Effective starting: 01 October 2024

This Agreement is between Customer and GembaCI. “Customer” means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. “GembaCI” means the entity that owns or operates the Products that Customer uses or accesses.

1.  Definitions.

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

“Agreement” means this GembaCI Customer Agreement.

“Customer Data” means any data, content or materials provided to GembaCI by or at the direction of Customer or its Users via the Products.

“Documentation” means GembaCI’s usage guidelines and standard technical documentation for the applicable Product, available from the UI for such Product.

“GDPR” means General Data Protection Regulation.

“Laws” means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction.

“Order” means GembaCI’s ordering document or online order specifying the Products to be provided under this Agreement, accepted by GembaCI in accordance with Section 9 (Ordering Process and Delivery).

“Products” means GembaCI’s software made available as a SaaS subscription in connection with an Order.

“Scope of Use” means Customer’s entitlements to the Products specified in an Order, which may include: (a) number and type of Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.

“SaaS” means Software as a Service.

“Subscription Term” means the term for Customer’s use of or access to the Products as identified in an Order.

“User” means any individual that Customer authorizes to use the Products and/or its administration modules. Users may include: (i) Customer’s and its Affiliates’ employees, consultants, contractors and agents (ii) third parties with which Customer or its Affiliates transact business (iii) individuals invited by Customer’s users (iv) individuals under managed accounts, or (v) individuals interacting with a Product as Customer’s customer.

“UI” means User Interface.

2.  Use of Products.

2.1.  Permitted Use. Subject to this Agreement and during the applicable Subscription Term, GembaCI grants Customer a non-exclusive, worldwide right to use the Products for its and its Affiliates’ internal business purposes, in accordance with the Documentation and Customer’s Scope of Use.

2.2.  Restrictions. Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to): (a) rent, lease, sell, distribute or sublicense the Products (b) provide access to the Products to a third party, other than to Users, (c) charge its customers a specific fee for use of the Products, but Customer may charge an overall fee for its own offerings (of which the Products are ancillary), (d) use the Products to develop a similar or competing product or service, (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Products, (f) modify or create derivative works of the Products, (g) interfere with or circumvent Product usage limits or Scope of Use restrictions, or (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Products,.

3.  Users.

3.1.  Responsibility. Customer may authorize Users to access and use the Products, in accordance with the Documentation and Customer’s Scope of Customer is responsible for its Users’ compliance with this Agreement and all activities of its Users, including Orders they may place, Products enabled, and how Users access and use Customer Data.

3.2.  Login Credentials. Customer must ensure that each User keeps its login credentials confidential and must promptly notify GembaCI if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Products.

3.3.  Domain Ownership. Where a Cloud Product requires Customer to specify a domain (such as example.com) for the Cloud Product’s or a feature’s operation, GembaCI may verify that Customer or an Affiliate owns or controls that domain. GembaCI has no obligation to provide that Cloud Product or feature if GembaCI cannot verify that Customer or an Affiliate owns or controls the domain. Product administrators appointed by Customer may also take over management of accounts previously registered using an email address belonging to Customer’s domain, which become “managed accounts” (or similar term), as described in the Documentation.

3.4.  Age Requirements. The Products are not intended for use by anyone under the age of Customer is responsible for ensuring that all Users are at least 16 years old.

4. Products.

4.1.  Customer Data. GembaCI may process Customer Data to provide the Products in accordance with this Agreement.

4.2.  Security Program. GembaCI complies with GDPR. GembaCI has implemented and will maintain an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Data from unauthorized access, destruction, use, modification or disclosure.

4.3.  Removals and Suspension. GembaCI has no obligation to monitor Customer Data. Nonetheless, if GembaCI becomes aware that: (a) Customer Data may violate Law, Section 2 (Restrictions), or the rights of others or (b) Customer’s use of the Products threatens the security or operation of the Products, then GembaCI may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer’s or any User’s access to the relevant Products. GembaCI may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, GembaCI will give Customer the opportunity to remedy the issue before taking any such measures.

5.  Authority
5.1.  Employee or agent. If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.
5.2.  Use of email. If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent your employer or that entity, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word “you” or “Customer” in this Agreement will refer to your employer or that entity.
5.3.  Agreement. By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox) or use or access the Products.

6.  Customer Obligations.

6.1.  Disclosures and Rights. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for GembaCI to use Customer Data to provide the Products.

