*** IMPORTANT ***
PLEASE READ CAREFULLY BEFORE YOU JOIN 
THE RAPIDMINER EXTENSION MARKETPLACE

THIS DOCUMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN RAPIDMINER, INC. (“RAPIDMINER”) AND YOU (THE “USER”).  THE RAPIDMINER MARKETPLACE (THE “MARKETPLACE”) IS THE EXCLUSIVE PROPERTY OF RAPIDMINER AND IS PROTECTED BY UNITED STATES AND INTERNATIONAL INTELLECTUAL PROPERTY LAWS.  RAPIDMINER IS ONLY WILLING TO HAVE YOU PARTICIPATE IN THE MARKETPLACE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ANY USE OF THE MARKETPLACE OUTSIDE OF THE SCOPE OF SUCH TERMS AND CONDITIONS IS PROHIBITED.

BY CLICKING ON THE “ACCEPT” BUTTON AT THE END OF THIS DOCUMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  FURTHERMORE, YOU REPRESENT THAT 
YOU ARE OF LEGAL AGE ACCORDING TO THE LAW APPLICABLE TO YOU AND ARE NOT OF LIMITED CONTRACTUAL CAPACITY.  IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, OR DO NOT HAVE FULL CAPACITY TO CONTRACT, DO NOT CLICK THE “ACCEPT” BUTTON OR PROCEED TO JOIN THE MARKETPLACE.

IF YOU ARE JOINING THE MARKETPLACE IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A COMPANY OR ORGANIZATION, THEN ANY REFERENCES TO THE “USER” IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY AND NOT TO YOU IN YOUR PERSONAL CAPACITY.  YOU WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND THE USER.  IF YOU ARE NOT SO AUTHORIZED, THEN NEITHER YOU NOR THE USER MAY USE THE MARKETPLACE IN ANY MANNER WHATSOEVER.
1.    Definitions
    The following terms are defined for the purposes of this Agreement as follows:

1.1    “Applicable Laws” shall have the meaning established by Section 4.2.
1.2    “Buyer” shall mean any Participant that uses the Marketplace to license an Extension from a Seller. RapidMiner may also act as a Buyer.
1.3    “Confidential Information” shall have the meaning established by Section 6.1.
1.4    “Content” shall mean any data, meta-data or other information submitted to the Marketplace or directly to RapidMiner by any Participant.
1.5     “Extension” shall mean a software component that is designed to interoperate with, and extend the functionality of, the Software. Extensions may take the form of  new operators, UI components, accelerators, connection types, or any other software component that extends or enhances the Software.
1.6    “Marketplace” shall mean the online market for Extensions that RapidMiner hosts at http://marketplace.rapidminer.com.
1.7    “Marketplace Analytics” shall have the meaning established by Section 2.6.
1.8    “Participant” shall mean any participant in the Marketplace (including User), whether such Participant is acting as a Buyer, a Seller, or otherwise.  Unless the context clearly indicates otherwise, the term “Participant” shall not be deemed to include RapidMiner, even if RapidMiner is acting in the capacity of either a Buyer or a Seller.
1.9    “Privacy Laws” shall mean all notices, laws, rules, regulations, orders, and other requirements of any applicable governmental agency or regulatory body that are related to the privacy, integrity or security of Private Content or any other private or personal information. 
1.10    “Private Content” shall mean (i) any fields or other information prompted for by the Marketplace that are designated as private or confidential information, (ii) any personally identifiable information, and (iii) any other information as to which a Participant has a reasonable expectation of privacy.
1.11    “Public Content” shall mean any Content that does not qualify as Private Content.
1.12    “RapidMiner Proprietary Material” shall include the Marketplace, the Marketplace Analytics, the Software, any Extensions as to which RapidMiner is the Seller, and all RapidMiner Confidential Information. 
1.13    “Seller” shall mean any Participant that uses the Marketplace to market or distribute an Extension.  RapidMiner may also act as a Seller.
1.14    “Software” shall mean RapidMiner’s “RapidMiner” product (in all of its editions), as well as any other software that RapidMiner makes generally available from time to time.
1.15    “Third-Party Service” shall mean any website, product or service (including without limitation, an Extension) offered by a person or entity other than RapidMiner.
1.16     “User” shall mean the party that enters into this Agreement, as a counter-party to RapidMiner.
1.17    “User Content” shall mean Content that is provided by User.
