AI_ML_Challenge_Validation_Data_Set_v1.csv

Clause ID,Clause Text
94,"	the Customer does not make any admissions (save where required by court order or governmental regulations, and where the Customer is required under the terms of such order or regulations not to first consult with the Company) which may be prejudicial to the defense or settlement of any Claim without the Company's approval (not to be unreasonably withheld or delayed)."
7028,"Requests. Company will notify Customer before Customer exceeds the Tile Request Use Limit indicated on the Order Form. If Customer exceeds its Tile Request Use Limits during the License Term, Company will invoice Customer for Overages on written notice (which may be by email). If, after 30 days from the date of that written notice, Customer continues to exceed its Tile Request Use Limit, Company may stop providing the Service to the Customerinitiate a claim with the Contracting Officer under the Contract Disputes Act."
9048,"We sometimes release beta versions of our website and related services, which are further refined before the release of the final version. Because the website and services are still in a test phase, we may not always catch an unintended privacy issue, despite our efforts to do so. As such, we welcome user feedback on any privacy concerns you may have. In light of the above and because of the complex and constantly changing nature of the internet and related technology, COMPANY does not guarantee error-free performance under this Privacy Policy. To the extent permissible under law, COMPANY and third parties providing services to you in connection with the COMPANY website, shall not be liable for any incidental, consequential or punitive damages relating to this Privacy Policy."
7755,"Termination without Cause. Customer may terminate this Agreement upon thirty (30) days' prior written notice to Vendor, with or without cause. 	. 
14.2.2. Termination with Cause. Either party may terminate this Agreement and its license grants by written notice upon the occurrence of any of the following events: (i) in the event the other party materially fails to comply with any of the terms and conditions of this Agreement and such default has not been cured within thirty (30) days after receiving written notice of the breach; or (ii) in the event the other party (A) terminates or suspends its business, (B) becomes subject to any bankruptcy or insolvency proceeding under Federal or state law, (C) becomes insolvent or subject to control by a trustee, receiver or similar authority, or (D) has wound up or liquidated, voluntarily or otherwise . 	
"
1145,1.8 “Term” means the term of this Agreement as set forth in Section 3.1.
1035,"1.14.        Licensed User Products means any integrated circuits designed, manufactured or marketed by You or on Your behalf that incorporate all or any of the Libraries, or that were designed using any of the Licensed Materials."
4754,Escalation Criteria. COMPANY’ escalation criteria for a Severity 1 or Severity 2 issue are as follows:
3412,"branded software products. The term ""Software"" shall further mean the computer program as referenced above in either source code or object code and the associated user manuals. The term ""Software"" includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer program and user manuals. The term “Software” also includes any scripts, including custom scripts, used to interface the Software to another software or hardware entity. Unless otherwise specified in writing, such scripts are not considered “Works for Hire”, as defined in appropriate software law, and will remain the intellectual property of COMPANY and will be subject to this license. The Software covered under this license does not include TORQUE or Maui or any other open source software products maintained or supported by COMPANY. If a potential LICENSEE receives source code from COMPANY for any of the computer programs listed above, with the exception of source code for PRODUCT and PRODUCT, the LICENSEE must enter into a “COMPANY SOURCE CODE LICENSE” which governs the use of the source code."
8123,"The Services are offered to users aged thirteen (13) years or older. By using the Services, users aged thirteen (13) to eighteen (18) years certify that they have parental consent to do so. By using the Services, you both represent and warrant that you meet the eligibility requirements for use of the Services. "
3767,"Company may provide you with software that may include third-party content that may have is governed by an open source license. If there are provisions in those open source licenses that expressly conflict with this Agreement, the relevant open sourcelicense terms will apply, but solely with respect to such open source software. Further, Customer acknowledges and agrees that all third-party content is governed by its respective terms and such terms are solely between Customer  and the applicable licensor. Customer agrees to comply with such third-party terms (including open source license terms), as applicable, and Company  has no liability with respect to third-party content under this Agreement. Please review our documentation, which lists licenses governing third party content at -Third-Party-Open- Source-Content.  Nothing herein shall bind the Ordering Activity to any Third Party terms unless the terms are provided for review and agreed to in writing by all parties."
9160,"You agree to abide by the rules and policies established from time to time by Company.  Such rules and policies may include, for example, required or automated updates, modifications, and/or reinstallations of the Platform and obtaining available patches to address security, interoperability or performance issues.   These obligations survive termination of this License. "
1306,12.          NO WAIVER.  The failure or delay by Company to enforce any of its rights hereunder or to take action against any party in the event of any breach of this License shall in no way be deemed a waiver of any subsequent or further actions in the event of a future or other breach of the License.
3604,"Commencing thirty (30) days following the Effective Date, and continuing for the Term designated in Section 4 below, Company will provide Participants at the sites listed on EXHIBIT A, if applicable, with access to those specific components of the internet version of the SOFTWARE Planning System (which components may include, without limitation, AAA, BBB, and CCC; hereafter collectively referred to as the “Company”) and those support services set forth on EXHIBIT A attached to this Agreement and by this reference incorporated herein. For purposes of this Agreement, “Participants” shall refer, collectively, to the Purchaser and all parties authorized by the Purchaser to use the Company and approved by Company in its reasonable discretion . The parties hereto acknowledge and agree that the Company is developed, validated, and administered for purpose of predicting and Companying Company users' career placement opportunities and interests during the Term. 

"
6417,"Notices. All notices given under this Agreement shall be in writing and mailed by regular first-class mail or expedited mail service, postage prepaid, return receipt requested, and addressed to the parties at the addresses set forth above or at such other addresses (including e-mail) as the parties may designate in writing."
1302,"11.U.S. GOVERNMENT USE. The Software is a ""commercial item"" as that term is defined at 48 C.F.R. § 2.101, consisting of ""commercial computer software"" and ""commercial computer software documentation"" as such terms are used in 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212, Company provides the Software to U.S. Government end users only pursuant to the terms and conditions herein."
2796,"9.	Force Majeure 
Neither Party shall be responsible for failure to fulfill its obligations under this Agreement due to causes beyond the reasonable control of the Party, whose performance is substantially affected, including but not limited to war, sabotage, insurrection, riots, civil disobedience, and the like, acts of governments and agencies thereof, fires or acts of God.  In such event, the delayed Party shall perform its obligations hereunder as promptly as practicable after the cause of the failure has been remedied, and the other Party shall be obligated to accept such delayed performance.
"
4844,Excusable delays shall be governed by FAR 52.212-4(f).
5136,"General. Indemnification provided under this Section 7 will require that: (a) the LICENSEE notifies COMPANY in writing within a reasonable period of the claim; (b) COMPANY has control of the defense to the extent permitted by 28 USC 516, provided, that the LICENSEE may at its option and expense, engage its own legal counsel to monitor the proceedings; (c) the LICENSEE undertakes no action in  response to  any infringement or  alleged infringement of  the Program or the"
4066,CONFIDENTIAL INFORMATION
3983,"COMPANY, INC. SOFTWARE MAINTENANCE AGREEMENT"
5255,Help remember and process the items in the shopping cart.
8743,"Transfer of License.  Except as specifically authorized in another provision of this Agreement, neither this Agreement, nor any rights or obligations hereunder, may be transferred, assigned, delegated, sublicensed, relocated or moved to another person, place or machine, in whole or in part, by Licensor, or Licensee without the other Party’Licensor's prior written consent and any attempt to the contrary shall be void and of no legal effect."
2045,"3.6.1 COMPANY recommends that the Ordering Activity or Product users first utilise materials shipped with the product, product diagnostics and information published on the internet by COMPANY ."
3372,"b)        Account and Use of Services. You may use your User Account for the Service only in accordance with this Agreement and only for lawful purposes. In connection with using the Service, COMPANY will provide you with a Device that is the property of COMPANY and may be used only by you during the term of this Agreement.  You are responsible for maintaining the Device subject to normal wear and tear.  Upon termination of this Agreement, you are responsible for returning the Device to COMPANY. If the Device is not returned in working condition or is otherwise faulty or damaged, you will be charged the full cost of a replacement Device (or a lesser amount as COMPANY may determine in its sole and absolute discretion). "
2586,"7. Support Services. Customer's fees for maintenance and support (""Support Fees"") shall be as stated in Schedule A in accordance with the GSA Pricelist. For so long as Customer is current in the payment of all Support Fees, Customer will be entitled to maintenance and support services (""Support Services"") for the Software as stated in Schedule B. Initial Support Fees are due in together with applicable License Fees within thirty (30) days of receipt of invoice. If Customer is not current in the payment of all Support Fees, the Vendor may be entitled to late payment interest under the Prompt Payment Act and may bring a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Vendor shall proceed diligently with performance of this Agreement, including providing Support Services, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer."
5079,g) The exportation of the software and documentation shall be subject to the Export Administration Regulations of the United States Department of Commerce.
743,(b)
6277,"No Connection with Third Party Online Services Providers. COMPANY does not control, endorse or accept"
8664,to make an unlimited number of copies of the PRODUCT for the Permitted Uses specified in this Article 2.1;
141,"
13.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
"
400,"“Agreement” means, the terms and conditions of this cover page as amended from time to time (the “Cover Page”), together with the following documents which are incorporated herein by reference and which form an integral part hereof:
software license agreement attached hereto as Schedule A (the “Software License Agreement”); 
support and maintenance agreement attached hereto as Schedule B, including any appendix thereto (the “Support and Maintenance Agreement”);
professional services agreement attached hereto as Schedule C, including any appendix thereto (the “Professional Services Agreement”); and 
general terms and conditions attached hereto as Schedule D (the “General Terms and Conditions”)."
2092,"4.        Separate Agreement Required for Post-Warranty Support
Services provided by COMPANY to maintain and support the Licensed Software upon expiration of the Warranty Period (“Support Services”) shall be specified in a separate agreement between COMPANY and the Licensor (“Support Agreement”). Failure to obtain, maintain or to comply with terms of a Support Agreement with COMPANY may result in termination of this Agreement.  The Licensed Software is licensed hereunder without support or right to any corrections, modifications, improvements, or extensions, including but not limited to Updates and Upgrades."
348,"""Documentation"" means the licensed specifications, user manuals, installation instructions and other supporting materials, including additional, updated or revised materials, if any, that are provided by COMPANY in connection with the Software."
2346,"5.1 Ownership Rights. Subject to Company’s rights in Company Information, as described in Section 5.2 of this Addendum and Company Derivative Work as described below, all Deliverables created specifically for and provided to Customer by Company under the Agreement shall, upon final payment, become the property of Customer for Customer’s internal business purposes. Any inventions, designs, intellectual property or other derivative works of Company Information, shall vest in and be the exclusive property of Company (“Company Derivative Work”). Any inventions, designs, intellectual property or other derivative works of Customer Information (as defined below) shall vest in and be the exclusive property of Customer (“Customer Derivative Work”)."
2338,"5.0 Rights in Deliverables. Notwithstanding Section 5.0 (Intellectual Property Ownership) of the Master Agreement, the following terms and conditions apply to the Consulting Services and Deliverables."
189,"
technical, software, or customer information or data) in any tangible or intangible form (e.g., oral or machine readable form, or fixed in any tangible medium of expression). “Asso- ciated Party” means, as to any disclosing party, any of such disclosing party’s vendors, customers, contractors, agents, or employees (in each case, solely in that capacity). The word “disclose” and its variants include any manner of re- vealing information, whether by affirmative action, omis- sions from disclosed information, or access or exposure to such information. “Confidential Information” of a disclosing party means (1) any Information disclosed to the other party or its Affiliates by or on behalf of the disclosing party or its Associated Parties or Affiliates and which relates to the business of the disclosing party or of any of its Associated Parties or Affiliates, or which was received by the disclosing party or its Affiliates from any third party under an obligation of confidentiality, and (2) copies and derived works (e.g., excerpts, notes, analyses, digests, summaries) prepared by any party based upon information coming within any of the categories of this Section 1.12. Confidential Information of COMPANY specifically includes, without limitation, the Prod- ucts and Documentation, internal header information con- tained in or created by the Products, benchmark and per- formance test results of the Products, pricing information for the Products or any COMPANY services, all feedback and suggestions regarding the Products, and the terms of this Agreement. Confidential Information excludes those specific portions of information that the receiving party can show, by competent evidence: (1) are or were disclosed to the receiv- ing party by a third party who was not, at the time of such disclosure, under any direct or indirect obligation of confi- dentiality to the disclosing party or its affiliated companies with respect to such portions, and who did not wrongfully or improperly obtain such portions or otherwise violate any rights of the disclosing party or its affiliated companies with respect to such portions; (2) are known to the receiving party by reason of having been or become generally known in the trade or industry without any wrongful act or breach of this Agreement by the receiving party; or (3) are or were independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party or its affiliated companies."
6954,refund any of the Charges paid by the Customer for such Software or Deliverable on a pro rata basis related to the Customer's use of the Software or Deliverable up to the date the Software or Deliverable is returned to the Company;
6610,"Part 1: PRODUCT SUBSCRIPTION SERVICE AGREEMENT

This PRODUCT Subscription Service Agreement (the ""Agreement"") is made effective this day, [[MONTH]] [[DAY]], [[YEAR]], by and between Company., a Louisiana limited liability company whose address is  (""COMPANY""), and the ordering activity with its principal place of business at [[ADDRESS 1]], [[ADDRESS 2], [[CITY]], [[STATE]], [[POSTAL CODE]] (""Subscriber"").
"
7618,System Stability
7712,Term. LICENSEE’s authorization to use the SOFTWARE extends only through the subscription period or while a subscription license exists for the existing Authorized Equipment. The subscription licenses
5836,License.
8367,"This Agreement sets out the terms pursuant to which the Licensor will provide to the Licensee the Licensor’s PRODUCT integrated solution for web accessibility hosted by the Licensor or its partners and/or vendors, and if authorized by the Licensor, hosted by the Licensee, and made available for use by the Licensee and users of the Licensee’s web content (the “Services”)."
1519,"16.   General. This Agreement constitutes the entire understanding and agreement between Company and Customer with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications, including without limitation pre-printed terms and conditions on Customer’s purchase order, with respect to the subject matter of this Agreement all of which are merged in this Agreement. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties. In the event any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by Company to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. There are no intended or implied third party beneficiaries of this Agreement. The following provisions shall survive any termination or expiration of this Agreement: Sections 2 (Restrictions), 4 (Term and Termination), 5.1 (Fees and Expenses), 9 (Limitation of Liability), 10 (Confidentiality), 11.2 (Feedback), 12 (Governing Law/Jurisdiction), 13 (General), 15 (U.S. Government Rights), 16 (Audit), 17 (Force Majeure), and Customer’s indemnity obligations hereunder. Company may assign any of its rights or obligations hereunder as it deems necessary. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT."
1962,"3.1.1 Repair the Product by means of telephone support or at a COMPANY designated repair facility at no charge for parts or labour; or,"
6585,OWNERSHIP OF SOFTWARE
1695,"2. SOFTWARE. The COMPANY may include desktop Software for Ordering activity computers (""Desktop Software"") and mobile Software for Ordering activity mobile devices (""Mobile Software""). COMPANY and its distributors may offer the Desktop Software and Mobile Software individually or together, but Ordering activity are licensed to use only the type(s) of Software for which Ordering activity have paid the applicable Fees (not applicable for Evaluation Software) and for which Ordering activity have received a valid activation code. Except where otherwise specified, all terms of this Agreement and all references to Software apply to the COMPANYSENSOR Software, Desktop Software, the Mobile Software and the Online Portal(s)."
3307,Assignment. The Customer and COMPANY may not assign this Agreement without the other party prior written consent (such consent not to be unreasonably withheld).
5495,In no event will Licensor be liable for any claim against Licensee by any third party as a result of the Licensee’s use of the Software.
8710,"TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA (WHETHER DIRECT OR INDIRECT), OR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, OR EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S LIABILITY FOR DAMAGES EXCEED THE CONTRACT PRICE LICENSE FEE  PAID TO THE COMPANY BY THE LICENSEE.  The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law
Any claims for damages hereunder must be made within six (6) months  from the time at which the party making the claim became aware of the event that gave rise to the claim. Such claims may, under no circumstances, be brought later than one (1) year from the event that gave rise to the claim in question.
"
8609,"This Universal Amendment to Software License Agreements for All COMPANY Incorporated Software License Agreements (""Amendment"")  is effective as of as of the date that  it is fully executed (""Effective Date"") and is between COMPANY Incorporated  (""COMPANY""), and the U.S. AGENCY (""AGENCY""). In consideration of the mutual promises and covenants contained in this Amendment, the parties agree as follows:"
2616,"7.2        Indemnification Process. The Party seeking indemnification under this Section 7 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party's failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event COMPANY is the indemnifying Party, COMPANY shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without COMPANY's prior written consent, which consent shall not be unreasonably withheld or delayed. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C.§ 516."
6770,PRODUCT Additional Terms of Service
5110,General Provisions
4582,E-Mail at
6937,"Recourse against the United States for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable.  The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.
We may report any activity that we, in our sole discretion, believe to be in violation of any law or regulation to law enforcement officials, regulatory bodies, or other appropriate third parties. Our reporting for such purpose may include disclosing appropriate End User or account information. Such reporting may also include providing network and systems information related to violations of this Policy.
"
7900,"The Effective Date of this Ordering Document is the Start Date indicated above; if no Start Date is provided, the date this Ordering Document is executed will be the Start Date."
1047,1.2	Fees and Payment Terms.  The fees and payment terms applicable to the Products are set forth in the GSA Schedule Pricelist applicable Government Contract.
6413,Notices
7091,Reserved.
3148,Any items not specifically selected and identified as Software are excluded from the scope of this Agreement.
4382,"Dated 	, 20"
3052,All licenses must be established on a non-production license server separate from the production license server. The PRODUCT licenses cannot be used or combined with standard licenses that are being used for a production Application Portal.
6588,"Ownership, Intellectual Property Rights"
3669,"COMPANY cannot be considered as failing to meet its contractual obligations if such failure is due to the occurrence of a Force Majeure event. Force Majeure event designates any occurrence beyond the reasonable control of COMPANY, of any nature whatsoever, and in particular all breakdowns or failure of a satellite, or the related ground system, maintenance of the satellite system, natural catastrophes, bad weather, fires, collective work disputes, strikes, sabotage, embargoes, interruptions or delays in the transport or means of communication, war, acts, government agency decision or regulations issued by the French government, by civil or military authorities (including delays in the obtainment of authorizations or licenses of any sort), by the U.N., which may occur as from the date of the order and would prevent its total or partial execution."
9219,"You shall maintain accurate and complete records as necessary to verify your compliance with this Agreement. Upon COMPANY's request, You will promptly provide such records to COMPANY or its designated auditor and certify compliance with the terms and conditions set forth herein."
2428,"6. Acceptance. Upon completion of all internal testing required by CONTRACTOR, CONTRACTOR will advise Ordering Activity in writing (“Notice of Completion”) that the PRODUCT Services are configured in accordance with the Specifications, at which time (“Test Period”), CONTRACTOR will make the PRODUCT Services available to Ordering Activity via CONTRACTOR’s staging environment. During such Test Period, Ordering Activity may examine, test and evaluate the PRODUCT Services to determine whether they PRODUCT Services substantially conform to the Specifications (“User Acceptance Testing” or “UAT”). If Ordering Activity provides CONTRACTOR written notice setting forth with specificity the grounds for Ordering Activity’s rejection (“Notice of Rejection”), according to such further instructions as agreed to, CONTRACTOR will use commercially reasonable efforts to correct the discrepancy and, once corrected, will issue another Notice of Completion and another Test Period will follow. The foregoing process will be repeated until Acceptance. UAT support is available 8:00 AM to 5:00 PM EST, on weekdays excluding New Year’s Day, Martin Luther King Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Day and the days before and after Christmas Day (“Normal Business Hours”). CONTRACTOR does not guarantee production quality availability of the staging environment."
3929,COMPANY warrants the physical compact disk(s) on which the Software is distributed to be free from defects in materials and workmanship and that the Software will function in substantial accordance to the specifications for a period of one (1) year from the date of shipment of the Software to Reseller
4194,Copyright/Proprietary Protection
6605,Page 3 of 3
4286,"Customer Security. Customer is responsible for properly configuring and using the APPLICATION SERVICES and taking Customer’s own steps to maintain appropriate security, integrity, and backup of Customer Content, which may include routine archiving of Customer Content and the use of encryption technology to protect Customer’s Content and credentials. Customer’s credentials (which may include username, passwords, tokens, certificates, keys, and pins) issued by Company or selected by Customer for accessing the APPLICATION SERVICES are for Customer’s internal use only and Customer may not share or disclose them to any other entity or person, except that Customer may disclose Customer’s credentials to Customer’s employees, agents, and subcontractors performing work on Customer’s behalf, or who are authorized by Customer, in accordance with Customer’s Subscription, to access Customer’s Account or use Customer’s credentials (“User”). Customer is responsible for any use of Customer’s credentials and for notifying Company immediately of any breach of security related to Customer’s credentials. Customer is responsible for complying with the Data Protection Plan and all other security requirements published by Company or communicated to Customer for securing Customer Content in connection with use of the APPLICATION SERVICES. Customer is deemed to have taken any action that Customer permits, assists, or facilitates any User or other person or entity to take related to this Agreement, Customer Content, or the APPLICATION SERVICES. Customer shall not take any action to circumvent any security feature or attempt to exceed authorized access to the APPLICATION SERVICES or its related systems or networks; interfere with or disrupt the integrity or performance of the APPLICATION SERVICES or the data contained therein; or send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. If Customer becomes aware of any violation of the foregoing by a User, Customer shall immediately and temporarily terminate such User’s access to Customer’s account and notify Company."
3877,COMPANY Solution Maintenance: A new component will  be  shipped within the target response objective directly to the LICENSEE. COMPANY Support will assist in component installation remotely
1528,"16. Notices and Reports. Any notice or report due to COMPANY hereunder shall be in writing to the notice address set forth in the preamble to this Agreement (for COMPANY, a mandatory copy shall always be sent to: COMPANY LLC, ADDRESS, Attention Legal Department). Any notice or report due to Licensee hereunder shall be in writing to the address set forth in the Order Confirmation. Notice shall be deemed given: (a) upon receipt if by personal delivery; (b) two (2) Business Days following deposit for delivery to the party with an internationally recognized overnight courier; or (c) via confirmed facsimile in which case it shall be deemed received on the date of the transmission as evidenced by a valid receipt of confirmation. Each party to this Agreement may change its location for notice under this Agreement by giving notice to the other party in accordance with the notice provisions contained in this Section."
2139,"4. SERVICES
4.1 Maintenance Services for Programs. Ordering Activity agrees to purchase Maintenance Services for the period specified in the applicable Order Form for each Program licensed pursuant to this Agreement.
4.2 Reserved.
4.3 Other Services. Company will provide other Services (other than Maintenance Services and Training Services), subject to availability, in accordance with Company’s GSA price list in effect at the time such Services are ordered."
8687,"to share the PRODUCT and/or any VAP with AFFILIATED END-USERS in the framework of a Joint Project, subject to the following cumulative conditions:"
235," 	(""Licensee"")."
4732,"Entire Agreement. This License and the Usage License Agreement constitutes the entire agreement between you and COMPANY regarding the Software and all accompanying documentation. If any provision is found to be invalid by a court of competent jurisdiction, the balance of the provisions will remain in full force and effect. This License will be governed by and construed in accordance with the Federal laws of the United Statesexcluding its conflict of laws rules. The provisions of the U.N. Convention on Contracts For The International Sale of Goods (1980) and any successor Convention, will not apply to this License."
3733,"COMPANY is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected."
5347,"If requested by Client, COMPANY will cooperate with Client in an initial security assessment, including the completion of a risk assessment questionnaire. In addition, COMPANY will provide Client with SSAE16 Reviews from the third party data center providers utilized in the provision of the Hosting Service as well as with the results of the penetration testing which COMPANY has periodically performed by qualified third party security consultants."
8971,"Waiver. The waiver by a party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party."
8213,"The validity, enforceability, construction, and interpretation of this Agreement shall be governed by the Federal laws of the United States, without regard to the conflicts of law rules thereof. In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. To the extent this Agreement or entails the delivery of Software or related products or Services, such items shall be deemed “goods” within the meaning of Article 2 of the Uniform Commercial Code (“UCC”), except when deeming services as “goods” would cause an unreasonable result. This Agreement shall control where there is a conflict with the UCC."
97,"	the Customer shall maintain and shall not remove any product identification, proprietary copyright or other notices placed on the Software;"
8291,"This Agreement and the Attachments will be governed by and interpreted under the Federal Laws of the United States.under the laws of the State of Customer State, without regard to any provisions of Customer State law which would require the application of the substantive law of another jurisdiction.  Should the provisions of Nebraska law not govern this Agreement, both Customer and Company explicitly agree that the provisions of the Uniform Computer Information Transactions Act (""UCITA"") will not govern any portion of this Agreement or the Attachments.  Any action arising out of this Agreement shall be instituted and prosecuted only in a court of proper jurisdiction in Customer City, Customer State"
7164,"Rights of Licensors. The provisions of this Agreement shall inure to the benefit of any licensor or supplier of COMPANY, and all such licensors and their affiliates (i) disclaim any and all warranties to You; and (ii) disclaim, to the maximum extent permitted by law, liability to You for damages that might arise from Your use of the Solution."
5602,"Independent Contractor. Each party is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties."
3334,"Audit: Any provision in the License Agreement permitting COMPANY to audit, inspect, or monitor use of the software for compliance with the License Agreement shall be binding on LICENSEE but is contingent upon reasonable notice to the LICENSEE and adherence to reasonable security measures the LICENSEE deems reasonably appropriate, including any requirements for personnel to be cleared prior to accessing sensitive facilities if clearances are required."
2171,"4.1.11 To repair cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; or,"
8585,"This Service Agreement (the “Agreement”) is made this _____ day of ______, ______ (the “Effective Date”) by and between Company, Inc., an STATE corporation, having an office at ADDRESS (“Company”), and the Ordering Activity under GSA Schedule contracts ___________________, having an office at ___________________________ (“Purchaser”). This Agreement shall be deemed the ""Master Agreement"" between Company and Purchaser, as that term is used in Company's online Terms and Conditions of Restricted Use License available on the Companys Website (the ""Terms and Conditions"") and online non-exclusive restricted use Company Site License available on the Company Website (the “Site License”).   "
2869,"9.2.  Company  also  agrees  to  defend,  indemnify  and  hold  harmless  Ordering activity against  liabilities  arising  out  of  any injury  to  person  or  property  caused  by  any  negligent  services  distributed  over  the  ordering activity’s  web  site.  This includes,  but  is  not  limited  to,  Company  infringing  on  the  proprietary  rights  of  a  third  party,  copyright infringement,  and/or  patent  rights,  which  is  detrimental  to  another  person,  organization  or  business."
7633,Taxes.
9130,"Without prejudice to any other rights, Licensor may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement.    "
5705,"Inurement. The rights, restrictions, limitations, disclaimers and remedies granted to, retained by, or for the benefit of COMPANY will inure to the benefit of and will be enforceable by COMPANY and its licensors, successors and assigns. You may not assign your rights, obligations and interest in and to this License without the prior written consent of COMPANY. The obligations, covenants and rights which apply to you will inure to your benefit and will be binding on you and your permitted successors and assigns."
678,"“Updates” means changes, additions, enhancements, corrections, and new versions of the Software and/or Documentation."
2274,"5.        INDEMNIFICATION. Company will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Product directly infringes any copyrights or U.S. patents or misappropriates any trade secrets, and Company will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. If Customer’s use of the Product is, or in Company’s opinion is likely to become, enjoined as a result of an infringement claim, Company will, at its option and expense, either (i) procure the right to continue exercising the rights licensed herein; (ii) replace or modify the Product so that it becomes non-infringing and remains functionally equivalent;  or (iii) if, despite its commercially reasonable efforts, Company is unable to do either (i) or (ii), accept return of the Product, terminate the rights licensed herein, and pay to Customer a prorated refund of money paid to Company for the purchase of such Product, reduced on a straight-line basis over a three-year life from the date of purchase of such Product. Notwithstanding the foregoing, Company will have no obligation with respect to any infringement claim based upon (a) any use of the Product that is not in accordance with this Agreement or the corresponding Product documentation; (b) any combination, operation, or use of the Product with any other products, services, equipment, software, or data not supplied by Company if such infringement would not have arisen but for such combination; (c) the use of any release of the Software not supported by Company in accordance with the Company Warranty and Support Policy; (d) any modification of the Product by any person other than Company where; or (e) Company’s compliance with Customer’s specifications or directions, including modification of the Product or the incorporation of any software or other materials provided by or requested by Customer. This Section 5 states Company’s entire liability, and Customer  Activity’s sole and exclusive remedy, for infringement claims and actions. The foregoing obligations are conditioned on Customer notifying Company of such action within 10 days of first learning of such action, giving Company sole control of the defense thereof and any related settlement negotiations, and cooperating and, at Company’s reasonable request and expense, assisting in such defense. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.
 
