Outpost Security

SOFTWARE LICENSE TERMS AND CONDITIONS (UPDATED 02/28/2022)

THESE SOFTWARE LICENSE TERMS AND CONDITIONS TOGETHER WITH THE APPLICABLE ORDER FORM (COLLECTIVELY, THE “AGREEMENT”) IS BETWEEN CLIENT (“CLIENT” OR “YOU”) AND OUTPOST SECURITY LLC (“OUTPOST SECURITY”) AND GOVERNS YOUR LICENSE AND USE OF OUTPOST SECURITY’S RBA SOFTWARE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE RBA SOFTWARE. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX OR ICON INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDERING DOCUMENT THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE BETWEEN CLIENT AND OUTPOST SECURITY AS OF THE DATE OF YOU ACCEPTING THIS AGREEMENT.

1.     DEFINITIONS.

1.1.          “Client Materials” means any data, information, networks, systems, hardware, software, equipment, technologies, and processes provided or made accessible by or on behalf of Client directly or indirectly to Outpost Security in connection with the RBA Software, used by Client in connection with the RBA Software and Client’s access and use of the RBA Software, or otherwise made available by Client to Outpost Security in connection with this Agreement.

1.2.          “Confidential Information” means the (a) internal business, financial and marketing information of either party, (b) the RBA Software code and its technical documentation (including, without limitation, the architecture, conceptual logic, know-how and other Intellectual Property Rights embodied in the RBA Software and/or accompanying documentation, and made accessible to Client hereunder), (c) any RBA Software implementation, training and/or use documentation, (d) any confidential or proprietary information or Intellectual Property Rights contained within Client’s existing system and network framework, (e) the contractual terms, fees and pricing set forth in this Agreement and the discussions, negotiations and proposals related to this Agreement, and (f) any other material or information received from the other party and which is designated as “confidential” or “proprietary”, or which are known, or under the circumstances surrounding disclosure reasonably should be known, as the confidential or proprietary material of the disclosing party. Confidential Information shall not include information that (1) was in the receiving party’s possession at the time it was received from the disclosing party, (2) is or becomes a matter of public knowledge through no wrongdoing of the receiving party, (3) is rightfully provided to the receiving party by a third party without restrictions of confidentiality, or (4) is independently developed by the receiving party without breach of this Agreement.

1.3.          “Fees” means the fees for the license to use the RBA Software as identified in the Order Form provided in this Agreement.

1.4.          “Intellectual Property Rights” means collectively, all worldwide patents, patent applications, patent rights, copyrights, copyright registrations, moral rights, trade names, trademarks, service marks, domain names and registrations and/or applications for all of the foregoing, trade secrets, know-how, mask work rights, rights in trade dress and packaging, goodwill and all other intellectual property rights and proprietary rights related thereto, whether arising under the laws of the United States of America or the laws of any other state, country or jurisdiction.

1.5.          “Modifications” means any modifications, updates, improvements, enhancements, alterations, customizations, or other derivative works of the RBA Software, and any Intellectual Property Rights associated therewith, that are conceived, developed or reduced to practice by Outpost Security or Client, jointly or solely, in connection with the use of the RBA Software, or implementation of the RBA Software for operation within Client’s system environment. For avoidance of doubt, Modifications includes any modifications or adaptations of the RBA Software that Client makes in connection with its use of the RBA Software in accordance with the license granted herein

1.6.          “Order Form” means the order form or ordering document that identifies Client’s order of a license to the RBA Software, a license to Third Party Products and Services, if applicable, and the schedule of Fees payable and applicable payment for terms for Client’s license(s) to the RBA Software and Third Party Products and Services, if applicable, as set forth in this Agreement.

