# EULA: SaaS Services

Updated June 5th, 2026

**END USER LICENSE AGREEMENT — SAAS SERVICES**

This End User License Agreement ("**Agreement**") is a legal agreement between you (either an individual or an entity) ("**Customer**") and Conduktor Inc., a Delaware corporation ("**Conduktor**"), and governs your access to and use of Conduktor's hosted, cloud-based data platform services made available by Conduktor under a free license, including the "Ivy" hosted platform and any associated web applications, application programming interfaces, and documentation (collectively, the "**SaaS Services**"). This Agreement applies to free, self-service access to the SaaS Services. Conduktor's on-premises and downloadable software products are not covered by this Agreement and are governed by separate terms (see the [EULA](https://www.conduktor.io/legal/eula)). Access to and use of the SaaS Services is conditioned upon your compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Your access to or use of the SaaS Services indicates your acceptance of this Agreement. We may modify this Agreement (including any policies we reference) at any time by posting a revised version on the Conduktor website or by otherwise notifying you in accordance with the Notices section (Section 10.7). The modified Agreement will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to access or use the SaaS Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.

IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY AND "CUSTOMER" SHALL REFER HEREIN TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE SAAS SERVICES.

**THE SAAS SERVICES ARE PROVIDED FREE OF CHARGE, STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY SUPPORT, WITHOUT ANY WARRANTY OF ANY KIND, AND WITHOUT ANY SERVICE LEVEL, UPTIME, OR AVAILABILITY COMMITMENT. SEE SECTION 8.**

**1\. ACCESS AND LICENSE**

1.1 **Access Grant.** Subject to the terms of this Agreement, Conduktor grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable right during the applicable Term (as defined below) to access and use the SaaS Services solely for Customer's internal business operations, and subject to any usage limits made available by Conduktor. "**Authorized User**" means any unique individual user who is authorized by Customer to access or use the SaaS Services under Customer's account. Customer is solely responsible for all activity occurring under its account and for the acts and omissions of its Authorized Users.

1.2 **Additional Restrictions and Limitations.** Customer shall not, and shall not permit or encourage any of Customer's Authorized Users, or any employee, contractor, consultant, or third party to:

(a) sublicense, sell, resell, rent, lease, distribute, or pledge the SaaS Services or any of the rights under this Agreement, or make the SaaS Services available to any third party except as expressly permitted;

(b) use the SaaS Services to provide hosting, managed-service, time-sharing, service-bureau, or outsourced services to any third party, or otherwise for the benefit of any person other than Customer;

(c) provide access to the SaaS Services to anyone other than an Authorized User; any access to or use of the SaaS Services by a person who is not an Authorized User is a material breach of this Agreement;

(d) use any third-party or open-source software in conjunction with the SaaS Services in a manner that would subject the SaaS Services to any open-source or third-party license requiring its public disclosure, distribution, or licensing for derivative works;

(e) modify, translate, decrypt, create derivative works from, disassemble, decompile, or reverse-engineer the SaaS Services or any software underlying the SaaS Services, or otherwise attempt to access any source code or underlying ideas, algorithms, structure, or organization (except to the extent applicable law prohibits this restriction);

(f) bypass or breach any security device or protection used by the SaaS Services; access or use the SaaS Services other than as an Authorized User with valid credentials; share, transfer, or disclose any credentials; permit any other person to use an Authorized User account or credentials; or use shared logins or shared accounts;

(g) access or use the SaaS Services to build, train, or improve any competing or similar product or service, or to benchmark or conduct competitive analysis, or to copy any features, functions, or graphics of the SaaS Services;

(h) input, upload, transmit, store, or otherwise provide to or through the SaaS Services any unlawful, infringing, or injurious information or materials, or any harmful, malicious, or disabling code;

(i) interfere with or disrupt the integrity, performance, or operation of the SaaS Services or the data contained therein, or attempt to gain unauthorized access to the SaaS Services or their related systems or networks, including by means of any automated scraping, crawling, denial-of-service, or load-testing activity; or

