EULA – esenso

END-USER SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) (“LICENSEE” OR “YOU”) AND ESENSO. YOU MUST REVIEW AND EITHER ACCEPT OR REJECT THE TERMS OF THIS EULA BEFORE LOGIN OR USING THE SOFTWARE. BY CLICKING THE “I ACCEPT” BUTTON, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS EULA, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

If all or some portion of the Software has been licensed by another party for your use (e.g., your employer or an individual or company with which you conduct business), your right to use that Software or Data Service and to obtain any related Services is subject to the terms and conditions of the agreement(s) between ESENSO and the other party, whether the other party has agreed to the terms of this EULA or to the terms of a separate, written agreement.

DEFINITIONS. The following capitalized terms used in this EULA have the meanings indicated:

1.1 “Account” means an instance of the Software accessible by a single login to the Software.

1.2 “API” means application programming interfaces that ESENSO may make available with the Software or as a separate option from time to time. These interfaces allow your programmers to build integrations with the Software.

1.3 “Computer” means an end user personal computer or development board containing one or more CPUs that is not utilized as a Server.

1.4 “Data” means the detailed information related to and samples of known good files, known bad files and Internet locations stored, processed and otherwise maintained in the ESENSO intelligence database, which information is sometimes licensed provided for use with Software and sometimes provided separately, either on a stand-alone basis or as part of a Data Service.

1.5 “Data Service” means any Internet-based service by which ESENSO provides Data to you.

1.6 “Delivery Date” means (i) for cloud-based Software, the date on which ESENSO sends or otherwise makes available to you the access code(s) and other instructions, if applicable, for utilizing the Software;

1.7 “Documentation” means any online help text and/or manuals, readme files, build notes, functional specifications, instructions, and any related materials provided with the Software. The term “Documentation” includes any updates or modifications ESENSO may choose to make available with respect to the Documentation.

1.8 “End User” means any human being whose permitted use of any HW/SW solution or Data Service you installed.

1.9 “Intellectual Property Rights” means any rights existing under patent law, copyright law, data and database protection law, trade secret law, and any and all similar proprietary rights of ESENSO embodied in the Software.

1.10 “Order Form(s)” means the proposal form provided by ESENSO and accepted by you, evidencing your initial purchase of a license and/or subscription to the Software, Data Service and/or Data, plus any subsequent Order Forms submitted online or in written form, in each case specifying, among other things, the specific ESENSO Products and Services to be provided to you, the applicable fees, and the term of the agreement. Each Order Form is incorporated into, and therefore is a part of, this Agreement.

1.11 “ESENSO Products and Services” means the Software, Data Service, and/or Data licensed to you, as provided in the Order Form associated with this Agreement.

1.12 “Server” means a computer server owned, leased or otherwise controlled by ESENSO where server-based Software products is installed.

1.13 “Services” means hosting services, software maintenance services, support services (including deployment support services), and any other services ESENSO may provide you in connection with your use of the Software.

1.14 “Software” means the ESENSO software accompanying this EULA, in object code form, together with any of the following that may form a part of it or subsequently be provided by ESENSO for use with it: (i) the Data Service; (ii) APIs, tools, toolsets, and other software applications or components; (iii) artwork, photographs, and video or audio content; (iv) Documentation; and (v) any Updates to or Upgrades of any of the foregoing that may be covered by this EULA.

1.15 “Source Code” shall mean computer programs, instructions and related material for implementing proprietary algorithms (and other trade secret or otherwise proprietary methods and processes) written in a human-readable source language in a form capable of serving as the input to a compiler or assembler program, and in form capable of being modified, supported and enhanced by programmers reasonably familiar with the source language. By way of clarification, and not limitation, the term “Source Code” means the preferred form of the code for making modifications to it, including all modules it contains, plus any associated interface definition files, and scripts used to control compilation and installation of an executable or otherwise, create, manage, administer, or operate the hosting environment where the software service is deployed.

1.16 “Updates” means bug fixes, patches, or other additions, revisions to or modifications of Software and/or Data that ESENSO provides to you or any End User, including those it makes generally available to customers that subscribe to its maintenance services. An Update to Software typically is identified by a change in a number and/or letter to the right of the first decimal point in a product’s version number. Updates do not include Upgrades.

1.17 “Upgrade” means a major release of Software and/or Data, as determined by ESENSO in its sole discretion. An Upgrade to Software and/or Data typically is identified by a new product name or a new number to the left of the first decimal point in the version number of an existing product name.

