End User License Agreement

1. 1. User Obligations. To use Laboratory, you must: (i) be at least 13 years old; (ii) not have been previously suspended or removed from accessing Laboratory by Slingshot for breach of this EULA; and (iii) either (a) have been granted access and login credentials by your employer or university (“ Organization”) who has a separate, valid, and current license agreement with Slingshot or (b) have registered and been approved by Slingshot for an individual account with Slingshot for use of Laboratory. If you are entering into this EULA on behalf of your Organization, that Organization is deemed to be the User and you represent that you have the power and authority bind that Organization to this EULA.
      1. User is responsible for the use of Laboratory by any individual to whom it grants access and login credentials and for such individuals’ compliance with this EULA. User is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all User data. User shall ensure that it is entitled to transfer the relevant User data to Slingshot so that Slingshot and its service providers may lawfully use, process, and transfer any User data in accordance with this EULA on User’s behalf. User shall promptly notify Slingshot if it becomes aware of any unauthorized use of or access to User’s account or Laboratory.
      2. User’s fees are set forth in the applicable order and are based on the number of individuals and version of Laboratory purchased. User shall pay all fees in the currency specified in the order when due and is responsible for providing complete and accurate billing information to Slingshot. If such fees are being paid via credit card or other electronic means, User authorizes Slingshot to charge such fees using User’s selected payment method. Payment obligations are non-cancelable and final. Fees paid are not refundable, exchangeable, or offsettable unless otherwise expressly provided herein. The number of individuals purchased under a subscription cannot be decreased during the applicable Term. If User requires the use of a purchase order or purchase order number, User shall provide the purchase order number at the time of purchase. Where User designates use of a third-party payment processor network (such as a payment agent, for example), User shall be responsible for payment of all fees and charges associated with use of such network.
      3. User’s fees are based on annual or monthly periods (or pro rata portions thereof, calculated on a daily basis) that begin on the order start date and each annual or monthly anniversary thereof. Subscriptions to Laboratory are sold on a tiered basis based on the number of individuals granted access. User shall purchase a subscription to Laboratory for each individual, and the initial number of individuals and tiers is reflected in the applicable order. User may add an individual to its order at any time on written notice to Slingshot (email notice is acceptable). Slingshot reserves the right to calculate the total number of individuals periodically,and if the number of individuals exceeds Slingshot’s current number of paid subscriptions, then Slingshot reserves the right to invoice User for the applicable tier on a pro rata basis for the remaining period in User’s Term, so that all individuals final use dates coincide and are co-terminus. Slingshot reserves the right to revise fee rates or the billable amount structure for Laboratory at any time and will provide User with notice of any such changes at least fifteen (15) days prior. Slingshot may charge User the then-current pricing for the applicable operator if the number of individuals accessing Laboratory is modified or if User changes its order.
      4. Any fees charged to User are exclusive of taxes. Except for those taxes based on Slingshot’s net income, User shall be responsible for all applicable taxes in connection with this EULA including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for Laboratory be subject to withholding tax by any government, User shall reimburse Slingshot for such withholding tax.
   2. Grant of Rights and Restrictions.
      1. Access Rights to Laboratory. Subject to the terms of this EULA, to any limitations set out in any applicable order, your complete and ongoing compliance therewith, your payment of any license fees set forth in any order for Laboratory, and your lawful utilization of Laboratory Slingshot grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use and access Laboratory solely for your own internal business, non-commercial, research, and educational purposes during the Term (as defined herein). Such authorization shall only apply for any individual that has been granted access by an Organization, for the number of named individuals specified in the attached order. Subject to any earlier termination as provided herein, you are only permitted to access and use Laboratory for so long as you have a valid agreement with Slingshot and User have been granted access as an authorized individual user. Further, if you are using Laboratory as a member of an Organization, you acknowledge and agree that you will only receive access to the version of Laboratory (and the features and functionality) that your Organization has contracted for with Slingshot.
