SDV Entperise Operations Licensing Agreement

Updated: July 30, 2026

Effective: July 30, 2026, 2026

SDV ENTERPRISE

Thank you for choosing SDV Enterprise!

Before you accept this Operations License Agreement ("Agreement"), read these terms carefully. By accepting this Agreement or using the DataCebo Software (as defined below), you are agreeing to be bound by and are becoming a party to this Agreement. You represent and warrant that you have the authority to enter into this Agreement on behalf of any group or entity you represent, and you have the authority to bind such entity to this Agreement, in which case "you" means such entity.

You hereby covenant to ensure that all users that gain access to the DataCebo software from you are bound by this Agreement. If you do not agree to the terms set out in this Agreement, do not use the DataCebo Software.

This Agreement limits class action claims and requires arbitration of disputes.

Definitions
1. DataCebo means DataCebo, Inc., a Delaware corporation.
2. “Confidential Information” means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information of you or DataCebo (or any of DataCebo’s licensors, suppliers, affiliates, or other customers) that is disclosed by or for you or DataCebo or that is otherwise learned or accessed by you or DataCebo in the performance of this Agreement. Each party disclosing Confidential Information hereunder is a “Discloser,” and each party receiving Confidential Information hereunder is a “Recipient.” Confidential Information does not include any information that a Recipient can demonstrate is (a) rightfully furnished to Recipient without restriction by a third party without breach of any separate obligation to Discloser, (b) generally available to the public without breach of this Agreement, or (c) independently developed by Recipient without reliance on information of Discloser, as evidenced by prior written records.
3. DataCebo Software means SDV Enterprise and any other DataCebo proprietary computer programs that are made available to you under this Agreement, in object code and/or source code forms, as applicable, (including updates which may be provided in DataCebo’s sole discretion).
4. Documentation means the user guide, help information and/or other documentation generally provided by DataCebo to users of the DataCebo Software.
5. Site means https://datacebo.com/ and its subdomains.
6. Term means, collectively, the Initial Term and each Renewal Term, as defined below.
7. Effective Date means the date when this Agreement is accepted by you by clicking on the “I Accept” box or otherwise downloading and using the DataCebo Software.
Binding Agreement & Changes
1. Binding Agreement: This Agreement is a legal agreement between you (together with the entity that you represent) and DataCebo, establishing the terms and conditions under which you may access and use the DataCebo Software.
2. Changes: DataCebo reserves the right to revise this Agreement in its sole discretion at any time by posting revised terms on the Site. The terms of this Agreement in effect at the commencement of your then-current monthly subscription period shall remain fixed for the duration of that subscription period. Revisions to this Agreement will become effective and binding on you upon the commencement of your next Renewal Term, and your renewal of this Agreement (whether through Automatic Renewal (as defined below) or otherwise) constitutes your acceptance of any revised terms then posted on the Site. You are solely responsible for periodically reviewing the Site to check for any changes to this Agreement. DataCebo has no obligation to provide you with separate notice of any revisions but may choose to do so in its sole discretion. Your continued use of the DataCebo Software following the commencement of any Renewal Term constitutes your acceptance of all revisions to this Agreement.
Using Our Software
1. What you can do: Subject to this Agreement and the payment of applicable Fees (defined below), DataCebo grants you a nonexclusive, non transferable, non sublicensable right and license to use the DataCebo Software and the Documentation, during the Term, for production use. Examples of authorized use are:
  1. Automated or Repetitive Data Modeling or Sampling: Using the DataCebo Software for automated or repetitive data modeling or sampling. Incorporating the software into automated scripts or systems that execute tasks on a recurring schedule.
  2. Ensure Operation, Reliability, Enhancement, or Availability of An Application, Service or System: Using the DataCebo Software to ensure operation, reliability, enhancement, and or availability of an application, service, or system to its end-users and/or other dependent systems. E.g.: for software testing purposes, to train a simulation model used by an application, to sample a model and populate a database that is used for analytics.
  3. Enhancing your SaaS offering: Integrating the DataCebo Software into a Software as a Service application to enhance your offering, as long as it is hosted in your environment and the Software as a Service does not compete with the DataCebo Software.
2. What you cannot do: Enabling a third party to use the DataCebo Software is prohibited. That includes, but is not limited to, the following scenarios:
  1. Integrating the DataCebo Software in a Software as a Service application is prohibited.
  2. Integrating the DataCebo Software into a solution that is deployed in a third party environment is prohibited.
  3. Copying, distributing, disclosing or sharing with any third party the models generated using the DataCebo Software, or enabling a third party to model or sample data using the software, is prohibited.