1.18 “Widget” means any development boards like Raspbery PI, Arduino, Intel Galileo, Banana Pi, Industrial PLC, mobile or any processing unit

1.19 “Node” means any measurable/metering device which can be connected on widgets

1.20 “Web Site” means ESENSO’ web site located at http://www.esensomk.com.

OWNERSHIP.

The ESENSO Products and Services named KHAL are licensed, not sold. You acknowledge that the ESENSO Products and Services (including any changes you may request or suggest) are the property of ESENSO and/or its licensors. Title to the ESENSO Products and Services (including each copy of any of them) and all related intellectual property rights embodied in or represented by the ESENSO Products and Services will remain with ESENSO and/or its licensors at all times. All rights and licenses not expressly granted are reserved to ESENSO, and there shall be no licenses or rights implied under this EULA, based on any course of conduct, or otherwise.

LICENSE GRANT.

Subject to the terms and conditions of this EULA, ESENSO, under its Intellectual Property Rights, hereby grants to Licensee:

3.1 For Software and Data: a limited, non-exclusive, non-transferable, worldwide license to access, execute, display, perform, and otherwise use the Software and/or Data, in machine-readable object code, solely for the number of widgets and nodes set forth on your Order Form. Licensee shall be entitled to make one (1) copy of any client-side components of the Software (if applicable), solely for development own solution. To the extent the Order Form includes rights to a ESENSO software development kit (“SDK”), ESENSO hereby grants you a non-exclusive and non-transferable right and license under its Intellectual Property Rights to use and reproduce the SDK on any tangible media in binary code for the sole purpose of integrating the Software with other software and systems via the Software’s APIs solely for your internal business use (together with shared users). If the Software you are installing is evaluation or free use Software, your rights are limited as described below in Section 6.

3.2 License Term. The license granted in Section 3.1 shall be subscription based for a one year term commencing upon the date the ESENSO Products and Services are first made available to you, as set forth in the Order Form.

Restrictions.

During the term of your license and/or subscription, you agree to comply with the following restrictions and limitations, and you agree not to permit others (including any shared End User whose use of the ESENSO Products and Services you sponsor) to violate them:

4.1 You shall: (i) adopt and enforce such internal policies, procedures and monitoring mechanisms as are reasonably necessary to ensure that the Software is used only in accordance with the terms of this EULA and (ii) take all steps necessary to ensure that no person or entity will have unauthorized access to the ESENSO Products and Services.

4.2 You shall not: (i) copy (except as provided above), (ii) permit any third party to use or have access to the ESENSO Products and Services, whether by timesharing, networking (except as expressly permitted hereunder) or any other reverse engineer, decompile, disassemble, or otherwise seek to discover the source code of the ESENSO Products and Services; (iv) possess or use the Software or any portion thereof, other than in machine readable object code; (v) make any copies of the Software or Data, other than as permitted by Section 3 hereof; (vi) remove any copyright, trademark, patent or other proprietary notices from the ESENSO Products and Services or any portion thereof; (vii) modify, translate, or create any derivative work thereof, but your computer code written to current APIs for the Software that are published by ESENSO or otherwise disclosed by ESENSO to you will not be considered modifications or derivative works for purposes of this restriction; (viii) modify, disable, circumvent, avoid, bypass, remove, deactivate, impair or otherwise interfere with features of the ESENSO Products and Services that enforce license restrictions or limits or report technical or statistical information regarding the ESENSO Products and Services or its use to ESENSO; or (ix) continue to use prior versions of any ESENSO Products and Services after installing an Upgrade of the ESENSO Products and Services or any Update or Upgrade that wholly replaces the ESENSO Products and Services. To the extent that the right to decompile, disassemble, or reverse engineer the Software is permitted by applicable law, you agree not to do so if ESENSO makes available to you a separate software module that allows you to achieve interoperability of an independently created computer program for use with the Software.

4.3 The ESENSO Products and Services activation key(s) and/or user account(s) (if any) is intended solely for your use and your shared users. You are solely responsible for maintaining the confidentiality and security of your activation key(s) and/or user account(s) (if any). You are solely responsible and liable for any and all use of your activation key(s) and/or user account(s) (if any) and for activities that occur on or through your activation key(s) and/or user account(s) (if any). You agree to notify ESENSO immediately about any unauthorized access to, or use of, any of your activation key(s) and/or user account(s) (if any).

Free End Users.

