CUDA End User License Agreement

License. EEL grants to Licensee a limited, non-exclusive, non-transferable, and non-sublicensable license, during the Term and for the number of users for which Licensee has paid or that EEL has otherwise agreed in writing to provide, to (a) access and use CUDA as hosted by or for EEL, and (b) install and use CUDA Mobile on mobile devices owned or controlled by Licensee or its users, in each case solely for Licensee’s internal business purposes and solely in accordance and strict compliance with the terms and conditions of this Agreement. Upon termination of the Agreement, except as provided in the Data and Security section for the export of Licensee Data, Licensee shall immediately cease all access to and use of, and destroy all copies in its possession, custody, or control of, CUDA and the Documentation.

LIMITED WARRANTY. EEL warrants that CUDA will perform materially in accordance with the Documentation during the Term. If CUDA does not, Licensee shall notify EEL in writing, describing the nonconformity, and EEL will use commercially reasonable efforts to correct it. If EEL does not correct the nonconformity within 30 days after receiving Licensee’s notice, either party may terminate this Agreement by notice to the other, and EEL will refund any prepaid fees for the period after termination. This warranty does not apply to nonconformities caused by Licensee Systems, CUDA Output, third-party data or services (including map data and CUDA Connect), or use of CUDA other than in accordance with this Agreement and the Documentation. This section states Licensee’s sole and exclusive remedy, and EEL’s sole obligation, for any failure of CUDA to perform as warranted. The limitations of liability in this Agreement apply even if this remedy fails of its essential purpose.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CUDA IS (AND SERVICES PROVIDED IN CONNECTION WITH CUDA ARE) PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND DEFECTS, AND WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND EEL HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EEL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT CUDA WILL MEET THE LICENSEE’S REQUIREMENTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT ANY CUDA OUTPUT WILL BE ACCURATE, COMPLETE, OR TIMELY, OR WILL BE DELIVERED OR TRANSMITTED, OR THAT ANY ROUTE IS LEGAL, SAFE, OR SUITABLE FOR ANY VEHICLE. NO STATEMENT BY EEL, WHETHER ORAL OR WRITTEN, INCLUDING ON EEL’S WEBSITE OR IN ITS MARKETING MATERIALS, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

RESTRICTIONS. Except as expressly permitted in this Agreement, Licensee shall not, nor permit any third party to: copy, modify, alter, tamper with, correct, adapt, translate, enhance, or prepare derivatives or improvements of, CUDA; rent, lease, lend, sell, license or sublicense, assign, distribute, publish, transfer, or make available, CUDA (in whole or in part) to or for any third party; reverse engineer, disassemble, decompile, decode, or attempt to derive or gain access to the source code of, CUDA; bypass or breach any security device or protection; remove, delete, alter, obscure, translate, combine, or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or intellectual property or proprietary rights notices or other symbols, notices, marks, on or relating to any copy of CUDA or the Documentation; combine or incorporate CUDA (or any part) with or in any other software or program, other than through integrations and application program interfaces that EEL makes available for that purpose; use CUDA in violation of applicable law; use CUDA other than in strict conformance with this Agreement and the Documentation; or use CUDA or the Documentation for benchmarking or competitive analysis; or, access or use CUDA or the Documentation in order to build any product or service competitive with, or that copies or emulates any feature or function of, CUDA.

RESPONSIBILITY FOR USE. Licensee is responsible and liable for all uses of CUDA through access by or through Licensee Systems or Licensee’s login credentials, directly or indirectly, to the same extent as Licensee directly committed such conduct, whether such access or use is permitted by or in violation of this Agreement. Licensee shall promptly notify EEL of any unauthorized access to or use of CUDA or Licensee’s login credentials.

