VALI CYBER SOFTWARE TERMS OF USE
This Vali Cyber Software License Agreement (“License Agreement”) entered into as of the date of the last party to sign below (the “Effective Date”) is between Vali Cyber Inc. (“Vali Cyber”) and the individual, company or legal entity (referenced below as “You” or “Your” or “Company”) that will be utilizing the Vali Cyber Solutions (defined below) and who accepts this License Agreement. This License Agreement governs Your subscription to the Vali Cyber Solutions and constitutes a binding contract in connection with any paid or Evaluation use of the Solutions. In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
This is a legal, enforceable contract between You and Vali Cyber, and (a) by executing this License Agreement, or (b) where no signature box is available, by clicking the “I Agree” or “Yes” button, or otherwise indicating Your consent to the License Terms electronically or by accessing, installing or using the Vali Cyber Solutions, You expressly agree to be bound by this License Agreement. An individual accepting the terms of this License Agreement on behalf of a company or other legal entity represents and warrants that he or she has the full authority to bind the company or legal entity to this agreement. If You do not have such authority, or if You do not agree to this License Agreement, You may not subscribe to the Solutions and may not access, install or use the Solutions.
Where no signature block is available and You consent electronically or through access, installation or use of the Solutions, Vali Cyber may update these License Terms from time to time. Vali Cyber will provide notice of any updates. Updates will become effective on the stated effective date. If an update materially reduces Customer’s rights or increases Customer’s obligations, the update will apply only to the next Renewal Subscription Term unless Customer affirmatively accepts it earlier. Your continued use of the Solutions following the posting of updated License Agreement means that Customer accepts and agrees to the changes.
Unless otherwise defined herein, capitalized terms will have the meaning given in the Definitions section of this License Agreement and such capitalized terms may be used in the singular or in the plural, as the context requires.
1. DEFINITIONS.
“Affiliate” means any entity that a party directly or indirectly controls (e.g., subsidiary) or is controlled by (e.g., parent), or with which it is under common control (e.g., sibling).
“Documentation” means the user documentation Vali Cyber provides with its Solutions.
“Endpoint” means any physical or virtual device, such as, a computer, server, laptop, desktop computer, mobile, cellular, container or virtual machine image.
“Enhancements” means any updates, patches, bug fixes and versions to the Solutions made by Vali Cyber and provided to You.
“Internal Use” means access or use solely for Your own internal information security purposes. By way of example and not limitation, Internal Use does not include access or use: (i) for the benefit of any person or entity other than You, or (ii) in any event, for the development of any product or service. Internal Use is limited to access and use by Your employees or Your Third-Party Providers for Your benefit.
“License Instrument” means a written agreement between You and Vali Cyber, or a purchase order or other ordering document accepted by Vali Cyber or a Vali Cyber-authorized reseller that defines Your license rights to the Licensed Software ordered by You and identifies the following: the products and product-related services ordered, the quantity ordered based on Vali Cyber’s applicable license metrics (e.g., number of Endpoints, size of company, etc.), price and subscription/order term. A License Instrument may be for either a paid subscription or an evaluation license. For the avoidance of doubt, any valid purchase order issued by You and accepted by Vali Cyber, whether now or in the future, shall be deemed a “License Instrument” as defined in this Agreement. Such purchase orders) shall confer the same rights and obligations as set forth herein. It shall serve as a valid license instrument for the Licensed Software, subject to the terms and conditions of this License Agreement and any applicable ordering documentation.
“Licensed Software” means the Vali Cyber Solution, accompanying this License Agreement or Vali Cyber Solution that You or a Third-Party Provider have installed on Your Endpoints, including any Enhancements thereto, and any Documentation included in, or provided for use with, such software. Software may also accompany or be accessed through Vali Cyber’s cloud offerings.
“Solution” means Vali Cyber’s platform including its malware protection, detection and remediation solutions, endpoint detection and response solutions, device discovery and control solutions, and other solutions offered by Vali Cyber over time, directly or through a Vali Cyber-authorized partner, together with the software underlying such products and services and any Enhancements.
