BY EXECUTING AN ORDER (AS DEFINED BELOW) WITH SAM360’S AUTHORIZED PARTNER (“PARTNER”) THAT REFERENCES THIS END USER LICENSE AGREEMENT (“EULA”), OR BY OTHERWISE ORDERING OR USING THE PRODUCTS (DEFINED BELOW) THROUGH A PARTNER, THE CUSTOMER NAMED IN THE APPLICABLE ORDER OR THE ENTITY OTHERWISE ACCESSING OR USING THE PRODUCTS (“CUSTOMER”) AND THE SAM360 COMPANY ENTITY IDENTIFIED IN SECTION 16 HEREIN (“SAM360”) AGREE TO THE TERMS OF THIS EULA. THIS EULA IS EFFECTIVE AS OF THE DATE THE ORDER REFERENCING THIS EULA IS EXECUTED, OR AS OF THE EARLIER DATE CUSTOMER OTHERWISE ORDERS OR USES THE PRODUCTS (THE “EFFECTIVE DATE”).

Customer and Sam360 may be referred to herein individually as a “Party” and collectively as the “Parties.” An “Affiliate” of a Party means any legal entity that directly, or indirectly, controls or is controlled by, or is under the common control of such Party. Each individual executing an Order represents and warrants that she/he is duly authorized and has full authority to execute this EULA on behalf of the respective Party.

1. Scope. This EULA sets forth the terms on which Customer may purchase through a Partner, and Sam360 will provide to Customer through a Partner, (a) Subscription to Sam360’s online SAM platform, and (b) Sam360’s software to be installed on Customer’s hardware (“Local Software”) (collectively the “Products”). The Products are further described in standard documentation, created and provided by Sam360, which accompany the Products (“Documentation”).
2. Orders. Customer may execute an order with a Partner (each an “Order”) which will describe the (a) Edition, (b) length of Customer’s right to use, or license to, the Product (“Service Term”), (c) quantity, endpoints, and other usage parameters (“Usage Parameters”), (d) pricing and fees (“Fees”) and (e) other relevant details.
3. Grant of Right and License. Subject to the terms of this EULA and in accordance with the applicable Order, Sam360 grants Customer a worldwide, nonexclusive, revocable (only as set forth in Section 10 (Term and Termination)), non-transferable, non-sublicensable right and license to use the Product within the Usage Parameters during the Service Term for Customer’s internal business purposes. Customer may permit third-parties and Customer’s Affiliates to use the Products solely for Customer’s or the Affiliates’ internal business purposes in accordance with this EULA and Customer shall be fully liable for such use.
4. Prohibited Conduct. Customer must not, and must not knowingly allow any third party to: (a) reproduce, distribute, modify, time-share, license, sublicense, rent, lease, sell, transfer, or otherwise make available to any unauthorized third party any Product; (b) reverse engineer, decompile, disassemble, extract, or otherwise derive or attempt to derive the source code of any Product (except and only to the extent applicable law allows even when this EULA does not); (c) defeat or attempt to defeat any security mechanism of any Product; (d) remove, obscure, or alter any trademark or copyright, confidentiality or other rights notice or legend appearing on or in any Product or other materials provided or made available by Sam360; (e) use or view any Product for the purpose of competing with Sam360; or (f) use any Product in any manner that does not comply with this EULA or applicable laws and regulations.
5. Accounts. Customer is responsible and liable for all access to and use of the Products occurring under Customer’s accounts or logins. Customer must notify Sam360 immediately of any unauthorized use of the Products or any other actual or suspected breach of security regarding the Products of which Customer becomes aware.
6. Support. PARTNER is Customer’s first line of support for all technical issues relating to the Sam360 service.
   • In addition, Sam360 operates a forum style support portal (http://www.sam360.com/support) where customers can post support questions publicly. Whilst endeavouring to respond to all questions within 1 business day, this service does not come under the Sam360 support SLA. Sam360 reserves the right to update, modify or withdraw this service in the future.