(j) use the SaaS Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

1.3 **Suspension; Reservation of Rights.** Conduktor reserves the right to restrict, suspend, disable, throttle, or terminate Customer's access to the SaaS Services (in whole or in part) at any time, in its sole discretion, and without liability to Customer, and may provide notice where practicable; provided that Conduktor may take such action immediately and without prior notice in the event: (a) Conduktor reasonably believes that Customer's use of the SaaS Services may result in liability to Conduktor or any third party, or may adversely affect the integrity, functionality, security, or availability of the SaaS Services or any other customer's use; or (b) Customer is in breach of this Agreement. Conduktor is not responsible for any damages, liabilities, or losses of Customer resulting from any such restriction, suspension, disablement, throttling, or termination. Conduktor reserves all rights not expressly granted in this Agreement. No rights are granted by implication, estoppel, or otherwise.

1.4 **Usage Limits.** The SaaS Services are subject to usage limits as specified in the applicable product documentation or on the Conduktor website (including limits on the number of clusters, users, calls, throughput, storage, or other metrics), which usage limits are incorporated by reference into, and form part of, this Agreement as binding contractual restrictions. Customer shall not exceed, or attempt to circumvent, any such usage limits, including by creating multiple accounts or organizations, and any such exceeding or circumvention is a material breach of this Agreement. Conduktor may modify, introduce, or reduce usage limits at any time in its sole discretion.

1.5 **Changes to the SaaS Services.** Conduktor may, at any time and in its sole discretion, modify, update, enhance, suspend, or discontinue the SaaS Services or any feature, function, or component thereof, in whole or in part, with or without notice, and without any liability to Customer. Conduktor is under no obligation to maintain, continue, or make available the SaaS Services or any feature thereof, or to retain or preserve any Customer Data following discontinuation. Customer acknowledges that the SaaS Services are provided on an evolving basis and that backward compatibility is not guaranteed.

1.6 **No Support or Maintenance.** Conduktor is not obligated to provide any support, maintenance, updates, upgrades, error correction, or other services for the SaaS Services. Customer may access community support resources (such as documentation, forums, or community channels) to the extent Conduktor makes them available, but Conduktor provides no guarantee of response, resolution, availability, or correction. Any assistance Conduktor may elect to provide is at its sole discretion, on an "as is" basis, and may be discontinued at any time.

1.7 **No Service Levels or Availability Commitment.** Conduktor makes no commitment as to the uptime, availability, response time, reliability, performance, or accessibility of the SaaS Services. The SaaS Services may be unavailable, interrupted, suspended, degraded, or discontinued at any time, including for maintenance, updates, capacity, security, or any other reason or for no reason, in each case without notice and without liability to Customer. No service level agreement, availability target, or credit applies to this Agreement.

1.8 **Customer Data; Backups.** Customer is solely responsible for its Customer Data, including its accuracy, quality, legality, and the means by which Customer acquired it, and for maintaining its own backups. "**Customer Data**" means any data, content, or materials that Customer or its Authorized Users input, upload, transmit, or otherwise provide to or through the SaaS Services. Conduktor has no obligation to store, retain, back up, or preserve Customer Data, and Customer acknowledges that Customer Data may be deleted, lost, corrupted, or rendered inaccessible at any time. Conduktor will have no liability of any kind for any loss, deletion, corruption, or inaccessibility of Customer Data. To the extent Conduktor Processes (i.e., performs any operation or set of operations on, whether or not by automated means) any personal data contained in Customer Data on Customer's behalf, such Processing is governed by the Data Processing Agreement (available at [DPA: SaaS](https://www.conduktor.io/legal/dpa-saas)) made available by Conduktor, which is incorporated by reference. "Process," "Processes," and "Processed" are interpreted accordingly. Default and maximum retention periods for Customer Data are as described in the applicable product documentation and Conduktor's Privacy Policy (available at [Privacy Policy](https://www.conduktor.io/legal/privacy-policy)).

