PLUSTRAC™ TERMS OF USE

** IMPORTANT – PLEASE READ CAREFULLY BEFORE YOU DOWNLOAD OR USE PLUSTRAC **

This document is a legal agreement between En-Pro Management Inc. (“En-Pro”) a subsidiary of ZOLL Medical Corporation and the enterprise that will use PlusTrac pursuant hereto (“Licensee”) and governs the use of the technology and related materials and documentation provided by En-Pro. En-Pro has developed PlusTrac, an online AED program management (“PlusTrac”) and documentation that describes the management and use of PlusTrac (“Documentation”), all of which are the exclusive property of En-Pro or its licensors and are protected by United States and international intellectual property laws. PlusTrac is copyrighted and licensed (not sold). The term “PlusTrac” includes without limitation all new releases, updates, upgrades, bug fixes, and new versions that may be may be made available to Licensee by En-Pro. For purposes hereof, “Documentation” includes without limitation all updates and revisions thereto provided by En-Pro to Licensee. Any use of PlusTrac or the Documentation outside the scope of the terms and conditions of this Agreement is prohibited.

By clicking on the “accept” button at the end of this document or by otherwise using PlusTrac, you represent and confirm that a) you are legally authorized to bind the Licensee hereto and b) you have read this agreement, understand it and agree on Licensee’s behalf to be bound by its terms and conditions. If you are not so authorized or if the Licensee is unwilling to be bound by the terms of this Agreement, do not click the “accept” button or use PlusTrac.

Notice for EU Residents

En-Pro’s headquarters are located in the United States. Personal Information we collect from EU Residents when you use the PlusTrac platform will be transferred to and processed in the United States. The United States has not sought or received a finding of “adequacy” from the European Union under Article 45 of the General Data Protection Regulation (“GDPR”). Accordingly, En-Pro relies on derogations for specific situations as set forth in Article 49 of the GDPR. En-Pro collects and transfers to the United States Personal Information only: with your consent; to perform a contract with you; or to fulfill a compelling legitimate interest of En-Pro in a manner that does not outweigh your rights and freedoms. En-Pro endeavors to apply suitable safeguards to protect the privacy and security of your Personal Information and to use it only consistent with your relationship with En-Pro and the practices described in En-Pro’s Privacy Policy related to your access to and use of the PlusTrac platform.

1. License. Subject to the terms and conditions of this agreement En-Pro grants to the Licensee a non-exclusive, non-transferable, worldwide, revocable license to access and use PlusTrac and the Documentation solely for Licensee’s internal business use during the license term purchased by Licensee as embedded in activation code provided to Licensee. .

2. Additional Services. Licensee may separately purchase additional services, if made available by En-Pro, under a separate written agreement between Licensee and En-Pro.

3. Fees; Payment.

All amounts paid payable by Licensee for this License are non-refundable and fully earned upon En-Pro’s grant of access of PlusTrac to Licensee, and such amounts are due and payable by Licensee without any further performance by En-Pro or its reseller.

Any Licensee purchase order, which may or may not become available, is an administrative document only and any provisions in such purchase order at variance with this Agreement shall not be binding on the parties. Licensee shall be responsible for any and all taxes and duties levied on any transaction under this Agreement, including all VAT, federal, state, and local taxes, levies, and assessments, excluding any tax based on reseller’s or En-Pro’s net income. In the event that En-Pro or its reseller is required at any time to pay any such tax, assessment, fee, or charge, other than relating to its net income, Licensee shall promptly reimburse such payments.

1. Limited Warranty.

(a) En-Pro hereby grants to Licensee a ninety (90) day warranty commencing on the date that En-Pro makes PlusTrac available to Licensee and continuing for ninety (90) consecutive days thereafter (the “Warranty Period”). En-Pro warrants that, during the 90 days following the date En-Pro grants Licensee access to PlusTrac, PlusTrac will perform in accordance with the then-current Documentation in all material respects (the “Product Warranty”).

(b) Licensee’s sole and exclusive remedy for any breach of the Product Warranty shall be to have En-Pro or its representatives, at their option, modify PlusTrac to correct the defect giving rise to such breach within a reasonable period, not to exceed ninety (90) days from En-Pro’s receipt of written notification of such defect from Licensee (the “Cure Period”). If, within the Cure Period as defined above, En-Pro is unable to modify PlusTrac in such a way as to correct the defect, then, unless En-Pro is able to provide Licensee with another method of achieving the desired effect, Licensee shall be entitled to terminate the Agreement by giving written notice thereof to En-Pro within ten (10) days following the end of the Cure Period. In such event, Licensee shall be entitled to a pro rata refund of any License Fees paid by Licensee to En-Pro for PlusTrac.

