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Enterprise Agreement 

This Rancher Government Solutions Enterprise Agreement (“Agreement”) is between you and your Affiliates (“Customer”, “You” or “Your”), on the one hand, and Rancher Federal, Inc., DBA Rancher Government Solutions and its Affiliates (“RGS”) (each a “Party” and together the “Parties”), on the other hand, and governs Customer’s relationship with RGS for the provision of RGS Products and Services. By issuing a purchase order or by installing or using the Software or Content, Customer is agreeing to this Agreement and entering into a legally binding contract with RGS. Customer represents and warrants that Customer is a legal business entity and has the right to enter into this Agreement. Customer shall not install or use the Software or Content if Customer is not willing to be bound by the terms of this Agreement. Customer desires to purchase certain Products or Services from RGS (or an authorized RGS Reseller).

NOW THEREFORE, the Parties enter into this Agreement for the provision of Products or Services to Customer.

1. Definitions

1.1 Affiliate means any person or entity directly or indirectly controlling, controlled by or under common control with a Party as of or after the Effective Date (defined below), for so long as that relationship is in effect (including affiliates subsequently established by acquisition, merger or otherwise).

1.2 Controlled Materials mean software or technical information that is subject to the United States Export Administration Regulation.

1.3 Customer Information means any data, information, software or other materials that Customer provides to RGS under the Agreement.

1.4 Effective Date means the signing date on an RGS Order Form executed by You.

1.5 Fees means the amounts to be paid by Customer to RGS (or authorized GS Reseller) for the RGS Products or Services.

1.6 Order Form means RGS’s standard ordering document or online form, an authorized RGS Reseller Purchase Order, RGS quote, direct purchase order issued by Customer, or other governing contract that is used to order RGS Products or Services, that has been executed by RGS and You.

1.7 Period of Performance (PoP) means the contractual dates outlined on the Order Form.

1.8 Product(s) or RGS Product(s) means RGS Carbide, Rancher, Rancher Prime, RGS, SUSE, or other Software, governed by: (i) this Agreement, and (ii) for SUSE branded software, the applicable SUSE Product Specific End User License Agreements (found at https://www.suse.com/licensing/eula/).

1.9 RGS Personnel means RGS employees, subcontractors, as well as individuals employed by RGS through co-employment services from professional employment organizations and the like.

1.10 RGS Professional Services means the delivery of specialized, project-based services and activities rendered by RGS Personnel on behalf of Customer.

1.11 RGS Support Services means the delivery of problem resolution and customer support services and activities by RGS Personnel or contractors, which services and activities will be subject to the RGS Support Terms of Service referenced below in Section 2.2.

1.12 RGS Training Services means RGS’s training courses delivered onsite or remotely, as the Parties agree in an applicable Order Form.

1.13 Service(s) means RGS Professional Services, RGS Training Services, and RGS Support Services.

1.14 Subscription Offering means RGS-branded Products or Services You acquire pursuant to an Order Form.

1.15 Subscription Offering Term means the period during which Customer is entitled to use, receive, access or consume RGS Support Services or RGS Products pursuant to an Order Form.

1.16. Taxes means any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or any RGS Products or Services, other than taxes based on the net income of RGS.

1.17 Unit means the applicable unit of measure set forth in the Order Form to quantify the amount of Subscription Offerings You acquire pursuant to the applicable Order Form.

1.18 Updates means any modifications, enhancements, bug fixes, patches, or other changes to the Products that are released by RGS and made available to customers generally as part of maintenance and support. Updates may include minor functional improvements or corrections but do not include new products, modules, or features that are marketed or priced separately. Updates are typically designated by a change in the version number to the right of the decimal point (e.g., version 2.1 to 2.2).

2. General Terms

2.1 Ordering. Products and Services may be purchased by Customer pursuant to an Order Form.

2.2 Structure. The terms governing the Products and Services purchased by Customer pursuant to Section 2.1 (Ordering) shall be the following (which list also sets forth the order of priority of governing terms in the event of a conflict or ambiguity between or among such terms): (1) the applicable Order Form, (2) this Agreement, (3) the RGS Software Terms found at https://ranchergovernment.com/terms-and-conditions, (4) the RGS Support and Maintenance Terms of Service set forth at https://ranchergovernment.com/terms-and-conditions, (5) the RGS Training Services Addendum attached hereto as Exhibit A, and (6) the SUSE Product Specific EULAs set forth at https://www.suse.com/licensing/eula/. Unless otherwise specified in an Order Form, terms defined in this Agreement shall have the same meaning when used in any other document made part of this Agreement.