1.9 **Preview Releases.** Conduktor may make available pre-release versions of the SaaS Services or features under development ("**Beta Features**") at no charge. Beta Features will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a description of similar import. Beta Features are for evaluation purposes only and not for production use, are not supported, and may be subject to additional terms. Conduktor may discontinue Beta Features at any time in its sole discretion and is under no obligation to release a generally available version of any Beta Feature. Conduktor will have no liability for any harm or damage arising out of or in connection with any Beta Feature.

**2\. USER, PERFORMANCE, AND PERSONAL DATA**

2.1 **Telemetry Data.** Certain features of the SaaS Services collect and transmit technical telemetry and usage data to Conduktor ("**Telemetry Data**"). Telemetry Data includes information such as feature usage patterns, error logs, performance metrics, and deployment or configuration data. Conduktor will Process Telemetry Data to: (a) maintain, improve, and secure the SaaS Services; (b) monitor product performance and diagnose technical issues; and (c) generate aggregated and anonymized product analytics. Conduktor will not sell Telemetry Data to third parties.

2.2 **Account Registration Data.** Customer must provide a valid email address and other registration details as part of the account registration process. Conduktor may use such data to administer Customer's account and to communicate with Customer regarding the SaaS Services, security matters, and material product changes. It is Customer's responsibility to keep such information current. For account registration data, Conduktor acts as an independent data controller and will Process such data in accordance with applicable data protection laws and Conduktor's Privacy Policy.

2.3 **Personal Data in Customer Data.** Customer is solely responsible for any personal data it inputs into, uploads to, or otherwise Processes using the SaaS Services, including for establishing and maintaining a lawful basis for such Processing, providing all required notices, and obtaining all required consents. To the extent Conduktor Processes personal data contained in Customer Data on Customer's behalf, Conduktor acts as a processor (or, where Customer is itself a processor, as a sub-processor) and such Processing is governed by the Data Processing Agreement. Conduktor's collection and use of personal data in its capacity as a controller is described in Conduktor's Privacy Policy.

2.4 **Aggregated and Deidentified Data.** Notwithstanding anything to the contrary, Conduktor may collect, generate, and use aggregated, anonymized, and deidentified data derived from the operation and use of the SaaS Services (which does not identify Customer, any Authorized User, or any individual) for any lawful business purpose, including to operate, improve, and develop the SaaS Services and Conduktor's other products and services.

**3\. OWNERSHIP**

Customer acknowledges that Conduktor or its licensors retain all proprietary rights, title and interest, including all intellectual property rights, in and to the SaaS Services and any changes, corrections, bug fixes, enhancements, updates, and other modifications to them made by or on behalf of Conduktor (collectively, "**Modifications**"), and as between the parties all such rights will vest in Conduktor. For clarity, "Modifications" do not include, and Conduktor does not claim any ownership interest in, Customer Data or Customer's independent configurations, scripts, integrations, connectors, or other materials that Customer develops that do not incorporate Conduktor Confidential Information or Conduktor code. Customer grants Conduktor a non-exclusive, worldwide, royalty-free right to host, copy, transmit, display, and Process Customer Data solely as necessary to provide and operate the SaaS Services and as otherwise permitted under this Agreement. Customer acknowledges that the rights granted in Section 1 are limited in scope as set out in that Section.

**4\. FINANCIAL TERMS**

4.1 The SaaS Services made available under this Agreement are provided at no charge. Conduktor reserves the right to introduce fees for features, capacity, or usage tiers not covered by this Agreement; any such fees will be subject to a separate agreement.

4.2 To the extent any fees become payable in connection with use of the SaaS Services, such fees are exclusive of all applicable taxes and government charges, which Customer will be responsible for paying.

**5\. FEEDBACK**

Customer is under no duty to provide any suggestions, enhancement requests, or other feedback regarding the SaaS Services ("**Feedback**"). If Customer chooses to offer Feedback to Conduktor, Customer grants Conduktor a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the SaaS Services or otherwise use any Feedback Conduktor receives from Customer. Conduktor acknowledges that any Feedback is provided on an "as-is" basis with no warranties of any kind. Feedback will constitute Confidential Information of Conduktor for purposes of Section 6.