2.    Marketplace
2.1    General.  Unless expressly provided otherwise, the terms and conditions of this Agreement are intended to govern the participation of all Participants in the Marketplace, regardless of their role.  More specifically, the terms and conditions of this Agreement apply to User, whether User is acting as a Buyer, a Seller, or both.
2.2    License.  Subject to the terms and conditions of this Agreement, RapidMiner hereby grants User a non-exclusive, non-transferable, non-sublicensable right and license to use the Marketplace solely for its own internal use.
2.3    Reservation of Rights.  Nothing in this Agreement shall be deemed to grant User, either directly or by implication, estoppel, or otherwise, any license or rights other than those expressly granted in Section 2.2 of this Agreement.  By virtue of this Agreement, User acquires only the right to use the Marketplace and does not acquire any other rights or ownership interests.  RapidMiner reserves all rights to the Marketplace not expressly granted to User under this Agreement
2.4    Restrictions on Use.  User shall comply with all reasonable instructions and policies of RapidMiner regarding the Marketplace, including without limitation, those set forth in Section 4, below.
2.5    Availability.  User acknowledges that RapidMiner makes the Marketplace available in its sole discretion, and RapidMiner retains sole discretion to determine all features, Participants and operational details of the Marketplace.  Without limiting the generality of the foregoing, User acknowledges that the Marketplace is not subject to any uptime or service-level commitments.  Furthermore, RapidMiner may elect to remove one or more Participants (including User) from the Marketplace, or discontinue the Marketplace outright, at any time, in its sole discretion.
2.6    Data Mining.  Subject to Section 3.2 and any applicable Privacy Laws, RapidMiner may collect and analyze aggregated information regarding the Marketplace and its Participants (“Marketplace Analytics”), and may use such Marketplace Analytics to improve the operation of the Marketplace, to improve the Software, or for any other lawful purpose, without restriction.
2.7    Relationship between Buyer and Seller.  RapidMiner is not a party to any contract concluded between a Buyer and a Seller with respect to any Extension, unless RapidMiner itself is acting as a Buyer or Seller of such Extension.  RapidMiner shall have no obligation to adjudicate or otherwise become involved in any dispute between Participants.  User hereby expressly waives any right that it might otherwise have to interplead, join, or otherwise compel RapidMiner’s involvement in any legal proceeding between User and any other Participant.
2.8    Software.  This Agreement grants User no rights to use the Software itself.  Any such rights are granted only by the software license agreement that User entered into (whether by signature or by “click-through”) at the time of procuring the Software (the “SLA”).   In no event shall User’s participation in the Marketplace modify any rights or responsibilities that User has with respect to the Software, whether pursuant to the SLA or otherwise.  Without vitiating any warranties provided by the SLA with respect to User’s use of the Software on a stand-alone basis, RapidMiner makes no representations or warranties as to the inter-operation of the Software with any particular Extension.
2.9    Extensions.  RapidMiner has no responsibility for any Extension that User procures through the Marketplace (unless RapidMiner is the Seller of such Extension).  Specific Sellers may offer warranties, support, or undertake other obligations to User with respect to specific Extensions, but in no event shall RapidMiner be responsible for fulfilling any such obligations, or for ensuring that the Seller does so.
2.10    Content.  RapidMiner has no responsibility for the accuracy, legality, or any other aspect of the Content hosted on the Marketplace.  If User has a claim with respect to the Content provided by any Participant, User should pursue that claim directly with such Participant.
2.11    Third-Party Services.  User acknowledges that User’s use of the Marketplace may expose User to Third-Party Services, including without limitation, the websites of any Seller that User may interact with in the process of procuring and/or using an Extension.  RapidMiner has no responsibility for any Third-Party Service, and User uses any Third-Party Service solely at its own risk and discretion. 
2.12    Enforcement.  RapidMiner generally does not pre-screen, verify, edit, monitor or moderate the Content posted to the Marketplace by Participants, but RapidMiner may do so from time to time in RapidMiner’s sole discretion.  RapidMiner reserves the right to investigate any violation of this Agreement and to take appropriate remedial action. Any violation of this Agreement may result in the suspension or termination of User’s ability to use or participate in the Marketplace.  RapidMiner reserves the right to enforce this Agreement at RapidMiner’s sole discretion, including, but not limited to, warning Participants of violations, disabling or suspending privileges and/or access, deleting, screening or editing any Content, or prohibiting any behavior that does not comply with this Agreement or which RapidMiner otherwise deems inappropriate, harmful, objectionable or inaccurate.  Deliberate attempts by User to evade or circumvent the suspension or termination of User’s participation in the Marketplace violates this Agreement, constitutes an unlawful trespass to RapidMiner’s equipment and systems, and may result in legal action.  RapidMiner may release information concerning User’s use of the Marketplace (including User Content and usage data) when RapidMiner believes, in its sole discretion, that such release is appropriate (i) to comply with the law (e.g., pursuant to a subpoena, warrant or court order), (ii) to enforce or apply this Agreement, (iii) to protect RapidMiner’s rights or property, (iv) to protect against fraudulent, abusive or unlawful use or participation in the Marketplace, or (v) if RapidMiner reasonably believes that a situation involving imminent danger of death or serious bodily injury to any person requires such disclosure.