NAVIGATION AND ROUTING. Routes, directions, height, weight, axle, and other restriction data, and any other navigation or location information provided through CUDA, including map data or route information from third-party providers, are for planning reference only and may be inaccurate or out of date. Driving can be dangerous. Licensee shall cause its drivers to obey all traffic laws, posted signs, and restrictions, to follow road conditions and posted signs where they differ from the directions provided through CUDA, not to interact with CUDA Mobile while their vehicle is moving except through hands-free features where permitted by Law, and to use their own judgment at all times. Licensee is solely responsible for the operation of its vehicles, the conduct of its drivers, and the cargo it carries.

CUDA Mobile. CUDA Mobile is licensed to Licensee under this Agreement. Each individual user of CUDA Mobile must also accept EEL’s then-current CUDA Mobile Terms and Conditions, and Licensee shall cause its users to comply with them. Use of CUDA Mobile is subject to payment of the applicable license fees as set forth on the Order Form. Any breach of the CUDA Mobile Terms and Conditions by a user of Licensee is a breach of this Agreement.

LOCATION DATA. CUDA Mobile collects and transmits the location of the devices on which it is used at all times, including when CUDA Mobile is closed or running in the background, unless the user limits location access in the device settings, along with delivery information captured by users, such as photos, signatures, arrival and departure times, time on location, and geofencing data, so that Licensee can dispatch, track, and confirm deliveries and share shipment status with its customers. Licensee shall (a) give each of its users all notices, and obtain from each of them all consents, required by applicable Law for that collection, transmission, and use, including under any Law governing the electronic monitoring of employees or contractors, regardless of any consent a user gives EEL under the CUDA Mobile Terms and Conditions, and (b) use location data only for lawful business purposes.

proprietary rights. Licensee acknowledges that CUDA and the Documentation contain confidential information and trade secrets of EEL and its licensors. Licensee agrees that CUDA and the Documentation are provided under license, and EEL owns and shall retain all right, title and interest in and to all EEL Proprietary Rights and, except for the license, Licensee shall not assert, impose, or maintain, and hereby disclaims, any right, title, and interest, encumbrances or other rights, in or to the EEL Proprietary Rights. EEL reserves and shall retain all rights, except as expressly granted to Licensee in this Agreement. Licensee shall use all reasonable efforts to safeguard CUDA (including all copies). As between the parties, Licensee owns the Licensee Data, subject to EEL’s rights under the Data and Security section.

AUDIT RIGHTS. EEL may monitor Licensee’s use of CUDA within CUDA at any time. EEL may also, at any time during the Term, upon reasonable written notice and during Licensee’s normal business hours, audit Licensee’s use of CUDA as reasonably necessary to confirm that Licensee is using CUDA in accordance with the terms and conditions of this Agreement. EEL may use a third-party organization reasonably acceptable to Licensee to assist EEL in conducting such an audit. Licensee will cooperate with EEL in such audit and will promptly make available to EEL all information and materials reasonably required by EEL to conduct such an audit. If monitoring or an audit shows that Licensee has more users than it has paid for or that EEL has otherwise agreed in writing to provide, Licensee shall pay for the additional users at the rates set forth in the Order Form from the date of first use.

API USAGE. EEL may, but shall not be required to, provide or make available APIs and related API documentation to allow certain integrations of CUDA with the products or services of Licensee or other third parties. Licensee shall keep any API keys or other credentials issued to it confidential and secure, and may use the APIs only to access data and functions that Licensee is permitted to access through CUDA. Licensee is responsible for any third party that it permits to connect to CUDA through an API or other integration, and for that third party’s compliance with this Agreement. EEL may suspend any API key or integration that EEL reasonably believes poses a security risk, violates applicable Laws, or breaches this Agreement. EEL may change or discontinue any API upon 30 days’ notice to Licensee and has no liability to Licensee for any change to, or unavailability or suspension of, any API. EEL may, but shall have no obligation to, assist or provide services to Licensee in connection with the integration of Licensee’s systems and applications, all of which shall be Licensee’s expense.