1.7.          “Outpost Security Materials” means the RBA Software, the RBA Software Documentation, any manuals, instructions, documentation, data or other information provided with the RBA Software, and all technology, materials, content, work product documentation, metrics, reports, data and information, source code, methodologies, know how, processes, techniques, and ideas (and the Intellectual Property Rights associated therewith), whether tangible or intangible materials, whenever or wherever developed that Outpost Security uses, provides, or creates in connection with the RBA Software or any Modifications thereof.

1.8.          “RBA Software” means the risk based alerting software program application, including all updates thereof, configured for use within a Splunk Enterprise Security Environment to assist in the implementation of a risk based alerting approach and functionality within the Splunk Enterprise Security Environment.

1.9.          “RBA Software Documentation” means the specifications and descriptions of the RBA Software licensed under this Agreement, as made available to Client.

1.10.       “Third Party Products and Services” means any third-party products, services, applications, software, platforms, or content included in the Order Form. All Third Party Products and Services are identified in the Order Form as being provided by a third party and are subject to a separate end user license agreement. Third Party Products and Services are separate from and not part of the Outpost Security Materials.        

2.     FEES AND PAYMENT.

2.1.          Fees; Payment Terms. Fees and payment terms for Client’s purchase of the license to the RBA Software are set forth in the Order Form. The Fees for Client’s license of the RBA Software shall be invoiced as incurred on a yearly basis and shall be paid in advance. All Fees are exclusive of sales, use and other applicable taxes and duties (with the exception of those based on Outpost Security’s income) all of which shall be the responsibility of Client and shall be payable immediately upon execution of the Agreement. Invoices shall be stated in U.S. currency. Client shall pay all undisputed invoices within thirty (30) days of the invoice date. Past-due amounts shall accrue interest at 1.5% per month, or the highest rate permitted by applicable law, whichever is less. All invoices submitted by Outpost Security are deemed accepted and approved unless disputed by Client within ten (10) business days of the invoice date. Fees paid are non-refundable except as may be expressly provided for herein. Client shall be responsible for all reasonable costs of collection, including attorneys’ fees, which Outpost Security may be required to incur with respect to unpaid amounts due and payable by Client hereunder.

3.              LICENSE.

3.1.          License Grant. Subject to the terms and conditions of this Agreement, Outpost Security hereby grants to Client, a non-exclusive, non-transferrable, non-sublicensable and limited license to use the RBA Software solely for Client’s internal business purposes in connection with its Splunk Enterprise Security Environment. The license granted herein authorizes Client to configure, implement, and use the RBA Software within Client’s system solely for internal use in connection with a Splunk Enterprise Security Environment. Except as otherwise provided in the Order Form, the RBA Software is provided as unmanaged code and Outpost Security will not configure, customize, implement, support, update, maintain or otherwise manage the RBA Software.

3.2.          Restrictions. Except as permitted in Section 3.1, Client agrees to not (i) use the RBA Software or Outpost Security Materials for any purpose, or in any manner not specifically authorized by this Agreement, (ii) use the RBA Software for the benefit of any third parties or provide service bureau, managed services, or other access or use of the RBA Software to third parties, (iii) directly or indirectly sublicense, assign, transfer, sell, rent, lend, lease, or otherwise provide the RBA Software, the Outpost Security Materials, or any portion thereof, including without limitation, any documentation or output associated with the RBA Software, to any third party, (iv) disclose, publish, disseminate, distribute or circulate the RBA Software in any form or by any means, (v) modify, adapt, alter, translate, or create derivative works of the RBA Software or Outpost Security Materials, except as specifically required to configure and implement the RBA Software within Client’s system, (vi) decompile, disassemble, reverse engineer or otherwise derive source code, or attempt to derive source code, from the RBA Software or Outpost Security Materials, except as expressly authorized by Outpost Security, (vii) refer to or otherwise use the RBA Software or Outpost Security Materials as part of any effort to develop a program to compete with Outpost Security or any other purpose that is to Outpost Security’s detriment or commercial disadvantage, or (viii) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the RBA Software or Outpost Security Materials.

