If you are accessing the CitizenDeveloper Platform Services as a customer of a CitizenDeveloper Platform reseller, the terms below do not apply to you, and your agreement with your reseller and the CitizenDeveloper End User License Agreement (“EULA”) governs your use of the CitizenDeveloper Platform Services.

CitizenDeveloper Platform License Agreement

This CitizenDeveloper Platform License Agreement (the “Agreement” or “Master Agreement”) is made and entered into by and between CitizenDeveloper and the entity agreeing to these terms (“Customer”). “CitizenDeveloper” means Express Dynamics LLC, d/b/a WorkXpress and its subsidiary CitizenDeveloper, LLC with offices at 204 Allegheny Street #296, Dauphin, PA 17018.

This Agreement is effective as of the date defined in a duly executed Order for Platform Licensing (the “Effective Date”) or other document that incorporates this Agreement. If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; (iii) you agree, on behalf of Customer, to this Agreement; (iv) Customer is entering this Agreement for business purposes only, and not for personal, household, or consumer use, and (v) that Customer is an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity). If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer’s access to and use of the Service. For an offline variant of this Agreement, you may contact CitizenDeveloper for more information.

1. Provision of the Services.
   1. Services Use. Subject to this Agreement and a duly executed Order for Platform Licensing, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any Software provided by CitizenDeveloper as part of the Services. Customer may not sublicense or transfer these rights except as permitted under the Assignment section of the Agreement.
   2. Platform. CitizenDeveloper will provide the Services to Customer. As part of receiving the Services, Customer may have access to Software, to the Admin Platform and to various Platform tools, through which Customer can receive and administer additional Services.
      1. Data Protection. As a part of the Services, The Platform will be used to designate a Data Processor in order to process the Customer Data. Under this Agreement, the Customer is the Data Controller, and CitizenDeveloper merely facilitates selection of a Data Processor. The Data Controller may use the default Data Processor set within Platform, or, the Data Controller may request an alternate Data Processor. Failure to request a Data Processor will result in the selection of the default Data Processor.
   3. Facilities. CitizenDeveloper will take commercially reasonable steps to select Data Processors to store and process Application and Customer Data who adhere to reasonable security standards no less protective than the security standards at facilities where CitizenDeveloper processes and stores its own information of a similar type. Data Processor’s will be selected based on their representation that they implement at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.
   4. Data Location. Customer may select which Data Processor certain Customer Data will be stored with (“Data Location Selection”), and the Platform will store it there in accordance with the Service Specific Terms. If a Data Location Selection is not covered by the Service Specific Terms (or a Data Location Selection is not made by Customer with respect to any Customer Data), CitizenDeveloper may direct the Customer Data to be processed and stored using the default Data Processor. By using the Services, Customer consents to this processing and storage of Customer Data. Under this Agreement, CitizenDeveloper is neither the Data Processor nor the Data Controller, but merely facilitates the selection of a data processor by the data controller.
   5. Accounts. Customer must have an Account and one or more Tokens (if applicable) to use the Services, and is responsible for the information it provides to create the Account, the security of the Tokens and its passwords for the Account, and for any use of its Account and the Tokens. If Customer becomes aware of any unauthorized use of its password, its Account or the Tokens, Customer will notify CitizenDeveloper as promptly as possible. CitizenDeveloper has no obligation to provide Customer multiple Tokens or Accounts.
   6. New Applications and Services. CitizenDeveloper may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the “Services” definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional terms.
   7. Modifications.
      1. To the Services. CitizenDeveloper may make commercially reasonable updates to the Services from time to time. If CitizenDeveloper makes a material change to the Services, CitizenDeveloper will inform Customer, provided that Customer has subscribed within the Admin Platform using their CitizenDeveloper Account to be informed about such change.
      2. To the Agreement. CitizenDeveloper may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by CitizenDeveloper, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, please stop using the Services. CitizenDeveloper will post any modification to this Agreement at https://www.citizendeveloper.com/legal. Customer may subscribe to notification of these changes within the Admin Platform using their CitizenDeveloper Account, and all notifications of these changes will be made via this subscription.
   8. Service Specific Terms. The Service Specific Terms are incorporated by this reference into the Agreement.
   9. Orders. The Service Specific Terms listed by SKU and found in a duly executed Order document are incorporated by this reference into the Agreement.
2. Payment Terms.
   1. Free Quota. Certain Services may be provided to Customer without charge up to the Free Quota Fee Threshold, as specified in the literature.
