This Taxonics End User License Agreement (“Taxonics EULA”) is a legally binding agreement. Please read it carefully. By clicking “I Agree,” you agree to the terms in this Taxonics EULA on your behalf and on behalf of the Taxonics customer who has registered an account for Taxonics, and with which you are employed, affiliated or associated (“Customer”). You represent that you have authority to bind the Customer to these terms and agree to become an authorized user for Taxonics.

This Taxonics EULA is entered into as of the date Customer clicks “I accept” (the “Effective Date”) and is an agreement by and between Taxonics, Inc. having its registered address at 800 W Broad St #7005, Falls Church, VA 22040 (“Taxonics”). This Taxonics EULA contemplates Customer’s subscription to the Taxonics Platform (the “Platform”) and incorporates the Taxonics Website Terms of Use of the Taxonics Website, and the Taxonics Privacy Policy. Taxonics and Customer are referred to collectively as the “Parties.” By clicking “I Accept” to this Taxonics EULA, Customer agrees to be bound by all the terms and conditions contained herein, including the Taxonics Terms and Conditions and Taxonics Privacy Policy.

  1. SUBSCRIPTION & RESTRICTION TERMS

    1. Subscription. Customer is subscribing to use the Platform as software as a service (SaaS). Subject to Customer’s compliance with its obligations under this Taxonics EULA, Taxonics hereby grants Customer a non-exclusive, limited, revocable, non-transferable and non-sublicenseable license to access the Platform only: (a) during the Term, (b) internally for Customer’s own internal business purposes and not for resale or license to third parties, (c) by up to the authorized number of users, (d) subject to any applicable usage allowances, and (e) in accordance with any additional Software rights and limitations specified in the Taxonics Website Terms and Conditions.

    2. APIs and SDKs. The Platform may include or require the use of certain application programming interfaces (“API”) or software development kits (“SDK”). Taxonics hereby grants to Customer a non-exclusive, limited, revocable, non-transferable and non-sublicenseable license to use such API or SDK solely for the purpose of exercising Customer’s rights granted for the Platform under the Taxonics EULA.

    3. Restrictions. Customer will not directly or indirectly, nor authorize any of its representatives or any third party to, do any of the following: (a) copy, modify or create derivative works of the Taxonics Materials or Platform, (b) unless otherwise authorized by an officer of Taxonics in writing, publish, sublicense, sell, resell, rent, lease, market or distribute the Taxonics Materials, data or Platform, or otherwise make the Platform available to anyone other than its authorized users; (c) reverse engineer, decompile, disassemble or otherwise attempt to gain access to the source code form of the Taxonics Materials or Platform; (d) use the Platform in violation of any applicable law, including export, intellectual property, libel, and privacy laws; (e) remove any proprietary notices from the Taxonics Materials, Platform, or any other materials made available by Taxonics; (f) use or access the Platform or Taxonics Materials in order to build a competitive product or service; (g) interfere with or disrupt the integrity or performance of the Platform or any data contained therein; (h) attempt to gain unauthorized access to the Platform or its related data, systems or networks; or (i) perform vulnerability, load or any other testing of the Platform without Taxonics’s prior written consent. Customer is responsible for each User’s use of the Platform and compliance with the terms of the Taxonics EULA.

    4. Third Party Products. The Platform may contain data provided by a Taxonics third-party service provider or third-party product (each a “Third-Party Product”) including but not limited to Regrid. Any use of a Third-Party Products is subject to additional usage restriction terms and conditions governing such Third-Party Products, and Customer shall comply with such terms and conditions all as may be found at the following URL: https://taxonics.com/subscription-terms

    5. Modifications. The Platform may be modified by Taxonics. Taxonics will inform Customer of modifications by email, the support portal, or release notes, as may be applicable. Modifications may include optional new features, which Customer may use subject to the Taxonics EULA.