"
7904,"The END-USER is hereby granted by COMPANY a limited, non-exclusive, non transferable, license:"
3105,an Additional User is not granted rights to use Software except as expressly set forth in this Section 2.8;
6192,Miscellaneous.
7792,"Thank you for your interest in using Company Monitor and/or Company Secure (the “Service”). The following constitutes a valid and binding agreement (“Agreement”) between MANUFACTURER Inc., a Delaware corporation with principal offices at ADDRESS , doing business as Company  (“Company ”); and the Ordering Activity under GSA Schedule contracts  end user listed in the corresponding registration for the Service (the “Customer  Activity” or “you” or “your” or “Customer”). Please read this Agreement carefully as it contains the legal terms and conditions that govern your the Ordering Activity’s use of, and access to, the Service. By both parties executing this Agreement in writing registering for or using the Service you are agreeing to all of the terms and conditions of this Agreement."
2702,8. Reserved.
7156,"Right to Audit. COMPANY reserves the right, upon prior notice to you, to audit usage of the Service at your premises during normal business hours, to verify your compliance with the terms of this Agreement. If use not authorized by this Agreement is found, you agree to cease such use immediately upon receipt of written notification, or we will invoice you for to promptly purchase additional licenses for the Service, as the case may be, such that the total of all purchased licenses reflects the actual number of devices. By invoking the rights and procedures described herein, COMPANY does not waive its rights to enforce this Agreement or to protect its intellectual property by any other means permitted by law."
7956,The following services are specifically excluded from the PRODUCT administrative Services:
4664,Encryption. COMPANY will use cryptographic algorithms that have been published and evaluated by the general cryptographic community with sufficient strength to equate to 128-bit or better.
6860,provide final solution to Licensee as soon as it is available.
6750,"privacy or protection law applies without first obtaining consent and providing clear, written instructions to COMPANY regarding the processing of that data, COMPANY may delete such data upon receipt."
6949,"Redundancy, Backups, and Disaster Recovery.a. Power Redundancy. COMPANY utilizes battery backups and a natural gas powered generator to provide a continuous power supply to COMPANY’ data center in case of power outages. COMPANY’ electronic building entry system is also powered by a backup generator for continuous security.
b. Redundant Cloud Infrastructure. COMPANY utilizes multiple Internet Service Providers (“ISP”), switches, and servers to provide for automatic fallover with minimum downtime in case of any interruptions to COMPANY’ cloud-based Hosted Software.
c. Backup and Recovery. COMPANY utilizes mirrored databases to avoid any catastrophic data loss caused by hardware failures. COMPANY performs, and stores locally, daily incremental and weekly full backups of all databases. COMPANY also maintCompany a redundant disaster recovery site in a separate location and replicates all databases to that remote site every two (2) hours. Restoration of data will first be attempted from local backups to minimize downtime. COMPANY conducts a simulated restoration from both local and remote backups every six (6) months to test the backup procedures and quality of backup data.																									"
491,“End User” and “You” and “Ordering Activity” means the Ordering Activity under GSA Schedule contracts of COMPANY  software products.
8058,The Parties’ obligations set forth in this Section shall remain binding upon the Parties for five (5) years following the termination of this Agreement for any reason.
4998,"For the Term of this Agreement provided the Licensee is current in payment of all fees, taxes and charges hereunder (the “Warranty Period”) COMPANY warrants to Licensee that the Software as delivered to Licensee: (1) is compatible with the operating systems identified in the Documentation; (2) will operate in conformance with all Documentation and"
1956,"3.1 If any infringement of the Intellectual property rights of Company comes to the notice of Customer, Customer shall promptly notify Company in writing. Company shall solely decide upon the actions to be taken in connection with such possible infringements."
9133,Workmanlike Fashion. Licensor represents and warrants that all services shall be performed by qualified personnel in good and workmanlike fashion.
1940,"3. Territory. Ordering Activity may access, use, and store the PRODUCT Services only at or from locations within the territorial boundaries of the Country, Canada, and the Country territories of Puerto Rico, Guam, and the Virgin Islands (collectively, the “Permitted Territory”). Ordering Activity may not access, use, or store the PRODUCT Services at or from, or send the PRODUCT Services to, any location outside of the Permitted Territory."
4498,"Disclaimer. Except for the limited warranties above, to the extent not prohibited by applicable law, Company provides no warranties or conditions for Products and disclaims any other express, implied, or statutory warranties for Products, including warranties of quality, title, non-infringement, merchantability and fitness for a particular purpose.  The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
1096,"1.3. “Value Added Product” means unique products developed and produced by the Licensee that contain imagery data from the Product, as long as it purports a significant modification of the original Product, through manipulation techniques and/or addition of other data."
728,(60) month straight-line amortization schedule.
8736,"Training. COMPANY will provide Customer a training session or sessions only if such training is included in an Order, in order to train Customer’s employees in the operation of the COMPANY Software."
5904,"LICENSEE shall be responsible for the timely payment of all amounts owed to COMPANY for the License and all other charges incurred under the terms of this Agreement and the Program Schedule. These charges are exclusive of federal, state and local taxes. Unless LICENSEE is fully exempt from all taxes, LICENSEE agrees to  pay invoices  for required federal, state and local sales and use taxes where applicable and shall perform all required tax administration. If LICENSEE is tax exempt, then LICENSEE shall have provided COMPANY with tax-exempt certification prior to the Effective Date. COMPANY shall state separately on its invoices taxes excluded from the fees, and the Licensee agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
3409,"Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers . The Disclosing Party recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C, 552, which requires that certain information be released, despite being characterized as “Confidential” by Company. "
8142,"THE SOFTWARE AND SERVICE ARE PROVIDED ""AS IS,"" WITH NO WARRANTIES WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY FEDERAL LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR SERVICE WILL MEET YOUR REQUIREMENTS THAT THE OPERATION OF THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. COMPANY DOES NOT REPRESENT OR WARRANT THAT USERS WILL BE ABLE TO ACCESS OR USE THE SOFTWARE OR SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING, OR THAT COMPANY WILL HAVE ADEQUATE CAPACITY FOR ANY USER'S REQUIREMENTS. NO ORAL OR WRITTEN STATEMENT, INFORMATION OR ADVICE GIVEN BY COMPANY, OR ITS RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL CREATE ANY WARRANTIES."
2173,"4.1.12 To repair Products with:
(a) serial numbers or date tags that have been removed altered or obliterated; or,
(b) broken seals or seals that show evidence of tampering; or,
(c) non-conforming or non-COMPANY, or COMPANY supplied, housings, antennas or parts;
or,"
5730,is not a Distributor or an Authorized Distribution and Services Partner.
4848,"Excusable or Delayed Performance. Company shall not be liable for delays or nonperformance due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of Customer, prerequisite work by others, acts of civil or military authority, government priorities, changes in laws or regulations, fires, strikes or other labor disturbances, floods, epidemics, war, terrorism, riot, delays in transportation or car shortages, or inability to obtain or delay in obtaining suitable labor, materials, government permits, or facilities, due to causes beyond its reasonable control.  In the event of any such delay, the time of performance shall be extended for a period equal to the time lost by reason of the delay, or if performance is rendered impossible, Company shall be excused from performance subject to an equitable adjustment to the applicable fees. In the event Company is delayed by conditions caused by Customer or by prerequisite work by other contractors or suppliers of Customer, Company shall be entitled to an equitable price adjustment in addition to extension of the time of performance."
347,"""Documentation"" means the ‘Smart Information Server Installation and Configuration Guide.PDF’ and ‘Smart Information Server User Guide.PDF’ product manuals supplied by LICENSOR concerning configuration, operation, performance and use of the Software. Unless otherwise agreed to by the parties, all Documentation will be provided in the English language."
1383,"13.	AUDIT.  During the term of this agreement and for two (2) years after termination=, Avid may, upon notice, and subject to Government security requriments, audit your books, records, and computing devices to determine your compliance with this agreement and your payment of applicable license fees, if any. Company will promptly invoice Ordering Activity additional license fees sufficient to cover the unauthorized use revealed by the audit.  In the event that any such audit reveals an underpayment by you of more than five percent (5%) of the license fees due to Company in the period being audited, then, in addition to any other rights and remedies Avid may have, you agree to reimburse Company for the costs of the audit and promptly pay any underpayment .  The foregoing audit provision does not apply to you if you are a consumer using the software for personal use.  Such audits shall occur no more than once in a 12 month period. "
7119,RESTRICTION
3657,COMPANY and Client may revise the Severity classification of the issue based on additional information provided by Client or uncovered during the resolution process.
5176,Governing Law. This agreement shall be governed by the law of the United States of America.
6858,provide Client with documentation detailing the controls implemented.
3377,"Backing up Your Content. You are responsible for backing up any and all of the Content that You store through the Hosted Services. COMPANY makes no warranty or guarantee that Your Content will not be subject to loss, inaccessibility, inadvertent damage or corruption. COMPANY makes no warranty or guarantee that any website through which You access Your Content will always be available or accessible and You waive any and all right to claim damages due to such unavailability or inaccessibility."
6265,New Releases
6421,"Notices. All notices, authorizations, and requests in connection with this Agreement shall be deemed given: (i) within five (5) days of the day on which they are deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; (ii) within one (1) day of being sent, if by overnight mail or air express courier, charges prepaid; or (iii) on the day of transmittal if sent by facsimile, email, modem or other means of mutually accepted electronic communication, with confirmation of receipt; and addressed to the parties as set forth above."
1017,"1.1.7 “Product Warranty”, means the product warranty in accordance with Clause 2."
4048,"Compliance. Customer and its End Users will use the Services in compliance with Application Enterprise User Terms of Service (“Enterprise User Terms”) located at https://www.company.com/legal/enterprise-end-user-agreement, this License Agreement, and the Mobile Endpoint Security Privacy Statement located at https://www.companyt.com/legal/privacy-policy/enterprise-privacy-statement. Customer acknowledges and agrees that prior to an End User using the Services, each End user will accept Enterprise User Terms, and such Terms will govern each End User’s use of the Services. Customer acknowledges that a violation of Enterprise User Terms by an End User may result in the termination of such End User’s Services and Customer’s Enterprise Account.
"
2793,"8.9.        EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS PARAGRAPH 8 AND 9, COMPANY’S EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF (I) MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE, AND (III) NON-INFRINGEMENT; AND (IV) ABSENCE OF VIRUSES OR DAMAGING OR DISABLING CODE.  COMPANY’S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, ONE HALF  (1/2) OF THE AGGREGATE LICENSE FEES PAID BY PARTNER HEREUNDERTHE CONTRACT PRICE.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
        THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O).  IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109.
"
723,(30) days the effective date of the expiration or termination of this Agreement.
2222,4.4 Any Product repaired or replaced under this Agreement shall be warranted in accordance with Clause 3 for the longer of:
3449,"By COMPANY. Except as set forth below, COMPANY will defend at its expense any action brought against you to the extent that it is based on a claim that the Solution, when properly used within the scope of this Agreement, infringes a United States patent, copyright or trade secret of any third party, and COMPANY will pay any costs, damages and reasonable attorneys’ fees finally awarded against you in, or payable in settlement of, such action which are directly attributable to such claim; provided that (i)  COMPANY is notified in writing promptly of the claim, (ii) you permit COMPANY to assume control of the defense, compromise or settlement of said claim to the extent permitted under 28 U.S.C. 516, and (iii) you provide to COMPANY reasonable cooperation, information and assistance in connection therewith. If a final injunction is obtained against your use of the Solution by reason of infringement, or if in COMPANY’s  opinion the Solution is likely to become the subject of a successful claim of such infringement, COMPANY may, at its option, either procure for you the right to continue using the Solution or replace or modify the same so that it becomes non-infringing (so long as the functionality is essentially unchanged). In the  event that neither of the foregoing is reasonably available, COMPANY shall accept the return of the Solution, and COMPANY, or COMPANY’s reseller, shall grant to you a credit equal to (A) in the case of subscriptions, the amounts paid by You for any period of time during which You are unable to use the Solution, and (B) in the case of perpetual licenses, the fees paid by you for the Solution, less depreciation calculated on a straight-line basis over a five-year period."
761,"(c) Assignment. Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed. This Agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest."
3909,"COMPANY warrants that the licensed software shall perform in accordance with the software specifications (Attachment D) for 90 days from the date of purchase. If Licensee reports errors, COMPANY will investigate and resolve them within 15 business days or offer Licensee a full refund of the license and maintenance fees."
3849,"COMPANY SHALL ONLY BE LIABLE FOR DIRECT DAMAGES. EXCEPT FOR CLAIMS MADE UNDER SECTION 10 HEREOF, THE TOTAL LIABILITY OF FC FOR ANY CLAIM FOR DIRECT DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT FC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, SHALL NOT EXCEED THE CONTRACT PRICESUBSCRIPTION FEES  PAID BY THE CLIENT TO FC FOR THE SERVICE GIVING RISE TO THE CLAIM."
3444,"BY CLICKING THE CONFIRM BUTTON OR BY USING OR ACCESSING COMPANYSERVICE , YOU AGREE TO BE BOUND BY THE TERMS OF THIS COMPANY TERMS OF SERVICE AGREEMENT (“AGREEMENT”).  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS COMPANY SERVICE.“YOU” MEANS THE NATURAL PERSON OR THE ENTITY YOU REPRESENT ORDERING ACTIVITY THAT IS AGREEING TO BE BOUND BY THIS AGREEMENT, THEIR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICE TO YOU.  YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT. "
8168,"The Software shall consist of the modules or components, shall perform the functions and shall comply with the proposals and specifications, identified or set forth on Schedule A, annexed hereto. Each Software module or component, specification and proposal included or referred to in Schedule A is expressly incorporated by reference herein.
"
6662,"Personal Information
Each party shall comply with their respective obligations under applicable data protection legislation. Company does not intend to have access to personally identifiable information (“PII”)  of Customer in providing services. To the extent Company has access to Customer PII stored on a system or device of Customer, such access will likely be incidental and Customer will remain the data controller of Customer PII at all times. Company will use any PII to which it has access strictly for purposes of delivering the services ordered. Customer is responsible for the security of its proprietary and confidential information, including PII.
"
2247,"4.9  Companion Equipment Support Procedure
4.9.1 Companion Equipment integrated by COMPANY into a Product has direct warranties from the Companion Equipment supplier (“Companion Equipment Supplier Warranties”). This Agreement does not replace or supersede the Companion Equipment Supplier Warranties, nor does COMPANY create any implied warranty of Companion Equipment.
4.9.2 If, during the Warranty Period, the Ordering Activity or Product user experiences difficulty with any Companion Equipment, such that the Product does not function in accordance with its specification, the following steps should be taken:
(a) Contact Company Support Centre for a diagnosis of the problem. Company Support Centre will ascertain Companion Equipment Supplier Warranty procedures following an initial telephone diagnosis.
(b) If, following a diagnosis of the problem by Company Support Centre, it is determined that the Product is to be returned to COMPANY for evaluation or repair, an RMA number will be assigned according to the COMPANY RMA procedures.
(c) If at any time COMPANY determines that the problem is due to an item of Companion Equipment, COMPANY may issue an RMA number, in accordance with the RMA procedures, for return of the Product to COMPANY and will arrange for repair of the Companion Equipment by the Companion Equipment supplier."
3474,"By registering for and/or by using the Software or Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement and to adhere to this Agreement, and that you will use the Software and the Services only in accordance with this Agreement and with all applicable laws. If an individual is registering or using the Software or Services on behalf of an entity or organization, that individual warrants, represents, and covenants to Company that such individual is duly authorized to agree to this EULA on behalf of the organization and to bind the organization to them. The Software and Services are intended, and offered, only for lawful use by individuals or organizations with the legal capacity and authority under applicable law to enter into a contract for such products and services. Company does not offer the Software or Services to minors or where otherwise prohibited by law. 