   2. Online Billing. CitizenDeveloper uses three billing methods; the first entails billing for the Services at the end of or in some cases during the period (“Fee Accrual Period”) based on actual use (“Actual Use”), the second entails paying for the Services in advance (“In Advance”), and the third involves paying In Advance for Services up to the Fee Threshold, but than paying an overage charge (“Overage”) for Services that exceed that Fee Threshold.
      1. Actual Use. For a Service which is billed based on Actual Use, at the end of or in some cases during the applicable Fee Accrual Period, CitizenDeveloper will issue an electronic bill to Customer for all charges accrued above the Fee Threshold based on Customer’s use of the Services during the previous period or based on Customer’s use of the Services to date during the current Fee Accrual Period. For use above the Fee Threshold, Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, CitizenDeveloper will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period, or during the Fee Accrual Period. If Customer elects to pay by invoice (and CitizenDeveloper agrees), all Fees are due as set forth in the invoice. Customer’s obligation to pay all Fees is non-cancellable. CitizenDeveloper’s measurement of Customer’s use of the Services is final. CitizenDeveloper has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by CitizenDeveloper.
      2. In Advance. For a Service which is billed In Advance, CitizenDeveloper will issue an electronic bill to Customer for all charges agreed upon in advance of the consumption of the service or of the upcoming Fee Accrual Period. Customer will pay all Fees in the currency set forth in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, CitizenDeveloper will charge (and Customer will pay) all Fees immediately before the upcoming Fee Accrual Period or consumption begins. If Customer elects to pay by invoice (and CitizenDeveloper agrees), all Fees are due as set forth in the invoice. Customer’s obligation to pay all Fees is non-cancellable. CitizenDeveloper’s measurement of Customer’s use of the Services is final, and if Customer’s use exceeds the Fee Threshold outlined in the Service literature, CitizenDeveloper may remedy that Overage during or at the end of the Fee Accrual Period as described in the Service literature. CitizenDeveloper has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by CitizenDeveloper.
      3. Hybrid. For a Service which is billed In Advance, but which subsequently incurs Overages above the limits sets for the In Advance Services (ability to incur Overages must be permitted by CitizenDeveloper and is permitted on a by-Customer basis), the In Advance portion will be billed as described in the In Advance section above, and the Overage portion will be billed as described in the Actual Use section above.
      4. Measurement and Assessment of Actual Use. CitizenDeveloper receives Actual Use data from a variety of sources in a variety of formats, granularities and time intervals. CitizenDeveloper makes no representations or warranties that the algorithms used for collecting, aggregating and assigning Actual Use data across Customers and/or to specific Customers meet any particular threshold of precision or accuracy. However in all cases, CitizenDeveloper does (a) use commercially reasonable efforts to accurately collect and aggregate Actual Use data and to precisely and fairly assign it to a specific Customer in a common format and for a common time period, and to apply a standardized cost markup; (b) treat each Customer equally in terms of Actual Use assessment and standard cost markup within their respective product lines; and (c) generally make each customers bill as accurate an assessment of actual consumption plus standard markup for that time period as is technically feasible and commercially reasonable. CitizenDeveloper reserves the right to allocate Actual Use based consumption costs and cost markup in its sole discretion and all such cost assessments by CitizenDeveloper are final.
   3. Taxes
      1. Customer is responsible for any Taxes, and Customer will pay CitizenDeveloper for the Services without any reduction for Taxes. If CitizenDeveloper is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides CitizenDeveloper with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to CitizenDeveloper, Customer must provide CitizenDeveloper with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to CitizenDeveloper, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that CitizenDeveloper will receives payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).
      2. If required under applicable law, Customer will provide CitizenDeveloper with applicable tax identification information that CitizenDeveloper may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse CitizenDeveloper for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.
   4. Invoice Disputes & Refunds. Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to CitizenDeveloper, CitizenDeveloper will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, CitizenDeveloper will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of CitizenDeveloper and will only be in the form of credit for the Services. Nothing in this Agreement obligates CitizenDeveloper to extend credit to any party.
   5. Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by CitizenDeveloper in collecting such delinquent amounts. If Customer is late on payment for the Services, CitizenDeveloper may suspend the Services or terminate the Agreement for breach pursuant to Section 9.2.
   6. No Purchase Order Number Required. For clarity, Customer is obligated to pay all applicable Fees without any requirement for CitizenDeveloper to provide a purchase order number on CitizenDeveloper’s invoice (or otherwise).
3. Customer Obligations.
   1. Compliance. Customer is solely responsible for its Applications, Clouds, and Customer Data and for making sure its Applications, Clouds, and Customer Data comply with the AUP. CitizenDeveloper reserves the right to review the Application, Clouds, and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer’s obligations under the AUP, the Service Specific Terms, and the restrictions in Sections 3.3 and 3.5 below.
