EULA

1. Nordstar End User License Agreement

This Nordstar Software End User License Agreement (this “Agreement”), including the Order Form (defined below) which is incorporated herein by reference, and which shall be treated as part hereof, is a binding agreement between Nordstar Adaptable Solutions BV, a trade name in The Netherlands (“Nordstar”) and the person or entity (“Licensee”) identified on the Order Form as the licensee of the software identified on the Order Form (“Software”). This Agreement shall be effective (“Effective Date”) as of issuance by Nordstar of written notice (“Grant Notice”) to Licensee of acceptance of the Order Form and grant of a license to the Software pursuant to the terms of this Agreement.

NORDSTAR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY SIGNING THE ORDER FORM LICENSEE (A) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE SHALL BE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, AND THE PERSON SUBMITTING THE ORDER FORM ON LICENSEE’S BEHALF HAS THE RIGHT, POWER, AND AUTHORITY TO BIND LICENSEE TO ITS TERMS; AND (II) LICENSEE IS UNDER NO OBLIGATION TO THIRD PARTIES WHICH WOULD CONFLICT WITH OR OTHERWISE IMPEDE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, NORDSTAR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) TO ANY SOFTWARE OR DOCUMENTATION ACCESS TO WHICH LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF NORDSTAR’S SOFTWARE.

2. Definitions

For purposes of this Agreement, the following terms have the following meanings:

  • “Authorized Users” means solely those individuals identified on the Order Form who are authorized to use the Software pursuant to the license granted under this Agreement on Licensee’s behalf.
  • “Core Solution means the base Nordstar software application and components, excluding any software, configurations, customizations, or other materials developed or customized specifically for a particular Customer. The Core Solution includes Nordstar solution software and modules required to support Customer implementations, but excludes any Customer-specific code or configurations.
  • “Documentation” means user manuals, technical manuals, and any other materials provided to Licensee by Nordstar, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.
  • “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  • “Licensee” has the meaning set forth in the preamble.
  • “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.
  • “Nordstar” has the meaning set forth in the preamble.
  • “Order Form” means the document, regardless of whether in electronic, “hardcopy” or other format, submitted to Nordstar by or on behalf of Licensee to acquire a license for downloadable or online use of the Software pursuant to the terms of this Agreement. This document can be a SOW, Statement of Work, as well.
  • “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
  • “Software” means the software programs, such as the Nordstar Solution, web and mobile applications, templates, APIs, modules, connectors, identified in the Order Form for which Licensee is acquiring a license.
  • “Term” has the meaning set forth in Section 10.
  • “Third Party” means any Person other than Licensee or Nordstar.
  • “Update” has the meaning set forth in Section 6(b).

3. License Grant and Scope

Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Nordstar hereby grants to Licensee and Licensee accepts from Nordstar a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through its Authorized Users, the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement.

This license grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:

  • Access the Software and Documentation via the Internet via a web browser, solely by use of an authorized account name and password assigned to the Authorized User.
  • Use and run the Software in accordance with this Agreement and the Documentation, solely as set forth in the Documentation.

4. Third-Party Materials

(a) The Software includes software, content, data, or other materials, including related documentation, that are owned by Parties other than Nordstar and that are provided on terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”).

(b) Customer Customizations. The Software includes software, content or other materials created or customized by the Customer and provided to Nordstar solely for use as described in this Agreement (“Customer Customizations”).

5. Use Restrictions

Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:

  • (a) use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 3;
  • (b) provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation;
  • (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
  • (d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
  • (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
  • (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
  • (g) except as expressly set forth in Section 3(A), copy the Software or Documentation, in whole or in part;
  • (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
  • (i) use the Software or Documentation in violation of any law, regulation, or rule; or
  • (j) 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 Nordstar’s commercial disadvantage.

6. Responsibility for Use of Software

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.

7. Maintenance and Support

(a) Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates”) as Nordstar makes generally available to all licensees of the Software then entitled to maintenance and support services. Nordstar may develop and provide Updates in its sole discretion, and Licensee agrees that Nordstar has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that 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 Nordstar may provide some or all Updates via download from a website designated by Nordstar and that Licensee’s receipt thereof will require an internet connection, which connection is Licensee’s sole responsibility. Nordstar 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 Nordstar may issue as a separate or new product, and Nordstar may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

(b) Nordstar reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Licensee’s registration of the copy of Software for which support is requested. Nordstar has no obligation to provide maintenance and support services, including Updates:

  • for any but the most current or immediately preceding version or release of the Software;
  • for any copy of Software for which all previously issued Updates have not been installed;
  • if Licensee is in breach under this Agreement; or
  • for any Software that has been modified other than by or with the authorization of Nordstar, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation or expressly authorized by Nordstar in writing.

(c) The terms of this Section 7 are applicable to only licenses specified on the Order Form as being for downloadable use of the Software.

(d) Depending on the type of purchased and activated software, i.e., the Nordstar SaaS solution or Nordstar applications and templates, separate Maintenance and support models and requirements may exist. The order form and/or SOW will lead which maintenance, support services, and service level agreements are applicable.

8. Collection and Use of Information

(a) Licensee acknowledges that Nordstar may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through the provision of maintenance and support services.

(b) Licensee agrees that Nordstar may use such information for any purpose related to any use of the Software by Licensee or on Licensee’s equipment, including but not limited to:

  • improving the performance of the Software or developing Updates; and
  • verifying Licensee’s compliance with the terms of this Agreement and enforcing the Nordstar’s rights, including all Intellectual Property Rights in and to the Software. More specifically, through its Software, Nordstar collects the following information, using and sharing it with others as detailed below. You can read more about this and your rights with respect to the collected information in our Privacy Statement.