THIRD-PARTY INTEGRATIONS. CUDA may connect to third-party products and services, including QuickBooks Online through CUDA Connect and forwarder APIs or EDI (“Third-Party Services”). Licensee authorizes EEL to access and exchange Licensee Data with the Third-Party Services Licensee connects to CUDA. Licensee may withdraw this authorization by disconnecting a Third-Party Service, and EEL will then stop accessing it. EEL does not control and is not responsible for any Third-Party Service, including its availability, outages, changes, or discontinuation, or for data after it is transmitted to a Third-Party Service. EEL does not warrant that data synced between CUDA and a Third-Party Service will be complete, accurate, timely, or free of duplicates or errors, and Licensee is responsible for reconciling its own accounts and records as provided in the Licensee Responsibilities section. EEL may modify, suspend, or discontinue any integration, including if the provider changes or ends its service or terms.

ACKNOWLEDGEMENT. Licensee acknowledges and agrees that except for EEL’s obligations under this Agreement with respect to the security of CUDA, Licensee is solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or processed by CUDA. During the Term, Licensee may export Licensee Data as permitted by the functionality of CUDA. Licensee will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of use of CUDA.

DATA AND SECURITY. Licensee shall be solely responsible for, and will retain sole control over the operation, maintenance, and management of, and access to and use of the Licensee Systems, including: implementation and maintenance of sufficient physical, administrative, and technical controls; screening and security procedures with respect to the security and integrity of the Licensee Systems; and, any and all data backups and redundant data archives with respect to Licensee Data. As between the Parties, Licensee shall be solely responsible for, and shall have sole and exclusive liability in connection with: its (and its data suppliers’) collection, compiling, and/or maintenance of the Licensee Data including, obtaining and maintaining necessary rights and permissions; and complying with all federal, state, provincial, local laws, statutes, rules, court orders, regulations and ordinances of the United States or any other nation or international treaty or Law (“Law(s)”) in the collection, compiling, maintenance, security, uploading, entry, and processing of the Licensee Data. Licensee represents and warrants to EEL that Licensee owns or otherwise has all necessary rights, title, and interest in and to the Licensee Data, including, any and all necessary consents and permissions; and, in Licensee’s collection, compiling, and/or maintenance of the Licensee Data, Licensee has complied with and during the Term will continue to comply with its privacy policy, the applicable contracts and agreements to which it is a party, and any and all Laws, including without limitation, all Laws regarding the privacy and/or security of personal or financial data. Licensee grants EEL and its service providers a non-exclusive, worldwide, royalty-free license during the Term and for any period during which EEL retains Licensee Data under this Agreement to host, copy, transmit, process, and display Licensee Data as necessary to provide CUDA and related services and to comply with Law. EEL may collect and use data about the use and performance of CUDA and may aggregate and de-identify Licensee Data so that it does not identify Licensee or any individual and use and disclose that aggregated and de-identified data for any lawful purpose, during and after the Term. EEL will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Licensee Data in its possession. To the extent required by applicable Law, EEL will delete Licensee Data at Licensee’s request. For 30 days after termination of this Agreement, Licensee may export Licensee Data through CUDA or by request to EEL; after that period EEL may delete it.

PERSONAL INFORMATION. To the extent Licensee Data includes personal information, EEL processes it on Licensee’s behalf, as a service provider or processor, to provide CUDA and related services, and will not sell or share it, or retain, use, or disclose it outside the direct business relationship between EEL and Licensee, except as permitted by applicable Law. EEL may use subprocessors, including hosting, authentication, mapping and geolocation, payment and communications providers, and is responsible for their compliance with this paragraph. EEL will provide Licensee a current list of its subprocessors upon request. EEL will notify Licensee without undue delay after becoming aware of a breach of security leading to unauthorized access to that personal information.

