END USER LICENSE AGREEMENT AND PRODUCT WARRANTY
THIS END USER LICENSE AGREEMENT AND PRODUCT WARRANTY (THIS “AGREEMENT”) IS A BINDING AGREEMENT BETWEEN TDK SENSEI PTE LTD., A SINGAPORE PRIVATE LIMITED COMPANY (“TDK SENSEI”) AND THE PURCHASER OR LICENSEE OF THE PRODUCTS (“YOU” OR “YOUR”). BY EXECUTING A WRITTEN ORDER FOR THE PRODUCTS, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT WITH TDK SENSEI. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO AND MAY NOT DOWNLOAD, INSTALL OR USE ANY OF THE PRODUCTS.
1. DEFINITIONS
(a) “Authorized User” means the individuals (including employees and contractors) permitted to access and use the Products on Your behalf in accordance with this Agreement and the applicable ordering documentation received by TDK SENSEI.
(b) “Documentation” means any manuals, instructions or other documents or materials TDK SENSEI provides or makes available to You in any form or medium and which describe the functionality, components, features or requirements of the Products and any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof, including without limitation TDK SENSEI’s user manuals, handbooks and installation guides relating to Hosted Services, Hardware or Software, whether provided to You electronically or in hard copy form.
(c) “Hardware” means any hardware, equipment, devices, accessories, and parts made available to You by TDK SENSEI, including proprietary sensors and the edgeRX gateway, and any components or replacements of any of the foregoing.
(d) “Hosted Service(s)” means any software-as-a-service or cloud-based solutions and associated cloud-based application programming interfaces made available to You by TDK SENSEI.
(e) “Process” means to take any action or perform any operation or set of operations that the Hosted Services are capable of taking or performing on any data, information or other content. “Processing” and “Processed” have correlative meanings.
(f) “Products” means, collectively, the Hardware, Software, Hosted Services and all Documentation associated therewith.
(g) “Software” means (i) any software application or applications or firmware and any third-party or other software that TDK SENSEI provides You with access to and use of, (ii) any software made available for download or otherwise delivered to You by TDK SENSEI for installation, including updates, modifications, design data, and all copies thereof, associated software-based APIs, scripts, toolkits, libraries, reference or sample code, and similar materials, and including without limitation any software and firmware related to the edgeRX AI Pipeline Engine and Edge AI Models, and (iii) any all new versions, updates, revisions, improvements, modifications, patches, enhancements, or fixes to any of the foregoing that is made available to You by TDK SENSEI.
(h) “Subscription Term” means the period during which You have the right to use the applicable Products, as set forth in the applicable ordering documentation received by TDK SENSEI.
(i) “System Information” means (i) information, data, statistics, metrics and other content regarding usage, operation, support, and maintenance of the Hosted Services and the information technology infrastructure used by or on behalf of TDK SENSEI in connection with the Hosted Services, and (ii) other content that is derived by or through the Products from Processing information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from You by or through the Products, including tokenized and non-attributable data. “System Information” does not include User Content unless such User Content is aggregated with other information or Processed such that the original User Content is not identifiable from the inspection, analysis or further Processing of such information, data or content.
(j) “User Content” means any data or text entered by You or any Authorized User into the Hosted Services or Software and any output generated by You or any Authorized User through use of the Hosted Services or Software based on such data or text, excluding any data, text, audio, video, images, models, or software owned or controlled by TDK SENSEI or its affiliates or their respective licensors and made available by TDK SENSEI or its affiliates through or within the Hosted Services or Software.