3.    Content
3.1    License.  Subject to the other terms and conditions of this Agreement (including without limitation, Sections 3.2 and 6 hereof) User hereby grants RapidMiner a worldwide, non-exclusive, sublicensable (through multiple tiers), perpetual, irrevocable, fully paid-up and royalty-free right and license to duplicate, distribute, create derivative works of, publicly display, perform and otherwise use the User Content, and to otherwise exercise any and all copyright, publicity, trademark, and database rights and other intellectual property rights in the User Content, in any media now known or developed in the future, for any purpose reasonably related to the operation of the Marketplace.  Further, to the fullest extent permitted under applicable law, User hereby waives any moral rights it might have in the User Content, and promises not to assert such rights or any other intellectual property or publicity rights against RapidMiner, its sublicensees, or its assignees.
3.2    Private Content.  RapidMiner shall treat all Private Content provided by User as the Confidential Information of User, and shall store and process such Private Content in accordance with both (i) all applicable Privacy Laws and (ii) RapidMiner’s then-current privacy policy, a current copy of which is available at https://rapidminer.com/privacy-policy/.
4.    User Obligations
4.1    General.  In addition to complying with any other applicable terms and conditions of this Agreement, User shall:
a.    Use the Marketplace only for its intended purpose;
b.    Be fully responsible for all User Content;
c.    Use commercially reasonable efforts to prevent unauthorized access to or use of the Marketplace, and notify RapidMiner promptly of any such unauthorized access or use;
d.    Not make Content, Extensions, or the Marketplace itself available to any third party; 
e.    Not alter, modify, or create derivative works of the Marketplace (including by way of framing, mirroring, screen-scraping and the like);
f.    Not benchmark, decompile, or otherwise attempt to reverse-engineer the Marketplace in any way;
g.    Not develop, distribute, promote or otherwise deal in any goods or services that are directly competitive with the Marketplace or the Software; 
h.    Not use any trademark, service mark or logo of RapidMiner without RapidMiner’s express permission; and
i.    Comply with all reasonable instructions and policies of RapidMiner regarding the Marketplace.
4.2    Compliance with Laws.  User shall at all times fully comply with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders (“Applicable Laws”), including, but not limited to:
a.    Laws and regulations governing trade secrets, trademarks, copyrights, patents, and other forms of intellectual or industrial property;
b.    ICANN policies and procedures governing domain names;
c.    All export laws and regulations of the United States and of any other applicable jurisdiction; and 
d.    Any applicable Privacy Laws.
User shall promptly notify RapidMiner upon becoming aware of any violations of any Applicable Laws in connection with this Agreement.

4.3    Acceptable Use.  User shall at all times use the Marketplace solely for the purpose for which it was intended, and in a way that respects the rights of RapidMiner and of all Participants.  Without limiting the generality of the foregoing, User shall avoid any uses of the Marketplace expressly identified in this Section 4.3.
(a)    Disruption.  User shall not disrupt the operations of the Marketplace in any way.  This could include, by way of illustration, but not limitation:
i.    Compromising the integrity of RapidMiner’s systems, including any probing, scanning, or testing of the vulnerability of any system or network that hosts the Marketplace;
ii.    Tampering with, reverse-engineering, or hacking the Marketplace, circumventing any security or authentication measures, or attempting to gain unauthorized access to the Marketplace, an Extension, or any related systems, networks, or data;
iii.    Modifying, disabling, or compromising the integrity or performance of the Marketplace or related systems, network or data;
iv.    Deciphering any transmissions to or from the servers running the Marketplace;
v.    Using “bots” or other automated systems to sends more messages to RapidMiner’s servers than a human could reasonably send in the same period of time by using a normal browser; 
vi.    Consuming an unreasonably large amount of resources (CPU, memory, disk space, bandwidth, etc.), in a way that is unrelated to the purposes for which the Marketplace was designed; or
vii.    Otherwise circumventing, disabling or disrupting any technical measures that RapidMiner uses to administer, protect, or operate the Marketplace.
