• You are buying a licence to use our software, not the software itself.
• You install and run it in your own environment, and you are responsible for your data and your security there.
• Our AI features can be wrong. Check the output before you act on it.
• We do not use your identifiable data to train AI models.
• You own what the AI produces for you.
• Our total liability is capped by Section 6.2 and is calculated from what you paid us.
• Our software runs one release behind your ERP platform. Talk to us before you upgrade.
• Either of us can end this for a material breach after thirty days notice.
• Georgia law applies. Disputes go to negotiation, then mediation, then binding arbitration in Atlanta, individually and not as part of a class. You must bring any claim within three months. Where you also hold our Master Services Agreement or Support Subscription Agreement, Section 14.2 says which one wins.
This summary is provided for convenience only. It does not form part of this Agreement, and the terms set out below are what govern.
This End-User License Agreement (this "Agreement") is an agreement between the individual or business entity obtaining a license for the Software according to the terms of this Agreement ("you"), and Tayana Holdings LLC, a limited liability company organized under the laws of the State of Georgia, United States, doing business as Tayana Solutions ("Tayana", "Company", "Supplier").
Please read the terms and conditions of this Agreement carefully. This Agreement becomes effective upon the earliest of (i) your execution of an Order Form that references, incorporates, or links to this Agreement, (ii) your acceptance of this Agreement through a click-through, check-box, or other affirmative electronic action, (iii) issuance of a License Key to the Software, (iv) your first use of the Software, or (v) your receipt of an Invoice.
By any of the acts described above you acknowledge that you have read this Agreement, that you have had a reasonable opportunity to review it, that you have authority to bind the entity on whose behalf you act, and that you agree to be bound by it. Supplier maintains records of acceptance, including the date of acceptance, the version accepted, and the accepting party. If you do not agree to this Agreement, do not install, access, or use the Software.
"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where control means ownership of more than fifty percent (50%) of the voting interests of the entity.
"AI Feature" means any function of the Software that uses machine learning, a large language model, a foundation model, an autonomous or semi-autonomous software agent, or other artificial intelligence technology to generate, classify, summarize, extract, predict, recommend, or act upon information.
"AI Output" means any content, recommendation, classification, prediction, summary, extraction, score, message, code, document, or action generated or proposed by an AI Feature.
"Authorized Reseller" means a business partner that has entered into a contractual relationship with Supplier to sell Supplier's software licenses and services to end users.
"Confidential Information" means information of a party, or of a third party in that party's possession, that is (i) designated in writing as confidential or proprietary, (ii) identified as confidential at the time of oral or otherwise intangible disclosure, or (iii) of a nature that the receiving party knows or reasonably should know is confidential, including software, source code, financial data, plans and forecasts, intellectual property, methodologies, algorithms, customer information, market intelligence, and technical concepts. Confidential Information does not include information that (a) is or becomes publicly known without fault of the receiving party, (b) the receiving party lawfully obtained from a source other than the disclosing party without any obligation of confidentiality, or (c) the receiving party developed independently without exposure to the disclosing party's Confidential Information.
"Customer Data" means data, records, documents, files, prompts, instructions, and other content that you or your Users submit to, input into, or make accessible to the Software, together with AI Output generated from that content.
"Data Protection Laws" means all laws and regulations applicable to the processing of Personal Data under this Agreement, in each case as in force from time to time in the jurisdictions in which you and Supplier operate.
"Documentation" means the user manuals and release notes accompanying the Software.
"Employee" means your employees, consultants, contingent workers, independent contractors, and retirees, and those of your Affiliates, whose business records are or may be managed by the Software and for which a license for the Software has been purchased.
"Fees" shall have the meaning set forth in Section 3.
"Invoice" means an invoice for the Software issued to you by Supplier or by an Authorized Reseller.
"License Key" means the data string provided by Supplier to you that, upon installation, permits the use of the Software in a Production environment.
"Open Source Components" means software components included in or distributed with the Software that are licensed under an open source license, including the MIT, BSD, Apache, GPL, LGPL, AGPL, and MPL license families.
"Order Form" means the ordering document, quotation, Invoice, or statement of work executed by or issued to you by Supplier or by an Authorized Reseller, that identifies the Software licensed, the type of license, the licensed quantities, the Fees, and the payment terms.
"Perpetual License" means a license for which you pay a one-time Fee to obtain the right to use and deploy the Software, whether on your premises or at your preferred hosting provider.
"Personal Data" means any information relating to an identified or identifiable natural person that is contained in Customer Data, and includes "personal information" and any equivalent term as defined under applicable Data Protection Laws.
"Platform" means the enterprise resource planning system or other third party software platform on or with which the Software is designed to operate, including Acumatica.
"Platform Provider" means the third party that develops, licenses, or operates the Platform.
"Production" means the use by you or your Employee of, or Supplier's written verification of, the availability of the Software (i) to administer Employees, (ii) to generate data for your books or records, or (iii) in any decision support capacity.
"Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Personal Data processed by Supplier.
"Sensitive Personal Data" means protected health information, payment card data, financial account numbers, government-issued identification numbers, biometric or genetic data, precise geolocation data, data revealing racial or ethnic origin, religious belief, trade union membership, sexual orientation, or criminal history, and personal data of children.
"Software" means Supplier's proprietary software, including any modules, add-ons, or AI Features you may elect to install, subscribe to, or use. For purposes of this Agreement, the Software includes any Updates you are entitled to install or use.
"Software Maintenance Plan" means a maintenance and support plan for the Software purchased from Supplier or from an Authorized Reseller, the scope of which is set out in Supplier's Support Subscription Agreement and the applicable Order Form.
"Subscription License" means a license for which you pay a periodic Fee to obtain the right to use and deploy the Software, whether on your premises or at your preferred hosting provider.
"Supplier Intellectual Property" means the Software, the Documentation, and all patents, copyrights, trade secrets, trademarks, service marks, and other intellectual property rights owned or used by Supplier in connection with them.
"Supported Platform Version" means a release of the Platform with which Supplier has tested the Software and confirmed in writing that the Software operates, as listed in the Documentation. A release of the Platform is not a Supported Platform Version until Supplier has confirmed it as such.
"Tenant" means logically separated data in a single database.
"Third Party Application" means applications licensed from third parties which connect with or interoperate with the Software.