“Third-Party Provider” means any individual or entity (other than a Vali Cyber Competitor) that: (i) has access or use of the Licensed Software either under this License Agreement solely on behalf of You and for Your Internal Use, or (b) under a separate valid agreement with Vali Cyber, (ii) has an agreement to provide You information security services, and (iii) is subject to confidentiality obligations covering Vali Cyber’s Confidential Information. A non-exhaustive list of examples of Third-Party Providers are managed services providers, consultants or consulting firms providing incident response services, or franchisors.
“Vali Cyber Competitor” means a person or entity in the business of developing, distributing, or commercializing Internet security products or services substantially similar to or competitive with Vali Cyber’s products or services.
2. LICENSE GRANT.
Subject to Your compliance with the terms and conditions of this License Agreement, Vali Cyber grants You the following rights: (i) a non-exclusive, non-transferable (except as stated otherwise in Section 16.1) license to use the Licensed Software, only in object code form, solely for Your Internal Use up to the quantities and subject to any other restrictions specified in the applicable License Instrument; and (ii) the right to make a single uninstalled copy of the Licensed Software for archival purposes which You may use and install for disaster-recovery purposes (i.e. where the primary installation of the Licensed Software becomes unavailable for use).
3. TERM.
Subject to Section 12, the term of this License Agreement will begin on the Effective Date and continue for twelve (12) months, unless otherwise stated in a License Instrument executed by Vali Cyber and You (the “Initial Subscription Term”). Thereafter, this License Agreement will automatically renew for additional successive periods identical in length to the Initial Subscription Term (the “Renewal Subscription Term”) unless either party notifies the other in writing no less than 30 days prior to the close of the then-current Initial or Renewal Subscription Term of its intention not to renew. Renewal fees will be set forth in the applicable renewal License Instrument. Unless expressly stated in a License Instrument, Vali Cyber may revise fees for Renewal Subscription Terms upon at least forty-five (45) days’ prior written notice before the renewal effective date. Customer shall notify Vali Cyber in writing no less than 30 days prior to the close of the then-current Initial or Renewal Subscription Term of any intention to modify the number of seats or devices to be licensed for the upcoming Renewal Subscription Term.
4. LICENSE RESTRICTIONS.
You may not, without Vali Cyber’s prior written consent, conduct, cause or permit any of the following: (i) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Licensed Software except as expressly provided in this License Agreement; (ii) alteration or modification of the Licensed Software or the creation of any derivative works based on the Licensed Software; (iii) reverse engineering, disassembly, or decompiling of the Licensed Software (except that You may decompile the Licensed Software for the purposes of interoperability only to the extent permitted by applicable law notwithstanding this prohibition and subject to your strict compliance under such law); (iv) removal or alteration any notice of proprietary rights notices appearing on the Licensed Software; (v) use of the Licensed Software in connection with service bureau, facility management, timeshare, service provider or like activity whereby You operate or use the Licensed Software for the benefit of a third party; (vi) use of the Licensed Software by any party other than You; (vii) use of a later version of the Licensed Software other than the version that accompanies this License Agreement unless You have separately acquired the right to use such later version through a separate License Instrument; or (vii) use of the Licensed Software above the quantity and use level that have been licensed to You under this License Agreement or the applicable License Instrument.
Further, your rights to use the Licensed Software do not include any rights to, and you shall not: (i) employ or authorize a Vali Cyber Competitor to use the Licensed Software or the Documentation, or to provide management, hosting, or support for the Licensed Software; (ii) use the Licensed Software to circumvent the security of another party’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (iii) conduct any stress tests, competitive benchmarking or analysis on, or publish any performance data of, the Licensed Software (provided, that this does not prevent You from comparing Licensed Software to other products for Your Internal Use related to legitimate purchase evaluation decisions); or (v) cause, encourage or assist any third party to do any of the foregoing. You agree to use the Licensed Software in accordance with applicable laws, rules and regulations and acknowledge that You are solely responsible for determining whether a particular use of the Licensed Software is compliant with such laws. Vali Cyber Competitors or any other party with interests or intentions adverse to Vali Cyber may not access, install or use the Licensed Software.
