This “User License Agreement” [hereinafter Agreement] is a legal and binding contract between Enkrypt, Inc. [hereinafter Enkrypt] and you, the end user of the services and software that Enkrypt provides [hereinafter Software as defined in Section 1(h) herein].  This Agreement governs your use of the Software provided by Enkrypt and includes and incorporates the Private Policy document which can be found at Enkryptapp.com. By registering to use the Software, you are agreeing to the terms of this User License Agreement.

1. Definitions

(a) “Administrator” means a Subscriber (please see Section 1(i)) who has authority to:

1. Designate additional Authorized Users and/or Administrators, and

2. To subscribe the Subscriber to Enkrypt’s other services.

(b) “Agreement” means this entire User License Agreement as well as the Privacy Policy which can be found at Enkryptapp.com.

(c) “Authorized User” means an individual subscriber or members of the entire firm that have been added as additional users, including but not limited to: the partners, members, employees, temporary employees, and independent contractors of the firm that has an active subscription to the Software.

(d) “Confidential Information” means the Content (as defined in Section 1(e)) and any information, technical data, or know-how which either party to this Agreement considers proprietary or confidential including, without limitation, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, know-how and trade secrets, marketing, concepts, customer information, personal information, strategies, trade secrets, financial information, business plans or opportunities, or both, pricing information and other information that customarily and reasonably would be deemed private information, disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

(e) “Content” means any and all information you upload or post to the Software and any and all information you provide to Enkrypt in connection with the Software, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g).

(f) “Primary Subscriber” means the individual that initially signed up for Software on his or her behalf or on behalf of his or her firm, and had the authority to do so.

(g) “Registered Client” means an individual whom the Primary Subscriber or Authorized User has invited to use the client specific features of Software in the capacity as a client of a Primary Subscriber or Authorized User, or both.

(h) “Software” shall mean Enkrypt Legal Pro, Enkrypt Secure Messenger, Enkrypt App Web Application, and/or any other software or services provided by Enkrypt.

(i) “Subscriber” shall refer to the purchaser of Software provided by Enkrypt and shall also include any present or past agent, representative, independent contractor, employee, attorney and any entity or person who had authority to act on your behalf.

(j) “Security Breach” shall mean a violation by Subscriber of this Agreement that

(a) could disrupt (i) Enkrypt’s provision of the Software; (ii) the business of other subscribers to the Software; or (iii) the network or servers used to provide the Software; or

(b) provides unauthorized third party access to the Software.

2. Limited License & Use of the Software

2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Software while Subscriber abides by the terms of this Agreement and is not in breach of any payment obligations for the use of Software.

2.2 Enkrypt does not review Content and Enkrypt will have no intellectual property rights with respect to Content.

2.3 Authorized Users, Subscriber and Primary Subscriber agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Software, use of the Software, or any portion of the Software, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from Enkrypt.

2.4 Authorized Users, Subscriber and Primary Subscriber agree not to modify, reverse engineer, adapt or otherwise tamper with the Software or modify another website in any way whatsoever, including so as to falsely imply or represent that it is associated with Software, Enkrypt, or any other software or service provided by Enkrypt.

2.5 Authorized Users, Subscriber and Primary Subscriber agree not to:

a. create, use, share and/or publish (text, words, images, sounds, videos, etc.) any Confidential Information which would breach of a duty of confidentiality, defined above, or infringe on any intellectual property rights;

b. modify, disrupt, distort, unduly burden, block, slow down and/or interfere with the normal functioning of all or part of Software, or its accessibility to other users, or otherwise attempt to interfere;

c. introduce into Software any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Software, and/or organise, participate in or be involved in any way in an attack on Enkrypt’s servers and/or the Software and/or those of its service providers and partners;

2.6 Authorized Users, Subscriber and Primary Subscriber agree not to use the Software, knowingly or otherwise, in any manner which may infringe on copyright or intellectual property rights or in any other manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement, or any applicable laws.

2.7 Authorized Users, Subscriber and Primary Subscriber agree that they will not knowingly or otherwise use the Software to send, email, upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms”, or any computer code of a destructive or malicious nature.

2.8 Except for the non-exclusive license granted pursuant to this Agreement, Authorized Users, Subscriber and Primary Subscriber acknowledge and agree that they have no other legal interest in Software and that all ownership, license, intellectual property and all other rights and interests in and to Software belong to Enkrypt.

2.9 Authorized Users, Subscriber and Primary Subscriber who share certain Content with the public using Software, acknowledge and agree that it is the responsibility of the Authorized Users, Subscriber and Primary Subscriber to determine if the Content being shared is appropriate for each Registered User. Enkrypt reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that violates the terms of this Agreement, including, but not limited to, removal of such Content.