2. LICENSE AND RIGHT TO USE. Subject to the terms and conditions of this Agreement and provided that You have paid the applicable fees, TDK SENSEI grants You for the duration of the applicable Subscription Term a limited, personal, non-sublicensable, non-transferable, non-exclusive: (a) license to install, access, and use the Software (in object code format only) and Documentation; and (b) right to access and use the Hosted Services, in each case solely for Your internal business purposes in accordance with the Documentation and in accordance with all other conditions and limitations applicable to each Product. Subject to the foregoing, the specific Products licensed and/or made available to You under this Agreement, including the quantity and the Subscription Term will be identified on the applicable ordering documentation received by TDK SENSEI. You may use each licensed copy of the Software that is provided on or with any Hardware only as embedded in or for execution on that specific unit of Hardware (or replacement thereof)
3. LIMITATIONS ON USE. Except as expressly permitted by this Agreement, You shall not, and shall not authorize or permit any other person or entity to, directly or indirectly: (a) copy, modify or create derivative works or improvements of any Product; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Product to any third party; (c) provide Product passwords or other Product log-in information to any unauthorized third party; (d) publish or disclose any information or results relating to performance, performance comparisons or other “benchmarking” activities relating to any Product; (e) reverse engineer, disassemble, decompile, or design around any Product, or decode, adapt or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (f) bypass or breach any security device or protection used by any Product; (g) input, upload, transmit or otherwise provide to or through any Product, any information or materials that are unlawful or injurious, or contain, transmit or activate any viruses and malicious code; (h) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner any Product; (i) abuse, interfere, attack or disrupt networks, security systems, user accounts or the integrity or performance of the Hosted Services or third-party data contained therein, including facilitating a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots); (j) remove, delete, alter or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Product; (k) access or use any Product in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law; (l) access or use any Product for the development, provision or use of a competing service or product of the Products; (m) use any Product in a way prohibited by law or that would cause You or TDK SENSEI to be out of compliance with applicable law; (n) access any Product from any location prohibited by or subject to sanctions or license requirements according to applicable sanctions and/or (re-)export control laws and regulations; or (o) otherwise access or use any Product beyond the scope of the authorization granted under this Agreement or in violation of applicable law. You are solely responsible for: (i) following any access instructions, specifications, and application Documentation provided by TDK SENSEI; (ii) establishing strong authentication and authorization policies, such as password requirements, and maintaining the confidentiality of all Authorized User credentials; (iii) the security, accuracy, quality, and lawful use of User Content and the means by which You acquired such User Content; and (iv) any and all access and use of the Hosted Services via Authorized Users’ accounts and all related activity. You will ensure that any access or use of the Hosted Services on Your behalf or at Your invitation complies with Your obligations under this Agreement. If You become aware of any violation of this Agreement by an Authorized User or any unauthorized access to the Hosted Services or any user account, You will immediately notify TDK SENSEI and terminate the relevant Authorized User or user account’s access to the Hosted Services. You are responsible for any act or failure to act by any user or any person using or accessing the account of a user in connection with this Agreement. Any action taken by You in contravention of this Section may result in the suspension or limitation of Your access to the Products or the termination of this Agreement. You shall indemnify and hold harmless TDK SENSEI and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a “TDK SENSEI Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder (“Losses”) incurred by such TDK SENSEI Indemnitee arising from any violation of the provisions of this Section by You or any Authorized User.
4. INTELLECTUAL PROPERTY; RESERVATION OF RIGHTS
(a) Regardless of any references to any sale or purchase in this Agreement, all Software is licensed by TDK SENSEI, and not sold. All right, title and interest in and to the Products, and all patents, copyrights, trade secrets, and other intellectual property rights in, related to, or used in the provision or delivery of, the Products, and any improvement, modification, or derivative work of any of the foregoing, are and will remain with TDK SENSEI. Except for the limited rights and licenses expressly granted under this Agreement, You have no right, license or authorization with respect to any of the foregoing. Nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to any aspect of the Products not expressly set forth herein. TDK SENSEI reserves all rights not expressly granted herein.
(b) The Software may contain or require the use of third party technology that is provided with the Software, including open source software. Third party technology is licensed to You either under the terms of this Agreement or under separate license terms that shall be specified in the relevant Documentation, “read me” files, notice files, or other such documents or files. Your rights to use such third party technology are subject to such separate license terms and are not restricted in any way by this Agreement, and to the extent that a term of this Agreement is in conflict with any applicable mandatory right granted by a third-party license, it shall not apply. If any applicable third-party license requires TDK SENSEI to furnish source code contained in the third party technology, TDK SENSEI shall provide it upon written request. Copyright and other proprietary rights notices of TDK SENSEI and third parties are contained in the Software or related Documentation, and You shall not modify, delete or obfuscate such notices.
