Succeedium Planning Analytics Cloud Extension End-User License Agreement (E.U.L.A.)

Last updated: Sep 3, 2023

Thanks for using Succeedium Planning Analytics Cloud Extension (“SPACE”). This license agreement (“Agreement”) describes your rights and responsibilities as a customer of SPACE. This agreement is between you and Succeedium that owns and operates the SPACE that you are using or accessing listed here, also (“we” or “us”). “You” means the entity you represent in accepting this agreement or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this agreement; (ii) you have read and understand this agreement; and (iii) you agree to this agreement on behalf of the party that you represent.

This agreement is effective as of the date you first click “I agree” (or similar button or checkbox) or use or access SPACE, whichever is earlier (the “Effective Date”). This agreement does not have to be signed in order to be binding. You indicate your assent to this agreement, to our privacy policy (https://succeedium.com/space/privacy) and the terms of service (https://succeedium.com/space/terms) by placing an Order or using SPACE.

1. Definitions.

Certain capitalized terms are defined in this Section 1, and others are defined contextually in this agreement.

“Additional Services” includes Consultations, Training or other services related to SPACE we provide to you, as identified in an Order. For the avoidance of doubt, Additional Services do not include the standard level of support included in your subscription.

“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

“Consultation” means a service where we analyze your non-SPACE related issues and help you solve or workaround them.

“Documentation” means our standard published documentation for SPACE, currently located here: https://succeedium.com/space/doc

“End User” means an individual you or an Affiliate permits or invites to use SPACE. For the avoidance of doubt: (a) individuals invited by your End Users, (b) individuals under managed accounts, and (c) individuals interacting with SPACE as your customer are also considered End Users.

“End User Account” means an account established by you or an End User to enable the End User to use or access SPACE. We use email addresses and full name to define End User accounts.

“Feedback” means comments, questions, ideas, suggestions or other feedback relating to SPACE, Support or Additional Services.

“Laws” means all applicable local, provincial, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.

“Notification Email Address” means the email address(es) you used to purchase SPACE licenses. It is your responsibility to keep your email address(es) valid and current so that we are able to send notices, statements, and other information to you.

“Order” means a document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the Order will identify: (i) the number of End Users, Subscription Term, email addresses or domain(s) associated with your use of SPACE or other scope of use parameters, (iii) SPACE support details and (iv) the amount or rate you will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include Additional Services and Training.

“Our Deliverables” means any materials, deliverables, modifications, derivative works or developments that we provide in connection with any Additional Services.

“Our Policies” means our Terms of Use, Privacy Policy and (unless specified) any other policies or terms referenced in this agreement.

“Our Technology” means SPACE, Our Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

“PO” means a purchase order.

“Sensitive Personal Information” means any (i) special categories of personal data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (in USA) or the Personal Information Protection and Electronic Documents Act (in Canada); (iii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards; (iv) other personal information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.

“Subscription Term” means your permitted subscription period for SPACE, as set forth in the applicable Order.

“Support” means support for SPACE, as further described, it does not include any assistance with your other IT applications and systems.

“Training” means SPACE training provided by us.

“Your Data” means any data, content, code, video, images or other materials of any type that you (including any of your End Users) store in IBM Planning Analytics.

“Your Materials” means your materials, systems, personnel or other resources.

2. What this agreement covers.

2.1. This agreement governs SPACE, related Support, and Additional Services.

3. How SPACE is administered.

3.1. License accounts. When you purchase SPACE server, it comes with 2 user licenses. Additional licenses can be purchased as needed.

3.2. Installation. We will install and set up a dedicated SPACE server for you and will provide instructions on how to use it with IBM Planning Analytics Workspace.

3.3. License Usage. You are responsible for ensuring that only the licensed users have access to SPACE.

3.4. Age Requirement for End Users. SPACE is not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all End Users are at least 16 years old.

4. What's included in your SPACE subscription; what are the restrictions.

4.1. Access to SPACE. Subject to this agreement and SPACE terms of service (https://succeedium.com/space/terms) and during the applicable Subscription Term, you may access and use SPACE for your own business purposes or personal use, as applicable, all in accordance with this agreement, the applicable Order and the Documentation. This includes the right, as part of your authorized use of SPACE, to access and use the SPACE add-on. The rights granted to you in this Section 4.1 are non-exclusive, non-sublicensable and non-transferable.

4.2. Support. During the Subscription Term, we will provide Support for SPACE in accordance with the applicable Order. The support response window varies depending on the purchased SPACE plan and the details are outlined in your Order.

4.3. Restrictions. Except as otherwise expressly permitted in this agreement, you will not: (a) reproduce, modify, adapt or create derivative works of SPACE; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to SPACE to a third party; (c) use SPACE for the benefit of any third party; (d) incorporate any SPACE functionality into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in SPACE to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in SPACE; (h) use SPACE for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of SPACE; or (j) encourage or assist any third party to do any of the foregoing.

