End User Licence Terms. Version : June 2025

1 Scope | General

1.1 These End User Licence Terms (the “Terms”) apply between Cambridge Numerical Solutions Limited, 81 Highfield Drive, Littleport, Ely, CB6 1GA (“CNS”, in each case “us”, “our”, or “ours”) and the users of CNS’s proprietary computer-aided engineering software product (the “Software”) or recipients of CNS’s services (in each case, “you” or “yours”) and shall form an integral part of any agreement between CNS and you, whether entered into by execution of order forms or other order documents by CNS and you, by completion of any click-through or other online process, by email correspondence or in any other form (the “Agreement”).

1.2 CNS shall provide the Software to you subject to the payment of fees. The Software is provided solely as software as a service, i. e., for browser-supported and Internet-based use via your end devices. You shall ensure that the end devices deployed for using the Software and the connections required comply with the minimum system requirements specified by CNS. CNS may, at its sole discretion, subcontract any or all of its obligations under these Terms and any Agreement to third parties.

1.3 Specifications of the Software are included in the current documentation for the Software (the “Documentation”). Any other product information sent to you, if any, such as marketing material, product descriptions, product roadmaps and the like, shall be for informational purposes only and shall not constitute binding declarations by CNS.

1.4 The version of these Terms which is applicable at the time concerned shall also apply to all future agreements between you and CNS and your use of the Software without CNS being required to refer to these Terms in each individual case. These Terms shall be deemed to be confirmed by you at the latest when CNS grants access to the Software or provides its Services.

1.5 These Terms shall apply exclusively. Any terms and conditions of yours which deviate from, conflict with or supplement these Terms shall only become part of the Agreement upon explicit prior written confirmation of CNS.

2. User Account | Updates | Availability

2.1 In order to be able to use the Software in accordance with these Terms, each of your users shall use a dedicated user account on CNS’s website (the “User Account”) as provided and further specified by CNS. Each user shall keep a secure and confidential password for their use of the Software. You shall ensure that a user’s use the Software is in accordance with these Terms, and you shall be responsible for their breach (if any).

2.2 You shall provide CNS in a timely manner with all necessary co-operation in relation to these Terms, and all necessary access to such configuration information as may be required in order for us to give you access to the Software.

2.3 CNS may carry out necessary updates and upgrades to the Software in order to improve the usability, security or stability of the Software or to extend its features or to ensure its compliance with statutory requirements. Updates and upgrades to the Software shall be provided at CNS’s sole discretion.

2.4 CNS strives to offer constant availability of the Software but cannot warrant uninterrupted availability thereof. CNS has no influence, and is not responsible for your Internet access or Internet connection including its availability, errors, delivery failures, bandwidth or any costs and expenses associated therewith and other problems inherent in the use of communication networks and facilities, including the internet. CNS offers Software as a Service hosted by AWS and CNS is not responsible if the AWS service drops or for any services supplied by third-party vendors, suppliers, subcontractors and utility providers.

3. Licence Grant to the Software | Licence Restrictions

3.1 Subject to these Terms, CNS hereby grants to you, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable right and licence to permit users to use the software as a service version of the Software on end devices for private and/or internal business purposes only.

3.2 For the avoidance of doubt, your affiliates (and employees thereof) shall not use the Software without CNS’s prior written consent.

3.3 Except as otherwise expressly provided in these Terms, you shall not (and shall not permit any users or a third party to): (a) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, or outsource the Software; (b) decompile, reverse engineer or disassemble any portion of the Software, or attempt to discover any source code or other operational mechanisms of the Software; (c) copy, modify, adapt, translate or create derivative works based on all or any part of the Software or access the Software in order to build a competitive product; (d) use any components of the Software other than together with the Software; (e) modify any proprietary rights notices that appear in the Software or components thereof; (f) use the Software in violation of any applicable laws and regulations or outside of the licence scope set forth herein; (g) configure the Software to collect (aa) any data that falls within the definition of ‘special categories of data’ within the meaning of the UK General Data Protection Regulation or a similar concept; (bb) passwords or other authentication credentials; (cc) any payment or other financial data, biometric data or genetic data; or (dd) any data relating to a person under the age of sixteen (16) years old (collectively, “Prohibited Data”); or (h) use the Software to (aa) store, download or transmit infringing, libellous, harmful, threatening or otherwise unlawful or tortuous material, or malicious code or malware, or (bb) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (cc) interfere with or disrupt the integrity or performance of third-party systems, or the Software or data contained therein; (dd) attempt to gain unauthorized access to the Software or CNS’s systems or networks; or (ee) perform, or engage any third party to perform, authenticated or unauthenticated penetration testing, vulnerability assessments or other security assessments on the Software.