(c) TDK SENSEI reserves the right, in its sole discretion, to make any changes to the Products to comply with applicable law or that TDK SENSEI deems necessary or useful to maintain or enhance (i) the quality or delivery of TDK SENSEI’s services to its customers, (ii) the competitive strength of or market for the Products and TDK SENSEI’s services or (iii) the Products’ cost efficiency or performance.
5. DATA; SECURITY
(a) TDK SENSEI processes, uses and collects System Information and other types of data and information from You and Your Authorized Users in connection with use of the Products to support, maintain, monitor, operate, develop, and improve its products and services or enforce its rights, including for AI model training and research and development purposes following the termination or expiration of this Agreement, and as otherwise described in this Agreement, TDK SENSEI’s Privacy Policy, a current copy of which is available at https://www.tdk.com/en/policy/index.html, and the applicable Documentation. TDK SENSEI also uses System Information for diagnostic and corrective purposes in connection with providing technical and customer support and to maintain the security of the Products. TDK SENSEI may collect certain information and data that relates to the use and operation of the Products, including features used, device and application identifiers, operating and system configuration information, location, log files, event files and other diagnostic files, and other System Information.
(b) TDK SENSEI will not acquire any title to or ownership of User Content by virtue of this Agreement. You are responsible for the content, management, transfer, use, accuracy, and quality of Your User Content and the means by which You acquire such User Content. You remain responsible for taking appropriate steps regarding protection, deletion, and retrieval of Your User Content, including by maintaining backup copies. You hereby irrevocably grant to TDK SENSEI such rights and permissions in or relating to User Content as are necessary or useful to deliver the Products to You and to exercise TDK SENSEI’s rights and perform its obligations under this Agreement.
(c) You agree to comply with applicable data privacy laws governing the protection of personal data in relation to Your obligations under this Agreement. You agree that no (i) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (HIPAA); (ii) credit, debit, or other payment card data subject to PCI DSS; (iii) other personal information subject to regulation or protection under applicable laws and related rules or regulations; (iv) social security numbers, driver’s license numbers, or other government ID numbers; or (v) any data similar to the foregoing that is protected under foreign or domestic laws or regulations ((i) through (v), collectively “Restricted Information”) will be processed, submitted or provided, directly or indirectly, to TDK SENSEI. You agree to indemnify and hold harmless the TDK SENSEI Indemnitees for any Losses incurred by such TDK SENSEI Indemnitee related to the processing, submission or provision of Restricted Information to TDK SENSEI or any of its affiliates in violation of this Section.
6. INUSURANCE. You are responsible for obtaining all insurance coverage that You believe is necessary to protect Your business, equipment, property, premises and persons in or on Your premises, including coverage for personal injury and property damage. TDK SENSEI does not guarantee that the Products will prevent personal injury, property damage, or damage to Your equipment, property or premises. You waive any rights that Your insurance carrier or others claiming through You may have against TDK SENSEI, including any rights of subrogation.
7. LIMTIED WARRANTIES
(a) TDK SENSEI warrants to You that Hardware will be free from material defects in material and workmanship at the time of delivery for a period of six (6) months from the date of delivery (the “Warranty Period”). During the Warranty Period, TDK SENSEI shall, in its sole discretion, either repair or replace defective Hardware (or the defective part). THE REMEDY SET FORTH IN THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND TDK SENSEI’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION. TDK SENSEI shall not be liable for a breach of the warranty set forth in this paragraph if: (i) You make any further use of such Hardware after giving notice to TDK SENSEI of defective Hardware; (ii) the defect arises because You failed to follow TDK SENSEI’s instructions as to the storage, installation, commissioning, use or maintenance of the Hardware; or (iii) You alter or repair the Hardware without the prior written consent of TDK SENSEI.
(b) TDK SENSEI shall use commercially reasonable efforts to make the Hosted Services available 24 hours per day, 7 days per week for the duration of the applicable Subscription Term purchased by You for such Hosted Service, except for planned downtime and emergency downtime and any unavailability caused by circumstances beyond TDK SENSEI’s reasonable control.
(c) The fees paid for Products do not include end user maintenance and support services from TDK SENSEI. If You desire to obtain maintenance and support services for the Products from TDK SENSEI, You must make separate arrangements for such maintenance and support services (including entering into a separate agreement) and pay additional fees associated with such services.