      2. Rights to User Data. You hereby grant to Slingshot a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use (and to permit Slingshot, its affiliates, and their respective subcontractors to access and use) any data, information, or materials you upload to Laboratory (“ User Data”) in order to provide Laboratory and its related features and functions to you, and as otherwise contemplated in this EULA. As between the parties, and subject to any rights your Organization may have in User Data, you are and shall remain sole owner of all rights, title, and interest in and to your User Data.
      3. Restrictions. This license is subject to the express restrictions set forth below. You shall not, and shall not permit any third party to:
         1. Disclose proprietary elements of Laboratory or fail to restrict any named users (if User is an Organization) from disclosing proprietary elements of Laboratory;
         2. Use Laboratory for any illegal purpose or in violation of any local, state, national, or international law or of this EULA;
         3. Use Laboratory in any manner or for any purpose not specified herein and, without limiting the generality of the foregoing, User shall not use Slingshot for commercial purposes or to develop products or services;
         4. Allow any personnel other than named users to access or otherwise use Laboratory nor allow a named user to reassign, share, or allow usage of its license with or by any other person or entity, with the exception that if licensed to an Organization, a named user may be replaced with such user’s access reassigned to a new named user within the Organization if a prior named user is no longer employed by the Organization or has changed in job status or function so long as the maximum number of named users ordered by the Organization is not exceeded;
         5. Sell, lend, lease, license, sub-license, provide access to, distribute, rent, lease, loan, publish, display, disseminate, assign, list, or otherwise transfer (whether by sale, exchange, lease, gift, or otherwise) Laboratory, nor any license, copy, portion, or rights thereof, in whole or in part, to any third-party;
         6. Copy, make available for copy, or otherwise reproduce Laboratory, in whole or in part, except either (a) as may be required for their installation into computer memory for the purpose of executing Laboratory in accordance with this EULA; or (b) to make a reasonable number of copies solely for back-up purposes, provided that any such permitted copies shall reproduce all copyright, trade secret, patent, logo, proprietary, or other legal notices contained in the original copy obtained from Slingshot;
         7. Use Laboratory for supporting third-parties’ use of Laboratory, timeshare Laboratory, or provide service bureau use;
         8. Provide access (directly or indirectly) to the Materials via a web or network application other than your internal network;
         9. Modify, improve, or create any derivative work of, any part or all of Laboratory;
         10. Reverse engineer, decompile, disassemble, or otherwise attempt to discover or gain access to the source code of any portion of Laboratory or Laboratory’s method of operation;
         11. Perform benchmark tests without the prior written consent of Slingshot (any results of such permitted benchmark testing shall be deemed Confidential Information of Slingshot)
         12. Interfere with security-related features of Laboratory;
         13. Circumvent any technological measures designed to prevent or detect unlicensed use of Laboratory;
         14. Adapt, translate, copy, or convert all or any part of Laboratory in order to create software or other materials, a principal purpose of which is (a) to perform the same or similar functions as Laboratory or any other technology or materials licensed by Slingshot, or (b) to replace any component of Laboratory or any other technology or materials licensed by Slingshot;
         15. Interfere with the operation of Laboratory or any user’s enjoyment of Laboratory, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, Trojan horses, or other harmful or malicious code, files, or scripts; (b) interfering with or disrupting any network, equipment, or server connected to or used to provide Laboratory; or (c) accessing or using the service in any manner that interferes with or disrupts the integrity or performance of Laboratory (or the data contained therein);
         16. Access or use Laboratory to send or store infringing, obscene, threatening, or otherwise unlawful material;
         17. Alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary, or other legal notices on or in copies of Laboratory;
         18. Use Slingshot’s name, trade names, logos, or other trademarks of Slingshot’s or any of its affiliates in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any third-party, except in the form provided by Slingshot’s, and then solely for purposes of identifying Slingshot’s Laboratory; or
         19. Attempt to do any of the acts described in this Section 2.3 or assist or permit any person to engage in any of the acts described in this Section 2.3.