(c) Licensee’s remedy and En-Pro’s liability are expressly contingent upon: (i) Licensee notifying En-Pro in writing of the claim within the Warranty Period and furnishing En-Pro with adequate supporting documentation and details to substantiate the claim and to assist En-Pro with the identification and detection of the cause of the problem; (ii) the problem being capable of reproduction on properly functioning equipment by En-Pro; (iii) PlusTrac having not been altered or changed in any way by a party other than En-Pro; (iv) PlusTrac being used and operated in accordance with the Documentation; and (v) PlusTrac having not experienced interference from or incompatibility with Licensee or third party products, applications, or configurations.

(d) DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY MADE IN THIS SECTION, En-Pro AND ITS RESELLERS MAKE AND LICENSEE RECEIVES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO PLUSTRAC, INFORMATION PROVIDED VIA PLUSTRAC, THE PLUSTRAC DOCUMENTATION, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY EN-PRO OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. EN-PRO AND ITS RESELLERS SPECIFICALLY DISCLAIM AND EXCLUDE ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. THE STATED PRODUCT WARRANTY IS IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF En-Pro AND ITS RESELLERS FOR DAMAGES. Further, En-Pro and its resellers do not warrant that the functions contained in PlusTrac will meet the requirements of Licensee or that the operation of PlusTrac will be secure, timely, accurate, interruption or error-free. Further, Licensee acknowledges and agrees that (i) AED product specifications, information with respect to applicable laws, rules and regulations, and other information and content provided through PlusTrac have either been provided by third party vendors or collected from publicly available sources and En-Pro makes no representations or warranties as to the accuracy or reliability of any such information which may be provided through PlusTrac and (ii) En-Pro and its resellers make no warranties or representations whatsoever with regard to any product or service provided or offered by any third party vendor. This Section shall survive any termination or expiration of this Agreement.

1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Except for (i) Licensee’s breach of any of its obligations under this Agreement, or (ii) a party’s GROSS NEGLIGENCE, in no event will ANY party, or ITS respective affiliates, employees or agents, or En-Pro’s suppliers, be liable for loss of profits, business, use or data, or for interruption of business, or any other indirect, incidental, EXEMPLARY, consequential or punitive damages even if advised of the possibility of such damages, regardless of the form of action, notwithstanding the failure of essential purpose of any limited remedy. TO THE MAXIMUM EXTENT PERMITTED BY LAW, In no event will En-Pro’s aggregate, cumulative monetary liability for any damages arising from or related to this Agreement, whether in contract or in tort or under any other legal theory (including strict liability and negligence), exceed the License Fees actually paid by Licensee to En-Pro for PLUSTRAC IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, En-Pro’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICE TO SUPPLYING THE SERVICE AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICE AGAIN. Neither party shall be responsible or liable for any loss, damage or inconvenience suffered by the other or by any third person, to the extent that such loss, damage or inconvenience is caused by the failure of the other party to comply with its obligations under this Agreement. To the maximum extent permitted by applicable law and except for actions for non-payment or breach of either party’s intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than one (1) year after the cause of action has accrued. This Section 10 shall survive any termination or expiration of this Agreement.

2. License Restrictions. Neither the Licensee nor any of its employees, users or customers shall:

   • reproduce, copy, disassemble, alter, modify, rent, sell, lease, loan, or create derivative works of PlusTrac or Documentation in any way or attempt to do any of the same; • decompile, disassemble or otherwise reverse engineer PlusTrac, provided, however that if the immediately foregoing provision is prohibited by applicable law, Licensee shall provide En-Pro with a detailed prior written notice of any such intention to reverse engineer PlusTrac and shall provide En-Pro with a right of first refusal to perform such work at rates equal to those proposed by a recognized third-party software services provider for such work; • use PlusTrac as a service bureau, as an application service provider or in any commercial time share arrangement; • use PlusTrac with software or equipment other than those specified in the Documentation or approved for use by En-Pro; • create Internet “links” to or from PlusTrac, or “frame” or “mirror” any content forming part of PlusTrac; • use any robot, spider, or other automatic device, or manual process to monitor or copy PlusTrac web pages or the content contained therein without prior written permission of an authorized officer of En-Pro; • use PlusTrac in contravention to any applicable laws or government regulation; • make access to the or Documentation available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so; • provide externally or to third parties any oral, written, or electronic communication that describes or compares the features, functions, or performance characteristics of PlusTrac; or • remove any product identification, copyright or other proprietary rights notices or confidentiality legends placed upon or contained in PlusTrac or the Documentation.