2.3 Coverage Requirement. When You acquire a Subscription Offering for an RGS Product, You must also acquire sufficient Subscription Offerings of the applicable Units to cover all acquired, installed, or deployed RGS Products (including variants or components thereof) under your Order Form (“Coverage Requirement”). By way of example, if the Unit is per device on which the RGS Product is installed, then You must acquire a Subscription Offering for each such device. Upon renewal of a Subscription Offering for an RGS Product, your payment of Subscription Offering fees will be deemed a representation and warranty by You of the number of installations deployed for that RGS Product.

2.3.1 Rancher and SUSE Rancher. The Coverage Requirement applies to RGS Prime but not Rancher. However, if You deploy RGS Prime and Rancher on the same RGS Rancher Prime Management Server, You must also acquire Subscription Offerings in respect of each deployment of Rancher that shares an RGS Rancher Prime Management Server with an RGS Prime deployment. Otherwise, Rancher is not subject to the Coverage Model

2.3.2 SUSE Linux Enterprise. The Coverage Requirement applies to all Products containing “SUSE Linux Enterprise” or “SLE” in the product names as if they were one Product. This means that, for example, if You have a Subscription Offering for SLES, You must also maintain Subscription Offerings for all of your deployments of SLES for SAP, and vice versa.

2.4 Support Coverage.  All professional and consulting services must have an active accompanying Subscription Offering for such Services.

3. Term and Termination

3.1 Agreement Term. The Agreement begins on the PoP start date or the Effective Date of the Order Form to which this Agreement is attached, whichever is earlier, and continues until it is terminated as set forth below (the “Term”).

3.2 Subscription Offering Term. The term of any Subscription Offering that Customer orders will start on the specified Service or Product subscription start date as identified in the applicable Order Form and ends at the expiration of the Subscription Offering Term as defined in the applicable Order Form, unless sooner terminated according to this Agreement.

3.3 Product License Term. The term of any Product licenses that Customer orders will start on the specified license subscription start date as identified in the applicable Order Form and end at the expiration of the License Term as defined in the applicable Order Form unless sooner terminated according to this Agreement.

3.4 Termination for Cause. Either party may terminate this Agreement (in whole or with respect to any Order Form) by notice to the other Party if (a) the other Party materially breaches this Agreement, and does not cure the breach within thirty (30) days after written notice (except in the case of a breach of Section 5 (Representations and Warranties) in which case no cure period will apply), (b) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (c) any applicable reseller becomes debarred from Government contracting for any reason, or (d) any applicable reseller is acquired by an entity which, in RGS’s sole and absolute discretion, competes with RGS.

3.5 Termination for Convenience. RGS may terminate any Order Form at any time with or without cause by giving Customer thirty (30) days’ prior written notice. 

3.6 Suspension. RGS may, at its option, and without limiting its other remedies, suspend (rather than terminate) any Product or Service if Customer breaches the Agreement (including with respect to payment of Fees) until the breach is remedied. 

3.7 Effect of Termination; Survival. The termination or suspension of an individual Order Form will not terminate or suspend any other Order Form, or the remainder of the Agreement unless specified in the notice of termination or suspension. If the Agreement is terminated in whole, all outstanding Order Form(s) will terminate. If this Agreement or any Order Form is terminated, Customer agrees: (i) to pay for all items specified in the applicable Order Form that Customer used or deployed or that were provided by RGS up to the date of termination, and (ii) that RGS will not issue any refunds for any Fees paid. Except in the case of termination for RGS’s breach, Customer shall remain liable for all Fees stated in the applicable Order Form. All terms of this Agreement, except for those set forth in Sections 2.1 and 5.1, will survive the expiration or termination of this Agreement. 

3.8 Order Form(s) Renewal Grace Period. If the Customer is actively engaged in a renewal, RGS may, in its sole and absolute discretion, allow a fourteen (14) calendar day grace period after a subscription expires by providing written notice of such grace period to Customer (email acceptable).  The applicable subscription will continue during the grace period according to the terms of the Order Form.  No updates will be made to the PoP, or the individual subscription term.  Day one of the grace period will begin the day following the original subscription expiration date.  Upon expiration of the fourteen (14) calendar days Services will be suspended unless the applicable Order Form has been renewed by written agreement of the Parties. 