3.4 You shall not export or re-export, directly or indirectly, any Software or technical data or any copy, portions, or direct product thereof in breach of any applicable laws and regulations. In particular, you (and your affiliates, as applicable) shall comply with the sanctions imposed by relevant authorities including but not limited to the Office of Foreign Assets Control (OFAC), the UN, the UK and the EU. You shall, at your own expense, obtain all necessary customs, import, or other governmental authorisations and approvals.

3.5 Notwithstanding the generality of clause 3.4, the Software may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it and its affiliates are not named on any UK Sanctions List (or equivalent targeted sanctions list) and that it and its affiliates are not owned or controlled by a politically exposed person. You shall notify CNS if, during the Subscription Term, you or any of your affiliates become named on any U.S. government “denied persons list” (or equivalent targeted sanctions list) or become owned or controlled by a politically exposed person. You shall not permit access or use the Software in a U.S. embargoed country or in violation of any U.S., UK or EU export laws or regulations, or in any Restricted Territories. “Restricted Territories” means: (i) Cuba, Iran, North Korea, Syria, Sudan and the territory of Crimea / Sevastopol; and (ii) any other country or territory that is subject to sanctions by the United Kingdom, the European Union, or the U.S; and (iii) any other country or territory that becomes subject to sanctions by the United Kingdom, the European Union, or the U.S during the Subscription Term. Each party will promptly report to the other party if it has violated, or if a third party has a reasonable basis for alleging that it has violated, this clause. You shall have, and shall maintain throughout the Subscription Term, appropriate procedures and controls to ensure and be able to demonstrate compliance with this clause 3.5. If this clause 3.5 is breached by you, CNS shall have a right to immediately suspend use of the Software and the provision of any Services to the extent that CNS consider necessary without prior notice or liability and/or terminate these Terms and the Agreement immediately on written notice, email shall suffice, to you.

4. Proprietary Rights

4.1 CNS and its suppliers own and shall retain all proprietary rights, including all copyright, database rights, patent, trade secret, trade mark and all other intellectual property rights, in and to the Software and any improvements thereto and the results of any Services. The Software may only be used by you as prescribed by the Documentation and these Terms.

4.2 The CNS logo and the product names associated with the Software, Services and the Documentation are trade marks of CNS or its third party licensors, and no right or licence is granted to use them in these Terms.

4.3 CNS may store the simulation data, the success or failure of simulation runs, and results arising from your use of the Software in an anonymised user form, in order to improve its services and Software and to support software maintenance and debugging.

5. Use of the Software | Content

5.1 Ownership of and responsibility for all designs, analyses, simulations, models, estimations, data, input data and other results uploaded by you within the Software or generated by you through your use of the Software (collectively, the “Content”) shall fully remain with you or its respective owner.

5.2 We shall not disclose the Content except as required to comply with applicable law or a valid and binding order from a governmental authority. If we are compelled to disclose the Content, we shall, where legally permitted, provide you with reasonable prior notice to allow you to seek a protective order or other appropriate remedy.

5.3 You represent and warrant that (a) you have sufficient rights to upload and generate the Content, (b) the Content does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content, and (c) the Content does not contain any infringing, libellous, or otherwise unlawful or tortious content.

6. Warranties

DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CNS, ON BEHALF OF OURSELVES, OUR AFFILIATES AND LICENSORS, DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING THOSE: (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF NONINFRINGEMENT; OR (IV) ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CNS, OUR AFFILIATES AND OUR LICENSORS DO NOT REPRESENT, NOR DO WE WARRANT, GUARANTEE OR UNDERTAKE THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE IS FREE FROM VIRUSES, BUGS, ERRORS OR MISTAKES, OR THAT THE SOFTWARE, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. CNS ARE NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES WITH THE SOFTWARE THAT ARISE FROM CUSTOMER DATA, CONTENT, THIRD-PARTY SERVICES OR THIRD-PARTY PROVIDERS. YOU ACKNOWLEDGE THAT CNS DOES NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO YOU, OR ANY THIRDPARTY, AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE SERVICE MEETS YOUR REQUIREMENTS.