3. Licensee Obligations.

7.1 User Accounts; Information Submitted to PlusTrac. Licensee shall permit access to PlusTrac only to Licensee’s employees, consultants, contractors or agents whom (x) Licensee has authorized to use PlusTrac, but excluding any competitor of En-Pro and any employees, consultants, contractors or agents of any competitor of En-Pro’s affiliate, EnPro, (y) have received adequate training regarding use of PlusTrac and (z) have been supplied a user identification and password by Licensee or by En-Pro at Licensee’s request (each, a “User” and collectively, “Users”). Licensee agrees not to resell or permit any other commercial use of PlusTrac or its user accounts or passwords without the express written consent of En-Pro. Particularly, Licensee shall not sell its password or permit another person, company or entity to use PlusTrac or resell PlusTrac. Licensee is responsible for all activities that occur under Licensee’s User accounts whether authorized or not authorized. Licensee agrees to immediately notify En-Pro of any unauthorized use of Licensee’s account or any other breach of security known or which should become known to Licensee. Licensee shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information submitted to PlusTrac by Licensee or its Users (the “Licensee Information”); (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, PlusTrac or or its related systems or networks; (iii) comply with all applicable local, state, federal, and foreign laws in using PlusTrac; and (iv) obtain and maintain all computer hardware, software and communications equipment needed to access PlusTrac and pay all access charges (e.g., ISP fees) incurred in connection with the use of PlusTrac.

7.2 Use Guidelines. Licensee shall, and shall ensure that its Users will, use PlusTrac solely for Licensee’s business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make PlusTrac available to any third party, other than as expressly permitted by this Agreement; (ii) interfere with or disrupt the integrity or performance of PlusTrac or the data contained therein; (iii) attempt to gain unauthorized access to PlusTrac or its related systems or networks; or (iv) remove, alter or obscure any proprietary notices associated with PlusTrac. En-Pro retains the right, at its sole discretion, to terminate any User accounts and/or terminate this Agreement in the event of a violation of any of the foregoing obligations.

7.3 AED Licenses and AED Information. Licensee is responsible for entering into PlusTrac any and all information with respect to those AED’s Licensee desires to monitor. In addition, Licensee must purchase and maintain as active an AED user license from the manufacturer for each AED unit registered and managed by Licensee using PlusTrac. En-Pro shall have the right to suspend Licensee’s and its Users’ access to and use of PlusTrac with respect to unregistered and/or unlicensed AEDs with notice to Licensee.

7.4 Third Party Websites. PlusTrac may include links to third party websites. Licensee acknowledges and agrees that En-Pro and its resellers are not responsible for the availability of, or the content located on or through, any third-party site or the privacy practices of any such third-party site. Any use of those third-party sites is subject to the terms of use and privacy policies of each site and Licensee should review such terms and use and privacy policies prior to accessing such third party sites.

7.5 Third Party Products. Licensee is responsible for separately licensing any and all third party software and hardware that will be used with PlusTrac and assumes all responsibility for maintaining valid licenses and enforcing licenses use rights to such third party software applications and elements thereof and complying with all terms and conditions thereof. Licensee further acknowledges that PlusTrac may contain or be accompanied by certain third party software products (“Third-Party Products”). These Third Party Products, if any, are identified in, and subject to, special license notices, terms and/or conditions as set forth in the Documentation and/or in the “notices.txt” file accompanying PlusTrac (“Third-Party Notices”). The Third-Party Notices may include important licensing and warranty information and disclaimers. In the event of conflict between the Third-Party Notices and the other portions of this Agreement, the Third-Party Notices will take precedence (but solely with respect to the Third-Party Products to which the Third-Party Notices relate).