Indemnity. Licensee shall indemnify, defend, and hold harmless EEL, its affiliates, and their representatives, successors and assigns, from and against all claims, demands, suits, actions, losses, damages, liabilities, expenses, judgments, encumbrances, orders, fines, penalties and awards, including attorneys’ fees, expert witness fees, and court costs in connection with any third party claims arising out of or related to: Licensee’s collection, compiling, and/or maintenance of the Licensee Data, and Licensee’s use of the Licensee Data; Licensee’s breach of this Agreement, or violation of Law; the operation of Licensee’s vehicles and the acts and omissions of its drivers and other users; Licensee’s or its users’ reliance on CUDA Output, including claims arising from EEL’s negligence in generating or transmitting CUDA Output; and any claim by any of Licensee’s users arising out of or relating to CUDA, including the collection or use of location or other data about that user and claims arising from EEL’s negligence, except to the extent caused by EEL’s gross negligence or willful misconduct. EEL may, at its election, control the defense of any claim at Licensee’s expense. If Licensee controls the defense of a claim, Licensee may not settle the claim in a manner that imposes any obligation or admission on EEL without EEL’s prior written consent, and EEL may participate with counsel of its choice at Licensee’s expense. Licensee waives, and shall cause its insurers to waive, any right of subrogation against EEL for claims arising out of or relating to CUDA, to the extent the waiver does not invalidate Licensee’s insurance.

FEEDBACK AND USAGE. If Licensee provides feedback to EEL concerning the features and functionality of CUDA, all such feedback will be the sole and exclusive property of EEL and may be used or incorporated by EEL into CUDA without royalties or consideration of any kind. Licensee hereby irrevocably assigns to EEL all of Licensee’s right, title, and interest in and to all feedback including all intellectual property rights. Licensee will not earn or acquire any rights or licenses in CUDA or in any EEL Proprietary Rights on account of this Agreement or Licensee’s performance under this Agreement other than the license expressly granted in this Agreement.

Limitations on Damages. In no event will EEL or its affiliates, or any of its or their respective licensors or service providers, be liable to Licensee or any third party for any use, interruption, delay, or inability to use CUDA; lost revenues or profits; delays, interruption, or loss of services, business, or goodwill; loss or corruption of data; loss resulting from system or system service failure, malfunction, or shutdown; failure to accurately transfer, read, or transmit information; failure to update or provide correct information; system incompatibility or provision of incorrect compatibility information; or breaches in system security; or for any consequential, incidental, indirect, exemplary, special, or punitive damages, whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not EEL knew, should have known, or was advised of the possibility of such damages. Without limiting the foregoing, and whether the damages are direct or indirect, EEL will not be liable for any of the following arising from CUDA Output or its transmission or failure to transmit, including where caused by EEL’s negligence: (a) storage, demurrage, detention, per diem, accessorial, and similar charges; (b) fines and penalties; (c) misdeliveries, misshipments, delays, and missed deadlines; and (d) lost, unbilled, or uncollected receivables. The foregoing limitations shall apply even if the Licensee’s remedies under this Agreement fail of their essential purpose. EEL will have no liability as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any data as specifically required of Licensee by the terms of this Agreement.

CONFIDENTIAL INFORMATION. Licensee will: (a) hold the Confidential Information in strict confidence, and exercise the same degree of care, but no less than reasonable care, as it uses to safeguard the confidentiality and avoid the unauthorized use, disclosure, or dissemination of its own confidential and proprietary information; and (b) not, without the prior written consent of EEL: (i) use, or permit use of, the Confidential Information for anything other than Licensee’s use of CUDA under this Agreement; or (ii) disclose, reveal, communicate, or permit access to, Confidential Information to any Person, directly or indirectly, by any means. However, Licensee may disclose Confidential Information to those of its representatives who have a bona fide need to know such information for Licensee’s use of CUDA, who are informed by Licensee of the confidential nature of the Confidential Information, and who have agreed to comply with the obligations of Licensee under this Agreement. Licensee will cause its representatives to comply with the provisions of this Agreement. The acts or omissions of the representatives of Licensee shall be deemed the acts or omissions of Licensee and Licensee will be liable to EEL for any breach of this Agreement by the representatives of Licensee. Licensee will immediately report any violation of this provision to EEL and shall employ all reasonable means to mitigate any damages or losses that EEL may incur as a result of any such violation.