(b)    Inappropriate Communications.  User shall not communicate with other Participants in an inappropriate manner.  This could include, by way of illustration, but not limitation:
i.    Soliciting other Participants for commercial purposes, unless expressly permitted by RapidMiner; 
ii.    Using the Marketplace to generate or send unsolicited communications, advertising, chain letters, pyramid schemes, or spam;
iii.    Disparaging RapidMiner or RapidMiner’s partners, vendors, or affiliates; or
iv.    Promoting or advertising products or services without appropriate authorization.
(c)    Inappropriate Content.  User shall not post inappropriate Content to the Marketplace.  This could include, by way of illustration, but not limitation, Content that:
i.    User does not have the right to submit;
ii.    Infringes RapidMiner’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property right or proprietary or contractual right;
iii.    Is deceptive, fraudulent, illegal, obscene, vulgar, lewd, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, or hateful;
iv.    Encourages illegal or tortious conduct;
v.    Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition;
vi.    Contains viruses, bots, worms, scripting exploits, or other malware that is intended to disrupt, damage or compromise the functionality of any software, hardware or system;
vii.    Contains meta tags or any other hidden text, including the product names or trademarks of RapidMiner, a Participant, or any third party; or
viii.    Could otherwise cause damage to RapidMiner, a Participant, or any third party.
(d)    Wrongful Activities.  User shall not undertake any wrongful activities.  This could include, by way of illustration, but not limitation:
i.    Misrepresentation of the User’s identity, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with RapidMiner or any third party);
ii.    Using the Marketplace to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information);
iii.    Using the Marketplace to stalk, harass, or post threats against others;
iv.    Accessing or searching any part of the Marketplace by any means other than RapidMiner’s publicly supported interfaces (by way of “crawling”,  “scraping” and the like);
v.    Using the Market to harvest or otherwise collect information about other Participants without their consent;
vi.    Using Content or other information obtained through the Marketplace to solicit or market to any Participant or third party, even if such solicitation or marketing communication takes place outside of the Marketplace; or
vii.    Using the Marketplace for any illegal purpose, or in violation of any laws.
5.    Proprietary Rights
5.1    RapidMiner Proprietary Material.  Except as expressly provided otherwise in this Agreement, RapidMiner shall retain all right, title, and interest in and to the RapidMiner Proprietary Material and any improvements thereto (including without limitation any improvements suggested by User or by User’s usage of the RapidMiner Proprietary Material), as well as any other invention, modification, discovery, design, development, improvement, process, algorithm, software, documentation, formula, data, technique, know-how or other invention, innovation or work of authorship, or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) discovered, conceived of, reduced to practice, authored or otherwise developed by RapidMiner or its agents.
5.2    Extensions.  Subject to any applicable licenses granted by such Seller, each Seller shall retain all right, title, and interest in and to any Extension offered through the Marketplace by such Seller.
5.3    Content.  Subject to any applicable licenses granted by such Participant, each Participant shall retain all right, title, and interest in and to any Content provided by such Participant through the Marketplace.
5.4    Freedom of Action.  This Agreement is non-exclusive.  RapidMiner may accept other Participants to the Marketplace who are direct or indirect competitors of User, and RapidMiner may itself, subject to Section 6 and any applicable intellectual property rights that User may have, develop goods or services that may be competitive with those offered by User.
6.    Confidentiality
6.1    Confidential Information.  The term “Confidential Information” means any information that (i) is not generally known or available to others in the trade or (ii) the disclosing party designates in writing as confidential.  User hereby designates any Private Content provided by User as the Confidential Information of User. RapidMiner hereby designates the following information as the Confidential Information of RapidMiner:
a.    The RapidMiner Proprietary Materials;
b.    The results of any benchmarking or other tests of the Software or the Marketplace performed by RapidMiner, User, or any third party; and
c.    Any algorithms, mathematical models, business plans, product plans, financial data or other ideas, processes, techniques, know-how or information disclosed to User by RapidMiner.
