KURRENT ENTERPRISE MASTER AGREEMENT

Terms and Conditions

These Enterprise Master Agreement Terms and Conditions (these “Terms and Conditions”) are entered into by and between Event Store Limited, a limited company registered in England & Wales under number 11389094 with its registered office at Unit 5, Paulton House, Old Mills, Paulton, Bristol BS39 7SX, and doing business as Kurrent Limited (“Kurrent”), and the counterparty identified as the customer in the applicable Order Form (“Customer”).  These Terms and Conditions, together with all Order Forms (as defined below) and the applicable Addendum(s), constitute this “Agreement”.  If you are accepting these Terms and Conditions or an Order Form on behalf of your employer or another entity (which will be deemed to be the case if you sign up for a Kurrent Product using an email address from your employer or such entity), then the “Customer” under this Agreement will be such employer or other entity, and you represent and warrant that (a) you have read and understand this Agreement, (b) you have full legal authority to bind your employer or such entity to this Agreement and (c) you agree to this Agreement on behalf of your employer or such entity.

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

“Addendum” means an addendum to this Agreement that sets forth additional terms and conditions that are specific to the Cloud Services, Services or Licensed Software. Each Addendum is located at https://www.kurrent.io/terms/agreements.

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists.  For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.  However, “Confidential Information” will not include any information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Materials” means any data, content or materials that Customer (including its Users) submits to the Cloud Services or provides in connection with Services.

“Documentation” means Kurrent’s then-current standard usage documentation for the applicable Kurrent Product.

“Effective Date” means the date of the initial Order Form entered into between Customer and Kurrent.

“Enterprise Features” means features and functions of software made available by Kurrent that are eligible for use as part of an enterprise subscription license purchased by Customer pursuant to an Order Form and enabled via a valid license key provided by Kurrent to Customer.

“Kurrent Products” means (a) online software-as-a-service offerings provided by Kurrent (“Cloud Services”), and (b) software that is provided by Kurrent to Customer for installation and use on Customer’s premises or private cloud, including Enterprise Features (“Licensed Software”), in each case as set forth in the applicable Order Form.

“Order Form” means an ordering document, statement of work or online order entered into between Customer and Kurrent, or online ordering flow completed by Customer, in each case that sets forth the applicable Kurrent Product subscription or Services that Customer is purchasing, pricing therefor, applicable metrics (e.g., permitted number or amount of cores, nodes, RAM, Users, etc.) and, if applicable, subscription term, and that references these Terms and Conditions.

“Services” means (a) consulting and other professional services for Kurrent Products or other software (“Professional Services”), and (b) services for the delivery of live and/or self-paced training, certifications, sample code, tutorials, how-to guides, and related documentation designed to support Users in effectively utilizing Kurrent Products or other software (“Education Services”), in each case as set forth in the applicable Order Form.

“Services Deliverable” means any code or other deliverables furnished by or on behalf of Kurrent to Customer as a result of Services or technical support provided for any Kurrent Product.

“Third Party Platform” means any product, add-on or platform not provided by Kurrent that Customer elects to use with a Kurrent Product.

“User” means Customer’s employees and contractors (solely for purposes of providing services to Customer, and excluding competitors of Kurrent) that Customer allows to use its accounts for a Kurrent Product.

2. Kurrent Products and Services

2. 1 Kurrent Products and Support.  

(a)  Subject to this Agreement, Kurrent will make the Kurrent Products available to Customer pursuant to this Agreement and the applicable Order Form during the applicable subscription term, and hereby grants Customer a non-exclusive right to access and use the Kurrent Products for its internal business purposes during the applicable subscription term. Customer may permit Users to use the Kurrent Products on its behalf. Customer is responsible for provisioning and managing its User accounts, its Users’ actions through the Kurrent Products and their compliance with this Agreement. 

(b)  Kurrent will use commercially reasonable efforts to provide technical support for the Kurrent Products as set forth in the Kurrent Support Policy located at https://www.kurrent.io/terms/support-policy, as such Kurrent Support Services Policy may be updated by Kurrent from time to time in a manner that does not materially reduce the level of support provided thereunder during the applicable subscription term.  

2.2 Customer Responsibilities.

(a)  Customer acknowledges that Kurrent’s provision of the Kurrent Products and Services is dependent on Customer providing all reasonably required cooperation and Customer will provide all such cooperation in a diligent and timely manner.  As between the parties, Customer is solely responsible for: (i) all technical and organizational measures related to the security and integrity of the Customer’s computing environment maintained  and controlled by Customer into which Customer may deploy certain elements of the Kurrent Products (“Customer Environment”); (ii) obtaining and maintaining any equipment, software and ancillary services for the Customer Environment needed to connect to, access or otherwise use the Kurrent Products, including as set forth in the Documentation, and (iii) securing and backing up Customer Materials stored and processed by Customer within the Customer Environment.  Customer expressly assumes the risks associated with the foregoing responsibilities. Kurrent is not responsible for and has no liability whatsoever with regard to: (1) the Customer Environment; or (2) any loss, destruction, alteration, or corruption of Customer Materials stored within the Customer Environment.  Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Kurrent Products and notify Kurrent promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of any Kurrent Product.

