1. End User License Agreement

End User License Agreement

1. End User License Agreement.

THE FALCON DEPLOY SOFTWARE (the “Software“) is licensed to you (“you” and/or “Licensee“) Your license to use the Software is subject to your prior and ongoing acceptance of this End User License Agreement (“EULA“). El Deot Technologies, LLC, dba Falcon Deploy (collectively the “Licensor“), reserves all rights in and to the Software not expressly granted to you under this EULA.

2. Scope.

2.1 Licensor grants to you a limited, nontransferable license to use the Falcon Deploy Software, subject to this EULA. 

2.2 The terms of this EULA, and all updates to this EULA, as the case may be, shall govern the Software, solutions, and/or services provided by Licensor, as well as any content, materials, and/or services accessible from and/or purchased from Licensor, including all updates and/or upgrades provided by Licensor that replace and/or supplement Software, solutions, and/or services provided by Licensor, unless such upgrade is accompanied by a custom EULA which specifically states otherwise. 

2.3 In addition to the Software, it is possible that Licensee shall request and/or receive additional solutions and/or services (including but not limited to customizations and/or installation at additional cost) from the Licensor all of which shall also be governed by this EULA.

2.4 Except as provided in this EULA, you may not transfer, redistribute and/or sublicense the Software, solutions, and/or services provided by Licensor. You may only use this Software for yourself as described herein, and only if all subscription costs have been paid to Licensor. 

2.5 You may not copy, reverse-engineer, disassemble, attempt to derive the source code of, modify, and/or create derivative works of the Software, any updates, and/or any part thereof.

2.6 Your rights to use the Software, solutions, and/or services provided by Licensor shall terminate if you do not maintain an active subscription, if you do not pay all fees as and when invoiced, if you or any of your Responsible Parties (defined at §7.5 herein) breach and/or threaten to breach any of the terms of this EULA, and/or if you use and/or attempt to use more users than your subscription plan designates.

2.7 If you choose to terminate your use of the Software, solutions, and/or services provided by Licensor, you will need to log into your account and cancel your subscription. Should you have any issues whatsoever, please email Licensor at Sales@f-d.io.

2.8 There are three (3) subscription plans:

2.8.1 Small Business, which subscriptions must occur online;

2.8.2 Enterprise, which subscriptions must occur online;

2.8.3 Large Enterprise and/or any custom plan, which you should contact Licensor directly at Sales@f-d.io, to determine the price per user.

2.9 There is a 14-day initial trial for the plans, after which you become responsible for the monthly subscription fee. You may have only one initial trial.

2.10 Licensor, at this time, uses Stripe™ for all payment processing, and by using any of the Software, solutions, and/or services provided by Licensor, you agree to abide by all Stripe™ (and/or Licensor’s current payment processor’s) terms and conditions.

2.11 From time to time, we may update our EULA and its terms. To notify you of such updates, we will send you an email. Your continued use of the Software, solutions, and/or services provided by Licensor is acceptance of those updates of the EULA.

2.12 Any breach by you of any part of this Section 2 is a Material Breach of this EULA.

3. Data Collection.

Licensor does not collect personal, health, and/or financial data. You agree that Licensor may collect and/or use technical data and related information—including but not limited to technical information about your device, system, application software, and/or peripherals—that is gathered periodically to facilitate improved services, the provision of software updates, product support, billing, and/or other services to you (if any) related to the Software, solutions, and/or services provided by Licensor. Licensor may use this information at any time whatsoever, so long as it is in a form that does not personally identify you, to improve its products and/or to provide services and/or technologies to you.

4. Termination.

Your rights to use the Software, solutions, and/or services provided by Licensor shall remain effective until terminated by you and/or Licensor for any reason whatsoever (the “Term”). Your rights under this EULA shall terminate automatically if you (and/or any of your agents and/or users) engage, and/or in any way threaten to engage, in any Material Breach of this EULA, and/or if you fail to comply with any of the EULA’s terms, and/or threaten to not comply with any of its terms; however, Licensor’s rights shall continue upon termination of this EULA and/or the Term for any reason whatsoever and all of your obligations and liability (and all of the obligations and liability of your Responsible Parties), as set forth in this EULA shall continue upon termination. Any termination, including whether by you and/or by Licensor, shall terminate all of your rights (and to the extent any rights exist, shall terminate the rights of your Responsible Parties) in and to use the Software, as well as any solutions and/or services provided by Licensor.