   • In exceptional circumstances, PARTNER may escalate Customer’s support issue to the Sam360 technical support team. In these cases, Sam360 may respond to support requests by remote diagnosis, where appropriate, subject to Customer providing the required access, in a manner agreed by the parties. In order to assist Sam360 in the provision of the Support Services, Customer will use all commercially reasonable endeavours to provide
     • reasonable and necessary information to enable Sam360 to diagnose errors in the Service including test cases for reproduction of the problem
     • suitably trained personnel available to assist Sam360 (acting reasonably) in diagnosis and resolution of the problem and to implement any workarounds/solutions which may be delivered (as agreed between the parties).
   • In respect of critical errors in the Service, Sam360 will use its reasonable efforts to respond to Customer within one business day with details of a fix, temporary fix or bypass procedure.
   • Customer will implement any error corrections supplied by Sam360 within a reasonable time of being requested to do so. Sam360 may deploy updates to the Service including software agents to address critical and non-critical errors. Customer can opt out of certain updates by informing Sam360 in writing.
7. Payment. All Fees for the Products will be paid by Customer to the Partner in accordance with the Order. If any refunds are required to be provided by Sam360 to Customer under this EULA, such refund will be paid by Sam360 to Customer through the Partner.
8. Proprietary Rights.
   • Sam360’s. Except for the rights expressly granted to Customer in this EULA, all intellectual property or other proprietary rights, title or interest in and to the Products, including without limitation, all copyrights, modifications, know-how, techniques, enhancements and derivatives thereof, are and remain solely owned by Sam360 and Sam360’s respective licensors. All rights not expressly granted to Customer are reserved by Sam360 and its licensors.
   • Customer’s. As between the Parties, Customer retains all rights, title, and interest in and to any data and content provided or uploaded by Customer to the Products (“Customer Content”). Customer grants to Sam360 a nonexclusive right and license to copy, store, transmit and otherwise use the Customer Content during the EULA Term solely as necessary for Sam360 to fulfil its obligations under this EULA and in accordance with applicable data privacy laws.
   • Aggregated Data. Customer understands and agrees that Sam360 may collect and use aggregated and deidentified data derived from Customer’s use of the Products solely to provide and improve the Products.
9. Mutual Confidentiality.
   • Defined. “Confidential Information” of a Party means any and all information disclosed by a Party or its Affiliates (“Discloser”) to the other Party or its Affiliates (“Recipient”) that is either identified as confidential at the time of disclosure or is information which Recipient knows, or reasonably should have known, is confidential. Confidential Information includes, but is not limited to, technical and non-technical data, marketing and promotional information, Products, software programs and code (regardless of form or language), methods, techniques, strategies, processes, customer, employee and supplier information, trade secrets, distribution methods, and pricing and financial data. Customer’s Confidential Information includes Customer Content. Notwithstanding the foregoing, Confidential Information does not include information if and only to the extent the Recipient establishes that the information: (i) is or has become part of the public domain through no act or omission of the Recipient; (ii) was already in the Recipient’s lawful possession prior to disclosure hereunder, without obligations of confidentiality; (iii) was rightfully communicated to the Recipient, without obligations of confidentiality, by a third party not bound by confidentiality obligations with respect thereto; or (iv) was independently developed by the Recipient without use of the other Party’s Confidential Information. As between the Parties, all Confidential Information shall be and remains the property of the Discloser.
   • Restrictions. Recipient agrees that it will: (i) hold in confidence and not disclose to any third party any Confidential Information of Discloser; (ii) protect such Confidential Information with at least the same degree of care that Recipient uses to protect its own Confidential Information, but in no case less than reasonable care; (iii) use the Discloser’s Confidential Information for no purpose other than as provided herein; (iv) limit access to Discloser’s Confidential Information to those of Recipient’s employees or authorized representatives having a need-to-know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein; and (v) immediately notify Discloser upon discovery of any loss or unauthorized disclosure of Discloser’s Confidential Information.
   • Legal Disclosure. Recipient may disclose Confidential Information to the extent such disclosure is required (i) by a valid court order or other governmental body having jurisdiction, provided that Recipient gives Discloser reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Discloser in obtaining, a protective Order; or (ii) to establish or enforce such Party’s rights under this EULA.