9. Intellectual Property Rights

(a) Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, 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. Nordstar reserves and shall retain its entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Nordstar if Licensee becomes aware of any infringement of the Nordstar’s Intellectual Property Rights in the Software and fully cooperate with Nordstar in any legal action taken by Nordstar to enforce its Intellectual Property Rights.

(b) Treatment of Customer Customizations. Any software, content or other materials developed or customized by the Customer, or by Nordstar specifically and only for the Customer, in accordance with this Agreement (“Customer Customizations”) shall remain the sole and exclusive property and intellectual property of the Customer. Customer hereby grants to Nordstar an unlimited, worldwide and royalty-free license to access and use Customer Customizations as necessary to provide the Software and related support services to Customer in accordance with this Agreement. Customer Customizations will not limit Nordstar in any way to further develop new generic modules and enhancements to its Core Solution with features or functionalty that may be overlapping with or similar to Customer Customizations. Any software, content or other materials developed or customized by Nordstar that may be of generic reusable nature and is not specifically and only implemented for the Customer, is and will remain intellectual property of Nordstar.

10. Payment

All License Fees and Support Fees are payable in advance in the manner set forth in the Order Form and are non-refundable. Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.

11. Term and Termination

(a) This Agreement and the license granted hereunder shall remain in effect from the Effective Date for the term set forth on the Order Form or until earlier terminated as set forth herein (the “Term”).

(b) Licensee may terminate this Agreement by ceasing to use and, to the extent applicable, destroying all copies of the Software and Documentation made by or on behalf of Licensee and/or its Authorized Users.

(c) Nordstar may terminate this Agreement, effective upon written notice to Licensee, if Licensee, materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after Nordstar provides written notice thereof.

(d) Nordstar 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.

(e) Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and, to the extent applicable, destroy all copies of the Software and Documentation made by or on behalf of Licensee and/or its Authorized Users or any other Person provided access to the Software by Licensee or any Authorized User, whether or not in violation of this Agreement. No expiration or termination shall affect Licensee’s obligation to pay all Licensee Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case except as set forth in Section 11(c)(B).

12. Limited Warranties, Exclusive Remedy, and Disclaimer/Warranty Disclaimer

Nordstar shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Software, the Customer Data and personal information. However, unless explicitly otherwise agreed in writing between Parties, the Software is provided on an “as is” and “as available” basis, without warranties of any kind and the Software is accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. Nordstar and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the software. Nordstar and its licensors do not represent or warrant that (a) the use of the Software will be secure, timely, uninterrupted or error-free of operate in combination with any other hardware, software, system or data (b) the Software will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by You through the Software will meet Your Requirements or expectations, (e) errors or defects will be corrected, or (f) the Software or the server(s) that make the Software available are free of viruses or other harmful components. All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Nordstar and its licensors. The Software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Nordstar is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Nordstar shall not be responsible for any Customer Data. You, not Nordstar, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Nordstar shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Nordstar reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Software.

THE FOREGOING WARRANTIES DO NOT APPLY, AND NORDSTAR STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.

THE SOFTWARE 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, NORDSTAR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, 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, NORDSTAR 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.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(A) IN NO EVENT WILL NORDSTAR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, 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 NORDSTAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) IN NO EVENT WILL NORDSTAR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR 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 NORDSTAR PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE.

THE LIMITATIONS SET FORTH IN SECTION 12(a) AND SECTION 12(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

13. Export Regulation

The Software and Documentation may be subject to EU export control laws. 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 export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Documentation available outside the EU.

14. Customer Customizations to the Core Solution

(a) Depending on the type of purchased and activated software, i.e., the Nordstar adaptable SaaS solution or Nordstar templates, the Customer shall have the right to customize the Core Solution for the Customer’s internal use as part of implementing and utilizing the customized Software transferred under this Agreement.

(b) Any such customizations shall remain within the logical and technical boundaries and scope of Nordstar’s Core Solution licensing terms.

(c) Title and ownership of any intellectual property rights in such customizations shall vest solely in the Customer. The Customer hereby grants Nordstar a non-exclusive, royalty-free license to access and use such customizations internally solely to provide the Software and services to the Customer pursuant to this Agreement.

(d) If Nordstar performs or develops any customizations on behalf of the Customer, then Nordstar shall be responsible for ensuring such customizations fall within the boundaries of the Core Solution licensing terms.

15. Miscellaneous

(a) Governing Law; This Agreement shall be governed by and construed in accordance with the internal laws of the Netherlands without giving effect to any choice or conflict of law provision or rule (whether of the Netherlands or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the Netherlands. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the courts of Amsterdam, Netherlands, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document shall be validly served if delivered personally, mailed via registered or certified mail (return requested and postage prepaid), given by facsimile (confirmed by certification of receipt), sent to an email address provided by the receiving party, sent by overnight delivery through a nationally recognized overnight delivery service, freight prepaid or sent by courier (confirmed by receipt) to such Party’s address set forth herein.

The Parties agree to submit any disputes arising under this agreement to the jurisdiction of the competent Dutch courts.

(b) Nordstar 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 Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond Nordstar’s reasonable control.

(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) 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 (iv) on the third 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 Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 15(c)).

(d) This Agreement, together with the Order Form, all annexes, schedules, and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Nordstar with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(e) Licensee shall 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 Nordstar’s prior written consent, which consent Nordstar may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Nordstar’s prior written consent is required. 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 15(e) is void. Nordstar 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.

(f) 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 shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(g) 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 shall 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 shall operate or be construed as a waiver thereof; nor shall 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.

(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

(j) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

[END OF SOFTWARE END USER LICENSE AGREEMENT]