TERM, RENEWAL, AND TERMINATION. This Agreement begins on the Effective Date and continues for the initial term selected on the Order Form. This Agreement then renews automatically for successive renewal terms of the same length unless either party gives the other notice of non-renewal at least 30 days before the end of the then-current term (the initial term and all renewal terms, the “Term”). If EEL gives notice of an increase in license fees, Licensee may give notice of non-renewal at any time before the increase takes effect. Either party may terminate this Agreement if the other party materially breaches it and does not cure the breach within 10 days after notice. EEL may suspend Licensee’s access to CUDA, in whole or in part, without liability, while any amount owed by Licensee is more than 10 days overdue, or if EEL reasonably believes that Licensee’s use of CUDA poses a security risk, violates Law, or breaches this Agreement. If Licensee selected a term billed monthly at a discount and this Agreement ends before the end of that term for any reason other than termination under the Limited Warranty section or Licensee’s termination for EEL’s uncured material breach or before an amendment takes effect, Licensee shall pay EEL, as an early termination fee, the total discount Licensee received during that term. The parties agree that EEL’s loss from early termination would be difficult to calculate, that this fee is a reasonable estimate of that loss, and that it is not a penalty. Termination does not relieve Licensee of fees accrued before termination, and fees paid are not refundable, except as expressly provided in this Agreement. Provisions that by their nature should survive termination survive it, including those governing restrictions, proprietary rights, data, indemnity, feedback, limitations on damages, confidentiality, and disputes.

DEFINITIONS. As used in this Agreement:

“Confidential Information” means CUDA, its features, feedback, related technical information identified as confidential or the results of any performance or functional evaluation or test of CUDA and all other information of EEL, or its affiliates, provided to or otherwise received, obtained, or accessed by Licensee, before or after the date of this Agreement – through whatever means or medium, whether in oral, graphic, or written form – that: is marked, designated, or referred to as confidential or proprietary, or with words of similar import; or Licensee knows, or reasonably should know, is treated as confidential, proprietary, or the like, by EEL.

“CUDA Output” has the meaning given in the Licensee Responsibilities section of the Order Form.

“Documentation” means the technical documentation, manuals, and guides that describe the installation, functionality, and/or use of CUDA.

“EEL Proprietary Rights” means all works of authorship, copyrights, inventions, patent rights and other rights of inventorship, rights in trademarks, service marks and other indicia of source, rights in trade secrets and proprietary information, rights in data and compilations of data, and all other intellectual property and proprietary rights of any type under applicable Law, as well as all rights in registrations and applications for registration of these rights and all licenses to these rights that are: owned, acquired or developed by (or by a third party on behalf of) EEL or its affiliates, including without limitation, with respect to CUDA and the Documentation, all software and data owned, licensed, leased or made available by EEL or its affiliates, and all modifications, enhancements and derivative works in, of or to any of the foregoing, whether conceived, invented, created or developed by EEL, Licensee, or any third party, solely or jointly. For clarity, EEL Proprietary Rights also includes any customization or development work performed by EEL pursuant to an EEL Custom Work Agreement, or otherwise, by or for the benefit of Licensee.

“Licensee Data” means data of Licensee uploaded to, entered into, collected through, or otherwise processed through CUDA by or for Licensee, including data about Licensee’s customers, shipments, vehicles, and users.

“Licensee Systems” means Licensee’s information technology infrastructure, including computers, software, hardware, databases, systems (including database management systems), and networks, whether operated directly by a party or through third party services.

“Party” means EEL or Licensee, and “Parties” means both of them. “Person” means any individual, entity, or governmental authority.

GOVERNING LAW AND DISPUTES.

Governing Law. This Agreement is governed by the laws of the State of Colorado, without regard to any conflict of law rules that would result in the laws of any other jurisdiction governing this Agreement.