"
4902,"F. Subject to paragraph 4(B) of this Agreement, you may create one copy of the Licensed Software but only for backup purposes in the event loaded materials are lost or damaged."
4587,e. “Documentation” shall mean the documentation provided by Company and made generally available to similarly situated customers of the Service.
2527,"60.405 and 105-60.405(c). The information contained in this proposal is exempt from disclo- sure under 5 USC 552(b)(4). This information should not be disclosed to the public unless re- quired by law. If any Government agency or department receives a FOIA request for any in- formation contained in this proposal, it shall provide prompt written notification of such FOIA request to COMPANY, and afford COMPANY an opportunity to object to disclosure of such infor- mation, and provide written notice of the applicable Government decision in response to the FOIA request. 41 CFR 105-60.405(d)-(e)."
7343,"Shipment. Buyer agrees to inspect the any shipped product and notify COMPANY in writing of any damage within thirty (30) days after receipt of product. If Buyer does not notify COMPANY in writing within thirty days, neither COMPANY nor the transport company will be liable to Buyer for any damages arising out of or related to the shipment of product."
1909,"3. License Grant.
(a) If Customer has elected to license the Software for a limited subscription term, then subject to the terms and conditions of this Agreement, Company grants Customer a non-sublicensable, non-transferable, non-exclusive license (“Subscription License”) for a limited term as set forth on the Order (“Subscription Term”) to use the Software provided hereunder for internal use only in accordance with the documentation provided with the Software for the number of Managed Instances set forth in an Order. Other license rights, terms and restrictions specified in the applicable Order are incorporated by reference into this Section 3. In the case of multiple Orders for Subscription Licenses with potentially overlapping Subscription Terms, Compan may adjust subsequent Orders to be coterminous with the initial Subscription License Order and pro-rate Subscription License Fees accordingly.
(b) If Customer has elected to license the Software for a perpetual term, then subject to the terms and conditions of this Agreement, Company grants Customer a non-sublicensable, non-transferable, non-exclusive license (“Perpetual License”) for a perpetual term as set forth on the Order (“Perpetual Term”) to use the Software provided hereunder for internal use only in accordance with the documentation provided with the Software for the number of Managed Instances set forth in an Order. Other license rights, terms and restrictions specified in the applicable Order are incorporated by reference into this Section 3."
5003,Force Majeure
5846,"Licensed Materials means the computer hardware, firmware, software, Extensions and COMPANY Subscription Products (including but not limited to all Bundled Products, Cores and Libraries) licensed by and provided to You hereunder. Such Licensed Materials may contain pre-configured software packages or such software packages together with additional Extensions or other functionality supplied as part of Subscription Services by COMPANY or one of its resellers or distributors."
2224,"4.4 Suggestions. If you provide any Suggestions to us, we will own all right, title, and interest in and to the Suggestions, unless you have designated the Suggestions as confidential. Unless designated as confidential, we will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions that are designated as confidential and agree to provide us any assistance we may require to document, perfect, and maintain our rights in those Suggestions. All suggestions that are designated as confidential are your Confidential Information and will be protected as required under this Agreement."
3419,Business Continuity and Security Measures for the Hosting Service.
3700,"COMPANY grants you a non-exclusive, non-transferable, limited, revocable license to reproduce and use for personal or internal business purposes the executable code version of the Product, provided any copy must contain all of the original proprietary notices provided any copy must contain all of the original proprietary notices and your use of the Product is in accordance with the terms set out herein. Copies of the Product created or received pursuant to this Agreement are licensed, not sold, and you receive no title to or ownership of any copy of the Product. This license does not entitle you to receive from COMPANY hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product. You do not acquire under this Agreement any right, title or interesting the Product. If more than one license agreement was provided for the Product, and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a license agreement available for review on the COMPANY website, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with the Product, an electronic agreement provided with the Product. Upon termination, you shall destroy all copies of the Product."
679,"“Updates” means patches, additions, modifications, and new versions of the Software incorporating such patches, additions and modifications that are provided to Ordering Activity by COMPANY and that are not included in the initial delivery of the Software. Updates do not include additions or modifications that COMPANY considers to be a separate product or for which COMPANY charges its customers extra or separately."
5484,"In no event shall COMPANY, nor anybody having contributed to the development and/or production and/or delivery of the PRODUCT, be liable for any claim, damage or loss incurred by the END-USER and AFFILIATED END- USERS, including without limitation indirect, compensatory, consequential, incidental, special, incorporeal or exemplary damages arising out of the use of, or inability to use, the PRODUCT and shall not be subject to legal action in this respect."
5511,"In the case of part numbers and any associated Maintenance Agreements, You may install, use, access, display and run one copy of the Product on ONE (1) Workstation Computer."
1290,"11.2 Feedback. Customer may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Company  with respect to its products and services, including the Licensed Software. Feedback is voluntary and Company  is not required to hold it in confidence. Company  may use Feedback for any purpose without obligation of any kind. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer hereby grants Company  an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Company ’s business, including enhancement of the Licensed Software."
8536,"This License shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada .  Any lawsuit relating to any matter arising under, or related to this Agreement, shall be commenced in the venue mandated by applicable Federal law the Courts of the Province of Ontario, and the Parties irrevocably attorn to the jurisdiction of such Court. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the transactions contemplated hereunder."
2729,"8.13        The parties agree that any breach of Sections 2.1, 2.2 or 2.3 would cause irreparable injury for which no adequate remedy at law may exist.  The parties therefore agree that equitable remedies, including, without limitation, injunctive relief and specific performance, are appropriate remedies to redress any breach or threatened breach of Sections 2.1, 2.2 or 2.3, in addition to all other remedies available to the parties.   All rights and remedies under this Agreement shall be cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive.  If any legal action is brought to enforce any obligation under this Agreement, the prevailing party shall be entitled to receive its attorney’s fees, court costs and other collection expenses, in addition to any other relief if may receive.  
"
8963,"Waiver and Severability. No waiver of any right under this Agreement is effective unless in writing and signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement. If any section of this Agreement is unenforceable, that section will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate  its unenforceability and the other sections of this Agreement will remain in full force."
7246,Security Measures. COMPANY will comply with the information security procedures described in Exhibit B (“Information Security Procedures”). Exhibit B may be updated from time to time to reflect enhancements in the security and availability of the hardware and software cloud infrastructure used to provide the Services; Any updates to this agreement shall be presented to Customer for review and will not be effective unless and until both parties sign a written agreement updating these terms.
8586,This Service Level Agreement (“SLA”) applies to customers who have purchased the COMPANY Service. Capitalized terms used but not defined herein have the meanings given to them in the COMPANY Terms of Use that reference this SLA.
4160,"Contracting Parties. The AGENCY Customer (“Licensee”) is the “LICENSEE”, defined as the entity authorized to order under AGENCY MAS contracts as set forth in AGENCY Order OGP 4800.2I, as may be revised from time to time."
7418,Software Updates released after the initial 90-day warranty period are available as an upgrade product for the then applicable AGENCY price.
8516,"This is a legally binding agreement between you and Company. If you want to use Application hardware or software, you must agree to these Terms of Service. Please read this summary, and the full terms below, carefully. By clicking on the “I Agree” button By executing this Agreement or the accompanying purchase order in writing, you acknowledge that you have read, understood, and agree to these terms. Don’t click on this button unless you are using Company’ software and hardware personally or have the authority to enter into an agreement for your company. 
From time to time, Company may change or amend these terms. If we do, we will notify you, either through the user interface, in an email notification, or in some other reasonable way. If you keep using the software or hardware after the change becomes effective, you are agreeing to the changed terms. 
The agreement between you and Formlabs described in this document starts when you purchase, download, or install any Company software and it lasts until Formlabs provides you with notice that you are in breach of any of the termsas provided in the Government purchase order, and shall continue as set forth therein. If Company the Agreement is terminated or otherwise expires,terminates the agreement,  you must delete any Formlabs software–but some of the terms of the agreement, such as the limitation on warranties, will remain in effect.
If we ever have a disagreement arising out of or relating to this agreement, or any alleged breach, it will be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator[s] may be entered in any court having jurisdiction thereof. If any part of this agreement is found to be contrary to law, then that provision will be construed as nearly as possible to reflect the intention of the parties, with the other parts of the agreement remaining unchanged. 
"
462,"“DERIVATIVE WORKS”: means any derivative product or information developed by the END-USER from the PRODUCT, which does not contain any imagery data from the PRODUCT and is irreversible and uncoupled from the source imagery data of the PRODUCT. Notwithstanding the foregoing, by express exception, any Digital Elevation Model or Digital Terrain Model (in any form whatsoever, i.e. database for instance) derived from a PRODUCT shall never be considered as DERIVATIVE WORKS."
7551,"Support Service. During the Term and any renewal term, COMPANY will: (a) provide telephone and remote webinar format support for the COMPANY Software at PHONE NUMBER, and(subject to Exhibit 2), to Customer’s adequately trained personnel, to report Errors in the Supported Software and Hardware and to seek assistance with regard to such Errors, and use reasonable efforts to correct any Error; and (b) provide Updates (as defined below), to the extent Updates have been purchased by Customer as listed in an Order (“Support Service”). Support does not include training of Customer’s personnel. The failure of Customer to pay COMPANY will allow COMPANY to invoke the  remedies set forth in Section 4.3 of this Agreement. In the event Customer elects not to renew Support Service, Customer acknowledges that Customer will not be entitled to any Updates. There are risks in using the COMPANY Software and Hardware without Support Service, and COMPANY makes no representations or guarantees about the ability of Customer to subsequently receive Support Service or as to the cost of reinstating Support for the Software or Hardware. The Support Service includes the following:"
414,“Client Data” means electronic data submitted by or on behalf of Client for processing to the Hosting Service.
423,"“Company product support services” are those services which are:
Described in datasheet and the supplemental datasheet (the “Supporting Material”), which set forth Company’s offering, eligibility requirements, service limitations and customer responsibilities. Supporting Material can be found at Company’s product Central site and click  here to access the supplemental datasheet terms for support.
For products purchased in the Country.
Either:
purchased at time of sale of the supported product, or within 90 days of such purchase; or
purchased at the end of the warranty or prior support coverage period(“Post-Warranty and Renewal product,” as more fully described below)
"
9047,"We shall: (i) defend, or at Our option settle, any legal proceeding brought against You to the extent that it is based on a claim that a Product infringes a third-party patent, trademark or copyright of the country in which You take delivery of the Product; and (ii) pay all damages and costs finally awarded against You by a court of competent jurisdiction to the extent attributable to such a claim or agreed to by way of a settlement entered into by Us, provided that: You (i) notify Us promptly of each such claim; (ii) give Us control of the defense and/or settlement of the claim to the extent permitted under 28 USC 516; (iii) fully cooperate with Us in the defense or settlement of the claim; (iv) mitigate such damages and costs as far as is reasonably possible; and (v) take no action that may prejudice Our ability to defend the claim."
8340,This agreement is governed by United States Federal law.
2545,"7.        Warranty Disclaimer
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THE SECTION ABOVE, THE COMPANY® SOFTWARE SOLUTION, SUPPORT AND SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR ARISING BY CUSTOM, COURSE OF DEALING OR TRADE USAGE.  WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY AS TO SOFTWARE PERFORMANCE AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  COMPANY’S EXPRESS WARRANTY SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, COMPANY’S RENDERING TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE OF THE SOLUTION.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O).  IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109.

No terms, conditions, understandings or agreements purporting to modify the terms of these warranties shall have any legal effect unless made in writing and signed by an authorized officer of COMPANY."
5227,Hardware provided by COMPANY shall at all times remain personal property.
497,"“END-USER”: an LICENSEE, an entity entitled to order under AGENCY Multiple Award Schedule (MAS) contracts as defined in AGENCY Order OGP 4800.2I, as may be revised from time to time."
1826,"22. Definitions. Company means Company, Inc., a STATE corporation; Documentation means the commercially available, general release version of materials describing the Platform or its use, whether in print or digital form. Examples of Documentation are user manuals, administration guides, installation guides, training manuals, white papers, specifications, designs, test plans and test results, configuration guides, reference architectures, FAQs, and issues documentation. Documentation does not include any advertising or marketing materials; Endpoint means a network endpoint, such as a workstation or server. Virtual servers, virtual desktops and other logically distinct endpoints are each an “Endpoint;”  Malware means any virus, malware, spyware, ransomware, adware, or other code or information that is designed to interrupt the normal use of an information system, or destroy or corrupt any data, or covertly transmit information; Order means the written order signed and submitted by Ordering Activity to the Company authorized reseller (or to Company as applicable) and accepted by the reseller (or Company as applicable) that lists the Platform subscription products and Support plan, fees, use limitations, and other transaction terms (which, in the event of any conflict with any term of this EULA, shall prevail over this EULA); Results means information or output that results from the use of the Platform, such as scan results, reports, and raw data, in any form, and on any media that they may be captured, recorded or communicated; Services means any services that Company has agreed to provide under this EULA; Support has the meaning given in Section 4 (Support); Third Party Product(s) means any software, services, goods or other products or technology that are provided to Ordering Activity by a third party, or that are provided by Company but are: (i) covered by an open source license, or (ii) identified by Company with a brand name or logo that is not an Company brand name or logo, or (iii) provided subject to Ordering Activity’s agreement to the third party’s legal terms and conditions; Ordering Activity’s Data means the data stored on or processed by or through Ordering Activity’s information technology systems that are Companyed by Company as part of the Services, including (i) personally identifiable information, health information, financial data or other information regarding Ordering Activity’s customers, suppliers, insureds, and end users, (ii) Ordering Activitys financial data, and (ii) Ordering Activity’s other business use data."
2743,"8.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be severed and the remaining provisions of this Agreement shall continue in full force and effect to the maximum extent possible."
7411,SOFTWARE SUPPORT TERMS AND CONDITIONS
2350,"5.1.        Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.

5.2.        If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party's obligations will be suspended.

5.3.        If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the Agreement on providing notice in writing to the other Party.

5.4.        If this Agreement is terminated pursuant to clause 5.3, the Supplier shall refund moneys previously paid by the Customer pursuant to this Agreement for goods or services not provided by the Supplier to the Customer.
"
6240,negotiations between the Parties and that this Agreement will not be construed in favor or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.
4207,"countries and Switzerland (the “Safe Harbor Frameworks”). COMPANY has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view COMPANY’s certification, please visit "
8178,"The Subscription Service commences upon the completion of the Subscription Initialization Services such that Subscriber can access https via its unique authorization credentials and continues for the subscription term specified in the Order Form, unless earlier terminated as provided herein (the “Subscription Period”). Except as otherwise specified in the applicable Order Form, Subscription Service shall automatically renew for additional periods equal to the expiring Subscription Service term or one year (whichever is shorter), unless either party gives the other party notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The per-End User pricing during any such renewal term shall be the same as that during the prior term unless COMPANY has given Subscriber notice of a pricing increase at least forty five (45) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.  Any such pricing increase shall not exceed 7% of the pricing of the relevant Purchased Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time."
6647,"permit the Company and the Project Team access to the relevant areas of the Customer's Site and to the Software, Customer's Equipment and facilities to the extent necessary for the performance of the Services, provided that, whilst on such Site and using the Customer's Equipment, the Company shall comply with any of the Customer's reasonable safety and security requirements notified to the Company in advance;"
8060,"The performance requirements for the Subscribed Services, excluding planned maintenance downtime, are below. Uptime is calculated on a calendar month basis as U=O/(M-P)*100, where U is Uptime, O is the amount of operational uptime for the Subscribed Services during a given month, M is the number of minutes in the month, and P is the number of minutes of planned downtime during the month. Credits are calculated on pro-rated monthly fees."
5262,"High Risk Uses. Customer acknowledges that the APPLICATION SERVICES are not designed for real-time control or time-sensitive applications that have the potential to cause death, personal injury, or property damage or that could result in radioactive, chemical, or biological contamination or environmental damage. Customer  assumes the entire risk for any such use and shall defend and indemnify Company its Affiliates from any liability to third parties resulting therefrom. Customer agrees not to use the APPLICATION SERVICES for control of any nuclear facility or activity."
1015,1.1.6.        “End User Software License” means a software license granted to the End User under this Agreement. 
7514,substitute the Software with other software reasonably suitable to Licensee; or
6879,"Provision of the Service. Once you have subscribed to the Service, COMPANY will make the Service available to you for the  Named Users (as defined below), subscription type(s), number and term you have purchased as set out in the Order Form and the purchase order. For a description of subscription types available to you under the Service, please visit or such URL as may be utilized by COMPANY for this purpose. COMPANY will ensure that the Service is available in accordance with the  service levels set out in the COMPANY Service Level Agreement attached as Schedule “A” to this Agreement; however, COMPANY is  not responsible for any unavailability of the Service caused by circumstances beyond COMPANY’s reasonable control, including, but not limited to, external forces affecting the reliability of the internet, computer systems or other devices or mediums through which you access the Service."
8626,Title:
3480,"By Telephone: Once connected with an COMPANY representative, the Key Contact identifies to COMPANY the Client’s name, location, issue, and other data as requested so that COMPANY is able to generate a support request."
2095,"4. “User” means any individual in Ordering Activity’s organization that may request, have deployed to, or otherwise receive any application, package, or other software prepared using the Software. For the purpose of certification as set forth in this Agreement, the number of Users includes the highest number of Users that were in place at any point during the previous year. The Software may be installed and used by Ordering Activity on computers only at Ordering Activity’s site(s) solely for the benefit of some or all of the Users within Ordering Activity’s organization, and only if that total number of Users within Ordering Activity’s organization does not exceed the License Level."
151,"
by and at the direction of COMPANY to verify Ordering Activi- ty’s compliance with this Agreement and provide the results to COMPANY."
2767,"8.4 Governing Law & Jurisdiction. The Federal laws of the United Statesshall govern this Agreement.  The Parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act, the United Nations Convention on Contracts for the International Sale of Goods and the Convention on the Use of Electronic Communications in International Contracts. For the avoidance of doubt, nothing stated in this Agreement will prejudice or limit the rights or remedies of either party to enforce any award or decree under the laws of any proper jurisdiction ."
7261,"Send information, respond to inquiries, and/or other requests or questions."
6022,"LIMITATION OF LIABILITY. EXCEPT FOR THE WARRANTY AND REMEDY SET FORTH ABOVE, AND INFRINGEMENT INDEMNITY BELOW, THE SOFTWARE IS LICENSED ""AS IS."" FOR ALL CLAIMS COMPANY‘S MAXIMUM LIABILITY (REGARDLESS OF WHETHER A CLAIM IS BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED THE FEES  PAID BY CUSTOMER FOR THIS LICENSECONTRACT PRICE. EPRENTISE SHALL NOT BE LIABLE FOR ANY DAMAGES, OF ANY KIND OR NATURE, RESULTING FROM THE USE OF THE SOFTWARE OR CAUSED BY ANY DEFECT, FAILURE, OR MALFUNCTION OF THE SOFTWARE.  IN NO EVENT SHALL EPRENTISE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR COSTS OF SUBSTITUTE SERVICES OR PRODUCTS SUFFERED BY CUSTOMER, HOWEVER CAUSED.

THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733.  FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION).
"
5768,"Legal effect : This agreement describes certain legal rights, in accordance with the COUNTRY laws. You may have other rights under the laws of your state or country and/or with respect to the party from whom you acquired the software. Therefore, this Agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so."
1037,"1.15.	LAN or Local Area Network means an interconnected set of computers, all of which are contained within the same geographic site (and not including computers located at other geographic sites, even if part of the interconnected set of computers), upon which any computer software provided as part of the Licensed Materials may run.
"
7482,"Subject to the following terms and conditions, COMPANY agrees to provide the following Services to Licensee:"
6400,"Notice to the Licensor. In the event that any claim, action or demand is made against the Licnesee, the Licensee will promptly upon becoming aware of any such claim, demand or suit, notify Licensor (in the case of Section ), in writing as to the nature and particulars of the same and will promptly furnish the Licensor with copies of any and all documents (inclusive of all correspondence and pleadings other than attorney-client communications) pertaining thereto. The Licensee will also keep the Licnesor continuously and fully informed in a timely manner as to the status of the same and will provide the Licensor with copies of any additional documents pertaining thereto in a timely manner. To the Licensor shall employ a single counsel to represent all Licensees, which counsel may also be counsel to the Licensor. Each Licensee is entitled to engage independent counsel, at such Licenee’s expense."
5874,"LICENSEE Data may be transferred to, and stored and processed in, the United States or any other country in which COMPANY or its affiliates maintain facilities. LICENSEE hereby appoints COMPANY to perform any such transfer of LICENSEE Data to any such country and to store and process LICENSEE Data, as necessary in connection with this EULA. COMPANY shall ensure that any such transfer of LICENSEE Data is in full compliance with applicable laws."
3242,ARTICLE 2 - LICENSE
3757,"Company may assign or delegate these Terms of Service and/or the Company Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your business or assets, subject to Notice to Company, you may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void."
1595,"18.5.        Entire Agreement. This EULA contains the entire agreement and understanding between the parties with respect of the subject matter hereof and supersedes all prior agreements, understandings and representations, whether oral or in writing. The terms and conditions of this EULA may not be modified, deleted or superseded by terms and conditions in any other documents related to the applicable transaction, whether it be Your terms and conditions or any other documents supplied by You during the purchase process.  You may not modify the terms of this EULA without COMPANY’s mutual written consent. "
8775,"U.S. Government Restricted Rights Legend. If the Software is acquired by any agency or other part of the U.S. government in a transaction subject to the Federal Acquisition Regulations or the Defense Federal Acquisition Regulations, the Software is furnished with Restricted Rights. Use, duplication, or disclosure of the Software by the U.S. government is subject to all applicable restrictions set forth in such Regulations, as amended from time to time, including subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at Section 48 C.F.R. 52.227-19."
4648,Either party may terminate this Agreement at any time if the other party has breached a material term of this Agreement that has not been cured within 30 days of notice from the non-breaching party.  Customer acknowledges and agrees that termination of this Agreement will not relieve it of any obligation to pay any accrued and unpaid charges. Termination of this Agreement will terminate Customer’s right to access and use the Services. All provisions that by their nature and terms should survive the expiration or termination of this Agreement will continue in full force and effect notwithstanding the termination of this Agreement.  
2925,"Abide by the terms and conditions of this Agreement, the Software License Agreement, and any and all other agreements with COMPANY;"
8788,"U.S.C. § 1341 and 41 U.S.C. § 6301), since the AGENCY Customer commits to pay an unknown amount at an unknown future time. The violation occurs when the commitment is made, i.e., when the agreement featuring this clause is incorporated into a Government contract, and not when the clause is triggered."
9141,"Yes. Cookies are small files that a site or its service provider transfers to your computer's hard drive through your Web browser (if you allow) that enables the site's or service provider's systems to recognize your browser and capture and remember certain information. For instance, we use cookies to help us remember and process the items in your shopping cart. They are also used to help us understand your preferences based on previous or current site activity, which enables us to provide you with improved services. We also use cookies to help us compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future."
2349,5.1. 	Fees  and  Expenses.  Ordering activity  agrees  to  compensate  Company  for  the  purchase  of  the  Company  Service.  Ordering activity will  mail  payments  to  the  address  set  forth  below:	
7783,TERMS AND CONDITIONS
6416,"Notices. All communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) upon personal delivery, (ii) upon deposit in the mail if mailed by certified mail, return receipt requested, postage prepaid, or (iii) upon deposit with a recognized courier with next-day delivery instructions."
8429,"This COMPANY  ORDERING ACTIVITY AGREEMENT (this “Agreement”) is made as of the Effective Date (as shown on the signature page below), by and between COMPANY  LLC, a STATE limited liability company (“Company ”) and the party set forth on the signature page hereto (“Ordering Activity”). Company  and Ordering Activity are sometimes referred to as the “Parties” and each individually as a “Party.”"
4571,"During the License Term, the Contractor Product(s) will substantially conform to the Documentation,  In the event that a material defect is identified by Customer, then Contractor, at its sole option and expense, (i) may make reasonable efforts to correct defects in the Contractor Product(s) that are documented by Customer, and confirmed by Contractor, or (ii) may replace the defective Contractor Product(s), or (iii) if Contractor deems neither of the foregoing are commercially practicable, terminate the license granted herein with respect to the applicable Contractor Product(s), accept return of the defective product(s) and grant Ordering Activity a pro-rated refund of the unused portion of the license fees paid with respect the applicable Contractor Product(s).  Contractor’s obligation of liability hereunder shall be to replace or make reasonable efforts to take corrective action with regards to such defect in a single copy of the defective Contractor Product(s).  Notwithstanding the foregoing, Contractor shall have no obligation to correct or replace copies of any Contractor Product(s) that Ordering Activity has made in accordance with the provisions of this Agreement.    This warranty shall not apply if the Contractor product(s) have been (a) altered, modified, or enhanced; (b) subjected to misuse, negligence, computer or electrical malfunction; or (c) used, adjusted, installed or operated other than in accordance with the Documentation, or as authorized in writing by Contractor.  Furthermore, no warranties shall apply in the event of an uncured breach of this Agreement by Ordering Activity for which notice of breach has been given hereunder. "
4777,"Except as authorized in writing by COMPANY, neither LICENSEE nor their personnel, agents or any subcontractor shall duplicate, use, or disclose any proprietary information supplied by COMPANY during the course of this LICENSE so long as, and to the extent that, the information does not become part of the public domain, does not correspond to information furnished or made known to LICENSEE by a third party without restriction as to its use, or was not within LICENSEE possession at the time of disclosure by the disclosing party. LICENSEE hereby grants COMPANY"
7963,The foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from COMPANY’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
250, 1.26.	A Time-Limited License is any of the above-defined licenses but for a limited time only. Some COMPANY Products or Product features/functionality are offered only on a Time-Limited License basis. All Time-Limited Licenses are non- refundable. Any Time-Limited License may be renewed by You for additional periods of time.
2708,"8. Term and Termination of Agreement. The term of such License shall be for the term purchased by the Customer, unless sooner terminated pursuant to this EULA (“Term”). If no term is set forth, the Term shall commence on the Agreement’s Effective Date and shall continue unless sooner terminated or cancelled pursuant to this EULA (“Term”). This EULA shall terminate upon the earlier to occur of: a) expiration of the Term, or b) by mutual agreement of the Parties. Upon termination, Customer agrees to return all copies of COMPANY and any other software or enhancement provided either before or after the date of this EULA by Licensor and all other materials pertaining to COMPANY, including all copies thereof and to permanently delete all copies of COMPANY and any other COMPANY product or enhancement from all computers or storage devices under Customer's control. To the extent any COMPANY enhancement, Software or product is stored on computer hardware and cannot be physically returned, Customer agrees to immediately and permanently delete any such enhancement, software or product."
2314,5. PRODUCT for Engineering Applications. Each license for PRODUCT for Engineering Applications permits the management and administration of license servers and processing of reports associated with the licensed number of Users within Ordering Activity’s organization who access the software application identified by a distinct vendor daemon name(s) (“Vendor Daemon”). PRODUCT for Engineering Applications may be installed on a single named server identified by a distinct server identification (“HostID”). A set of redundant servers is considered a “single named server” for purposes of this license.
1277,"11. This Agreement shall be construed, interpreted and governed by the Federal laws of the United States. Company  reserves all rights not specifically granted in this Agreement."
1176,"10. Buyer acknowledges that all intellectual property related to Products is the property of COMPANY. Buyer shall not reverse engineer, have Products reverse engineered, and shall not aid a third party in reverse engineering Products. Unless otherwise agreed in writing with COMPANY, Buyer has no rights to use any of “COMPANY” trade names, trademarks, service marks, logos, domain names, or other distinctive product features. Buyer agrees that it shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within Products."
8198,"The terms of this License will, if and when using the Software provided by Licensor, form a legally binding agreement between Licensor and the Licensee."
164,"
CPU Core
A “CPU Core” is a single independent physical processing unit (execution core) within a CPU. In the case of Virtual Machines, the number of CPU Cores will be reported by the System.
"
5535,"In the event that Subscriber violates any provisions in Sections 4.2 or 4.3 or otherwise uses the Website Services in a manner that causes or in COMPANY’s good faith judgment is likely to cause damage or disruption to the Website Services and/or other subscribers’ use of the Website Services, COMPANY reserves the right to suspend Subscriber’s access to the Website Services and/or take down or remove any offending Subscriber Content without notice to Subscriber (provided that COMPANY will make commercially reasonable efforts to provide advance notice of such suspension where possible)."
5707,"Inurement. The rights, restrictions, limitations, disclaimers and remedies granted to, retained by, or for the benefit of COMPANY will inure to the benefit of and will be enforceable by COMPANY and its licensors, successors and assigns. You may not assign your rights, obligations and interest in and to this License without the prior written consent of COMPANY. The obligations, covenants and rights which apply to you will inure to your benefit and will be binding on you and your permitted successors and assigns."
3533,Calculation of the Up-Time Commitment shall exclude unavailability of the Hosted Services caused by any of the following:
6577,"Ownership and License.
This SERVICE LEVEL AGREEMENT (“SLA”) applies to the Licensee’s use of COMPANY’ Software-as-a-Service (“SaaS”) and hosted software services (collectively with SaaS, “Hosted Software”)."
7013,"Repair. Repair service after expiration of the warranty for product is available from COMPANY. Product returned to COMPANY must be sent shipment prepaid, and Buyer must obtain authorization prior to returning product. COMPANY will repair product on a time and materials basis. Buyer agrees to pay for the return cost of shipping repaired product to Buyer."
3655,Company Algorithms
6043,"Limitations & Exclusions. COMPANY will not be responsible for providing Support Service relating to the following: (a) problems that result from Customer’s improper use of any software or hardware; (b) problems caused by changes, alterations or revisions made by Customer or on Customer’s behalf (other than by COMPANY); (c) problems caused by Customer’s data, network, operational or other environmental factors not within the direct control of COMPANY; (d) third party databases; (e) software customizations; (f) any use of the Software in violation of this Agreement; and (g) support related to any problems or errors caused directly or indirectly by any hardware not in accordance with COMPANY specifications. If Customer authorizes COMPANY to respond to any maintenance or support claims arising from the foregoing by issuing a Government Purchase Order, signed by both parties. Customer will reimburse COMPANY for all reasonable time spent in responding to any maintenance or support claims arising from the foregoing, repairing any of Customer’s alterations or revisions to the Software and correcting problems or other defects resulting from the occurrence of one or more of the events described in the items above. Such services will be invoiced to Customer at COMPANY’s then current AGENCY Pricelist time and material rates. Ordering Activity Licensee agrees to pay any travel expenses in accordance with Federal Travel Regulation (FTR)/Joint Travel Regulations (JTR), as applicable, Ordering Activity shall only be liable for such travel expenses as approved by Ordering Activity and funded under the applicable ordering document. In addition, Customer is obligated to continuously back up its data, programs and files. Customer is obligated to fully test the COMPANY software within their environment prior to initial go-live and subsequent to any updates, upgrades, system crashes or outages, or backups."
4132,Consideration and Payment.
6493,On expiration or termination of the Agreements for whatever reason:
2306,"5. Limited Warranty. Company  warrants that for a period of 90 days from the date of delivery of the Product to Licensee (but in case of resale by an authorized Company  reseller, commencing not more than ninety (90) days after original shipment by Company ): (i) the media on which the Product is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Product substantially conforms to its published specifications. Except for the foregoing, the Product is provided AS IS. In no event does Company  warrant that the Product is error free, that it will operate with any software or hardware other than that provided by Company  or specified in the documentation, or that the Product will satisfy Licensee’s own specific requirements. Company  shall use commercially reasonable efforts through the use of industry standard virus protection software and other customary procedures to screen any Product provided or made available by it to Licensee to avoid introducing any “virus” that materially disrupts the proper operation of the Product. If such a virus is found, Company  shall use commercially reasonable efforts to assist Licensee in mitigating the effects of the virus at no extra cost to Licensee."
8524,"This license (“License”) applies to the software product (“Product”) you have licensed from Company, Inc. (“Company”), including any and all Products which communicate with the Product for which this License is specifically executed, and any published corrections, updates, new releases and new versions of such software. This License is a legal agreement between Company and the single entity (“Licensee”) that has acquired Product from Company under applicable terms and conditions. Company The Product includes software that is subject to open source licenses and such open source software is licensed under the terms of the license that accompanies such open source software. To the extent portions of the Product are distributed under and subject to open source licenses obligating Company to make the source code for such portions publicly available (such as the GNU General Public License (“GPL”) or the GNU Library General Public License (“LGPL”)), Company will make such source code portions (including Company modifications, as appropriate) available upon request for a period of up to three years from the date of distribution. Such request can be made in writing to ADDRESS, ATTN: Legal. You may obtain a copy of the GPL.  Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for such open source software; however the licenses to the Product include the right to use the open source software included in the Product in the same manner and to the same extent as the Product."
8767,"U.S. Government End Users. The Service qualifies as “Commercial Items”, as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein."
5681,Intellectual Property Rights
3040,All ADR proceedings shall be conducted in the United States and in the English language.
6486,"of ADDRESS,"
7346,"Should LICENSEE allow Maintenance and Support coverage to lapse at any time, then LICENSEE chooses to reinstate its Maintenance and Support by issuing a new purchase order, LICENSEE will be required to (a) pay the back support from the date of lapse and (b) purchase a Support Plan in accordance with the AGENCY price list covering the twelve-month period from the date of reinstatement."
6338,NON-EXCLUSIVE LICENSE TO USE COMPANY PRODUCTS
3760,"Company may be deployed in multi-tiered, clustered environments. This means that web, application, and database tiers can be separated and deployed across clustered servers. This type of deployment generally provides better scalability, reliability, and efficient use of resources than a single server deployment. The infrastructure details of this type of deployment are outside the scope of this document, but can be summarized as follows:
· A load balancer provides a single point of entry for all inbound application traffic. The load balancer distributes all web service requests to the web tier according to various load-balancing algorithms.
· The web tier serves up static application assets (HTML pages, Flash content, CSS, etc.) and proxies web service requests to the application tier. The web tier consists of one or more clustered web nodes (servers) running PRODUCT HTTP Server. The web tier is deployed across multiple subnets attached to Internet gateways for public accessibility through restricted server ports (80 and 443).
· The application tier contains and executes the web service code, which interacts with the database tier for data access. The application tier consists of one or more clustered app nodes running PRODUCT Application Server. The application tier is deployed across multiple private subnets (no Internet gateway), restricting access to web servers only.
· The database tier stores and replicates all application data. The database tier consists of a master database node and one or more slave database nodes for redundancy. The database tier is deployed across multiple private subnets (no Internet gateway), restricting access to application servers only."
5468,"In consideration of the Software License Fee paid by the Customer to the Company, the Company grants the Customer a perpetual, non-exclusive, limited, non-transferable, revocable license to install and use one production copy of the binary code version of the Software for the Customer's internal business purposes subject at all times to the conditions set out in Paragraphs 2.3, 2.4, 2.5 and 2.6 below for the full period of the copyright in the Software, unless this Agreement is terminated in accordance with Section 14.3 or 14.4(a) of the MSA (as detailed in Section 14.6 of the MSA). The Customer acknowledges that the Software License Fees do not include any Services (including but not limited to installation, support, maintenance, hosting or professional services), which may be provided if such Services are separately agreed in an Agreement subject to payment of the applicable Service Fees."
6743,"Prior to disposing of any media or apparatus containing any part of the Licensed Product, Licensee shall completely destroy such part of the Licensed Product contained therein. Further, any Licensed Product specifically licensed for evaluation purposes, without charge or for a nominal charge, shall be deemed a free evaluation license and may be used for purposes of evaluation for a paid license only, and not for any productive use. Licensee acknowledges that the Licensed Product may be distributed alongside or contain or use certain third party software (“Third Party Software”). THIRD PARTY SOFTWARE IS (IN ADDITION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT), SUBJECT TO AND GOVERNED BY (AND LICENSEE AGREES TO, AND SHALL INDEMNIFY CICOMPANY FOR NONCOMPLIANCE WITH) THE RESPECTIVE   LICENSES FOR THE THIRD PARTY SOFTWARE AVAILABLE AT .  To the extent the terms of the third party software require an offer to provide source code or related information, such offer is hereby made. Any request for source code or related information should be directed only to: 
"
1070,"1.20.	Continental License means a multi-user license for use of the Licensed Materials at multiple sites within one geographic continent by a specified number of users. COMPANY refers to continents as North America, South America, Europe, Africa and Asia Pacific excluding China. If a Continental License is to be used by You or Affiliates of Yours at different locations all such locations must be designated in the applicable purchase order and invoice."
7564,"Support Services. Support Services includes all functional and how-to product support. Typical issues include: basic Software how-to guidance, and basic software trouble- shooting. Support Services do not include online training. Support Services may also be used as necessary for Maintenance Services if Licensee exceeds its purchased Maintenance Services."
3368,"b. Ordering Activity Responsibilities and Obligations. Ordering Activity: (i) is solely responsible for the use of the Software by Ordering Activity and Ordering Activity’s employees, agents, contractors, representatives and any other personnel authorized by Ordering Activity to access the Software (collectively, “Users”); (ii) shall require Users to comply with the terms of this Agreement and User license agreement required at the time of installation (“EULA”); and (iii) shall comply with all applicable federal, state, local, foreign and international laws, rules, regulations, ordinances, treaties and governmental orders (collectively, “Laws”) in using the Software (including, without limitation, (A) all anti-bribery laws (including the Foreign Corrupt Practices Act (US) and the Anti Bribery Act (UK)); and (B) all export control laws and regulations (including the U.S. Export Administration Regulations)."
6720,Pretending to be anyone you are not -- you may not impersonate another person;
5529,"In the event that any provision of this EULA is declared invalid or unenforceable, the remaining provisions of this EULA shall be applicable."
7322,"Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force."
2004,"3.3 If, during the Warranty Period, the Product proves defective COMPANY shall, at its option, provide Warranty Service in accordance with Clause 4."
8714,"TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Company OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Company'S ENTIRE LIABILITY UNDER THIS EULA SHALL BE LIMITED TO THE INITIAL FEE PAID BY YOU FOR THE SOFTWARE PRODUCT.  The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
2130,"4. PRODUCT SUPPORT. Refer to the documentation for the SOFTWARE for product support. If further support is still required, it is available through the COMPANY website at www.company.com."
5676,"Intellectual Property Protection. Licensee shall not remove, alter, or obscure any copyright, patent, trade se- cret, proprietary rights, or other legal notices appearing in or on copies of any Products, Licensed Software, Documenta- tion, or COMPANY Confidential Information, and shall repro- duce all such notices on any copies of such items made by or for Licensee."
1308,"12.        Applicable Laws and General Provisions. This license is governed by and shall be interpreted in accordance with the laws of Canada and British Columbia ,, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded. All disputes and claims of whatever nature shall be adjudicated by a court of competent jurisdiction in British Columbia. You may not export the Software in violation of applicable export laws and regulations. Company is not obligated under any other agreements unless they are in writing and signed by an authorized representative of Company. This License, together with the underlying GSA Schedule Contract, Schedule Pricelist, Purchase Order(s), constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. To the extent the terms of any Company policies or programs for support services conflict with the terms of this license, the terms of this license shall control. If any provision of this license is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern."
6494,On our Privacy Policy Page
6187,"Miscellaneous: This EULA is the exclusive agreement between the parties concerning the subject matter hereof and supersedes any and all prior oral or written agreements, negotiations, or other dealings between the parties concerning such subject.  This EULA may only be modified or amended through an amendment or new agreement in writing duly executed and signed by the parties. If any action is brought by either party to this EULA against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and expenses of litigation . Should any term of this EULA be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms of this EULA. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.   If either party is prevented from performing or is unable to perform any of its obligations under this EULA due to causes beyond the reasonable control, including fire, casualty, terrorism, strike, lockout or riot, then the parties’ performance will be excused (force majeure). Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.  

"
4142,Contact Title:
9145,"YOU ACKNOWLEDGE AND AGREE THAT THE APP, INCLUDING ALL CONTENT CONTAINED THEREIN OR ACCESSED THEREBY, IS PROVIDED ON AN “AS IS’ AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APP IS AT YOUR SOLE RISK AND DISCRETION. TO THE EXTENT NOT PROHIBITED BY LAW, AT&TCOMPANY  AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE APP, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS LICENSE, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. FURTHERMORE, AT&TCOMPANY  AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE APP WILL MEET YOUR REQUIREMENTS; (II) THE APP WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APP WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE APP WILL BE CORRECTED OR THAT THE APP WILL BE MAINTAINED. YOU ACKNOWLEDGE THAT THE APP IS NOT INTENDED OR SUITABLE FOR USE"
3557,"Changes to Services. COMPANY continually changes and improves the Services. COMPANY may alter functionality from the Services at any time without prior notice to enhance a previously purchased capability, add additional capabilities to the Services, or otherwise improve the functions of the Services. However, COMPANY will endeavor to provide the Customer with prior notice if we make a change to the Services."
924,"1. Equipment. COMPANY will host Cloud Software using servers, switches, routers, cabling and other equipment and infrastructure (""Equipment"") provided by COMPANY."
8391,THIS AGREEMENT SHALL NOT IMPAIR THE U.S.
6255,Neither these remedies nor any product support services offered by COMPANY are available outside of the Country of America. The above warranty applies to the software and not the trial version.
5228,"Hardware Repair Service - 1, 2 and 3 year terms from date of purchase"
2264,5.        Acceptance.  A Licensed Product shall be deemed accepted by Licensee unless Licensee notifies Licensor in writing of a material defect in the Licensed Product within thirty (30) business days after delivery and commencement of the Operating License.
247," 1.1.11.	 “Original Purchase Document” means that agreement or those agreements between COMPANY and the Licensee specifying terms of purchase of the Licensed Software including, for example, term and support requirements.  Exemplary original purchase documents include, but are not limited to, the underlying GSA Schedule Contract, Schedule Pricelist, Purchase Order(s), master agreements, purchase orders, hardware purchase agreements, and software license agreements.  In the event there is a deviation in any term between a signed original purchase document and this agreement, the terms of the signed original purchase document will govern. "
7314,"Severability. If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect."
8299,"This Agreement constitutes the entire understanding and agreement between Company and Customer with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications, including without limitation pre-printed terms and conditions on Customer’s purchase order, with respect to the subject matter of this Agreement all of which are merged in this Agreement.  This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties.  In the event any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms.  Any failure by Company to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision.  There are no intended or implied third party beneficiaries of this Agreement.  The following provisions shall survive any termination or expiration of this Agreement:  Sections 2 (Restrictions), 4 (Term and Termination), 5.1 (Fees and Expenses), 9 (Limitation of Liability), 10 (Confidentiality), 11.2 (Feedback), 12 (Governing Law/Jurisdiction), 13 (General), 15 (U.S. Government Rights), 16 (Audit), 17 (Force Majeure), and Customer’s indemnity obligations hereunder.  Company may assign any of its rights or obligations hereunder as it deems necessary.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT. "
5407,"IF YOUORDERING ACTIVITY DO NOT AGREE TO THESE TERMS: 
 •        DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THIS SOFTWARE, AND 
 •        PROMPTLY RETURN THIS SOFTWARE AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM YOU ACQUIRED THEM  
"
19,"	CHOICE OF LAW. This Agreement will be governed by and construed under the Federal Acquisition Regulation and laws of the United States, without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Recourse against the Government, if any, must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable. While a dispute is pending the Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer."
5185,"Government Indemnities.  This is an obligation in advance of an appropriation that violates anti-deficiency laws (31 U.S.C. § 1341 and 41 U.S.C. § 6301), since the GSA Customer commits to pay an unknown amount at an unknown future time.  The violation occurs when the commitment is made, i.e., when the agreement featuring this clause is incorporated into a Government contract, and not when the clause is triggered.  The Interim FAR Rule dated June 21, 2013 and the Office of Legal Counsel opinion dated March 12, 2012 prohibit such indemnifications.  All Manufacturer Specific Terms referencing customer indemnities are hereby superseded.
"
3027,"Agreement means this document containing the terms and conditions of sale, the together with the underlying GSA Schedule Contract, Schedule Pricelist, the Software Licence Agreement;"
3216,Application FULL CLIENT LICENSE
404,"“AREA OF INTEREST”: means the geographical part selected by the END-USER, for which the END-USER is hereby granted rights under the EULA."
5267,"Hosting Infrastructure
Company utilizes COMPANY IaaS* to provide a stable, reliable, scalable, and secure cloud-based SaaS platform. The multi-tenant architecture of the platform allows for Ordering Activity organizations to get up and running with Company quickly and easily.
Additionally, Company supports Ordering Activity-hosted, on-premises installations of the platform. Company may be hosted in a single server environment, or in a multi-tiered, clustered environment, on virtual machines or dedicated hardware. Ordering Activity-hosted installations may be deployed with a custom architecture suitable for Ordering Activity needs. Please see the Technical Services section for more information regarding Ordering Activity-hosted installations.
*See Appendix A for technical documentation regarding Amazon Web Services.
"
3191,APPENDIX C – STATEMENT OF WORK
5744,Its:
883,"1.        LICENSE GRANT.  Company hereby grants the  Ordering Activity under GSA Schedule contracts(“Customer” “You” or “Ordering Activity”) a revocable, nontransferable, and non-exclusive license to use the Software Product strictly in accordance with the terms of this License in machine-readable, object code form only.  This License shall extend to all updates, upgrades, and revisions supplied by Company or its affiliates, unless otherwise determined by Company.  