5. Third-Party Services.

5.1 The Software may be compatible with certain third-party software services, Oracle Database, Oracle Client, and Java, and in order to operate the Software, you must have a valid license and valid operating version of each of these third-party software services. Further, you hereby agree to maintain your systems to at least minimum system requirements to ensure that the Software and all third-party software perform optimally and together

5.2 You hereby agree to use any third-party software and/or services, whether in combination with the Software, solutions, and/or services provided by Licensor at your sole responsibility and/or risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party software and/or services, and Licensor shall not be liable for any such third-party software and/or services, or how they work and/or integrate with the Software.

5.3 You hereby agree to not use the Software, solutions, and/or services provided by Licensor in any manner that is inconsistent with the terms of this EULA and/or that infringes the intellectual property rights of Licensor and/or any third party.

5.4 You hereby agree not to use the Software, solutions, and/or services provided by Licensor to engage in any illegal activity whatsoever and/or to harass, abuse, stalk, threaten, and/or defame any person or entity, and, further, you hereby also agree that Licensor is not responsible for any such use, and that you, solely, shall be liable and responsible for your use of the Software, solutions, and/or services provided by Licensor; and the use by your Responsible Parties.

5.5 To the extent you choose to use the Software, solutions, and/or services provided by Licensor and/or third-party software and/or services, you are solely responsible for compliance with any applicable laws.

5.6 You hereby agree that Licensor shall not be liable for Licensee’s use of any third-party software, solutions, and/or services, the performance of any third-party software, solutions, and/or services, and/or the performance of the Software, solutions, and/or services provided by Licensor in any combination with any third-party software and/or services.

5.7 From time to time, you hereby agree that information from the use of the Software, solutions, and/or services provided by Licensor may be provided to Licensor, and that such information may include user count.

5.8 Licensor reserves the right to change, add, suspend, remove, disable and/or impose access restrictions or limits on the Software, solutions, and/or services provided by Licensor and/or of any third-party software and/or services at any time without notice and/or liability to you.

5.9 Any breach by you of any part of Section 5 is a Material Breach of this EULA.

6. No Reverse Engineering.

During the term of this Agreement:

6.1 You shall:

6.1.1 Adopt and enforce such reasonable internal policies, procedures, and monitoring mechanisms as are reasonably necessary to ensure that the Software, solutions, and/or services provided by Licensor is used lawfully and only in accordance with the terms of this Agreement including, without limitation, for the proper user count;

6.1.2 Take absolutely all steps reasonably necessary to ensure that no person or entity may have unauthorized access to the Software, solutions, and/or services provided by Licensor and/or make any use not specifically provided for by this Agreement;

6.1.3 Police and report to Licensor any unusual events whatsoever pertaining to, and/or suspicious use whatsoever of the Software, solutions, and/or services provided by Licensor and/or your login credentials;

6.1.4 Have an adequate backup solution specifically to protect all of your data and systems;

6.1.5 Have clean data;

6.1.6 Maintain an active credit card for billing;

6.1.7 Pay all subscription fees as invoiced by Licensor (even if any of the Software, solutions, and/or services are terminated for any reason whatsoever) and, make all payments on the payment date due; and

6.1.8 Maintain your systems at requirements to ensure that the Software, solutions, and/or services provided by Licensor and all third-party software, solutions, and/or services perform optimally. You should consult the documentation to ensure that your system meets all requirements for optimal performance of the Software.

