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INTAPP LICENSE TERMS FOR SUPPLEMENTAL SOFTWARE

These license terms (these “License Terms”) are an agreement between Integration Appliance, Inc. (“Intapp”) and the entity with which you are employed, affiliated or associated (“Company” or “you”). These License Terms apply to the Supplemental Software (as defined below) for use with the applicable Intapp Products (as defined below).

1. DEFINITIONS.

“Company Integrations” means an integration of software or cloud services licensed or subscribed to by Company with the applicable Intapp Product(s) (as designated by Intapp) for use of such Intapp Product(s) as contemplated in and permitted by the Governing Agreement.

“Supplemental Software” means source code and/or compiled software provided by Intapp, including any applicable documentation associated therewith, enabling the corresponding Company Integration.

“Governing Agreement” means the governing document(s) for Company’s use of the applicable Intapp Product, including any applicable orders subject to such governing documents, between Intapp and/or any of its current or future affiliates, including, without limitation, Intapp US, Inc., DealCloud, Inc., and Repstor Limited.

“Intapp Products” means the applicable Intapp products licensed or subscribed to under the Governing Agreement.

“Open-Source License(s)” means any applicable open-source license(s) governing any applicable software included as part the Supplemental Software.

2. SCOPE; USE; RESTRICTIONS; FEEDBACK.

You acknowledge and agree that these License Terms (a) constitute a legally binding agreement between your Company and Intapp, (b) are effective as of the date you first download, install or use the Supplemental Software, whichever is earliest, and (c) will be in effect until such time as terminated as provided herein. Please read it carefully.

By clicking "I Accept" or accessing, installing or using the Supplemental Software, you:

  • (a) agree to the terms contained in these License Terms on behalf of the Company;
  • (b) represent that you have the authority to bind the Company to these License Terms; and
  • (c) acknowledge and agree there is a Governing Agreement in effect.

If you do not have such authority or do not agree to these License Terms, you may not (nor is Company permitted to) access, install or use the Supplemental Software.

The Supplemental Software is licensed, not sold, for the sole purpose of interacting with the Intapp Product. Intapp reserves all other rights. Unless applicable law (or any underlying Open-Source License(s) used in the Supplemental Software) gives you additional rights despite this limitation, you may use the Supplemental Software only as expressly permitted in these License Terms; provided, in the event of any conflict between these License Terms and the Open-Source License(s) where such conflict would cause Intapp to violate a restriction or condition of the Open-Source License(s), the Open-Source License(s) shall prevail solely with respect to the specific software subject to such Open-Source License(s) and you must agree to, and use such software in conformance with, such licenses.

You acknowledge:

  • you must comply with all domestic and international export laws and regulations that apply to the Supplemental Software;
  • you must ensure any products, services or content made available through Company Integrations (and the Company Integrations themselves), do not, and will not contain any virus, Trojan horse, worm, malicious code, or spyware;
  • no support is provided by Intapp for the Supplemental Software or the Company Integration; and
  • these License Terms do not grant you any right in any trademark or logo of Intapp or its affiliates.

You may not:

  • bypass or disable any technical limitations in the Supplemental Software;
  • move, change, disable, obscure or circumvent the license key functionality in the Supplemental Software or any functionality in the Supplemental Software that is protected by the license key;
  • alter, remove, or obscure any licensing, copyright, or other notices of the licensor in the Supplemental Software;
  • redistribute the Supplemental Software outside your organization;
  • distribute derivative works based upon the Supplemental Software outside your organization;
  • provide the Supplemental Software (or derivative works based upon the Supplemental Software) to third parties as a hosted or managed service; and
  • rent, lease or lend the Supplemental Software to others.

If you give feedback about the Supplemental Software to Intapp, you grant Intapp, without charge, the right to use, share and commercialize your feedback in any way and for any purpose in its sole discretion. You will not give feedback that is subject to a license that requires Intapp to license its software or documentation to third parties because we include your feedback in them. These rights survive any termination or expiration of these License Terms.