You may use the ESENSO Evaluation/Free Use Products and Services in a manner consistent with the terms of this EULA solely for evaluation/trial purposes for a period ranging up to sixty (60) days from the Delivery Date, as specified in your Order Form, or for such other period as may be indicated in writing by ESENSO at or after the time of delivery. In light of the fact that Evaluation/Trial Use Products and Services are provided to you free of charge. Access to Evaluation/Free Use Products and Services may include a “time-out” mechanism that will automatically downgrade or disable the Evaluation/Free Use Products and Services or otherwise prevent access to the Evaluation/Free Use Products and Services at the end of the evaluation/trial period.

MAINTENANCE AND SUPPORT.

Technical support for the ESENSO Products and Services may be accessed via email or other contact information provided on the ESENSO website (if applicable). Unless you subscribe to an enhanced maintenance and/or support offering, you are not entitled to receive additional maintenance or support for the ESENSO (though any Updates or Upgrades ESENSO may provide you will be covered by this EULA, unless ESENSO requires you to accept a new agreement at the time they are provided). If you subscribe to a ESENSO maintenance and/or support offering, ESENSO will provide you with maintenance and/or support services corresponding to the service level(s) to which you have subscribed, as set forth in a separate agreement you may enter into with ESENSO related to such services. Whether or not you subscribe to a maintenance and/or support offering, ESENSO reserves the right to provide you with Updates or supplements to the Software when we consider it necessary to do so to ensure that the Software functions properly. Any technical information you provide ESENSO in connection with support services it provides you may be used by ESENSO for its business purposes, including product and service development.

SAMPLE FILE ANALYSIS. You may submit sample files to ESENSO for analysis and inclusion in our threat intelligence database (“Sample Files”). We may, in our sole discretion, unpack and analyze Sample Files to expose internal information, including but not limited to IP addresses, names, custom application information, images, compression, encryption, and executable files (the “Analyzed Information”). We may, in our sole discretion, include the Analyzed Information in our database, which is accessible to our other customers. By submitting Sample Files to us, you grant to ESENSO under your intellectual property rights a perpetual, irrevocable, worldwide, transferrable, sub-licensable, royalty-free right to use, copy, modify, display, perform, distribute and otherwise exploit the Sample Files. It is your responsibility to use discretion in submitting files to ESENSO for analysis. If you believe a file may contain proprietary or other sensitive information that you do not want shared with our other customers, DO NOT SUBMIT SUCH FILE TO ESENSO. ESENSO FULLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT OF SAMPLE FILES UPLOADED TO OUR DATABASE. YOU EXPRESSLY AGREE THAT YOUR SUBMISSION OF SAMPLE FILES FOR ANALYSIS AND INCLUSION IN THE ESENSO DATABASE IS AT YOUR SOLE RISK. If you believe a Sample File has been submitted to us in error (a “Submission Error”), you may contact us and request that the particular file be removed from our database. REMOVAL OF THE FILE IN QUESTION SHALL BE THE SOLE REMEDY FOR SUBMISSION ERRORS.

LIMITED WARRANTIES AND WARRANTY DISCLAIMER.

9.1 ESENSO warrants that, for a period of 365 days after the Delivery Date, the Software and/or Data (including any Upgrades for which ESENSO does not require you to accept the terms of a replacement agreement, but excluding Updates) will function substantially in accordance with relevant, published specifications (or substantially error free where there are no published specifications). As your exclusive remedy for breach of this warranty, ESENSO will, at its option, either replace or repair the defective Software and/or Data or refund all fees paid for it, as well as any fees paid for maintenance, support and Hosted Services associated with the defective Software and/or Data that were and/or are to be provided after the Delivery Date of the defective Software and/or Data. Notwithstanding the foregoing, ESENSO will not be responsible for (i) any breach of warranty not reported during the warranty period; (ii) any malfunctioning of Software and/or Data that you, an End User, or a third party has modified, misused, or damaged; (iii) any malfunctioning of Software and/or Data caused by hardware or network configuration, (iv) any malfunctioning of Software and/or Data caused by third party software or services, or (v) any malfunctioning of Software and/or Data caused by your failure to incorporate all Updates and/or Upgrades provided to you by ESENSO. This warranty gives you specific legal rights. You may also have other legal rights that vary from state to state and country to country.

9.2 LICENSEE SPECIFICALLY ACKNOWLEDGES THAT FILES CONTAINED IN THE ESENSO DATA SERVICE INCLUDES MALWARE (HARMFUL VIRUSES, TIME BOMBS AND OTHER DISRUPTIVE OR MALICIOUS CODE OR MECHANISMS). LICENSEE EXPRESSLY ASSUMES ALL RISK AND RESPONSIBILITY ASSOCIATED WITH THE POSSESSION, HANDLING AND USE OF MALWARE INCLUDED WITHIN THE DATA SERVICE.