4. Fees and Payment

4.1 Payment of Fees. All undisputed invoices shall be paid by Customer to RGS within thirty (30) days of the date of invoice. If an invoice is disputed by Customer in good faith, Customer will provide RGS with written notice describing the basis for the dispute prior to the applicable due date. Customer shal​l​ pay the Fees without withholding or deduction in U.S. Dollars.  All Fees and other amounts paid under the Agreement are non-refundable. 

4.2. Fees. Fees are associated with the applicable RGS Product or Service and shall be delineated in the applicable Order Form.  In the case of a Subscription Offering, if during the term of the Agreement, the actual quantity of Units that the Customer deploys and for which the Customer is utilizing the Subscription Offering exceeds the number of Units identified in the applicable Order Form, Customer must promptly report to RGS the number of additional Units deployed and the date(s) on which the Products were deployed on the applicable Units. RGS will invoice Customer and Customer agrees to pay for the additional Units in accordance with this Section 4.  

4.3 Late Fees. Any payments more than thirty (30) days past due will be subject to a late fee of one and a half percent (1.5%) per month, or the maximum rate allowable by law, whichever is less.  Customer will reimburse RGS for all costs and expenses incurred by RGS in connection with the collection of overdue amounts, including without limitation reasonable attorneys’ and/or legal fees. 

4.4 Taxes. The Fees set forth in any Order Form are exclusive of, and Customer is liable for and will pay, all taxes, including any value added tax and goods and services tax or any similar tax imposed on or measured by this Agreement. If Customer is required to withhold or deduct any Taxes from the Fees, then Customer agrees to increase the amount payable to RGS by the amount of such Taxes so that RGS receives the full amount of all Fees.  Each Party is responsible for its own withholding taxes, employment taxes and other amounts required to be withheld or paid in connection with its personnel. 

5. Representations and Warranties

5.1  RGS represents and warrants to Customer that (a) it has the authority to enter into this Agreement, (b) the Services will be performed in a professional and workmanlike manner by qualified RGS Personnel, (c) to its knowledge, the RGS Software does not, at the time of delivery to Customer, include malicious mechanisms or code for the purpose of damaging or corrupting the RGS Software, provided, however, that standard subscription monitoring software to shut off access to subscription Products upon out-of-compliance conditions by Customer or termination shall not be deemed a breach of this subsection (c), and (d) RGS will comply with applicable US laws governing its performance under this Agreement. Customer represents and warrants to RGS that (i) it has the authority to enter into this Agreement, (ii) its use of Products or Services will comply with all applicable laws, and (iii) it will not use the Products or Services for any illegal activity. 

5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, THE RGS PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, AND RGS HEREBY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE. RGS AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE RGS PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR FREE, ACCURATE OR COMPLETE OR COMPLY WITH REGULATORY REQUIREMENTS, OR THAT RGS WILL CORRECT ANY OR ALL ERRORS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN SECTION 5.1, CUSTOMER’S EXCLUSIVE REMEDY, AND RGS’S  ENTIRE LIABILITY, WILL BE THE RE-PERFORMANCE,  OR REDELIVERY OF THE DEFICIENT RGS PRODUCT OR SERVICE, OR IF RGS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE RELEVANT RGS PRODUCT OR SERVICE, IN WHICH CASE CUSTOMER MAY RECEIVE A PRO RATA REFUND OF THE FEES PAID FOR THE DEFICIENT RGS PRODUCT OR SERVICE AS OF THE EFFECTIVE DATE OF TERMINATION.

WITHOUT LIMITING ANYTHING IN THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATIONS, CONTAINERS, AND HELM CHARTS (“APPLICATIONS”) AVAILABLE IN THE APPLICATION COLLECTION ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." RGS MAKES NO, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE FUNCTIONALITY, PERFORMANCE, RELIABILITY, SECURITY, OR SUITABILITY OF THE APPLICATIONS FOR ANY PURPOSE, AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER’S USE OF ANY APPLICATION FROM THE APPLICATION COLLECTION IS AT CUSTOMER’S SOLE AND EXCLUSIVE RISK, AND FURTHER INCLUDING WITHOUT LIMITATION: (A) THE USE OR THE INABILITY TO USE ANY APPLICATION FROM THE APPLICATION COLLECTION; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (E) ANY OTHER MATTER RELATING TO THE APPLICATIONS. 