3. DISCLAIMER OF WARRANTIES; LIABILITY; MISCELLANEOUS

YOU ACKNOWLEDGE THE SUPPLEMENTAL SOFTWARE IS LICENSED “AS-IS.” YOU BEAR THE RISK OF USING IT. INTAPP (AS WELL AS ITS LICENSORS AND AFFILIATES) GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, INTAPP (AS WELL AS ITS LICENSORS AND AFFILIATES) EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGMENT, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR CUSTOM OR USAGE OF THE TRADE. COMPANY ACKNOWLEDGES IT HAS NO RIGHTS OR REMEDIES UNDER THE GOVERNING AGREEMENT (INCLUDNG THE RIGHT TO TERMINATE THE GOVERNING AGREEMENT OR ANY ORDER OR OTHER TRANSACTIONAL DOCUMENT ASSOCIATED THEREWITH), AND NEITHER INTAPP NOR ITS AFFILIATES HAVE ANY LIABILITIES UNDER THE GOVERNING AGREEMENT FOR ANY DAMAGES FOR INACCURACIES, ERRORS, OMISSIONS, DELAYS, AVAILABILITY, DAMAGES, CLAIMS, LIABILITIES, EXPENSES, COSTS OR LOSSES, REGARDLESS OF CAUSE, ARISING FROM OR RELATING TO THE SUPPLEMENTAL SOFTWARE, COMPANY INTEGRATION(S), ANY USE OF THE FOREGOING, OR THESE LICENSE TERMS. YOU HEREBY AGREE THAT (I) YOU MAY ONLY RECOVER FROM INTAPP (OR ITS AFFILIATES) DIRECT DAMAGES UP TO U.S. $100.00 AND THEN ONLY (Y) AS IT RELATES TO CLAIMS CONCERNING INTAPP’S PROPRIETARY SOFTWARE, IF ANY, WITHIN THE SUPPLEMENTAL SOFTWARE AND (Z) IF AWARDED BY A COURT OF COMPETENT JURISDICTION; AND (II) YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES, LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOOD WILL. THESE LIMITATIONS APPLY: (A) TO ANY CLAIMS RELATED TO THE SUPPLEMENTAL SOFTWARE OR THESE LICENSE TERMS; (B) TO CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW; AND (C) EVEN IF INTAPP KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT YOUR COUNTRY DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES (AND THEN ONLY TO THE EXTENT SUCH LAWS ARE APPLICABLE TO THESE LICENSE TERMS).

These License Terms constitute the entire agreement for the Supplemental Software. These License Terms are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. Each of the parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the state courts of New York or (as applicable) the federal courts of the United States of America located in New York. These License Terms shall survive termination or expiration of the Governing Agreement. The headings used in these License Terms are for convenience of reference only and are not to be construed in any way as material terms or be used to interpret the provisions of these License Terms. If any term of these License Terms is held to be unenforceable or invalid, that term will be enforced to the maximum extent possible and the other terms will remain in full force and effect. You acknowledge Intapp may terminate these License Terms at any time and for any reason. If you violate these License Terms, your licenses hereunder terminate automatically. In the event these License Terms terminate, the license restrictions, your obligations, and Section 3 (DISCLAIMER OF WARRANTIES; LIABILITY; MISCELLANEOUS) of these License Terms shall survive. In the event the Governing Agreement expires or is terminated, or these License Terms are terminated, all licenses to the Supplemental Software (including in or in conjunction with, Customer Integrations) are revoked and you must: (a) cease all use of the Supplemental Software (including in Company Integration(s)), and (b) permanently delete any copies or downloads of the Supplemental Software. You acknowledge Intapp may update these License Terms from time to time without notice and your continued use of the Supplemental Software (or Company Integration) after any such update(s) will be deemed Company’s agreement to such updates; provided, however, if you do not agree to these updates, you may not use Supplemental Software (including in the Company Integrations) and must uninstall and cease use of the Supplemental Software accordingly

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