Piiano Vault Terms of Use

Last Updated: August, 2023

PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE PRODUCT (AS APPLICABLE).

BY REGISTERING AS A USER FOR THE PRODUCT (AS DEFINED BELOW), OR SELECTING THE BOX "I AGREE" OR "I ACCEPT" OR OTHERWISE USING, ACCESSING AND/OR DOWNLOADING PIIANO'S PRODUCT, YOU ACKNOWLEDGE THAT YOU, ON YOUR OWN BEHALF AS AN INDIVIDUAL OR ON BEHALF OF YOUR EMPLOYER OR ON BEHALF ANOTHER LEGAL ENTITY (COLLECTIVELY "YOU" OR "YOUR" OR " LICENSEE "), HAVE READ AND UNDERSTOOD AND AGREE TO COMPLY WITH THE TERMS AND CONDITIONS BELOW (THE "AGREEMENT"), AND ARE ENTERING INTO A BINDING LEGAL AGREEMENT WITH PIIANO PRIVACY SOLUTIONS, LTD. ("PIIANO", "LICENSOR", "WE" OR "OUR") AS OF THE DATE OF ITS ACCEPTANCE BY YOU (THE "EFFECTIVE DATE"). YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR OTHER LEGAL ENTITY, PLEASE DO NOT ACCEPT THESE AGREEMENT AND DOWNLOAD OR USE ANY OF PIIANO'S PRODUCTS. LICENSEE HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. 

In consideration of the promises and the mutual agreements set forth herein, and intending to be legally bound, you and Piiano (each, a "Party", and collectively, the "Parties") hereby agree as follows:

1. Definitions.

For purposes of this Agreement and any exhibits attached hereto, the following capitalized terms shall have the following meaning:

1.1. "Affiliate" means with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party, where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities.

1.2. "Confidential Information" shall have the meaning given in Section 13.1 below. 

1.3. "Documentation" means the guides, references and technical manuals of the Product, and all other written and or electronic materials relating thereto, provided by Piiano to Licensee under this Agreement. 

1.4. "Fees" shall have the meaning given in Section 10.1 below. 

1.5. "Intellectual Property Rights" means all patents, patent rights, copyrights, mask work rights, moral rights, database rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights, as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, and all inventions, derivatives and improvements thereto, under the laws of any state, country, territory or other jurisdiction.

1.6. "Order" means any order form agreed to in writing (including by electronic means) by both Parties, as applicable, for the purchase of a license to use or access any of the Products under this Agreement. An Order submitted by Licensee shall not be binding on Piiano until accepted by Piiano in writing, following which it shall constitute an integral part of this Agreement. No terms or provisions shall be included in an Order which conflict with, or purport to add to or modify, this Agreement and/or any quotation provided by Piiano.

1.7. "Permitted Capacity" means: (i) with respect to the On-premises Version, the permitted number (if any) of installations of the Product as set forth in the applicable Order; or (ii) with respect to the SaaS Version, the applicable use limitations set forth in the applicable Order.

1.8. "Product" means the Piiano software solution titled "Piiano Vault", made available to Licensee as either (i) a hosted, cloud-based service ("SaaS Version"); or (ii) a downloadable, on-premises version of the object code of Piiano's proprietary software ("On-premises Version"), and both in a free and an enterprise version ("Free Vault" and "Enterprise Vault", respectively), all as will be further detailed in the applicable Order, including any Documentation and Updates thereto (to the extent delivered).

1.9. "Updates" means, with respect to any element of the Product, a new version of such element that includes bug fixes and minor enhancements to the Product and which is made available at no additional cost by Piiano to its customers generally. For clarity, the term Update does not include new releases of the Product which are sold separately or include significant new functionality. 

2. License Grant.

2.1. Enterprise Vault License Grant. Subject to the terms and conditions of this Agreement, and to Piiano's receipt of the Fees (if applicable) from Licensee, Piiano grants to Licensee and Licensee accepts from Piiano a limited, non-exclusive, non-transferable, non-sublicensable license to use or access the Enterprise Vault for Licensee's internal purposes only, during the Term, provided that the Product may only be installed, operated and/or accessed (as applicable to the licensed version), up to the applicable Permitted Capacity and subject to any written instructions by Piiano ("Enterprise License"). Piiano may choose, in its discretion, to offer Licensee a free trial of the Enterprise Vault (following such trial the continued use of the Enterprise Vault shall be subject to payment of the applicable Fees, as will be notified to Licensee).