5.3 The Secured Registry (rgcrprod.azurecr.us or https://registry.ranchercarbide.dev) is not intended to be used as the primary registry for running Kubernetes clusters. It is only intended as the acquisition point to obtain the RGS Product secured images. Customer shall seed its own, private OCI registries, and use those registries for its Kubernetes clusters.  Failure to do so could result in loss of data or access to Customer’s data upon termination of this Agreement or the applicable Order Form. 

5.4 The Products and Services have not been tested in all situations under which they may be used. RGS will not be liable for the results obtained through use of the Products or Services and Customer is solely responsible for determining appropriate uses for the RGS Products and Services and for all results of such use. For example, and without limiting the foregoing, RGS Products and Services are not specifically designed, manufactured or intended for use in (a) the design, planning, construction, maintenance, control, or direct operation of nuclear facilities, (b) aircraft control, navigation, or communication systems, (c) weapons systems, (d) direct life support systems, or (e) other similar hazardous environments. 

6. Confidentiality

6.1 Definition. For purposes of this Agreement, "Proprietary Information" means written, documentary, oral or visual information of any kind disclosed by one Party (“Discloser”) to the other Party (“Recipient”), including, but not limited to: (i) the terms and conditions of this Agreement; (ii) any Order Form; (iii) source code, libraries, build procedures, utilities, lifecycle artifacts, any and all written or digital intellectual property, computer programs, documentation, training materials and techniques; (iv) information of a business, planning, marketing or technical nature, including, financial data, plans, specifications, forecasts, market intelligence, concepts, fixed assets, customer and/or employee information, strategies, agreements or other proprietary or confidential material which the disclosing party may, at its sole discretion, disclose to the receiving party; (v) models, tools, processes and procedures, and software; and (vi) any documents, reports, memoranda, notes, files or analyses prepared by or on behalf of the receiving party that contain, summarize or are based upon any Proprietary Information. Information disclosed orally shall be considered Proprietary Information if a reasonable person at the time of disclosure would consider such information to be proprietary. 

6.2 Exclusions. Information shall not be considered Proprietary Information if: (a) the information is or becomes publicly available other than as a result of the Recipient’s, or its agent’s breach of this Agreement; (b) the Recipient, at the time of disclosure, knows or possesses the information without obligation of confidentiality or thereafter obtains the information from a third party not under an obligation of confidentiality; (c) the Recipient independently develops the information without use of the Discloser’s Proprietary Information; or (d) the information is licensed under an Open Source License (as defined by the Open Source Initiative (https://opensource.org/). 

6.3 Restrictions. Recipient: (a) may not disclose Proprietary Information of a Discloser to any third party unless Discloser approves the disclosure in writing or the disclosure is otherwise permitted under this Section 6; (b) will use the same degree of care to protect Proprietary Information of Discloser as it uses to protect its own proprietary information of a similar nature, but in no event less than reasonable care; and (c) may disclose Proprietary Information of the Discloser only to its employees, personnel, Affiliates, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation (or other professional obligation) to keep such information proprietary using standards of confidentiality no less restrictive than those required by this Section 6. These obligations will survive this Agreement and continue until the Proprietary Information lawfully becomes known to the public, as defined in Section 6.2.  

6.4 Disclosures Required by Law. The Recipient may disclose the Discloser’s Proprietary Information to the extent required under order of a court of competent jurisdiction, a valid administrative or congressional subpoena, law, rule, regulation (including any securities exchange regulation), or other governmental action provided that the Recipient (i) promptly notifies the Discloser in writing prior to disclosure of the information, and (ii) assists the Discloser, at the Discloser’s expense, in any attempt by the Discloser to limit or prevent the disclosure of the Discloser’s Proprietary Information. 

 6.5 Remedies Upon Breach. Each Party agrees that the other Party may have no adequate remedy at law if there is a breach or threatened breach of this Section 6 and, accordingly, that either Party may be entitled (in addition to any legal or equitable remedies available to such Party) to injunctive or other equitable relief to prevent or remedy such breach. 