"Third Party Model Provider" means a third party that develops, hosts, or operates a foundation model, large language model, or other artificial intelligence model accessed by an AI Feature.
"Updates" means any corrections and enhancements including hot fixes, patches, updates, changes, and upgrades to the Software if and when made available to end users. Updates do not include new modules or add-ons to the Software which include new functionality for which Supplier charges a separate fee to its end users.
"User" means an individual authorized by you to access or use the Software, including your Employees, your Affiliates' personnel, and your contractors.
"Your Input" means suggestions, enhancement requests, recommendations or other feedback provided by you and your Employees and relating to the functionality of the Software.
2.1 Nature of License.
Subject to your purchase, this Agreement is for the license of the Software on either a Perpetual License basis or a Subscription License basis, as stated in the applicable Order Form.
2.2 Grant of License.
Supplier hereby grants to you, and you accept, a limited, nonexclusive license to use the Software, in machine-readable, object code form only, and the Documentation, only as authorized in this Agreement. The Software is licensed based on one or more of the following:
• the number of copies of the Software licensed; • the modules or add-ons licensed; • the number of users that can access the Software; • the transactional volume; • the number of Tenants; • the number of logical CPU cores used by the Platform; and • the number of Platform websites.
2.3 Temporary Limited License.
In the event Supplier has provided the Software to you (i) to evaluate the Software, (ii) as an Authorized Reseller, not for resale, (iii) as an institution of higher education, for use by staff or students, without Fees, or (iv) when otherwise no Fees are charged for use of the Software, then, subject to your compliance with the terms and conditions of this Agreement, Supplier grants you a nonexclusive, non-transferable license to use and operate the Software solely for the purposes agreed upon by Supplier and you. The license granted under this Section 2.3 shall be limited as follows: (a) you may use the Software only on the number of computers and networks specifically authorized by Supplier; (b) you may use the Software only for the purposes expressly authorized by Supplier and subject to such further restrictions agreed upon by Supplier and you; (c) the license grant may be terminated by Supplier upon ten (10) days written notice; (d) the Software and any related documentation is provided "as is" without warranty of any kind, either express or implied, including the implied warranties of merchantability and fitness for a particular purpose; and (e) Sections 2.1, 2.2, 2.6, 3, 4.3, 5, and 7.1 of this Agreement shall not apply.
2.4 Scope of Use.
You or your Affiliates may use the Software for each License Key you purchased, for the number of Tenants licensed on a single production database. You may also use a reasonable number of copies of the Software for development, testing, archival purposes, and training on non-production servers upon receiving License Keys. No other right or license to use of the Software is granted or implied. You are responsible for ensuring your Affiliates and Users comply with the terms of this Agreement. Except as otherwise expressly provided in this Agreement, you may not:
• use the Software, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by this Agreement; • permit any person other than authorized Users who possess rightfully obtained License Keys and authorized Affiliates to use the Software; • reverse engineer, decompile or disassemble the Software; • publish the Software for others to copy; • rent, lease or lend the Software; or • use the Software to provide commercial software hosting services to third parties.
You may make copies of and modify the Documentation for the purpose of internal employee training.
2.5 Operating Environments.
You acknowledge that Supplier licenses the Software for use with the operating environments, being cloud services, servers, peripherals, database management systems, and operating systems, that Supplier supports as set forth in the Documentation.
2.6 Updates and Platform Compatibility.
(a) Entitlement. In the case of a Subscription License, so long as you are current on your Subscription Fees, Supplier will provide you with Updates at no additional charge. In the case of a Perpetual License, Updates will be provided to you for so long as you are covered by a current Software Maintenance Plan. The scope of maintenance and support obligations is set out in Supplier's Support Subscription Agreement and the applicable Order Form, and not in this Agreement. In the case of a Perpetual License, if your Software Maintenance Plan lapses, you may be charged fees for the lapsed period, reinstatement fees, and penalties in order to purchase a new Software Maintenance Plan.
(b) Supported Platform Versions. The Software is designed to operate on or with a Platform. Updates are available to you only if you are operating a Supported Platform Version. Supplier maintains the list of Supported Platform Versions in the Documentation and will confirm the current list to you in writing on request.
(c) Version lag. The Software operates one Platform release behind the Platform Provider's current general release. Supplier releases the version of the Software that operates with a given Platform release at or around the time the Platform Provider issues the following release.
Supplier does not warrant or undertake that the Software is or will be compatible with the Platform Provider's current general release, or with any future release, at any time. Supplier does not operate on an always current basis. No statement in the Documentation, in a roadmap, or by Supplier personnel is a commitment to support a particular Platform release by a particular date.
(d) Your responsibility for Platform upgrades. You decide when to upgrade your Platform. Supplier recommends that you confirm the current Supported Platform Version with Supplier in writing before you upgrade. If you upgrade to, or otherwise operate, a Platform version that is not a Supported Platform Version, then the Software may cease to function correctly in whole or in part, and (i) that failure is not a defect, an error, a malfunction, or a breach of this Agreement or of any warranty given under Section 5, (ii) Supplier has no obligation to provide support, corrections, workarounds, or any other remedy in respect of it until Supplier has confirmed that Platform release as a Supported Platform Version, (iii) Supplier is not liable for any loss, downtime, data issue, remediation cost, or business interruption arising from it, and (iv) Sections 5 and 6 apply to any claim relating to it.
(e) Deprecation. Supplier may cease to support a Platform version that the Platform Provider no longer supports, or that Supplier reasonably determines it can no longer support, upon reasonable written notice to you.
2.7 License Keys.
The Software, when used in Production, requires a License Key to install or access it. You are responsible for the use of any License Keys assigned to you and must not share the License Keys with any third party. If your License Key is stolen, or if you suspect any improper or illegal usage of your License Key, you should promptly notify Supplier of such occurrence. A replacement License Key will be issued to you and the compromised License Key will be disabled.
2.8 Use Reporting.
Supplier reserves the right to gather data on usage of the Software to confirm that the Software is being used in accordance with the terms of this Agreement and the type of license purchased by you. The Software may monitor user counts, transaction volumes, resource level utilization, License Key numbers, server IP addresses and other information. In the event (a) transaction volumes or resource level utilization exceeds, for any three (3) months during the trailing twelve (12) month period, the transaction volumes or capacity licensed by you, or (b) any other unauthorized use of the Software is discovered, it shall be considered a material breach of this Agreement. You agree not to block, electronically or otherwise, the transmission of data required for the monitoring of compliance with this Agreement. Any blocking of data required for compliance may result in immediate termination of this Agreement. Data collected under this Section is handled in accordance with Section 9.