2.2. Free Vault License Grant. Subject to the terms and conditions of this Agreement, during the Term, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable right to use or access the Free Vault for Non-Production purposes only ("Free License", and together with the Enterprise License, the "License"). "Non-Production" means using the Product solely in development and testing environments, not for the purpose of serving intended users and, for the avoidance of doubt, this includes using the Product for any commercial advantage or purpose, any such use is restricted to the version of the product provided under the Free License. Licensee hereby agrees that under the Free License, (i) the Product is provided "As-Is" without any warranty (express or implied) whatsoever; (ii) no support will be provided by Licensor; and (iii) Licensor shall have no liability, under any theory of law, for any damages (direct, indirect, consequential, special or punitive under the Free License). 

2.3. Direct competitors of Piiano are prohibited from accessing or using Piiano’s Product and may not be accessed for purposes of monitoring the availability, performance or functionality, or for any other benchmarking or competitive purposes.

3. Support and Maintenance Services

Applicable only to the Enterprise Vault. Subject to Licensee’s payment of the Fees, Piiano shall use commercially reasonable efforts to provide maintenance and support services to Licensee as will be further detailed in the Order.

4. Access to On-premises Version

Piiano has the right to remotely access the the On-premises Version of the Product at all reasonable times for the purposes of Updates, installation, inspection, maintenance, repair, debugging and removal ("Installation and Maintenance"). In such event, Piiano may access Licensee's production environment, upon coordination and Licensee's prior approval, for the purpose of providing Installation and Maintenance. Piiano cannot access and will not access Licensee’s data, unless authorized by the customer and with its supervision, as the vault is designed to avoid it.

5. Logs and Metrics

Licensee acknowledges and understands that Piiano may monitor Licensee’s general use of the Product including, but not limited to, metrics and logs, for the sole purpose of customer support and diagnostics, providing its Product and improving Piiano's Products and services. For the avoidance of doubt, Piiano does not collect or share any personal information, or any other data not related to Piiano Product usage.

6. Professional Services

In the event Licensee wishes to receive any additional services from Piiano, such as installation, deployment, configuration, customization, integration, training, or other professional services, as applicable ("Professional Services"), Licensee shall request them from Piiano in writing, and, subject to Piiano's agreement in its sole discretion, such Professional Services shall be set out in sequential Statements of Work to this Agreement, as shall be negotiated and executed by both Parties (each, an "SOW"). Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable SOW. Each SOW is hereby deemed incorporated into this Agreement by reference. To the extent of any conflict between the main body of this Agreement and a respective SOW, the former shall prevail, unless and to the extent that the SOW expressly states otherwise.

7. Reservation of Rights; Use Restrictions

Other than the rights explicitly granted in this Agreement, Licensee shall have no other rights, express, implied or otherwise, in or to the Product and/or any other Intellectual Property Rights of Piiano (or its licensors). Without limiting the generality of the foregoing, and unless otherwise permitted under this Agreement, Licensee agrees and undertakes not to (and shall ensure that its personnel do not): (i) sell, lease, sublicense or distribute the Product, or any part thereof, or otherwise transfer the Product or allow any third party to use the Product in any manner; (ii) reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form the Product’s source code; (iii) modify, revise, enhance or alter the Product; (iv) copy or allow unauthorized copies of the Product to be made; (v) use any backup or archival copies of the Product, or any part thereof, or allow any third party to use such copies, for any purpose other than to replace an original copy in the event of the destruction of the Product components, if the Product becomes defective; (vi) place the Product onto a server so that it is accessible via a public network; (vii) use the Product to provide third parties with managed services or any other services whether or not in return for remuneration of any kind; (viii) remove, deface, obscure or otherwise modify any copyright or other proprietary notices included on or in the Product; (ix) develop methods to enable unauthorized parties to use the Product, or to develop any other Product containing any of the concepts and ideas contained in the Product, (x) circumvent, disable or otherwise interfere with security-related or other features of the Product or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Product, or (xi) transfer, use or export the Product for any unlawful or illegal purpose, or one that could associate Piiano with any improper or inappropriate purpose (including infringement or misappropriation of any third party intellectual property, privacy, or publicity right), and/or (xii) represent that it possesses any proprietary interest in the Product.