   2. Privacy. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement.
   3. Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) create multiple Applications, Accounts, or Clouds to simulate or act as a single Application, Account, or Clouds (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees; (e) unless otherwise set forth in the Service Specific Terms, use the Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network; or (f) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Unless otherwise specified in writing by CitizenDeveloper, CitizenDeveloper does not intend uses of the Services to create obligations under HIPAA, and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from CitizenDeveloper.
   4. Third Party Components. Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes this Agreement, that third party license governs Customer’s use of that third party component.
   5. Documentation. CitizenDeveloper may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Applications may be built or the Services may be used and Customer will comply with any such restrictions specified.
   6. Copyright Policy. CitizenDeveloper provides information to help copyright holders manage their intellectual property online, but CitizenDeveloper cannot determine whether something is being used legally or not without their input. CitizenDeveloper responds to notices of alleged copyright infringement and terminates Accounts of repeat infringers according to applicable copyright laws including in particular the process set out in the U.S. Digital Millennium Copyright Act. If Customer thinks somebody is violating Customer’s or Customer End Users’ copyrights and wants to notify CitizenDeveloper, Customer can find information about submitting notices, and CitizenDeveloper’s policy about responding to notices by locating the DMCA document at https://www.citizendeveloper.com/legal.
4. Suspension and Removals.
   1. Suspension/Removals. If Customer becomes aware that any Application, Clouds, or Customer Data violates the AUP, Customer will immediately suspend the Application or Clouds and/or remove the relevant Customer Data (as applicable). If Customer fails to suspend or remove as noted in the prior sentence, CitizenDeveloper may specifically request that Customer do so. If Customer fails to comply with CitizenDeveloper’s request to do so within twenty-four hours, then CitizenDeveloper may disable the Clouds or Application, and/or disable the Account (as may be applicable) until such violation is corrected.
   2. Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then CitizenDeveloper may automatically suspend the offending Application, Clouds, and/or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If CitizenDeveloper suspends an Application, Clouds, or the Account, for any reason, without prior notice to Customer, at Customer’s request, CitizenDeveloper will provide Customer the reason for the suspension as soon as is reasonably possible.
5. Intellectual Property Rights; Use of Customer Data; Feedback.
   1. Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application, and CitizenDeveloper owns all Intellectual Property Rights in the Services, Platform and Software.
   2. Use of Customer Data. CitizenDeveloper will not access or use Customer Data, except as necessary to provide the Services to Customer.
   3. Customer Feedback. If Customer provides CitizenDeveloper Feedback about the Services, then CitizenDeveloper may use that information without obligation to Customer, and Customer hereby irrevocably assigns to CitizenDeveloper all right, title, and interest in that Feedback.
6. Technical Support
   1. By Customer. Customer is responsible for technical support of its Applications and Clouds. Customer may supplement that responsibility with the purchase of technical support Services from CitizenDeveloper according to the Fees and Service Specific Terms of those Services.
7. Deprecation of Services
   1. Discontinuance of Services. Subject to Section 7.2, CitizenDeveloper may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.
   2. Deprecation Policy. CitizenDeveloper maintains its Feature Deprecation Policy and a partial list of deprecated features at https://www.citizendeveloper.com/legal, which policy is hereby fully incorporated herein.
8. Confidential Information.
   1. Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
   2. Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.
9. Term and Termination.
   1. Agreement Term. The “Term” of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as set forth in Section 9 of this Agreement, or until all terms of any Order expire and are not renewed.
      1. AutoRenewal. Unless otherwise stated in an Order and subject to this Section 9, all terms in an Order that have a duration (for example monthly, annually, 1 year, etc.) shall automatically renew at the end of a duration for the same duration as the initial duration, unless either the Customer or CitizenDeveloper provide written notice of non-renewal at least 15 days prior to the end of the then-current renewal period. All other terms and conditions of the renewed Agreement shall remain in force without modification. The Initial Term and any Renewal Term may be together referred to as the “Term.”
   2. Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, If Customer meets any of the conditions in Section 9.2(i), (ii), and/or (iii), CitizenDeveloper may terminate any, all, or any portion of the Services or Clouds and may, without limiting CitizenDevelopers other rights and remedies, accelerate Customers unpaid fee obligations under any Orders or Agreements so that all such obligations become immediately due and payable.
   3. Termination for Inactivity. CitizenDeveloper reserves the right to terminate the Services for inactivity, if, for a period exceeding 180 days, Customer: (a) has failed to access the Admin Platform; (b) a Cloud has no active virtual machine or storage resources or an Application has not served any requests; and (c) no electronic bills are being generated.CitizenDeveloper reserves the right to terminate the provision of the Service(s) to a Cloud upon 30 days advance notice if, for a period of 60 days (i) Customer has not accessed the Admin Platform or the Cloud has had no network activity; and (ii) such Clouds has not incurred any Fees for such Service(s).