4.              STANDARD SUPPORT AND PROFESSIONAL SERVICES.

4.1.          Standard Support Services. During the term of this Agreement, Outpost Security will provide standard support services in connection with the license to the RBA Software (“Standard Support”). As part of the Standard Support, Outpost Security will use commercially reasonable efforts to: (i) correct material defects in the RBA Software that impair Client’s use of the RBA Software; (ii) provide periodic patches, repairs, and fixes to minor bugs, errors, and defects in the RBA Software; and (iii) work with Client to address errors, problems, and performance issues affecting the RBA Software. The Standard Support shall only extend to the RBA Software and the use and operation thereof, and Outpost Security shall have no obligation to provide support for problems, errors, or issues with Client’s own networks, systems, and equipment not caused by the RBA Software.

4.2.          Additional Professional Services. Except for the Standard Support described in subsection 4.1, and as otherwise set forth in the Order Form, Outpost Security does not provide any implementation, administration and support, training, or other professional services relating to the RBA Software. In the event that Client desires Outpost Security to provide any implementation, administration and support, training or other professional services relating to the RBA Software, the provision of such services shall be governed by a separate written agreement executed by the parties. Except as otherwise provided herein, Outpost Security does not provide any additional services relating to the RBA Software.

5.              OWNERSHIP.

5.1.          RBA Software. Client acknowledges that the RBA Software (including all Intellectual Property Rights therein) and related documentation are commercially valuable to Outpost Security and are treated as confidential, proprietary and containing of trade secrets. Except for the rights expressly granted to Client hereunder, no right in or title to the RBA Software, or any Intellectual Property Rights therein or associated therewith, shall be deemed to have been vested in or transferred to Client under the terms of the Agreement. All right, title and interest in and to the RBA Software and the Intellectual Property Rights therein or associated therewith, remain with Outpost Security.

5.2.          Outpost Security Materials. Outpost Security retains all right, title and interest (including related Intellectual Property Rights) in and to all Outpost Security Materials used in connection with the RBA Software or incorporated into any Modifications of the RBA Software. To the extent that Outpost Security incorporates any Outpost Security Materials into any Modifications of the RBA Software, Outpost Security grants to Client during the term of this Agreement and conditioned upon full payment of the Fees due hereunder, a non-exclusive, non-transferable, and limited license to use the Outpost Security Materials solely for Client’s internal business use relating to the RBA Software and for no other purpose whatsoever. Such license will terminate upon expiration or termination of this Agreement.

5.3.          Outpost Security Modifications. Except for any Client Materials incorporated therein, Outpost Security shall own any and all Modifications of the RBA Software that are conceived, developed or reduced to practice by Outpost Security, whether developed solely or jointly with Client in connection with the subscription license to the RBA Software, along with all Intellectual Property Rights associated with such Modifications. Client agrees to assign and hereby assigns to Outpost Security all right, title and interest in and to such Modifications excluding any Client Materials incorporated therein. Client shall retain no rights in and to the RBA Software or any Modifications thereof except as specifically provided herein.

5.4.          Client Materials. Client retains all right, all right, title and interest (including Intellectual Property Rights) in and to the Client Materials that are used by Client in connection with the RBA Software. To the extent that Outpost Security needs to access or use the Client Materials in connection with the license to the RBA Software, Client hereby grants to Outpost Security a limited, non-transferable and non-exclusive license to access and use such Client Materials in connection with the RBA Software. Outpost Security will only use Client Materials in connection with the RBA Software and to provide the license to the RBA Software to Client.

6.              AUDIT RIGHTS.

During the term of this Agreement and for one year thereafter, Outpost Security will have the right to examine directly or through its authorized representatives, during business hours and for a reasonable period of time, the system and records of Client pertinent to this Agreement to verify Client’s use of the RBA Software complies with the scope of the license granted herein.