6.6 Return or Destruction. Proprietary Information that is disclosed prior to termination of this Agreement will remain subject to this Agreement for the period set forth above. Upon written request of the Discloser, the Recipient will promptly return or destroy all Proprietary Information of the Discloser, except for Proprietary Information of the Discloser stored in routine back-up media not easily accessible during the ordinary course of business. 

7. Use of Product Information, Feedback, Reservation of Rights and Audit 

7.1 Use of Product or Services Information. If Customer provides RGS information in connection with Customer’s use of or access to the Products or Services, Customer agrees that, subject to Section 6, RGS and its Affiliates may use such Customer use of Product or Service information in connection with providing the Products or Services to Customer. Customer represents, warrants and covenants to RGS that Customer’s provision (and RGS’s use) of this information under this Agreement does not require any additional consents or licenses, will be in compliance with applicable law, and will not violate any intellectual property, proprietary, privacy, or other right of any third party. As between RGS and Customer, Customer retains all other rights in and to this information.  RGS grants to Customer only those rights expressly granted in the Agreement with respect to the Products and Services and reserves all other rights in and to the Products and Services (including all intellectual property rights). RGS may collect and use for any purpose aggregated, anonymous benchmark data about Customer’s use of the Products or Services. Nothing in this Agreement will limit RGS from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to Customer and whether any such other party may be a competitor to Customer. The terms of Section 6 will not prohibit or restrict either Party's right to develop, use or market products or services similar to or competitive with the other Party; provided, however, that neither Party is relieved of its obligations under this Agreement. 

7.2 Feedback. For purposes of this Section 7.2, the term “Feedback” means input regarding the Products or Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Products and/or Services, or input as to whether Customer believes RGS’s development direction is consistent with their own business and IT needs.  If Customer chooses to voluntarily provide any Feedback to RGS regarding RGS Products or Services, RGS may use such Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve RGS Products and other RGS offerings without attribution or compensation. Customer grants RGS a perpetual and irrevocable license to use all Feedback for any purpose. Customer agrees to provide Feedback to RGS only in compliance with applicable laws and Customer represents that it has the authority to provide the Feedback and that Feedback will not include proprietary information of a third party.  RGS acknowledges and agrees that any Feedback provided by the client under this agreement is on an “as is” basis, without any warranty of any kind. 

 7.3 Marketing. Customer hereby acknowledges and agrees that RGS may use Customer’s name, trademarks and contract award details in a public marketing release, and on RGS’ website, brochures, presentations, case studies, press releases, social media, and other public or private communications (“Marketing”).  In connection with Marketing, RGS shall adhere to any Customer branding guide provided to RGS in writing. RGS shall not disclose any Customer confidential or restricted information in connection with any Marketing. Where Customer is a US Government agency, RGS will seek Customer approval before using Customer details in connection with Marketing.

7.4 Audit. While this Agreement is in effect and for one year thereafter, RGS or its designee, acting in accordance with Section 6, may inspect Customer’s facilities and records to verify its compliance with this Agreement. Customer agrees to (a) respond promptly to requests from RGS for information, documents and/or records, (b) grant RGS appropriate access for on-site visits in order to verify Customer’s compliance with the terms of this Agreement, and (c) reasonably cooperate with RGS in connection with any such verification. RGS will provide written notice at least thirty (30) days prior to any on-site visits and will conduct onsite visits during regular business hours in a manner that reasonably minimizes interference with Customer’s business.  Refusal or noncompliance by Customer with an audit by RGS will be deemed an incurable breach of contract.  RGS may, in its sole discretion, require Customer to enable the reporting and scanning functions that exist within the software Product in use and provide those reports to RGS as requested. Any adjustment to the licensed subscription quantity of a software Product as a result of the audit will exclusively be an increase and no refunds for overpayment will be made.  If RGS notifies Customer of any noncompliance (whether derived from an on-site audit or electronically) and/or delivers an invoice for the amount of underpayment, then Customer will resolve the non-compliance and make payment within thirty (30) days from the date of notice. If the underpayment exceeds twenty thousand dollars ($20,000), then Customer will also reimburse RGS for the reasonable cost of the inspection. 