   4. Termination for Convenience. Customer may stop using the Services at any time unless a time frame is otherwise specified in an Order. Unless a time frame is specified in an Order: (a) Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services; and (b) CitizenDeveloper may terminate this Agreement for its convenience at any time without liability to Customer.
   5. Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to CitizenDeveloper are immediately due upon receipt of the final electronic bill; (iii) Customer will delete the Software, any Application, Installation, Clouds, and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
10. Publicity. Customer is permitted to state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display CitizenDeveloper Brand Features in connection with its use of the Services, Customer must obtain written permission from CitizenDeveloper through the process specified in the Trademark Guidelines. CitizenDeveloper may include Customer’s name or Brand Features in a list of CitizenDeveloper customers, online or in promotional materials. CitizenDeveloper may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.
    1. Nondisparagement. Both parties expressly acknowledge and agree that neither party will make, or induce or assist others in making, either directly or indirectly, any public or private statements, comments or communications in any form that would constitute libel, defamation, slander, or disparagement of the other party, its employees, officers or directors. This prohibition includes any negative statements, comments or communications that are either derogatory or detrimental to the business reputation of the other party. However, this prohibition shall not apply to any truthful testimony provided under oath in connection with a legal proceeding arising under this Agreement. Failure to adhere to the terms of this Section constitutes a material breach of this Agreement. In the event that either party violates the provisions of this Section, the non­breaching party shall be entitled to injunctive relief because damages for a violation of this Section would be too difficult to accurately measure and in any litigation over the breach the non­breaching party shall be reimbursed by the breaching party for all of its costs and reasonable attorney fees in connection with said breach.
11. Representations and Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. CitizenDeveloper warrants that it will provide the Services in accordance with the applicable SLA (if any).
12. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CITIZENDEVELOPER AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. CITIZENDEVELOPER AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, CLOUDS, AND CUSTOMER DATA. NEITHER CITIZENDEVELOPER NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF ADMIN PLATFORM, THE PLATFORM, THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE PLATFORM NOR THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.
13. Limitation of Liability.
    1. Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR CITIZENDEVELOPER’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
    2. Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR CITIZENDEVELOPER’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO CITIZENDEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
    3. Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer’s payment obligations.
14. Indemnification.
    1. By Customer. Unless prohibited by applicable law, Customer will defend and indemnify CitizenDeveloper and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Clouds, Installation, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the AUP.
    2. By CitizenDeveloper. CitizenDeveloper will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) CitizenDeveloper’s technology used to provide the Services (excluding any open source software) or (b) any CitizenDeveloper Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.
    3. Exclusions. This Section 14 will not apply to the extent the underlying Allegation arises from:
       1. the indemnified party’s breach of this Agreement;
       2. modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party;
       3. combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or
       4. use of non-current or unsupported versions of the Services or Brand Features;
    4. Conditions. Sections 14.1 and 14.2 will apply only to the extent:
       1. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.
       2. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
    5. Remedies.
       1. If CitizenDeveloper reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then CitizenDeveloper may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.
       2. If CitizenDeveloper does not believe the remedies in Section 14.5(a) are commercially reasonable, then CitizenDeveloper may suspend or terminate Customer’s use of the impacted Services.
    6. Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations under this Agreement for any third party’s Intellectual Property Rights Allegations and Third-Party Legal Proceedings.
15. U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.
16. Miscellaneous.
    1. Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to CitizenDeveloper’s Legal Department is legal@CitizenDeveloper.com. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
    2. Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
    3. Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
    4. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
    5. No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
    6. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
    7. Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
    8. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    9. Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
    10. U.S. Governing Law.
        1. For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county or state government entity, then the Agreement will be silent regarding governing law and venue.
        2. For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF PENNSYLVANIA (EXCLUDING PENNSYLVANIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN DAUPHIN COUNTY, PENNSYLVANIA.
        3. For All Other Entities. If Customer is any entity not set forth in Section 16.10(1) or (2) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY PENNSYLVANIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DAUPHIN COUNTY, PENNSYLVANIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
    11. Amendments. Except as set forth in Section 1.7.1 or 1.7.2, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
    12. Survival. The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.5, 13, 14, and 16.
    13. Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, CitizenDeveloper may provide an updated URL in place of any URL in this Agreement.
    14. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order, SKU Service Specific Terms then this the Platform Terms of Service.
