Common use of Compliance with Laws; Export Control Clause in Contracts

Compliance with Laws; Export Control. Licensee, on behalf of itself and its Affiliates, agrees to comply fully with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards relating to any export controls and economic sanctions laws of the United States or abroad. Licensee acknowledges that the Software is of United States origin and is subject to the Export Administration Regulations (the “EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), and the laws and regulations governing economic sanctions and embargoes administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Accordingly, any use, transshipment, or diversion of the Software contrary to applicable export control laws or sanctions laws is prohibited. Licensee warrants and covenants that: (1) Licensee and its Affiliates will not export, re-export, re-sell, provide access to, or otherwise transfer the Subscription Services or related technology with knowledge that a violation of the U.S. law, the EAR, or the terms of any order, license, license exception, or other authorization issued under the EAR has occurred, is about to occur, or is intended to occur in connection with the item; and (2) Licensee and its Affiliates will not export, re-export, re-sell, provide access to, or otherwise transfer the Subscription Services into any country or region subject to comprehensive economic sanctions (i.e., currently Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine). Licensee further represents that: (a) Licensee and its Affiliates are not, and are not acting on behalf of, (i) any natural person or entity who is a citizen, national, or resident of, or who is controlled by, the government of any country to which the United States has prohibited export, reexport, or transfer of the Subscription Services or related technology, or (ii) any natural person or entity listed on OFAC’s list of Specifically Designated Nationals and Blocked Persons or the Consolidated Sanctions List, or BIS’s Denied Persons List, Entity List, or Unverified List; and (b) Licensee and its Affiliates will not permit the Subscription Services to be used for any purposes prohibited by law, including but not limited to any prohibited development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons. Licensee shall exercise diligent efforts to ensure its and its Affiliates’ compliance with this Section 2.5.

Compliance with Laws; Export Control. Licensee, on behalf of itself and its Affiliatesaffiliates and Authorized Users, agrees to comply fully with all applicable laws, statutes, regulations, rules, ordinances, codes, and standards relating to any export controls and economic sanctions laws of the United States or abroad. Licensee acknowledges that the Licensed Software is of United States origin and is subject to the Export Administration Regulations (the “EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), and the laws and regulations governing economic sanctions and embargoes administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Accordingly, any use, transshipment, or diversion of the Licensed Software contrary to applicable export control laws or sanctions laws is prohibited. Licensee warrants and covenants that: (1a) Licensee and its Affiliates affiliates will not export, re-export, re-sell, provide access to, or otherwise transfer the Subscription Services Licensed Software or related technology with knowledge that a violation of the U.S. law, the EAR, or the terms of any order, license, license exception, or other authorization issued under the EAR has occurred, is about to occur, or is intended to occur in connection with the item; and (2b) Licensee and its Affiliates affiliates will not export, re-export, re-sell, provide access to, or otherwise transfer the Subscription Services Licensed Software into any country or region subject to comprehensive economic sanctions (i.e., currently Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine, and Russia). Licensee further represents that: : (ai) Licensee and its Affiliates affiliates are not, and are not acting on behalf of, (i1) any natural person or entity who is a citizen, national, or resident of, or who is controlled by, the government of any country to which the United States has prohibited export, reexport, or transfer of the Subscription Services Licensed Software or related technology, or (ii2) any natural person or entity listed on OFAC’s list of Specifically Designated Nationals and Blocked Persons or the Consolidated Sanctions List, or BIS’s Denied Persons List, Entity List, or Unverified List; and (bii) Licensee and its Affiliates affiliates will not permit the Subscription Services Licensed Software to be used for any purposes prohibited by law, including but not limited to any prohibited development, design, manufacture, or production of missiles or nuclear, chemical, or biological weapons. Licensee shall exercise diligent efforts to ensure its and its Affiliatesaffiliates’ compliance with this Section 2.52.7.