4.1 EVALUATION USE.
Vali Cyber may, at its sole discretion, make the Solutions or Licensed Software available to You on a no‑charge, trial, proof‑of‑concept, beta, or evaluation basis (“Evaluation”). Unless otherwise expressly stated in a License Instrument, any Evaluation is provided for a limited period not to exceed thirty (30) days.
(i) Purpose and Restrictions. Evaluations are provided solely for Your internal evaluation of the Solutions’ features and functionality in support of a potential commercial subscription. You shall not use the Solutions under an Evaluation for production purposes, mission‑critical environments, or commercial deployment, nor rely on the Solutions for the protection of live systems or data.
(ii) No Support or Service Levels. During an Evaluation, Vali Cyber has no obligation to provide maintenance, support, service levels, updates, or availability commitments, unless expressly agreed in writing. Vali Cyber may modify, suspend, or discontinue an Evaluation or any portion of the Solutions at any time without liability.
(iii) Disclaimer. Evaluations are provided strictly “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express, implied, statutory, or otherwise. Without limiting the foregoing, Vali Cyber expressly disclaims any warranties of merchantability, fitness for a particular purpose, non‑infringement, accuracy, availability, or performance with respect to any Evaluation.
(iiii) Limitation of Liability. To the maximum extent permitted by applicable law, Vali Cyber shall have no liability whatsoever arising out of or relating to any Evaluation, including any direct, indirect, incidental, consequential, or special damages, regardless of the theory of liability.
(iv) Termination; Expiration. An Evaluation will automatically terminate upon the earlier of (i) expiration of the Evaluation period, (ii) execution of a paid License Instrument governing the Solutions, or (iii) termination by Vali Cyber at any time. Upon termination or expiration of an Evaluation, You shall immediately cease all use of the Solutions and uninstall or destroy all copies of the Licensed Software.
(vi) No Obligation to Purchase. Nothing in this Agreement obligates either party to enter into a paid subscription or other commercial arrangement as a result of an Evaluation.
5. OWNERSHIP/TITLE/FEEDBACK.
The Licensed Software is the proprietary property of Vali Cyber or its licensors and is protected by copyright law. Vali Cyber and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. The Licensed Software is made available for use and is licensed, not sold. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by Vali Cyber and/or its licensors. There are no implied rights. Any feedback or suggestions that You provide to Vali Cyber regarding any its products or services is non-confidential and may be freely used by Vali Cyber for any purpose without acknowledgement or compensation.
6. NO WARRANTY.
6.1 WARRANTY DISCLAIMER. THE LICENSED SOFTWARE IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. VALI CYBER AND ITS AFFILIATES DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VALI CYBER AND ITS AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, AND NON-INFRINGEMENT WITH RESPECT TO THE LICENSED SOFTWARE AND THOSE ARISING FROM COURSE OF DEALING AND USAGE OF TRADE. THERE IS NO WARRANTY THAT THE LICENSED SOFTWARE OR ANY OTHER VALI CYBER OFFERINGS WILL BE ERROR FREE, OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION OR WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. THE LICENSED SOFTWARE IS NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THE LICENSED SOFTWARE IS NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY, OR PROPERTY DAMAGE. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO ENSURE SAFE USE OF THE LICENSED SOFTWARE IN SUCH APPLICATIONS AND INSTALLATIONS. VALI CYBER DOES NOT WARRANT ANY THIRD-PARTY PRODUCTS OR SERVICES.
6.2 NO GUARANTEE. YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT VALI CYBER DOES NOT GUARANTEE OR WARRANT THAT IT WILL FIND, LOCATE, DISCOVER, PREVENT OR WARN OF, ALL OF YOUR OR YOUR AFFILIATES’ SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE, AND YOU AND YOUR AFFILIATES WILL NOT HOLD VALI CYBER RESPONSIBLE THEREFOR.
7. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL VALI CYBER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO YOU FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT, EVEN IF VALI CYBER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. IN NO EVENT SHALL VALI CYBER’S TOTAL AGGREGATE LIABILITY EXCEED THE FEES YOU PAID TO VALI CYBER FOR THE LICENSED SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT VALI CYBER’S LIABILITY TO YOU FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT THE LICENSED SOFTWARE, CONTENT UPDATES OR UPGRADES.
