MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT
This Master Software License and Services Agreement (“Agreement”) is entered as of _TBD_, (the “Effective Date”) by and between Nexaweb, Inc. (“Nexaweb”), a Delaware corporation, with its principal place of business at 1 New England Executive Park Suite 205, Burlington, MA 01803, and _TBD_ (“Licensee”), a _TBD_ corporation, with its principal place of business at _TBD_.
In consideration of the premises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:
DEFINITIONS. The following definitions apply: “Confidential Information” means the Software, all parts, copies and modifications thereof and any other information, in whatever form, received by Licensee from Nexaweb which is identified as being proprietary or confidential at the time of disclosure or should reasonably be understood to be proprietary; provided, however, such information shall not be deemed Confidential Information if Licensee can clearly establish by written evidence that it (a) is or becomes a part of the public domain through no act or omission of Licensee; or (b) was in Licensee’s lawful possession prior to the disclosure and had not been obtained by Licensee from Nexaweb; or (c) is lawfully disclosed to Licensee by a third party without restriction on disclosure; or (d) is independently developed by Licensee without the use of any Confidential Information; “Documentation” means the documentation (in both electronic and hardcopy form) that pertains to the Software and is customarily provided by Nexaweb for use with the Software; “internal business purposes” shall include third party access by way of the internet to Licensee’s application, provided that such third parties shall not access the individual object code modules of particular routines in the Software that are otherwise accessible by operation of such application; “Maintenance” means technical support and updates in support of the Software; “Nexaweb” means Nexaweb, Inc., a Delaware corporation (including its subsidiaries); “Product Schedule” means the products, pricing, license and application configuration and allocation of services terms, which the parties hereby agree and commit to, as set forth in Exhibit A or any additional Product Schedules agreed to by the parties to be designated as Exhibit A-1, A-2…..A-X (collectively the “Product Schedules”), the terms of which are incorporated herein; “Software” means the Nexaweb and/or Nexacro software, Documentation, and any patch, update, upgrade, modification or other enhancement to such software or Documentation so delivered to Licensee; “Licensed Software” means any Software included in Exhibit A or any additional Product Schedules agreed to by the parties.
1. LICENSE TERMS. Nexaweb grants Licensee a nonexclusive, nontransferable, nonsublicensable, right and license (the “License”) to install, execute and use, the Software, in accordance with the Documentation, (each licensed copy of the Software to be utilized as follows: if a runtime server – to be utilized on only the specified number of CPUs and only for the specified application; if a development server – to be utilized on only the specified number of CPUs and only for the specified application; and if a development client – to be utilized only by the named developer on one machine at the Licensee’s facility and only for the specified application) specified in the Product Schedule, and solely for Licensee’s internal business purposes for the development and use of the application, as specified in the Product Schedule, which incorporates or makes use of the Software in whole or in part, and to use the Documentation only in conjunction with installation and use of the Software as permitted hereunder. The term of the license(s) is(are) specified in the Product Schedules. In addition, test licenses are restricted only to Licensee’s internal use of Software solely for testing purposes of the application and not for any internal deployment and/or production utilization. In the absence of any associated “Product Schedule” this license will be deemed to be for evaluation purposes only and is only valid for thirty (30) days from the first usage of the Software immediately following the date the license was issued, but in no event longer than ninety (90) days immediately following the date the license was issued. Nexaweb (or its licensors) owns and will retain all copyright, trademark, trade secret and other proprietary rights in and to the Software. Licensee’s rights are limited to the license and the terms of this Agreement. Licensee will remain directly liable and responsible to Nexaweb and its licensors for any action and/or omission inconsistent with the terms and conditions of this Agreement by any third party who access Licensee’s application by way of the internet and Licensee shall indemnify and hold harmless Nexaweb and its licensors and their respective officers, directors, employees and agents, from and against any and all claims, demands, costs and liabilities (including all reasonable attorneys’ fees) arising out of or related to any representation, action or omission by such third parties inconsistent with the terms of this Agreement.