   3. Intellectual Property Rights
      1. Of Slingshot. Laboratory is owned and operated by Slingshot. As between you and Slingshot, Slingshot is and shall remain at all times the sole owner of all right, title, and interest in and to: (i) Laboratory (including its features and functions), including all intellectual property rights embodied therein; (ii) any data input, output, processed using, or data generated by Laboratory (except for User Data); (iii) any Platform Analytics (as defined in Section 9); and (iv) any improvements or modifications thereto (“ Slingshot Materials”). You may not make use of Slingshot Materials except as expressly authorized under this EULA. Slingshot reserves all rights to the Slingshot Materials not expressly granted in this EULA.
         1. For clarity, User shall not have any right, title, or interest in or to Laboratory and this EULA does not grant, confer, or transfer any rights, title, or interest in any Slingshot patent, copyright, trade secret, trademark, or any other intellectual property rights or any other technology or proprietary information owned or controlled by Slingshot except to the extent explicitly stated in this EULA. Any rights granted to Licensee will revert back to Slingshot upon any termination of this EULA.
         2. Laboratory is a commercially valuable product of Slingshot and proprietary in nature, the design and development of which reflect the efforts of skilled development experts and the investment of considerable time and expense. User acknowledges that breach or threatened breach of this EULA may cause Slingshot irreparable injury that cannot be adequately compensated by means of monetary damages. Slingshot claims and reserves all rights and benefits afforded under all relevant laws and regulations. You shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to Laboratory, so as to enable User to satisfy its obligations under the terms of this EULA. Laboratory is and contains valuable proprietary information of Slingshot, and is protected by copyright laws, trade secret laws, and other applicable laws. User agrees that any breach or threatened breach of this EULA by User may be enforced by Slingshot by means of equitable relief (including but not limited to injunctive relief) without the necessity of posting any bonds and in addition to any other available rights and remedies.
         3. Laboratory and all copies thereof are protected by United States and international copyright laws and other applicable laws. The existence or non-existence of a copyright notice shall not cause, or be construed as causing, the Laboratory to be in the public domain or to be other than an unpublished work with all rights reserved under the copyright laws.
      2. Of User. User authorizes Slingshot and its authorized third party service providers a worldwide, non-exclusive license to host, copy, access, process, transmit, and display User data: (a) to maintain, provide, and improve Laboratory and perform under this EULA; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that an individual is in violation of this EULA; or (d) at User’s direction or request or as permitted in writing by User.
   4. Third-Party Sites. Laboratory may contain links to third-party websites. Linked websites are not under Slingshot’s control, and Slingshot is not responsible for their content. Certain Laboratory features may require the use of third party software products that may require a separate license from such third parties to use such products. You agree, understand, and acknowledge that to the extent that Laboratory contains such third party software: (i) such software is provided “as-is” as a “pass-through” and is provided to User without warranties, indemnification, support, or other representations of any kind by Slingshot; and (ii) Slingshot bears no liability with respect to such third party software.
      1. User may install or enable third party services for use with Loratory, such as online applications, offline software products, or services that utilize the Slingshot API in connection with User’s use of Laboratory (“Third Party Services”). Any acquisition and use by User of such Third Party Services is solely the responsibility of User and the applicable third party provider. User acknowledges that providers of such Third Party Services may have access to User data in connection with the interoperation and support of such Third Party Services with Laboratory. To the extent User authorizes the access or transmission of User data through a Third Party Service, Slingshot shall not be responsible for any use, disclosure, modification, or deletion of such User data or for any act or omission on the part of the third party provider or its service.
   5. Modification of these Terms. We reserve the right to change this EULA on a going-forward basis at any time. Please check this EULA periodically for changes. Material modifications are effective upon your acceptance of the modified EULA. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section, this EULA may be amended only by a written agreement signed by User and an authorized representative of Slingshot. Disputes arising under this EULA will be resolved in accordance with the version of this EULA that was in effect at the time the dispute arose.