    6. No Other Rights. Except as expressly set forth in the Taxonics EULA, no additional rights are granted to Customer. Taxonics hereby reserves all rights not expressly granted to Customer under the Taxonics EULA

  2. PAYMENT

    1. Fees and Expenses. Customer will pay the applicable Fees specified in an Order in accordance with the payment terms and invoicing schedule identified in the Order. All Fees are exclusive of any Taxes. Customer will also reimburse Taxonics for any expenses as specified in the SOW or otherwise authorized by Customer in writing (including via email). Unless otherwise specified in the Agreement or invoice, all payments by Customer to Taxonics under the Agreement are due and payable within 30 calendar days of the invoice date. All money amounts set forth herein are expressed in, and all payments to be made hereunder will be made in, United States dollars, unless otherwise specified by Taxonics. All payments are non-refundable and all Fees are non-cancellable.

    2. Past Due Invoices. If any payment is not made when due, interest will begin to accrue and be payable at the lesser of the maximum rate permitted under applicable law or 1.5% per month, accrued from the date due until paid in full. If any amount owed by Customer under the Agreement is 10 days or more overdue, Taxonics may, without limiting Taxonics’s other rights and remedies, accelerate Customer’s unpaid Fee obligations under the Agreement so that all such obligations become immediately due and payable, and suspend any provision of the Taxonics Offerings to Customer until such amounts are paid in full. If payment is not made within 30 calendar days, Taxonics reserves the right to terminate all users subject to this agreement.

    3. Taxes. All fees, to the extent applicable, are exclusive of any Taxes. Customer will pay to Taxonics an amount equal to any Taxes arising from or relating to the Platform, including sales, service, use or value added taxes, which are paid by or are payable by Taxonics. If Customer is required under any applicable law or regulation to withhold or deduct any portion of the payments due to Taxonics, then the sum payable to Taxonics will be increased by the amount necessary so that Taxonics receives an amount equal to the sum it would have received had Customer made no withholdings or deductions.

    4. Verification of Use. Taxonics has the right to audit Customer’s use of the Platform during the term of the Taxonics EULA and for 6 months thereafter.

    5. Suspension. Taxonics reserves the right to suspend access to, and provision of, the Platform provided to Customer if: (a) Customer is delinquent on any payment obligations for more than 30 days following written notice of late payment; (b) Taxonics reasonably believes that suspension of the Platform is necessary to comply with the law or requests of governmental entities; or (c) Taxonics reasonably determines that Customer’s use of the Platform in violation of this Taxonics EULA poses any security or vulnerability risk to Taxonics, its other customers, or the Platform. Customer is only responsible for fees during the period of suspension if the underlying cause was Customer’s breach of the Taxonics EULA. Taxonics will endeavor to give advance notice of the suspension, to the extent it is able, taking into account the nature of the underlying cause. Taxonics will restore access to the suspended Platform promptly after the underlying cause of suspension is mitigated.

  3. DISCLAIMER OF WARRANTIES

    1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS TAXONICS EULA, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TAXONICS DOES NOT WARRANT THAT THE PLATFORM, ANY TAXONICS MATERIALS, ANY DATA WITHIN THE PLATFORM, OR ANY THIRD-PARTY DATA WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS OR THAT THE PROVISION OF THE PLATFORM WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, OR ERROR-FREE. FURTHER, TAXONICS DOES NOT WARRANT THAT ALL ERRORS IN THE PLATFORM ARE CORRECTABLE OR WILL BE CORRECTED. CUSTOMER AGREES THAT ITS PURCHASE OF PLATFORM SUBSCRIPTION(S) IS NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, NOR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY TAXONICS WITH RESPECT TO FUTURE FUNCTIONALITY, FEATURES OR PRODUCT ROADMAPS. CUSTOMER AGREES AND UNDERSTANDS THAT DATA FOUND IN THE PLATFORM DOES NOT IMPLY ANY WRONGDOING OR VIOLATION OF LAW ON BEHALF OF THE DATA SUBJECT.