(d) Third-party materials and products manufactured by a third party (“Third-Party Materials”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third-Party Materials are not covered by any warranty contained in this Agreement. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
(e) TDK SENSEI will indemnify and defend, at its expense, any action brought against You to the extent that it is based on a third party claim that a Product infringes or misappropriates such third party’s U.S. intellectual property rights, U.S. patents, copyrights, or trade secrets, provided that You (i) promptly notify TDK SENSEI in writing of the claim, (ii) cooperate with TDK SENSEI, including by providing all requested information and reasonable assistance related to the claim, and (iii) allow TDK SENSEI sole authority to control the defense and settlement of such claim. TDK SENSEI will not admit liability or incur obligations on Your behalf without Your prior written consent, which will not be unreasonably withheld, conditioned or delayed. If such a claim is made or appears possible, You agree to permit TDK SENSEI, at TDK SENSEI’s sole discretion, to (A) modify or replace the Products, or component or part thereof, to make it non-infringing, or (B) obtain the right for You to continue use of the applicable Product. If TDK SENSEI determines that none of these alternatives is reasonably available, TDK SENSEI may terminate this Agreement, in its entirety or with respect to the affected Product, effective immediately on written notice to You. Notwithstanding anything to the contrary in this Agreement, TDK SENSEI will not have any liability or obligation to You to the extent that an infringement claim arises out of: (1) use of the Product in combination with any other product; (2) use of the Product in combination with data, software, hardware, equipment, or technology not provided by TDK SENSEI or authorized by TDK SENSEI in writing; (3) modifications to the Product not made by TDK SENSEI; or (4) use of any version other than the most current version of the Software or Documentation delivered to You. This paragraph sets forth TDK SENSEI’s entire liability and Your sole and exclusive remedy for infringement of third-party intellectual property rights.
(f) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE PRODUCTS ARE PROVIDED “AS IS” AND TDK SENSEI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TDK SENSEI MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS OR ANY RESULTS OF THE USE THEREOF WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
8. LIMTITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHER LEGAL OR EQUITABLE THEORY, (A) IN NO EVENT WILL TDK SENSEI OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PRODUCTION OR DATA, INTERRUPTION OF OPERATIONS, OR LOST REVENUE OR PROFITS, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE AND (B) IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF TDK SENSEI AND ITS AFFILIATES EXCEED THE AGGREGATE FEES RECEIVED BY TDK SENSEI FOR THE APPLICABLE PRODUCT THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT LIMIT LIABILITY FOR BODILY INJURY OF A PERSON, DEATH OR FRAUD AND WILL NOT APPLY TO THE EXTENT THAT LIABILITY CANNOT BE LIMITED OR EXCLUDED ACCORDING TO APPLICABLE LAW.
9. COMPLIANCE WITH LAWS AND EXPORT CONTROL. You shall conduct Your business operations in accordance with all export laws, restrictions and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and all other U.S., Singapore or other applicable foreign agency or authority, including all applicable sanctions, embargoes, and (re-)export control laws and regulations of the U.S., Singapore and any other applicable jurisdiction (collectively, “Export Regulations”) and shall not use, import, export or re-export, or allow the use, import, export or re-export of, any Product, TDK SENSEI technology or information in violation of any Export Regulation. Without limiting the generality of the foregoing, You shall ensure that no Product is, in the absence of authorization by U.S. and other applicable law as required, used by or exported, sold or re-exported to (a) any U.S. sanctioned or embargoed country, or to nationals or residents of such countries or (b) any person, entity, organization or other party identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons List, or the Department of State’s Debarred Parties List, as published and revised from time to time. You agree to indemnify and hold harmless the TDK SENSEI Indemnitees against any Losses relating in any way to Your noncompliance with this Section, including Your and Your Authorized Users’ and any of Your business partners’, agents’ or representatives’ violation or alleged violation of any Export Regulations.