2.10 Enkrypt reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature of Software, with or without notice.  Continued use of the Software following any modification constitutes Subscriber’s acceptance of the modification.

2.11 Enkrypt may from time to time temporarily suspend access to  Software for certain purposes, including, but not limited to, maintenance, repairs or installation of upgrades.  Enkrypt will provide no less than two business days notice prior to any such suspension.  Enkrypt will put forth its best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete any necessary repairs.

2.12 Subscriber grants to Enkrypt a non-exclusive, royalty-free right during Subscriber’s use of the Software, to use the Confidential Information for the purpose of performing Enkrypt’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Enkrypt to generate and publish reports on system usage, type of Content used by Authorized Users, Subscriber, and Registered  Clients and Content trends and type, provided they do not conflict with Section 4.1.

3. Access to the Software

3.1 The right to use Software is granted only to an Authorized User or a Registered Client. Authorized Users must provide their full legal name, a valid email address, valid telephone number and any other information reasonably requested by the Software.

3.2 Each Authorized User’s email will be used as his or her Username [hereinafter Username].  Should the Authorized User wish to use another email, he or she must contact Enkrypt in order to update the settings of Software.  be provided with a unique identifier to access and use the Software (“Username”). The Authorized User will not share, or allow any other person, including other Authorized Users, to use the Authorized User’s unique Username.

3.3 The initial Administrator shall be designated as the Primary Subscriber.  This individual will have authority to administer the subscription and designate additional Authorized Users. Each authorized User will be categorized as Attorney, Paralegal, Legal Assistant, as well as others. The Administrator will have authority to deactivate any active Username if the Administrator wishes to terminate access to the Software for any Authorized User.

3.4 Administrators are responsible for all use of the Software by Authorized Users on the list of active Authorized Users associated with their subscription to the Software.

3.5 Any Content uploaded or posted to Software remains the property of the Subscriber. Upon Cancellation or Termination of Software as discussed in Section 10 below, Enkrypt shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.

3.6 All Authorized Users, Subscribers and Registered Clients are prohibited from using Software via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Software.

3.7 Authorized Users are permitted to access and use the Software using an Application Program Interface (“API”) subject to the following conditions:

(a) any use of the Software using an API, including use of an API through a third-party product that accesses and uses the Software, is governed by these Terms of Software;

(b) Enkrypt shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Enkrypt has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Software via an API; In no event will Enkrypt, Enkrypt’s licensors, partners and associated service providers be liable for loss or damage of any kind suffered in connection with the use of Software or any related third party service.

(c) Enkrypt in its sole discretion will assess whether there is excessive use of Software via API and may temporarily or permanently suspend access to Software; and

(d) Enkrypt reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Software via an API, with or without notice.

4. Confidentiality

4.1 You agree to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

4.2 Enkrypt and its third party vendors and hosting partners shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorized by you in writing.

5. Security and Access

5.1 Enkrypt is responsible for providing a secure method of authentication and accessing Software. Enkrypt will:

(a) allow user password management

(b) transmit passwords in a secure format

(c) protect passwords entered

5.2 Protecting the security of usernames and passwords, or any other codes associated with Software, and for the accuracy and adequacy of personal information provided to the Software is the sole responsibility of Subscriber.  Enkrypt shall not be held responsible for the foregoing.

5.3 It is the Subscriber’s responsibility to implement policies and procedures to prevent unauthorized use of usernames and passwords. Subscriber immediately will notify Enkrypt upon suspicion that a username and password has been lost, stolen, compromised, or misused.

5.4 At all times, Enkrypt, to the best of its abilities, will keep Content secure, adhering to industry standards.

5.5 Enkrypt shall inform Subscriber of any security breach and of its efforts to remedy the situation.

5.6 In the event of a Security Breach, Enkrypt shall work with Subscriber to: (a) identify the cause of the breach and any affected Content; (b) investigate and prevente the recurrence of the Security Breach; (c) assist and cooperate in any litigation or investigation against third parties that Subscriber undertakes to protect the security and integrity of Content

6. Privacy

6.1 Enkrypt operates a cloud-based legal practice management software service available via web at Enkryptapp.com and mobile application as well as other products and services that we make available.

6.2  We collect personal information about you when you voluntarily submit information directly to us by filling in forms on our Website or by corresponding with us by phone, email or other means, as well as when you register to use Software and our other services, forums, social media, etc.

We may receive personal information about you from individuals or corporate entities which are subscribers to the Enkrypt Service (“Subscribers“) where you are to be designated a user of Software. We also work closely with third parties like subcontractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies,  and may receive information about you from them, subject to your agreements with them.

We also automatically collect personal information about you indirectly about how you access and use the Enkrypt Service and information about the device you use to access the Enkrypt Service.