1.1        Customer may install and access the registered version of the Software Product on one (1) computer workstation only.  Customer may make one backup copy of the Software Product for use if the original is damaged. 

1.2        Customer is licensing the Software Product for end use only and not for resale or distribution, which is prohibited.

1.3        The License shall be effective until terminated. CompanyUpon the termination of this License Agreement in accordance with the Federal Acquisition Regulation and Contract Disputes Act, (a) all rights granted to Customer hereunder cease; (b) Customer shall no longer be authorized to use or possess the Software Product; (c) Software Product license keys shall be terminated; and (d) Customer shall no longer be able to use or access the Software Product.  The provisions of Sections 2, 3, 4, 5, 6, 9, 10, 11, 12, and 13 will survive the termination of this License Agreement.  "
6344,"non-refundable for the period such Extensions are used by You; You may, however, receive a pro-rated credit for future"
2934,access all or any part of the Services and Documentation in order to build a product or service that competes with the Services and/or the Documentation; or
4939,"FEES. Orders made under this Software License Agreement are not subject to cancellation subsequent to the receipt of the purchase order by Company. Unless otherwise specified in the associated Quote, payment for purchases of licenses to use the Company software product is due immediately 30 days after receipt of invoiceupon software download. Unless otherwise specified in the associated eprentise Quote, payment for purchases of licenses to use all other eprentise software products requires an 80% commitment fee of the grand total, due by the earlier of the time of installation of the software or a date set by the Quote. The remaining balance of 20% is due by the earlier of the date of delivery of the first test run, or a date set by the Quote. Payment must be received by Company before a license for the production cutover will be issued to the Customer. Payment must be in US Dollars (USD) and made by wire or ACH. 

If issues arise during or after test or production runs and it is determined that Customer failed or elected not to test thoroughly the results obtained during test runs, or that the issues are not attributable to use of the software, Customer may be billed invoiced for eprentise’s time spent in resolving those issues on a time and materials basis. In the event of such issues, eprentise will notify customer and invoice Customer for payment, and Customer agrees to remit the payment. "
6266,"New Releases
Company may, from time to time, prepare and make available to its customers new releases of the Software.  During the Support Term, Ordering Activity will be eligible to receive any new releases which Company in its sole discretion elects to make available without charge to its customers who are receiving Support with respect to the Software.  Company may, from time to time, introduce software products which contain additional or different functionality or introduce new features and for which Company charges a separate fee.  Ordering Activity shall not be entitled to receive such software products or features without paying such separate fee set forth in the purchase order issued by Ordering Activity.  
 
Company shall be obligated to provide Support only with respect to the current major release and the immediately preceding major release of the Software.  A major release is signified by a change to the number to the left of the version’s first decimal point (e.g., from 1.x to 2.x). "
7615,"System Security

The COMPANY main data center is a Top Secret cleared facility, and FedRamp, FISMA, and FIPS compliant."
8519,"THIS IS AN END-USER LICENSE AGREEMENT (THE “LICENSE”) FOR THE COMPANY SOLUTIONS, INC. (“COMPANY”) SOFTWARE AND DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE PRODUCT”).  PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY.  BY BOTH PARTIES EXECUTING THIS LICENSE IN WRITING, YOU ACCEPT AND AGREE TO THESE TERMS . IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS IN THEIR ENTIRETY DO NOT EXECUTE THIS AGREEMENT IN WRITING. BY ACCEPTING THIS LICENSE, YOU ARE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY PROVISIONS."
3854,"Company shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3 Company’s net income.  Company for its failure to pay any applicable sales or use taxes.   "
8741,"Transfer licenses to, or sublicense, the Service to any third party; or Copy or use the Software except as specified in this Agreement or a Service Order Form. Use or allow others to use the Server Software or any Server in such a manner as to permit additional users (beyond the number stated in the Order Form) to use the Service."
7249,Security Violations
6442,"Notwithstanding the content of this Section 9 and in accordance with AGENCYR 552.212-4(w)(1)(iv) and AGENCYR 552.212-4(d) Disputes, the AGENCY MAS Contractor and COMPANY shall continue to perform while pursuing its right for an alleged breach of the Conditions under the Contract Disputes Act (41 USC Chapter 71) or other applicable Federal statute."
4119,"Confidentiality. Each party will: (a) protect the other party’s Confidential Information using commercially reasonable efforts; and (b) not disclose the Confidential Information, except to affiliates, employees, contractors, agents, and professional advisors who need to know it and who have agreed in writing to keep it confidential. Each party (and any permitted recipient to whom a party has disclosed Confidential Information of the other party) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement. Nothing in this Agreement will prevent COMPANY from using or disclosing the Customer’s Confidential Information in any manner permitted by COMPANY’s privacy policies."
3974,"COMPANY, INC."
7707,"Term.   A Subscription license is effective upon the earlier of the date specified in the Order or upon the date on which Company makes the Service available to Client for access and use (hereinafter referred to as the “Effective Date”) and shall remain in effect for the Subscription Term or for as long as the Client continues to pay the applicable Subscription Fees to Company or its authorized reseller or distributor , or for such other term (and on such other terms and conditions relating thereto) as the Client and Company or its authorized reseller or distributor may agree upon in writing.       "
2587,"7. System Monitoring. COMPANY will monitor the performance characteristics of system and network components in real-time. COMPANY will perform system-level polling of the hardware, operating system and applications of each server to identify abnormal system-level conditions. COMPANY will perform network-level monitoring on the hardware interface of each component of the Equipment necessary to the network component of the Cloud Site."
6229,Name Agreements” (Sep. 2013). This Agreement shall bind the Parties and their permitted successors and assigns.
6887,"Publicity.  The Company may include your name and logo on its customer lists and reference the fact that you are a customer of the Company, subject to the Company's confidentiality obligations under Section 4.   However, neither party may issue a press release regarding this Agreement without the other party's prior written approval (which will not be unreasonably withheld or delayed)."
2191,"4.1.7 To repair damage, malfunction or degradation of performance resulting from any use of the Product in any manner, or in any environment, not meeting with operating specification set forth in the Product Materials; or,"
8686,"to share the PRODUCT and/or any VAP with AFFILIATED END-USERS in the framework of a Joint Project, subject to the following cumulative conditions:"
6697,"Please refer to the COMPANY student license requirements or contact COMPANY for further information on what is a ""Qualified Student User,"" and about other licensing options that may be available."
1291,"11.2.        Prior to referring a matter to arbitration pursuant to clause 11.1, the Parties shall:

(a)        formally refer the dispute to their respective contract managers for consideration;

(b)        if the respective contract managers are unable to resolve the dispute after five (5) days (or such other period as is agreed between the Parties) from the date of referral, refer the dispute to the respective chief executive officers (or their nominee) of each Party; and

(c)        in good faith explore the prospect of mediation.

11.3.        Nothing in this clause shall prevent a Party from seeking urgent equitable relief before an appropriate court. 
"
2080,"4.	INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all Intellectual Property Rights in the Licensed Materials are and will remain the sole property of COMPANY or it licensors. Nothing contained in this EULA will be construed as conferring by implication, estoppel or otherwise upon You any ownership, license or other right except the licenses and rights expressly granted herein to You. Inclusion of any Libraries within Licensed User Products in no way confers upon You any ownership or other rights in such Libraries.  Ownership of derivative works should be as set forth in the copyright statute, 17 U.S.C. § 103 and the FAR clause at 52.227-14, but at a minimum, the Ordering Activity shall receive unlimited rights to use such derivative works at no further cost."
4772,"Example: In a 30-day month, if there were 200 minutes of Scheduled Maintenance and 100 minutes of Downtime, the Monthly Uptime Percentage for that calendar month would be:"
1305,12.          NO WAIVER.  The failure or delay by Company to enforce any of its rights hereunder or to take action against any party in the event of any breach of this License shall in no way be deemed a waiver of any subsequent or further actions in the event of a future or other breach of the License.
7378,software & intelligence updates
4689,End Users. End users are users who will have access to the Enterprise account.
5069,"Future Fees or Penalties.  All Manufacturer Specific Terms that  require the Government to pay any future fees, charges or penalties  are hereby superseded unless specifically authorized by existing statutes, such as the Prompt Payment Act (31 U.S.C. § 3901 et seq.) or Equal Access To Justice Act (5 U.S.C. § 504; 28 U.S.C. § 2412).
"
4003,"COMPANY’ Proprietary Rights. Customer agrees that any and all intellectual property rights (the “IP Rights”) associated with the COMPANY Services are and shall remain the exclusive property of COMPANY and/or its licensors. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in Customer. Customer is only entitled to the limited use of the rights granted to Customer in this Agreement. Customer will not take any action to jeopardize, limit or interfere with any IP Rights. Customer agrees that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. Customer acknowledges and understands that all title and rights in and to any third party content that may be accessed through the Services is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. Customer may not copy, distribute, sell, resell, license, sub-license, reproduce, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services and/or any of COMPANY’ technology or software for any purpose whatsoever. All IP addresses, COMPANY-based domain names and telephone numbers shall remain, at all times, the property of COMPANY and shall be nontransferable. Customer shall have no right to use such IP addresses, COMPANY-based domain names or telephone numbers upon termination or expiration of the applicable Service."
3155,"Any open source software provided hereunder will be provided pursuant to such open source software license terms and conditions.  The license terms associated with open source software require that Company provide copyright and license information to Customer.  A list of the open source software included in the Software or otherwise provided to Customer and applicable license terms is available at http://www.company.com/open-source/.   Any provisions in this Agreement which differ from any open source software license are offered by  Company alone and not by any other party.  In no event will the third party open source providers be liable for any special, direct, indirect, or consequential damages or any damages resulting from loss of use, data, or profits, whether in an action of contract, negligence, or other tortious action, arising out of or in connection with the use or performance of the open source software even if Company or these providers have been advised of the possibility of such damages and whether or not such losses or damages are foreseeable.  The  Ordering Activity acknowledges third party terms but does not agree to be bound by them unless and until the Ordering Activity has reviewed the terms and agreed in writing to be bound by them."
2131,"4. Product Warranty, Indemnification.  Company warrants, for sixty (60) days from shipment, that Product will perform in compliance with user manuals accompanying Product. If, within sixty (60) days of shipment, You report to Company that Product is not performing as described above, and Company is unable to correct it within sixty (60) days of the date You report it, You may return the non-performing Product at Company’s expense, and Company will refund amounts paid for such Product. The foregoing is Your sole and exclusive remedy. Company agrees to defend You from and against any third party claim or action based on any alleged infringement of any U.S. patent or copyright arising from use of the Product according to the terms and conditions of this Agreement (“Claim”), and Company agrees to indemnify You from damages awarded against You in any such Claim or settlement thereof, provided that (i) Company is promptly notified in writing of such Claim, (ii) You grant Company sole control of the defense and any related settlement negotiations, and (iii) You cooperate with Arbor in defense of such Claim. Notwithstanding the foregoing, Arbor shall have no liability to You if the infringement results from (a) use of the Product in combination with software not provided by Company; (b) modifications to the Product not made by Company; (c) use of the Product other than in accordance with the Documentation or this Agreement; or (d) failure to use an updated, non-infringing version of the applicable Product. The forego¬ing states the entire liability of Company with respect to infringement.  Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516."
7390,Software License Agreement
7131,"RESTRICTIONS.
a.        You may use the COMPANY only in accordance with this Agreement, the Documentation, and the order documentation presented when You obtained Your access to the COMPANY (""Order Documentation""). 
b.        You agree to comply with all restrictions. Depending on where You obtained the COMPANY and whether You have licensed the Software, Order Documentation may have been: (i) included in an online COMPANY shopping cart, Your Software product packaging, the terms of purchase of a third party app store, marketplace or other site or service from which You downloaded the Software (""App Store""), or other third party reseller/distributor terms; or (ii) presented directly by COMPANY, by an App Store provider, or by another third party reseller or distributor .
c.        You will not: (i) reproduce, modify, create derivative works of, distribute, sublicense, or transfer the COMPANY; (ii) use the company for the benefit of any third party; (iii) circumvent mechanisms in the COMPANY intended to limit Your use (including without limitation any license expiry or time-out mechanisms); or (iv) reverse engineer, disassemble, decompile, or translate the COMPANY Sensor or Software, or attempt to derive the source code of the Software or non-public APIs for the Online Services, except as permitted by law.
"
4581,"Duty of Care. Each Party agrees that it will treat the disclosing Party’s Confidential Information with at least the same degree of care that it uses in protecting its own confidential and proprietary information, but in no event less than a reasonable degree of care."
2863,"9.10        This Agreement together with the underlying GSA Schedule Contract, Schedule Pricelist, Purchase Order(s), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and invalidates all prior oral or written communications, understandings, representations or warranties relating to the subject matter hereof. Each Party warrants to the other that it has not relied on any such communications, understandings, representations or warranties in entering into this Agreement. In the event of a conflict between this Agreement and a Purchase Order, the Purchase Order shall prevail
9.11        Notwithstanding anything contained herein to the contrary, the provisions of clauses 2,4, 5, 6 and any other clauses which are intended to survive termination shall survive termination and continue in full force and effect thereafter.
9.12        This Agreement shall be governed and construed in accordance with the Federal laws of the the United StatesState of New York . The courts of the State of New York shall have non-exclusive jurisdiction as regards any claim or matter arising out of or in connection with this Agreement.
"
6507,one-off Services shall commence on the Commencement Date and shall continue until completion of such Services by the Company.
4650,"Either party may terminate this Agreement if the other party is in material breach or default of any obligation hereunder, and such breach or default is not cured within thirty (30) days of written notice from the other party. In addition, Customer may terminate this Agreement if (a) its contract with the Permitted User is terminated, in whole or in part, or if the services Customer provides to Permitted User pursuant to such contract are substantially diminished or (b) it chooses for convenience by providing ninety (90) days’ prior written notice. "
5109,General Provisions
5786,License
8577,"This Section 18.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this Section, ""writing"" shall not include e-mail."
5182,Governing Law. This LICENSE and performance hereunder shall be governed by the Federal laws of the United States.
933,"1. License.
a. Grant of License. Subject to all of the terms and conditions of this Agreement, underlying GSA Schedule Contract and applicable Order Confirmation, COMPANY grants Ordering Activity a non-transferable, non-sublicensable, non-exclusive license to use Software for Internal Purposes at Ordering Activity’s site(s) only, but only in accordance with (a) the Documentation, (b) this Agreement and (c) the License Level. For the purposes of this Section, Software shall also include any Documentation and any Updates provided to Ordering Activity under this Agreement. For Software that will be used in a service provider role, the terms of Article IV shall apply; licenses not identified as “Service Provider” licenses on an Order Confirmation may not be used in a service provider capacity and shall be governed by this Article III. Distribution of installation programs of non-Ordering Activity products shall require a service provider license as governed by the terms of Article IV below.
b. License Models. Ordering Activity may be licensed pursuant to one of the following license models, which will be identified on the applicable Order Confirmation.
i. Node-Locked Licenses. If Ordering Activity has licensed Software on a node-locked basis, Ordering Activity may install and use one instance of the Software on a single computer either physically installed or on a virtual image on that computer only at Ordering Activity’s site(s) for Ordering Activity’s Internal Purposes only in accordance with the License Level. A node-locked license is limited to use by a single User on a single computer or virtual image; Ordering Activity may not install the Software on a shared computer. Copying a virtual image for the purposes of using the image either simultaneously or as a replacement on another machine is strictly prohibited.
ii. Concurrent Licenses. If Ordering Activity has licensed on a concurrent basis, Ordering Activity may install the Software on any machine at
Ordering Activity’s site(s) for Ordering Activity’s Internal Purposes only in accordance with the License Level. All machines using the Software must have the ability to communicate with a license server to be authorized to use the Software. For the purpose of certification as set forth in the Agreement, the number of concurrent Users is the highest number of Users that accessed the Software at any single point during the previous year.
c. Standalone Build Licenses: In addition to the use rights for the Software, Standalone Build Licenses may also be run on a separate Build System but only if run by automated processes or by a User. If Ordering Activity has licensed the PRODUCT, Ordering Activity may install and use one copy of the Software on a single computer residing on Ordering Activity’s premises only for Ordering Activity’s Internal Purposes.                                                                                                                                                                                                        
d. Upgrades. Upgrades, if provided to Ordering Activity, may be licensed to Ordering Activity by COMPANY. Upgrades may be used only by the User of the original version of the Software that is being upgraded. After installation of an Upgrade, such User may continue to use the prior version(s) of the Software in accordance with the terms and conditions applicable to such version, provided that (i) the prior version(s) may only be used by the same User of the Upgrade; (ii) Ordering Activity acknowledges that any obligation COMPANY may have to support the prior version(s) may be ended upon the availability of the Upgrade.
e. Dual-Media Software. Ordering Activity may receive the Software in more than one medium (electronic and on a DVD, for example). Receipt of the Software in more than a single manner (electronic or on a DVD, for example) does not expand the license rights granted to Ordering Activity hereunder. Ordering Activity’s use of the Software is limited to the number of licenses (instances) that Ordering Activity has acquired overall, regardless of number or type of media on which it has been provided.
f. Transfers. Transfers of licenses that are the result of employee turnover or reassignment are allowed, provided that such transfers do not occur more frequently than annually."
5425,"IMPORTANT - READ BEFORE EXECUTING THIS AGREEMENT IN WRITING

DO NOT EXECUTE THIS AGREEMENT IN WRITING UNTIL YOU HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY BOTH PARTIES EXECUTING THIS AGREEMENT IN WRITING, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT EXECUTE THIS AGREEMENT IN WRITING.