   • Return. Upon termination or expiration of this EULA or the request of the other Party, Recipient must return or destroy all Discloser’s Confidential Information then in Recipient’s possession or control; provided, however, that if any Confidential Information is held in Recipient’s archives or back-up systems, the Confidential Information will be allowed to expire and be deleted or destroyed in accordance with Recipient’s commercially reasonable archiving or backup policies. Recipient’s confidentiality obligations under this Section 9 (Mutual Confidentiality) shall continue for a period of 5 years after termination or expiration of this EULA.
10. Evaluation. If an Order specifies the Product, is being provided as a trial, evaluation, or proof of concept, then the following shall apply and take precedence over any provision in this EULA to the contrary: (a) Sam360 grants Customer a worldwide, nonexclusive, revocable, non-transferable, non-sublicensable license to use the Product within the Usage Parameters during the Service Term solely for Customer’s internal evaluation purposes; (b) Sam360 may revoke Customer’s Product license at any time for any reason; (c) the following sections of this EULA shall not apply: (i) 6 (Policies) (ii) 12.a (Sam360 IP Infringement Indemnification), and (iii) 13 (Warranties); and (d) to the maximum extent permitted by applicable law, the Product is provided “as is” and Sam360 disclaims all obligations or liability (except for death or personal injury caused by Sam360’s negligence), including any statutory or implied warranty obligations, and in any event, Sam360’s aggregate liability shall not exceed $100.00 USD.
11. Term and Termination.
    • EULA Term. The term of this EULA shall commence on the Effective Date and shall continue until no Orders remain in force and effect, unless earlier terminated in accordance with Section 11.b (Termination for Breach) (the “EULA Term”).
    • Termination for Breach. Either Party may terminate this EULA if the other Party (commits a material breach of this EULA and, if capable of remedy, does not cure such breach within 30 days after receipt of written notice.
    • Effects of Termination. Upon the termination of this EULA, or the expiration of any Service Term: (i) all rights and licenses granted to Customer to the terminated or expired Products are terminated and revoked (even if the Service Term is identified as “perpetual”); and (ii) Customer shall immediately cease use of such Products.
12. Indemnification.
    • Sam360 IP Infringement Indemnification. Sam360 will defend Customer against any third-party claim that alleges the Products (the “Protected Items”) infringe any patent, copyright, trademark, or other intellectual property rights (“Claim”) if Customer (i) notifies Sam360 immediately upon learning of any Claim (provided that failure to provide prompt notice will not excuse Sam360’s obligations unless Sam360 is materially prejudiced), (ii) grants Sam360 sole control over the defence and settlement of the Claim, provided that Sam360 shall not settle any Claim which admits liability on Customer’s behalf without Customer’s prior written consent, and (iii) reasonably cooperates with Sam360, at Sam360’s request and sole expense, in preparing a defence for any Claim. Sam360 agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. Sam360 is not liable for a settlement made without its prior written consent.
    • Exclusions. Sam360 has no obligation under this Section for any Claim relating to or arising from: (i) Customer’s modifications of Protected Items; (ii) failure to use Protected Items in accordance with this EULA or the Documentation; (iii) the combination, operation, or use of Protected Items with any software not provided by Sam360 if the alleged infringement would not have occurred but for such combination; (iv) the compliance of Sam360 with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; (v) use of a non-current release of the Protected Item; or (vi) use of the infringing Protected Item after Sam360 has made available a non-infringing Protected Item to Customer at no additional cost.
    • Remedy. In any event, if Sam360 believes in its reasonable opinion the Protected Items may be alleged to be infringing, Sam360 may, at its option, (i) procure for the Customer the right to continue to use the Protected Items; (ii) replace the Protected Items with comparable non-infringing Protected Items; (iii) for Protected Items licensed with a limited term, refund any prepaid and unused fees paid by Customer; or (iv) for Protected Items licensed in perpetuity, refund any fees paid by Customer for the applicable Protected Items, less amortization based on a 5 year straight line amortization schedule from the date of applicable invoice. If Sam360 exercises either of the foregoing options (iii) or (iv), Customer’s right and license to the applicable Protected Items will terminate and Customer must promptly cease its use of the applicable Protected Items. This Section states the Customer’s sole remedy for, and Sam360’s entire liability and responsibility for infringement of any intellectual property rights.