   6. Modifications to Laboratory. Laboratory includes the features and functionality applicable to the version of Laboratory ordered by User. Slingshot reserves the right to modify or discontinue Laboratory at any time (including by limiting or discontinuing certain features of Laboratory), temporarily or permanently, without notice to you. Slingshot will have no liability for any change to Laboratory or any suspension or termination of your access to or use of Laboratory. Slingshot may update the content, functionality, and user interface of Laboratory from time to time in its sole discretion.
      1. No Upgrades. This EULA does not entitle the Licensee to receive updates, upgrades, or other modifications for Laboratory or technical support. Any updates, upgrades, or other modifications provided by Slingshot are deemed “Laboratory” for purposes of this EULA.
   7. Term and Termination.
      1. Term. This EULA commences on the earlier to occur of (a) your acceptance of this EULA or an associated order or (b) first access or use Laboratory. This EULA terminates upon the earlier of the expiration of the license period specified in the attached order or the occurrence of one of the following (such period, the “ Term”).
         1. Suspension. Slingshot may suspend the account of any individual who violates this EULA or is using Laboratory in a manner that Slingshot reasonably believes may cause a security risk, disruption of others’ use of Laboratory, or liability for Slingshot. If User fails to promptly suspend or terminate such individual’s account, Slingshot reserves the right to do so and to terminate this EULA and any orders hereunder.
         2. Termination by Slingshot. In addition to any other termination right afforded to Slingshot under this EULA, Slingshot may terminate this EULA, or suspend or terminate your access to Laboratory, at any time for any or no reason, with or without notice.
         3. Termination by You. You may terminate this EULA by e-mailing Slingshot at lab-support@slingshotaerospace.com to deactivate your Laboratory account and cease all access to and use of Laboratory.
      2. Effect of Termination. Upon expiration or termination of this EULA, for any reason, all licenses and rights granted to you under this EULA will terminate, you must immediately cease use of Laboratory, and you must promptly destroy and provide written certification of the destruction of all copies of Laboratory in your possession or control. In addition to any terms that are intended by their nature to survive, the following Sections shall survive any termination or expiration of this EULA: Sections 3, 4, 7.2, and 8 - 13.
   8. Platform Analytics. You agree that Slingshot has the right to collect, compile, analyze, and otherwise use and exploit: (i) statistical data related to your use of Laboratory, and (ii) other data that qualifies as De-Identified Data (collectively, the " Platform Analytics"). The term " De-Identified Data" means information that meets each of the following criteria with regard to the the information: (a) does not personally identify you; (b) does not identify, by network Internet Protocol address, raw hardware serial number, or raw MAC address, a particular device or computer associated with or used by you; and (c) is not reasonably linkable to a particular natural person due to technical, legal, or other controls. No compensation shall be paid by Slingshot to you or others with respect to its use of the Platform Analytics.
   9. Feedback. If you provide any suggestions, ideas, recommendations, descriptions of errors, and other feedback to Slingshot concerning Laboratory, its functions and features, or otherwise (collectively, " Feedback"), you hereby grant to Slingshot a non-exclusive, perpetual, worldwide, royalty-free license to use, adapt, distribute, or otherwise commercially exploit that Feedback for any purpose. For the avoidance of doubt, you shall not acquire any ownership rights in Laboratory, or in any associated intellectual property rights, even if Slingshot uses your Feedback in connection with Laboratory or otherwise.
   10. Indemnification. You shall defend, indemnify, and hold Slingshot and its affiliates, and their respective officers, directors, employees, and agents harmless from and against any third-party claim, action, suit, or proceeding resulting from: (i) your use of Laboratory; (ii) your negligence, gross negligence, or willful misconduct; or (iii) your breach of this EULA.