7.              TERM; TERMINATION.

7.1.          Term. The term of this Agreement will commence on the date on which Client accepts the Agreement (or a document incorporating this Agreement by reference) by signature, click-through, or use and continue for one (1) year, unless stated otherwise in the applicable Order Form. Thereafter, the term shall be automatically renewed for successive one (1) year periods unless either party provides written notice to the other party of its intention not to renew this Agreement not less than thirty (30) days before the expiration of the then current term.

7.2.          Termination for Cause. Either party may terminate this Agreement, including the RBA Software license granted hereunder in the event of the other party’s breach of a material term in the Agreement (including nonpayment of amounts owed pursuant to the terms set forth herein), where such breach continues for a period of thirty (30) days following written notice thereof by the non-breaching party; provided, however, that in the event that Client’s material breach of either Section 8 (Confidential Information) or Section 3 (Software License Terms) is not of a nature as to be remediable, or is reasonably believed by the other to be the result of willful, reckless or grossly negligent acts, then Client’s license to use the RBA Software shall automatically terminate. Either party may terminate this Agreement immediately if a party ceases conducting business in the ordinary course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding relating to insolvency, bankruptcy or the protection of rights of creditors. Client’s obligation to pay all applicable fees described in Order Form and Section 3 above, is deemed to be a material term of this Agreement.

7.3.          Destruction of Information. In the event of any termination, or in the event Client unilaterally elects to terminate its licenses under this Agreement, Client shall immediately cease use of the RBA Software and return to Outpost Security, or destroy as Outpost Security’s request, all copies in any form of the RBA Software and Outpost Security Confidential Information. Outpost Security will provide the same with respect to any request by Client for return or destruction of Client Materials and Client Confidential Information in Outpost Security’s possession.

7.4.          Survival of Termination. Terms and conditions in this Agreement, which by their nature and context, are intended to survive any termination, shall so survive such termination. Without limiting the foregoing, surviving provisions shall include those set forth in Sections 1, 2, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement.

8.              CONFIDENTIALITY. Each party acknowledges and accepts the responsibility to maintain all Confidential Information of the other party in strict confidence and to prevent its unauthorized use or disclosure, using measures the receiving party uses to protect its own similar confidential information, but in any event, no less than a reasonable degree of care. Without limiting the foregoing, each party agrees that it shall not publish, disclose or otherwise provide to any person (except employees or contractors with a legitimate need to know and who have entered into a written agreement with the receiving party containing confidentiality provisions as restrictive as those set forth in this Section 8), or use for any purpose other than those purposes contemplated by this Agreement, any Confidential Information it receives hereunder. To the extent the receiving party is required by subpoena or otherwise by law to disclose Confidential Information it received from the disclosing party, the receiving party shall provide the disclosing party with prompt written notice of such requirement and shall cooperate with the disclosing party in taking such steps as may be reasonably indicated to maintain the confidentiality of the information subject to disclosure. Each party acknowledges that violations of the terms hereof may cause the other immediate and irreparable damage for which monetary damages may be inadequate for which the other party is entitled to seek injunctive relief.

9.              REPRESENTATIONS AND WARRANTIES.

9.1.          Outpost Security Warranties. Outpost Security represents and warrants that (a) it has the full power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant or accept, respectively, the rights and licenses granted hereunder, and (b) the RBA Software as delivered to Client will substantially conform and operate in accordance with the specifications set forth in the RBA Software Documentation.

9.2.          Client Warranties. Client represents and warrants that (a) it has the full power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant or accept, respectively, the rights and licenses granted hereunder, (b) its use of the RBA Software will at all times comply with the requirements and restrictions set forth in this Agreement, and (c) all Client Materials made available to Outpost Security will not violate any third party Intellectual Property Rights.