10. TERM AND TERMINATION.
(a) This Agreement will continue in effect for the applicable Subscription Term purchased by You with respect to a Product unless earlier terminated as set forth herein. TDK SENSEI may terminate this Agreement or suspend or limit Your or any Authorized User’s access to and use of the Products, in whole or in part, immediately if (i) TDK SENSEI reasonably determines that the use of the Products poses a security risk to the Products, TDK SENSEI or any third party, or subjects TDK SENSEI or any third party to liability, (ii) You materially breach this Agreement or (iii) TDK SENSEI is required under the Export Regulations or other applicable law to limit or suspend Your and Your Authorized Users’ access to the Products. Suspension or limitation will not limit any other rights available to TDK SENSEI under this Agreement, will not relieve You of your obligation to pay fees, and may be lifted when the reason for such suspension or limitation no longer exists.
(b) Any termination of this Agreement will also terminate the licenses and/or other rights granted hereunder. In no event will termination relieve You of Your obligation to pay any fees payable to TDK SENSEI prior to the effective date of termination. Upon termination of this Agreement, You shall cease use of all Software, Hosted Services and Documentation, shall destroy and remove from all computers, hard drives, networks and other storage media all copies of the Software (if applicable) and Documentation, and shall certify to TDK SENSEI that such actions have occurred. This Section 10(b), Section 3, Section 4, Section 5, Section 8, Section 9 and Section 12, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination of this Agreement, will survive the expiration or earlier termination of this Agreement.
11. MISCELLANEOUS. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible consistent with the original intent of the parties, and the other provisions of this Agreement will be interpreted so as reasonably to affect the intention of the parties. The failure of TDK SENSEI to enforce its rights under this Agreement or to act with respect to a breach of this Agreement by You or others will not be construed as a waiver of such rights and will not limit TDK’s rights with respect to any such breach or any subsequent breaches. This Agreement is personal to You and You shall not assign (by operation of law or otherwise), transfer or sublicense any obligation or benefit under this Agreement, in whole or in part, for any reason whatsoever without TDK SENSEI’s prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. The parties are independent contractors. Nothing in this Agreement shall be construed as creating an agency, partnership, joint venture or any other form of association between the parties and no party has the right or authority to bind the other party in any respect. The Agreement will be exclusively governed by and determined in accordance with the internal laws of the state of California, United States, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of any jurisdiction other than those of the State of California. The provisions of the United Nations Convention On Contracts For The International Sale Of Goods are expressly excluded and do not apply to this Agreement. Any dispute arising out of or relating to this Agreement will be referred to and finally determined by binding arbitration conducted by JAMS (“JAMS”) in accordance with JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), and to the extent applicable, the United States Federal Arbitration Act, in San Jose, California, United States. The language used for proceedings will be English. Nothing in this Section will restrict the right of the parties to seek interim relief intended to preserve the status quo or interim measures in any court of competent jurisdiction. Notwithstanding the foregoing, to the extent permissible under applicable law and to the extent it would not result in the invalidity or inapplicability of this Section, the parties agree that TDK SENSEI, at its sole discretion, may bring an action in the courts of the jurisdiction(s) where any Product is being used by You or where You have your place of business to enforce its intellectual property rights. This Agreement constitutes the full and complete agreement between the parties with respect to the subject matter thereof and supersedes any previous or contemporaneous agreements or communications between the parties, whether written or verbal, relating to such subject matter. The terms of any purchase order or similar document are excluded from this Agreement and such terms will not supplement or modify this Agreement, irrespective of any language to the contract in such document. This Agreement will not be modified or waived, except by a mutual signed writing, provided that TDK SENSEI may update the online terms referenced herein from time to time. If there is a mutually signed agreement (not including any purchase order or similar document) between TDK SENSEI and You expressly covering the license and/or usage of Products by TDK SENSEI to You, then the express terms of that agreement will govern to the extent such agreement conflicts with the terms of this Agreement. You agree to provide information or other materials that TDK SENSEI reasonably requests to verify Your compliance with this Agreement and to provide TDK SENSEI with reasonable access to Your facilities to perform any such audit. The parties acknowledge and agree that this Agreement is subject to the U.S. Electronic Signatures in Global and National Commerce Act and the Singapore Electronic Transactions Act and any similar law in any other applicable jurisdiction that makes legally effective a contract in electronic form, and authorizes acceptance by means of an electronic signature or process.