**6\. CONFIDENTIALITY**

6.1 **Nondisclosure and Limited Use.** "**Confidential Information**" means non-public information disclosed by one party to the other under this Agreement that is: (a) marked as confidential or proprietary in writing; (b) if disclosed orally, confirmed as confidential in writing (including email) within thirty (30) days; or (c) information that a reasonable recipient would understand to be confidential. The SaaS Services and Modifications are Conduktor's Confidential Information. Each party agrees to: (a) keep the other party's Confidential Information confidential; (b) use it only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose it to any third party, except to employees and subcontractors who need access and are bound by confidentiality obligations at least as protective as this Section. Each party must promptly notify the other of any unauthorized disclosure or use and take reasonable steps to help remedy it. These confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) the receiving party independently developed without reference to the disclosing party's Confidential Information; (iii) the receiving party lawfully obtained from another source without confidentiality restrictions; or (iv) must be disclosed by law or court order, provided the receiving party gives prompt notice and reasonable assistance so the disclosing party can seek a protective order. Either party may also disclose Confidential Information to its agents, attorneys, and other representatives (subject to confidentiality obligations at least as protective as this Section) or to any court as reasonably required to resolve a dispute under this Agreement.

6.2 **Remedies.** A breach or threatened breach of this Section may cause harm that cannot be adequately remedied by monetary damages alone. In such cases, the disclosing party may seek injunctive or other equitable relief without having to prove actual damages or post a bond, in addition to any other remedies available at law.

**7\. INDEMNITY**

**No Conduktor Indemnity.** Customer acknowledges and agrees that, given that the SaaS Services are provided free of charge and on an "as is" basis, Conduktor provides no indemnity of any kind, including no defense or indemnity against any claim that the SaaS Services infringe, misappropriate, or otherwise violate any intellectual property or other right of any third party. Customer assumes all risk in this regard.

**Customer Indemnity.** Customer will defend, indemnify, and hold harmless Conduktor, its affiliates, and each of their respective licensors, officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, or proceedings, and all related damages, losses, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) any allegation that Customer Data, or Customer's processing, transmission, storage, or other handling of Customer Data, violates applicable laws or infringes, misappropriates, or otherwise violates any third-party right; (b) Customer's breach of this Agreement, including any breach of the restrictions in Section 1 or of Customer's export controls and sanctions obligations, or any use of the SaaS Services in violation of applicable laws; (c) Customer's systems, networks, infrastructure, configurations, credentials, or access controls (including any security incident, unauthorized access, or failure to maintain appropriate security measures in Customer's environment); or (d) Customer's use of the SaaS Services in combination with any third-party products, services, software, systems, or data, to the extent the claim would not have arisen but for such combination.

**Indemnity Procedures.** Conduktor will promptly notify Customer in writing of any claim for which it seeks indemnification; provided that any failure to provide prompt notice will not relieve Customer of its obligations except to the extent Customer is materially prejudiced by such failure. Customer will have sole control of the defense and settlement of the claim and will pay all defense costs and any settlement amounts or damages awarded; provided that Customer may not settle any claim in a manner that admits fault or liability on behalf of, or imposes any obligation on, Conduktor or any of its affiliates without Conduktor's prior written consent (not to be unreasonably withheld or delayed). Conduktor will provide reasonable cooperation in the defense of the claim at Customer's expense.