2. SUPPORT AND MAINTENANCE. For licenses purchased with a perpetual term, Licensee shall purchase the Maintenance elected and as specified in the Product Schedule. For licenses purchased on a subscription basis, Maintenance is included without additional charge. All Maintenance will be provided in accordance with Nexaweb’s then‑current software support policy for such Maintenance, current versions of which can be found within Nexaweb’s website (www.nexaweb.com) and which are incorporated herein by reference. Anything herein to the contrary notwithstanding, Maintenance shall be provided only in accordance with the software support policy. Unless otherwise authorized in writing by Nexaweb, the first Maintenance and/or Subscription License period (hereafter “Maintenance Period”) begins on the date of receipt of the Software and ends on the last day of the Maintenance and/or Subscription License term specified in the appropriate Product Schedule. Maintenance shall continue for additional terms of the same duration pursuant to Nexaweb’s policies and fees applicable on the date of renewal unless, for Maintenance Periods longer than one month, not less than thirty days prior to the date upon which the then-current term is due to end, Licensee notifies Nexaweb in writing of its intention to terminate Maintenance. For Maintenance Periods of one month or less, the notification must be not less than ten (10) days prior to the end date of the period. In order to qualify for Maintenance Periods of one month or less, Licensee agrees to provide a valid bank routing and account, credit card, or debit card number (“Payment Account”) to Nexaweb and that Nexaweb is authorized to use the Payment Account to collect monthly payments without further authorization from Licencee. Once terminated, Licensee may resume Maintenance by payment of the then‑current Maintenance fee for the period desired plus the aggregate of unpaid Maintenance fees between cancellation and resumption of Maintenance, plus a resumption charge in accordance with Nexaweb’s then‑current resumption policy. Nexaweb may terminate Maintenance fifteen (15) days after written notice to Licensee if Maintenance fees plus any resumption fees and charges then currently due are not fully paid according to the agreed-upon payment terms. At any given time, Nexaweb will offer Maintenance support for the then‑current release of the Software and, for not less than twelve (12) months after release of the then-current release, the immediately preceding release. Nexaweb may, where appropriate, prorate Maintenance fees so that Maintenance for all Software is renewable on the same date, even if all the Software or Maintenance were not ordered at the same time. Should Nexaweb designate such a common renewal date, then renewal and/or termination pursuant to this Section 2 shall take place with reference to that date.
3. PROFESSIONAL SERVICES. Nexaweb will provide professional services on a time and materials basis, unless otherwise specified in a written work order attached to this Agreement, as ordered by Licensee. Professional services will be provided in accordance with Nexaweb’s standard professional services terms and conditions, incorporated herein by reference, at the then-current Nexaweb price and any relevant work order. Any ideas, know-how, techniques and software which may be developed by Nexaweb in connection with Maintenance and/or professional services, including any enhancements or modifications made to the Software, shall be the sole property of Nexaweb and subject to this Agreement. Where services are provided on a time and materials basis, a timesheet for all Nexaweb consultants assigned to the work order shall be presented to Licensee for signature at the end of each week. Licensee’s signature will represent acceptance of the work completed during the time period referenced on the timesheet. In the event that Licensee does not sign a timesheet or notify Nexaweb in writing of a dispute related to the timesheet within three (3) days of receipt of a timesheet from Nexaweb, such timesheet will be deemed to be signed and accepted by Licensee. Commercially reasonable travel and associated expenses will be billed in addition to the charges for time expended. Services will be billed monthly, with invoices denominated in USD. Invoices will be payable net 30 from the invoice date; if the invoice is under valid dispute, payment of any portion in dispute, and only the portion in dispute, will be extended until the dispute is resolved. Any payment made after 30 days for undisputed invoices is subject to interest charges of 1.5% per month.