8. Limitations 

8.1 DISCLAIMER OF DAMAGES. EXCEPT FOR DAMAGES ARISING OUT OF A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 OR CUSTOMER’S VIOLATION OF THE SCOPE OF LICENSE OR OTHER RGS INTELLECTUAL PROPERTY RIGHTS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST OR DAMAGED DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICE INTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND FURTHER INCLUDING WITHOUT LIMITATION: (A) THE USE OR THE INABILITY TO USE ANY APPLICATION, CONTAINER, OR HELM CHART FROM THE APPLICATION COLLECTION; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (E) ANY OTHER MATTER RELATING TO THE APPLICATIONS, CONTAINERS, OR HELM CHARTS. 

8.2 LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 OR CUSTOMER’S VIOLATION OF THE SCOPE OF LICENSE OR OTHER RGS INTELLECTUAL PROPERTY RIGHTS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S NOR ITS AFFILIATES’ TOTAL AND AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL EXCEED THE FEES RECEIVED BY RGS WITH RESPECT TO THE PARTICULAR RGS PRODUCT OR SERVICE GIVING RISE TO LIABILITY UNDER THE MOST APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM.  THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHER LEGAL THEORY. THESE LIMITATIONS DO NOT LIMIT CLAIMS OF BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENCE OF A PARTY OR ITS AFFILIATES. 

9. Limitation of Liability

9.1 ​​Governing Law and Claims. The Agreement, and any claim, controversy or dispute related to the Agreement, are governed by, and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the Commonwealth of Virginia. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of the Commonwealth of Virginia, and each Party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of this Agreement may be brought by either Party more than one (1) year after the earlier of the following:  (a) the expiration of all Order Forms, (b) the termination of this Agreement, or (c) the time a Party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each Party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.​​​ 

10. ​​​Customer Responsibilities​​​​ 

10.1 ​​​​Testing​. Customer is responsible for testing the Products, Updates, patches and any other software or process obtained from RGS, before: (i) deploying them in the Customer’s production environment; (ii) using them to process live data; or (iii) incorporating them into processes that could impact Customer’s business or data subjects. ​​ 

10.2 ​​​​Security and Back-up​. Customer acknowledges and agrees that while RGS Products may contain features designed to improve the overall security of the Customer’s environment, the Customer is solely responsible for implementing, and shall implement, appropriate measures to ensure the security, integrity and accuracy of its systems and data. If Customer sustains a data loss and/or system outage, Customer is solely responsible for recovering and restoring its systems and data. RGS Services do not include data migration or data recovery support or remote access by RGS personnel to Customer’s network and/or systems. Where RGS personnel will access Customer systems and data, Customer shall be solely responsible for implementing appropriate industry standard safeguards in accordance with least privilege principles.​​ 

10. ​​​Miscellaneous 

11.1 ​​Export. RGS may supply Customer with Controlled Materials. Customer shall comply with all applicable export and import laws or regulations, including any local laws in Customer’s jurisdiction, concerning Customer’s right to import, export or use Controlled Materials and agrees that RGS is not responsible for Customer’s compliance. Without limiting the foregoing, Customer shall not export, disclose, re-export or transfer the Controlled Materials, directly or indirectly, to: (a) any U.S. embargoed destination; (b) any party who Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, unmanned air vehicle systems, or any other restricted end-use; or (c) anyone on (or controlled by a person or entity on) a U.S. government restricted persons list, including those who have been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. Customer will not provide to RGS any data or engage RGS in any activity, in each case, that could constitute the development of a “defense article” or provision of a “defense service” to Customer, as these terms are defined in Section 120 of the International Traffic in Arms Regulations (ITAR). In addition, Customer will not, and will not allow third parties under Customer’s control, (i) to provide RGS with Customer Information that requires an export license under applicable export control laws or (ii) to process or store any Customer Information that is subject to the ITAR. If Customer breaches (or RGS believes Customer has breached) this paragraph or the export provisions of an end user license agreement for any RGS ​Product, or RGS ​is prohibited by law or otherwise restricted from providing Products or Services to Customer, RGS may terminate this Agreement and/or the applicable Order Form. Customer acknowledges that to provide the Products and Services, it may be necessary for Customer Information to be transferred between RGS, its Affiliates, vendors and/or subcontractors, which may be located worldwide. ​ 