9.3 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9.1, ESENSO, ITS LICENSORS AND LICENSORS’ DISTRIBUTORS DISCLAIM ALL WARRANTIES WITH RESPECT TO ALL ESENSO PRODUCTS AND SERVICES AND ALL THIRD PARTY PRODUCTS OR SERVICES YOU OR END USERS MAY UTILIZE IN CONNECTION WITH ESENSO PRODUCTS AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. IN PARTICULAR, ESENSO DOES NOT REPRESENT THAT THE ESENSO PRODUCTS AND SERVICES ARE ERROR FREE, WILL OPERATE IN AN UNINTERRUPTED MANNER, ARE COMPLETELY SECURE, OR WILL INTEROPERATE WITH THIRD PARTY SOFTWARE OR SERVICES. UNLESS YOU HAVE SUBSCRIBED TO A SERVICES OFFERING THAT GUARANTEES A PARTICULAR LEVEL OF SERVICE AND/OR A FIXED TERM OF SERVICE, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE SUBJECT TO CHANGE OR TERMINATION AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE. THE ESENSO PRODUCTS AND SERVICES ARE NOT DESIGNED OR MANUFACTURED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFTNAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT SYSTEMS, OR WEAPON OR COMBAT SYSTEMS, IN WHICH THEIR FAILURE COULD LEAD DIRECTLY TO PERSONAL INJURY, DEATH, OR PROPERTY OR ENVIRONMENTAL DAMAGE. ESENSO DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USES. ESENSO EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO ANY AND ALL MALWARE INCLUDED WITHIN THE DATA.

EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY.

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW (INCLUDING ANY APPLICABLE CONSUMER PROTECTION LAW OF A FOREIGN JURISDICTION), NEITHER ESENSO NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTROLLED OR CONTROLLING ENTITIES, LICENSORS OR LICENSORS’ DISTRIBUTORS (EACH, A “RELEASED PARTY”), WILL HAVE ANY LIABILITY TO YOU OR ANY END USERS FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOST PROFITS, BUSINESS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC ADVANTAGE, OR LOSS OF PRIVACY) ARISING OUT OF OR RELATED TO THIS EULA, OR THE ESENSO PRODUCTS AND SERVICES, EVEN IF ESENSO OR A RELEASED PARTY HAS BEEN ADVISED OF, OR KNEW OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES. FOR SAKE OF CLARITY, ESENSO EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY AND ALL MALWARE INCLUDED WITHIN THE DATA. TO THE EXTENT THIS EXCLUSION OF LIABILITY IS UNENFORCEABLE, DESPITE THE PARTIES’ EXPRESS AGREEMENT TO IT AS AN ESSENTIAL ELEMENT OF THIS AGREEMENT, ESENSO’ LIABILITY WITH RESPECT TO SUCH MALWARE WILL BE LIMITED AS PROVIDED IN SECTION 10.3.

10.2 NOTWITHSTANDING PARAGRAPH 10.1 ABOVE OR ANYTHING ELSE TO THE CONTRARY SET FORTH IN THIS EULA, IF YOUR CLAIMED DAMAGES ARISE FROM OR RELATE TO ESENSO PRODUCTS AND SERVICES COVERED BY SECTION 6 OF THIS EULA, THEN, TO THE MAXIMUM EXTENT PERMITTED BY LAW (INCLUDING ANY APPLICABLE CONSUMER PROTECTION LAW OF A FOREIGN JURISDICTION), NEITHER ESENSO NOR ANY RELEASED PARTY WILL HAVE ANY LIABILITY TO YOU OR ANY END USERS FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS EULA, THE ESENSO PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT DAMAGES, EVEN IF ESENSO OR A RELEASED PARTY HAS BEEN ADVISED OF, OR KNEW OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES.

10.3 WITHOUT LIMITING THE SCOPE OR EFFECT OF SECTIONS 10.1 OR 10.2 ABOVE, IN NO EVENT WILL ESENSO’ AND THE RELEASED PARTIES’ TOTAL LIABILITY WITH RESPECT TO ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA, THE ESENSO PRODUCTS AND SERVICES (INCLUDING CLAIMS OF NEGLIGENCE AND STRICT LIABILITY) EXCEED THE LOWER OF (i) THE AGGREGATE DIRECT DAMAGES ACTUALLY INCURRED BY YOU AND YOUR END USERS.