Agreement to Arbitrate. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement or CUDA (a “Dispute”) will be resolved by final and binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator with experience in software or technology contracts. The arbitration will be held in Denver, Colorado, or by video conference if the Parties agree. The Parties will keep the arbitration and any award confidential, except as needed to enforce the award or as required by Law. Judgment on the award may be entered in any court of competent jurisdiction. This agreement to arbitrate is governed by the Federal Arbitration Act. If any of Licensee’s users brings a claim against EEL arising out of or relating to CUDA, EEL may join Licensee in that proceeding, including in an arbitration under the CUDA Mobile Terms and Conditions, or bring its related claims against Licensee, including for indemnity, in the same forum.

No Class Actions. Disputes may be brought only on an individual basis, and not as a plaintiff or class member in any class, collective, or representative action.

Exceptions. EEL may bring an action in any court of competent jurisdiction to collect unpaid license fees or other amounts owed by Licensee under this Agreement, and either Party may seek injunctive or other equitable relief in court as provided in the General section below.

Courts and Jury Waiver. Any Dispute not subject to arbitration will be brought exclusively in the federal or state courts located in the City and County of Denver, Colorado, and each Party consents to the exclusive jurisdiction of those courts for such purposes. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.

General. Licensee may not assign this Agreement or any rights under this Agreement without EEL’s prior written consent, and EEL may assign this Agreement without Licensee’s consent. EEL will not be responsible or liable to Licensee, or any other person, or deemed in default or breach of this Agreement by reason of any failure or delay in the performance of its obligations under this Agreement where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee Systems, failures or outages of the internet or of hosting, cloud, telecommunications, or other third-party service providers, loss and destruction of property, or any other circumstances or causes beyond EEL’s reasonable control. Except for amendments to the Terms and Conditions made by EEL as provided on the Order Form, this Agreement, and its terms, may not be waived, or modified, in whole or in part, except in a written document signed by a duly authorized representative of the Party to be bound. This Agreement binds and inures to the benefit of the Parties and their successors and permitted assigns. The Parties acknowledge and agree that a breach of this Agreement by either Party may result in immediate, irreparable and continuing damage to the non-breaching Party for which there will be no adequate remedy at law; and agree that in the event of any such breach or violation or any threatened or intended breach or violation of this Agreement, the non-breaching Party, its successors and assigns, will be entitled to temporary, preliminary and permanent injunctive relief enjoining and restraining such breach or violation or such threatened or intended breach or violation and/or other equitable relief (without needing to post any bond or other security) in addition to such other and further relief as provided for at law and in equity. Except as expressly stated herein, all rights and remedies under this Agreement are cumulative and not exclusive. If any provision of this Agreement is found unenforceable, that provision will be enforced to the maximum extent permitted, and the rest of this Agreement will remain in effect. This Agreement, including all general terms pages, all attached appendices, exhibits, and schedules, and any other document expressly incorporated by reference, constitutes the entire agreement between the Parties. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Any and all prior agreements or representations respecting the subject matter of this Agreement, whether written or oral, expressed or implied, are terminated and of no further effect. If there is a conflict among them, the following documents control in this order: an amendment or order signed by both Parties, the Order Form and these Terms and Conditions, and the EEL Custom Work Agreement. EEL may give notices to Licensee by email to the address on the Order Form or associated with Licensee’s account, or through CUDA; Licensee must give notices to EEL at the address or email on the Order Form, as updated by EEL by notice. Licensee shall not export, re-export, or provide access to CUDA in violation of U.S. export control or sanctions laws, or to any Person on a U.S. government restricted-party list. This Agreement may be accepted electronically and signed in counterparts. CUDA is licensed to Licensee only. No user, driver, or other third party is a beneficiary of this Agreement or may enforce it. Licensee’s rights against EEL are those stated in this Agreement and are not affected by the CUDA Mobile Terms and Conditions.