  4. Using the DataCebo Software to generate or sample a model in a third party environment is prohibited.
Single Product. The DataCebo Software is licensed as a single product, and you may not separate or use its component parts.
Limited Users. Access to the DataCebo Software is limited to one user per license purchased.
Use Restrictions. Except as specifically permitted in this Agreement, you may not, and you shall not permit any third party to, directly or indirectly, do any of the following::
1. disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying ideas, algorithms or organization of the DataCebo Software (except and only to the extent that these restrictions are expressly prohibited by applicable statutory law);
2. encumber, loan, lease, rent, sublicense, transfer, repackage or distribute any DataCebo Software, or use the DataCebo Software for the benefit of any third party (e.g., service bureau arrangement);
3. copy, create derivative works of or otherwise modify any DataCebo Software or Documentation;
4. use or allow the transfer, transmission, export or re-export of all or any part of the DataCebo Software (or any product thereof) in violation of any export control laws or regulations of the United States or any other relevant jurisdiction; or
5. use any Confidential Information or any component of the DataCebo Software or Documentation to create, develop, enhance or support any product or service that is similar to or competes with any DataCebo Software or any other DataCebo product or service; or
6. use or disclose the results of any benchmark, performance, or comparative tests of the DataCebo Software without DataCebo’s prior written consent.
License Keys. You acknowledge that the DataCebo Software may contain codes or require license keys that detect or prevent unauthorized use of, or disable, the DataCebo Software if the license is not used in accordance with this Agreement. Each license key is assigned to a specific individual and may not be shared or used by any other individual, except that it may be reassigned upon your written request and DataCebo’s approval. Any unauthorized sharing or use constitutes a violation of this Agreement.
Support and Updates. DataCebo will offer support through an established public forum which can be accessed here on this page. DataCebo will use commercially reasonable efforts to respond to up to 10 support inquiries per month within 2 to 3 business days. DataCebo will not respond to emails sent to individuals, including private DMs sent on SDV Slack.
Upgrade Requests. DataCebo reserves the right to provide additional versions of the DataCebo Software, including bug fixes and new features. DataCebo reserves the right to request that you upgrade the licensed software package to the latest version if deemed necessary. Such requests may be required to ensure security, address critical issues, or capture additional Usage Data (as defined below).
Usage Data. The DataCebo Software is deployed and operates in your environment; DataCebo does not host, store, or have access to your data or any models you create using the DataCebo Software. However, the DataCebo Software may automatically collect and transmit to DataCebo certain usage and telemetry data, including, without limitation, information about synthesizers used, number of cells sampled, features accessed, frequency and duration of use, user interaction patterns, portal behavior, licensing information, and similar operational metrics (collectively, "Usage Data"). DataCebo may use the Usage Data for purposes including, without limitation, billing, license enforcement, account management, service administration, customer support, product development, product improvement, security, analytics, and other internal business purposes. DataCebo may also use aggregated or de-identified Usage Data for analytics, benchmarking, and marketing purposes. DataCebo shall own all right, title, and interest in and to the Usage Data and any analyses, reports, or other materials derived therefrom.
Diagnostic Data. The DataCebo Software may collect and transmit diagnostic information, including, without limitation, system performance data, error logs, system faults, crash reports, licensing information, and similar technical information ("Diagnostic Data"), for purposes of monitoring, support, maintenance, troubleshooting, security, and improvement of the DataCebo Software. Diagnostic Data does not include your data or any models you create using the DataCebo Software. DataCebo may use Diagnostic Data for any lawful business purpose related to operating, maintaining, securing, developing, and improving the DataCebo Software and its related services.
Data Collection Requirement. You acknowledge and agree that: (a) the collection and transmission of Usage Data and Diagnostic Data are necessary for the operation, support, licensing, and security of the DataCebo Software; (b) disabling, blocking, or otherwise interfering with such collection or transmission constitutes a material breach of this Agreement and may impair or prevent your use of the DataCebo Software; and (c) as described in this Agreement, Usage Data and Diagnostic Data do not include your data or any models you create using the DataCebo Software.