6.2 You shall not (nor shall you allow anyone else to):

6.2.1 Assign, sublicense, lease, share, convey, encumber and/or otherwise transfer or attempt to transfer the Software, solutions, and/or services, or any portion thereof;

6.2.2 Update, delete, and/or modify any update to the Software, solutions, and/or services provided by Licensor database’s metadata;

6.2.3 Permit any other person, system and/or third party to use or have access to the Software, solutions, and/or services provided by Licensor whether by timesharing, networking (except as expressly permitted hereunder) and/or any other means;

6.2.4 Modify, translate, reverse engineer, decompile, and/or disassemble the Software, solutions, and/or services provided by Licensor;

6.2.5 Possess, review, or use the Software, solutions, and/or services provided by Licensor or any portion thereof, other than in machine-readable object code;

6.2.6 Make any copies of the Software, solutions, and/or services provided by Licensor; 

6.2.7 Remove any copyright, trademark, patent, confidentiality, or other proprietary notices from the Software, solutions, and/or services provided by Licensor, its display, and/or or any portion thereof;

6.2.8 Make any use of the Software, solutions, and/or services provided by Licensor not specifically and clearly permitted in writing by Licensor;

6.2.9 Modify the currently existing EULA;

6.2.10 Create any derivative work of the Software, solutions, and/or services provided by Licensor not specifically and clearly permitted in writing by Licensor;

6.2.11 Engage in any actions and/or activities which challenge and/or potentially challenge the Licensor’s ownership interests and/or rights in the Software, solutions, and/or services provided by Licensor; and/or

6.2.12 Allow anyone to use the Software, solutions, and/or services provided by Licensor who is not an authorized user and/or without paying the agreed amount to Licensor for that use.

6.3 Any use that is in violation of any section and/or subsection of this Section 6 is an unauthorized use of the Software, solutions, and/or services provided by Licensor, and subjects you to termination of this Software, solutions, and/or services provided by Licensor with no refund, at Licensor’s sole discretion, and may also subject you to criminal, statutory, and/or other damages and shall also subject you to the damages set forth at Section 21. At any time upon termination, your data may be lost, with no liability on Licensor for such loss.

6.4 Any breach of any part and/or subsection of Section 6 by you is a Material Breach of this EULA.

7. Copyright Ownership.

7.1 You acknowledge and agree that you have no rights, title, and/or interest whatsoever in the Software, solutions, and/or services provided by Licensor and/or any of its derivative works whatsoever, and that all intellectual property (and interests) in the Software, solutions, and/or services provided by Licensor is the sole property of the Licensor. The entirety of the License to you is described in this Agreement, and is limited and revocable at any time by the Licensor for any reason and/or no reason at all.

7.2 You further acknowledge that the intellectual property in the Software, solutions, and/or services provided by Licensor is trade secret and constitutes the confidential information of Licensor, whether or not any portion thereof is or may be the subject of a valid copyright and/or patent.

7.3 You shall maintain all intellectual property contained in the Software, solutions, and/or services provided by Licensor or any portion thereof in strict confidence and shall not publish, communicate, and/or disclose, or permit to be published, communicated or disclosed, to third parties, such intellectual property without Licensor’s prior written consent. You also agree that you shall only use the Software, solutions, and/or services provided by Licensor (and the intellectual property contained therein) for the purpose of database change (SQL/PLSQL) deployments, and deployment-related activities in your infrastructure, and solely for the users for whom you have paid, and you hereby agree that all other use is an unauthorized use.

7.4 You hereby agree to take all possible steps to ensure that persons having access to the Software, solutions, and/or services provided by Licensor shall refrain from any unauthorized reproduction or disclosure of the Software solutions, and/or services provided by Licensor or any portion thereof.

7.5 You hereby accept all responsibility and/or liability whatsoever, including but not limited to copyrights, for all of your users, end users, employee, contractors, members, managers, officers, directors, assignors, acquirors, and/or designee collectively, (“your Responsible Parties”) who use the Software, solutions, and/or any services provided by Licensor, as it is your duty to police use of such Software, solutions, and/or any services provided to you by Licensor.

7.6 The Software shall contain the Licensor’s name and trademark, prominently displayed, and shall identify Licensor as the copyright and/or other owner to the extent that any version supplied by Licensor contains and/or displays such name and marks, and you shall not remove Licensor’s name and trademark from the Software and/or solutions.

7.7 An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting and/or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.

7.8 Any breach of any part and/or subsection of Section 7 by you (except for Section 7.6) is a Material Breach of this EULA.