    15. Definitions.
        1. “Account”, also “Platform Account”, “Standard Platform Account”, “Enterprise Platform Account” collectively means the CitizenDeveloper Admin Platform account associated with that Customer.
        2. “Admin Platform” means the online platform(s) and/or tool(s) provided by CitizenDeveloper to Customer for administering the Platform, Software and Services. The Admin Platform includes but is not limited to developer tools, cloud management tools, support tools, user and account management tools, learning tools and billing tools.
        3. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
        4. “Allegation” means an unaffiliated third party’s allegation.
        5. “Application(s)” means any web or other application Customer creates using the Platform or Services, including its metadata and any source code written by Customer to be used with the Services, or hosted in an Installation. An Application can only be accessed by a Customer End User if it is installed onto an Installation.
        6. “AUP” means the acceptable use policy set forth here for the Services: https://www.citizendeveloper.com/legal
        7. “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
        8. “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
        9. “Control” means control of greater than fifty percent of the voting rights or equity interests of a party.
        10. “Customer Data” means content provided to CitizenDeveloper by Customer (or at its direction) via the Services licensed by the Customer. Customer Data includes the metadata, user data and any custom code that comprise any Application created by Customer using the Services.
        11. “Customer End Users” means the individual’s whom the Customer permits and/or enables to use the Application.
        12. “Data Processor” and “Data Controller” have the meanings set forth in Section 1 of this Agreement.
        13. “Documentation” means the CitizenDeveloper documentation (as may be updated from time to time) in the form generally made available by CitizenDeveloper to its customers for use with the Services at https://www.citizendeveloper.com/legal.
        14. “Emergency Security Issue” means either: (a) Customer’s or Customer End Users’ use of the Services in violation of the AUP, which could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) the CitizenDeveloper network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
        15. “Fee Accrual Period” means a calendar month or another period specified by CitizenDeveloper in the Admin Platform or an Order.
        16. “Fee Threshold” means the threshold for Services available to the current usage plan (as may be updated from time to time) as set forth here: https://www.citizendeveloper.com/legal.
        17. “Feedback” means feedback or suggestions about the Services provided to CitizenDeveloper by Customer.
        18. “Fees” means the applicable fees for each Service and any applicable Taxes. The Fees for each Service are set forth here: https://www.citizendeveloper.com/legal.
        19. “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
        20. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.
        21. “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.
        22. “Installation” means a virtual machine installation, configured and managed by Customer using the Admin Platform, which runs on the Services. Installations are more fully described in the Documentation. An Installation configured in either a Development, Test or Production role and with an installed Application is necessary for a Customer End User to access the Application.
        23. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
        24. “Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
        25. “Order” means a separate Agreement that details a purchase of specific Services by SKU and incorporates Service Specific Terms by SKU, and is hereby incorporated into this Agreement.
        26. “Platform” means collectively the full suite of CitizenDeveloper tools, products and computerized services including the Admin Platform and Software.
        27. “Platform License” means collectively the licensing required to utilize the CitizenDeveloper Platform, including but not limited to End User License Agreements, Application Installation Licenses, Platform Tools Licenses, or COTS Licenses as further defined in their respective Service Specific Terms at www.citizendeveloper.com/legal.
        28. “Clouds” means a grouping of computing, storage, and API resources for Customer, and via which Customer may use the Services. Clouds are more fully described in the Documentation.
        29. “Service Specific Terms” means the terms specific to one or more Services found at https://www.citizendeveloper.com/legal.
        30. “Services” generally means a set of Platform services provided to Customers by CitizenDeveloper through a URL and requiring a web browser including any downloadable software components as more specifically described in the Order and the Service Specific Terms here: https://www.citizendeveloper.com/legal.
        31. “SLA” means each of the current service level agreements as determined by an Order and detailed in their Service Specific Terms at: https://www.citizendeveloper.com/legal.
        32. “Software” means any downloadable tools, software development kits or other such proprietary computer software provided by CitizenDeveloper in connection with the Services, which may be downloaded by Customer, and any updates CitizenDeveloper may make to such Software from time to time.
        33. “Taxes” means any duties, customs fees, or taxes (other than CitizenDeveloper’s income tax) associated with the purchase of the Services, including any related penalties or interest.
        34. “Term” has the meaning set forth in Section 9 of this Agreement.
        35. “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or governmental tribunal (including any appellate proceeding).
        36. “Token” means an alphanumeric key that is uniquely associated with Customer’s Account and/or Customer’s Installations.
        37. “Trademark Guidelines” means CitizenDeveloper’s Brand Permissions, located at: https://www.citizendeveloper.com/legal/brand-permissions/ and hereby fully incorporated herein.