4. CERTAIN RESTRICTIONS AND OTHER CONDITIONS
(a) Licensee shall (i) not distribute, sublicense, transfer, sell, license, rent, assign or otherwise convey (whether by operation of law or otherwise) the Software, whether on its own or embedded in any other application as an OEM, ISV, ASP, or otherwise or use the Software for third party training, commercial time-sharing, any other form of shared use, hosting, application service provision or service bureau use, or allow any third party to have access to or use the Software for any reason, except as otherwise permitted hereunder or authorized in writing by Nexaweb; (ii) not modify, enhance, reverse engineer, decompile, disassemble, supplement, create derivative work from, adapt, translate or otherwise reduce the Software to human readable form and/or merge the Software with other software or documentation; (iii) not copy all or any part of the Software; provided that Licensee may make a reasonable number of copies of the Software and Documentation solely for archival, emergency back-up, or disaster recovery purposes; (iv) not disclose or permit others to have access to the Confidential Information or any results of benchmark tests, unless Nexaweb consents to such disclosure in writing, and Licensee shall limit any disclosure of Confidential Information to Licensee’s bona fide employees whose access is necessary to effect the purposes of this Agreement. Such employees shall be notified by Licensee that any disclosure under this Agreement is made in confidence and shall be kept in confidence, and shall be subject to a binding agreement with Licensee to protect the confidentiality of the Confidential Information. Licensee shall be responsible for any use or disclosure of the Confidential Information by any of Licensee’s employees or agents, and shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized dissemination or publication of the Confidential Information as Licensee uses to protect Licensee’s own confidential information; (v) not remove from any part of the Confidential Information any notice of proprietary rights or any disclaimer and shall ensure that all proprietary rights notices on the Confidential Information are reproduced and applied to any authorized copies; or (vii) maintain all copies of Software in a manner so as to reasonably preclude unauthorized use thereof or access thereto.
(b) The Software is not fault tolerant and is not designed, intended or authorized for use in any application in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage, and Nexaweb and its subsidiaries and licensors specifically disclaim any express or implied warranty with respect to any such use and Licensee shall indemnify, defend and hold Nexaweb and its subsidiaries and licensors harmless from any claims for loss, cost, damage, expense or liability (“Claims”) arising out of or in connection with Licensee’s use of the Software in or for such unauthorized applications. (c) In the event that Licensee is a partner under a partner agreement with Nexaweb, such Licensee shall ensure that all its customers utilizing the Software, in accordance with the partner agreement, are bound by the terms and conditions of this Agreement; shall enforce the obligations of each such customer under the terms and conditions of this Agreement; shall promptly report to Nexaweb any breach of such a customer under the terms and conditions of this Agreement; and in the event that such Licensee fails to ensure that its customers utilizing the Software are bound by the terms and conditions of this Agreement, such Licensee shall be responsible for any and all obligations of such customers pursuant to the terms and conditions of this Agreement.
5. U.S. GOVERNMENT RIGHTS. The Software and Documentation are “commercial computer software” and “commercial computer software documentation”, respectively. Use, modification, duplication and disclosure of the Software and Documentation by the U.S. Government is subject to restrictions set forth in this Agreement or in a written agreement specifying the Government’s right to use the Software and Documentation. Nexaweb reserves all unpublished rights under U.S. copyright laws.
6. TERMINATION, Either party may terminate this Agreement if the other party breaches any of its obligations hereunder and fails to cure such breach within thirty (30) days after written notice. Upon termination, all rights granted to Licensee hereunder shall terminate and Licensee shall cease using the Software, and within five (5) days of termination Licensee shall destroy or return to Nexaweb all copies of the Software and its Documentation in any form. Upon request, Licensee shall certify that all copies of the Software have been destroyed. The Definitions and Sections 3, 4, 5, 6, 7, 8 (with respect to warranty disclaimers only), 9, 11, 13 and 15 shall survive termination of this Agreement.