**8\. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY**

**DISCLAIMER OF ALL WARRANTIES. THE SAAS SERVICES AND ALL OTHER MATERIALS, INFORMATION, AND OUTPUTS PROVIDED OR MADE AVAILABLE BY CONDUKTOR ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CONDUKTOR MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SAAS SERVICES OR ANY OTHER MATERIALS PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE. WITHOUT LIMITING THE FOREGOING, CONDUKTOR DOES NOT WARRANT THAT THE SAAS SERVICES WILL BE UNINTERRUPTED, AVAILABLE, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT ANY DATA WILL BE ACCURATE, PRESERVED, OR NOT LOST, OR THAT THE SAAS SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. ALL SUCH WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. CUSTOMER'S USE OF THE SAAS SERVICES IS ENTIRELY AT CUSTOMER'S OWN RISK.**

**EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, CONDUKTOR WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF OR INABILITY TO ACCESS DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CLAIM OR DEMAND BY ANY OTHER PARTY, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY LAW) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT CONDUKTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.**

**CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, CONDUKTOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SAAS SERVICES, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). CUSTOMER ACKNOWLEDGES THAT THE SAAS SERVICES ARE PROVIDED FREE OF CHARGE, THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.**

**EXCEPTIONS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WHERE LIABILITY CANNOT LAWFULLY BE EXCLUDED BUT MAY BE LIMITED, CONDUKTOR'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THE FOREGOING EXCLUSIONS OR LIMITATIONS, SO SOME OF THEM MAY NOT APPLY TO CUSTOMER, IN WHICH CASE SUCH EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.**

**9\. TERM AND TERMINATION**

9.1 **Term.** This Agreement is effective as of the date Customer first accesses or uses the SaaS Services or first accepts this Agreement (the "**Effective Date**") and continues until terminated in accordance with this Section 9. The period during which Customer is authorized to access and use the SaaS Services under this Agreement is referred to as the "**Term**". For the avoidance of doubt, this Agreement does not obligate Conduktor to continue providing, maintaining, updating, or supporting the SaaS Services.

9.2 **Termination.** Conduktor may suspend or terminate this Agreement and Customer's access to the SaaS Services at any time, for any reason or no reason, in its sole discretion, with or without notice, and without liability to Customer. The license and Customer's right to access the SaaS Services will immediately terminate if Customer breaches Section 1 of this Agreement, regardless of whether Conduktor notifies Customer. In addition, Conduktor may terminate this Agreement upon written notice if Customer fails to comply with any material term of this Agreement and does not cure the default within ten (10) days after written notice. Conduktor may also terminate this Agreement immediately if Customer: (a) terminates or suspends its business; (b) becomes subject to any bankruptcy or insolvency proceeding; (c) becomes insolvent or subject to direct control by a trustee, receiver, or similar authority; or (d) is wound up or liquidated, voluntarily or otherwise. Customer may terminate this Agreement at any time by ceasing all use of the SaaS Services and closing its account.

9.3 **Effect of Termination or Expiry.** The provisions of this Agreement that by their nature extend beyond termination or expiry will survive, including Sections 2 through 8 and 10. Upon termination or expiry, all of Customer's rights to access and use the SaaS Services will terminate immediately, and Customer must immediately discontinue all use of the SaaS Services. Conduktor may, but is not obligated to, make Customer Data available for export for a limited period following termination, after which Conduktor may delete or render inaccessible all Customer Data without liability. Conduktor will have no obligation or liability with respect to the deletion of or failure to retain any Customer Data. Nothing in this Section limits any other remedies Conduktor may have, or relieves Customer of obligations that arose before termination or expiry.

**10\. MISCELLANEOUS**

10.1 **Assignment.** Customer may not assign or transfer this Agreement, or any rights or obligations under it, without Conduktor's prior written consent. Any attempted assignment without that consent will have no effect. Conduktor may assign this Agreement to a successor to its business or relevant assets, whether by merger, sale, reorganization, or otherwise. Subject to this Section, this Agreement binds and benefits both parties and their respective successors and permitted assigns.

10.2 **Entire Agreement; Modification; Waiver.** This Agreement, together with any documents incorporated by reference (including the Data Processing Agreement and Privacy Policy), is the complete agreement between the parties on its subject matter and supersedes all prior agreements and understandings, whether written or oral. No third party gains any rights under this Agreement. Customer acknowledges that it has not entered into this Agreement based on any representations other than those contained in it. Except as described in the preamble (regarding Conduktor's right to modify this Agreement by posting or notice), no amendment or waiver will be effective unless in writing and signed by both parties. Waiving or delaying enforcement of any right on one occasion does not waive that right on any future occasion.