(b)  The Kurrent Products are not designed or developed for use in high-risk, hazardous environments requiring fail-safe performance, including in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of the Kurrent Product could lead to severe physical or environmental damages (“High Risk Activities”). Customer will not use the Kurrent Products for High Risk Activities.

2.3 No-Charge Products/Services.  Kurrent may offer certain Kurrent Products or Services at no charge, including free accounts, trial use and pre-release, alpha or beta versions or features, and virtual private cloud environments and sample data for use with any of the foregoing (collectively, “No-Charge Products/Services”).  Customer’s use of No-Charge Products/Services is subject to any additional terms that Kurrent may specify.  Except as otherwise set forth in this Section, these Terms and Conditions apply to No-Charge Products/Services.  Kurrent may modify or terminate Customer’s right to use No-Charge Products/Services at any time.  NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KURRENT DISCLAIMS ALL OBLIGATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO NO-CHARGE PRODUCTS/SERVICES, INCLUDING ANY SUPPORT, SERVICE LEVEL OR INDEMNITY OBLIGATIONS, AND KURRENT’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF NO-CHARGE PRODUCTS/SERVICES WILL BE US$100.

2.4 Affiliates.  Any Affiliate of Customer will have the right to enter into an Order Form and this Agreement will apply to each such Order Form.  With respect to any such Order Form, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate.  Each Order Form is a separate obligation of the Customer entity that enters into such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

3. Fees

3.1 Fees. Customer will pay Kurrent the fees set forth in the applicable Order Form. Customer will pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”), unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified.  Except as otherwise specified herein or in such Order Form, payment obligations are non-cancelable, and fees paid are non-refundable.  If Customer disputes an invoice in good faith, it will notify Kurrent within the Payment Period and the parties will seek to resolve the dispute as soon as reasonably practicable.  Kurrent may provide Customer with written notice of a change or increase in pricing for such Order Form at least sixty (60) days prior to the end of the then-current subscription term, and such modified pricing will become effective thereafter at the time of the renewal.

3.2 Late Payment.  Kurrent may suspend use of the Kurrent Product or any Services immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. If Kurrent has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Kurrent. 

3.3 Taxes.  All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Kurrent. Customer will not withhold any taxes from any amounts due to Kurrent.

3.4 Kurrent Partners.  Pursuant to a separate agreement between Customer and an authorized reseller, distributor or other partner of Kurrent (“Kurrent Partner”), and such agreement, together with the applicable ordering document between Customer and such Kurrent Partner (“Partner Agreement”), Customer may procure from such Kurrent Partner subscriptions to certain Kurrent Products and/or access to certain Services to be provided by Kurrent. In such event, this Agreement specifies the terms and conditions under which such Kurrent Products and/or Services will be provided by Kurrent, apart from price, payment and other terms specified in such separate Partner Agreement. Notwithstanding anything to the contrary in this Agreement, if Customer acquires a subscription to a Kurrent Product and/or obtains any Services through a Kurrent Partner, then: (a) Customer shall pay the Kurrent Partner all applicable fees in accordance with the Partner Agreement; (b) the Partner Agreement is between Customer and the Kurrent Partner and is not binding on Kurrent, and any disputes related to the Partner Agreement shall be handled directly between Customer and the Kurrent Partner; and (c) any claims for refunds hereunder, shall be submitted by Customer to the Kurrent Partner. In the event of any conflict between this Agreement and a Partner Agreement, this Agreement shall govern as between Kurrent and Customer.

4. Proprietary Rights

4.1 Proprietary Rights.  As between the parties, Kurrent exclusively owns all right, title and interest in and to the Kurrent Products, Services Deliverables, System Data and Kurrent’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Materials and Customer’s Confidential Information.  “System Data” means data (including telemetry data) collected by Kurrent regarding any Kurrent Product or other Kurrent software that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Kurrent Product.  If applicable, information about the telemetry data collected by Kurrent (including how to opt out of the collection of such telemetry data) is located in the applicable Documentation (versions 23.10 and above).

 Feedback.  Customer may from time to time provide Kurrent suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to any Kurrent Product, other Kurrent software or Service.  Kurrent will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality.  Kurrent will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.  All Feedback is provided “AS IS” and Kurrent will not publicly identify Customer as the source of Feedback without Customer’s permission.

