use of Boland Software by End User hereunder shall terminate at the close of the current Renewal Period or, if such written notice is received after End User is charged for the next Billing Cycle, upon the close of the immediately forthcoming Renewal Period. Additionally, Boland has the right to immediately terminate this Agreement upon written notice to End User if End User materially breaches this Agreement or any term thereof. The Parties agree that “material breach” includes, but is not limited to, (i) End User’s failure to make a required payment; or (ii) End User’s breach of any of the provisions set forth under Sections 3, 4, 5, 6, 7, 8, 9 or 10 of this EULA. In the event of an immediate termination pursuant to this Section 15.2, the EULA, all licenses granted herein and all access to and use of Boland Software by End User hereunder shall terminate upon End User’s receipt of Boland’s written termination notice.
3. 15.3. Effect of Termination. In the event either Party elects to terminate this Agreement in accordance with this Section 15, the following shall occur upon the date of which such termination takes effect: (i) all licenses being provided herein will terminate immediately; (ii) End User shall immediately lose access to and shall cease any use of any Boland Software received hereunder; and (iii) End User shall remove and delete any Boland Software or copies thereof in its possession, custody or control, including but not limited to removing any Boland Software from End User’s websites.
4. 15.4. Rights and Obligations Upon Expiration or Termination. Termination shall not relieve End User of the obligation to pay any amounts accrued and/or payable to Boland prior to the effective date of termination. Without limitation, the Parties agree that all provisions of this Agreement that should, by their nature, survive termination of this Agreement shall survive termination of this Agreement.
1. 16. DISPUTE RESOLUTION. This EULA will in all respects be governed by and construed and interpreted in accordance with the laws of the State of Florida without regard to choice of law rules. Any claim or dispute associated with or arising out of this EULA must be resolved exclusively by the state courts having jurisdiction in Duval County, Florida, or the U.S. District Courts located in the State of Florida, where federal jurisdiction exists. The Parties agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes. The Parties waive any objection to the laying of venue for any suit, action, or proceeding in such courts. The substantially prevailing Party in any action will be entitled to recover its costs and attorneys’ fees from the non-prevailing Party.
1. 17. NO WAIVER. No waiver of any provision of this EULA or of a breach thereof will be effective unless expressed in a writing signed by the waiving Party. The waiver by any Party of any of the provision of this EULA or of a breach thereof will not operate or be construed as a waiver or breach of any other provision.
1. 18. INTEGRATION; AMENDMENT. This EULA constitutes the Parties’ entire agreement with respect to the subject matter hereof and supersedes any and all prior written or oral understandings, negotiations, and agreements with respect to the subject matter hereof. This EULA may be modified only by a writing signed by both Parties.
1. 19. SEVERABILITY. If any provision of this EULA or the application thereof shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be severable, this EULA shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this EULA; and, the remaining provisions of this EULA shall remain in full force and effect.
1. 20. SURVIVAL. The Parties agree that all provisions of this EULA that should, by their nature, survive termination of this Agreement shall survive termination of this EULA and remain in full force and effect thereafter.
1. 21. ADDITIONAL DOCUMENTS. The Parties agree to execute such additional documents and take such additional actions as may be reasonably required in order to carry out the purpose and intent of this EULA or to evidence anything contained herein.