7. PAYMENT. All shipments to Licensee hereunder, if any, shall be F.O.B. Nexaweb’s facility. All fees for Software licenses, Maintenance and/or professional services shall be payable in U.S. dollars, by wire transfer, letter of credit or other means acceptable to NEXAWEB and shall be due and payable by Licensee thirty (30) calendar days after Nexaweb’s invoice date, unless otherwise specified in the Product Schedule. Licensee will reimburse NEXAWEB for all reasonable costs incurred by NEXAWEB (including attorneys’ fees) in collecting past due amounts hereunder. Except as otherwise set forth herein, the fees for Software licenses, Maintenance and/or professional services purchased by Licensee shall be non-refundable and non-cancellable. All prices and fees are exclusive of all sales, use and any other taxes, however designated or levied, against the sale, licensing, delivery or use of the Software or any service. Any such tax Nexaweb may be required to collect or pay shall be paid by Licensee to Nexaweb. If Licensee is required by law to make any deduction or to withhold from any sum payable to Nexaweb by Licensee hereunder, then the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after all deduction and withholding, Nexaweb receives and retains, free from liability for any deduction or withholding, a net amount equal to the amount Nexaweb would have received and retained in the absence of required deduction or withholding. In addition to the price of any on-site services ordered by Licensee, Licensee shall reimburse Nexaweb for reasonable food, lodging, and travel expenses (including without limitation travel time) incurred by Nexaweb’s employees in conjunction with any such services ordered by Licensee. If such services are performed at Nexaweb’s premises, similar expenses incurred by Licensee’s employees shall be borne solely by Licensee.
8. LIMITED WARRANTY. Provided that Licensee has purchased the first year’s annual Maintenance from Nexaweb, for the period of thirty (30) days from the date of delivery of the Software to Licensee, Nexaweb warrants, for the benefit solely of Licensee, that: (i) the Software (unless modified by Licensee) when properly used in accordance with the Documentation will operate in all material respects in conformity with its Documentation. Licensee acknowledges that errors may exist or occur in the Software or the Documentation. As Nexaweb’s sole obligation, and Licensee’s sole remedy, for any breach of the limited warranty of conformity set forth above, Nexaweb shall use commercially reasonable efforts to correct such Software nonconformance or Documentation error reported to Nexaweb during the period of warranty and documented by Licensee, or, if after repeated efforts, Nexaweb cannot make the Software operate as warranted, then Licensee shall have the option to terminate this Agreement and, upon such termination and Nexaweb’s receipt of such nonconforming Software, Nexaweb shall refund to Licensee the license fee paid for such defective Software. Nexaweb makes no warranty that any Software will operate uninterrupted or be error-free and assumes no responsibility for obsolescence of the Software; (ii) the tapes, diskettes or other media to be free of defects in materials and workmanship under normal use (during the thirty-day period, Licensee may return defective media to Nexaweb and it will be replaced without charge. Replacement of media shall be Licensee’s sole remedy in the event of a media defect); (iii) Software support and consulting services (“Related Services”) will be performed by qualified personnel in a professional manner. In the event of non-conforming Related Services, Licensee’s sole remedy and Nexaweb’s exclusive liability shall be re-performance of the Related Services at no additional charge. Nexaweb shall have no liability under the foregoing warranties to anyone other than Licensee or to the extent that: (a) the Software and/or media is subjected to misuse, neglect, accident or exposure to environmental conditions beyond those specified by Nexaweb; (b) claims result from acts or omissions caused by persons other than Nexaweb or from products, material or software not provided by Nexaweb; (d) claims are not reported in writing to Nexaweb within the warranty period and not documented by Licensee; or (e) Licensee uses a version of the Software that does not include all updates available from Nexaweb and provided to Licensee. NEXAWEB DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION OR RELATED SERVICES. NO WARRANTY IS MADE REGARDING THE RESULTS OF SOFTWARE OR RELATED SERVICES OR THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE’S FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS.
9. LIMITATIONS ON LIABILITY. UNDER NO CIRCUMSTANCES SHALL NEXAWEB, ITS SUBSIDIARIES OR ANY OF ITS LICENSORS BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY, IF ANY, OF NEXAWEB AND/OR ANY OF ITS SUBSIDIARIES OR AFFILIATES ARISING OUT OF THIS AGREEMENT OR LICENSEE’S USE OF THE SOFTWARE OR RELATED SERVICES SHALL NOT EXCEED THE FEES PAID BY LICENSEE FOR THE AFFECTED SOFTWARE OR RELATED SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING RESTRICTIONS, DISCLAIMERS AND LIMITATIONS SHALL REMAIN IN FORCE REGARDLESS OF ANY BREACH HEREUNDER.