10.3 **Third Party Software and Services.** The SaaS Services may incorporate or interoperate with certain third-party open-source software and third-party services. Such third-party software and services are subject to their own applicable licenses and terms and not this Agreement. To the extent the terms of open-source licenses applicable to such software prohibit any of the restrictions in this Agreement, such restrictions will not apply to such software. Conduktor is not responsible for, and disclaims all liability arising from, any third-party software or services.

10.4 **Governing Law.** This Agreement is governed by the laws of the State of New York (without regard to conflict-of-law rules). Any disputes arising under this Agreement will be resolved exclusively in the state or federal courts located in the State of New York, and Customer consents to the exclusive jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10.5 **Severability.** If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it will be replaced with the valid provision that most closely reflects the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

10.6 **Relationship of the Parties.** Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties. Neither party has the right or authority to create obligations, make representations, or bind the other party in any way.

10.7 **Notices.** All notices under this Agreement must be in writing and will be considered delivered: (a) when delivered in person or by overnight courier; (b) three (3) business days after being mailed by first class, registered, or certified mail (postage prepaid) to the address specified in this Agreement or another address either party provides in writing; or (c) when sent by email. It is Customer's responsibility to keep its email address current. Customer will be deemed to have received any email sent to the email address then associated with Customer's account when Conduktor sends the email, whether or not Customer actually receives the email. Notices to Conduktor should be sent via email to [legal@conduktor.io](mailto:legal@conduktor.io).

10.8 **U.S. Government Restricted Rights.** If the SaaS Services are being licensed by the U.S. Government, the SaaS Services are deemed to be "commercial computer software" and "commercial computer documentation" developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, will be subject solely to the terms of this software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense ("DOD"), will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors.

10.9 **Export Law Assurances.** Customer understands that the SaaS Services are subject to export control laws and regulations. Customer may not access, use, or export or re-export the SaaS Services or any underlying information or technology except in full compliance with all applicable laws and regulations, in particular United States export control laws. The SaaS Services may not be accessed, used, exported, or re-exported: (a) into (or to a national or resident of) any country to which the United States 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 list of prohibited countries or debarred or denied persons or entities. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.

10.10 **Construction.** Section headings are for convenience only and do not affect interpretation. Neither party will be treated as the drafter of this Agreement for purposes of resolving any ambiguity. The word "including" means "including, without limitation."

10.11 **Force Majeure.** In no event will Conduktor be liable to Customer, or be considered to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Conduktor's reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, pandemic or epidemic, failure of third-party hosting, network, or telecommunications services, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

**11\. PUBLICITY RIGHTS**

Conduktor may identify Customer as a user of the SaaS Services and may use Customer's name, logo, and other trademarks in Conduktor's customer list, press releases, blog posts, advertisements, and website (and any goodwill arising from such use belongs exclusively to Customer). Customer can deny Conduktor this right at any time by submitting a written request via email to [support@conduktor.io](mailto:support@conduktor.io), requesting to be excluded from Conduktor promotional material. Requests may take thirty (30) calendar days to process, and such withdrawal will apply prospectively only. Following processing of such request, Conduktor will use commercially reasonable efforts to cease new uses and to remove Customer's name, logo, and other trademarks from Conduktor-controlled websites and other Conduktor-controlled marketing materials within such timeframe; provided that Conduktor will not be required to recall, retract, or delete any materials already published or printed prior to processing the request, or any materials not under Conduktor's control (including third-party posts or publications and paid advertisements already placed). Neither party may otherwise use the name, logo, or other trademarks of the other party for any purpose without the other party's prior written approval.

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If you have any questions, complaints, or concerns about how your information is handled, or would like to exercise any of your rights for yourself or on behalf of someone else, please email us at

#### support@conduktor.io