8. Open Source Licenses

The Product includes certain open source code software and materials (as may be listed in the documentation of the Product, as may be amended by Piiano from time to time) ("Open Source Software") that are subject to their respective open source licenses ("Open Source Licenses"). Such Open Source Licenses contain conditions with respect to warranty, copyright policy and other provisions. By executing this Agreement, Licensee undertakes to strictly comply with the terms and condition of the Open Source Licenses, as may be amended from time to time. The respective licenses or notices of such Open Source Software are available, in the On-premises Version, within the Product's notice file, and in the SaaS Version, in the Documentation, all as may be amended from time to time by Piiano, at its sole discretion. In the event of any inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the provisions of this Agreement, the provisions of the Open Source Licenses shall prevail but solely in connection with the related Open Source Software. Without derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided on an "AS IS" and "AS AVAILABLE" basis, without indemnity, liability and/or warranty of any kind, whether express, implied or otherwise.

9. Title & Ownership

9.1. Ownership. NO RIGHTS, TITLE, INTEREST AND/OR LICENSE (EXPRESS, IMPLIED OR OTHERWISE) IN OR TO THE PRODUCT, OR ANY PART THEREOF, IS TRANSFERRED TO LICENSEE UNDER THIS AGREEMENT. The Product and/or any copies thereof, including without limitation any derivative works made (regardless of whether such derivative works were permitted or not), as well as any Updates and any other additions or modifications thereto, whether or not provided to Licensee pursuant to this Agreement, and all Intellectual Property Rights therein and thereto, shall remain the sole and exclusive property of Piiano (or its licensors). All Intellectual Property Rights in or to the Product (including without limitation any Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Product) or part thereof, are and shall be owned solely and exclusively by Piiano (or its licensors). Nothing in this Agreement shall constitute an assignment and/or waiver of Piiano’s Intellectual Property Rights under any law, or be in any way construed or interpreted as such. 

9.2. Feedback. It is further agreed that to the extent Licensee provides Piiano with suggestions, comments or feedback (whether orally or in writing) with respect to the Product (the "Feedback"), Licensee acknowledges that any and all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Piiano and shall be considered Piiano’s Confidential Information and Licensee hereby irrevocably transfers and assigns to Piiano all Intellectual Property Rights in such Feedback and waives and vows never to assert any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Piiano at its sole discretion, and that Piiano in no way shall be obliged to make use of any kind of the Feedback or part thereof.

10. Payments

Applicable only to the Enterprise Vault. 

10.1. Fees. During the Initial Term and any Renewal Terms, Licensee shall pay to Piiano the fees set out in the applicable Order (the "Fees"). All Fees payable under this Agreement (including under any Order) shall be due and payable within thirty (30) days of the date of invoice. Late payment may be subject to a late fee equal to one and one-half percent (1.5%) per month or, if less, the maximum amount allowed by applicable law. All amounts payable hereunder shall not be subject to any set-off or deduction. Piiano reserves the right to increase any License Fees at its sole discretion, subject to written notice to the Licensee given thirty (30) days prior to the end of the Initial Term or Renewal Term, as applicable. 

10.2. Taxes. Licensee is solely responsible for payment of any taxes (including, without limitation, sales or use taxes, Value Added Taxes, employee-related taxes, intangible taxes, and property taxes, and only excluding taxes related to Piiano’s income) resulting from the use of the Product. To the extent that Piiano shall be required to pay any such taxes then such taxes shall be billed to and paid by Licensee. Licensee agrees to indemnify and hold harmless Piiano from all claims and liabilities arising from Licensee’s failure to report or pay any such taxes. If any taxes are required to be withheld, Licensee shall pay an amount to Piiano such that the net amount payable to Piiano after withholding of taxes shall equal the fees which would have been otherwise payable to Piiano under this Agreement.

11. Disclaimer of Warranties

11.1. THE PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

12. Limitation of Liability

EXCEPT IN RELATION TO LICENSEE’S BREACH OF SECTIONS 2 OR 7, (i) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL DAMAGES AND/OR LOSSES THAT ARISE UNDER OR OUT OF OR IN RELATION TO THIS AGREEMENT(INCLUDING ANY LIABILITY UNDER THE INDEMNIFICATION OBLIGATIONS), OR THAT RESULT FROM LICENSEE’S USE OF OR INABILITY TO USE THE PROUCT, EXCEED THE LOWER OF: (A) THE AMOUNT PAID OR PAYABLE BY LICENSEE TO PIIANO HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT OR (B) TWENTY FIVE THOUSAND US DOLLARS ($1,000), AND (ii) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY LIABILITY UNDER THE INDEMNIFICATION OBLIGATIONS), OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE PRODUCT; ALL OF THE ABOVE, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Confidentiality

13.1. Confidential Information. Each party and/or its affiliates (the "Disclosing Party") may from time to time disclose to the other party and/or its affiliates (the "Receiving Party") certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee and planning information, and other information reasonably considered to be confidential or proprietary information ("Confidential Information"). For clarity, any information related to the Product shall be deemed as Piiano's Confidential Information.