5. Confidentiality; Restrictions

5.1 Confidentiality.  Each receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with the provisions of this Agreement and it will not disclose the same to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder.  However, the receiving party may disclose such Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).  Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.

5.2 Technology Restrictions.  Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying any Kurrent Product or Services Deliverable; (b) attempt to probe, scan or test the vulnerability of any Kurrent Product or Services Deliverable, breach the security or authentication measures of any Kurrent Product or Services Deliverable without proper authorization or willfully render any part of the Kurrent Products unusable; (c) use or access any Kurrent Product or Services Deliverable to develop or provide a product or service that is competitive with Kurrent’s products or services or engage in competitive analysis or benchmarking; (d) remove, alter or obscure any proprietary notices in any Kurrent Product or Services Deliverable, (e) transfer, distribute, share, resell, lease, license, or assign any Kurrent Product or Services Deliverable or otherwise offer or provide to any third party any Kurrent Product or Services Deliverable; or (f) otherwise use any Kurrent Product or Services Deliverable in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.  Any license keys provided by Kurrent to Customer are personal to Customer and are the Confidential Information of Kurrent, and Customer will not distribute any license keys to any third party.  The restrictions in this Section 5.2 are referenced herein as the “Technology Restrictions”.

6. Warranties and Disclaimers

6.1 Mutual.  Each party warrants that it has the legal power and authority to enter into this Agreement.

6.2 Kurrent.  Kurrent warrants that the Kurrent Products will perform materially as described in the applicable Documentation and Kurrent will not materially decrease the overall functionality of the Kurrent Products during the applicable subscription term (the “Performance Warranty”).  Kurrent will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Kurrent fails to do so within 30 days after Customer's warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Kurrent Product, in which case Kurrent will provide Customer a pro rata refund of any prepaid subscription or license (as applicable) fees corresponding to the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of warranty in reasonable detail within 30 days after discovering the issue in the Kurrent Product. These procedures are Customer’s exclusive remedies and Kurrent’s sole liability for breach of the Performance Warranty.

6.3 Customer.  Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Kurrent to use the same as contemplated hereunder.

6.4 DISCLAIMERS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  KURRENT IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS.

7. Indemnification

7.1 Indemnity by Kurrent.  Kurrent will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of a Kurrent Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Kurrent) in connection with any such Claim (the “IP Indemnity”); provided that (a) Customer will promptly notify Kurrent of such Claim, (b) Kurrent will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Kurrent may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Kurrent in connection therewith.  If the use of the Kurrent Product by Customer has become, or in Kurrent’s opinion is likely to become, the subject of any claim of infringement, Kurrent may at its option and expense (i) procure for Customer the right to continue using and receiving the Kurrent Product as set forth hereunder; (ii) replace or modify the Kurrent Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate Customer’s right to use such Kurrent Product and provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term for such Kurrent Product.  Kurrent will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of a Kurrent Product by Customer not in accordance with this Agreement; (C) modification of a Kurrent Product by or on behalf of Customer; (D) Customer Materials, (E) the combination, operation or use of a Kurrent Product with other products or services where the Kurrent Product would not by itself be infringing, or (F) with respect to Licensed Software, any failure by Customer to use a non-infringing workaround or modification that does not materially adversely affect the functionality or availability of the Licensed Software (clauses (A) through (F), “Excluded Claims”).  This Section states Kurrent’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

7.2 Indemnification by Customer.  Customer will defend Kurrent against any Claim made or brought against Kurrent by a third party arising out of any Excluded Claims, and Customer will indemnify Kurrent for any damages finally awarded against Kurrent (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Kurrent will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Kurrent’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Kurrent of all liability) and (c) Kurrent reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT, BREACH OF ANY TECHNOLOGY RESTRICTIONS, OR INDEMNIFICATION OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS OR INTERRUPTION OF BUSINESS, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. 

9. Termination

9.1 Term.  The term of this Agreement will commence on the date of the initial Order Form and continue until terminated as set forth below.  The initial term of each Order Form will begin on the start date indicated in such Order Form and will continue for the term set forth therein.  Except as set forth in such Order Form, for any Order Form that includes one or more subscriptions to any Kurrent Product, the term of such Order Form with respect to such subscription(s) will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.  

9.2 Termination.  Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect.  Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. 

9.3 Survival.  Upon expiration or termination of this Agreement (a) all rights and obligations will immediately terminate, except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to proprietary rights and confidentiality, Technology Restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below, (b) Customer must immediately delete any associated license keys provided by Kurrent and cease any use of such keys, and (c) each receiving party will return or destroy, at the disclosing party’s option, any Confidential Information of such disclosing party in the receiving party’s possession or control. 