2.9 Acceptable Use.
You shall not use the Software, and shall not permit any User or third party to use the Software, to:
• violate any applicable law or regulation, or infringe any third party right, including intellectual property, privacy, publicity, and contractual rights;
• introduce or transmit malicious code, interfere with the integrity or performance of the Software or of any system connected to it, or gain or attempt to gain unauthorized access to the Software, to Supplier systems, or to any other customer environment, including by circumventing License Keys, usage limits, security controls, or audit mechanisms;
• reverse engineer, extract, replicate, distill, or derive the model weights, model architecture, system prompts, or training data of any AI Feature, use AI Output to develop, train, or improve any product or model that competes with the Software, or benchmark, performance test, or publish evaluations of the Software without Supplier's prior written consent;
• generate or distribute content that impersonates a person or entity, or that constitutes synthetic media intended to deceive, including audio, image, or video deepfakes;
• make automated decisions producing legal or similarly significant effects concerning an individual, including decisions relating to employment, credit, lending, insurance, housing, healthcare, education, or access to essential services, without meaningful human review, or discriminate against any individual or group on the basis of a characteristic protected under applicable law;
• input Sensitive Personal Data into the Software unless the applicable Order Form expressly permits it and the parties have executed any additional agreement required by law; or
• generate content that is unlawful, defamatory, harassing, or threatening, or that sexually exploits or endangers a minor, or rely on AI Output as the sole basis for any medical, clinical, legal, tax, accounting, safety-critical, or life-critical decision.
Supplier may suspend your access to the Software or to any AI Feature immediately, and without liability, where Supplier reasonably believes that a violation of this Section is occurring or that continued use presents a risk of harm to Supplier, to you, to another customer, or to a third party. Supplier shall notify you of the suspension promptly and shall restore access when the cause of suspension is resolved. A violation of this Section is a material breach of this Agreement.
2.10 Audit and Verification.
Supplier may, not more than once in any twelve (12) month period, and upon thirty (30) days prior written notice, audit your use of the Software to verify compliance with this Agreement and with the licensed quantities set out in your Order Form. Audits shall be conducted during normal business hours, in a manner that does not unreasonably interfere with your operations, and subject to your reasonable security, safety, and confidentiality requirements. You shall provide reasonable cooperation and access to the records, systems, and personnel relevant to the deployment and use of the Software. Supplier may satisfy this right through the reporting described in Section 2.8, through a written self-certification which you shall complete and return within thirty (30) days of request, or through an independent auditor engaged by Supplier and bound by confidentiality obligations no less protective than those in Section 10.3.
If an audit reveals use of the Software in excess of the licensed quantities, you shall, within thirty (30) days of written notice, pay the additional Fees for the excess use at Supplier's then current list price, calculated from the date the excess use began, together with any applicable Software Maintenance Plan or Subscription Fees for the same period. If the excess use exceeds five percent (5%) of the licensed quantities, you shall also reimburse Supplier's reasonable costs of conducting the audit. Payment under this Section is in addition to, and does not waive or limit, any other remedy available to Supplier, including termination under Section 4.3. Supplier may conduct more than one audit in a twelve (12) month period only where a prior audit revealed material non-compliance. This Section survives for one (1) year following termination of this Agreement.
License fees (the "Fees") for the Software in the case of a Perpetual License, or for the initial term in the case of a Subscription License, are due and payable to Supplier or to your Authorized Reseller. Payment terms, including invoicing arrangements, due dates, currency, and any charge for late payment, are as set out in the applicable Order Form. Unless the Order Form or the licensing guide expressly provides otherwise, in the case of a Subscription License the Fees for any renewal term shall be at Supplier's then current list price for the Subscription License purchased by you. Except as otherwise expressly provided in this Agreement, Supplier does not refund Fees.
4.1 Term for Perpetual Licenses.
The term of your Perpetual License commences as provided in your Order Form. This Agreement shall continue in effect until terminated as provided in Section 4.3.
4.2 Term and Renewal for Subscription Licenses.
The initial term of your Subscription License commences, and its length is stated, in the applicable Order Form. Whether a Subscription License renews automatically or requires a new Order Form is stated in the applicable Order Form, and may differ between products.
Where the Order Form states that the Subscription License renews automatically, it shall renew for successive terms of the same length as the initial term unless either party gives written notice of non-renewal not less than thirty (30) days before the end of the then current term. Where the Order Form does not expressly provide for automatic renewal, the Subscription License does not renew, and it expires at the end of the then current term unless you and Supplier execute a new Order Form. Renewal Fees are determined under Section 3.
It is your responsibility to monitor the expiry of your Subscription License and to contact Supplier regarding any expiry you consider inappropriate. Supplier is not liable for any damages or costs incurred in connection with an expired Subscription License or an expired License Key.
4.3 Termination.
Either party may terminate this Agreement (a) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of that thirty (30) day notice period, or (b) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Supplier may terminate this Agreement upon fifteen (15) days prior written notice to you if you fail to pay any Fees and you do not cure such failure within that fifteen (15) day notice period. Supplier may suspend your access to the Software, in whole or in part, on written notice where any amount is more than fifteen (15) days past its due date, without prejudice to Supplier's other remedies. Supplier may terminate this Agreement immediately upon written notice for a violation of Section 2.9.
In the case of a Subscription License, upon any termination by you for Supplier's uncured material breach, Supplier shall refund prepaid Fees for the unexpired portion of the then current term. In any other case of termination, the processing of any refund is at the sole discretion of Supplier.
4.4 Effect of Termination.
(a) Subscription Licenses, and Perpetual Licenses terminated by Supplier or terminated by you other than for Supplier's uncured material breach. Upon termination you shall, as of the date of termination, immediately cease using the Software, the Documentation, and Supplier Confidential Information, and either (i) return the Software, the Documentation, all copies thereof, and all License Keys that you have obtained to Supplier, or (ii) destroy all such materials and provide written verification of such destruction to Supplier.
