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Terms and Conditions

These Terms and Conditions govern your access to and use of StepOut's software and services. Please read them carefully.

Last updated: August 2026

1. Definitions

Capitalized terms used herein shall have the meanings ascribed to them in the body of this Agreement and/or in the Exhibits and other documents attached hereto, or as defined below. Terms other than those defined herein shall be given their plain English meaning, and those terms known in the information technology industry shall be interpreted in accordance with their generally known meanings. Unless the context otherwise requires, words importing the singular include the plural and vice-versa.

1.1. “Affiliate” means any entity controlling or controlled by or under common control with a Party, at the time of execution of the Agreement and any time thereafter, where “control” is defined as (a) the ownership of at least fifty percent (50%) of the equity or beneficial interest of such entity.

1.2. “Aggregated Statistics” means data and information related to Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.3. “Authorized Users” means Licensee’s employees and agents:

  • Who are authorized by Licensee to access and use the Services under the rights granted to Licensee pursuant to this Agreement;
  • For whom access to the Services has been purchased hereunder.

1.4. “Customer Data” means, other than Aggregated Statistics, information, data, and other content including personal information, in any form or medium including video, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or an Authorized User through the Services.

1.5. “Documentation” means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software, as well as Licensor’s user manuals, handbooks, and guides relating to the Services provided by Licensor.

1.6. “Intellectual Property” means any and all concepts, inventions (whether or not protected under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protected under copyright laws), moral rights, mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, names, likenesses, know-how, ideas (whether or not protected under trade secret laws) and all other subject matter protected under patent (or which is not patented, but is subject matter that is protected under patent law), copyright, mask work, trademark, trade secret, or other laws, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, for all media now known or later developed, including all new or useful art, combinations, discoveries, formulae, algorithms, specifications, manufacturing techniques, technical developments, systems, computer architecture, artwork, software, programming, applets, scripts, designs, processes and methods of doing business. Intellectual Property includes the Services, the Documentation, and any and all intellectual property provided to Licensee or any Authorized User in connection with the foregoing.

1.7. “License Fees” means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.

1.8. “Party” means StepOut or Licensee; “Parties” means StepOut and Licensee.

1.9. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

1.10. “Sales Quote” means the sales quote, or purchase Agreement signed by the Parties for the Software and Services granted under this Agreement.

1.11. “Services” or “Subscription Services” means the services to be provided by StepOut under this Agreement and under any Exhibit including, without limitation, access to and use of the Services, technical support, and training.

1.12. “Software” means the software, Services, or programs for which Licensee is purchasing a license.

2. License Access and Use

2.1. Provision of Access

Subject to and conditioned on Licensee’s payment of License Fees and compliance with all terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Licensee’s internal use. Licensor will provide to Licensee the necessary passwords and network links or connections to allow Licensee to access the Services.

2.2. Documentation License

Subject to the terms and conditions contained in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Licensee’s internal business purposes in connection with its use of the Services.

2.3. Use Restrictions

Licensee will not use the Services for any purposes beyond the scope of the access granted in this Agreement. Licensee will not at any time, directly or indirectly, and will not permit any Authorized Users to:

  • 2.3.1. Copy, modify, or create derivative works of the Services or Documentation, in whole or in part;
  • 2.3.2. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to anyone other than Authorized Users;
  • 2.3.3. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
  • 2.3.4. Remove any proprietary notices from the Services or Documentation;
  • 2.3.5. Use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; use the Software or Documentation in violation of any law, regulation, or rule; or use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage.

2.4. Aggregated Statistics

Notwithstanding anything to the contrary in this Agreement, Licensor may monitor Licensee’s use of the Services and collect and compile Aggregated Statistics. As between Licensor and Licensee, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Licensor. Licensee acknowledges that Licensor may compile Aggregated Statistics based on Customer Data input into the Services. Licensee agrees that Licensor may:

  • 2.4.1. Make Aggregated Statistics publicly available in compliance with applicable law;
  • 2.4.2. Use Aggregated Statistics to the extent and in the manner permitted under applicable law; and
  • 2.4.3. Use Aggregated Statistics without using any confidential or proprietary information of the Licensee.