7. Maintenance and Support

7.1 Requests for improvements or the correction of defects will be evaluated by CNS and, if approved, will be inserted into the list of software tasks with a priority reflecting the degree of importance and complexity of the request. CNS will estimate the date by which the Software will be updated to clear the request and will communicate this date to the requester as soon as is reasonably practicable.

7.2 You shall report any defects by sending an email to us.

7.3 CNS shall keep you informed at reasonable intervals and to a reasonable extent of the status of the rectification of a defect. CNS makes no assurances as to the time at which a defect shall be removed.

7.4 If a defect materially reduces the capability of the Software to the extent it does not meet your needs, and resolving the defect is likely to take significant time, senior managers in the two organizations will meet to seek a mutually acceptable solution.

7.5 Under no circumstances shall you be entitled to obtain the source code or compiled code of the Software.

8. Legal Defects in the Software

8.1 To the extent that claims are made against you by third parties alleging the infringement of property rights arising from your use of the Software, you shall notify CNS without undue delay at least in text form (email shall suffice). CNS shall at its own discretion fulfil or defend the third-party claims or end the dispute by way of settlement. You grant CNS the sole authority to decide on defence of rights and settlement negotiations. You shall furnish CNS with any powers of attorney which may be required in this regard on a case-by-case basis, and you shall support CNS in the defence in any manner which may be reasonably expected.

8.2 In the event of an impairment of the permitted use of the Software due to a legal defect, CNS shall either remove the reason for the claim for infringement of property rights within a reasonable period, or at CNS’s discretion, acquire the right to continue to use the relevant services or amend or replace the relevant part of the Software within a reasonable scope.

8.3 CNS shall only be liable in respect of the infringement of property rights to the extent that the Software has been used in accordance with these Terms and the Agreement. CNS shall not be liable if the Software is combined, operated or used with programs or data not provided by CNS or approved in advance in writing by CNS and third-party claims are derived therefrom. Further, CNS shall not be liable to you to the extent you continue using the Software after notice of the alleged infringement or actual infringement has occurred.

8.4 If claims are made against CNS within the scope of the foregoing provisions in clauses 8.3, or arising as a result of CNS’s possession of the Content on the Software, you shall indemnify, defend and hold CNS harmless from all such actions, claims losses, damages, expenses and costs.

9. Fees | Payment Terms

9.1 For the right to use the Software in accordance with these Terms and the Agreement, you shall pay to CNS a licence fee (“Licence Fee”) as further specified in the Agreement and/or the User Account. The Licence Fee shall be paid upfront and in full for each twelve (12) months of the Subscription Term, if any. In addition, you may pre-purchase certain computing capacity (“Credits”) from CNS against payment of a computing fee (“Computing Fee”) as further specified in the Agreement and/or the User Account.

9.2 All fees shall be subject to statutory VAT at the applicable rate. All fees shall be due and payable by you within fourteen (14) days of receipt of an invoice from CNS without discount unless specified otherwise in the User Account.

9.3 The fees for CNS are module specific and comprise a licence fee, a cost per run, a cost per cpu/gpu cycle and data storage fee. Computer credits are pre-purchased and both user and module specific.

10. Additional Services

10.1 CNS and you may agree on the provision of additional services by CNS to you (the “Services”) on a case by case basis. The Services may include but are not limited to training and enablement services, beta testing and/or general consulting services in connection with the use of the Software by you. CNS and you shall agree on the scope and terms of the Services as well as the fees and the term (if any) on a case by case basis and via separate written agreement.

10.2 All Services shall be rendered on a time and materials basis. You shall reimburse CNS for travel and expenses (at cost) incurred in connection with the Services (if any).

10.3 When providing the Services, CNS does not owe and shall not be liable for any specific outcome or result.

10.4 You agree to provide reasonable cooperation and information as necessary to permit CNS to perform the Services. CNS staff shall not be integrated into your operational organization. Instructions to CNS staff must not be given by your staff or representatives but only by CNS’s representatives.

11. Subscription Term | Termination

11.1 Access to the Software under these Terms shall initially be for a period of twelve (12) months, starting on the date agreed between CNS and you in writing, or otherwise when you first commence use of the Software. It shall automatically renew by another twelve (12) months unless earlier terminated in accordance with these Terms (the initial term and any renewal term together the “Subscription Term”).

11.2 Your use of the Software may be terminated for convenience at any time: by CNS, if we provide written notice of termination to you of not less than thirty (30) days; or by you, if you: (i) provide written notice of termination to us of not less than thirty (30) days. The rights and obligations set out in these Terms (including your obligations to pay any applicable fees) shall continue until termination has taken effect.