(b) Perpetual Licenses terminated by you for Supplier's uncured material breach. The license granted to you under Section 2.2 shall survive termination, and you may continue to use the version of the Software then installed, at the licensed quantities and subject to every restriction in this Agreement. Supplier shall provide a License Key sufficient to permit that continued use. Supplier shall have no further obligation to provide Updates, maintenance, support, or support for new Platform releases, and Sections 5, 6, and 11 shall continue to apply to your continued use.
(c) In every case. Termination for any reason shall not relieve you of the obligation to pay any Fees accrued or due and payable to Supplier prior to the effective date of termination. Supplier shall handle Personal Data on termination in accordance with Section 9.7.
5.1 Limited Warranty.
Supplier warrants that (a) the Software will perform substantially in accordance with the Documentation when operated on a Supported Platform Version in a supported operating environment, and (b) Supplier has used industry-standard methods to detect and remove malicious code from the Software before delivery. This warranty applies, in the case of a Subscription License, during the term of the Subscription License, and in the case of a Perpetual License, for so long as you are covered by a current Software Maintenance Plan.
You acknowledge that software of the nature of the Software is not and cannot be free of defects, and that the presence of a defect, bug, or error that does not materially impair the functionality described in the Documentation is not a breach of this warranty. The warranty in Section 5.1(a) does not apply to AI Features or AI Output, which are addressed in Section 8.
5.2 Exclusions.
The warranty in Section 5.1 does not apply where the matter complained of arises from (a) your acts or omissions, or your failure to act, (b) software, hardware, data, or services not provided by Supplier, including a Third Party Application, a Third Party Model Provider, or a customization prepared by you or by a third party, (c) your media files, your alterations or customizations, or your data input, (d) operation on a Platform version that is not a Supported Platform Version, or in an operating environment that Supplier does not support, (e) your failure to install an Update that Supplier has made available to you, (f) your failure to meet the capacity recommendations in the applicable licensing guide, or (g) your failure to notify Supplier of the matter within sixty (60) days of the first instance of it.
5.3 Sole Remedy.
For any breach of the warranty in Section 5.1, Supplier shall, at its expense and within a reasonable period following notice, use reasonable efforts to correct the non-conformity or to provide a workaround that allows the Software to perform substantially in accordance with the Documentation. If Supplier is unable to do so within ninety (90) days following notice, you may, as your sole and exclusive remedy, terminate this Agreement in respect of the affected Software and receive a refund of (i) in the case of a Perpetual License, the Fees you paid for the affected Software, or (ii) in the case of a Subscription License, the Fees you paid for the affected Software for the unexpired portion of the then current term. This Section states your only remedy for breach of warranty.
5.4 Licenses Obtained From Third Parties.
If you obtained the Software from a third party such as an Authorized Reseller, you must report any breach of the warranty in Section 5.1 to that third party, and the remedy in Section 5.3 shall be provided to you by that third party and not directly by Supplier.
5.5 Disclaimer.
Except as provided in this Section 5, Supplier disclaims any and all warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the extent authorized by law. Without limiting the foregoing, Supplier expressly disclaims any warranty that the Software will meet your requirements, that operation of the Software will be uninterrupted or error free, or that the Software will be compatible with any particular version of the Platform. You assume responsibility for selecting the Software to achieve your intended results, and for the results obtained from your use of the Software.
6.1 Limitation on Damages.
Subject to Section 6.5, in no event shall either party be liable to the other or to any other party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, loss of business, loss of goodwill, or loss or corruption of data, even if advised of the possibility of such damages.
6.2 Limitation on Liability.
Subject to Section 6.5, Supplier's cumulative liability to you, your Affiliates, or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall be limited (i) in the case of a Perpetual License, to the Fees received by Supplier for the Software prorated over a three (3) year term commencing with the date your Perpetual License commenced pursuant to Section 4.1, or (ii) in the case of a Subscription License, to the Fees received by Supplier for the twelve (12) months immediately preceding the event giving rise to the claim. This limitation applies to all causes of action or claims in the aggregate, including breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts.
6.3 Application of Limitations.
All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective, and shall survive and apply even if any limited remedy is found to have failed of its essential purpose.
6.4 No Third Party Representations or Warranties.
No third party is authorized by Supplier to make any representation or warranty to you regarding the Software.
6.5 Exclusions from Limitations.
The limitations and exclusions set out in Sections 6.1 and 6.2 do not apply to:
• Supplier's indemnification obligations under Section 7.1; • your indemnification obligations under Section 7.2; • your obligation to pay Fees, taxes, and other amounts due under this Agreement or an Order Form, including amounts payable following an audit under Section 2.10; • your breach of the license scope in Section 2.4, your breach of the acceptable use requirements in Section 2.9, or your infringement or misappropriation of Supplier Intellectual Property; • either party's breach of Section 10.3 (Confidentiality); • either party's gross negligence, willful misconduct, or fraud; and • any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence.
Notwithstanding the foregoing, and except for liability that cannot be limited under applicable law, Supplier's aggregate liability arising from the matters described in subsection (a) and subsection (e) of this Section 6.5 shall not exceed three (3) times the amounts stated in Section 6.2.
7.1 Indemnification by Supplier.
(a) Infringement. Supplier will, at its expense, indemnify and hold you harmless against any claim made by an unaffiliated third party that the Software infringes its patent, copyright, or trademark, or misappropriates its trade secret (an "Infringement Claim"), provided (i) you notify Supplier in writing not later than twenty (20) days after you receive notice of the Infringement Claim, (ii) you give Supplier sole control of the defense and any settlement negotiations, and (iii) you cooperate with Supplier in defending against or settling the Infringement Claim.
(b) Exclusions. Supplier's obligation of indemnification does not apply to the extent that the Infringement Claim is based on (i) your use of the Software after Supplier notifies you to discontinue use due to such a claim, (ii) your combining the Software with a non-Supplier product, data, or business process, including a Third Party Application, a Third Party Model Provider, or the Platform, (iii) damages attributable to the value of the use of a non-Supplier product, data, or business process, (iv) your altering or modifying the Software, including any modification by a third party, or (v) your use of the Software in violation of this Agreement. You agree to reimburse Supplier for any costs or damages that result from these matters. This indemnity does not extend to AI Output, which is addressed in Section 8.8, or to Open Source Components, which are addressed in Section 12.3.