3. Responsibility

3.1. Customer Data is collected by Licensee. Licensee is solely responsible for providing required privacy notices, obtaining consents, and complying with all data privacy laws. Licensee retains control of Customer Data and remains responsible for its compliance obligations under the applicable privacy laws, and for the processing instructions it gives to Licensor. Licensor will not retain, use, or disclose Customer Data for any purpose other than in accordance with this Agreement or as required by law.

3.2. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

4. Compliance Measures

4.1. The Software contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under this Agreement. Licensee will not, and will not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

4.2. Licensor may, in its sole discretion, audit Licensee’s use of the Software to ensure Licensee’s compliance with this Agreement, provided that:

  • 4.2.1. Any such audit will be conducted on not less than 30 days’ prior notice to Licensee, and
  • 4.2.2. No more than 2 audits in any 12-month period except for good cause shown. Licensor also may, in its sole discretion, audit Licensee’s systems within 3 months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. Licensee will fully cooperate with Licensor’s personnel conducting such audits and provide reasonable access requested by the Licensor to records, systems, information, and personnel, including machine IDs, serial numbers, and related information.

4.3. Licensor’s remedies set forth in this Section are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.

5. Maintenance and Support

5.1. Maintenance and support services are provided on the terms and conditions set forth including such updates, upgrades, bug fixes, patches, and other error corrections (“Update” or collectively, “Updates”) as Licensor makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for certain issues. Licensee further agrees that for purposes of this Agreement, all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that Licensor may provide some or all Updates via download from a website designated by Licensor and that Licensee’s receipt thereof will require an internet connection, which connection is Licensee’s sole responsibility. Licensor has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a separate or new product, and Licensor may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

5.2. Licensor has no obligation to provide maintenance and support services, including Updates:

  • 5.2.1. For any but the most current version or release of the Software.
  • 5.2.2. For any copy of Software for which all previously issued Updates have not been installed.
  • 5.2.3. If Licensee is in breach under this Agreement; or
  • 5.2.4. For any Software that has been modified other than by Licensor, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation or as authorized in writing by Licensor.

6. Collection and Use of Information

6.1. Licensee acknowledges that Licensor may, directly or indirectly through the services of third parties, collect and store information regarding use of the Services and about equipment on which the Software is installed or through which it otherwise is accessed and used, through the provision of maintenance, support, and security measures.

6.2. Licensee agrees that Licensor may use such information for any purpose related to any use of the Software by Licensee, including but not limited to:

  • 6.2.1. Improving the performance of the Software, Services, or developing Updates; and
  • 6.2.2. Verifying Licensee’s compliance with the terms of this Agreement and enforcing Licensor’s rights, including all Intellectual Property rights.

7. Intellectual Property

Licensee acknowledges and agrees that the Software and Documentation are provided under license and are not sold to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and retains its entire right, title, and interest in and to the Software and all Intellectual Property arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee will safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee will promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperates with Licensor in any legal action taken by Licensor to enforce its Intellectual Property. For the avoidance of doubt, Intellectual Property includes Aggregated Statistics and any information, data, or other content derived from Licensor’s monitoring of Licensee’s access to or use of the Services but does not include Customer Data.

8. Intellectual Property Ownership; Feedback

8.1. Licensor Intellectual Property. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Licensor Intellectual Property.

8.2. Customer Data. Licensee acknowledges that, as between Licensor and Licensee, Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Licensee hereby grants to Licensor a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Licensor to provide the Services to Licensee, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

8.3. If Licensee or any of its employees or contractors sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Licensor Intellectual Property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.

9. Confidential Information

9.1. From time to time either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information excluding personal information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is:

  • 9.1.1. In the public domain;
  • 9.1.2. Known to the receiving Party at the time of disclosure;
  • 9.1.3. Rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
  • 9.1.4. Independently developed by the receiving Party. The receiving Party will not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.

On the expiration or termination of the Agreement, and upon written request, the receiving Party will promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

10. Payment

All License Fees and Support Fees are payable in advance, except as may be expressly set forth in the Agreement. Any renewal of the license or maintenance and support services hereunder will not be effective until the fees for such renewal have been paid in full.

11. Term and Termination

11.1. This Agreement and the license granted hereunder will remain in effect for the term set forth on the Order Form or until terminated as set forth herein (the “Term”).

11.2. The term of this Agreement is mentioned at the beginning of the agreement.

11.3. Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee breaches this Agreement and such breach:

  • 11.3.1. Is incapable of cure; or
  • 11.3.2. Being capable of cure, remains uncured 20 days after Licensor provides written notice thereof.