11.3 Without affecting any other right or remedy available to it, either party may terminate these Terms, the Agreement and any use of the Software with immediate effect by giving written notice to the other party if: (i) the other party commits a material breach of any term of these Terms which breach is irremediable or (if remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so; (ii) to the extent permitted by applicable law, the other party becomes the subject of a petition in bankruptcy or other proceedings relating to insolvency (within the meaning of Section 123 Insolvency Act 1986) or makes an assignment for the benefit of creditors; (iii) if an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; (iv) a receiver is appointed over any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; (v) if the other party suspends or ceases, or threatens to suspend or cease, to trade; (vi) the other party takes or suffers any similar or analogous action to those set out in points (ii) – (v) above in any jurisdiction in consequence of debt; or (vii) there is a change in control that results in you being, or being an affiliate of, any of our direct competitors.

11.4. CNS may terminate your use of the Software with immediate effect if you fail to pay any amount due under these Terms or the Agreement on the due date for payment.

11.5 On expiration or termination of your use of the Software, these Terms or the Agreement for any reason: (i) all applicable licences and other rights granted to you and users shall immediately terminate, and you shall cease all activities authorised by these Terms; (ii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages with respect to any breach of these Terms which existed at or before termination, shall not be affected or prejudiced; and (iii) subject to clause 11.8, each party shall, at the request of the other party, destroy or return all materials that may contain the other party’s Confidential Information and/or (to the extent legally and technically practicable) erase the other party’s Confidential Information from all computer and communication devices used by it. Notwithstanding the foregoing, each party may retain the other party’s Confidential Information to the extent required by law or any applicable governmental body, or by a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject, provided that such Confidential Information will continue to be governed by the terms of clause 12 of these Terms. For the sake of clarity, any confidential information imparted verbally by one party to the other party must be reduced to writing by the disclosing party, and sent to the receiving party, within seven days.

11.6. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

11.7. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination, and on termination any outstanding fees due from you will become immediately due and payable.

11.8. Your Content may be exported at any time during the Subscription Term. Subject to clause 13 with respect to Personal Data: following termination of these Terms or the Agreement, we will not delete your Content from our production environment for a period of six months or such other product-specific retention periods as we may notify to you from time to time including in Documentation (the “Retention Period”), and may assist you with exporting Content during the Retention Period at our standard hourly consulting rate; and after the Retention Period has expired, we will have the right to delete or destroy all Content in our systems or otherwise in our possession or control in accordance with our internal data retention policies, unless legally prohibited, and will have no further obligation to make it available to you.
We recommend that you download a copy of the Content before the Retention Period expires.

12. Confidentiality

12.1 If either party receives Confidential Information (as defined below), they may only use such Confidential Information to exercise their rights and fulfil their obligations under these Terms and shall take reasonable measures to avoid unauthorised disclosure or misuse of Confidential Information. They shall not disclose Confidential Information, except (a) to their employees, subcontractors, or professional advisers who have a legitimate need to know the Confidential Information and are legally bound to keep such Confidential Information confidential, (b) to a potential acquirer of its relevant assets, stock, or business under a strict duty of confidentiality, but only to the extent such potential acquirer has executed a term sheet, letter of intent or other similar agreement to negotiate such acquisition, and (c) as required to be disclosed by applicable law, or judicial or other governmental or regulatory order. These Terms and the Agreement constitute Confidential Information of CNS.

12.2 “Confidential Information” means any information that is directly or indirectly disclosed or made accessible in connection with these Terms or the Agreement (a) to CNS by or on behalf of you, or (b) to you by or on behalf of CNS, and which is identified as ‘confidential’ or ‘proprietary’ or which, given the nature of the information or circumstances surrounding the disclosure, should reasonably be understood by the recipient to be confidential or proprietary, but does not include information that the recipient can demonstrate it already rightfully knew or possessed, becomes public through no fault of the recipient, is received by the recipient from a third party with the legal right to disclose it, or can be shown to have been independently developed by the recipient without reference to the discloser’s Confidential Information. For the sake of clarity, any confidential information imparted verbally by one party to the other party must be reduced to writing by the disclosing party, and sent to the receiving party, within seven days.

13. Data Protection

13.1 CNS and you shall comply with any applicable laws concerning the protection of personal data including but not limited to the UK General Data Protection Regulation. If required by such laws, CNS and you shall enter into a separate written agreement on the processing of personal data.