11.2 ​​​Anti-Corruption Laws​. Each party and its Affiliates and any other persons performing any activities related to this ​Agreement,​ will ​comply with all applicable anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act​, and will not engage in conduct that would cause the other party to violate any law or regulation including ​anti-corruption Laws. Neither party nor its officers, employees, agents or subcontractors will offer, promise, give, request,​ ​accept or agree to accept from any person (whether for themselves or on behalf of another) any advantage, gift, payment,​ ​consideration or benefit of any kind that is intended to influence a decision or gain advantage or that otherwise constitutes​ ​a bribe and/or an illegal or corrupt practice under the applicable laws of any country, either directly or indirectly in​ ​connection with this ​Agreement​ or the business of ​RGS​ (“the Anti-Corruption Obligation”). Each party will disclose in writing to the​ ​other details of any breach or alleged breach of the Anti-Corruption Obligation. A party may terminate this ​Agreement ​immediately​ ​upon written notice to the other in the event of a breach or suspected breach of the Anti-Corruption Obligation by the other​ ​party​​​​. 

11.3 Relief.  RGS shall not be liable for any breach of this Agreement by RGS, including delay in performing, or failure to perform, the Services, to the extent such breach, failure or delay results from: (a) Customer’s failure to perform, or delay in performing, Customer’s obligations as specified in the Agreement; (b) any act or omission by Customer (or anyone acting on its behalf) that could reasonably be seen as the cause of a delay or failure to perform; or (c) Customer’s failure to comply with applicable laws.

11.4 Notices. Notices must be in English, in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the address(es) or email address provided by Customer, including through an automated receipt or by electronic log. Any notice from Customer to RGS must include a copy sent to: Rancher Federal, Inc., Attention: Legal Department, 1900 Reston Metro Plaza, Suite 600, Reston VA 20190; Email: legal@rancher​government​.com. Billing notices to Customer will be addressed to the billing contact designated by Customer on the applicable Order Form. 

11.5 Assignment. Either Party may upon written notice to the other Party: (a) assign this Agreement to an Affiliate if the Affiliate is not debarred from Federal contracting, and has a financial condition and creditworthiness sufficient to satisfy the assigning Party’s obligations under the Agreement and the assignment will not affect the non-assigning Party’s obligations under the Agreement; and (b) assign this Agreement to a successor or acquirer pursuant to a merger or sale of all or substantially all of such Party’s assets. Any other assignment will be deemed void and ineffective ab initio without the prior written consent of the non-assigning Party. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. 

11.6 Waiver. A waiver by a Party under this Agreement is only valid if in writing and signed by an authorized representative of such Party. A delay or failure of a Party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights.

11.7 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship between the Parties or any Affiliate. Each Party is solely responsible for supervision, control and payment of its personnel and contractors. For the purposes of this Agreement, RGS Personnel shall not be considered subcontractors. RGS may subcontract Services to third parties and Affiliates as long as (a) they agree to protect the Proprietary Information of Customer as if they were bound by RGS’s obligations under Section 6, and (b) RGS remains responsible to Customer for performance of its obligations. 

11.8 Third Party Beneficiaries. This Agreement is binding on the Parties to this Agreement and, other than as expressly provided in the Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy. 

11.9 Force Majeure. Neither Party is responsible for nonperformance or delay in performance of its obligations (other than payment of Fees) due to causes beyond its reasonable control. If the period of non-performance of one Party exceeds 30 calendar days from receipt of notice of the force majeure event, the other Party may, by giving written notice, terminate this Agreement. 

11.10 Complete Agreement and Order of Precedence. The Agreement represents the complete agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter, including any prior confidentiality agreements entered into by the Parties. Any terms contained in any other documentation that Customer delivers to RGS, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of the Agreement or otherwise bind the Parties. If there is a conflict between the Agreement and any Order Form, the terms of the Agreement will control unless otherwise expressly provided in the Order Form.

11.11 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same document. The Parties may exchange signature pages by email or electronic signature process and such signatures will be effective to bind the Parties to the Agreement. 

11.10 Severable. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement will remain in effect to the greatest extent permitted by law. 

11.11 United States Government End Users. The software Products and their documentation are "Commercial items," "Commercial computer software" and "Computer software documentation" as defined by the Federal Acquisition Regulations (“FAR”) and Defense Federal Acquisition Regulations Supplement (“DFARS”). Pursuant to FAR 12.211, FAR 12.212, DFARS, 227.7202-1 through 227.7202-4, and their successors, the U.S. Government acquires the software Products and their documentation subject to the terms of this Agreement. 

Exhibit A
Training Services Addendum

1. ​​​Services

1.1 Limitations.  This Training Addendum will only apply where Customer is purchasing RGS Training Services on an applicable Order Form. 

