Styra End User Subscription Agreement

Version 1.0; 11.15.20

Please read this software license agreement license carefully before using the Installed Subscription Software or Hosted Subscription Services as defined herein. By using the Installed Subscription Software or Hosted Subscription Services you are agreeing to be bound by the terms of this Styra Subscription and Services Agreement. If you do not agree to the terms of this license do not install or use the Installed Subscription Software or Hosted Subscription Services.

This Styra End User Subscription Agreement (this “Agreement“) is by and between Styra, Inc., a Delaware corporation with an address at 1800 Broadway St, Redwood City, CA 94063 (“Styra“), and (Customer“).

WHEREAS, Customer desires to obtain licenses to Hosted Subscription Services, Installed Subscription Software or Open Source Support Services and consulting services relating to the Supported Open Source (as defined below), and Styra is willing to perform such services, on the terms described below.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Styra agrees at its own expense to secure and keep in full force and effect throughout the term of this Agreement the following insurance policies:

13.1 Commercial General Liability. Commercial General Liability Insurance written on an occurrence form to afford protection with limits not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) combined general aggregate, including coverage for bodily injury and/or death, premises/operations, products-completed operations, independent contractors, and broad form property damage;

  • Workers Compensation Insurance.Workers Compensation Insurance providing statutory benefits for service providers’ officers, employees, and agents and Employer’s Liability coverage with limits not less than One Million Dollars ($1,000,000);
  • Business Automobile Liability Insurance.Business Automobile Liability Insurance including coverage for owned, non-owned, leased, or hired vehicles with limits not less than One Million Dollars ($1,000,000) per accident combined single limit for bodily injury and property damage;
  • Errors and Omissions/Professional Liability Insurance.Errors and Omissions/Professional Liability Insurance including cyber liability, privacy and network security with limits not less than Five Million Dollars ($5,000,000) each claim to cover professional acts, errors, or omissions arising out of the services performed under this Agreement; and
  • Umbrella Liability.Umbrella Liability with limits not less than Three Million Dollars ($3,000,000) each claim and in the aggregate.
  1. Miscellaneous. The Products and Styra Enhancements are “commercial items” as that term is defined at 48 C.F.R. 2.101; consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Products and Styra Enhancements with only those rights that are set forth herein. The Products, Styra Enhancements and any technical data relating to any of the foregoing may not be exported, re-exported or used in any manner in violation of the laws, statutes, executive orders or regulations of the United States of America or of any country to which the same has been legally exported or re-exported. Each party agrees to comply with all applicable United States and foreign export law, regulations and license restrictions relating to the Products and Styra Enhancements. This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. The application of the UN Convention of International Sale of Goods to this Agreement is disclaimed in its entirety. Each party agrees to submit to the exclusive jurisdiction of the courts located within the county of San Mateo, California to resolve any legal matter arising from this Agreement. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Styra may assign the entirety of its rights and obligations under this Agreement, without consent of the Customer, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Together with any Order Forms, this is the entire agreement between the parties relating to the subject matter hereof, and shall control over any additional or different terms regarding its subject matter in any correspondence, order, confirmation, invoice or similar document, even if accepted in writing by both parties. Waivers and amendments of any provision of this Agreement shall be effective only if made by non-preprinted agreements indicating specifically what sections of this Agreement are affected, signed by both parties and clearly understood by both parties to be an amendment or waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable. The relationship between the parties is that of independent contractors to each other. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, nor shall either party have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.

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