(c) Remedy. If Supplier receives information concerning an Infringement Claim, Supplier may, at its expense and without obligation to do so, either procure for you the right to continue to run the Software, or modify the Software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop using the allegedly infringing Software immediately. If, as a result of an Infringement Claim, your use of the Software is enjoined by a court of competent jurisdiction, Supplier will, at its option, procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the Fees and terminate this Agreement. This Section 7.1 constitutes your exclusive remedy for Infringement Claims.
7.2 Indemnification by You.
You will, at your own expense, indemnify, defend and hold Supplier, its Affiliates and subsidiaries, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (a) any use of the Software by you, your Affiliates, any other party related to you, or any party acting upon your authorization, in a manner that is not expressly authorized by this Agreement, (b) your breach of Section 2.9, (c) Customer Data, including any claim that Customer Data infringes or misappropriates a third party right or was collected, used, or disclosed in violation of Data Protection Laws, and (d) your use of, reliance upon, publication of, or action taken on the basis of AI Output.
8.1 Scope.
This Section applies to all AI Features and AI Output and prevails over any conflicting provision elsewhere in this Agreement.
8.2 Nature of AI Output.
AI Output is generated by probabilistic models. It is not deterministic and is not guaranteed to be accurate, complete, current, consistent, reliable, or fit for any particular purpose. Identical or similar inputs may produce different outputs. AI Features may produce output that is factually incorrect, internally inconsistent, omits material information, or is entirely fabricated while appearing plausible, a characteristic commonly described as hallucination. Hallucination and output variability are known and inherent characteristics of the underlying technology. They are not defects, errors, malfunctions, or breaches of this Agreement, and they do not give rise to any warranty claim, refund, credit, or other remedy.
8.3 Human Review and Verification.
You are solely responsible for reviewing, verifying, and validating all AI Output before relying upon it, acting upon it, publishing it, or transmitting it to any third party. You shall implement and maintain human review appropriate to the risk of the decision concerned. You shall not configure the Software to take any irreversible action, or any action having a material financial, legal, clinical, safety, or employment consequence, without human review, unless the applicable Order Form expressly permits it and you have implemented your own compensating controls. Supplier is not responsible for any consequence arising from AI Output that you did not review.
8.4 No Professional Advice.
AI Output does not constitute, and shall not be relied upon as, legal, accounting, tax, audit, financial, investment, actuarial, insurance, medical, clinical, engineering, safety, human resources, or regulatory compliance advice. No attorney-client relationship, physician-patient relationship, fiduciary relationship, advisory relationship, or other professional relationship is created between you and Supplier by your use of any AI Feature.
8.5 Ownership of AI Output.
As between you and Supplier, and subject to your payment of applicable Fees, you own the AI Output generated from your Customer Data through your permitted use of the Software. You grant Supplier a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data and AI Output solely to the extent necessary to provide, support, secure, and troubleshoot the Software for you. Supplier claims no other right in Customer Data or AI Output. You acknowledge that (a) AI Output may not be eligible for copyright or other intellectual property protection under applicable law, (b) identical or substantially similar output may be generated for and provided to other users, and (c) Supplier makes no representation or warranty that AI Output is original or that it does not infringe or misappropriate the rights of any third party.
8.6 Model Training Restriction.
Supplier shall not use Customer Data, your Confidential Information, or AI Output to train, fine-tune, retrain, or otherwise develop or improve any foundation model, machine learning model, or artificial intelligence system, whether that of Supplier or that of any third party, except (a) with your prior written opt-in consent recorded in an Order Form or other signed writing, or (b) using data that has been aggregated and de-identified such that it cannot reasonably be used, alone or in combination, to identify you, any User, any individual, or your business. Supplier may use aggregated, de-identified operational, diagnostic, and telemetry data that does not identify you or any individual for the purpose of maintaining, securing, and improving its products and services.
8.7 Third Party Model Providers.
AI Features may operate on foundation models developed, hosted, or operated by Third Party Model Providers. Except where an Order Form expressly states otherwise, you procure and hold your own license or subscription directly with each Third Party Model Provider, you configure the Software using your own credentials, and Customer Data transmitted to a Third Party Model Provider passes from your environment to that provider under your agreement with it. Supplier is not a party to that agreement, does not receive Customer Data in the course of that transmission, and is not responsible for the collection, processing, retention, disclosure, or use of Customer Data by that provider, including any use of Customer Data for model training that your agreement with that provider permits. You are responsible for reviewing and accepting that provider's terms of service, acceptable use policy, data retention policy, and model training policy, and for determining whether they are adequate for your data. Supplier will identify the Third Party Model Providers the Software is designed to operate with upon written request. Section 11 applies to Third Party Model Providers as though each were a Third Party Application.
8.8 Exclusion from Indemnification.
Supplier's indemnification obligation under Section 7.1 covers the Software itself. It does not extend to any claim arising out of or relating to AI Output, including any claim that AI Output infringes or misappropriates a third party right, is defamatory or otherwise unlawful, is inaccurate or incomplete, or caused loss when relied upon. Supplier's liability with respect to AI Output is subject in all cases to Sections 6.1 and 6.2.
8.9 Regulatory Responsibility.
You are responsible for determining whether your use of AI Features is subject to any law or regulation governing artificial intelligence, automated decision-making, profiling, or algorithmic accountability, and for complying with it. This includes any obligation to disclose to affected individuals that an artificial intelligence system is in use, to conduct an impact assessment, to maintain records of automated decisions, to provide human review or a right of appeal, and to obtain consent. Supplier will provide reasonable information about the Software's technical characteristics to assist you, at your written request.
8.10 Change and Availability.
Supplier may modify, replace, restrict, or discontinue any AI Feature or the underlying model where a Third Party Model Provider changes, deprecates, restricts, or discontinues a model, where required by law or by a regulator, or where necessary to address a safety, security, or legal risk. Supplier will give you reasonable notice where practicable. The behavior and output of an AI Feature may change as a result of such a modification, and such change is not a defect or a breach of this Agreement.