Audit Rights: Upon two weeks written notice (and no more than once per twelve (12) month period), DataCebo may audit your use of the DataCebo Software solely to verify your compliance with Section 5 (Limited Users) of this Agreement. You must make available for such inspection during normal business hours, at your principal place of business, only those records reasonably necessary to verify the number of licensed users accessing the DataCebo Software. Any audit will be at DataCebo’s expense, and DataCebo shall use commercially reasonable efforts to minimize disruption to your business operations. DataCebo shall treat all information obtained during any such audit as your Confidential Information. Without limitation to any other right or remedy of DataCebo, if an audit discloses that the number of users exceeds the number of licenses you have purchased, you shall promptly purchase additional licenses sufficient to cover the excess users from the date of their first use, at DataCebo’s then-current list price, and shall pay the applicable Fees within thirty (30) days of the date of the audit report.
Notice of Unauthorized Use. You will promptly notify DataCebo in writing of any unauthorized use, reproduction or distribution of any DataCebo Software.
Term and Termination
1. Term: This Agreement begins on the date you purchase a license and continues for the subscription period selected during the purchase process. The subscription will automatically renew for successive subscription periods unless you cancel the subscription through the DataCebo customer portal before the end of the then-current subscription period. You may cancel the subscription at any time through the DataCebo customer portal. Unless otherwise specified, cancellation will take effect at the end of the then-current paid subscription period, after which the subscription will not renew.
2. Termination: DataCebo may terminate this Agreement or your access to the DataCebo Software upon electronic notice to you if you breach this Agreement, fail to pay applicable fees, or engage in fraudulent, unlawful, or unauthorized use of the DataCebo Software. Upon the effective date of termination or expiration of this Agreement, your license to use the DataCebo Software automatically expires. You must immediately cease all use of the DataCebo Software and associated Documentation and uninstall and remove all copies of the DataCebo Software from its systems.
Fees and Payment
1. Fees: You shall pay DataCebo the fees set forth on the Site that correspond to the license you are purchasing ("Fees"). DataCebo may charge your payment method for all Fees due during the Initial Term and any Renewal Term. DataCebo reserves the right to revise the Fees and payment terms with at least sixty (60) days prior notice to you, and such changes will be effective upon commencement of your next Renewal Term.
2. No Refunds: Except as set forth in this Agreement, required by law, or otherwise agreed upon in writing by both parties, DataCebo shall have no obligation to provide refunds, and all Fees are non-refundable.
3. Third Party Payment Provider: DataCebo may use a third party payment service to bill you through an online account. By submitting payment account information, you agree that the processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service. DataCebo will not be responsible for failures of the third party to adequately protect any information you submit. You acknowledge that DataCebo may change the third party payment service at any time, and upon such change you may be required to submit your payment information to the new processor.
4. Taxes: All Fees are exclusive of any applicable sales, use, value-added, goods and services (GST), withholding, or similar taxes, duties, or governmental charges. You are solely responsible for paying all such amounts arising from your purchase or use of the DataCebo Software, excluding taxes based on DataCebo's net income, property, or employees.
Confidentiality
1. Non-use and Nondisclosure Obligations: Except for the specific rights granted by this Agreement, Recipient may not possess, use or disclose any Confidential Information of Discloser without Discloser's prior written consent, and must use reasonable care to protect the Confidential Information. Recipient may only disclose Confidential Information to its employees and contractors who have a need to know for the purposes of this Agreement and who are bound by confidentiality obligations that are at least as protective as the provisions herein. Recipient will be responsible for any breach of confidentiality by its employees and contractors. Promptly after expiration of the Term (or, at Discloser's request, at any time), Recipient must return all tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Usage Data and Diagnostic Data are DataCebo’s Confidential Information.
2. Legal Requirements: If Recipient receives a request to disclose any Confidential Information, whether pursuant to a valid subpoena or an order issued by a court or regulatory body ("Ordering Party"), and on advice of legal counsel such disclosure is required by law, then prior to disclosure, Recipient must (unless prohibited by law or such order) (a) notify Discloser of the terms of such request and advice, (b) cooperate with DataCebo in taking lawful steps to resist, narrow, or eliminate the need for that disclosure, and (c) if disclosure is nonetheless required, work with Discloser to take into account Discloser's reasonable requirements as to the timing, content and manner of disclosure and use best efforts to obtain a protective order or other binding assurance from the Ordering Party that confidential treatment will be afforded to the Confidential Information that is required to be disclosed. The foregoing is without limitation of Discloser's ability to seek a protective order or other relief limiting such disclosure; in such a case, you must cooperate in such efforts by Discloser.