COMPANY END USER LICENSE AGREEMENT "
3987,"COMPANY, Inc., the COMPANY logo, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT and PRODUCT are trademarks or registered trademarks of COMPANY, Inc. and COMPANY reserves all rights to names, logos, markers and trademarks. Other brands and product names are trademarks or registered trademarks of their respective owners. Microsoft and Visio are registered trademarks of Microsoft Corporation. Fluent is a trademark of Microsoft Corporation and the Fluent user interface is licensed from Microsoft Corporation."
2812,"9.        User Submissions. You agree that any material, information or other communication you transmit or post to a Company website or provide to Company will be considered non-confidential and non-proprietary (""Communications""). Company will have no obligations with respect to the Communications and you agree that title to any such Communications will be shared with Company. You agree that Company and its designees are free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein, including derivative works, for any and all commercial or non-commercial purposes.  Ownership of derivative works should be as set forth in the copyright statute, 17 U.S.C. § 103 and the FAR clause at 52.227-14, but at a minimum, the Ordering Activity shall receive unlimited rights to use such derivative works at no further cost"
1557,"16.7.        If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby."
7107,Responsibility for Content
5389,"If you do not agree to the terms of this EULA, do not install, access or use the Licensed Software. "
2014,"3.4	Orderly Transfer & Post-Termination Obligations.  Upon the expiration or termination of any Reseller Schedule for any reason whatsoever, if requested by Subscriber and the applicable Reseller, “COMPANY” will provide a reasonable amount of information, cooperation and other assistance to Subscriber, subject to compensation by Reseller for such assistance as separately agreed between Reseller and “COMPANY”.  Upon written request, “COMPANY” will return Subscriber Data (in its then-current format and condition) at no additional fee.  If not so requested by Subscriber within thirty (30) days of the effective date of termination, “COMPANY” may destroy Subscriber Data.  If this Agreement is terminated for any reason any and all payment liabilities accrued prior to the effective date of the termination will survive.  "
4296,"Customer shall pay to Company a finance charge of 1.5% per month, not to exceed the rate allowed by law, on any undisputed sums which are not paid by Customer when due. If Customer fails to pay any amount when due or shall otherwise default, Company, may, in addition to any other remedies Company may have at law or in equity, with written notice to Customer, suspend any services provided hereunder, or render it inoperable."
8988,Warranties. COMPANY warrants that the Software will materially perform the intended use defined as reporting on Salesforce Apex code unit test coverage and substantially in accordance with SOFTWARE written materials accompanying it.
7881,the Customer shall make as many back-up copies of the Customer’s Data as may be necessary in accordance with best computing practice and as regularly and fully as the Customer deems necessary for its business practices;
1423,"13.10        Force Majeure. Company shall not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond Company’ reasonable control, including but not limited to Acts of God (including, without limitation, earthquakes, fires, floods, landslides, tornadoes, hurricanes and severe storms), government actions, war, terrorism, civil disturbance, insurrection, sabotage, labor shortages or disputes, delays due to customs or other requirements imposed by foreign jurisdictions (or any agency or body thereof), shortage of energy or equipment, or Customer’s fault or negligence."
8983,"Warranties and Disclaimers COMPANY warrants that the Software will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with Software written materials accompanying it. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND COMPANY, ALL INFORMATION AND CONTENT ON THIS WEB SITE ARE PROVIDED ""AS IS"" WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. COMPANY ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION OR CONTENT OR OTHER DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO THIS WEB SITE. REFERENCES TO CORPORATIONS, THEIR SERVICES AND PRODUCTS, ARE PROVIDED ""AS IS"" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS INFORMATION. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WEB SITE AND THE CONTENT HEREIN COULD INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN; THESE CHANGES WILL BE INCORPORATED IN NEW EDITIONS OF THIS WEB SITE. COMPANY MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED IN THIS WEB SITE AT ANY TIME. THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O). IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109. COMPANY software including software is subject to the U.S. Export Administration Regulations and other U.S. law, and may not be exported or re- exported to certain countries or to persons or entities prohibited from receiving U.S. exports (including Denied Parties, Specially Designated Nationals, and entities on the Bureau of Export Administration Entity List. Third-Party Products The mention of third parties and their respective products in the Content on this site is provided to you only as a convenience, is for informational purposes only and constitutes neither an endorsement nor a recommendation of such third parties or their products. All third-party products must be ordered directly from such third-party or its representatives, and all licenses and warranties relating to such third-party products, if any, are between you and such third-party."
4127,CONSENT TO COLLECT NON-PERSONAL INFORMATION; USE OF DATA; ENCRYPTION
7503,Subscription Fees” mean the fees paid by Client in accordance with the GSA Pricelist for the right to access and use the Services during the applicable Service Term
120,"	Unless otherwise notified by Customer, Customer agrees that its PII is not protected by any additional federal or state law requiring certain compliance terms by Company. To the extent possible, Customer will"
5448,"In addition, certain third party code may be provided with the Software. Ordering Activity acknowledges that different terms accompany third party licenses.The third-party license terms accompanying such code, will govern your use of such code.   "
1125,"1.6 Additional Terms. Some Products are also subject to the additional terms below (the “Additional Terms”). Any content that we provide to you (such as Products, etc.) are licensed, not sold, to you, and may be subject to Additional Terms."
3608,"Commercial Use. If your License Key authorizes Commercial Use, you may use the software on more than one computer or on a network so long as you are the sole user of the Software. (A ""network"" is any combination of two or more computers that are electronically linked and capable of sharing the use of a single software program.) You will obtain a separate license for each additional user of the Software (whether or not such users are connected on a network). You may make only one copy of the Software for archival or backup purposes. You are not permitted to sell, lease, distribute, transfer, sublicense, or otherwise dispose of the Software, in whole or in part, for any form of actual or potential commercial gain or consideration."
8039,The obligation of COMPANY to provide technical support for the COMPANY Software licensed to the Ordering Activity shall be subject to the conditions described below.
2518,"6.3.        COMPANY warrants Solution: (i) perform materially in accordance with the applicable Documentation a period of  ninety (90) days from the Live In-Production Date (the “Warranty Period”); (ii) be compatible with the operating system and hardware on which it is designed to function; and (iii) not contain any software routine, malicious code, or instruction, component or combination of the foregoing that permits unauthorized access to Licensee’s IT network or can disable, delete, modify, damage or erase software or data.  This limited warranty shall be void to the extent that any nonconformance of the COMPANY® Software results from (i) any use of the COMPANY® Software not in accordance with the Documentation; (ii) acts or omissions by someone other than COMPANY or (iii) the combination of the COMPANY Software with products, materials or software not approved by COMPANY.  If the COMPANY® Software and associated media does not materially perform in accordance the warranties contained in this Section 6.3, then upon written notification by Licensee, COMPANY shall use commercially reasonable efforts to either (i) correct such defect or variation so as to cause the COMPANY® Software and associated media to materially perform in the manner set forth in the Documentation and the warranties contained in this Section 6.3 or (ii) replace the COMPANY® Software and associated media. The foregoing states COMPANY’s entire obligation and liability in connection with the warranty in this Section 6.3."
3897,"COMPANY warrants that at the time of delivery of the COMPANY Solution or Software, as applicable, and for ninety (90) days thereafter, the COMPANY Solution or Software, as applicable, will perform in substantial accordance with the Documentation. If during such period, the COMPANY Solution or Software does not perform as warranted and COMPANY is notified of the purported failure to perform, COMPANY including through an Authorized Reseller will, at its option, undertake to correct the COMPANY Solution or Software, replace the COMPANY Solution or Software free of charge or, if neither of the foregoing can be accomplished on a commercially reasonable basis, terminate this Agreement and refund to Customer the amount actually paid by Customer for the COMPANY Solution or Software, as applicable. The foregoing are Customer's sole and exclusive remedies for breach of warranty. The warranty set forth above is made to and for the benefit of Customer only. The warranty will apply only if: (a) the COMPANY Solution or Software, as applicable, have been properly installed and used in accordance with the instructions for use; and (b) no alteration, modification or addition has been made to the COMPANY Solution or Software. The COMPANY Solution and Software make use of certain third party hardware and software components. The terms and conditions associated with such components are provided with the components, detailed in a text file accompanying the Software and/or Hardware, or otherwise will be supplied as required. COMPANY INCLUDING THROUGH AN AUTHORIZED RESELLER (IF APPLICABLE) OTHERWISE PROVIDES NO WARRANTY WITH RESPECT TO SUCH THIRD PARTY COMPONENTS AND SHALL HAVE NO LIABILITY IN CONNECTION THEREWITH. EXCEPT AS SET FORTH ABOVE, COMPANY (INCLUDING THROUGH AN AUTHORIZED RESELLER IF APPLICABLE) MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE COMPANY SOLUTION OR SOFTWARE OR ANY MATERIALS OR SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. COMPANY (ICLUDING THROUGH AN AUTHRIZED RESELLER IF APPLICABLE) SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE COMPANY SOLUTION, SOFTWARE OR HARDWARE AND ANY OTHER MATERIALS AND SERVICES PROVIDED HEREUNDER. NO WARRANTIES GIVEN BY AN AUTHORIZED RESELLER SHALL BIND COMPANY. COMPANY DISCLAIMS ANY SUCH WARRANTIES GIVEN BY AN AUTHORIZED RESELLER AND SHALL NOT BEAR ANY LIABILITY WITH RESPECT THEREOF."
8914,Use the Product to directly or indirectly provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider;
541,“Licensee” means the purchaser of an COMPANY Business Edition license and services from COMPANY identified in the Quote/Invoice referencing this Standard Terms and Conditions of Sale document (the “Agreement”)
1558,"16.8.        Any provision of this Agreement, which by its nature or terms extends beyond the termination or expiration of this Agreement, shall remain in effect until fulfilled, and apply to respective successors and assigns."
7287,SERVICE LEVEL ASSURANCES
5686,"Intellectual Property Rights.  No transfer of ownership of any intellectual property will occur under this Agreement.  The Company retains all right, title and interest in and to all marks related to, processes, know-how and knowledge utilized in, and components of the Services, including all worldwide intellectual property and proprietary rights.  All inventions, derivatives,  discoveries, intellectual property, technical communications, and records originated or prepared pursuant to this Agreement, based on information obtained from the Company, or based on the Services or any part thereof, regardless of the Party responsible for the creation or discovery thereof or improvement thereto, shall be the Company’s exclusive property as if originally authored, created, conceived, modified or improved by Company.  User agrees to, and shall, execute any document(s) or agreement(s) deemed necessary by the Company to solidify and evidence the Company’s right, title and interest therein, or to obtain any form of legal protection therefore.    grants the Company a non-exclusive, perpetual, worldwide, royalty-free right and license to any intellectual property that is necessary for the Company and its designees to perform the ordered services. "
8339,This agreement is governed by United States Federal law.
2285,"5.  Resources. The COMPANY Services may make available information, data, materials, services, products, merchandise, functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available by COMPANY or by third parties, and may be made available for any purpose, including for general information purposes. We make no representations as to the availability, accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, safety or usefulness of any or all of the Resources and the COMPANY Services, or any intellectual property rights therein. Resources, and the availability of Resources, are subject to change at any time without notice . We disclaim all liability and responsibility arising from any reliance placed on any Resources for safety or any other reasons by you or any other user of the COMPANY Services, or by anyone who may be informed of the content of any Resources. It is your responsibility to ascertain your own safe conduct and obey all applicable local, state, federal and foreign laws regarding the use, possession or purchase of any Resources."
7492,"Subject to the terms and conditions of this Agreement, Customer will be provided access to the Service) and any related software (“Software”), including the Company Monitor and/or Company Secure agent(s), and materials provided by Company for Customer's use as part of the Services."
1930,"3. Support and Maintenance.
a. Support and Maintenance. COMPANY shall provide the level of Support and Maintenance set forth on the applicable Order Confirmation, if any, during such period as specified in the Order Confirmation. COMPANY. Subscription license fees include Support and Maintenance for the duration of the Subscription Period.
b. Exclusions. COMPANY will have no Support and Maintenance obligation to Ordering Activity: (a) where the Software source code has been modified (except for Updates); or (b) for any Evaluation Software or Free Software.
c. Renewals. For perpetual licenses, in the event Ordering Activity elects not to obtain Support and Maintenance, Ordering Activity may retain the Software and Documentation but will have no further right to Support and Maintenance for the Software. COMPANYFor perpetual licenses, Support and Maintenance may be renewed for the first renewal period (the duration of which may be no shorter than one year and no longer than the length of the initial maintenance period) for the GSA Schedule Contract or Schedule Pricelist rate for Support and Maintenance."
7326,"Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
"
6298,"No Network Abuse
You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:
· Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.
· Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
· Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
· Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
· Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions."
230,"
Throughput Capacity
“Throughput Capacity” is the maximum rate of network packet transmission available to any given system under ideal conditions, as defined in measurement of “bits per second”. For a “system” comprising more than one component (such as, for example, an appliance or virtual machine), Throughput Capacity applies to the system, as a whole, and not individually to each component of the “system.” Categorizations of Throughput Capacity, such as “Small,” “Medium,” or “Large,” if indicated, are provided for qualitative estimation purposes, only.
"
5935,"LICENSEE will have the option to order Maintenance for a one (1) year term for the fee shown on the applicable Program Schedule and under the terms of the attached Software Maintenance Plan in Appendix B. LICENSEE may discontinue Maintenance at any time upon written notice to COMPANY and continue to use the Program without the benefit of Maintenance. COMPANY, by request following the date of expiration or early termination of Maintenance, shall provide LICENSEE with any Updates and Upgrades released prior to such date that were not previously provided to LICENSEE."
4997,"For the purposes of this Privacy Statement, “personal data” means Data relating to a living individual who is or can be identified either from the Data or from the Data in conjunction with other information that is in, or is likely to come into, our possession."
7186,"SCOPE OF COMPANY.
Company will provide ongoing maintenance and support services for Products as detailed below and address any Error in accordance with Section 5 (Error Severity Levels). In order to ensure consistent administration of support across its operations, Customer must elect either (i) Company Basic, or (ii) Company Advanced for all of its Products, whether existing or newly acquired.  Any modification or amendment necessary to harmonize Customer’s Company service level across all of Customer’s Products shall be evidenced in writing and executed by an authorized representative for both parties.  Company will invoice Customer for any additional Company fees to increase the Company service level for its Products, provided, however, that Customer shall not be entitled to receive, and Company shall have no obligation to provide, any refund, credit or other consideration in the event Customer elects to reduce its Company services level from Company Advanced to Company Basic.  For purposes of clarity, Customer may not simultaneously receive Company Basic for certain Products and Company Advanced for other Products.  All services provided under Company shall be conducted in the English language. Company shall use commercially reasonable efforts to provide the services set forth in this Section 4 during Regular Hours for Company Basic or Premier Hours for Company Advanced, as applicable.
Company Support
Customer shall have direct access to Company’s support team (“Company Support”) through a list of persons designated by Customer in writing (“Authorized Contact Persons”). If Customer needs to add additional names to its Authorized Contact Persons list, Customer must notify Company in advance, and the parties shall mutually determine an arrangement. Such Authorized Contact Persons must have adequate technical expertise or otherwise be trained in administering or managing the Products to assist Company Support in troubleshooting Errors. All inquiries to Company Support must be made by an Authorized Contact Person and Company will have no obligation to accept calls directly from, or otherwise interact directly with personnel other than an Authorized Contact Person. 
For Company Basic, Company Support will respond to Customer during Regular Hours within the Severity Level Response Times. For Company Advanced, Company Support will respond to Customer during Premier Hours within the Severity Level Response Times. Severity Level Response Times and contact methods are provided in Exhibit A (Technical Support and Escalation Process).
Software Updates
Customer shall receive software releases or updates that Company, in its discretion, makes generally available without additional charge. 
Use of certain Modules may require Customer to purchase additional Products and/or third party products which are not provided to Customer under Company. In addition, Customer shall pay any Third-Party Sublicensing Fee(s), if any, required for use of a Module.  A “Third-Party Sublicensing Fee” means any licensing fee required by a third party to allow the Module or other Software to interoperate with products or functionality provided by such third party.
Company will make commercially reasonable efforts to accommodate Customer’s requests for modifications to the Software; however, Company is under no obligation to incorporate those requests in future releases of any Software.
In the event that Customer’s Company Term has expired or is otherwise no longer valid, and Customer downloads and uses Modules, Service Packs, or other Software releases or updates that Company makes generally available under Company, Company will invoice Customer for the then-current list price (unless otherwise agreed) for one (1) year of Company fees. 
Advanced Hardware Replacement
Company will provide Hardware replacement for a defective Product in advance of Customer’s return of the defective Product, provided that Customer immediately notifies Company in writing of such defect and requests a Return Material Authorization (“RMA”).  If Company approves the return request and issues the RMA, (a) for shipments to U.S. locations under Company Basic, Company will deliver the replacement Hardware within five (5) business days from Company’s issuance of the RMA; (b) for shipments to U.S. locations under Company Advanced, Company will deliver the replacement Hardware within two (2) business days from Company’s issuance of the RMA. Company cannot guarantee delivery times for shipments outside the U.S. as transportation issues, alternative routing, and customs clearance may delay delivery.
Customer shall pack the Hardware to protect it from damage while in transit and ship the defective Hardware to Company, with the RMA number clearly displayed on the exterior of the package. 
If, after attempting to repair the Hardware, Company finds no Error in the Hardware, Company reserves the right to charge Customer a reasonable replacement charge. 
If Company does not receive the defective Hardware incorporating all original swappable components delivered by Company, including, without limitation, hard drives, power supply and small form factor pluggables (SFPs), within thirty (30) days of Company’s issuance of the RMA, Company will invoice Customer a replacement fee equal to the then-current list price (unless otherwise agreed) of the applicable Product.
"
8404,"This Agreement, constitutes the entire agreement between the parties relating to the subject matter hereof.  All prior or contemporaneous agreements, whether written or oral, among themselves or their agents and representatives relating to the subject hereof are merged into this Agreement.  This Agreement may be altered, amended, or revoked only by an instrument in writing signed by all the parties hereto"
8926,Users are able to change their personal information:
6262,"network infrastructure (“Client Equipment”) and any ancillary services needed to connect to, access or otherwise use the Services, and ensuring that the Client Equipment and ancillary services comply with the configuration requirements specified by COMPANY and agreed upon with Client. Client agrees to notify COMPANY immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services."
7752,"Termination for Convenience. Licensee shall have the right to terminate this Agreement without further obligation or liability to Licensor (except as specified herein) by delivery of ninety 90) days prior written notice to Licensor. If Licensee exercises its right to terminate this Agreement for convenience, Licensor shall have no duty to refund any fees received from Licensee under this Agreement prior to receipt of such notice of termination."
340,""" Upgrade "" means a major version upgrade of the Software;"
652,“Suggestions” means all suggested improvements to the Services or COMPANY Materials that you provide to us.
5802,LICENSE GRANT
2984,"Additionally, there is a minimum of one (1) required SuperUser in the system. A default SuperUser is defined in the out of the box configuration, but this user can be replaced by another designated SuperUser and default SuperUser can be made Inactive, thus releasing its Full Client License."
4174,"Cookies are alphanumeric identifiers that we may transfer to your computer’s hard drive through your browser to enable our systems to recognize your browser and tell us how and when pages in our site are visited and by how many people. COMPANY cookies do not collect Personal Information; however, we may combine the general information collected through cookies with other Personal Information in connection with our collection of Individual Site Usage Information (as described above). If you do not wish to have your Individual Site Usage Information collected, most browsers have an option for turning off the cookie feature, which will prevent your browser from accepting new cookies, as well as (depending on the sophistication of your browser software) allowing you to decide on acceptance of each new cookie in a variety of ways. Please be aware that disabling cookies may reduce your ability to access certain portions of the COMPANY website, and that by disabling cookies, you are agreeing not to access those portions of the COMPANY website. In addition, we may also record the pages you visit on the website through the use of pixel tags (also called “clear gifs” or “beacons”)."
1074,"1.22.  “Statement of Work” (SOW) is the document that describes the activities and deliverables to be provided by Our professional services team, and Our responsibilities and Your responsibilities under that document. The Initial Statement of Work, if applicable, is attached as Exhibit B to this Agreement."
6930,Recommend Use of Up-to-Date Anti-Virus Program.
9118,"With the exception of the onsite parts replacement feature of the COMPANY Premium Support Maintenance program, COMPANY Support does not include onsite support.  If onsite support is required, regular services fees at the AGENCY rates may apply and must be purchased under separate order."
2463,"6. Subject to Section 9 below, for a period of twelve (12 months) from date of shipment, COMPANY warrants that COMPANY Products shall be free from material defects in material or workmanship and shall conform to COMPANY's published specifications for such Product. COMPANY shall not be liable for any defects that are caused by neglect or mistreatment, including improper installation or testing, or for any Products that have been altered, misused, abused, damaged, repaired, or modified in any way by an entity other than COMPANY. COMPANY shall not be liable for any defects that result from Buyer's design, specifications or instructions for such Products, or combination of such Products with accessories or devices not approved by COMPANY as being compatible., or acts of God. "
4280,"Customer represents and warrants that it will comply with all laws, statutes, regulations and ordinances applicable to its use of the Services and will only use the Services for legitimate business purposes, and will be responsible for ensuring that its authorized end users with access to the Services do the same. Except as prohibited by applicable law including, without limitation, 31 USC 1341 and 41 USC 6301 if Customer is a government entity, Customer will defend, indemnify and hold Company  harmless from any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any claims, demands, suits or proceedings brought against Company  by a third party alleging, relating to or arising out of Customer’s breach of its obligations under this Agreement or infringement of intellectual property rights. "
6377,Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s
9216,"You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by thus. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge that the Product may be subject to U.S. and other countries’ export and import laws. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end- user, end-use, and destination restrictions issued by U.S. and other governments. You also agree that you will not use the Product for any purposes prohibited by U.S. or other applicable countries’ laws."
7592,"Survival. Any provision of this MSA that expressly or by implication is intended to come into or continue in force on or after termination or expiration of this MSA shall remain in full force and effect including Sections 7.6, 8, 9, 10, 11, 12, 14.5 to 14.8 (inclusive), 15, 16, 17, 18, 19, 20 and 21 and Part A of the Terms of Service for all continuing Software Licenses."
5257,"HIGH RISK ACTIVITIES DISCLAIMER. THIS SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE OR RESALE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (HIGH RISK ACTIVITIES). COMPANY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES."
1991,"3.2.        Limitations  
The license granted to Licensee is expressly made subject to the following limitations: Licensee may not: (i) remove any copyright, trademark or other proprietary notice or disclaimer (“Notice”) from any part of the COMPANY® Software (and Licensee shall reproduce all such Notices within and/or upon any copies and partial copies thereof made in accordance with this Agreement); (ii) disclose, distribute or otherwise make available the COMPANY® Software (or any part thereof) to any other party or permit others to use it, except employees and agents of Licensee who use it on Licensee’s behalf and are bound by these license terms; (iii) rent, lease, sublicense, sell, assign or otherwise transfer any part of the COMPANY® Software; (iv) modify, copy (except to make one or more back-up copies that remain in Licensee’s exclusive possession for archival purposes only), adapt, translate or create derivative works of any part of the COMPANY® Software; (v) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the COMPANY® Software; (vi) utilize the COMPANY® Software for the benefit of any third party Licensee; (vii) discontinue Support Services; (viii) utilize the COMPANY® Software in combination with other third party applications that have not been validated and approved by COMPANY; or (ix) utilize the COMPANY® Software if the Agreement is terminated pursuant to the the Contract Disputes Act  or expires naturally.
"
421,"“COMPANY Parties” means COMPANY Ltd and its parents, subsidiaries, shareholders, directors, officers, employees, licensors, suppliers and agents."
7128,Restrictions on use. You may not and you may not permit others to:
4972,"For on-premises installation, Company shall provide Licensee with one (1) machine executable copy of the Software and Documentation. Licensee may make a backup copy of the Software and copies of the Documentation solely for Licensee’s internal use. Licensee must be a current Services subscriber to receive a new machine executable copy of the Software in the event one is required by a Platform Transfer by Licensee."
8910,"Use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of COMPANY."
1326,"12. Export Control Laws. 
The Products, content, and your use of the Products, and content, are subject to Country and international laws, restrictions, and regulations that may govern the import, export, and use of the Products, and content. You agree to comply with all the laws, restrictions, and regulations."
3952,COMPANY will not indemnify LICENSEE hereunder if any claim of infringement is based on:
6003,"Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, Company IS NOT LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF USE OF THE PRODUCT, INCONVENIENCE OR DAMAGES OF ANY CHARACTER, WHETHER DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, LOSS OF REVENUE OR PROFIT, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF INFORMATION OR DATA CONTAINED IN, STORED ON, OR INTEGRATED WITH ANY PRODUCT RETURNED TO Company FOR WARRANTY SERVICE) RESULTING FROM THE 
USE OF THE PRODUCT, RELATING TO WARRANTY SERVICE, OR ARISING OUT OF ANY BREACH OF THIS LIMITED WARRANTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY FOR A BREACH OF THE FOREGOING LIMITED WARRANTY IS REPAIR, REPLACEMENT OR REFUND OF THE DEFECTIVE OR NON-CONFORMING PRODUCT AS STATED HEREIN.  THE MAXIMUM LIABILITY OF COMPANY UNDER THIS WARRANTY IS LIMITED TO THE PURCHASE PRICE ACTUALLY PAID BY THE CUSTOMER FOR THE PRODUCT COVERED BY THIS WARRANTY. THE FOREGOING EXPRESS WRITTEN WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR STATUTORYCONTRACT PRICE.  The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
"
7935,"The fees payable for the COMPANY  Subscription Services will be set forth in the Order. The fees will be invoiced in accordance with the relevant Order and are due upon 30 days after receipt of invoice, or as otherwise provided in the GSA Schedule Contract or Purchase Order.."
1208,"10.0 INDEMNIFICATION BY CUSTOMER. Customer agrees, at Company’s request, to defend, and indemnify Company against, and to hold Company harmless from any and all claims, actions, losses, costs, fines and expenses that Company may incur as a result of: (a) Customer’s modification of the Company Solutions, and any claim against Company in connection with any unauthorized installation, use, copying, access or distribution of any Company Solution that Company has provided to Customer under this Agreement; (c) any alleged infringement or misappropriation of any intellectual property rights of any third party based on or related to Company Solution modifications not made by Company."
490,“Employee Count” means the total number of employees in LICENSEE’s organization.
3833,"COMPANY shall have no responsibility to provide Support for any Issues related to or resulting from (i) the use or combination of the Solution with any other software or hardware not provided by COMPANY; (ii) causes external to the Solution, such as problems with the hardware, network, or other infrastructure with which the Solution is used; (iii) improper or negligent use, misuse or unauthorized use of the Solution; (iv) normal wear and tear; (v) normally consumable hardware items; (vi) any Solution which has been altered or modified by anyone other than COMPANY; or (vii) any other cause not within COMPANY’s reasonable control."
5592,INDEMNITY
5543,"In the event the Software becomes, or is likely to become, the subject of an infringement or misappropriation claim, Company shall have the option, at its expense, to:"
9131,"without the indemnifying party’s written consent. The indemnitee has the right to participate  at its own expense  in the claim or suit and in selecting counsel therefor. Nothing contained herein shall be construed in derogation of  the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516."
7328,"Severity 1 issue – If the issue has not resolved within one business day and provided no material progress has been made, the issue is escalated within COMPANY for additional action and resources as needed. Executive management monitors the issues closely until it is resolved."
4779,"Except as expressly authorized herein, Licensee shall not, nor permit others to:"
2815,"9.      Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY  OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE LICENSED SOFTWARE, SERVICES OR THIS AGREEMENT, EVEN IF COMPANY  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY  AND ITS LICENSORS AND SUPPLIERS UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO FEES PAID BY CUSTOMER FOR THE LICENSED SOFTWARE OR SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM. No action, regardless of form, arising out of any of the transactions under this Agreement may be brought by Customer more than one (1) year after such action accrued. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
8805,Unauthorized monitoring of data or traffic on any network or system without the express authorization of the owner of the system or network;
161,"
COMPANY SOFTWARE LICENSE, SUPPORT AND SERVICES AGREEMENT"
4590,"e. Installation and Copies. Ordering Activity may install On-Premise Software on Ordering Activity's or Affiliates’ machines only and only at Ordering Activity Sites as many instances of the Software as is designated in the applicable Order Confirmation. Ordering Activity may not make copies of the Software unless otherwise set forth in an applicable Order Confirmation. Notwithstanding the foregoing, Ordering Activity may make a copy of the Software for back-up purposes. Notwithstanding the foregoing, provided that Ordering Activity, Contractor and COMPANY execute an offsite contractor form, Ordering Activity may allow a Contractor to install On-Premise Software on Contractor’s own premises."
2044,"3.6.       Indemnification for Specified Applications. In the event that You use the Licensed Materials in connection with one or more of the following applications You shall indemnify, defend and hold COMPANY and its officers, employees, subsidiaries, affiliates, and distributors harmless against all claims, costs, damages, expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of personal injury, death, or other damages associated with such unintended or unauthorized use, even if such claim alleges that COMPANY was negligent regarding the design of the Licensed Materials: the operation of weapons, weapons systems, nuclear installations, means of mass transportation, aviation, life-support computers or equipment (including resuscitation equipment and surgical implants), pollution control, hazardous substances management, or for any other application in which the failure of the Licensed User Products could create a situation where personal injury or death may occur."
1046,"1.19.    
“Professional
Services” means the services that we will provide to You, pursuant to an
Order Form, and may include, as applicable, Implementation Services,
educational services, facilitation, advance analytics, training and other
professional services."
2468,6. Technical Support
1939,3. TERM: The term of this Agreement and the license granted to you pursuant to Paragraph 1 shall commence upon your execution of this Agreement and shall terminate upon your discontinuing the use of the software and documentation and following the provisions of Paragraph 4(b)
9252,"You(r) means the entity, either individual or company, that is obtaining the Licensed Materials."
6998,"remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product; or"
874,"1.              
Limitation of
Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
""(a)            IN NO EVENT WILLLICENSOR 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 EULA, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.""
(b)           IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN
CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL CONTRACT PRICE.
(c) THE LIMITATIONS SET FORTH IN Section 11(a) AND Section 11(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE.                                                                                                                                                                                                "
1368,"12.4.  Notices.  All  notices  and  consents  required  or  permitted  under  this  Agreement  must  be  in  writing;  must be  personally  delivered  or  sent  by  registered  or  certified  mail  (postage  prepaid),  by  overnight  courier,  or by facsimile (receipt  confirmed), in each case to the appropriate party at the address set forth below, and will  be  effective  upon  receipt.  Each  party  may  change  its  address  for  receipt  of  notices  by  giving  notice of  the  new  address  to  the  other  party."
3627,"COMPANY  is not liable for its failure to perform any of its obligations under this Agreement during any period in which performance is delayed by Customer or circumstances beyond COMPANY 's reasonable control.  The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Customer will receive system notifications from COMPANY  and its licensors, if applicable (i.e. planned downtime notices, etc). This Agreement, including any Attachments and Orders, together with the underlying Schedule Contract and Schedule Pricelist, constitutes the entire agreement between Customer and COMPANY  and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the COMPANY  Subscription Services. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement. There are no third party beneficiaries to this Agreement; Customer is not entering into a contractual relationship with COMPANY ’s licensors and COMPANY ’s licensors have no liability to Customer. No modification or waiver of any provision hereof will be effective unless made in a writing signed by both COMPANY  and Customer. Customer Neither party may not assign nor transfer this Agreement or the COMPANY  Subscription Services to a third party, whether by merger or otherwise.  Should any provision of this Agreement be invalid or unenforceable, the remainder of the provisions will remain in effect. Any additional or conflicting terms of any Customer purchase order are rejected by COMPANY  and do not apply.  Any additional documents presented to a COMPANY  representative by Customer for signature as a condition for going on a Customer’s site will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void. The COMPANY  Subscription Services may contain hyperlinks to websites controlled by parties other than COMPANY . COMPANY  is not responsible for and does not endorse the content or accept any responsibility for Customer’s use of these websites. Customer should refer to the policies posted by other websites regarding data privacy and other topics before using them.