6.2.  Product Assessment. Customer is responsible for determining whether the Products meet Customer’s requirements and any regulatory obligations related to its intended use.

6.3.  Sensitive Health Information and HIPAA. Unless the parties have entered into a ‘Business Associate Agreement,’ Customer must not (and must not permit anyone else to) upload to the Products (or use the Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act or similar Act.

7.  Ordering Process and Delivery.

No Order is binding until GembaCI provides its acceptance, including by sending a confirmation email, providing access to the Products. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or GembaCI. GembaCI will deliver login instructions electronically, to Customer’s account (or through other reasonable means) promptly upon receiving payment of the fees.

8.  Billing and Payment.

8.1.  Fees.

• Purchases. Fees and any payment terms are specified in Customer’s Order with

• Renewals. Unless otherwise specified in an Order and subject to the Product continuing to be generally available, a Subscription Term will automatically renew at GembaCI’s then current rates for: (i) if Customer’s prior Subscription was for a period less than twelve (12) months, another Subscription Term of a period equal to Customer’s prior Subscription Term, or (ii) if Customer’s prior Subscription Team was for twelve (12) months or more, twelve (12) months. Either party may elect not to renew a Subscription Term by giving notice to the other party before the end of the current Subscription Term. Customer must provide any notice of non-renewal through account settings in the Products, by contacting GembaCI’s support team or by otherwise providing GembaCI notice.

• Increased Scope of Use. Customer may increase its Scope of Use by placing a new Order or modifying (by mutual agreement with GembaCI) an existing Order. Unless otherwise specified in the applicable Order, GembaCI will charge Customer for any increased Scope of Use at GembaCI’s then-current rates, prorated for the remainder of the then-current Subscription Term.

• Refunds. All fees and expenses are non-refundable, except as otherwise provided in this Agreement.

1. Credit Cards. If Customer uses a credit card or similar online payment method for its initial Order, then GembaCI may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable.

8.2.  Taxes.

• Taxes Generally. Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer’s Other than taxes on GembaCI’s net income, Customer is responsible for any such taxes or levies and must pay those taxes or levies, which GembaCI will itemize separately, in accordance with an applicable invoice.

• Withholding Taxes. To the extent Customer is required to withhold tax from payment to GembaCI in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to GembaCI.

• Exemptions. If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide GembaCI a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, GembaCI will not include applicable taxes on the relevant Customer invoice.

8.3.  Return Policy. Within thirty (30) days of its initial Order for a Product, Customer may terminate the Subscription Term for that Product, for any or no reason, by providing notice to GembaCI. Following such termination, upon request (which may be made through Customer’s GembaCI account), GembaCI will refund Customer the amount paid for that Product under the applicable

8.4.  Suspension for Non-payment. GembaCI may suspend Customer’s rights to use Products if payment is overdue.

9.       GembaCI Warranties.

9.1.  Performance Warranties. GembaCI warrants to Customer that: (a) the Products will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term, (b) GembaCI will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term, and (c) GembaCI will use reasonable efforts designed to ensure that the Products, when and as provided by GembaCI, are free of any viruses, malware or similar malicious code (each, a “Performance Warranty”).

9.2.  Performance Warranty Remedy. If GembaCI breaches a Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, GembaCI will use reasonable efforts to correct the non-conformity. If GembaCI determines such remedy to be impracticable, either party may terminate the affected Subscription Term. GembaCI will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer’s exclusive remedy and GembaCI’s entire liability for breach of a Performance Warranty.

9.3.  Exclusions. The warranties in this Section 8 (GembaCI Warranties) do not apply to: (a) the extent the issue or non-conformity is caused by Customer’s unauthorized use or modification of the Products, or (b) beta releases.

9.4.  Disclaimers. Except as expressly provided in this Section 8 (GembaCI Warranties), the Products and all related GembaCI services and deliverables are provided “AS IS.” GembaCI makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. GembaCI does not warrant that Customer’s use of the Products will be uninterrupted or error-free. GembaCI is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside GembaCI’s control.

10.  Term and Termination.

10.1.  Term. This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have

10.2.  Termination for Convenience. Customer may terminate this Agreement or a Subscription Term upon notice for any reason. Subject to Section 7.3 (Return Policy), Customer will not be entitled to any refunds as a result of exercising its rights under this Section 9.2, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination.