   11. Disclaimer of Warranties. LABORATORY IS PROVIDED "AS IS" AND SLINGSHOT AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT LABORATORY IS RELIABLE, UNINTERRUPTED, OR ERROR-FREE; THAT LABORATORY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT LABORATORY IS ACCURATE OR OF SATISFACTORY QUALITY; OR THAT DEFECTS IN LABORATORY WILL BE CORRECTED. SLINGSHOT AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND OR NATURE OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY RELATING TO LABORATORY (INCLUDING ITS FEATURES AND FUNCTIONS) AND INCLUDING, WITHOUT LIMITATION, ANY WITH REGARD TO INFRINGEMENT, MERCHANTABILITY, QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE OR USER’S PURPOSE. SLINGSHOT ALSO EXPRESSLY DISCLAIMS ANY WARRANTIES THAT MAY BE IMPLIED FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. LABORATORY IS PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK OF SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH USER. SLINGSHOT DOES NOT WARRANT THAT LABORATORY WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. USER ACCEPTS RESPONSIBILITY FOR ITS USE OF LABORATORY AND THE RESULTS OBTAINED THEREFROM. USER’S USE OF LABORATORY IS AT USER’S OWN RISK.
   12. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL SLINGSHOT OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COLLATERAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS) (WHETHER FORESEEABLE OR OTHERWISE AND INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, AND LOSS OF USE OF ANY COMPUTER HARDWARE OR SOFTWARE), REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF RECOVERY, INCLUDING BUT NOT LIMITED TO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS EULA, INCLUDING THOSE RELATING TO YOUR USE OF OR INABILITY TO USE LABORATORY, EVEN IF SLINGSHOT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF SLINGSHOT AND ITS AFFILIATES, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ALL DAMAGES AND LOSSES SUFFERED BY YOU AND CAUSES OF ACTION (INCLUDING CONTRACT, TORT, OR OTHERWISE) SHALL BE ONE HUNDRED DOLLARS ($100.00). LABORATORY SHOULD NOT BE RELIED ON AS THE SOLE BASIS FOR PLANNING OR EXECUTING ORBITAL OPERATIONS WHOSE INCORRECT IMPLEMENTATION COULD RESULT IN INJURY TO PERSON OR PROPERTY. IF LABORATORY IS EMPLOYED IN SUCH A MANNER, IT IS AT THE USER’S OWN RISK AND SLINGSHOT EXPLICITLY DISCLAIMS ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW. SLINGSHOT’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR FROM ANY OTHER MATTER IN RELATION TO WHICH LIABILITY BY LAW CANNOT BE EXCLUDED OR LIMITED SHALL NOT BE EXCLUDED OR LIMITED.
   13. Miscellaneous.
       1. Governing Law. This EULA shall be interpreted, enforced, governed, and construed in all respects in accordance with the laws of the State of Texas, United States of America, without regard to any conflict of laws principles, except that United States federal law shall govern if User is an agency or instrumentality of the United States federal government (but only to the extent such federal law does not expressly provide for the application of state law). The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to this EULA. The exclusive venue and jurisdiction for any action or proceeding arising out of this EULA shall be the state and federal courts located in Travis County, Texas. The parties each accept the personal jurisdiction of such courts. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction. To the extent any governing law, treaty, or regulation is in conflict with this EULA, the conflicting terms of this EULA shall be superseded only to the extent necessary by such law, treaty, or regulation. If any provision of this EULA shall be otherwise unlawful, void, or otherwise unenforceable, that provision shall be enforced to the maximum extent permissible. In either case, the remainder of this EULA shall not be affected.
       2. Informal Dispute Resolution and Arbitration. The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve the dispute, the parties agree that any and all disputes arising out of or in any way relating to this EULA, including without limitation its existence, validity, or termination, shall be resolved according to Texas law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be Travis County, Texas unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of this EULA mandating arbitration shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. User may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to Slingshot. The notice must be sent within thirty (30) days of the effective date of this EULA between User and Slingshot. If User opts out of arbitration, Slingshot also will not be bound to arbitrate. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief as set forth herein and to stop unauthorized use of Laboratory or infringement of intellectual property rights. Disputes, claims, or controversies concerning either party’s intellectual property rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this EULA, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.