6.2    Non-Disclosure.  The party receiving Confidential Information (the “Recipient”) shall, by all appropriate means, protect the confidentiality of the Confidential Information of the other party (the “Discloser”); but in no event shall the Recipient use a lesser standard of care with respect to Confidential Information than it does with respect to Recipient’s own most sensitive confidential information.  Recipient shall hold the Confidential Information of Discloser in trust and confidence and shall not copy Discloser’s Confidential Information or disclose such information to third parties.  Recipient shall not use the Discloser’s Confidential Information for any purpose other than the performance of its duties under this Agreement.  Recipient shall cooperate with Discloser in investigating and resolving any suspected breach of confidentiality.  Recipient may disclose Discloser’s Confidential Information, on a need-to-know basis, to Recipient’s auditors, attorneys or governmental authorities exercising a supervisory, examination or regulatory function in relation to Recipient.  All Confidential Information shall be returned by the Recipient to the Discloser when it is no longer needed or at the termination of this Agreement, whichever comes first.  The parties’ obligations under this Section 6.2 shall continue for a period of three (3) years after termination of this Agreement.
6.3    Exceptions.  The obligations set forth in Section 6.2 shall not apply to information which (i) is in the possession of the Recipient prior to the disclosure by the Discloser, (ii) becomes known to the general public through no act or omission of the Recipient, (iii) is lawfully disclosed to the Recipient by a third party, or (iv) the Recipient develops independently without use of any Confidential Information.  If Recipient is required by a court or governmental agency to disclose Confidential Information of Discloser, Recipient shall immediately inform Discloser in writing of the order or request for such disclosure and shall take commercially reasonable steps to maintain confidentiality of the Confidential Information.
7.    Warranties
7.1    User’s Representations & Warranties.  User hereby represents and warrants that:
a.    User has full power and authority to enter into and perform this Agreement without violating any other agreement; 
b.    All information User provides to RapidMiner (including without limitation the User Content) is and will be true, accurate, and complete; and
c.    User has all rights and authority necessary to provide the User Content, and no User Content shall be unlawful, or infringe the intellectual property rights, privacy rights, or other rights of any third party.
In no event shall User make any representations, warranties or commitments to any third party regarding RapidMiner, the Software or the Marketplace.

7.2    RapidMiner’s Representations & Warranties.  RapidMiner provides the Marketplace as-is and where-is.  RapidMiner disclaims all warranties and liabilities for any Extension, Content, Third-Party Service, or any other goods, services or information not provided by RapidMiner. RAPIDMINER HEREBY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INFORMATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT RAPIDMINER KNOWS OR HAS REASON TO KNOW OF SUCH PURPOSE), WHETHER ARISING BY LAW, CUSTOM, USAGE IN THE TRADE OR BY COURSE OF DEALING.  RAPIDMINER SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR FREE.  IN ADDITION, RAPIDMINER EXPRESSLY DISCLAIMS ANY WARRANTIES TO ANY PERSON OTHER THAN USER.
8.    Indemnity
    User shall indemnify and hold harmless RapidMiner and its officers, directors, employees, agents, representatives, subsidiaries and affiliates, from and against any and all claims, demands, damages, liabilities, losses and expenses (including all attorneys fees, costs and expenses) of any kind whatsoever, arising directly or indirectly out of:

a.    User’s participation in the Marketplace;
b.    Any Content or other information provided by User;
c.    Any material breach of this Agreement by User; or 
d.    Any representation, action or omission by User, or any agent of User, that is unlawful or grossly negligent.
9.    Limitation of Liability
9.1    Maximum Liability.  Each party’s cumulative liability, whether in contract, tort, or otherwise, arising out of or in connection with the Marketplace or this Agreement, shall not exceed the amount of $1,000.00.
9.2    Exclusion of Non-Direct Damages.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR TORT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE OR THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3    General.  The limitations established by this Section 9 shall not apply to any liability arising under Section 6 or Section 8 of this Agreement.  The limitations established by this Section 9 shall survive the termination of this Agreement and apply notwithstanding any failure of essential purpose or any invalidity of the limited remedies provided for in this Agreement.
10.    Term & Termination
10.1    Term.  This Agreement shall be effective from the date it is accepted by User, and shall remain in effect for ten (10) years thereafter, unless earlier terminated as provided herein.
10.2    Termination for Cause.  In the event that either party materially breaches any of its duties or obligations under this Agreement and does not substantially cure such breach within thirty (30) days after being given written notice specifying the breach, then the non-breaching party may terminate this Agreement upon written notice thereof to the breaching party.
10.3    Termination for Convenience.  Either party may terminate this Agreement without cause, by providing the other party with sixty (60) days written notice of such termination.