10.4 SOME JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS EULA IS UNENFORCEABLE UNDER APPLICABLE LAW, ESENSO’ AND THE RELEASED PARTIES’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

TERM AND TERMINATION. The term of this EULA shall be as set forth in Section 3.2 unless you and ESENSO enter into a new agreement that entirely replaces this EULA or unless ESENSO terminates this EULA as provided herein. Without prejudice to any other rights, ESENSO may terminate this EULA if you fail to comply with its terms and conditions. If ESENSO terminates this EULA, (i) you must immediately stop using the the ESENSO Products and Services and destroy all copies of the Software, Data and all of its component parts (if applicable), and (ii) ESENSO will have no further obligation to provide any Services being provided to you or any End Users as of the termination date. Termination of this Agreement shall not affect rights of your external End Users receiving any Software or Data integrated in or otherwise combined with Licensee’s own products/services prior to the date of termination, provided, however, that ESENSO shall have received payment of any fees owing from Licensee there for. The parties’ respective rights and obligations under Sections 2 (Ownership), 4 (Restrictions), 8 (Limited Warranty and Warranty Disclaimer), 10 (Exclusion of Damages and Limitation of Liability), and Section 12 (General Provisions) will survive the termination of this EULA. The term of any Services offering to which you subscribe will be extended automatically for successive periods equal to the duration of the initial subscription period, and on ESENSO’ standard terms and prices then in effect, unless either party gives notice of cancellation to the other at least sixty (60) days before the subscription expires.
GENERAL PROVISIONS.

12.1 Export Restrictions. You agree to comply with all applicable laws and regulations of governmental bodies and agencies related to use of the ESENSO Products and Services and your performance under this EULA. However your development solution, Software and Data also may be subject to the export, import or other laws of other countries.

12.2 Data Protection. Each party undertakes to comply with its obligations under the relevant EU data protection and privacy legislation including (where applicable) the EU Data Protection Directive (95/46) and equivalent national legislation.

12.3 Waiver. No delay or omission by either party to exercise any right or power arising upon the other party’s nonperformance or breach will impair that right or power or be construed as a waiver of it. Any waiver must be in writing and signed by the waiving party. A waiver on one occasion will not be construed as a waiver of any subsequent event of nonperformance or breach.

12.4 Severability. If any provision of this EULA is declared to be unenforceable for any reason, the remainder of this EULA will continue in full force and effect, and the unenforceable provision will be deemed modified to the extent necessary to comply with the applicable requirements of law, while retaining to the maximum extent permitted by law its intended effect, scope and economic effect.

12.5 Governing Law. The interpretation and performance of this EULA will be governed by the EU laws, but excluding any choice of law principles that would result in the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA.

12.6 Dispute Resolution. Any litigation arising under or related to this EULA will be brought only in the, and county in which ESENSO’ or its successor’s or assign’s principal office. You hereby submit to the personal jurisdiction of these courts and waive all objections to placing venue exclusively before them. The prevailing party in any litigation arising under or related to this EULA, in addition to any other relief granted to it, will be entitled to recover from the losing party its reasonable attorneys’ fees and costs incurred in connection with the litigation.

12.7 Payment and Taxes. You agree to prepay all applicable fees and other charges for Software and Services you acquire online from payment processors. All fees and charges are payable in Euro. Prices are exclusive of all applicable taxes. You agree to pay all taxes (including but not limited to sales, use, excise, and value-added taxes), tariffs, duties, customs fees or similar charges imposed or levied on all Software and Services you acquire (if applicable), with the exception of taxes on ESENSO net income.

12.8 Software, Data and EULA Transfer. Except with respect to the ESENSO Products and Services covered by Section 6, the initial licensee of any ESENSO Products and Services utilized by you on your own Computer or development board may make a onetime, permanent transfer of this EULA and the ESENSO Products and Services directly to an individual or a single entity. The transfer must include all of the Software (including all component parts and Documentation) and this EULA, and it may not occur by way of consignment or any other indirect transfer. The transferee of the one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this Software. You may not otherwise transfer the Software or assign any of your rights or obligations under this EULA.

12.9 Entire Agreement. This EULA and the Order Form(s) incorporated herein set forth the entire agreement between you and ESENSO with respect to the ESENSO’s Products and Services, and supersedes all prior communications, understandings and agreements, as well as the terms and conditions set forth in or on any purchase order, acknowledgement form, check, or any other document or instrument you may issue to ESENSO or transmit in connection with any payment for the ESENSO’s Products and Services.