Common use of Export Control Restrictions Clause in Contracts

Export Control Restrictions. OneStream observes and abides by all United States export control guidelines and sanctions rulings on applicable countries, organizations and individuals. OneStream will not deliver any Exams, training events, or services, public or private, to organizations or individuals subject to US export control restrictions or sanctions. No attendance in classes or purchasing of subscriptions, purchasing of Exam Vouchers, online access or other training materials and content will be allowed by any government, organization or individual subject to United States export control restrictions and sanctions, or by any organization or individual operating or residing in any country or region of a country currently under US export control restrictions or sanctions, regardless of where such purchases may originate or where the OneStream training events in question are being held. Individuals residing in the embargoed territories of Crimea, Cuba, Iran, North Korea, Syria and Sudan are prohibited from purchasing and using OneStream’s products, attending OneStream training or taking exams with OneStream, a company headquartered in the United States and subject to U.S. Export Administration regulations. Individuals who present approved candidate identification showing a non-embargoed country residence may attend OneStream Training, take Exams and receive Certifications. IMPORTANT: READ CAREFULLY BEFORE TAKING THIS EXAMINATION THE DISCLOSURE TO YOU OF THIS EXAMINATION (THE “EXAM”) AND/OR ANY ACCOMPANYING MATERIALS AND ANY DERIVATIVES THEREOF (THE EXAM AND ANY SUCH ACCOMPANYING MATERIALS BEING "EXAM MATERIALS") IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS NONDISCLOSURE AGREEMENT (this “NDA” or this “AGREEMENT”). BY CLICKING ON THE "START" BUTTON IN RESPONSE TO THE ACCEPTANCE QUERY, OR BY OTHERWISE RECEIVING OR TAKING THE EXAMINATION, YOU AGREE TO, AND ARE BOUND BY, THIS AGREEMENT. This Agreement is between the person taking this exam (“You”) and OneStream Software LLC (“OneStream”) 1. You understand, acknowledge, and agree: (a) That the Exam Materials are the confidential property OneStream and are protected by OneStream's intellectual property rights; (b) That You may use the Exam Materials solely for the purpose of taking this Exam; (c) That You may not disclose the Exam Materials or discuss any of the content of the Exam Materials with any person, without prior written approval of OneStream; (d) That You may not distribute Exam Materials by Web postings, discussion groups, chat rooms, study guides, or any other means; (e) Not to remove from the examination room or online session any Exam Materials or any other material related to the Exam Materials, including, without limitation, any notes or calculations; (f) Not to copy or attempt to make copies, disclose, reproduce, download, post or publish, disclose, or distribute in any way, or otherwise reverse engineer, decompile or disassemble, or make any derivate works, (whether modified, translated, or in their original form), in whole or in part or by any means (oral, written, photocopied, electronic, reconstructed through memory or otherwise) of any Exam Materials; (g) Not to buy, sell, license, distribute, give away, transfer, receive, or obtain from any other source other than OneStream the Exam Materials, questions or answers; (h) Not to use any preparatory materials for an Exam Materials other than those made available and authorized by OneStream or a source expressly authorized by OneStream (including, but not limited to, “brain dump” material, information retained in human memory, or unauthorized publications of Exam Materials questions with or without answers); (i) Not to use any aids, notes, equipment or other materials not authorized by an Exam Materials delivery partner or OneStream during the examination, including, for example, the use of an unauthorized copy of the Exam Materials, or otherwise cheating during an examination; (j) Not to provide falsified documentation as a means of a false identity, false address, false email, or solicitation of someone to take a test on another’s behalf. 2. Candidates must take no action to compromise the integrity or confidentiality of any OneStream Exam Materials or the associated examination and/or certification process. Prohibited actions include, but are not limited to, any of the following things. (a) Using any unauthorized preparation materials. The only authorized preparation materials for a OneStream Exam Materials are those made available by OneStream or a provider authorized by OneStream. (b) Utilizing an unauthorized copy of the Exam Materials, e.g., from a non-OneStream website. (c) Reproducing Exam Materials by any means, including reconstruction through memorization. (d) Misconduct as determined by observation or statistical analysis. (e) Requesting access to Exam Materials questions or other protected Exam Materials in forums, chat rooms or discussion groups, blogs, file sharing sites, or social networking sites. (f) Altering Exam scores, score reports, certificates, or digital credentials in any manner so-as-to misrepresent the certification status. (g) Giving or receiving unauthorized assistance during an examination. (h) Using OneStream Support Services for assistance with Exam Materials questions or to obtain Exam Materials questions and answers. (i) Hiding pertinent information regarding a violation of these rules, either intentionally or carelessly. (j) Causing a disturbance in, or violating any rule of, a testing facility. (k) Violating the Exam retake policy. (l) Using any Exam Materials in any way that would violate applicable law. (m) Violating the OneStream Exam Materials delivery partner’s examination agreement in any way. 3. Violation of any of these provisions will cause irreparable harm to OneStream for which a remedy at law may be inadequate, and that OneStream shall be entitled, without waiving any other rights or remedies, to take all appropriate actions to remedy or prevent such disclosure or misuse, including obtaining an immediate injunction. 4. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable by You. This Agreement may be modified only by a writing signed by both parties. This Agreement represents the entire Agreement of the parties hereto pertaining to the subject matter of this Agreement and supersedes any and all prior oral discussions and/or written correspondence or agreements between the parties with respect thereto. If any provision of this Agreement is illegal, invalid or non-enforceable, the remaining provisions shall nonetheless be legal, valid and enforceable. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Michigan, without regard to its conflict of laws rules.