10.4    No Indemnity for Termination.  User acknowledges that this Agreement is for a limited period only.  The expiration or termination of this Agreement shall not, in and of itself, give rise to the payment of any indemnity, compensation or damages whatsoever by either party to the other.  Without limiting the generality of the foregoing, User agrees that the expiration of this Agreement or the termination of this Agreement shall not, in and of itself, entitle User to any termination or severance compensation or to any payment in respect of any goodwill established by User during the term of this Agreement, or render RapidMiner liable for damages on account of the loss of prospective profits or on account of any expenditure, investment or obligation incurred or made by User.
10.5    Survival.  The provisions of Sections 2.6, 2.12, 5.4, 6, 8, 9, 10 and 11 of this Agreement shall survive the expiration or earlier termination of this Agreement for any reason.
11.    General
11.1    Entire Agreement. This Agreement, including the exhibits attached hereto, if any, sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous representations, understandings or agreements, whether oral or written, between the parties relating to the subject matter of this Agreement, all of which are merged in this Agreement.
11.2    Non-Waiver and Amendment.  No waiver, alteration, modification, or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by both RapidMiner and User.  The failure of RapidMiner at any time or times to require performance of any provision hereof shall in no manner affect its right to enforce such provision at a later time.
11.3    Notices.  All notices to be given in connection with this Agreement shall be effective upon receipt, shall be made in writing and shall be sufficiently given if personally delivered or if sent by courier or other express mail service, postage prepaid, addressed to the party entitled or required to receive such notice at the address for such party set forth on the first page of this Agreement.  Either party may by such notice to the other change such address.
11.4    Assignment.  This Agreement shall be binding upon, and inure to the benefit of, RapidMiner and User and their respective legal representatives, successors and permitted assigns.  User shall not assign, sublicense or otherwise transfer any of its rights, or delegate any of its duties hereunder, in whole or in part.  A transfer of a controlling interest in the equity of User shall be deemed an assignment for the purposes of this section. RapidMiner may assign any of its rights or delegate any of its duties under this Agreement to any person or entity.
11.5    Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. 
11.6    Independent Contractor.  User agrees that it is an independent  contractor with respect to RapidMiner, and that this Agreement and the relations between RapidMiner and User hereby established do not constitute a partnership, joint venture, agency or contract of employment between them, or any other similar relationship.  In no event shall User have any right, power or authority to enter into any agreement or incur any obligation or liability for or on behalf of, or otherwise bind, RapidMiner. 
11.7    Compliance with Laws.  User shall comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, including, without limitation, the Applicable Laws.  User shall, at its sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary to the conduct of its activities hereunder.
11.8    Remedies.  No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law, in equity or otherwise.
11.9    Force Majeure.  RapidMiner shall not be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control, including, without limitation, acts of God, war, riot, civil disturbance, acts of any civil or military authority, judicial action, terrorist act, fire, flood, earthquake, strike, delays in transportation, unavailability or shortages of labor, materials or equipment, failure or delays in delivery of vendors and suppliers, delays in transportation, interruption or failure of telecommunication or digital transmission links, Internet disruptions, common carrier interruptions, breakdown in facilities, power failure or other accidents or unforeseen circumstances.
11.10    Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
11.11    Jurisdiction.  The parties agree that the jurisdiction and venue of any action with respect to this Agreement shall be in a court of competent subject matter jurisdiction located in the Commonwealth of Massachusetts, and each of the parties hereby agrees to submit itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action.
11.12    Equitable Relief.  The covenants and agreements of User in Sections 4 and 6 hereof are of a special and unique character, and User acknowledges that money damages alone will not reasonably or adequately compensate RapidMiner for any breach of such covenants and agreements.  Therefore, RapidMiner and User expressly agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to any other rights or remedies which RapidMiner may have, at law, in equity, or otherwise, RapidMiner shall be entitled to injunctive or other equitable relief compelling specific performance of, and other compliance with, the terms of such Sections.
11.13    Construction.  The section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.  All words used in this Agreement will be construed to be of such gender or number as the circumstances require.  Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.  Both parties acknowledge that they have been represented by counsel in the negotiation of this Agreement, and hereby waive any canon of construction that would require any portion of this Agreement to be construed against the drafter thereof.
11.14    Execution.  This Agreement may be executed by counter-signature, or by clicking through the <ACCEPT> button at the end of this Agreement.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.  This Agreement may be executed and delivered by facsimile and the parties agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used. 
 

*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  ***