5. Our security and data privacy policies.

5.1. Security. We implement and maintain physical, technical and administrative security measures designed to protect Your Data from unauthorized access, destruction, use, modification, or disclosure.

5.2. Privacy. We collect certain data and information about you and your End Users in connection with your and your End Users’ use of SPACE and otherwise in connection with this agreement. We collect and use all such data and information in accordance with our Privacy Policy (https://succeedium.com/space/privacy), which you acknowledge.

5.3. Your email and names. We collect your email address and full name to communicate any important messages, like updates to our policies. We may also collect information from you when you contact us by email or use our support desk system. Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever.

5.4. Your Data in IBM Planning Analytics. The data you stored in IBM Planning Analytics is private to you. Succeedium employees have no access to your data.

5.5. Subpoenas. Nothing in this agreement prevents us from disclosing Your Data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so.

5.6. GDPR Data Processing Addendum. If you are in the EEAU, Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can contact us (info@succeedium.com) and request to complete SPACE Data Processing Addendum.

6. Using third-party products with SPACE.

6.1. Third-Party Products. You (including your End Users) may choose to use or procure other third party products or services in connection with IIBM Planning Analytics, including other integrations (see Section 6.2 (Other integrations)) or other code (see Section 6.3 (Other code)). Your receipt or use of any third party products or services (and the third parties’ use of any of Your Data) is subject to a separate agreement between you and the third party provider. You are solely responsible for your decision to permit any third party provider or third party product or service to use Your Data. It is your responsibility to carefully review the agreement between you and the third party provider, as provided by the applicable third party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.

6.2. Other integrations. You may integrate IBM Planning Analytics with other products or services. All other products or services are subject to their own applicable vendor terms.

6.3. Other code. You may use TM1 Turbointegrator Processes or Scripts to add additional functionality to Google Sheets. It is your responsibility to make sure those processes are safe to use and you comply with any policies and terms related to the used scripts.

7. Additional Services.

7.1. Additional Services. Subject to this agreement, you may purchase Additional Services (consultation or training) that we will provide to you pursuant to the applicable Order.

7.2. Your Materials. You agree to provide us with reasonable access to Your Materials as reasonably necessary for our provision of Additional Services. If you do not provide us with timely access to Your Materials, our performance of Additional Services will be excused until you do so. You retain your rights in Your Materials. We will use Your Materials solely for purposes of performing the Additional Services. You represent and warrant that you have all necessary rights in Your Materials to provide them to us for such purposes.

7.3. Consultation. Your purchase, and our provision, of Consultation is subject to this agreement.

7.4. Training. Your purchase, and our provision, of Training is subject to this agreement.

8. Billing, renewals, and payment.

8.1. Annual Plans. Except for trial periods and no-charge products, all SPACE plans are offered on an annual subscription basis.

8.2. Renewals. Except as otherwise specified in your Order, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through contacting our support team (space@succeedium.com). Canceling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals will be charged at the then-current rates.

8.3. Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. For Additional Services provided at your location, unless otherwise specified in your Order, you will reimburse us for our pre-approved travel, lodging and meal expenses, which we may charge as incurred. All amounts are non-refundable, non-cancelable and non-creditable. If applicable you agree that we may bill your credit card or other payment method for renewals or additional services.

8.4. Delivery. All deliveries under this agreement will be electronic. We will use the email address provided by you.

9. Our return policy.

9.1. SPACE demoBefore purchasing a license, our demo session will give you the opportunity to clarify any questions or expectations you may have.

9.2. No refund policy. We provide no refunds on paid orders, including subscription fees and additional services.

10. Taxes.

10.1. Taxes. Your fees under this agreement exclude any taxes or duties payable in respect of your order in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under this agreement. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

10.2. Withholding Taxes. You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.

11. Purchasing through a Reseller.

10.1. If you make any purchases through an authorized partner or reseller of SPACE (“Reseller”):

(a) Instead of paying us, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. We may suspend or terminate your rights to use SPACE if we do not receive the corresponding payment from the Reseller.

(b) Your order details (contact information, the subscription terms, etc.) will be as stated in the Order placed with us by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such Order as communicated to us.

(c) Resellers are not authorized to modify this agreement or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth in this agreement.