8. Revocation.

Any unauthorized use and/or Material Breach by you and/or your Responsible Parties may result in your being criminally prosecuted, a revocation by Licensor of the Software solutions, and/or services provided by Licensor, and/or termination of this Agreement, along with the remedies set forth at Section 21.2, including but not limited: to payment by you to Licensor of all amounts owed by your and/or the Responsible Parties, all amounts as invoiced, interest of 1.5% per month on amounts owed to Licensor, and any and all costs of litigation, including but not limited to attorneys fees, statutory penalties, royalties, lost profits, compensatory damages, general damages, punitive damages and a payment to Licensor of 2.5x the amount you should have paid for any unauthorized users in Licensor’s discretion, with no further duties owed by Licensor to you and/or your Responsible Parties

9. Warranty.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE, SOLUTIONS, AND/OR SERVICES PROVIDED BY LICENSOR IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, SOLUTIONS, AND/OR SERVICES PROVIDED BY LICENSOR ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS WITH RESPECT TO THE SOFTWARE, SOLUTIONS, AND/OR ANY SERVICES PROVIDED BY LICENSOR, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF COMPATABILITY, OF ACCURACY, OF QUIET ENJOYMENT, AND/OR OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE, SOLUTIONS AND/OR SERVICESBE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, AND/OR CORRECTION.

10. Limitation of Liability; Restriction Multi-Party Litigation.

10.1 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR DIRECT, INDIRECT, LOST PROFITS, PERSONAL INJURY AND/OR ANY INCIDENTAL, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, AND/OR ANY OTHER COMMERCIAL AND/OR PERSONAL DAMAGES AND/OR LOSSES OF ANY KIND WHATSOEVER, ARISING OUT OF AND/OR RELATED TO YOUR USE OF AND/OR INABILITY TO USE THE SOFTWARE, SOLUTIONS, AND/OR SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, AND/OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE, SOLUTIONS, AND/OR SERVICES PROVIDED BY LICENSOR IN GENERAL, ARE NOT ERROR-FREE AND YOU HEREBY FURTHER AGREE THAT THE EXISTENCE OF ANY ERRORS IN THE SOFTWARE, SOLUTIONS, AND/OR SERVICES PROVIDED BY LICENSOR SHALL NOT CONSTITUTE A BREACH OF THIS EULA BY LICENSOR NOR CREATE ANY DUTY IN LICENSOR. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU AND YOUR RESPONSIBLE PARTIES, FOR ANY AND ALL DAMAGES WHATSOEVER ARISING FROM ANYTHING, INCLUDING BUT NOT LIMITED TO THE SOFTWARE, SOLUTIONS, AND/OR SERVICES PROVIDED BY LICENSOR EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2 YOU HEREBY AGREE NOT TO BRING ANY LITIGATION AND/OR LEGAL ACTION MORE THAN ONE (1) YEAR FROM THE COMPLAINED OF ACT. YOU HEREBY AGREE TO NOT ENGAGE IN ANY MULTI-PARTY AND/OR CLASS ACTION LITIGATION AGAINST LICENSOR AND/OR PERTAINING TO THE SOFTWARE, SOLUTIONS, AND/OR SERVICES PROVIDED BY LICENSOR.

11. Choice of Law.

11.1 This Agreement shall be interpreted in accordance with the laws of the State of Georgia, without resort to its choice of law provisions, and the Courts of Forsyth County, Georgia shall have exclusive jurisdiction for purposes of all legal, injunctive, and/or equitable relief. You hereby waive any and all objections to such venue, jurisdiction, and choice of law.

11.2 You hereby agree, as your good faith mediation, to mediate all claims in Forsyth County, at least thirty (30) days before commencing litigation in Forsyth County, and that you shall provide, as your good faith mediation, all claims, defenses, witnesses, in a list signed by you, along with copies of all evidence at the beginning of the mediation or you shall be barred from the use of such omitted claims, defenses, witnesses, and/or evidence at trial, as the case may be.

11.3 You recognize that Licensor may be irreparably harmed in the event of your breach and/or threatened breach of any intellectual property rights in the Software, solutions, and/or services provided by Licensor, and that, notwithstanding anything contained herein to the contrary, you hereby agree that Licensor may commence an action in any court of competent jurisdiction, to obtain equitable and/or other relief to prevent such breach and/or threatened breach at any time.