    • Customer Indemnification. Customer will defend Sam360 against any third-party claim that Customer Content infringes or misappropriations any third party’s intellectual property rights or was collected or transferred by Customer in violation of applicable law. Customer will pay those costs and damages finally awarded against Sam360 in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.
13. Warranties.
    • Local Software. Subject to Section 13.b, Sam360 warrants that Local Software (i) licensed perpetually will perform in substantial accordance with its Documentation for a period of 90 days from the date the license keys are electronically delivered to Customer, and (ii) licensed on a subscription basis will perform in substantial accordance with its Documentation during the applicable Service Term (collectively the “Local Warranty”).
    • Restrictions. The Local Warranty does not apply to (i) problems caused by third-party hardware or software not authorized by Sam360 for use with the Products; (ii) Customer’s misuse of the Products; (iii) modifications to the Products not authorized by Sam360; or (iv) problems reported to Sam360 after the applicable warranty period. Sam360’s entire liability and Customer’s exclusive remedy under the Local Warranty shall be, at Sam360’s option, either repair or replace the nonconforming Product, or refund to Customer all paid but unused Fees for the nonconforming Product.
    • Compliance with Law. Each Party warrants that its performance under this EULA will comply with all applicable law.
    • Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS EULA, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SAM360 DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HIGH-RISK USE, TITLE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. SAM360 DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, OR OTHERWISE.
14. Mutual Limitation of Liability.
    • Aggregate. EXCEPT AS PROVIDED IN SECTION 14.c (EXCLUSIONS), EACH PARTY AND ITS AFFILIATES’ AGGREGATE LIABILITY IN ANY EVENT FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS EULA, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID OR WOULD HAVE BEEN PAID BY CUSTOMER UNDER THE ORDER RELATED TO THE CLAIM DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH LIABILITY AROSE.
    • Other. EXCEPT AS PROVIDED IN SECTION 14.c (EXCLUSIONS), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, REVENUES, ANTICIPATED SAVINGS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, DATA LOSS, OR LOSS OF GOODWILL, HOWSOEVER CAUSED, REGARDLESS OF THE NATURE OF THE CLAIM AND EVEN IF A PARTY OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • Exclusions. THE LIMITATIONS OF SECTION 14.a (AGGREGATE) AND 14.b (OTHER) SHALL NOT APPLY TO: 1. DEATH OR PERSONAL INJURY; 2. FRAUD OR FRAUDULENT MISREPRESENTATIONS; 3. A PARTY’S OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION); OR 4. A PARTY’S BREACH OF SECTION 5 (PROHIBITED CONDUCT) OR 9 (MUTUAL CONFIDENTIALITY).
15. Basis of Bargain. THE PROVISIONS IN SECTIONS 13.d (DISCLAIMERS) AND 14 (MUTUAL LIMITATION OF LIABILITY) APPLY WITHOUT REGARD TO WHETHER ANY PROVISIONS OF THIS EULA HAVE BEEN BREACHED, HAVE PROVEN INEFFECTIVE, OR HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THE PROVISIONS OF SECTION 13.d (DISCLAIMERS) AND 14 (MUTUAL LIMITATION OF LIABILITY) OF THIS EULA ARE FUNDAMENTAL AND SPECIFIC REQUIREMENTS OF THE BASIS OF THE BARGAIN BETWEEN SAM360 AND CUSTOMER, AND SAM360 WOULD NOT BE ABLE TO PROVIDE PRODUCTS WITHOUT EACH SUCH PROVISION.
16. Contracting Entity. This agreement is between Sam360 SAM Solutions Ltd., Dublin, Ireland (Sam360)​, and the entity or individual agreeing to these terms (Customer​).​
17. General Provisions
    • Construction. The section and paragraph headings used in this EULA are inserted for convenience only and will not affect the meaning or interpretation of this EULA.
    • Entire Agreement. This EULA constitutes the entire agreement and understanding between the Parties regarding the subject matter hereof and supersedes any prior representations (except if fraudulent), advertisements, statements, proposals, negotiations, discussions, or agreements regarding such subject matter. The Parties agree that any terms and conditions in a purchase order, invoice, or similar document proffered by Customer are of no force and effect and are hereby rejected. Sam360 may modify this EULA at any time by posting a revised version on the Sam360 website or by otherwise notifying you in accordance with Section 17.j; provided, however, that Sam360 will provide at least 90 days’ advance notice for materially adverse changes to the EULA. Subject to the 90-day advance notice requirement with respect to materially adverse changes, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Products after the effective date of any modifications to this EULA, Customer agrees to be bound by the modified terms. Customer will check the Sam360 website regularly for modifications to this EULA. Sam360 last modified this EULA on the date listed at the end of this EULA. Except as set forth herein, this EULA may not be modified or amended except by a writing signed by an authorized representative of each of the Parties.