10.3.  Termination for Cause. Either party may terminate this Agreement or a Subscription Term if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor, or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 If Customer terminates this Agreement or a Subscription Term in accordance with this Section 9.3, GembaCI will refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term.

10.4.  Effect of Termination. Upon expiration or termination of this Agreement or a Subscription Term: (a) Customer’s rights to use the applicable Products will cease. Following expiration or termination, unless prohibited by Law, GembaCI will delete Customer Data in accordance with the documentation.

10.5.  These Sections survive expiration or termination of this Agreement: 1 (Definitions), 2.2 (Restrictions), 4.2 (Security Program), 8.1 (Fees), 8.2 (Taxes), 9.4 (Disclaimers), 10.4 (Effect of Termination), 10.5 (Survival), 11 (Ownership), 13 (Limitations of Liability), 14 (Indemnification by GembaCI), 15 (Confidentiality), 16.4 (Disclaimer), 17 (Feedback) and 19 (General Terms).

11. Ownership. Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. GembaCI and its licensors retain all intellectual property and other rights in the Products and related source code, GembaCI technology, templates, formats and dashboards, including any modifications or improvements.

12.  Data Ownership and Access

12.1.  Customer Data Ownership. Customer retains ownership of all Customer Data provided or generated through their use of the Products. However, during the term of the subscription, GembaCI’s business model includes providing Customer with access to reports, analytics and insights derived from Customer Data. Customer acknowledges that the Products’ primary function is to deliver these reports and analytics rather than providing unrestricted access to raw data.

12.2.  Access to Customer Data During Subscription. During the term of the subscription, Customer may access Customer Data only through the reports, dashboards, and analytics tools provided by GembaCI within the Products. Customer acknowledges that they are not entitled to extract or export the raw Customer Data outside of the Products’ built-in features for such purposes (if any).

12.3.  Data Extraction Upon Termination. Upon termination of the subscription, Customer may request the extraction of the Customer Data. Any such extraction shall be subject to mutual agreement between the parties and may be provided at an additional market-related fee based on the scope and format of the data extraction request.

13. Limitations of Liability.

13.1.  Damages Waiver. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

13.2.  General Liability Cap. Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, each party’s entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid to GembaCI for the Products giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer’s payment obligations under Sections 8.1 (Fees) and 8.2 (Taxes) are not limited by this Section 13.2.

13.3.  Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Section 2 (Restrictions) or Section 6 (Customer Obligations),

13.4.  Special Claims. For Special Claims, GembaCI’s aggregate liability under this Agreement will be the lesser of: (a) two times (2x) the amounts paid to GembaCI for the Products giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose, and (b) US$5,000,000. “Special Claims” means any unauthorized disclosure of Customer Data or Customer Materials caused by a breach by GembaCI of its obligations in Section 4.2 (Security Program).

13.5.  Nature of Claims and Failure of Essential Purpose. The exclusions and limitations in this Section 13 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

14.    Indemnification by GembaCI.

14.1.  IP Indemnification. GembaCI must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an “Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by GembaCI resulting from an Infringement Claim.

14.2.  Procedures. GembaCI’s obligations in Section 1 (IP Indemnification) are subject to Customer providing: (a) sufficient notice of the Infringement Claim so as to not prejudice GembaCI’s defense of the Infringement Claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and (c) all reasonably requested cooperation, at GembaCI’s expense for reasonable out-of-pocket expenses. Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.

14.3.  Settlement. Customer may not settle an Infringement Claim without GembaCI’s prior written consent. GembaCI may not settle an Infringement Claim without Customer’s prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products).

14.4.  Mitigation. In response to an actual or potential Infringement Claim, GembaCI may, at its option: (a) procure rights for Customer’s continued use of the Products, (b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or (c) terminate the affected Subscription Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

14.5.  Exceptions. GembaCI’s obligations in this Section 14 (Indemnification by GembaCI) do not apply to the extent an Infringement Claim arises from: (a) Customer’s modification or unauthorized use of the Products, (b) use of the Products in combination with items not provided by GembaCI (including Third-Party Products), (c) any free or beta release of the Products, or (d) Third-Party Products.

14.6.  Exclusive Remedy. This Section 13 (Indemnification by GembaCI) sets out Customer’s exclusive remedy and GembaCI’s entire liability regarding infringement of third-party intellectual property rights.