11.4 You hereby agree to pay to Licensor all attorneys’ fees, expert fees, copy costs, and all costs of litigation, arbitration, dispute and/or mediation whatsoever for any such litigation, arbitration, dispute, and/or mediation in which Licensor prevails and/or for any claims and/or causes of action therein upon which Licensor prevails.

11.5 You agree to not disparage Licensor and/or the Software, solutions, and/or services provided by Licensor during your use of the Software solutions, and/or services provided by Licensor and for three (3) years after termination of this EULA for any reason whatsoever.

12. Export Limitations.

You may not use or otherwise export or re-export the Software, solutions, and/or services provided by Licensor except as authorized by United States law and the laws of the jurisdiction in which the Software, solutions, and/or services provided by Licensor was obtained. In particular, but without limitation, the Software, solutions, and/or services provided by Licensor may not be exported or re-exported (a) into any U.S.-embargoed countries and/or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List and/or (c) to anyone on the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, solutions, and/or services provided by Licensor, you represent and warrant that you are not located in any such country or on any such list. You also hereby agree that you shall not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, and/or production of nuclear, missile, or chemical, and/or biological weapons.

13. Updates.

13.1 You agree that from time to time, Licensor may offer updates, and that you shall accept such updates when offered by Licensor. From time to time, if there are applicable updates, Licensor may notify you by your email last provided at login that updates are available.

13.2 Your failure to adopt and/or accept an update from Licensor shall mean that the version of the Software, solutions, and/or services provided by Licensor that you use shall possibly no longer be supported by Licensor, and your data could be permanently lost and/or damaged, and you hereby accept the risk.

13.3 If you discover a material error in the functionality of anything provided by Licensor which substantially affects your use of anything provided by Licensor, and you immediately notify Licensor pursuant to Section 20, Licensor may (but is not required to, and shall not be liable for a failure to) use reasonable efforts to correct such error by patch and/or other such correction.

13.4 From time to time, Licensor shall incorporate various policies including but not limited to privacy policies and cookie policies and Licensor shall maintain these policies on the Falcon Deploy website and from time to time amend these policies. Licensor may also email you any changes to these policies, and your continued use of the Software, solutions, and/or services provided by Licensor is your acceptance of these policies and their changes.

14. Survival.

Upon any Material Breach by you, your agents and/or your users, and/or upon termination of the Software, solutions, and/or services provided by Licensor and/or this EULA for any reason whatsoever, all obligations of Licensor shall be terminated; however, you hereby agree that Licensor may continue to enforce the following Sections of this Agreement against you, and your Responsible Parties and you hereby agree that your duties and/or responsibilities and the duties and/or responsibilities of your Responsible Parties described in this EULA shall not cease and further, you hereby agree to be subject to your duties and liabilities described in and arising from the following Sections: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22.

15. No Waiver.

Any breach by you and/or any of your Responsible Parties of any provision, section, and/or subsection of this EULA is a Material Breach. Licensor may enforce any and all remedies at any time. Upon learning of a Material Breach and/or a threat of a Material Breach, Licensor may immediately terminate the Software, services, and/or solutions provided by Licensor (and/or this EULA) at any time, with Licensor having no further duty to you and/or any obligation relating to, and/or arising from, the Software, solutions, and/or services provided by Licensor and/or the EULA at any time. Your refusal to pay any invoice and/or accept any update is a Material Breach of this EULA. Licensor shall not waive any of its rights, powers, and/or remedies hereunder including any remedies arising from Material Breach by you and/or any other person, unless such waiver is in writing and signed by Licensor. No delay or omission by Licensor in exercising any of said rights, powers and/or remedies shall operate as a waiver thereof. Nor shall a waiver signed by Licensor of any breach of any provision, section, and/or subsection of this EULA and/or any of the covenants, conditions, and/or agreements binding on you on one occasion be construed as a waiver and/or consent to such breach on any future occasion and/or a waiver of any other covenant, condition, or agreement herein contained. You hereby agree that you and/or your Responsible Parties may be subject to criminal and/or civil penalties for any improper use of the Software, solutions, and/or services provided by Licensor and/or any Material Breach of this EULA, and that you and/or your Responsible Parties shall be subject to any and all court costs and litigation costs of any kind payable to Licensor whatsoever, including but not limited to attorneys’ fees, and you and your Responsible Parties shall be liable for all appropriate damages of any kind payable to Licensor, including but not limited to statutory penalties, lost profits, compensatory damages, general damages, punitive damages, and a payment to Licensor of 2.5x the amount you should have paid to Licensor for any unauthorized users as well as all owed royalties, along with all damages described at Section 21.