9.1 Roles of the Parties.
To the extent that Supplier processes Personal Data contained in Customer Data in connection with the Software, you act as the controller or business, and Supplier acts as the processor or service provider, as those or equivalent terms are used under applicable Data Protection Laws. You determine the purposes and means of the processing. You are solely responsible for the accuracy, quality, and legality of Customer Data, for having a valid legal basis for the processing, and for providing any notice to, or obtaining any consent from, individuals that applicable Data Protection Laws require. In the event of a conflict between this Section 9 and any other provision of this Agreement in relation to the processing of Personal Data, this Section 9 prevails.
9.2 Scope of Processing.
Supplier shall process Personal Data only (a) on your documented instructions, which comprise this Agreement, the applicable Order Form, and your reasonable written instructions given in the course of your use of the Software, (b) as necessary to provide, support, secure, and maintain the Software, and (c) as required by applicable law, in which case Supplier will inform you before processing unless the law prohibits such notice. Supplier shall not sell or share Personal Data, and shall not retain, use, or disclose Personal Data for any purpose other than performing the services described in this Agreement, including for any commercial purpose of its own or that of a third party.
9.3 Deployment Model and Allocation of Responsibility.
The Software is installed and operated on infrastructure that you own, control, or procure, including your own premises, a third party hosting provider, or a Platform Provider. Supplier does not host Customer Data. You are solely responsible for the security, availability, encryption, backup, retention, deletion, and lawful processing of Customer Data within that environment, for the configuration of the Software, for user access management, and for the acts and omissions of your hosting or Platform Provider. Supplier receives Personal Data only to the limited extent that you transmit it to Supplier in the course of requesting support, or that Supplier encounters it while delivering professional services within your environment, or through the telemetry described in Section 2.8. Supplier shall maintain technical and organizational measures appropriate to the nature and volume of the Personal Data it receives and to the risk presented by the processing, and Supplier's obligation in that respect extends only to Personal Data in Supplier's own possession or control.
9.4 Personnel and Sub-processors.
Supplier shall ensure that its personnel authorized to process Personal Data are bound by written obligations of confidentiality and are informed of the confidential nature of the Personal Data. You grant Supplier general written authorization to engage sub-processors for the limited purposes described in Section 9.3, including support ticketing, remote access, and communication tooling, provided that Supplier imposes on each sub-processor written data protection obligations no less protective than those in this Section 9 and remains responsible to you for its performance. Supplier shall make available a current list of such sub-processors on written request. A Third Party Model Provider engaged by you under Section 8.7 is not a sub-processor of Supplier.
9.5 Assistance and Security Incidents.
Taking into account the nature of the processing and the limited Personal Data in Supplier's possession, Supplier shall provide reasonable assistance to enable you to respond to requests from individuals to exercise their rights under Data Protection Laws, and to meet your obligations relating to breach notification and data protection impact assessments. Supplier may charge its reasonable costs where the assistance requested is material or recurring. If Supplier receives a request directly from an individual relating to your Customer Data, Supplier shall not respond to it other than to direct the individual to you, and shall notify you promptly.
Supplier shall notify you without undue delay after becoming aware of a Security Incident affecting Personal Data in Supplier's possession or control. The notification shall describe the nature of the incident so far as known and the measures taken or proposed to address it. Supplier shall take reasonable steps to contain and remediate the incident. Supplier is not responsible for detecting, investigating, or reporting a security incident occurring within your environment or that of your hosting or Platform Provider. Supplier's notification is not an acknowledgement of fault or liability.
9.6 Telemetry and Privacy Notice.
Data collected under Section 2.8 is used only for license compliance verification, product support, security monitoring, and capacity planning. Supplier does not use telemetry data to train any artificial intelligence model. Supplier's handling of Personal Data for which Supplier is itself the controller, including contact details of your personnel and website visitor data, is described in Supplier's Privacy Policy published at https://www.tayanasolutions.com/legal/privacy-policy.
9.7 Return and Deletion.
Upon termination or expiry of this Agreement, and upon your written request made within thirty (30) days of that date, Supplier shall return or securely delete Personal Data in its possession or control, at your election. Thereafter Supplier shall delete such data, except for copies that Supplier is required by law to retain and copies held in routine encrypted backup media, which remain subject to Section 10.3 until deleted in the ordinary course.
10.1 Ownership and Reservation of Rights.
Supplier and its licensors own all right, title and interest in and to the Supplier Intellectual Property. Subject to the limited rights expressly granted under this Agreement, Supplier reserves all right, title and interest in and to the Supplier Intellectual Property. No rights are granted to you pursuant to this Agreement other than as expressly set forth in this Agreement.
10.2 Your Input.
Supplier shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Software any of Your Input. Supplier shall have no obligation to add Your Input to the Software. You shall have no obligation to provide Your Input. Your Input shall not include Customer Data or Personal Data.
10.3 Confidentiality.
Neither party shall disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care. No disclosure of any Confidential Information will be construed as granting (a) except for any limited license expressly set forth in this Agreement, a license of such Confidential Information, including any intellectual property rights, or (b) any right of ownership in such Confidential Information. A disclosure by one party of Confidential Information of the other party to the extent required by law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure to the extent legally permitted, and provides reasonable assistance, at the other party's expense, if the other party wishes to contest the disclosure. The obligations in this Section continue for three (3) years from the date of each disclosure, except that Confidential Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.
10.4 Remedies.
If a party violates or threatens to violate the terms of this Section 10, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
11.1 No Warranty or Responsibility.
Supplier does not warrant any Third Party Application, Platform, or Third Party Model Provider, regardless of who you purchase or license it from, and is not responsible for any aspect of it, including its availability, security, accuracy, pricing, or continued existence. Any agreement for your use of a Third Party Application, a Platform, or a Third Party Model Provider is solely between you and that provider, and is subject to that provider's own terms and privacy policy. Supplier is not responsible for any exchange of data or other interaction between you and that provider, and shall not be responsible for any disclosure, modification, corruption, or deletion of your data resulting from access by a Third Party Application, a Platform, or a Third Party Model Provider.
11.2 Conflicts.
Supplier is not responsible for any conflict between the Software and a Third Party Application, a Platform, or a Third Party Model Provider. You will need to seek a fix or modification from that provider in the event of a conflict due to which the Software does not work as intended. Supplier shall not be required to modify its application logic or code in order to resolve any such conflict.