8. MAINTENANCE/SUPPORT.
Unless otherwise specified in the applicable License Instrument, Vali Cyber has no obligation under this License Agreement to provide maintenance/support for the Licensed Software. Any maintenance/support purchased for the Licensed Software is subject to Vali Cyber’s then-current maintenance/support policies.
9. U.S. GOVERNMENT RESTRICTED RIGHTS.
The Licensed Software is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Licensed Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Licensed Software by the U.S. Government shall be solely in accordance with the terms of this License Agreement.
10. EXPORT REGULATION.
You acknowledge that the Licensed Software and related technical data and services (collectively “Controlled Technology”) are subject to the import and export laws of the United States export control and economic sanctions laws and regulations, including without limitation the U.S. Export Administration Regulations (“EAR”) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), as well as the import and export laws and regulations of other applicable jurisdictions.
You agree to comply fully with all applicable export control, trade, and sanctions laws and regulations as amended from time to time. Without limiting the foregoing, You represent and warrant that You will not, directly or indirectly, export, re‑export, transfer, or release any Controlled Technology:
(i) to any country, territory, individual, or entity that is subject to comprehensive or targeted trade sanctions, embargoes, or export restrictions under applicable law;
(ii) to any individual or entity identified on any restricted party list maintained by the U.S. government or other applicable authority, including but not limited to the OFAC Specially Designated Nationals and Blocked Persons List and the EAR Entity List; or
(iii) for any prohibited end use, including without limitation the design, development, production, or use of chemical, biological, or nuclear weapons, missiles, unmanned aerial vehicles, space launch vehicles, or other prohibited military or surveillance applications, except as expressly authorized by applicable law and governmental approval.
You are solely responsible for determining whether Your access to and use of the Solutions and Controlled Technology complies with applicable export and sanctions laws. Vali Cyber shall have no obligation to provide any authorization, license, or assurance with respect to such compliance. Any breach of this Section constitutes a material breach of this License Agreement and may result in immediate termination.
11. TAXES.
You acknowledge that all amounts paid or payable to Vali Cyber are in full without offset or deduction for taxes (including any withholding tax) or customs duties. In addition, You acknowledge that You are responsible for and will pay any sales, withholding, use, property, excise, service, value-added or similar transaction taxes and customs duties, however designated or levied, based on amounts paid to Vali Cyber, collectively the “Taxes”. You confirm that any applicable direct pay permits or Vali Cyber tax-exempt certificates have been provided to Vali Cyber. You acknowledge that if Vali Cyber is required to pay Taxes, you will reimburse Vali Cyber for such amounts. And You hereby agree to indemnify Vali Cyber for any “Taxes” and related costs (including advisory costs), interest and penalties paid or payable by Vali Cyber.
12. TERMINATION.
This License Agreement shall terminate upon Your breach of any term contained herein. Upon termination, You shall immediately stop using and destroy all copies of the Licensed Software.
13. NOTICES.
Any legal or communication required or permitted to be given hereunder must be in writing, signed or authorized by the party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as identified in the License Instrument or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered. Notice is effective on the earlier of 5 days from being deposited for delivery or the date on the confirmed email or courier receipt.
14. SURVIVAL.
The following provisions of this License Agreement survive termination of this License Agreement: Definitions, License Restrictions and any other restrictions on use of intellectual property, Ownership/Title/Feedback, Warranty Disclaimer, No Guarantee, Limitation of Liability, U.S. Government Restricted Rights, Export Regulation, Survival, and General.
15. PRIVACY; DATA PROTECTION.
From time to time, the Licensed Software may collect certain information from the device on which it is installed, which may include:
(i) Information regarding installation of the Licensed Software. This information indicates to Vali Cyber whether installation of the Licensed Software was successfully completed and is collected by Vali Cyber for the purpose of evaluating and improving Vali Cyber’s product installation success rate. This information will not be correlated with any personally identifiable information.