11.4. Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.

11.5. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and Licensee will cease using and destroy all copies of the Documentation. No expiration or termination will affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination.

12. Warranty

The software, services, and documentation are provided to Licensee “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Licensor, on its own behalf and on behalf of its affiliates and its and their respective resellers, licensors and service licensors (collectively “Licensor” for purposes of sections 12 and 13 hereof), expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the software and documentation, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, the Licensor provides no warranty or undertaking, and makes no representation of any kind that the licensed software will meet the Licensee’s requirements, achieve any intended results, 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.

13. Indemnification

13.1. Each party (as the “Indemnifying Party”) will indemnify, hold harmless, and defend the other party (as the “Indemnified Party”), including its officers, directors, employees, agents, and subcontractors, if any, from and against any and all third party claims, including but not limited to fines, penalties, settlements, judgments, awards, attorney’s fees, and costs and expenses, for all actions, claims, damages, losses, and expenses arising directly or indirectly as a result of any strict liability, error, omission, or negligent act or willful misconduct of the Indemnifying Party, its assignee, subcontractor, or anyone directly or indirectly employed by it or them for breach of confidentiality obligations under this Agreement, except for any claims or damages caused solely as a result of the willful misconduct of the Indemnified Party. Any claims, damages, liability, losses and expenses arising out of or resulting from or sustained in connection with the performance of work under this Agreement, that are the result of the negligence or willful misconduct of both parties, will be apportioned on a comparative fault basis. This provision shall survive the termination of this Agreement with respect to acts or omissions that occurred prior to termination and shall be in effect during all applicable statutes of limitations.

13.2. The Licensee will indemnify, hold harmless, and defend the Licensor, including its officers, directors, employees, agents, and subcontractors, if any, from and against any and all liability, including but not limited to fines, penalties, settlements, judgments, awards, attorney’s fees, and costs and expenses, for all third party actions, claims, damages, losses and expenses arising directly or indirectly as a result of any breach of:

  • 13.2.1. Required compliances pertaining to the personal information shared to the Licensor, and
  • 13.2.2. For infringement or misappropriation of such third party’s copyright, patent, trade secret or any intellectual property rights by any intellectual property right provided, shared or uploaded by the Licensee.

13.3. Process of indemnification: The indemnity provisions agreed to by the parties herein, is conditional upon the Indemnified Party providing the Indemnifying Party a prompt written notice of, and cooperating with the Indemnifying Party with, the defense of any such claim, suit, or action, including appeals and negotiations.

14. Limitation of Liability

To the fullest extent permitted under applicable law:

14.1. In no event will Licensor be liable to Licensee or any third party for any use, interruption, delay, or inability to use the software; 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 the Licensor was advised of the possibility of such damages.

14.2. In no event will Licensor’s collective aggregate liability under or in connection with this agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, exceed the total amount paid to the Licensor pursuant to this agreement for:

  • 14.2.1. The software; or
  • 14.2.2. Up to twelve (12) months of the specific services that are the subject of the claim. The limitations set forth in this section apply even if the Licensee’s remedies under this agreement fail for their essential purpose.

15. Export Regulation

The Software and Documentation may be subject to Indian export control laws and regulations, including the Foreign Trade (Development and Regulation) Act, 1992, and all applicable rules, policies, and amendments issued by the Directorate General of Foreign Trade (DGFT). The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which such export, re-export, or release is prohibited under Indian law. The Licensee agrees to fully comply with all applicable Indian laws and regulations and to obtain all necessary approvals, licenses, or clearances from relevant governmental authorities prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside India.

16. Security Measures

16.1. Licensee will comply with the terms and conditions set forth in this agreement, be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information (as herein defined) under its control or in its possession, comply with any applicable laws and regulations and use only secure methods, according to accepted industry standards, when transferring or otherwise making available Personal Information to Licensor. “Personal Information” means information that Licensee provides or for which Licensee provides access to Licensor, or information which Licensor creates or obtains on behalf of Licensee, in accordance with this Agreement that directly or indirectly identifies an individual, including, names, addresses, telephone numbers, email addresses, and other unique identifiers, employee identification numbers, or government-issued identification numbers.