This allows us to provide you with a personalized experience regardless of how you interact with us.

6.3 We may use your information for purposes that include testing our IT systems, research, data analysis, improving the Software and developing new products and features. We also may  share such anonymized information with others.

6.4 We may share your personal information with any member of our group, which includes our subsidiaries. We will not share your personal information with any third parties except as described in this Agreement.

6.5 We may contact you with information about the Enkrypt and our other products and services as well as any Software updates or added features. For some messages, we may use personal information we collect about you to help us determine the most relevant information to share with you.  You hereby give us permission to do so. If you do not wish to receive said messages, you may optout at Enkryptapp.com

6.6 We use cookies to make our Service and the advertising displayed on it more relevant to your interests.  You may use the features on your browser to block our cookies. This however, may prevent you from accessing some or all of our site.

6.7 You have the following rights:

Right of access and portability. The right to obtain access to your personal information along with certain information, and to receive that personal information in a commonly used format and to have it ported to another data controller.

Right to rectification. The right to obtain rectification of your personal information without undue delay where that personal information is inaccurate or incomplete.

Right to erasure. The right to obtain the erasure of your personal information without undue delay in certain circumstances, such as where the personal information is no longer necessary in relation to the purposes for which it was collected or processed.

Right to restriction. The right to obtain the restriction of the processing undertaken by us on your personal information in certain circumstances, such as where the accuracy of the personal information is contested by you or the sale of your personal information for a period enabling us to verify the accuracy of that personal information.

Right to object. The right to object, on grounds relating to your particular situation, to the processing of your personal information, and to object to the processing of your personal information for direct marketing purposes, to the extent it is related to such direct marketing.

Right to non-discrimination.. The right to non-discrimination for exercising your rights as outlined in this policy. This includes, but is not limited to, denying you goods or services, charging you different prices for similar services, or providing a different level or quality of service.

6.8 We may update this Section. When we do so in a material way, we will notify you of these changes.

7. Legal Compliance

7.1 Enkrypt reserves the right to cooperate with law enforcement authorities and to provide Confidential Information or your personal information to third parties as required and permitted by law (such as in response to a subpoena or court order), as well as in the investigation of any criminal or civil matter.  If allowed by law, Enkrypt will inform Subscriber as soon as practicable to allow Subscriber to seek a protective order or other appropriate relief.

8. Backup and Archiving

8.1 Enkrypt’s managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Enkrypt shall ensure recovery of lost or corrupted Content at no cost to you. Following any cancellation or termination of Software for any reason, Subscriber shall have ninety days to retrieve any and all Content.

9. Payment, Refunds, and Subscription Changes

9.1 Subscribers that signed up for a paid subscription, or setup or professional services will provide Enkrypt with a valid credit card for payment of all applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes, charges for Internet access, data roaming, and other data transmission charges.

9.2 Enkrypt will charge Subscribers with monthly paying subscriptions upon the expiration of any free trial period, unless cancelled prior to the expiration of the trial period. Subscribers will be charged for the upcoming month on the 1st of each month, in advance of providing the service for that month. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by Annual Subscribers, setup fees, and other professional services charges.

Subscribers who purchased setup or professionals services, must initiate those services within sixty (60) days (Software Window) following their purchase. Failure of the Subscriber to initiate purchased setup or professional services within Software Window will result in those services no longer being available and no refund will be issued.

9.3 Enkrypt will not issue any refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.

9.4 There are no charges for cancelling a subscription. Paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.

9.5 Enkrypt will automatically update the amount charged on the next billing cycle to reflect any changes to the subscription. Subscription changes may result in loss of access to Content and certain features, or both.

9.6 All prices are subject to change without notice. However, Enkrypt will endeavour to provide notice as soon as practicable by an e-mail message to the Administrator, or in the form of an announcement on the Software.

9.7 Subscriber is responsible for paying all taxes associated with the subscription to the Software. Enkrypt may chose to charge Subscriber the appropriate amount, if there are any taxes, unless Subscriber provides Enkrypt with a valid tax exemption certificate authorized by the appropriate taxing authority.

9.8 Subscriber shall make any and all payments by or on account of the compensation payable under this Agreement, free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Enkrypt receives an amount equal to the sum it would have received had no such deduction or withholding been made.

10. Cancellation and Termination

10.1 Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by contacting Enkrypt at Enkryptapp.com and requesting the cancelation. Cancellations shall not be accepted by any other means.

10.2 Enkrypt in its sole discretion has the right to suspend or discontinue providing the Software to any Subscriber without notice for actions that are in material violation of this Agreement and (b) create a Security Breach. Despite the foregoing, if the violation is not material in nature, Enkrypt will give notice of the violation and allow Subscriber thirty (30) days to remedy the violation.  Enkrypt reserves the right to suspend Subscriber’s access to the Software should the Subscriber not remedy or correct the violation within the 30 days.