1. Modifications to PlusTrac; Additional Disclaimers. En-Pro reserves the right to modify or discontinue PlusTrac from time to time in En-Pro’s sole discretion with or without notice to Customer. En-Pro DOES NOT REPRESENT OR WARRANT THAT: (I) PLUSTRAC WILL MEET LICENSEE’S REQUIREMENTS; (II) PLUSTRAC OR INFORMATION, DATA OR CONTENT PROVIDED VIA PLUSTRAC WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM USE OF PLUSTRAC WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN PLUSTRAC CAN BE FOUND OR CORRECTED. En-Pro WILL NOT BE RESPONSIBLE FOR: (A) ANY FAILURES OR DEFECTS CAUSED BY ACTS WITHIN THE CONTROL OF LICENSEE OR ANY USER OR INTEROPERABILITY OF NON-En-Pro APPLICATIONS OR EQUIPMENT WITH PLUSTRAC; (B) LOSS OF DATA; (C) THE INABILITY OF LICENSEE TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER MADE AVAILABLE VIA PLUSTRAC THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET; OR (D) SERVICES, INFORMATION, CONTENT OR DATA PROVIDED THROUGH PLUSTRAC BY OTHER SERVICE PROVIDERS.
2. Ownership.

9.1 Except for the rights granted to the Licensee hereunder, all right, title and interest in and to PlusTrac, the Documentation and any and all information, data and content made available via PlusTrac or included as part of PlusTrac, including without limitation the underlying technology used by En-Pro to provide PlusTrac, computer code, site design, text, graphics, interfaces, and the selection and arrangements thereof, and all modifications, enhancements and derivative works thereof, whether or not made by En-Pro, including without limitation all intellectual property embodied therein, shall remain exclusively in En-Pro, its licensors and suppliers. PlusTrac and Documentation are protected by copyright and other intellectual property laws and by international treaties. The licenses granted hereunder include no rights in or to any versions of PlusTrac other than those for which En-Pro has granted Licensee access. All rights not expressly granted to Licensee hereunder are reserved by En-Pro.

9.2 Licensee and its users may, from time to time, make known to En-Pro suggestions, enhancement requests, techniques, know-how, comments, feedback or other input with respect to PlusTrac and/or the En-Pro Technology (collectively, “Suggestions”). Unless otherwise agreed to in writing by the parties with respect to any Suggestion, En-Pro shall have a royalty-free, worldwide, irrevocable, perpetual license to use, disclose, reproduce, license, distribute and exploit any Suggestion without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Suggestion with no obligation to license or to make available the Improvement to Licensee or any other person or entity.

1. Confidentiality. Licensee acknowledges that PlusTrac and the Documentation contain and constitute commercially valuable, proprietary trade secrets and Confidential Information of En-Pro. “Confidential Information” of En-Pro also includes any information, technical data or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing or finances, disclosed orally or in written or electronic form, and which is marked or identified by the disclosing party as “proprietary” or “confidential”. Licensee and its employees shall keep all Confidential Information confidential unless given written permission by En-Pro to disclose such information, or such information becomes public knowledge other than by the Licensee’s breach of this Agreement. Licensee may disclose the Confidential Information only those of Licensee’s employees who are required to use the Confidential Information in order to evaluate or use PlusTrac and who have signed a non-disclosure agreement at lease as protective of En-Pro as this Agreement. Licensee will take all reasonable steps to protect the secrecy of the Confidential Information and prevent the misuse or misappropriation of the Confidential Information. Licensee will notify En-Pro in writing of any misuse or misappropriation of Confidential Information that may come to its attention.
2. Termination. This Agreement or an individual license granted hereunder may be terminated as set forth elsewhere herein or (a) upon expiration of the license term, (b) by mutual agreement of En-Pro and Licensee or upon any termination of Licensee’s agreement with En-Pro for AED services, (c) by either party if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty (60) days of such filing, or (d) by either party if the other party materially breaches this Agreement or any other agreement between the parties and fails to cure such breach to such party’s reasonable satisfaction within thirty (30) days following receipt of written notice thereof. Upon any termination of this Agreement, all applicable licenses are revoked and Licensee shall immediately (i) cease use of PlusTrac, (ii) if applicable, de-install PlusTrac from Licensee’s computer systems and networks and return any and all copies of PlusTrac to En-Pro, and (iii) return to En-Pro any and all Confidential Information of En-Pro. Termination of this Agreement or a license granted hereunder shall not limit either party from pursuing any remedies available to it, including injunctive relief, or relieve Licensee of its obligation to pay all fees that have accrued, have been paid, or have become payable by Licensee hereunder. Provisions of this agreement that by their nature should reasonably survive its termination or expiration shall so survive including sections 5, 6, 9, 10, 13, 17 and 18.
3. Not to be Used for High Risk Activities. PlusTrac is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance (“High Risk Activities”). Accordingly, En-Pro and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