  4. INTELLECTUAL PROPERTY

    1. Taxonics Ownership. As between the parties and except for the limited express license granted to Customer under the Taxonics EULA, Taxonics retains ownership of all rights, title and interest, including all related Intellectual Property Rights, in and to the Platform and the Taxonics Materials. As used in this Taxonics EULA, “Taxonics Materials” shall mean means information, know-how, data, data sets, algorithms, software and other computer programs (in source code, object code or any other format), technical information, specifications, configuration information, methods, procedures, techniques and protocols within, utilized by, or related to the Platform.

  5. CONFIDENTIALITY.

    1. “Confidential Information” means and includes any software, data, technical, business, financial, operational, customer, vendor or other information disclosed or provided by one party or any of its representatives to the other party or any of its representatives, whether before or after the Effective Date, whether in writing, orally, visually (or other non-tangible format) or any other means. The Software (in source code, object code or any other format), SaaS Services, Taxonics Materials, and any Documentation, release notes, collateral materials, operating instructions and information provided by Taxonics will be considered Taxonics’s Confidential Information. Confidential Information does not include information that: (a) was or becomes available to the Recipient on a nonconfidential basis from a source other than the Discloser or its representatives; provided that such source is not bound by any confidentiality Taxonics EULA with, or other contractual, legal or fiduciary obligation of secrecy to Discloser; (b) at the time of disclosure or thereafter is or becomes available to and widely known by the public as to be reasonably regarded as public information, other than as a result of disclosure by Recipient or any of its representatives in breach of the Taxonics EULA; (c) is developed by Recipient independently of any disclosure hereunder or reference to Discloser’s Confidential Information, as evidenced by Recipient’s records, and without violating any of Recipient’s obligations under the Taxonics EULA; or (d) is disclosed by Recipient with Discloser’s prior written express approval.

    2. The receiving party (“Recipient”) will maintain all of the disclosing party’s (“Discloser”) Confidential Information in confidence and will protect such information with the same degree of care that Recipient exercises with its own Confidential Information, but in no event less than a reasonable degree of care. Recipient will not use Discloser’s Confidential Information except to carry out its rights and obligations under the Taxonics EULA. Recipient will not divulge Discloser’s Confidential Information (or any information derived therefrom) to any third party except to representatives of Recipient, and will limit access to and use of any of Discloser’s Confidential Information to those representatives of Recipient who have a need to use the information to exercise Recipient’s rights under or perform under the Taxonics EULA, and who are subject to a contractual, professional or other obligation to keep such information confidential that is no less protective of Discloser than this Section 5. Each party is responsible for any violation of this Section 5 by its representatives.

  6. TERM AND TERMINATION

    1. Term. The term of the Taxonics EULA begins on the Effective Date and will remain in effect for a year the (“Initial Term”). At the expiration of the Initial Term, this Taxonics EULA shall automatically renew for additional one-year periods, unless Taxonics or Customer provides written notice of non-renewal, upon which the Taxonics EULA shall terminate and Customer’s access to the Platform shall be removed.

    2. Termination. Either Party may terminate this Taxonics EULA, which shall result in immediate removal of Customer’s access to the Platform, upon written notice to the other Party.

    3. Effect of Termination. The termination or expiration of the Taxonics EULA for any reason will not affect either party’s rights or obligations that expressly or by their nature continue and survive (including the payment terms and the provisions concerning ownership, confidentiality, limitation on liability, indemnity and warranty disclaimers). Further, each party as Recipient will either return or destroy any and all Confidential Information of the Discloser, and all copies thereof, at the direction of the Discloser and provide written proof of same upon the Discloser’s reasonable request.