"
2995,Address:
800,(i) use the software in any way that is against the law;
1167,"10.        Limited Warranties, Exclusive Remedy and Disclaimer/Warranty Disclaimer.
(a)        Licensor warrants, subject to Section 10(b), that the Software will substantially perform in accordance with the functionality described in the Documentation.
THE FOREGOING WARRANTIES DO NOT APPLY, AND LICENSOR STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS, THE ACCURACY OF ANY DATA COLLECTED, PROCESSED, OR TRANSMITTED BY THE SOFTWARE, AND ANY DECISIONS OR ACTIONS TAKEN BY OR ON BEHALF OF A LICENSEE BASED ON SUCH DATA.
(b)        The warranties set forth in Section 10(a) will not apply and will become null and void if Licensee breaches any provision of this EULA, or if Licensee, any Authorized User or any other Person provided access to the Software by Licensee or any Authorized User, whether or not in violation of this EULA:
(i)        installs or uses the Software on or in connection with any hardware or software not specified in the Documentation;
(ii)        modifies or damages the Software, or the media or hardware device on which it is provided, including abnormal physical or electrical stress; or
(iii)(b)  misuses the Software, including any use of the Software other than as specified in the Documentation, or misuses the media or hardware device on which the Software is provided.
(c)        EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN Section 10(a), 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, LICENSOR, 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, THE LICENSOR 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.
"
1481,"14.6. Audits. Upon notice, and subject to applicable Government security requirements, Licensor or its representatives may inspect Licensee’s and/or End/Users’ records, accounts and books relating to the use of the Product to ensure that the Product is being used in accordance with this License."
507,"“Hosting Infrastructure” means the server computers, data storage devices and media, communication equipment, and computer software including third party software (but not including the Software), used to provide the Hosting Service."
6481,"Obligations.  Recipient may use the Discloser’s Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement. Recipient agrees to take the same care with the Discloser’s Confidential Information as it does with its own information of a similar nature, but in no event with less than a reasonable degree of care. Recipient shall limit access to the Confidential Information to those persons having a need to know such information in order to exercise Recipient’s rights and obligations under this Agreement. Recipient may disclose Confidential Information: (i) insofar as disclosure is reasonably necessary to carry out and effectuate the terms of this Agreement; (ii) insofar as the Recipient is required by law, or legal proceedings to disclose such information provided that the Recipient provides the Discloser with prompt written notice of such requirement to enable the Discloser to seek a protective order; (iii) insofar as disclosure is necessary to be made to the Recipient’s independent accountants for tax or audit purposes; and (iv) insofar as the parties may mutually agree in writing upon language to be contained in one or more press releases. In addition, neither party will disclose to any third party the terms of this Agreement without the prior written consent of the other party."
3971,"COMPANY, INC."
5647,Installation Manual
3765,COMPANY may modify problem logs with respect to severity level according to the on-going diagnosis of the support analyst.
2516,"6.3 Exclusive Remedies. Ordering Activity must report in writing any breach of the warranties contained in Sections 6. to Company during the relevant warranty period, and Ordering Activity’s exclusive remedy and Company’s entire liability for any breach of such warranties shall be as set forth below:
A. Program Warranty. To use its commercially reasonable efforts to correct or provide a workaround for reproducible Program errors that cause a breach of this warranty, or if Company is unable to make the Program operate as warranted within a reasonable time considering the severity of the error and its impact on the Ordering Activity, Ordering Activity shall be entitled to return the Program to Company and recover the fees paid to Company for the Program license and any Services that directly relate to the Program license.
B. Media Warranty. The replacement of the defective media.
C. Anti-virus Warranty. The immediate replacement of all copies of the affected Programs in the possession of Ordering Activity with copies that do not contain such virus or disabling code. In addition, Company agrees to use commercially reasonable efforts to assist Ordering Activity in reducing the effects of such virus, if any, on the Programs.
D. The foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from Company’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
875,"1.              
Miscellaneous.
(a) This EULA shall be governed by, and construed and enforced in accordance with, the Federal laws of theUnited States.
(b) Excusable delays shall be governed by FAR 52.212-4(f).
(c)  All notices, consents, waivers and other communications required or permitted to be given pursuant to this EULA shall be in writing and shall be deemed to have been delivered (i) on the delivery date if personally delivered or if delivered
by confirmed facsimile or e-mail, or (ii) one (1) business day after deposited with any national overnight courier or express mail, receipt requested, or (iii) three (3) business days after deposit in the United States mail,
registered or certified mail, return receipt requested, with adequate postage affixed thereto, addressed to Licensor or Licensee at their respective addresses as set forth in this EULA, or to such other addresses as hereinafter
furnished by either Licensor or Licensee to the other party.  Licensor and Licensee shall retain evidence that any facsimile or e-mail notices were received by the other party.
(d)  Neither Licensee nor Licensor shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this EULA
without the other Party's prior written consent, which consent Licensor may give or withhold in its sole discretion. Any purported assignment, delegation or transfer in violation of this Section is void. This EULA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(d)    Neither Licensee nor Licensor shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this EULA
without the other Party's prior written consent, which consent Licensor may give or withhold in its sole discretion. Any purported assignment, delegation or transfer in violation of this Section is void. This EULA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(e) This EULA 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 EULA.
(f) This EULA and the Customer Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), if directly between Licensor and Licensee, constitute the sole and entire agreement of the parties 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. In the event of any inconsistency between the statements in the body of this EULA and the Customer Agreement, the statements in the body of this EULA shall control, except that a Government Purchase Order shall supersede the terms in this Agreement. This EULA 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 EULA, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this EULA 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."
6212,modify the Software to be non-infringing;
4822,Exceptions to Limitations. The limitations of liability in Section 12.2 (Exclusion of Certain Liability) do not apply to violations of a party’s intellectual property rights by the other party or indemnification obligations.
451,“Contractor” means any third party contracted by Ordering Activity to perform services on behalf of and for the benefit of Ordering Activity.
3724,"COMPANY is copyright © 2005-2016 of COMPANY Ltd. All rights reserved. COMPANY is a registered trademark of COMPANY Ltd in the US, Europe and other countries. COMPANY and the COMPANY logo are registered trademarks of COMPANY Ltd in the US, Europe and other countries. All other trademarks and service marks and shape marks are the property of their respective owners."
5750,j) Waiver of Jury Trial. Waivers of Jury Trials are subject to FAR 52.233-1 Disputes (JULY 2002). The Government will not agree to waive any right that it may have under Federal law. All clauses governing a waiver of jury trial in the Manufacturer Specific Terms are hereby superseded.
9122,"Within the Warranty Period, if You detect a defect in a Product’s physical media, You may return the defective media to Us and We will replace it free of charge."
2784,"8.6 Severability & Survival. If a court of competent jurisdiction declares any provision of this Agreement to be invalid, unlawful or unenforceable as drafted, the Parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law. The provisions of this Agreement that, by their nature, must survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement, shall so survive and continue to bind the Parties. Without limiting the generality of the foregoing, the Parties specifically acknowledge that the following provisions shall survive: 2 (Proprietary Rights), 3 (Term and Termination), 5 (Confidential Information), 7 (Limitation of Liability), 8 (General), 9 (Federal Government End Use Provisions, and 10 (Complete Understanding)."
7374,Software
2703,8. Reserved. 
3551,"Certain COMPANY Products contain functionality allowing for the “In-App” Purchase of Time-Limited Licenses to Extensions for such Products. In order to make such License purchases You will be required to create an account and include applicable personal and payment method information. By following the procedures within such Products for such in-app license purchases You agree to pay all fees associated with such purchases, which fees are"
9040,"We may update this Policy from time to time.  You can check the “LAST UPDATED” legend at the top of this page to see when this Policy was last updated.  Any changes will become effective when we post the updated Policy on our website.  Your use of the Services following these changes means that you accept the updated Policy.   If you have any questions about our Privacy Policy, you can always contact us at support@COMPANY.io."
82,"	TERMINATION. Termination of this Agreement shall be governed by the FAR, the terms and conditions of the AGENCY schedule contract and applicable Government Purchase Orders issued thereunder. Disputes under this Agreement shall be governed by the FAR, the terms and conditions of the AGENCY schedule contract and applicable Government Purchase Orders. During any dispute under the Disputes clause, the Contractor shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer."
377,"""Software"" means all or any portion of the computer software programs in object code form specified in Addendum A and including corrections updates, enhancements, patches or bug fixes thereto. Software does not include source code or any other materials."
1378,"12.8        Press Releases. Company may not use your name or logo in its marketing program including use on Company’s company website, marketing literature, or in press releases, without your prior written consent to the extent permitted by the General Services Acquisition Regulation (GSAR) 552.203-71..

"
4357,Data Storage. COMPANY stores Client Data on secure computers located in a physically secure and controlled data center environment. COMPANY employs technologies that are consistent with industry standards for firewalls and other security technologies to prevent COMPANY computers from being accessed by unauthorized persons.
358,"""Module"" shall mean the type of monitoring component purchased. Modules include, but are not limited to InterGuard Bundles, Employee Monitoring, Web Filtering, Data Loss Prevention, Laptop Recovery, etc."
8376,"This Agreement shall be governed and construed in accordance with the laws of the State of Maryland, without regard to any choice of law provisions.  The parties irrevocably consent to the personal jurisdiction and venue of the Circuit Court of Maryland for Montgomery County for resolution of any matter arising from or related to this Agreement.  The parties irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the lack of venue or personal jurisdiction of any such suit, action, or proceeding brought in any such court. "
73,"	shall ensure that all necessary consents, licenses and permissions are in place to enable the Company to perform the requested Services and provide any Deliverables (including without limitation any relevant third-party licenses for software, hardware and operating environment required to provide and support the Software and the Services and other materials). The Customer grants the Company a non-exclusive license to use and modify any of its or its licensors materials to the extent necessary to enable the Company to perform the Services and provide any Deliverables in accordance with this Agreement. To the extent that the Customer has not obtained the necessary consents, licenses and permissions the Customer shall notify the Company of any such consent or approvals required from the relevant third party and the Customer acknowledges that in these circumstances the provision of the Services and the Deliverables is conditional on the Company obtaining a license of such rights from the relevant licensor or licensors (at the Customer's expense, with the Company's prior consent) on such terms as will entitle the Company to modify the third party software or materials, or otherwise carry out the Services and deliver the Deliverables;"
6982,"Remedies: Pursuant to 28 U.S.C. § 1498, any provisions of the License Agreement providing for equitable remedies against the U.S. Government, including an injunction, in the event of a dispute concerning patent or copyright infringement are hereby deleted (subject to the third sentence of this Section 11). Any provisions  of  the  License  Agreement  which would preclude continued performance of the contract during resolution of any disputes are hereby deleted, including any provisions requiring the U.S. Government to agree that an injunction is appropriate in the event of a breach of the License Agreement (subject  to  the third sentence of this Section 11). Notwithstanding the foregoing, any License Agreement clause providing for equitable remedies against the U.S. Government, including an"
1333,"12. OWNERSHIP. COMPANY and its licensors have and retain all right, title and interest in the COMPANY, including without limitation the COMPANYSensor(s), Software, the PORTAL, the COMPANYPORTAL and any materials made available through the COMPANYPORTAL, and any modifications to or derivative works of any of the foregoing (including all intellectual property rights). Each copy of the Software, and use of the PORTAL, is licensed, not sold, notwithstanding any use of ""purchase,"" ""sale,"" or similar terms."
1570,"17. Contingencies: Excusable delays shall be governed by COMPANY shall not be in breach of this Agreement and any non-performance or delays in performance shall be forgiven when such non-performance or delays in performance are due to a force-majeure event or other circumstances beyond COMPANY’s reasonable control, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act or Act of God. If COMPANY is unable to wholly or partially provide Products because of any cause beyond its control, COMPANY may terminate this Agreement without any liability to Buyer or any third party, other than the refund of any amounts paid for the undelivered Products. "
312,",        USA        and                         whose        registered        office        is        at"
4747,"Equitable remedies. Equitable remedies are generally not awarded against the Government absent a statute providing therefore. In the absence of a direct citation to such a statute, all clauses in the Manufacturer Specific Terms referencing equitable remedies are superseded and not applicable to any AGENCY Customer order."
4283,"CUSTOMER RESPONSIBILITIES. (a) CUSTOMER’S ACCOUNT. CUSTOMER IS RESPONSIBLE FOR ALL ACTIVITIES CONDUCTED THROUGH CUSTOMER’S ACCOUNT, EVEN IF THESE ACTIVITIES OCCUR WITHOUT CUSTOMER’S PERMISSION. CUSTOMER AGREES TO NOTIFY COMPANY IMMEDIATELY AND IN WRITING OF ANY UNAUTHORIZED OR FRAUDULENT USE OF CUSTOMER’S ACCOUNT. COMPANY WILL NOT BE LIABLE FOR ANY PRODUCTGES RESULTING FROM THE UNAUTHORIZED OR FRAUDULENT USE OF CUSTOMER’S ACCOUNT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF ANY PASSWORDS, PINS OR OTHER CONFIDENTIAL INFORMATION REQUIRED TO ACCESS THE SERVICES. COMPANY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE CERTAIN ACCOUNT INFORMATION, INCLUDING CUSTOMER’S PIN OR PASSWORD, IF IT BELIEVES SUCH CHANGES ARE REASONABLY NECESSARY TO PREVENT FRAUDULENT USE OF CUSTOMER’S ACCOUNT OR TO ASSIST COMPANY IN PROVIDING OR UPGRADING THE SERVICES."
551,“Maintenance” means software maintenance and technical support as described below in this Attachment.
6023,"Limitation of Liability. Except with respect to a breach of each party’s confidentiality obligations as set forth in Section 9 or of COMPANY’s indemnification obligations under Section 10, and Client’s obligation to pay amounts due under this Agreement, neither party will be liable for consequential, incidental, indirect, punitive or special damages, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, and even if advised of the likelihood of such damages. In no event will either party's cumulative liability arising out of or related to this Agreement, regardless of the form of action that imposes liability, exceed, in the aggregate, (i) for Services, one year of Subscription Fees for the Services under the Order Form which are the subject of the claim, and (ii) for Professional Services, fees paid pursuant to the Statement of Work under the Order Form which was the subject of the claim. The foregoing limitation of liability shall not apply to (a) personal injury or death resulting from COMPANY’s negligence; or (b) for any other matter for which liability cannot be excluded by law. The parties acknowledge that nothing in this provision shall restrict Client’s statutory remedies in the event of fraud."
3331,"Attribution. The following notice, or such other proprietary rights notice as may be provided by COMPANY from time to time, shall remain or otherwise be included in all copies of the Software:"
4028,"Complete Agreement. This Agreement, together with the underlying AGENCY Schedule Contract, Schedule Pricelist  and Purchase Order(s) comprise  the  complete  and  exclusive  statement  of  the  agreement  between the parties  with respect  to your subscription to the Service and supersede any  prior  discussions  or  agreements, oral or  written,  between  the parties with respect to the Service."
3081,"All title and intellectual property rights in and to the Software, and any copies You are permitted to make herein, are owned by Company and/or its licensors and is protected by United States and other country patent, copyright, trade secret, and other laws and by international treaty provisions. Such licensors, in addition to any other rights or remedies available to them, are third party beneficiaries of this EULA for their respective software and may have the right to enforce such terms against You . This Software is licensed, not sold.  The purchase of a license to the Software is final, non-returnable and non-refundable .  Acceptance of the Software occurs upon shipment by Company or its licensors. No rights are granted to You other than a license to use the Software upon the terms expressly set forth in this EULA. The structure, sequence, organization and source code of the Software are valuable trade secrets of Company and/or its licensors. The export of the Software may be restricted by the export control laws of the United States of America and other countries. You agree to comply strictly with all such regulations and acknowledge that You have the responsibility to obtain licenses to export, re-export, or import Software. This EULA shall be governed by the Federal laws of  United StatesNew Jersey , USA, without regard to any provisions concerning the applicability of the laws of other jurisdictions. You agree that exclusive jurisdiction for any claim or dispute arising out of or in connection with this EULA resides in the courts of New Jersey and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. This EULA is the complete and exclusive statement of Your agreement with Company with respect to the subject matter hereof and supersedes all prior agreements. This EULA supersedes all terms and conditions contained in any purchase order, order acknowledgment form, invoice or other business form submitted by You . No advertisements, catalogues or other publications or statements, whether written or oral, regarding the performance of the Software licensed under this EULA shall form part of this EULA. If any provision of this EULA is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this EULA shall remain in full force and effect. "
936,"1. NOTICE.  We are willing to license the enclosed software to you only on the condition that you accept all of the terms contained in this license agreement. Please read this license agreement carefully before installing the software executing this Agreement . By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this agreement. If you do not agree to these terms, we are unwilling to license the software to you, and you should not open the disk or CD package or install the software. "
1485,"15.	LIMITATION ON AND EXCLUSION OF DAMAGES. Except for liability for death or personal injury caused by Company’s negligence or fraud, or other liability that cannot lawfully be excluded or restricted, you may recover from Company and its suppliers only direct damages up to the amount you paid for the software. You cannot recover lost profits, data loss, business damage, damages that are not reasonably foreseeable, or any other loss or damages including consequential, special, indirect or incidental damages.  THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733.  FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION)."
5184,GOVERNMENT END USERS
521,“Internal Purposes” means reporting of vulnerabilities related to applications located within Ordering Activity’s own systems.
6684,"PLEASE READ THE SOFTWARE LICENSE AGREEMENT (“AGREEMENT” OR “EULA”) CAREFULLY BEFORE USING THE Company (“SOFTWARE”). Company (“Company” OR “LICENSOR”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS AN INDIVIDUAL OR A LEGAL ENTITY (“LICENSEE” OR “YOU”), AND TO PROVIDE YOU WITH SUPPORT AND MAINTENANCE SERVICES (“SERVICES”), PROVIDED, AND ONLY ON THE CONDITION THAT, YOU ACCEPT AND AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ANY UPDATES OR SERVICES FOR THE SOFTWARE OR FOR THE SERVICES PROVIDED TO YOU BY Company, UNLESS OTHER TERMS SPECIFICALLY COVER THOSE ITEMS. "
5949,Licensee’s Promises to COMPANY:
8934,"Validation. If you do not agree to these terms, we are unwilling to license the software to you, and you should not open the disk or CD package or install the software. "
4495,"Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ADDENDUM, COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE."
1140,"1.7.  “Transaction”  means  the  individual  message/Notification  sent  and/or  received  to  and  from  Devices  such as  telephone,  email,  short  message  service  (SMS),  pagers,  fax,  etc."
1159,"10.          CHOICE OF LAW; FORUM.  The validity, construction, and interpretation of this License shall be solely and exclusively governed by and construed in accordance with the Federal laws of the  USA"
34,"	if neither causes of action under Section 12.7(a) or (b) are reasonably practicable or economical, the Company may terminate Customer’s right to use the Software and Deliverables, in whole or in part and refund to the Customer the proportion of the Charges paid by the Customer to the Company which reflects the loss of functionality suffered by the Customer as agreed between the parties or in the absence of agreement as determined by an independent consultant nominated by agreement of the parties (such consultant to act as expert not as arbitrator) and whose decision shall be final and binding on the parties less a prorated amount for the period of time Customer has used the Software or Deliverable."
4613,"Each party agrees that at all times during the term of this Agreement, and thereafter, it will hold in confidence, and will not, other than for purposes of this Agreement, use or disclose to any third party, the Confidential Information of the other party. The term “Confidential Information” means all non-public information that the disclosing party designates as being confidential, which the nature of the information or circumstances of disclosure makes reasonably clear should be treated as confidential, and, in any case, Software and the technology, trade secrets, and know how embodied in the COMPANY Solution and Software. At the earlier of the disclosing party’s first request or the expiration or termination of this Agreement for any reason, the receiving party shall return or (except where return is required hereunder) permanently destroy all Confidential Information of the disclosing party (including all copies, summaries, excerpts, extracts or"
4435,Delivery Date is defined in Section 11.1.
5988,LIMITATION OF LIABILITY
1294,"11.3        Insurance. You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon COMPANY's request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that COMPANY will be covered by your insurance policies in the event of a claim arising under or in relation to,
these Terms or any Offer. 
"
7271,Service credit shall be limited to a maximum of one (1) month of cloud service costs in a monthly reporting period.
4178,COPPA (Children Online Privacy Protection Act)
1203,"10. Termination.
 