13.2 For the purposes of creating and maintaining a user account, CNS shall collect your user’s name and email address. This data shall not be shared with any third party.

14. No Set-off | Limitation of Right of Retention | No Assignment

14.1 You may only invoke a right to set-off and assert a right of retention to the extent that your claims have been (a) finally established by a court of law, (b) are uncontested, (c) or have been acknowledged by CNS.

14.2 You shall not assign any of your rights or obligations under these Terms or under the Agreement without the prior written consent of CNS.

15. Limitation of Liability

15.1 IN NO EVENT SHALL CNS’S (INCLUDING ITS AFFILIATES’) AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE VALUE OF THE FEES PAID OR PAYABLE BY YOU TO CNS IN RELATION TO THE SOFTWARE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

15.2. In no event shall CNS be liable to you (or your affiliates, as applicable) for any: (i) loss of or damage to data, revenue, business, or profits; (ii) any indirect, punitive, special, exemplary, incidental, or consequential damages or losses; or (iii) any damage caused by third-party hosting providers.

15.3. The exclusions and limitations set out in this clause 15 apply to all causes of action (in each case whether direct or indirect and howsoever arising), whether arising from any breach of contract, tort (including negligence), breach of statutory duty, or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss, save that nothing in these Terms shall be construed so as to limit or exclude any liability of CNS which cannot be legally limited, including but not limited to liability for: (i) death or personal injury caused by its negligence; or (ii) fraud or fraudulent misrepresentation.

15.4. You may not circumvent the limitations of liability herein or receive multiple recovery under these Terms by bringing claims on behalf of your affiliates.

15.5 You agree that you shall only be entitled to bring a claim, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, against the CNS entity that is party to these Terms with respect to any issues related to the Software.

15.6 You agree and acknowledge that the Software offers an engineering simulation platform that analyses data uploaded by you and provides simulation capabilities relating to, for example but not exhaustively, solid mechanics, fluid dynamics and thermal analyses, as the case may be. As a consequence, CNS is not responsible for (a) the correctness, completeness, integrity and accuracy of any data transmitted to CNS or uploaded into the Software by you, (b) any Content as defined in clause 5.1, (c) any conclusions drawn by you or any third party from any simulation, calculation, modelling or other process or operation executed by the Software or by you using the Software, (d) the technical, scientific, legal and commercial feasibility of any project, product and undertaking of you or any third party, and (e) the economic and financial viability of any project, product and undertaking of any third party or (f) any conclusions drawn or decisions made from such use.

16. Revision of these Terms

16.1 CNS may amend and/or update these Terms with future effect from time to time and as necessary for technical, economic, or legal reasons.

16.2 Any revision of these Terms shall be announced to you in text form (simple email shall suffice) no later than six (6) weeks before their proposed effective date.

16.3 The revision shall be deemed approved by you, if you continue to use the Software beyond the proposed effective date.

16.4 Should you object to the proposed revision, you may terminate the agreement in accordance with section 11.

17 Applicable Law | Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including noncontractual disputes or claims) shall be governed by the laws of England and Wales, and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Agreement or its subject matter or formation (including non-contractual disputes or claims).

18. Written Form | Severability

Should any provision of these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions of these Terms shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what CNS and you would have agreed, pursuant to the meaning and purpose of the original provision and of these Terms if they had recognised the ineffectiveness or invalidity of the original provision. If the ineffectiveness or invalidity of a provision is based on the determination of a certain level of performance or a certain time (deadline or fixed date), such ineffective or invalid level or time shall be replaced by the level or time which comes as close as legally possible to the original level or time. The foregoing shall also apply to any possible omission in these Terms that was not intended by CNS and you.

19. Entire Agreement

These Terms, along with the Agreement, constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Terms or the Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out herein. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms or the Agreement.

20. Force Majeure.

CNS shall not be in breach of these Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.

21. Third-Party Services

AWS platform. The Software is hosted on Amazon’s AWS platform, an internet-scale cloud computing and services platform hosted in Amazon data centers. Your use of the Software is also subject to the following Amazon terms, conditions, and policies: (i) AWS Privacy Notice Statement: available at http://aws.amazon.com/privacy; (ii) AWS Service terms: available at http://aws.amazon.com/serviceterms; and (iii) AWS Acceptable Use Policy: available at http://aws.amazon.com/aup/. Neither you, nor anyone accessing the Software, may use Amazon’s AWS platform in any way prohibited by the AWS Acceptable Use Policy.