  7. INDEMNIFICATION

    1. Taxonics Obligations. Taxonics will, at its own cost and expense, defend Customer against any cause of action, claim, suit or proceeding (each a “Claim”) made or brought against Customer by a third party to the extent the Claim alleges that Customer’s permitted use of the Platform infringes or misappropriates any copyright, trade secret or any patent issued in the U.S., Canada or the European Union of a third party, and indemnify Customer for any damages finally awarded against Customer, or agreed upon by Taxonics in settlement, and incidental costs reasonably incurred by Customer in connection with the Claim. If a Claim under this Section 7.1 is brought or threatened, or Taxonics believes is likely to occur, Taxonics may, at its option, (a) procure for Customer the right to use the Platform, or (b) replace the Platform with non-infringing products that are functionally equivalent in all material respects, or (c) if neither option (a) nor option (b) can be accomplished despite Taxonics’s commercially reasonable efforts, then Taxonics may terminate the Orders with respect to the Platform, as applicable, and upon cessation of use of the Platform as applicable, issue a pro-rata refund or credit to Customer for any prepaid Fees corresponding to the remaining Order Term of the Platform, as applicable, after the date of termination. Taxonics will have no liability under the Taxonics EULA or otherwise to the extent a Claim is based upon (i) use of the Platform in combination with software, hardware or technology that is not reasonably necessary to use the Platform and not provided by or specified by Taxonics, if infringement would have been avoided in the absence of the combination, (ii) modifications to the Platform not made by or for Taxonics, if infringement would have been avoided by the absence of the modifications, or (iii) Customer’s use of the Platform in violation of the Taxonics EULA.

    2. Customer Obligations. Customer will, at its own cost and expense, defend Taxonics against any Claim made or brought against Taxonics by a third party, to the extent arising out of or attributable to (a) Customer’s use of the Platform or data in violation of the Taxonics EULA, or (b) any decision or action taken by Customer based on the Platform or results generated by their use, and indemnify Taxonics for any damages finally awarded against Taxonics, or agreed upon by Customer in settlement, and incidental costs reasonably incurred by Taxonics in connection with the Claim.

    3. Indemnity Process. The indemnified party must (a) notify the indemnifying party promptly in writing of the Claim, setting forth in reasonable detail the facts and circumstances surrounding the Claim; (b) give the indemnifying party sole control of the defense of the Claim and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of the indemnifying party to defend the Claim; and (c) cooperating and, at the indemnifying party’s request and expense, assisting in such defense. However, the indemnifying party shall not settle any Claim without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases the indemnified party of all liability, and imposes no obligations or restrictions on the indemnified party. The indemnified party may engage counsel of its choice at its own expense.

  8. LIMITATION ON LIABILITY

    1. Limitation on Liability. EXCEPT AS PROVIDED IN SECTION 8.3 BELOW AND FOR FEES DUE BUT UNPAID, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THE TAXONICS EULA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF EITHER (I) ONE THOUSAND DOLLARS OR (II) THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO TAXONICS IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO SUCH LIABILITY OCCURRED. THE LIMITATIONS CONTAINED IN THIS SECTION 8 APPLY IN SPITE OF ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE TAXONICS EULA OR ANY LIMITED REMEDY HEREUNDER. THIS IS AN AGGREGATE LIMITATION AND MULTIPLE CLAIMS WILL NOT EXPAND IT.

    2. Exclusion of Consequential and Related Damages. EXCEPT AS PROVIDED IN SECTION 8.3 BELOW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, DATA OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN SPITE OF ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE TAXONICS EULA OR ANY LIMITED REMEDY HEREUNDER.

    3. Exclusions to Sections 8.1 and 8.2. NOTWITHSTANDING THE LIMITATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 ABOVE, IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER PARTY BE LIMITED FOR (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, (B) CUSTOMER’S BREACH OF THE LICENSE GRANT(S) OR RESTRICTIONS IN SECTIONS 1 OR (C) CLAIMS ARISING OUT OF EITHER PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

  9. MISCELLANEOUS

    1. Governing Law and Dispute Resolution. This Taxonics EULA shall be governed by, and construed and enforced in accordance with, the laws of Virginia without regard to conflict of laws principles. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the Virginia for the resolution of all disputes under, arising from or relating to this Taxonics EULA, its performance or otherwise between the Parties, and both Parties agree that they shall not contest venue in such courts.