4. Specific Enforcement. Licensee acknowledges and agrees that monetary damages alone would not be an adequate remedy in the event of a breach by Licensee of its obligations under this Agreement and that, in such event, En-Pro would be caused irreparable harm and shall be entitled to injunctive relief to require Licensee to comply with its obligations hereunder, without the necessity of posting a bond or other security. Any remedy available under this Agreement shall be cumulative and not exclusive of any other remedy available to En-Pro under this Agreement, at law or in equity.

5. Assignment. Neither party shall assign or sublicense its rights or obligations under this Agreement, except that En-Pro may assign such rights or obligations and this Agreement to its successor in a merger, acquisition or other change of control or the sale of all or substantially all of En-Pro’s assets, stock or business to which this Agreement relates. This Agreement shall be binding upon and inure to the benefit of each party’s permitted successors and assigns.

6. Notices. Any demand, notice, consent, or other communication required by this Agreement to be given in writing shall be given either (i) by being hand-delivered to the receiving party, or (ii) by being deposited in the mail (registered or certified) or delivered to a recognized private express common carrier, postage or freight prepaid, addressed to the receiving party at its address set forth on En-Pro’s quote or ordering documentation. Notices will be deemed given on receipt. Either party may change its address by giving written notice to the other party of the changed address.

7. Waiver and Severability. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of the subject right or any further right under this Agreement. If any provision of this Agreement or the application thereof to any party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8. Entire Agreement. This Agreement and the Sales Confirmation contain the entire agreement between the parties with respect to the subject matter hereof, and supersede all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and are binding upon the parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement and is duly signed by both authorized representatives of both parties may amend this Agreement. The terms and conditions contained in any purchase order issued by Licensee shall be of no force or effect, even if the order is accepted by En-Pro. In the event of a conflict in terms among the Agreement, the Sales Confirmation, or Licensee’s purchase order, the Agreement shall control (unless the Sales Confirmation expressly states that it is to control in the event of such conflict). The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

9. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Massachusetts, USA without regard to (i) its conflict of law provisions, (ii) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods; and (iii) the applicability, if any, of UCITA. Any litigation arising out of or pertaining to this Agreement shall only be filed and prosecuted in the appropriate court in Massachusetts which has subject matter jurisdiction (state or federal) and which shall be the exclusive venue for any such litigation. The parties agree that venue is proper in the state and federal courts located in Massachusetts USA and the parties agree to submit themselves to the jurisdiction thereof.

10. Force Majeure. En-Pro shall not be liable to Licensee or any other person or entity for any loss or damage for delay in performance, or for nonperformance, due to causes or events not within its reasonable control, such as, but not limited to, an act of God, strike, lockout, or other industrial disturbance, failures of suppliers, act of the public enemy, war, blockade, public riot, public disaster, lightning, fire, storm, flood or other act of nature, explosion, judicial orders/decrees, governmental laws/regulations, governmental action, governmental delay, restrain or inaction, unavailability of equipment, telecommunications failures, or denial of service attacks.

11. Use of Name. Licensee agrees that En-Pro may use Licensee’s name and may disclose that Licensee is a customer of En-Pro in En-Pro advertising, press, promotion and similar public disclosures upon the prior written consent of Licensee (such consent not to be unreasonably withheld or delayed). Licensee also hereby grants En-Pro a non-exclusive license during the term of this Agreement to list Licensee’s name and display Licensee’s logo in the “customer” or similar section of En-Pro’s website.

12. US Export Laws. Licensee’s use of PlusTrac is subject to export and re-export control laws and regulations, including the United States Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. Licensee shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of PlusTrac to any end-user without obtaining the required authorizations from the appropriate government authorities. Licensee also warrants that it is not prohibited from receiving US origin products, including services or software. Without limiting the foregoing, (i) Licensee represent that it not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) it shall not permit users to access or use PlusTrac in violation of any U.S. export embargo, prohibition or restriction.