10. INFRINGEMENT INDEMNIFICATION. If a claim is made or an action brought that the Software infringes a United States patent, or any copyright or trade secret, Nexaweb will indemnify Licensee and hold it harmless against such claim and resulting costs, damages and attorneys fees finally awarded or agreed to in settlement, provided that (a) Licensee promptly notifies Nexaweb in writing of the claim (provided that later notice shall not relieve Nexaweb of its liability and obligations under this Section 9 except to the extent that Nexaweb is prejudiced by such later notice), and (b) Nexaweb has sole control of the defense and all related settlement negotiations. Licensee may be represented by separate counsel at its own expense. Nexaweb’s obligations under this Section are conditioned on Licensee’s agreement that if the Software, or the use or operation thereof, becomes, or in Nexaweb’s opinion is likely to become, the subject of such a claim, Nexaweb may at its expense, either procure the right for Licensee to continue using the Software or, at Nexaweb’s sole option, replace or modify the same so that it becomes non‑infringing (provided such replacement or modification does not materially adversely affect Licensee’s intended use of the Software as contemplated hereunder). If neither of the foregoing alternatives is available on terms which are commercially acceptable in Nexaweb’s reasonable judgment, Licensee will return the Software on written request by Nexaweb and Nexaweb will credit or (at Licensee’s option) refund to Licensee, all upfront license fees (but not subscription-based license fees) paid for such Software during the three‑ (3) year period immediately prior to such infringement claim, less depreciation on a straight line basis over an assumed five‑year life. Nexaweb shall have no liability for, and Licensee shall indemnify, defend and hold Nexaweb and its subsidiaries and/or affiliates and licensors harmless from, any claim based upon (i) the combination, operation or use of the Software with equipment, software or data not supplied or expressly approved in writing by Nexaweb if such claim would have been avoided by use of other equipment, software or data, (ii) the use of any version of the Software other than a current, unaltered release, if such infringement would have been avoided by the use of a current, unaltered release; or (iii) a modification of the Software that is not done or expressly authorized in writing by Nexaweb. THE FOREGOING STATES THE ENTIRE REMEDY OF LICENSEE AND THE SOLE OBLIGATION OF NEXAWEB WITH RESPECT TO INFRINGEMENT CLAIMS.
11. GOVERNING LAW; COMPLETE AGREEMENT; SEVERABILITY; WAIVER, RELATIONSHIP. LABELS. This Agreement together with any Product Schedule constitutes the complete agreement between the parties with respect to such Software and services and supersedes all prior proposals, representations and agreements, whether written or oral, with respect thereto. It is expressly agreed that any terms and conditions of a purchase order and/or any other document issued by Licensee in relation towards the order of the Software and supported licenses, Maintenance and/or professional services shall be superseded by the terms and conditions of this Agreement. The terms of this Agreement shall be construed in accordance with the substantive laws of The Commonwealth of Massachusetts, USA without regard to its principles of conflict of law or the U.N. Convention on Contracts for the International Sale of Goods. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. The parties agree that the jurisdiction and venue of any action with respect to this Agreement shall be in a court of competent subject matter jurisdiction located in the Commonwealth of Massachusetts, USA. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed as necessary to eliminate its unenforceability, and all other provisions shall remain unaffected. The failure or delay of either party to exercise any of its rights shall not be deemed a waiver of such rights, and no waiver of any breach of this Agreement shall constitute a waiver of any other breach. Licensee shall at all times remain responsible for the performance of its obligations hereunder, whether or not the performance of such obligations has been delegated. Paragraph and section headings in this Agreement are for convenience only and do not alter or amend the substantive provisions of this Agreement.