13.2. Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than the performance of this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder; and in any event the Receiving Party shall assume full responsibility for any breach of this Agreement caused by any such employees or contractors. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

13.3. Exceptions. The Receiving Party’s obligations under this Section with respect to any Confidential Information of the Disclosing Party shall not apply to information which: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party becomes, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing in advance by the Disclosing Party or (ii) required by law or by the order or a court of similar judicial or administrative body, provided that (to the extent permitted by law) the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

14. Term and Termination

14.1. Term. This Agreement shall enter into force and effect on the Effective Date. Unless specified otherwise in the Order or, unless otherwise extended in writing, and at Piiano's sole discretion, or, unless otherwise terminated earlier in accordance with the terms of this Agreement, this Agreement shall remain in effect for: (a) seven (7) days from the Effective Date for the Free License; or (b) one (1) year from the Effective Date for the Enterprise License ("Initial Term"). 

14.2. Automatic Renewal for the Enterprise License. Following the Initial Term this Agreement shall, for the Enterprise License, automatically renew for successive one (1) year terms (each a "Renewal Term"), unless one Party provides written notice to the other Party within sixty (60) days prior to the expiration of the then current term of its intention not to renew this Agreement. The Initial Term along with any Renewal Term is referred to herein as the "Term".

14.3. Termination for Breach. Either party may terminate this Agreement at any time by giving written notice to the other party if the other party is in breach of any material provision of this Agreement, and the breaching party fails to cure such breach within thirty (30) days after being given written notice, specifying details of the breach or default and requiring the same to be remedied.

14.4. Reservation of Rights. Piiano reserves the right to suspend, limit or terminate access to the Product: (a) for any reason (applicable only to Free Vault); (b) if Licensee is seven (7) days or more overdue on a payment (applicable only to the Enterprise Vault); (c) if Piiano deems such suspension necessary as a result of Licensee’s breach under Section7 (Reservation of Rights; Use Restrictions); (d) if Piiano reasonably determines suspension is necessary to avoid material harm to Piiano or its other customers, including if the Product's infrastructure is experiencing a denial of service attack or other attacks or disruptions outside of Piiano’s control; or (e) as required by law or at the request of governmental entities.

14.5. Termination in the Event of Insolvency Events. Either party may terminate this Agreement immediately, in the event the other party: (i) is judged bankrupt or insolvent; (ii) makes a general assignment for the benefit of its creditors; (iii) a trustee or receiver is appointed for such party or for any of its property; or (iv) any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

14.6. Consequences of Termination/Expiration. Upon the expiration of the Term or termination of this Agreement, Licensee will: (i) immediately cease use of the Product; (ii) uninstall (in case of the On-premises Version) or otherwise destroy all copies of the Product in its possession; (iii) return to Piiano any and all Confidential Information then in its possession; and (iv) certify in writing to Piiano that all copies and partial copies of the Product (in case of the On-premises Version) and related Documentation have been either returned to Piiano or otherwise erased or destroyed and deleted and are no longer in use by Licensee. Sections 7, 9, 10 (if any amounts due are unpaid), 11, 12, 13, 14.1, 14.6, 15.2, 15.4, and 18, shall survive the termination or expiration of this Agreement.

15. Indemnification

15.1. Piiano Indemnification. Piiano shall indemnify, defend and hold harmless Licensee from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees directly arising out of any third party claim, action, suit or proceeding alleging that the Product, when used as permitted under this Agreement, infringes any third party's Intellectual Property Rights.

15.2. Licensee Indemnification. Licensee shall indemnify, defend and hold harmless Piiano and its affiliates, and its respective officers, directors, employees and agents, from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees directly arising out of any third party claim, action, suit or proceeding arising from Licensee's use of the Product, violation of this Agreement, or violation of any of Piiano's or third party Intellectual Property Rights. 