IP Rights
1. Ownership of Data and Models: You are and will be the sole proprietor of the intellectual property rights in and to your data, any models resulting from the input of such data into the DataCebo Software and any derivative materials of your data and models. Ownership of such data, models and derivatives does not transfer any rights in the DataCebo Software to you.
2. Ownership of DataCebo Software: Except for the limited rights and licenses expressly granted hereunder, no other license is granted (by implication, estoppel or otherwise), no other use is permitted, and DataCebo (and its licensors) will retain all right, title and interest (including all patent rights, copyright rights, trade secret rights and all other intellectual property and proprietary rights) in and to the DataCebo Software and Documentation and any derivative works thereof. The parties agree not to take any action inconsistent with the ownership as set forth herein.
3. Feedback: If you or any of your personnel provides any comments, criticisms, or other feedback relating to the DataCebo Software (collectively, "Feedback"), you agree that: (a) you are not owed any compensation in exchange for such Feedback; (b) none of the Feedback contains confidential or proprietary information of you or any third party; (c) DataCebo may use or redistribute Feedback for any purpose and in any way, without restriction, worldwide; (d) there is no obligation for DataCebo to review your Feedback; and (e) DataCebo has no obligation to keep any Feedback confidential.
4. Your IP Developments; Non-Assertion and Waiver of Claims: You acknowledge and agree that this Agreement grants you a non-exclusive license, and DataCebo uses the DataCebo Software, and licenses third parties to use the DataCebo Software, for purposes which may be similar to or the same as the purposes for which you use the DataCebo Software, In the event you or your personnel develop any intellectual property, including any patents, copyrights, trade secrets and all other intellectual property or proprietary rights using the DataCebo Software (the "Developed IP"), you agree that you will not assert the Developed IP against DataCebo or its licensees in any action or claim for infringement or misappropriation should DataCebo or any third party licensee develop any intellectual property which is similar to, or otherwise competes with, the Developed IP, and you hereby waive and release DataCebo and its third party licensees from any and all such claims.
5. IP Markings: You may not (and may not permit any third party to) alter, obscure or remove any patent, trademark or other proprietary or legal notice deployed by or contained on any DataCebo Software, Documentation or packaging.
6. Third Party Code: The DataCebo Software may operate, interface or be delivered with software or other technology that is licensed from and owned by third parties ("Third Party Code"). You agree that (a) you will use Third Party Code in accordance with this Agreement (unless different terms are specified in the applicable license set forth or referenced in the Documentation), (b) no licensor of any Third Party Code makes any representation or warranty to you concerning the DataCebo Software, and (c) no licensor of any Third Party Code will have any obligation or liability to you as a result of this Agreement or your use of the DataCebo Software.
Disclaimer of Warranties
1. NO WARRANTY. THE DATACEBO SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. DATACEBO DOES NOT WARRANT THAT THE DATACEBO SOFTWARE WILL BE COMPATIBLE WITH ANY APPLICATION OR ENVIRONMENT OR OTHERWISE MEET YOUR REQUIREMENTS, OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.
2. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITSELF AND ITS LICENSORS, DATACEBO HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE DATACEBO SOFTWARE AND DOCUMENTATION, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, ACCURACY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE.
3. STATE LAWS. IF THE LAW OF THE COUNTRY OR STATE WHERE YOU LIVE DOES NOT ALLOW THE DISCLAIMERS PROVIDED FOR IN THIS SECTION, THOSE DISCLAIMERS SHALL NOT APPLY TO YOU TO THE EXTENT PROHIBITED.
4. NO HIGH RISK ACTIVITIES. THE DATACEBO SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN CONNECTION WITH HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, LIFE SUPPORT SYSTEMS, AND WEAPONS SYSTEMS, IN WHICH THE FAILURE OF SOFTWARE COULD LEAD TO PERSONAL INJURY AND DEATH ("HIGH RISK ACTIVITIES"). THE DATACEBO SOFTWARE MAY NOT BE USED FOR HIGH RISK ACTIVITIES.
Limitation of Liability
1. INDIRECT DAMAGES. IN NO EVENT SHALL DATACEBO BE LIABLE TO YOU OR ANY OTHER USER OF THE DATACEBO SOFTWARE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL.