12.1 Inclusion and Precedence.
The Software may include or be distributed with Open Source Components that are licensed under their own terms. A notice file identifying the Open Source Components included in the Software, together with the applicable licenses and copyright notices, is provided with the Software or is available on written request to info@tayanasolutions.com. To the extent that the license governing an Open Source Component conflicts with this Agreement, that license governs solely with respect to that component. Nothing in this Agreement limits any right you have under, or grants you any right inconsistent with, the license governing an Open Source Component, including any right to obtain corresponding source code where the applicable license requires it.
12.2 Your Obligations.
You shall comply with the license terms applicable to each Open Source Component. You shall not take any action that would cause the Software, or any proprietary component of it, to become subject to the terms of any open source license that requires the disclosure, licensing, or distribution of source code, or that grants any right to make derivative works, including by combining or linking the Software with software licensed under such terms.
12.3 Disclaimer.
Open Source Components are provided on an "as is" basis. The warranty in Section 5.1 and the indemnity in Section 7.1 do not apply to Open Source Components. Supplier warrants only that it has complied in all material respects with the applicable Open Source Component licenses in distributing them as part of the Software.
Neither party shall be liable for any delay in, or failure of, performance under this Agreement, other than an obligation to pay amounts when due, to the extent that the delay or failure is caused by an event beyond that party's reasonable control. Such events include act of God, fire, flood, earthquake, severe weather, epidemic, pandemic, war, act of terrorism, civil unrest, labor dispute, act or order of government, embargo, sanction, change in export control law, failure or interruption of the internet, telecommunications networks, cloud infrastructure, data center facilities, or electrical supply, cyberattack or denial of service attack, and the deprecation, restriction, suspension, or discontinuation of a service by a Platform Provider, a Third Party Model Provider, or other third party supplier. The affected party shall notify the other party promptly, shall use commercially reasonable efforts to mitigate the effect of the event, and shall resume performance as soon as reasonably practicable. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected portion of this Agreement upon written notice, and in the case of a Subscription License Supplier shall refund prepaid Fees for the unexpired portion of the then current term.
14.1 Governing Law, Venue, and Waiver of Jury Trial.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, United States, without regard to its conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. Any controversy, claim, or dispute arising out of or relating to this Agreement shall be resolved in accordance with the procedure set out in Section 14.15, which is the exclusive method of resolving it. Except for claims for non-payment and claims for infringement or misappropriation of intellectual property, no action arising out of or relating to this Agreement may be brought by either party more than three (3) months after the cause of action accrued, and each party waives any longer statutory limitation period to the extent waiver is permitted by law.
14.2 Complete Agreement.
This Agreement, together with each Order Form and all exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of a conflict, the order of precedence is (a) the applicable Order Form, (b) this Agreement, and (c) the Documentation. Any pre-printed or standard terms contained in your purchase order or similar document are of no effect.
Supplier publishes three agreements that may apply to you concurrently: the Tayana Master Services Agreement, this End User License Agreement, and the Tayana Support Subscription Agreement. Where a matter falls within the subject matter of more than one of them, the following order of precedence applies, from highest to lowest: (a) a written agreement signed by authorized representatives of both parties that expressly references and amends the applicable agreement; (b) the applicable Order Form or Statement of Work; (c) the agreement whose subject matter is most specific to the matter in question, being this Agreement for the licensing and use of Software, the Support Subscription Agreement for Support Services, and the Master Services Agreement for professional services; and (d) the Master Services Agreement in all other cases.
No provision of any of the three agreements is superseded by another except to the extent of a direct conflict on the same subject matter, and each agreement remains in full effect for its own subject matter. A document issued by you, including a purchase order, vendor portal terms, supplier registration terms, or security schedule, is not an Order Form for the purposes of this Section, forms no part of any of the three agreements, and is void and of no effect even if signed, acknowledged, or accepted by Supplier personnel.
14.3 Severability.
If any term or provision of this Agreement is declared void or unenforceable in a particular situation by any judicial or administrative authority, that declaration shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement, or the validity or enforceability of the offending term or provision in any other situation. The term or provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.
14.4 Survival.
Sections 2.9, 2.10, 5, 6, 7, 8, 9, 10, 12, 14, and 15, and Sections 4.4 and 11.1, shall survive the termination of this Agreement, regardless of the cause of termination, and shall remain valid and binding indefinitely.
14.5 Headings.
The Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
14.6 No Waiver.
The failure of either party to enforce any right granted under this Agreement, or to take action against the other party in the event of any breach of this Agreement, shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
14.7 Right To Use Name.
Unless you provide Supplier with written notice to the contrary, you give Supplier the right to use your name and logo in print, online, and in other advertising and marketing materials for the purpose of identifying you as a customer of Supplier.
14.8 Amendment.
Supplier may amend this Agreement from time to time. Supplier will publish the amended Agreement at the location where this Agreement is made available and will update the date on which it was last updated. For any amendment that materially reduces your rights or materially increases your obligations, Supplier will give you at least thirty (30) days prior notice by email to the address associated with your account or Order Form, or by notice within the Software. An amendment takes effect upon the earliest of (a) your acceptance of it through a click-through or other affirmative action, (b) your entry into a new Order Form or your renewal of a Subscription License after the effective date of the amendment, or (c) thirty (30) days after notice is given. If you do not agree to a material amendment, your sole remedy is to terminate this Agreement by written notice given before the amendment takes effect, in which case Supplier will refund prepaid Fees for the unexpired portion of the then current term. Amendments required by law, by a regulator, or to address a security or legal risk may take effect immediately upon notice. Amendments that do not materially affect your rights or obligations take effect upon publication.
14.9 Taxes.
In addition to the Fees required under this Agreement, you shall pay all applicable sales, use, value added, transfer, withholding, and other taxes and duties, whether national, state, or local, that are levied or imposed by reason of the transactions contemplated under this Agreement, excluding taxes on the net income of Supplier. You shall reimburse Supplier for the amount of any such taxes or duties paid or incurred directly by Supplier as a result of this transaction. If Supplier omits an applicable tax from an Invoice, you shall notify Supplier so that an amended Invoice may be issued, and you shall remain responsible for that tax together with any interest or penalty arising from the omission.