16. Binding Effect.

This Agreement and all of the terms, provisions and/or conditions hereof shall be binding upon and inure to the benefit of Licensor and their respective successors and permitted assigns.

17. Unenforceability.

The Parties hereby agree that in the event a Court of competent jurisdiction finds any part of this EULA unenforceable, said Court shall eliminate the unenforceable portion, and enforce the remainder as closely to the Parties’ original intent as possible.

18. Assignment.

You may not permit more users than set forth at Section 2.7, or you shall be in Material Breach. You may not assign this License, but Licensor may assign this License without Notice.

19. Amendment.

From time to time, technology, capabilities, and/or the law changes. For these reasons and others, you hereby agree to receive, and to be bound by, updates to this EULA. You agree to be subject to updates, from time to time, of this EULA, which will be maintained on the Falcon Deploy website and the EULA in existence at such time shall govern your use of the Software, solutions, and/or services provided by Licensor and shall be your agreement with the Licensor. Any objection by you to any existing and/or new EULA shall be a Material Breach of this Agreement, and shall mean that your rights to use the Software, solutions, and/or services provided by Licensor, shall terminate at such time as the billing cycle ends.

20. Notice.

Any notice (“Notice“) required to be given to Licensor under this Agreement (and any objection to any EULA) shall be in writing and delivered by U.S. Mail, First Class Certified, return receipt required; and/or via FedEx, signature required to: El Deot Technologies, LLC, c/o Registered Agent Inc. 300 Colonial Center Parkway, Suite 300 N, Roswell, Georgia 30076. Licensor may provide Notice to you and any documentation whatsoever, and/or change the address for Notice (and/or amend this EULA) by sending you an email at the email address you provided to Licensor.

21. Payment.

21.1 Any failure by Licensee to pay amounts set forth in Section 2.7 and/or as invoiced shall be a Material Breach by Licensee. In the event of a Material Breach by you and/or any of your agents and/or users, you shall have no further rights to use the Software, solutions, and/or services provided by Licensor but you and your Responsible Parties shall continue to be bound by the restrictions and obligations of this EULA, as further described at Section 14,

21.2 In this EULA, in the event of a Material Breach by you and/or any of your agents and/or users, you shall be liable for all amounts invoiced by Licensor, plus interest at one and one half percent (1.5%) per month, and any and all court costs and litigation costs of any kind payable to Licensor whatsoever, including but not limited to attorneys’ fees as well as appropriate damages of any kind payable to Licensor whatsoever, including but not limited to statutory penalties, lost profits, compensatory damages, general damages, and/or punitive damages, and a payment to Licensor of 2.5x the amount you should have paid for any unauthorized users as well as allowed royalties. In the event of a Material Breach involving more users than subscribed and/or paid for, and/or other infringement by you and/or any of your Responsible Parties, and/or any misuse of the Software, solutions, and/or services provided by Licensor, and/or any Material Breach of this EULA by you and/or your Responsible Parties whatsoever, you hereby agree that shall pay to Licensor not less than two and a half times (2.5x) the amount that your should have paid for such use and/or users, as well as any and all statutory penalties, all damages of any kind whatsoever, including but not limited to compensatory, general, and/or punitive damages, all outstanding invoices, interest of one and one half percent (1.5%) per month, and any and all court costs and litigation costs whatsoever, including but not limited to attorneys’ fees.

22. Entire Agreement.

This EULA, together with its most recent updates, as the case may be, constitutes the entire agreement between you and Licensor with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between you and Licensor hereto with respect to the subject matter hereof.