15.  Confidentiality.

15.1.  Definition. “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its GembaCI’s Confidential Information includes any source code and technical or performance information about the Products. Customer’s Confidential Information includes Customer Data.

15.2.  Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for GembaCI, the subcontractors referenced in Section 19.11 (Subcontractors and Affiliates)), provided the receiving party remains responsible for their compliance with this Section 16 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 16 (Confidentiality).

15.3.  Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.

15.4.  Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 15 (Confidentiality).

16.  Free or Beta Products.

16.1.  Access. Customer may receive access to certain Products or Product features on a free, fully discounted or trial basis, or as an alpha, beta or early access offering (“Free or Beta Products”). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by GembaCI, such as the applicable scope and term of use.

16.2.  Termination or Modification. At any time, GembaCI may terminate or modify Customer’s use of (including applicable terms) Free or Beta Products or modify Free or Beta Products, without any liability to Customer. For modifications to Free or Beta Products or Customer’s use, Customer must accept those modifications to continue accessing or using the Free or Beta Products.

16.3.  Pre GA. Free or Beta Products may be inoperable, incomplete or include errors and bugs or features that GembaCI may never release, and their features and performance information are GembaCI’s Confidential Information.

16.4.  Disclaimer. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, GembaCI provides no warranty, indemnity, or support for Free or Beta Products and does not accept any liability for Free or Beta Products.

17.  Feedback. If Customer provides GembaCI with feedback or suggestions regarding the Products or other GembaCI offerings, GembaCI may use the feedback or suggestions without restriction or obligation.

18. Publicity. GembaCI may identify Customer as a customer of GembaCI in its promotional materials. GembaCI will promptly stop doing so upon Customer request sent to duplo@gembaci.com.

19.  General Terms.

19.1.  Compliance with Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.

19.2.  Assignment.

• Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without GembaCI’s prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer’s assets or voting securities, provided that Customer provides GembaCI with prompt

written notice of the assignment and the assignee agrees in writing to assume all of Customer’s obligations under this Agreement and complies with GembaCI’s procedural and documentation requirements to give effect to the assignment.

• Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and
• GembaCI may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s

19.3.  Governing Law, Jurisdiction and Venue.

• If Customer is domiciled: (i) in Europe, the Middle East, or Africa, this Agreement is governed by the laws of the Republic of Ireland, with the jurisdiction and venue for actions related to this Agreement in the courts of the Republic of Ireland, or (ii) elsewhere, this Agreement is governed by the laws of the State of California, with the jurisdiction and venue for actions related to this Agreement in the state and United States federal courts located in San Francisco, California.
• This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.

19.4.  Notices.

• Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by GembaCI, or of Customer’s termination of this Agreement in accordance with Section 3 (Termination for Cause).
• Notices to Customer must be provided to the billing or technical contact provided to GembaCI, which may be updated by Customer from time to time in Customer’s account portal. However, GembaCI may provide general or operational notices via email, on its website or through the Products.

19.5.  Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e., Sections 1 through 21, inclusive) will control. 

19.6.  Interpretation, Waivers and Severability. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party’s authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

19.7.  Changes to this Agreement.

• GembaCI may modify this Agreement from time to time, by posting the modified portion(s) of this Agreement on GembaCI’s website. GembaCI must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date.
• For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with GembaCI’s
• For paid subscriptions:
  1. except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 10.1(c) (Renewals), and
  2. GembaCI may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify GembaCI of its termination under this Section 20.9(c) within thirty (30) days of the modification notice, and GembaCI will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.

19.8.  Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence.

19.9.  Subcontractors and Affiliates. GembaCI may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but GembaCI remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable GembaCI to meet its obligations under this Agreement.

19.10.  Independent Contractors. The parties are independent contractors, not agents, partners or joint

19.11.  Export Restrictions. Customer must comply with all applicable export and import Laws in its access to, use of, and download of the Products or any content or records entered into the Products. Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Products or any direct product of the Products: (a) to (or to a national or resident of) any U.S. embargoed jurisdiction, (b) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (c) to any party that Customer has reason to know will use the Products in violation of

U.S. export Law, or for any restricted end user under U.S. export Law.

19.12.  No Contingencies. The Products in each Order are purchased separately and not contingent on purchase or use of other GembaCI products and services, even if listed in the same Order. Customer’s purchases are not contingent on delivery of any future functionality or features.