10. General

10.1 Anti-Corruption. Customer will comply with Kurrent’s anti-bribery policies, and all applicable anti-corruption and anti-bribery laws, regulations and codes, including, without limitation, the Foreign Corrupt Practices Act of the United States, the UK’s Bribery Act 2010, the OECD Convention on Combating Bribery in International Business Transactions, and similar multilateral anti-bribery agreements (collectively, the “Anti-Bribery Requirements”). Customer must, if requested, provide Kurrent with any reasonable assistance, at Customer’s cost, to enable Kurrent to perform any activity required by any governmental or regulatory authority for the purpose of compliance with the Anti-Bribery Requirements. Customer represents and warrants that: (i) it is not a government official, state-owned enterprise official, public international organization official, political party official (or candidate for such office) or political party; and (ii) no payment or gift of money or anything of value has been or will be offered, authorized, promised, provided or paid, directly or indirectly, to any government official, state-owned enterprise official, public international organization official, political party official (or candidate for such office) or political party for the purpose of influencing official acts and decisions (including failures to act or decide) in order to assist Customer or Kurrent in obtaining or retaining an improper business advantage. Customer shall promptly notify Kurrent if it receives a request or demand for any undue financial or other advantage of any kind, or to take any action which may violate its obligations under this Section. Customer agrees to make its policies, books and records and other information requested available for review by Kurrent to confirm Customer’s compliance with its obligations under this Section.

10.2 Anti-Slavery and Human Trafficking. Kurrent will (i): comply with all applicable laws relating to anti-slavery and human trafficking, including the UK Modern Slavery Act 2015; (ii) include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in this Section 10.2; and (iii) notify Customer as soon as it becomes aware of any actual or suspected slavery or human trafficking in its supply chain for the Kurrent Products. 

10.3 Publicity.  Customer agrees that Kurrent may refer to Customer’s name and trademarks in Kurrent’s marketing materials and website; however, Kurrent will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).  

10.4 Assignment; Delegation.  Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement.  Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.5 Amendment.  Kurrent reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions and the terms and conditions of any Addendum. With respect to each Order Form, any such modifications will become effective upon the date of Customer’s next renewal of such Order Form.  It is Customer’s responsibility to review these Terms and Conditions and the terms and conditions of the applicable Addendum(s) from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions or applicable Addendum(s), Customer may provide notice of Customer’s non-renewal at any point prior to the Customer’s next renewal.  Except as set forth in this Section, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.  

10.6 Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision.  Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.  

10.7 Relationship.  Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.8 Unenforceability.  If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.9 Governing Law.  This Agreement will be governed by the laws of England and Wales, exclusive of its rules governing choice of law and conflict of laws.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  

10.10 Notices.  Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery.  Notices to the Customer may be sent to the address listed on the Customer’s applicable Order Form or email address provided by Customer when Customer creates its Kurrent Product account.  Notices to Kurrent must be sent to the following:

Event Store Limited

Unit 5, Paulton House, 

Old Mills, Paulton, 

Bristol BS39 7SX

United Kingdom

Attn: Legal

10.11 Entire Agreement.  This Agreement (consisting of these Terms and Conditions and each Order Form and applicable Addendum(s)) comprises the entire agreement between Customer and Kurrent with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).  No oral or written information or advice given by Kurrent, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.  In the event of a conflict between these Terms and Conditions and an Addendum, on the one hand, and an Order Form, on the other hand, the terms of the Order Form will control.

10.12 Force Majeure.  Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.13 Government Terms.  Kurrent provides the Kurrent Product, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement.  If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Kurrent Product, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement.  All other use is prohibited and no rights than those provided in this Agreement are conferred. The Kurrent Product was developed fully at private expense.

10.14 Audit. During the term of this Agreement and for two (2) years thereafter, Kurrent will have the right to audit Customer’s logs that are automatically produced by Kurrent Products to ensure Customer’s compliance with the terms and conditions of this Agreement (including Order Forms). Each party will pay the costs that it incurs in the course of the audit. If the audit reveals an underpayment, or a failure by Customer to fully comply with all the payment terms and conditions of this Agreement or applicable Order Form, then Customer will immediately pay Kurrent the underpaid amount, with interest accruing at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is finally paid in full. In addition, if any audit reveals an underpayment of more than three percent (3%) for any reporting period or any failure by Customer to comply with this Agreement (including the applicable Order Form), then, without limiting Kurrent’s other rights and remedies at law or in equity, Customer will also reimburse Kurrent for its reasonable costs incurred in conducting such audit.

10.15 Interpretation.  For purposes hereof, “including” means “including without limitation”.