12. IP Rights.

12.1. IP Rights and Feedback. SPACE is made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to Our Technology. From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this agreement limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

13. Confidentiality.

13.1. Except as otherwise set forth in this agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to SPACE will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 13 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 13. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

14. Term and Termination.

14.1. Term. This agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

14.2. Termination for Cause. Either party may terminate this agreement (including all related Orders) if the other party (a) fails to cure any material breach of this agreement within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

14.3. Termination for Convenience. You may choose to stop using SPACE and terminate this agreement (including all Orders) at any time for any reason upon written notice to us. As per Section 9 (Our return policy), upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

14.4. Effects of Termination. Upon any expiration or termination of this agreement, you must cease using SPACE.

14.5. Survival. The following provisions will survive any termination or expiration of this agreement: Sections 4.3 (Restrictions), 5.4 (Your Indemnity), 5.1 (Third-Party Products), 8.3 (Payment), 10.1. (Taxes), 12.1 (IP Rights and Feedback), 13.1 (Confidentiality), 14 (Term and Termination), 15.4 (Warranty Disclaimer), 16 (Limitations of Liability), 17 (IP Indemnification) (but solely with respect to claims arising from your use of SPACE during the Subscription Term), 19 (Dispute Resolution) and 22 (General Provisions).

15. Warranties and Disclaimer.

15.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this agreement.

15.2. Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into SPACE (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”).

15.3. Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of SPACE for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to no-charge products. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 15.

15.4. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 15, SPACE, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN this agreement, WE DO NOT WARRANT THAT YOUR USE OF SPACE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF SPACE NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

16. Limitation of Liability.

16.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

16.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO this agreement WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER this agreement IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

16.3. Excluded Claims. “Excluded Claims” means (1) amounts owed by you under any Orders, (2) either party’s express indemnification obligations in this agreement, and (3) your breach of Section 3.3 (Restrictions).

16.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.

17. IP Indemnification.

We will defend you against any claim brought against you by a third party alleging that SPACE, when used as authorized under this agreement, infringe any third-party patent, copyright or trademark, or misappropriate any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of SPACE is (or in your opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right for your continued use of SPACE in accordance with this agreement; or (ii) terminate your right to continue using SPACE and refund any prepaid amounts for the terminated portion of the Subscription Term.

THIS SECTION 17 (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY CLOUD PRODUCT OR OTHER ITEMS WE PROVIDE UNDER THIS AGREEMENT.

18. Publicity Rights.

18.1 We may identify you as a Succeedium or SPACE customer in our promotional materials. We will promptly stop doing so upon your request sent to info@succeedium.com.

19. Dispute Resolution.

19.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to this agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this agreement pursuant to Section 19.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 19.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

19.2. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein. Any and all disputes arising under this Registration Rights Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province. In any action or proceeding to enforce a party’s rights under this agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

19.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 19.1 (Informal Resolution) and 19.2 (Governing Law; Jurisdiction), nothing in this agreement will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

20. Changes to this agreement.

20.1. We may modify the terms and conditions of this agreement (including Our Policies) from time to time, with notice to you in accordance with Section 22.1 (Notices) or by posting the modified agreement on our website. Together with notice, we will specify the effective date of the modifications.

20.2. Except as otherwise indicated below, modifications to this agreement will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date unless you elect not to renew pursuant to Section 8.2 (Renewals). Notwithstanding the foregoing, in some cases (e.g., to address compliance with Laws, or as necessary for new features) we may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund you any fees you have pre-paid for use of SPACE for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of this agreement in effect at the time of the Order.

20.3. We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in our products, our business, or Laws. In this case, unless required by Laws, we agree not to make modifications to Our Policies that, considered as a whole, would substantially diminish our obligations during your then-current Subscription Term. Modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies.

21. Changes to SPACE.

21.1. You acknowledge that SPACE is an on-line, subscription-based product, and that in order to provide improved customer experience we may make changes to SPACE, and we may update the applicable Documentation accordingly. Subject to our obligation to provide SPACE and Additional Services under existing Orders, we can discontinue any portion or feature of SPACE for any reason at any time without liability to you.

22. General Provisions.

22.1. Notices. Any notice under this agreement must be given in writing. We may provide notice to you through your Notification Email Address, your account or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us electronically by contacting us at space@succeedium.com. Your notices to us will be deemed given upon receipt.

22.2. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

22.3. Assignment. You may not assign or transfer this agreement without our prior written consent. As an exception to the foregoing, you may assign this agreement in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this agreement. Any attempt by you to transfer or assign this agreement except as expressly authorized above will be null and void. We may assign our rights and obligations under this agreement (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under this agreement, in which case we will remain responsible for their compliance with this agreement. Subject to the foregoing, this agreement will inure to the parties’ permitted successors and assigns.

22.4. Entire Agreement. this agreement are the entire agreement between you and us relating to SPACE and any other subject matter covered by this agreement, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to SPACE or any other subject matter covered by this agreement. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of this agreement, and any such document relating to this agreement will be for administrative purposes only and will have no legal effect.

22.5. Conflicts. In event of any conflict between the main body of this agreement and Our Policies, Our Policies (as applicable) will control with respect to their subject matter.

22.6. Waivers; Modifications. No failure or delay by the injured party to this agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 20 (Changes to this agreement), any amendments or modifications to this agreement must be executed in writing by an authorized representative of each party.

22.7. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of this agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.