14.10 Assignment of Rights.
You may not sublicense, lease, rent, or assign your rights in the Software, Documentation, or License Keys, as granted by this Agreement, to any third party other than an Affiliate without the prior written consent of Supplier. Notwithstanding the foregoing, you may assign your rights in this Agreement and the Software without such consent in the case of a sale of substantially all of your assets or equity interests, or in the case of a merger, change in control or similar transaction, provided that (i) the assignee agrees in writing to be bound by the terms of this Agreement, (ii) you are not in material breach or default under this Agreement, and (iii) you agree to remain liable for any breach of this Agreement by the assignee. Any attempt to assign rights or obligations other than as permitted by this Section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
14.11 Notices.
Notices to Supplier shall be sent to Tayana Holdings LLC, AFC Towers, 3343 Peachtree Road NE, Suite 145, Atlanta, GA 30326, United States, with a copy by email to info@tayanasolutions.com. Notices to you shall be sent to the address or email address stated on your Order Form or account record. Notice is deemed given upon delivery if sent by hand or by recognized courier, and on the business day following transmission if sent by email.
14.12 Independent Contractors.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between them. Neither party has authority to bind the other.
14.13 No Third Party Beneficiaries.
This Agreement is for the benefit of the parties and their permitted successors and assigns. It creates no right in any other person, except that Supplier's Affiliates, subcontractors, licensors, officers, directors, employees, and agents are intended third-party beneficiaries of Sections 5, 6, 7, and 10 and may enforce those Sections directly.
14.14 Non-Solicitation
During the term of this Agreement and for a period of twenty-four (24) months after its expiry or termination, neither party shall, without the prior written consent of the other party, directly or indirectly solicit for employment or engagement, or employ or engage, any employee or contractor of the other party who performed or received services under this Agreement and with whom the soliciting party had material contact in connection with those services.
The parties acknowledge that the loss suffered by a party from a breach of this Section, comprising recruitment and replacement cost, training investment, lost productivity, and disruption to service delivery, would be difficult to ascertain with precision at the time of contracting. The parties therefore agree that a placement fee equal to fifty percent (50%) of the individual's first-year total compensation with the breaching party is a reasonable estimate of that loss, is liquidated damages and not a penalty, and is the non-breaching party's sole monetary remedy for the breach. The breaching party shall pay the fee within thirty (30) days of the individual's start date.
This Section is intended to comply with O.C.G.A. Section 13-8-50 et seq. and shall be construed, and if necessary modified by a court or arbitrator, to the minimum extent required to make it enforceable. A general public advertisement not directed at the other party's personnel, and an unsolicited response to it, is not a breach of this Section.
14.15 Dispute Resolution
General. The parties desire to avoid and to settle without litigation any controversy, claim, or dispute arising out of or relating in any way to this Agreement. The parties agree to follow the procedures in this Section as the exclusive method of resolving any such dispute, subject only to the carve-out below.
Good Faith Negotiation. A party with a dispute shall notify the other party in writing of the nature of and basis for the dispute. The parties, each represented by a senior executive, shall attempt in good faith to resolve the dispute through negotiation beginning within fifteen (15) days of that notice and continuing for at least thirty (30) days.
Mediation. If negotiation does not resolve the dispute, the parties shall submit it to non-binding mediation in Atlanta, Georgia, before a single mediator appointed by JAMS or otherwise agreed by the parties. Mediation shall commence within thirty (30) days of a party's written demand. The parties shall share the mediator's fees equally and shall each bear their own costs.
Binding Arbitration. If the dispute is not resolved within thirty (30) days of the first mediation session, it shall be finally resolved by binding arbitration administered by JAMS before a single arbitrator, seated in Atlanta, Georgia, and conducted in the English language. Where the total amount in controversy, including all claims and counterclaims, is USD 250,000 or less, the JAMS Streamlined Arbitration Rules and Procedures apply and the arbitrator shall determine the dispute on the documents alone unless the arbitrator determines that a hearing is necessary. In all other cases the JAMS Comprehensive Arbitration Rules and Procedures apply.
The arbitrator has no authority to award any damages excluded by this Agreement, to award damages in excess of the limitation in Section 6.2, to award punitive damages, or to vary any provision of this Agreement. The arbitrator shall award the prevailing party its reasonable attorney fees, arbitrator fees, filing fees, and costs. Judgment on the award may be entered in any court of competent jurisdiction.
Waiver of Class Proceedings. All disputes shall be resolved on an individual basis only. Neither party may bring or participate in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one party or preside over any form of representative proceeding.
Carve-Out for Equitable Relief and Collection. Notwithstanding the negotiation, mediation, and arbitration requirements above, either party may at any time seek injunctive or other equitable relief in respect of a breach or threatened breach of Section 10, and Supplier may at any time bring an action for the collection of unpaid amounts, in the state or federal courts located in Fulton County, Georgia. Each party consents to the exclusive jurisdiction and venue of those courts for such actions and for any application to confirm, vacate, or enforce an arbitration award, and waives any objection based on forum non conveniens or inconvenient forum.
Waiver of Jury Trial. Each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any action or proceeding arising out of or relating to this Agreement.
Each party shall comply with the export control and economic sanctions laws and regulations of the United States and other applicable jurisdictions in licensing and using the Software. Without limiting the generality of the foregoing, you shall not make the Software available to any person or entity that (i) is located in, or is a national or resident of, a country or region that is the subject of a comprehensive United States government embargo, (ii) is listed on any United States government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List, the Entity List, or the Denied Persons List, or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction. You represent that you are not such a person or entity. You shall not use the Software for any end use restricted under applicable export control law without the required government authorization.
The Software is commercial computer software and the Documentation is commercial computer software documentation, as those terms are used in FAR 12.212 and DFARS 227.7202. If the Software or Documentation is acquired by or on behalf of the United States Government, or by a contractor or subcontractor at any tier in the performance of a United States Government contract, then in accordance with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the Government acquires only those rights in the Software and Documentation that are granted to all other end users under this Agreement. No other rights, including rights in technical data, are conveyed. This Section applies in place of, and supersedes, any conflicting Federal Acquisition Regulation clause or agency supplement.
This Agreement is effective from July 1, 2026 and supersedes all previous editions of the End User License Agreement between the parties. The date on which this Agreement was last updated is shown at the top of this page.
Questions about this Agreement may be sent to info@tayanasolutions.com.