9.3.          DISCLAIMER. EXCEPT HAS EXPRESSLY STATED HEREIN, THE RBA SOFTWARE, OUTPOST SECURITY MATERIALS, AND THIRD PARTY PRODUCTS AND SERVICES ARE PROVIDED TO CLIENT “AS IS” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND BY OUTPOST SECURITY, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, OUTPOST SECURITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE RBA SOFTWARE, OUTPOST SECURITY MATERIALS, AND THIRD PARTY PRODUCTS AND SERVICES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. SUBJECT TO THE FOREGOING, OUTPOST SECURITY DOES NOT WARRANT THAT THE RBA SOFTWARE, OUTPOST SECURITY MATERIALS, OR THIRD PARTY PRODUCTS AND SERVICES WILL PERFORM ERROR FREE OR WITHOUT INTERRUPTIONS, NOR DOES OUTPOST SECURITY WARRANT THAT THE RBA SOFTWARE, OUTPOST SECURITY MATERIALS, OR THIRD PARTY PRODUCTS AND SERVICES WILL MEET ALL CLIENT REQUIREMENTS OR THAT ALL ERRORS OR FAILURES WILL BE CORRECTED. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OUTPOST SECURITY MAKES NO WARRANTIES WITH RESPECT TO ANY PORTION OF ANY MODIFICATIONS OR ANY CONFIGURATIONS OF THE RBA SOFTWARE DEVELOPED OR MODIFIED BY CLIENT OR BY ANY THIRD PARTY, INCLUDING ANY THIRD PARTY SOFTWARE, HARDWARE OR OTHER THIRD PARTY PRODUCTS. ALL OPEN SOURCE COMPONENTS INCORPORATED INTO THE RBA SOFTWARE ANY AND MODIFICATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL OUTPOST SECURITY BE LIABLE FOR ANY LOSS ARISING OUT OF FAILURE OF ANY THIRD PARTY PRODUCTS AND SERVICES, WHICH ARE GOVERNED BY A SEPARATE AGREEMENT.

10.           LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY’S LIABILITY RELATING TO BREACHES OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, WHICH SHALL BE UNLIMITED, EACH PARTY AGREES THAT THE OTHER’S LIABILITY IN CONNECTION WITH THIS AGREEMENT, OR RELATING TO THE RBA SOFTWARE PROVIDED HEREUNDER, SHALL BE LIMITED SOLELY TO THE FIRST PARTY’S DIRECT DAMAGES AND IN NO EVENT SHALL EXCEED THE TOTAL AMOUNT IN FEES PAID BY CLIENT TO OUTPOST SECURITY UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE EVENT OR ACTION GIVING RISE TO THE CLAIM. OUTPOST SECURITY EXPRESSLY DISCLAIMS, AND CLIENT AGREES, THAT OUTPOST SECURITY SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY THIRD PARTY PRODUCTS AND SERVICES OR OTHER THIRD PARTY SOFTWARE, PRODUCT OR SERVICE WHICH IS NOT CONTAINED IN THE RBA SOFTWARE AS PROVIDED BY OUTPOST SECURITY HEREUNDER. ANY CLAIM MADE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE RBA SOFTWARE PROVIDED HEREUNDER SHALL BE MADE WITHIN ONE (1) YEAR FROM THE DATE ON WHICH THE CLAIMING PARTY FIRST HAD NOTICE OF THE FACTS GIVING RISE TO THE CLAIM.

11.           INDEMNIFICATION.

11.1.       Indemnification by Outpost Security. Outpost Security agrees to indemnify, defend, and hold Client harmless from against any third party claims that the RBA Software provided to Client by Outpost Security infringe any Intellectual Property Rights of a third party. In the defense or settlement of any claim relating to infringement of the RBA Software, Outpost Security shall, in its reasonable judgment and at its option and expense (a) obtain for Client the right to continue using the RBA Software, (b) replace or modify the RBA Software so that the RBA Software becomes non-infringing while giving substantially equivalent functionality, or (c) if Outpost Security determines the remedies in (a) or (b) are not commercially reasonable, at its sole obligation, terminate this Agreement and refund to Client the Fees paid by Client during the preceding six (6) months. Outpost Security shall have no liability to indemnify and defend Client to the extent (1) the alleged infringement is based on infringing Client Materials or other information, data, software, applications, services, or programs created or furnished by or on behalf of Client other than by Outpost Security (2) the alleged infringement is the result of a modification to the RBA Software made by anyone other than Outpost Security, (3) the alleged infringement is  a result of Modifications of the RBA Software made or developed by Client or any third party, or (4) Client uses the RBA Software other than in accordance with this Agreement or any documentation provided by Outpost Security. This Section states Outpost Security’s entire liability and Client’s sole and exclusive remedy for claims relating to infringement.