16.2. Licensor will use commercially reasonable efforts to maintain reasonable technical, physical, and organizational measures appropriate for data and processing activities to protect against unauthorized access, destruction, use, modification, or disclosure of data. Such measures include encryption of personal data, the ability to ensure the ongoing confidentiality, integrity, and availability of processing systems, the ability to restore the availability and access to data in a timely manner in the event of a physical or technical incident that affects access to data, and a process for regularly testing, assessing and evaluating the effectiveness of technical and organization measures for ensuring the security of the processing of personal data.

16.3. In the event of any suspected and/or accidental compromise of data (“Security Incident”), Licensor will notify Licensee without undue delay. Where possible, the notice to Licensee will describe the nature of the incident, the number of data subjects impacted, the type of records impacted, and any other information that may be relevant. Licensor will also take all commercially reasonable steps to investigate, mitigate, and remediate the Security Incident. Licensor will provide Licensee with timely and reasonable information and cooperation as Licensee may reasonably require so that Licensee may fulfill its reporting obligations under and in accordance with applicable law. The parties agree to coordinate in good faith on developing the content of any related public statements, if needed.

17. Compliance with Law

This agreement will be governed by and construed in accordance with the substantive laws of India, without regard to the conflict of laws.

18. Dispute Resolution

Any dispute arising from this Agreement or which relates to it, including any question relating to its existence, validity, interpretation, performance or termination, shall be subject to the decision of one arbitration, with the administration of the arbitration to be referred to the Indian Council of Arbitration (ICA), in accordance with United Nations Commission on International Trade Law Rules in force at the date when the request for arbitration is filed. The language of the arbitration shall be English. The place of arbitration shall be India. The award of Arbitration shall be binding on both the parties.

19. Data Subject Rights

Taking into account the nature of the Processing, StepOut shall assist the Client by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Client obligations, as reasonably understood by Client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

StepOut shall:

  • 19.1. Promptly notify Client if it receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data.
  • 19.2. Ensure that it does not respond to that request except on the documented instructions of Client or as required by Applicable Laws to which StepOut is subject, in which case StepOut shall to the extent permitted by Applicable Laws inform Client of that legal requirement before the Contracted StepOut responds to the request.

20. Miscellaneous

20.1. Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, 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 loss and destruction of property, or any other circumstances or causes beyond Licensor’s reasonable control.

20.2. All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and will be deemed to have been given:

  • 20.2.1. When delivered by hand (with written confirmation of receipt);
  • 20.2.2. When received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
  • 20.2.3. On the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or
  • 20.2.4. On the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Sales Quote (or to such other addresses as may be designated by a party from time to time in accordance with this Section).

20.3. Licensee will not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

20.4. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

20.5. Parties hereby sublicense the right to display the trademarks and logo of such Party, on the other Party’s social media communications, including publishing on the official website of such Party. Furthermore, the Licensee hereby agrees to publish on their social media accounts (Facebook, Twitter, LinkedIn, Instagram and other accounts) the usage of the Licensor’s Software and Services, including making a public announcement of availing Licensor’s services for the purposes of this Agreement. However, in no manner shall the Licensee make any disparaging comments or statements pertaining to the Licensor’s software or services in writing or orally.

20.6. This Agreement may only be amended, modified, or supplemented by an Agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

20.7. If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20.8. For purposes of this Agreement, the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”.

20.9. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

21. Security

21.1. The Platform and data therein can only be accessed by the account owner.

21.2. The account passwords are not to be shared with anyone other than personnel required to access the data and must at all times be kept private.

21.3. Data generated from the video is through the proprietary algorithm of StepOut and will be available only on the StepOut platform. Account holders can access the data as long as they are subscribed to the platform.

21.4. For privately uploaded videos by the TMS Account holder, match analysis data of that match video will remain solely with the account holder, and such data shall not be accessible by any other parties. If the Licensee would require to share such data with the players, they may choose to share the data with the players through the player app on rates agreed to by parties in writing, prior to such sharing. Licensee shall not share the data with any third party including players, without prior consent of the Licensor.

21.5. For publicly available matches, StepOut may generate analysis for any purpose not limited to the scope of this agreement. Any participating teams can then avail the analysis of those matches from StepOut similar to a SaaS service.

21.6. The Licensee may choose to share their data for scouting purposes. This is completely at the discretion of the Licensee, but such data sharing shall not include sharing of analysis data with the players.

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