(ii) With respect to machine-generated data, such as metadata derived from tasks, file execution, commands, resources, network telemetry, executable binary files, macros, scripts, and processes, Vali Cyber uses such data to: (i) analyze, characterize, attribute, warn of, and/or respond to threats against You and other users, (ii) analyze trends and performance, (iii) improve the functionality of, and develop, Vali Cyber’s products and services, and enhance cybersecurity. You hereby acknowledge and consent to this usage. Vali Cyber will not correlate this with any personally identifiable information.
(iii) For malware, spyware, virus, worm, Trojan horse, or other potentially malicious or harmful code or files, URLs, DNS data, network telemetry, commands, processes or techniques, metadata, or other information or data, in each case that is potentially related to unauthorized third parties associated therewith, Vali Cyber uses such data to: (i) analyze, characterize, attribute, warn of, and/or respond to threats against You and other users, (ii) analyze trends and performance, (iii) improve the functionality of, and develop, Vali Cyber’s products and services, and enhance cybersecurity. You hereby acknowledge and consent to this usage. Vali Cyber will not correlate these files or information with any personally identifiable information.
(iv) Other information used for purposes of analyzing and improving the functionality of Vali Cyber’s products. You hereby acknowledge and consent to this usage. This information will not be correlated with any personally identifiable information.
16. GENERAL.
16.1. ASSIGNMENT. You may not assign the rights granted hereunder or this License Agreement, in whole or in part and whether by operation of contract, law or otherwise, without Vali Cyber’s prior express written consent. Any attempted assignment in violation of this paragraph is void.
16.2. COMPLIANCE WITH APPLICABLE LAW. You are solely responsible for Your compliance with, and You agree to comply with, all applicable laws, rules, and regulations in connection with Your use of the Licensed Software.
16.3. AUDIT. An auditor, selected by Vali Cyber and reasonably acceptable to You, may, upon reasonable notice and during normal business hours, but not more often than once each year, inspect Your records and deployment in order to confirm that Your use of the Licensed Software complies with this License Agreement and the applicable License Instrument. Vali Cyber shall bear the costs of any such audit, except where the audit demonstrates that the Manufacturer’s Suggested Reseller Price (MSRP) value of Your non-compliant usage exceeds five percent (5%) of the MSRP value of Your compliant deployments. In such case, in addition to purchasing appropriate licenses for any over-deployed Licensed Software, You shall reimburse Vali Cyber for the auditor’s reasonable actual fees for such audit.
16.4. GOVERNING LAW; SEVERABILITY; WAIVER. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth or Virginia, without regard to its choice of law provisions, and any action arising under or relating to the Agreement shall lie within the exclusive jurisdiction of the State and Federal Courts located in Albemarle County, Virginia. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply. Notwithstanding the foregoing, each party reserves the right to file a suit or action in any court of competent jurisdiction as such party deems necessary to protect its intellectual property rights and, in Vali Cyber’s case, to recoup any payments due. If any provision of this License Agreement is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this License Agreement shall remain in full force and effect. A waiver of any breach or default under this License Agreement shall not constitute a waiver of any other subsequent breach or default.
16.5. THIRD PARTY PROGRAMS. This Licensed Software may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses. Third Party Programs are licensed under the applicable open source, free software or other third party license, not this License Agreement. This License Agreement does not alter any rights or obligations You may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Third-Party Programs.
16.6 FORCE MAJEURE. Neither party shall be liable for, nor shall either party be considered in breach of these Terms due to, any failure to perform its obligations under these Terms (other than its payment obligations) as a result of a cause beyond its control, including but not limited to, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including an upstream server block and Internet or other networked environment disruption or outage), power or other utility, labor problem, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented with reasonable care. The party experiencing a force majeure event, shall use commercially reasonable efforts to provide notice of such to the other party.
16.7. ENTIRE AGREEMENT. This License Agreement and any related License Instrument are the entire agreement between You and Vali Cyber relating to the Licensed Software and supersede any previous or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This License Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by You, even if signed and returned. This License Agreement may only be modified by a License Instrument that accompanies or follows this License Agreement.