2. DIRECT DAMAGES. DATACEBO’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) $100.00 OR (B) THE AGGREGATE AMOUNT YOU HAVE PAID TO DATACEBO IN FEES FOR THE DATACEBO SOFTWARE GIVING RISE TO SUCH DAMAGES DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF DATACEBO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
3. STATE EXCLUSIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
4. RELIANCE. YOU ACKNOWLEDGE AND AGREE THAT DATACEBO HAS OFFERED THE DATACEBO SOFTWARE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNITY, AND OTHER TERMS LIMITING OR ELIMINATING DATACEBO'S EXPOSURE TO RISK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ALL SUCH TERMS SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND DATACEBO, AND THAT THE FOREGOING FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND DATACEBO. BUT FOR THE FOREGOING, DATACEBO WOULD NOT AGREE TO PROVIDE THE DATACEBO SOFTWARE AND DOCUMENTATION TO YOU.
Indemnity.
1. Your Indemnification. You shall indemnify, defend and hold harmless DataCebo and its officers, directors, employees and agents, at your expense, from any claims, damages, losses, liabilities and all costs and expenses of defense, including, without limitation, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your legal, illegal, authorized, or unauthorized use of the DataCebo Software, except to the extent it is subject to indemnification by DataCebo under Section 21.(ii).
2. DataCebo IP Indemnification. DataCebo shall defend you against any third-party claim alleging that your authorized use of the DataCebo Software in accordance with this Agreement infringes or misappropriates any patent, copyright, trademark, or trade secret of a third party (an “Infringement Claim”), and shall indemnify and hold you harmless from any damages, costs, and attorneys’ fees finally awarded against you (or the amount of any settlement DataCebo enters into) with respect to such Infringement Claim.
3. Exclusions. DataCebo shall have no obligation under Section 21(ii) or otherwise with respect to any Infringement Claim based upon (a) any use of the DataCebo Software not in accordance with this Agreement or the Documentation; (b) any use of the DataCebo Software in combination with other products, equipment, software, data, or processes not provided by DataCebo, if such infringement would have been avoided absent such combination; (c) any modification of the DataCebo Software by anyone other than DataCebo or its authorized agents; (d) your failure to implement any updates, upgrades, or modifications to the DataCebo Software that DataCebo has made available to you at no additional charge, if such infringement would have been avoided by implementing such update, upgrade, or modification; or (e) any claim arising from your data, content, or specifications provided to DataCebo.
4. Infringement Remedies. If an Infringement Claim is made or, in DataCebo’s reasonable judgment, is likely to be made, DataCebo may, at its sole option and expense: (a) procure for you the right to continue using the DataCebo Software; (b) replace or modify the DataCebo Software so that it becomes non-infringing without materially reducing its functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate this Agreement (or the affected license) upon written notice to you and refund you any prepaid Fees for the remainder of the then-current Term.
5. Sole Remedy. THIS SECTION 21 STATES DATACEBO’S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE DATACEBO SOFTWARE.
6. Indemnification Procedures. The following procedures shall apply to any claim for indemnification under this Section 21:
  1. Prompt Notice. The party seeking indemnification (the “Indemnified Party”) shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of any claim, action, or proceeding for which indemnification is sought; provided, however, that a failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure.
  2. Defense and Control. The Indemnifying Party shall have the right, at its sole option and expense, to assume the exclusive defense and control of any claim subject to indemnification hereunder, with counsel of its own choosing. If the Indemnifying Party assumes the defense of any claim, the Indemnified Party shall have the right to participate in the defense at its own expense. If the Indemnifying Party does not assume the defense of any claim, the Indemnified Party may defend the claim at the Indemnifying Party’s expense.
  3. Cooperation. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of any claim, at the Indemnifying Party’s expense, including by providing access to relevant records, documents, and personnel as may be reasonably requested by the Indemnifying Party.
  4. Settlement. Neither party shall settle any claim subject to indemnification without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Indemnifying Party may settle any claim without the Indemnified Party’s consent if such settlement (i) includes a complete release of the Indemnified Party from all liability with respect to the claim, (ii) does not require any admission of fault or liability by the Indemnified Party, and (iii) does not impose any obligation on the Indemnified Party other than confidentiality obligations.
Dispute Resolution YOU AND DATACEBO AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
1. General. Except for disputes relating to your or DataCebo's intellectual property, you agree that all disputes between you and DataCebo (whether or not such dispute involves a third party) arising out of or relating to this Agreement or the DataCebo Software shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and you and DataCebo hereby expressly waive trial by jury. You and DataCebo shall appoint one arbitrator mutually agreed upon or, if you and DataCebo cannot agree within thirty (30) days of either party's request for arbitration, such arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement.