    2. Assignment. Customer shall not assign or transfer (whether by merger, operation of law or otherwise) the Taxonics EULA, in whole or in part, without Taxonics’s prior written consent, such consent not to be unreasonably withheld. A change of control of Customer will be deemed an assignment for purposes of this Section. Taxonics may assign or transfer its rights and delegate its obligations under the Taxonics EULA, without Customer’s consent, to an affiliate or pursuant to a corporate reorganization, merger, acquisition or sale of all or substantially all of its assets to which the Taxonics EULA relates. Any attempted assignment or delegation in violation of the foregoing is void. The Taxonics EULA is binding upon the parties and their successors and permitted assigns.

    3. Marketing. Taxonics may include and use Customer’s name, trademarks, logos and designs on a list of customers and may refer to Customer as a user of the Platform in its advertising, marketing, promotional and investor materials.

    4. U.S. Government Users. If Customer is an agency, department, or other entity of the United States government (“U.S. Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, manuals, or any technical specifications, or any related documentation of any kind, including technical data (for the purposes of this Section, “Software and documentation”), is restricted in accordance with Federal Acquisition Regulation (FAR) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202 for military agencies. The Software and documentation are commercial computer software and commercial computer software documentation. The use of the Software and documentation is further restricted in accordance with the terms of the Taxonics EULA, or any modification thereto.

    5. Remedies. The parties agree that money damages are not a sufficient remedy for any breach or anticipated breach of Section 1 (Usage Rights and Restrictions), Section 7 (Intellectual Property) and Section 8 (Confidentiality) or any other provisions of the Taxonics EULA which may cause either party irreparable injury or may be inadequately compensable in monetary damages. Accordingly, each party is entitled to seek specific performance, injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of proving irreparable harm or posting bond and without waiving any other remedies at law or in equity which may be available in the event of any action to enforce such provisions.

    6. No Third-Party Beneficiaries. No provision of the Taxonics EULA is intended nor will be interpreted to provide or create any third-party beneficiary rights or any other rights of any kind in any third party, affiliate or subsidiary, and all provisions hereto are solely between Taxonics and Customer.

    7. Notices. Unless otherwise provided herein, any notice, request, or other communication will be given in writing under the Taxonics EULA and will be deemed to have been given by either party to the other party (a) upon the date of receipt, if hand delivered, (b) two business days (five business days for international addresses) after deposit in the U.S. mail if mailed to the other party by registered or certified mail, properly addressed, postage prepaid, return receipt requested, (c) one business day (two business days for international addresses) after deposit with a national express courier for next business day delivery (three business days for international addresses), or (d) upon the date of electronic confirmation of receipt of a facsimile or email transmission. Notices to (i) Taxonics will be sent to having its registered address at 1201 I Street NW, Suite 200, Washington, DC and (ii) Customer will be sent to Customer’s primary address and contact provided to Taxonics in the Taxonics registration process, or at such other address as given by either party to the other in writing.

    8. Compliance with Law. Customer and Users will use the Platform in compliance with the requirements of the Taxonics EULA and all applicable law. Without limiting the foregoing, Customer acknowledges that the Platform, and related technical data received from Taxonics may be subject to U.S. export and import controls. In using the Platform, and related technical data, Customer will comply with all applicable laws, and shall not commit any act that, directly or indirectly, would violate any United States law, regulation or order, including tax, export and foreign exchange laws, import controls, and export controls. Additionally, Customer agrees that the Platform, and related technical data are not to be used, acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor used for nuclear activities, chemical or biological weapons, or missile projects unless authorized by the U.S. Government.

    9. Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under the Taxonics EULA due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, pandemic, governmental act or failure or degradation of the Internet. The delayed party shall give the other party notice of the force majeure, the anticipated impact of the force majeure on the affected party’s performance, and use commercially reasonable efforts to correct its failures or delays in performance.

    10. Entire Agreement. The Taxonics EULA constitutes the entire agreement of the parties with respect to the subject matter hereof. The Taxonics EULA supersedes all prior or contemporaneous negotiations, representations, promises, and agreements concerning the subject matter herein whether written or oral. The term “includes”, “including” and the like means “including without limitation”. Waiver: A waiver of any breach of the Taxonics EULA is not deemed a waiver of any other breach. Severability: If any provision of the Taxonics EULA is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Taxonics EULA.