       3. Notice. Slingshot may give general notices related to Laboratory that are applicable to all customers by email, text, or by posting them on the Slingshot website or through Laboratory and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Other notices must be sent via email, first class, airmail, or overnight courier to the addresses of the parties provided herein or via an order and are deemed given when received. Notices to Slingshot must be sent to Slingshot Legal at contracts@slingshotaerospace.com with a copy to Slingshot Aerospace, Inc., 841 Apollo Street, Suite 350, El Segundo, CA 90245.
       4. Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this EULA. This EULA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this EULA. Without limiting this section, no named individual designated by User to use Laboratory is a third-party beneficiary to User’s rights under this EULA.
       5. Assignment. You may not assign or otherwise transfer this EULA or any of your rights or obligations under this EULA, in whole or in part, by operation of law or otherwise, without Slingshot’s prior written consent. Slingshot may freely assign this EULA. the case of any permitted assignment or transfer of or under this EULA, this EULA or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and assigns of the parties hereto. Slingshot may charge User an administrative fee for any permitted assignment.
       6. Waiver. If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Slingshot's failure to act with respect to a breach you or others does not waive Slingshot's right to act with respect to subsequent or similar breaches.
       7. Confidentiality. To the extent allowed under applicable law (e.g. The Freedom of Information Act, 5 USC 552). User shall treat as confidential all Confidential Information (as defined below) of Slingshot. and shall not use such Confidential Confidential except to exercise its rights and perform its obligations herein. and shall nor disclose such Confidential Information to any third party other than disclosure on a need to know basis to a party's own advisors, attorneys, or bankers whom are each subject to obligations of confidentiality at least as restrictive as those stated herein. Without limiting the foregoing, User shall use at least the same degree of care as it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care. User shall promptly notify Slingshot of any actual or suspected misuse or unauthorized disclosure of Slingshot’s Confidential Information. "Confidential Information" shall mean (i) Laboratory and all upgrades; (ii) Laboratory documentation, and (iii) any other business. technical or engineering information provided by Slingshot to User, including third party information. disclosed by Slingshot to User, in any form and marked or otherwise designated as “confidential” or “proprietary” or in any form and b) the nature of its disclosure would be understood by a reasonable person to be confidential and proprietary. Notwithstanding the foregoing. Confidential Information shall not include any information that (a) is or becomes part of the public domain through no act or omission of User in breach of this EULA, (b) is known to User at the time of disclosure without an obligation to keep it confidential, (c) becomes rightfully disclosed to User from another source without restriction on disclosure or use, or (d) User can document by written evidence that such information is independently developed by User without the use of or any reference or access to Confidential Information, by persons who did not have access to the relevant Confidential Information. User is responsible for any breaches of this Section by its employees and agents. User obligations with respect to Slingshot’s Confidential Information survives termination of this EULA for a period of five (5) years; provided, that User’s obligations hereunder shall survive and continue in perpetuity after termination with respect to any Confidential Information that is a trade secret under applicable law.
       8. Export Control. Laboratory may be subject to the United States International Traffic in Arms Regulations (22 CFR Parts 120-130, "ITAR"), the Export Administration Regulations (15 CFR Parts 730-774, "EAR"), or other (United States and non-United States) governmental export and import laws or regulations. You shall not provide to Slingshot any export-controlled technical data or technology (“technical data” as defined in ITAR at 22 CFR 120.10 or “technology” as defined in the EAR at 15 CFR Part 772 and controlled on the Commerce Control List ("CCL")). Notwithstanding any other term of this EULA or third party agreement, your rights under this EULA may not be exercised by User or any third party in violation of such laws and regulations, nor may this EULA be transferred to any party where doing so would result in such a violation. The terms of any limitation on the use, transfer or re-export of Laboratory imposed by Slingshot in any destination control statement (as required under 15 CFR § 758.6) or other document for the purpose of export control shall prevail over any term in this EULA. It shall be User’s responsibility to comply with the latest United States or other governmental export and import regulations.