2. Right to Opt Out. You may opt out of this agreement to arbitrate. If you do so, neither you nor DataCebo can require the other to participate in an arbitration proceeding. To opt out, you must notify DataCebo in writing within thirty (30) days after the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the agreement to arbitrate and must include your name, address and phone number and a clear statement that you want to opt out of this agreement to arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way you can opt out of this agreement to arbitrate. You must send the opt out notice to this address: 229 Berkeley street, Suite 201, Boston, MA 02116
3. Changes, Survival. Notwithstanding any provision in this Agreement to the contrary, you and DataCebo agree that if DataCebo makes any change to the arbitration procedures set forth in this Agreement (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding prior to the effective date of the change. Moreover, if DataCebo seeks to terminate the arbitration procedures from this Agreement, such termination shall not be effective until thirty (30) days after the version of this Agreement not containing the arbitration procedures is posted to the Site, and shall not be effective as to any claim that was filed in a legal proceeding prior to the effective date of removal. This agreement to arbitrate will survive the termination of your relationship with DataCebo.
General Terms
1. Export Restrictions. The DataCebo Software and underlying information or technology may not be accessed or otherwise exported or re-exported (a) into any country to which the U.S. has embargoed goods, or (b) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
2. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersedes all previous communications, understandings and agreements (whether oral or written) and cannot be amended except by a writing signed by both parties or by DataCebo's posting of an amended version of this Agreement on the Site in accordance with the terms set forth above. However, if you or the entity for which you are accessing and using the DataCebo Software have a separate binding written agreement in place with DataCebo with respect to the DataCebo Software, that separate agreement shall take precedence over this Agreement in the event of a conflict.
3. No Assignment. You may not assign or transfer your rights or obligations under this Agreement in whole or in part to any third party without DataCebo's prior written consent.
4. Binding Effect. These Terms shall bind and inure to the benefit of the parties to this Agreement and their respective successors, permitted transferees and permitted assigns.
5. Independent Contractors. DataCebo and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party.
6. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
7. English Language. This Agreement is written in in English only, which will be controlling in all respects. No version of this Agreement in another language will be binding or of any effect.
8. Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
9. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement.
10. Venue. Each party hereby irrevocably submits to the exclusive jurisdiction of the state courts located in Suffolk or Middlesex County, Massachusetts (or, if there is federal jurisdiction, the United States District Court for the District of Massachusetts) for the determination of any action arising out of or in connection with this Agreement that is not subject to the agreement to arbitrate. Notwithstanding the foregoing, DataCebo may commence appropriate legal action in any jurisdiction to protect the DataCebo Software or Confidential Information.
11. No Class Action. Any claims brought by you or DataCebo must be brought in that party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor DataCebo will participate in a class action for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.
12. Remedies Cumulative. Unless specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity.
13. Injunctive Relief. You agree that, in the event of any breach or threatened breach of confidentiality, license grant or restrictions or proprietary rights, DataCebo will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, DataCebo will be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond, and notwithstanding the agreement to arbitrate.
14. Notices. Any notice or communication hereunder must be in writing and either personally delivered, or sent via confirmed electronic mail or via recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party as follows: If to DataCebo, to billing@datacebo.com or its address at 229 Berkeley Street, Suite 201, Boston, MA 02116, and if to you, at the email or address registered with your account, or at such other address designated in a subsequent notice by either party. All notices must be in English and are effective upon receipt.
15. US Government Rights. If any user of the DataCebo Software or Documentation is a department, agency or other entity of the U.S. Government, then use, duplication, reproduction, modification, release, disclosure or transfer of the DataCebo Software and Documentation is restricted in accordance with FAR 12.212 for civilian agencies and DFAR 227.7202 for military agencies. The DataCebo Software is commercial computer software and the Documentation is commercial computer software documentation, and their use is further restricted in accordance with the terms of this Agreement.
16. Survival. Accrued obligations and all provisions of this Agreement that by their nature should survive will survive any termination of this Agreement.
Acknowledgement. You acknowledge that (a) you have read and understand this Agreement, (b) you have had an opportunity to have legal counsel review this Agreement, (c) this Agreement has the same force and effect as a signed agreement, even if it is agreed by click-through or provided by cross-reference only, and (d) issuance of this license does not constitute general publication of the DataCebo Software, Documentation or Confidential Information.

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