10.4 As required by Section 8 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Enkrypt will make Content available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, Enkrypt permanently will delete all Content associated with such subscription.

11. Limitation of Liability

11.1 Except in the case of a violation by Enkrypt of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), and Section 8 above (“Managed Backup and Archiving”), and except as provided in Section 13.2 below (“Indemnification”), Enkrypt shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Softwares provided to Subscriber by Enkrypt.

Subscriber is solely responsible for any damage caused to Enkrypt, its licensors, channel partners and associated service providers and subcontractors, other users of the product or any other individual or legal entity as a result of Your violation of this Agreement.

11.2 SUBSCRIBER AGREES THAT THE LIABILITY OF ENCRYPT ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT Enkrypt IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER Enkrypt HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 13.2. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY Enkrypt TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

11.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.

12. Disclaimer of Warranties

12.1 ENKRYPT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY Enkrypt. NOTHING IN THIS SECTION 12.1 SHALL MODIFY ENKRYPT’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 13.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).

12.2 Enkrypt makes no warranty that its services, when provided to Subscriber in digital or electronic format, will be compatible with Subscriber computer and/or other equipment, or that these Softwares will be secure or error free. Nor does Enkrypt make any warranty as to any results that may be obtained from the use of the Software. Nothing in this Section 12.2 shall modify Enkrypt’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or Enkrypt’s obligation to indemnify you as required by Section 13.2(b) of this Agreement (“Indemnification”).

12.3 Enkrypt hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.

13. Indemnification

13.1 YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED ENKRYPT AND ITS AFFILIATES, THEIR LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS AGREEMENT OR (B) YOUR USE OR MISUSE OF THE PRODUCT. ENKRYPT reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which you the Subscriber agreed to indemnify Enkrypt.

Subscriber further hereby agrees to indemnify and hold harmless Enkrypt from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the use of Software by anyone related to or associated with Subscriber, including but not limited to Authorized Users.

13.2 Enkrypt shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party alleging that the Software, or use of the Software as contemplated hereunder, infringes a copyright, or involves the misappropriation of any trade secret of a third party; provided, however, that Subscriber promptly gives written notice of the Claim to Enkrypt; (b) gives Enkrypt sole control of the defense and settlement of the Claim; and (c) provides to Enkrypt, at Enkrypt’s cost, all reasonable assistance.

Enkrypt shall not be required to indemnify Subscriber in the event: (x) Subscriber modifies Software in any way to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Software in combination with any other product or service not provided by Enkrypt to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Software in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or

14. Miscellaneous

14.1 Technical support and training are available to Authorized Users with active subscriptions, as defined at Enkryptapp.com.

14.2 Subscriber acknowledges and agrees that Enkrypt may use third party vendors and hosting partners with respect to the proper functioning of Software and to provide the necessary hardware, software, networking, storage, and related technology required to run the Software.

14.3 If and when Enkrypt provides the ability to integrate Software with third party products and services, the Subscriber may use these products, services and features at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that Enkrypt has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. Enkrypt can modify or cancel the integrations at any time without notice.

14.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Software may be lost, corrupted, become unusable and unrecoverable, or may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Enkrypt liable for any resulting loss, damage, or injury.

14.5 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

14.6 This Agreement constitutes the entire agreement between Authorized Users and Enkrypt and governs Authorized Users use of the Software, superseding any prior agreements between Authorized Users and Enkrypt (including, but not limited to, any prior versions of this agreement).

14.7 Enkrypt reserves the right to amend this Agreement. In the event of material changes to the Agreement, Enkrypt will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Software by the Subscriber after reasonable notice will be considered acceptance of any new terms.

14.8 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

14.9 Governing Law and Venue. All legal relations between the Parties hereto shall be governed by and construed in accordance with the laws of the State of California for contracts entered into in this State, without any reference to any choice of law provisions.  Venue and jurisdiction concerning any dispute hereunder shall be in the Los Angeles County Superior Court, Los Angeles judicial district, California.  Notwithstanding the foregoing and except with respect to the issuance of extraordinary relief (which would be ordered by a Superior Court Judge), both Parties agree that any dispute arising under this Agreement which they cannot resolve between themselves shall be resolved by mandatory binding arbitration to be conducted in Los Angeles County, State of California, in accordance with the rules and procedures of the American Arbitration Association, unless the Parties agree in writing to different rules and/or procedures for such arbitration.  The arbitrator's award need not be entered by a judge to be valid, final, or binding.  The Parties acknowledge that the arbitrator’s award is binding and waive their right to have such award considered by or appealed to any court.