          1. You hereby certify that all information (including User Data) provided to Slingshot has been reviewed and scrubbed so that all export-controlled technical data, technology, and other sensitive information relevant to your export-controlled regulated project(s) has been removed and is otherwise not provided or disclosed to Slingshot.
       9. Government Rights. This provision applies to all acquisitions of Laboratory by, for, or through the federal government of the United States. Slingshot provides Laboratory, including related data and technology, for ultimate federal government end use solely in accordance with the following: The government hereby agrees that the software qualifies as “commercial” computer software, consisting of both commercial computer software and commercial computer software documentation. Government technical data and software rights related to the software include only those rights customarily provided to the public as defined in this EULA. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). By accepting delivery of Laboratory, the United States government hereby agrees that it has reviewed this EULA, that this EULA is consistent with federal law, satisfies the United States government’s needs, and that this software or documentation qualifies as commercial computer software or commercial computer software documentation as such terms are used or defined in the foregoing. Accordingly, the terms and conditions of this EULA and only those rights specified in this EULA, shall pertain to and govern the use, modification, reproduction, release, performance, display, and disclosure of Laboratory by the United States government (or other entity acquiring for or through the United States government) and shall supersede any conflicting contractual terms or conditions. If the license rights provided hereunder fail to meet the United States government's needs or are inconsistent in any respect with federal procurement law, the government agrees to return any copies of Laboratory or data acquired thereunder unused to Slingshot. If a government agency has a need for rights not granted under these terms, it must negotiate with Slingshot to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. No additional government requirements beyond those set forth in this EULA shall apply, except to the extent that those terms, rights or licenses are explicitly required from all similarly-situated providers pursuant to the FAR and DFARS and are agreed to in writing by Slingshot This EULA does not require or permit that Slingshot (1) furnish technical information that is not customarily provided to the public; or (2) relinquish to or otherwise provide the United States government with additional rights to use, modify, reproduce, release, perform, display, or disclose commercial computer software or commercial computer software documentation.
       10. For European Union Users Only. Any contractual provisions of this EULA contrary to laws implemented under Article 6 of Appendix V of the European Union Software Directive or to the exceptions provided for in Article 5(2) and (3) of such Appendix shall be null and void solely to the extent decompiling, disassembling, or otherwise reverse-engineering of Laboratory is necessary to enable User to create an independent program that is interoperable with Laboratory or any other permitted objectives specified by such laws implemented under such directive (collectively, the "Permitted Objectives"), provided that any such information gained is used solely for such Permitted Objectives.
           1. Slingshot shall implement and maintain administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of User data. If User data includes personal data defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR”) or if such User data is transferred outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Slingshot Data Processing Addendum shall apply to such personal data and be incorporated into this EULA upon the execution and submission of the Data Processing Addendum by User to Slingshot in accordance with its terms.
       11. Interpretation. The inclusion of headings is for convenience of reference only and shall not affect the construction or interpretation of this EULA.
       12. Entire Agreement. This EULA sets forth the entire understanding and agreement of the parties and supersedes and merges any and all oral or written agreements or understandings between the parties as to the subject matter of this EULA including all prior and contemporaneous negotiations or agreements between the parties on the matters contained in this EULA, except that any nondisclosure agreement between the parties shall continue to remain in effect per the terms of such agreement. In the event of a conflict between the non-disclosure agreement and this EULA, this EULA shall control. This EULA may not be modified or amended except by written instrument, executed by authorized representatives of Slingshot and User. Neither party is relying on any warranties, representations, assurances or inducements not expressly set forth herein.

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