12. EXPORT LAWS. The Software is subject to U.S. export laws and regulations. Licensee must comply with all domestic and international export laws and regulations that apply to the Software.
13. COPYRIGHT. Copyright© 2014 Nexaweb, Inc. All rights reserved. Nexaweb software products are copyrighted and all rights are reserved by Nexaweb. Title to the Software and Documentation, and patents, copyrights and all other property rights applicable thereto, shall at all times remain solely and exclusively with Nexaweb and its licensors, and Licensee shall not take any action inconsistent with such title. The Software and Documentation is protected by copyright laws and international treaty provisions. Licensee shall not remove any copyright notices or other proprietary notices from the Software or Documentation, and Licensee must reproduce such notices on all copies or extracts of the Software or Documentation. Licensee does not acquire any rights of ownership in the Software.
14. SOFTWARE ACQUIRED FROM RESELLERS. If Licensee purchased Software and/or Maintenance from an authorized Nexaweb reseller, distributor or other partner (each an “Authorized Partner”), Licensee will be subject to such terms and conditions as may be imposed by such Authorized Partner, but only to the extent that such terms and conditions do not conflict with those set forth herein.
15. Miscellaneous. Neither party shall be liable for any reasonable delays in the performance of any of its obligations, with the exception of payment obligations, hereunder due to war, acts of God or other causes beyond its reasonable control. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Nexaweb may assign, without any prior consent, this Agreement as part of a corporate reorganization or to a successor or a purchaser of substantially all the assets of Nexaweb. The parties agree that they are independent contractors and that this Agreement and the relations between Nexaweb and Licensee hereby established do not constitute a partnership, joint venture, agency or contract of employment between them, or any other similar relationship. Licensee’s covenants and agreements in Section 4 hereof are of a special and unique character, and Licensee acknowledge that money damages alone will not reasonably or adequately compensate Nexaweb for any breach of such covenants and agreements. Therefore, Licensee and Nexaweb expressly agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to other rights or remedies which Nexaweb may have, at law, through specific performance, or otherwise, Nexaweb shall be entitled to injunctive or other impartial relief compelling specific performance of, and other compliance with, the terms of such Section. During the term of this Agreement, and for a period of one year thereafter, both parties agree not to solicit, induce, attempt to hire or hire any employee of the other party, or assist in such hiring by any other person or business entity, or encourage any such employee to terminate his or her employment with the other party, without prior written consent of the other party. For the term of this Agreement and one year thereafter, Nexaweb shall have the right, at its own expense and under reasonable conditions of time and place, upon reasonable prior written notice to Licensee, to from time to time, but not more than once per year, have an independent auditor, under duties of confidentiality, audit and copy all records of Licensee relating to any of Licensee’s license obligations under this Agreement. In the event any such audit discloses any breach of the terms of this Agreement in relation to the scope of the license hereunder by Licensee or its employees, agents or contractors, Licensee shall, in addition to such other rights and remedies as may be available to Nexaweb as the result of such breach, pay to Nexaweb the full cost of such audit and copying. Any notices required or permitted hereunder shall be given in writing. Either party may publicize the existence and general nature of the relationship established by this Agreement through press releases and other marketing collateral. LICENSEE MAY USE THE SOFTWARE ONLY IN ACCORDANCE WITH THIS AGREEMENT. USE OF THE SOFTWARE IS EXPRESSLY CONDITIONED ON LICENSEE’S AGREEMENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. LICENSEE INDICATES LICENSEE’S ACCEPTANCE OF THIS AGREEMENT BY SIGNING WHERE INDICATED BELOW. BY SIGNING BELOW, SUCH SIGNATORY REPRESENTS THAT HE/SHE IS DULY AUTHORIZED TO LEGALLY BIND LICENSEE TO THE TERMS OF THIS AGREEMENT. UNLESS OTHERWISE AGREED TO BY THE PARTIES, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL GOVERN ANY AND ALL USE BY LICENSEE OF THE SOFTWARE AND/OR THE SERVICES, SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION PRIOR TO AND/OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
Name (Print or Type)
Name (Print or Type)