11.2.       Indemnification by Client. Client agrees to indemnify, defend and hold Outpost Security harmless from and against any third party claims arising from or relating to (a) Client’s use of the RBA Software that exceeds the scope of the license granted herein, (b) modifications of the RBA Software made by Client or any third party, or (c) Client’s breach of its confidentiality obligations set forth in this Agreement.

11.3.       Procedure. The indemnified party will give the indemnifying party prompt written notice of any claim for indemnification and will cooperate in relation to the claim at the indemnifying party’s expense. The indemnifying party will have the exclusive right to control and settle any claim, except that the indemnifying party may not settle a claim without the indemnified party’s prior written consent (not to be unreasonably withheld) if the settlement requires the indemnified party to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials). The indemnified party may participate in the defense of any claim at its expense.

12.           THIRD PARTY PRODUCTS AND SERVICES.

Any Third Party Products and Services identified in the Order Form are subject to and governed by a separate end user license agreement between Client and the third party provider. By using such Third Party Products and Services, Client agrees to comply with all terms and conditions of the third party provider’s end user license agreement, as identified in the Order Form. Except as expressly provided in the Order Form, Outpost Security make no representation or warranty with respect to any Third Party Products and Services and Outpost Security expressly disclaims all liability with respect to Client’s use of any Third Party Products and Services.   

13.           GENERAL.

13.1.       Modification of the Agreement. The terms of this Agreement may only be modified by a written agreement duly signed by both parties hereto.

13.2.       Force Majeure. Outpost Security shall not be liable for any delays or failures in performance due to circumstances beyond its reasonable control which could not be avoided by the exercise of due care. Such acts include, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, government regulations imposed after the fact, fire, communications line failure, computer failures, severe weather, freight embargoes, power surges or failures, earthquakes or other disasters.

13.3.       Assignment. Outpost Security may freely assign this Agreement or any of the rights or obligations hereunder. Client may not assign this Agreement without the prior written consent of Outpost Security, which will not be unreasonably withheld. This Agreement is binding upon and will inure to the benefit of each party and its permitted successors and assigns. Each party will require any successor (whether direct or indirect, by purchase, merger or otherwise) to assume and to agree to perform this Agreement in the same manner and to the same extent that such party would be required to perform it if no such succession had taken place.

13.4.       Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Wisconsin and the United States of America. With respect to all disputes related to this Agreement, each party consents to the exclusive personal jurisdiction and venue of the state and federal courts of Wisconsin.

13.5.       Miscellaneous Terms. The terms of this Agreement may only be modified by a written agreement duly signed by both parties hereto. The section headings contained in this Agreement are inserted for reference purposes only and will not affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions or representations, whether written or oral. The failure of either party to assert any of its rights under this Agreement, including the right to terminate this Agreement in the event of a breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with their terms. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Outpost Security and Client. Neither party has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

BY CLICKING “I ACCEPT” OR OTHERWISE, ACCEPTING, SIGNING, ACKNOWLEDGING, OR CLICKING-THROUGH THIS AGREEMENT OR OTHERWISE AGREEING BY USE, CLIENT HEREBY AGREES THAT IT HAS REVIEWED, UNDERSTANDS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND FURTHER AGREES TO ENSURE THAT EACH OF CLIENT’S EMPLOYEES AND OTHER END USERS DO THE SAME.