1.2 Rancher Training Services. “Training” means RGS’s training courses delivered onsite or remotely as the Parties agree in an applicable Order Form. “Participant” means a client designee who is receiving the Training. RGS will provide Customer and Participants with Training as specifically set forth in an Order Form of RGS Purchase Order executed by the parties. 

1.3 Rancher Personnel. The RGS Personnel assigned to deliver Training shall have appropriate technical and professional skills to enable them to perform their duties in a professional manner, consistent with generally accepted industry standards. Customer will promptly notify RGS of any RGS Personnel that Customer believes are performing in an unsatisfactory manner. RGS will cooperate with Customer in removing any RGS Personnel who perform the Services in an unsatisfactory manner and will use commercially reasonable efforts to replace such personnel with an acceptable substitute(s). 

 1.4 Independent Contractor.  While at Customer’s facilities, all RGS Personnel shall observe and follow Customer’s reasonable work rules, policies and standards, as communicated to RGS in advance in writing.  RGS shall be solely responsible for (i) the payment of all wages, salaries, overtime pay and other compensation due to RGS Personnel, (ii) the payment for and the provision of all benefits and workers’ compensation insurance in accordance with RGS’s corporate policies, (iii) the withholding of all employment related taxes for such employees and the payment, as applicable, of employment related taxes and Workers’ Compensation Insurance.  No RGS Personnel shall be entitled to participate in, or receive any benefit or rights as an employee of any Customer entity under, any of the Customer employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security plans, as a result of or in connection with this Agreement. 

1.5 Customer Facilities.  If Training is to be delivered at a Customer office, RGS Personnel shall be provided a safe and adequate workspace. The Customer shall provide all such facilities, supplies, and services as RGS determines are reasonably required for the performance of the RGS Personnel’s duties under this Agreement, including sufficient network access to allow for internet access from the RGS Personnel’s laptop, and from Participants receiving the training. 

1.6  Remote Work; Multiple Personnel; Work Schedule. Training may be delivered onsite, remotely, or as a mix of onsite and remote delivered Training, using multiple personnel, as the Parties agree in an applicable Order Form. Following the purchase of Training, Training will be delivered at a schedule mutually agreed by the Parties and subject to RGS Personnel availability. RGS Personnel will deliver Training Monday through Friday, between the hours of 8:00 am and 7:00 pm (the “Regular Work Hours”), the time zone for delivery shall be mutually agreed upon by the Parties. RGS does not deliver Training outside Regular Work Hours, or on holidays. RGS company holidays​     ​ for personnel rendering services in the United States are the eleven standard US Federal holidays.  For Training conducted outside the U.S. holiday schedules will be provided upon Customer request. 

1.7 Deliverables. Training is provided with no deliverables. Training is considered complete and accepted when the Training purchased by Customer has been performed. Customer’s payment of an invoice constitutes acceptance of the Training invoiced. 

1.8 Training Materials. Following conclusion of the delivery of Training and at Customer’s request, RGS will provide to Customer a copy of any prepared material used in delivery of the training; this material remains the sole and exclusive property of RGS, is not work product of this engagement, and is considered Proprietary Information under the Agreement. Notwithstanding the foregoing, RGS grants customer a limited, non-exclusive, worldwide license, with no right to Updates, to copy and distribute the materials for distribution solely among Customer personnel who need the training materials. 

1.9 Term. Unless otherwise agreed by the Parties, Training is to be delivered within 12 months from the date of purchase. Training not delivered within this term will be considered forfeited.  

2. ​​​Expenses 

2.1 Payment of Actual Expenses. Any travel or other expenses associated with performing Training will be billed to the Customer at actual cost and RGS will provide supporting documentation for such expenses. Customer will be responsible for any change or cancel​l​ation fees incurred in the event that the Customer request to reschedule Training or Customer does not meet the requirements described in the “Customer Facilities” section.  

2.2 Prepaid Flat Rate Expenses. Alternatively, the Customer may choose to pre-pay travel or other expenses at a flat rate by ordering prepaid travel and expenses with training in an Order Form. Should Customer prepay expenses at a flat rate, supporting documentation for expenses will not be provided, and travel expenses are non-refundable. 

Download the Rancher Government Solutions Enterprise Agreement 

Last Updated 08/11/2025