    • Dispute Resolution; Arbitration. Any controversy or claim arising out of or relating to this EULA shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce. The Parties shall seek to mutually appoint an arbitrator. If the Parties cannot agree on  single arbitrator, then there shall be three arbitrators: one selected by each Party, and a third selected by the first two. Arbitration will take place in the Venue set forth in Section 17.d. All negotiations and arbitration proceedings will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
    • Governing Law and Jurisdiction. This EULA is governed, without reference to applicable conflicts of law principles, by the laws of the jurisdiction corresponding the country or region where Customer acquired the Products (the “Customer Location”) as set forth in the Global Appendix attached hereto (“Governing Law”), which is incorporated herein by reference. Each Party irrevocably agrees that any legal proceeding must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the venue corresponding the applicable Customer Location as set forth in the Global Appendix (“Venue”), and to the extent that section 18.c does not apply, each Party irrevocably submits to the sole and exclusive personal jurisdiction of the courts of such Venue with respect to any legal proceeding involving the other Party. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this EULA. Nothing in this EULA prevents either Party from seeking injunctive relief in a court of competent jurisdiction. The language of any litigation or legal proceeding shall be English. The prevailing Party in arbitration r litigation is entitled to recover its reasonable attorneys’ fees and costs from the other Party. CUSTOMER MUST INITIATE ARBITRATION OR ANY OTHER CAUSE OF ACTION FOR ANY CLAIM(S) ARISING OUT OF OR RELATING TO THIS EULA AND ITS SUBJECT MATTER WITHIN 2 YEARS FROM THE DATE WHEN CUSTOMER KNEW, OR SHOULD HAVE KNOWN AFTER REASONABLE INVESTIGATION, OF THE FACTS GIVING RISE TO THE CLAIM(S).
    • Severability. If any provision or portion thereof, of this EULA is found to be invalid, unlawful, or unenforceable to any extent, such provision of this EULA will be enforced to the maximum extent permissible by applicable law so as to affect the intent of the Parties, and the remainder of this EULA will continue in full force and effect. The Parties will negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such provision.
    • Survival. The provisions of this EULA, and the rights, duties, and obligations of the Parties hereunder, which by their nature may be reasonably inferred to have been intended to survive termination, cancellation, completion, or expiration of this EULA will survive and continue as valid and enforceable rights, duties, and obligations.
    • Waiver. No failure or delay by either Party in exercising any right under this EULA shall constitute a waiver of that right or any other right. Any waiver by either Party must be in writing and shall apply solely to the instance to which directed.
    • Assignment. Sam360 may assign its rights and obligations under this EULA, in whole or in part, without Customer’s consent, if the assignee is an Affiliate or as a result of a merger, consolidation, or transfer or sale of all or substantially all of Sam360’s assets. Customer may not assign this EULA without Sam360’s prior written consent. Sam360 will not unreasonably withhold its consent if the assignee agrees to be bound by the terms and conditions of this EULA. Subject to this Section, this EULA will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Any assignment in violation of this Section is null and void.
    • Force Majeure. Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this EULA during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, cyber warfare, including, but not limited to, Internet-based conflict and attacks on information systems designed to or resulting in the disabling of websites and networks, embargo, strike, riot or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure.
    • Notice. Other than routine administrative communications, which may be exchanged by the Parties via email or other means, all notices and approvals shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the day of receipt, as shown in the applicable carrier’s systems, if sent via nationally recognized express carrier; or (iii) the third business day after first class, postage prepaid, posting. All notices by Customer must include a copy to: legal@sam360.comIndependent Contractors and Third Parties. The Parties are independent contractors. This EULA does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third-party beneficiaries to this EULA.