15.3. Exclusions. Piiano’s indemnity obligation shall not extend to claims based on: (i) an unauthorized modification or use of the Product made by any third party other than Piiano, where the Product, without such modification or unauthorized use, would not be infringing; (ii) the combination of non-infringing items with any items not supplied by Piiano, where the Product, without such combination, would not be infringing; (iii) Piiano’s compliance with Licensee’s specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by Licensee; (iv) use of the Product other than as specified in, or in violation of, this Agreement and/or in the applicable Documentation and/or Piiano’s written instructions, if such infringement would have been avoided but for such use; or (v) use of prior versions of the Product after a new version has been provided by Piiano, if such infringement would have been avoided if the most up-to-date version of the Product had been used.

15.4. Procedure. A Party's indemnification obligations pursuant to this Section shall be subject to the Party seeking indemnification (i) notifying the indemnifying Party promptly in writing of such action, (ii) giving the indemnifying Party exclusive control and authority over the defense or settlement of such action, (iii) not entering into any settlement without the indemnifying Party’s prior written consent and (iv) providing all reasonable assistance to the indemnifying Party (at indemnifying Party’s expense). The indemnifying Party will not settle any claim which involves the admission of fault or liability on the indemnified Party’s behalf without the indemnified Party’s prior written consent, which shall not be unreasonably withheld. 

15.5. Remedies. If the Product, or parts thereof, becomes, or in Piiano’s reasonable opinion may become, the subject of an infringement claim, Piiano may, at its option, either (i) procure for Licensee the right to continue using such Product, (ii) modify or replace such Product with substantially equivalent non-infringing products, or (iii) if Piiano determines that the foregoing remedies are not reasonably available, terminate this Agreement. Licensee agrees that the foregoing remedies shall be Licensee’s sole remedy and Piiano’s sole liability and obligation for infringement claims under this Agreement.

16. Publicity

Licensee hereby grants Piiano a non-exclusive right and license to use its trademarks, name and logo ("Marks") for purposes of featuring customers in Piiano’s marketing and other promotional materials. Licensee may opt-out by sending email to: legal@piiano.com, with subject line stating the name of the Licensee and email must be received from the applicable official Licensee email address.

17. Export Laws

Licensee agrees to comply fully with all applicable export laws and regulations to ensure that neither the Product nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

18. General Terms

18.1. Governing Law. This Agreement shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within the courts located in Israel. Notwithstanding the above, the Parties acknowledge that unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages and that the Disclosing Party shall be entitled to seek specific performance or injunctive relief as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity, in any competent jurisdiction.

18.2. Independent Contractor. Piiano undertakes the furnishing of the License and performance of its obligations under this Agreement as an independent contractor. There shall be no employer-employee relationship between Piiano’s employees and Licensee, and/or Licensee’s employees and Piiano.

18.3. Waiver. No waiver of rights arising under this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such party.

18.4. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties. In no event will any third party have any rights in relation to this Agreement or any right to enforce the terms hereof.

18.5. Force Majeure. Piiano shall not be liable for any delays, losses or damages due to causes beyond its reasonable control, including, without limitation, fire, explosion, power irregularities or surges, acts of God, earthquakes, epidemics, pandemics, rains, floods, lightning, labor unrest, strikes, strife or any other cause that was not reasonably foreseeable on the date of signing of this Agreement.

18.6. Assignment. Neither Party may assign any of its rights and/or obligations under this Agreement, except with the other Party’s prior written consent. Notwithstanding the foregoing, Piiano may assign its rights and obligations to any of its Affiliates and/or in the case of a merger or acquisition and/or similar transactions, to a successor company provided that such assignee shall assume all of the assignor’s obligations hereunder.

18.7. Modifications. We reserve the right to modify this Agreement and such updated terms will be made available to Licensee via Piiano's website or otherwise. Such change will be effective immediately and Licensee's continued use of the Product thereafter means that Licensee accepts those changes. Furthermore, Piiano reserves the right to modify, correct, amend, improve, or make any other changes to the Product (or any part thereof) at any time, provided that, with respect to the SaaS Version, in the event of material changes we will send an email and/or notify you by some other means thereof.

18.8. Governmental Use. If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Product may be restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Product is a "commercial item", "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Product by the Government shall be governed solely by the terms of this Agreement. 

18.9. Severability. If any provision under this Agreement is determined by a court to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted, and the remainder of the Agreement will continue in effect.

18.10. Entire Agreement. The parties have read this Agreement, and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications between them, oral or written, relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.