    • Subcontractors. Sam360 may, in its sole discretion, use subcontractors to fulfil its obligations under this EULA, provided that Sam360 remains responsible for compliance of such subcontractors with the terms of this EULA.
    • Suggestions. Some of Sam360’s changes to user interfaces, features, and functionality come as a result of suggestions made by customers, whether in the form of suggestions, enhancement requests, recommendations or other feedback provided by a customer or its users relating to the Products (“Suggestions”). Customer hereby grants to Sam360 an irrevocable, worldwide, royalty-free, perpetual license to use any Suggestions that Customer provides to Sam360 or its Affiliates as Sam360 deems appropriate without restriction or obligation to Customer; provided that all such use will be subject to Sam360’s confidentiality obligations herein.
    • Anti-Bribery. Each Party agrees to comply with all applicable anti-bribery laws, which may include, without limitation, the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act.
    • Export Restrictions. Customer agrees to comply with the export and import laws and regulations of any country with jurisdiction over the Products (including any portion or result of the Products).
    • Execution. This EULA may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute the same agreement. Each Party agrees to be bound by its digital or electronic signature, whether transmitted by fax machine, in the form of an electronically scanned image (e.g., in .pdf form), by email, or by other means of e-signature technology, and each Party agrees that it shall accept the signature of the other Party transmitted in such a manner.
18. Global Terms
    • The following terms and conditions supplement or modify the terms and conditions of the EULA to the extent that Customer is subject to the laws of any of the countries set out below. In the event of any inconsistencies between this Global Appendix and any other provision of this EULA, this Global Appendix shall prevail. Unless expressly amended in this Global Appendix, the provisions of this EULA shall remain in full force and effect.
    • France
      • In Section 11.b, 11.c, and 12.c, the words “may terminate,” “are terminated,” “will terminate” are replaced with “terminate as of right (“de plein droit”) without any judicial formalities.”
    • Germany
      • In Section 4 (Prohibited Conduct), after the words “does not comply with this agreement or applicable laws and regulations” the following words are added: “unless specifically allowed according to §§ 69d et seq. of the German Copyright Act.”
      • In Section 13.a (Local Software), the following is added before the end of the first sentence: “Sam360 further warrants the Local Software, as delivered: will not contain any virus or other computer software routines intentionally designed to permit unauthorized access to or use of either the Local Software’s or Customer’s computer systems.
      • Section 14.c.3 is deleted and replaced with “SAM360’S OBLIGATIONS UNDER SECTION 13 (INDEMNIFICATION).
    • Australia
      • In Section 4 (Prohibited Conduct) replace the words “except and only to the extent applicable law allows even when this EULA does not” with the following: “to the extent this restriction is not prohibited by law, and subject to any rights under the Australian Copyright Act that cannot be excluded by this EULA.”
    • Brazil
      • The following shall be added to the recitals in the EULA: “BY ACCESSING OR USING THE PRODUCTS (AS DEFINED BELOW) WITHOUT AN APPLICABLE AGREEMENT OR BY OTHERWISE AGREEING IN WRITING TO THE TERMS AND CONDITIONS SET FORTH HEREIN, CUSTOMER HEREBY ACCEPTS ALL THE TERMS AND CONDITIONS SET OUT HEREUNDER IN THIS EULA FOR THE RIGHT TO USE THE PRODUCTS (AS DEFINED BELOW) PROVIDED BY SAM360.”
      • The following words shall be added to the end of Section 14 (Mutual Limitation of Liability): “NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY FOR ANY LIABILITY WHICH MAY NOT LAWFULLY BE EXCLUDED OR LIMITED.”
      • The following words shall be added to the end of Section 15 (Basis of the Bargain): “CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS SET FORTH IN SECTION 14 (Mutual Limitation of Liability) ARE ESSENTIAL ELEMENTS OF THIS EULA AND THAT IN THE ABSENCE OF SUCH LIMITATION THE PRICES AND OTHER TERMS PROVIDED FOR HEREIN WOULD BE SUBSTANTIALLY DIFFERENT.”
      • The following words shall be added to Section 17.d (Governing Laws and Jurisdiction): “For purposes of determining the governing law and jurisdiction, the Parties acknowledge that Sam360 is the proponent of this EULA and of the business transactions embodied herein.”