10.1 Termination Generally.  When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be made as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, we shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.
 
10.2 Survival. Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice."
1821,21. GOVERNING LAW. This Agreement shall be governed by the Federal laws of the United States.
4720,"Entire Agreement. This Agreement, along with the underlying GSA Schedule 70 Contract, Schedule Pricelist, and Purchase Orders constitute the entire agreement between Company and Licensee and supersedes all prior understandings of Company and Licensee, including any prior representation, statement, condition, or warranty.
"
8541,"This License will be governed by the laws of the State of California, USA  without regard to its choice of law rules.  The provisions of the U.N. Convention for the International Sale of Goods will not apply.  Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar in meaning to the original as possible.  This License, together with the underlying GSA Schedule Contract, Schedule Pricelist and Purchase Order(s),  constitutes the entire agreement between the parties with regard to its subject matter.  No modification will be binding unless in writing and signed by the parties."
8164,"The Software or Service may not be used to store, backup, or distribute child pornography and may not be used in violation of U.S. export control laws or the export or import regulations of other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import as may be required."
6829,"Proprietary Material Defined. The term “Proprietary Material” shall mean the Licensed Software Programs, the Documentation, and all parts, copies and modifications thereof, and any other information relating"
4489,Disclaimer or Limitation of Liability and Remedies
492,"“End User” is defined as an “LICENSEE” as defined in AGENCY Order ADM 4800.2H, Eligibility to Use AGENCY Sources of Supply and Services and as may be modified from time to time."""
6247,"Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that either party shall be entitled to assign this Agreement to a successor entity in the event of a business combination or purchase of substantially all of that party’s stock or assets.     This Agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest."
2554,"7. Data Collection
You acknowledge and agree that Company may collect certain data and information as a result of your access or use of the Service.
All of Your Data will be deleted immediately upon termination.
You shall have the option, prior to data ingestion, to configure the Company Service to forward a copy of all of Your log data (standard Company format – not configurable) to an CLOUD PROVIDER bucket, hereinafter referred to as “Data Forwarding”. The Data Forwarding feature writes off a copy of the ingested log data every few minutes to the CLOUD PROVIDER bucket. This feature will not work retroactively and must be configured prior to data ingestion. If You choose, to utilize this “Data Forwarding” feature, You may do so, provided that 1) You purchase and maintain an CLOUD PROVIDER Bucket; and 2) You provide the credentials to the S3 bucket to the Company Service, prior to the ingestion of Your log data."
1960,"3.1.        Limited Warranty. Subject to Section 3.2, Company warrants to Customer  Activity only that the hardware or software in the Products will perform in substantial accordance with the corresponding Product documentation for the limited warranty period set forth on the Company Warranty and Support Policy, . "
3417,"Bug Fixing and Remote Diagnostics. Company uses commercially reasonable efforts to provide work-around solutions or patches to reported problems with Products. With Customer’s prior authorization, Company may perform remote diagnostics to work on reported problems. In the event Customer declines remote diagnostics, Company and Customer may agree to on-site Technical Support which is subject to an additional fee and reasonable travel and expenses, for which the customer is responsible.
"
1011,1.1.5.        “End User” means the licensee of the COMPANY® Software who is granted for its sole internal operational purposes only.
6769,PRODUCT achieves scalability through the use of multiple Sensor instances. PRODUCT Sensor is capable of processing an ever- growing number of protocols and detecting malicious behavior as efficiently as possible.
5634,Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
4168,contractor’s negligence; (2) for fraud; (3) for express remedies under law or the contract; or (4) for any other matter for which liability cannot be excluded by law.
3142,ANY DERIVATIVE SOFTWARE. The foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from the Vendor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
934,"1. Licensed Use Rights and Limits. Company is licensed to you on an annual subscription basis for installation and permitted use by you for your internal business purposes on equipment you own or control located in the United States (your “System”). Your permitted use of Company is subject to the limits of the subscription you selected when ordering Company in terms of the duration of your subscription set forth in the ordering document (the “Term”) as well as the number of “Actions” per day (the 24 hour period measured using Coordinated Universal Time “UTC”) executed by Company on your System based on the “Playbooks” you have selected for use, as these terms are used in the Company product documentation. If you agree with all the terms and conditions of this agreement and execute it in writing, then you may install and use Company on your System up to the maximum number of permitted daily Actions. You may not share a license you acquire with a third party, nor may you install or use Company on equipment that you do not own or control. 
(a) Reserved.
(b) Reserved.
(c) Full Enterprise Version; Support. If you acquire a license for the “Full Enterprise” version of Company, you will receive a license key which will enable your installation of Company to operate with full functionality during the Term up to the maximum number of daily Actions applicable to the subscription you ordered. You will also be entitled during the Term to limited customer support in the English language made available through our website including support forums, product documentation, tutorials, community pages, and product updates if and when available. If your license to the Full Enterprise Version expires and is not renewed, your license will then convert to that of a limited functionality Community Edition and you will no longer be eligible for customer support."
3583,"Client Data. Client retains all rights, including intellectual property rights in and to the Client Data. COMPANY will treat the Client Data as Confidential Information of Client and use the Client Data solely for the performance of the Hosting Service."
9152,"You acknowledge that the Product and certain other materials are confidential as provided herein. COMPANY Parties’ Confidential Information includes any and all information related to the services and/or business of COMPANY Parties that is treated as confidential or secret by COMPANY Parties (that is, it is the subject of efforts by COMPANY Parties, as applicable, that are reasonable under the circumstances to maintain its secrecy), including, without limitation:"
730,"(A)        At the end of each License Term, the License Term for the Services may be renewed under this Agreement with mutual written consent.Reserved."
713,"(2)         License Agreement.  All software, including Application software, is provided subject to the license agreement provided with the software, either pre-loading on the system or as part of the software package.  Ordering activity  agrees that it will be bound  by the license agreement."
5631,"Infringement Indemnity. COMPANY agrees to defend any claim made against you which asserts that the Software infringes a patent, copyright or registered trademark of a third party in the United States, Canada or the European Union and will indemnify you from actual damages, reasonable costs and expenses (including reasonable legal fees) finally awarded against you by a court of a competent jurisdiction or agreed to in settlement, provided that: (a) you give COMPANY prompt notice of the claim and appropriate consultation; (b) COMPANY will have the right to intervene in the proceedings at its own expense, through counsel of its choosing; and (c) you provide reasonable assistance to COMPANY, at COMPANY’s expense. COMPANY will have no obligations to you if the infringement claim is based on or relates to: (a) your continuing use of  a version of the  Software which is no  longer commercially released by COMPANY, if COMPANY makes available a newer version of the Software that would avoid or reduce the infringement claim; (b) use or combination of the Software with third party products not provided by COMPANY if such use or combination results in the infringement claim; or (c) use of the Software which is in breach of this Agreement or use which is not in accordance with the User Documentation. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28"
6833,"PROPRIETARY RIGHTS INDEMNITY. Subject to the limitations set forth below, COMPANY shall indemnify defend and hold harmless Customer with respect to any losses, third-party claim, suit or proceeding (each, a “Claim”) brought against COMPANY, the Customer or any Permitted User to the extent it is based upon a claim that the Software as used in accordance with this Agreement by Customer infringes upon any U.S. patent, trademark, copyright or trade secret of any third party; provided, however, that Customer (i) promptly notifies COMPANY in writing of such Claim; (ii)"
118,"	to the extent consistent with FAR 22.103 and in accordance with the AGENCY Schedule Contract and AGENCY Schedule Pricelist, the Company shall be entitled to charge an overtime rate of:"
3564,"Changes to Work and Delays. Subject to AGENCYR Clause 552.238-81, Modifications (Federal Supply Schedule) (April 2014) (Alternate I – JUN 2016) and (Alternate II – JUN 2016), and 52.212-4(f) Excusable Delays (JUN 2010) regarding which the AGENCYR and the FAR provisions take precedence."
6394,"nothing in this agreement grants to either Party the right to make commitments of any kind for, or on behalf of, the other Party."
8222,The warranties in this Section shall not apply to Restricted Release(s).
3362,"B. Company “Platinum” Bundle (includes the terms and conditions for the Company “Silver” and “Gold” Bundle as well as the additional terms below):
 
1. Company Help@Work for iOS is a custom SDK designed to allow Customer to develop the Help@Work for iOS app, which will allow the Customer’s help-desk administrator to remotely view the screen of a managed iOS device, while working with the individual device-holder on troubleshooting workflows.
2. Authorized Developer. Customer represents and warrants that it has a valid Apple iOS Developer Program Enterprise License Agreement and hereby appoints Company as an Authorized Developer under such agreement solely in connection with Company’s provision of Help@Work for iOS to Customer.
3. Help@Work for iOS Display Finder. If Customer at its option chooses to download the Help@Work for iOS Display Finder component, Customer will be required to accept the accompanying Apple end-user software license agreement (EULA), which solely governs the Apple software included therewith.
4. ServiceConnect Integrations.  (a) “ServiceConnect Integrations” are software modules provided by Company that integrate Company Core or Company Cloud with separate third party products and/or services not licensed or distributed by Company (e.g. ServiceNow or Splunk). In order to be licensed to use a ServiceConnect Integration, Customer is required to obtain a license to the relevant third party product or service, directly or indirectly, from the third party (“Underlying Third Party”). (b) Customer may not use any part of any ServiceConnect Integrations, including third party code, in a manner not related to the Company Core or Company Cloud product. (c) Customer agrees that the Underlying Third Party does not in any way warrant the accuracy, reliability, completeness, usefulness, non-infringement, or quality of any ServiceConnect Integration and that the Underlying Third Party shall not be liable or responsible in any way for any losses or damage of any kind, including lost profits or other indirect or consequential damages, relating to Customer’s use of or reliance upon any ServiceConnect Integration. (d) Company disclaims all warranties and indemnities in connection with the ServiceConnect Integrations and the third party product or services on which the ServiceConnect Integrations run. The Underlying Third Party makes no warranties or indemnities and disclaims all obligations and other liabilities with respect to any ServiceConnect Integration. (e) The Underlying Third Party may, at any time and for any reason, discontinue its product or service, or discontinue or disrupt interoperation with the ServiceConnect Integration. Company shall have no liability for any such discontinuance or disruption.
 
"
2167,"4.1.1 To repair any defect arising from reasonable wear and tear, accident, abuse, misuse, wilful damage, negligence, abnormal working conditions, or failure to follow COMPANY’s instructions relating to the use of the Product (whether oral or in writing); or,"
9107,"Wherever used in this EULA, “you”, “your”, “Ordering Activity”, and similar terms mean the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this EULA."
3132,"Any and all other information which is disclosed by COMPANY Ltd to You orally, electronically, visually, or in a document or other tangible form which is either identified as or should be reasonably understood to be confidential and/or proprietary; and,"
1171,"10.  INDEMNIFICATION.
a. Reserved
b. Customer. This is an obligation in advance of an appropriation that violates anti-deficiency laws (31 USC 1341 and 41 USC 6301), since the Government customer commits to pay an unknown amount at an unknown future time
c. Company will indemnify and defend Customer, and its affiliates and their employees, directors, agents, representatives and clients (“Customer Indemnified Parties”) from any actual or threatened third party claim finally settled in a court of competent jurisdiction to the extent directly arising out of (1) infringement of intellectual property or privacy rights based on Customer’s authorized use of the Software in accordance with this Agreement; tor (2) Company’s material breach of, this Agreement, or its gross negligence or willful misconduct if: (a) the applicable Customer Indemnified Party gives Company prompt written notice of the claim; (b) the applicable Customer Indemnified Party provides assistance in connection with the defense and settlement of the claim as Company may reasonably request; and (c) the applicable Customer Indemnified Party reasonably complies with any settlement or court order made in connection with the claim. Company will indemnify each of the Customer Indemnified Parties against (i) all damages, costs, and attorneys’ fees finally awarded against any of them in any proceeding under this Section; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Company’s consent after Company has accepted defense of such claim); and, (iii) if any proceeding arising under this Section is settled,  Company  will pay any amounts to any third party agreed to by Company in settlement of any such claims. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516."
2219,"4.3.       Where we validly terminate this Agreement for your breach or you terminate this Agreement prior to the expiry of all Subscription Periods, the Licensor may retain any prepaid Fees but will otherwise be regarded as discharged from its obligations. Such termination is without prejudice to any Fees you may owe us at the time of termination. 

"
5030,Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).
3224,"APPLICATION PORTAL LICENSE
A Application Portal refers to a single logical instance of Application with a unique URL address, dedicated database instance, security layer, and portal configuration. A single Application Portal may be supported by either a single web application server or a cluster of web application servers in a load-balanced/high-availability configuration. In the latter case, the Application server software will be installed on each of the web application servers (see Note below). A Portal License is required to operate a single Application Portal in either case."
135,"

Support and Maintenance Plan 

☐ Silver   ☐ Gold   ☐ Platinum

Initial Support and Maintenance Term (if applicable)

☐ One (1) Year   ☐ Three (3) Years   ☐ Other - ____  Years
If the license to the Licensed Software is purchased for less than a perpetual term, the Initial Term for Support and Maintenance Services must be equal to the term of the license to the Licensed Software.
"
6397,"Nothing in this Section precludes a party from seeking specific enforcement, injunctive relief or other equitable remedy.  "
2207,"4.2.	In  the event of a material breach of this Agreement, the non-breaching Party may notify the other Party in writing of the material breach and the breaching Party will have thirty (30) days to affect a cure to such material breach. If the breaching Party does not affect such a cure to the material breach within the aforementioned thirty (30) days, the non-breaching Party may terminate this Agreement immediately without further notice to the breaching Party."
3133,Any and all rights not expressly granted herein are reserved by COMPANY.
9104,"WHEREAS, the AGENCY (“AGENCY”) has requested certain modifications to the Agreement; and"
764,"(c) Disassemble, decompile or unlock, reverse translate, reverse engineer, or in any manner decode the Software or documentation or any part thereof for any reason;"
4574,"During the term of this Agreement and for a period of seven (7) years after its expiration or termination for any  reason, the Receiving Party shall not disclose, directly or indirectly, any of the Disclosing Party’s Confidential Information to any third party except: (a) in accordance with any applicable judicial or other governmental order, provided the Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure in order to enable the Disclosing Party to seek a protective order, and provided further that if the Disclosing Party is unsuccessful, the Receiving Party will disclose such information only to the minimum extent required by law; and (b) to the Receiving Party’s and its Affiliates’ officers, directors and employees on a need- to-know basis solely for the pursuit of the transactions contemplated hereby, provided that (i) the Receiving Party has informed such persons of the confidential nature of and obligations and restrictions with respect to such Confidential Information; (ii) such persons are obligated to maintain the confidentiality of such Confidential Information under obligations that are at least as restrictive as the obligations of this Agreement; and (iii) the Receiving Party shall be liable to the Disclosing Party under this Agreement for any breach by any such person of the provisions of any non-disclosure agreement to which he/she is a party."
4025,"Compensation for damages: Licensee and End User acknowledge that any actual or threatened breach of this License would likely cause Licensor irreparable harm that could not be fully remedied by monetary damages. Licensee shall indemnify and hold harmless the Licensor for and against any damage, loss, liability, expense, or other claims, including costs and fees for defending such claims, that Licensor may incur as a result of, related to or in connection with Licensee’s or End User’s failure to comply with any applicable law, regulation or order. In addition, Licensor will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction, without proof of actual damage, as may be necessary to prevent such breach. "
4279,"Customer Reference   
You agree (i) that COMPANY may identify you as a recipient of services and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by COMPANY on COMPANY.com for promotional purposes.  
"
7137,"Restrictions. LICENSEE shall not (and will not allow any third party to): (i) reverse engineer, reverse compile, reverse assemble, translate or otherwise attempt to discover any source code or underlying ideas or algorithms of the Software; (ii) provide, lend, disclose, or otherwise allow others to use the Product Solution for the benefit of any third party, except as expressly and specifically authorized in a signed writing by COMPANY on a case-by-case basis, (iii) sell, lease, or otherwise make available to third parties any Product Solution, (iv) transfer any Software from the Product Solution to any other hardware, (v) remove, alter or deface any copyright or other proprietary notices, labels or marks from the Product Solution, (vi) distribute any copy of any Software to any third party, including without limitation selling the Product Solution in a secondhand market, (vii) use Software outside the Licensed Field, (viii) use any Update or Upgrade beyond those to which LICENSEE is entitled or with any Software to which LICENSEE does not have a valid, current license, (ix) circumvent or disable COMPANY’s protection mechanisms or license management mechanisms; (x) use the Product Solution in violation  of any applicable law, regulation, or directive, or to support any illegal activity; (xi) conduct any benchmarking or comparative study or analysis involving the Software (“Benchmarking”) for any reason or purpose except, to the limited extent absolutely necessary, to determine the suitability of the Software to interoperate with LICENSEE’s internal networks; (xii) disclose to any third party any Benchmarking or any other information related thereto; (xiii) use the Product Solution or any Benchmarking in connection with the development of products that compete with the Product Solution; (xiv) reproduce, alter or modify the Product Solution or Software, or (xv) hack, crack, phish, SQL inject or otherwise compromise the security or integrity of the Product Solution or Software,"
6459,"Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. Vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
2358,"5.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS, LOST SAVINGS, CURRENCY CONVERSION LOSSES, OR LOSS OF OTHER ECONOMIC ADVANTAGE) ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR COMPANY'S PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION THE SOFTWARE OR ANY INTERRUPTION OF USE OF THE SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  

IF YOU HAVE PURCHASED A LICENSE, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PROCEEDING THE EVENTS FIRST GIVING RISE TO A CLAIM."
2534,"7.          MAINTENANCE.  Customer is responsible for installing Updates (as defined below) of the Software Product on a regular basis upon release of such Updates, updating all non-Company software used in conjunction with the Software Product, and regularly upgrading any hardware and memory on the system in which Customer uses the Software Product.  The term “Updates” as used herein means modifications to the Software Product which contain corrections of errors and minor functionality enhancements, or which add bug fixes or patches to the Software Product."
6862,provide procedures for the proper disposal of Client Data.
7815,"The applicable terms and conditions in this Schedule 2 shall apply in addition to the terms in the main body of the MSA. For clarity, all cross-references to Sections of the MSA shall be referred to as “Sections” and all cross-references to provisions of the Terms of Services shall be referred to as “Paragraphs.”"
1781,"2.5 m or 1.5 m resolution, as the case may be, covering some parts of the world."
757,"(b) TO ENSURE TIMELY INSTALLATION OF SERVICES. Customer agrees to obtain and provide all necessary facility space and power, access to the facility, Customer Equipment and software, third party vendor services, and sufficient personnel for an acceptance testing process (collectively with Section 13 (a) “Customer Responsibilities”) on a timely basis to allow COMPANY to timely complete the installation of Customer’s requested Services by the installation date. If Customer fails to comply with or provide any of the Customer Responsibilities in a timely manner, which results in a delay of the service installation date, Customer will be charged for the Services beginning on the original Billing Commencement Date. Additional Customer Responsibilities may be required from Customer as set forth in the attached Exhibits and Attachments."
3654,"COMPANY agrees to use its best efforts to deliver the software and hardware ordered by Customer on the Delivery Date specified below; provided, however, that Customer acknowledges that COMPANY will be procuring hardware from third parties and that COMPANY shall have no liability hereunder for any late delivery related to delays by any third party. COMPANY'S delivery and installation obligations described herein shall be extended to the extent that any delays are caused by Customer failing to fulfill its obligations set forth herein. COMPANY shall notify Customer promptly of any anticipated delays as soon as COMPANY becomes aware of the same.  COMPANY shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
6901,"Purchases of Software Subscription for Software Maintenance Program. Customer agrees to purchase a software subscription as described and defined in Exhibit A to purchase scheduled version releases, help desk support, enhancements and new features of the Licensed Software Programs. These costs are included in any annual Software as a Service fees."
7433,"Solely with respect to Third Party Software, and as Company ’s sole liability and Customer’s exclusive remedy, Company will defend, indemnify and hold harmless Customer from and against any and all third party claims alleging that the Third Party Software provided by Company  in conjunction with the Software under the Agreement infringes the intellectual property rights of such third party; provided, that Customer:  (i) is promptly notifies Company  of the claim in writing; (ii) cooperates with Company  in the defense of the claim; and (iii) grants Company  sole control of the defense and settlement of the claim.  Company  will have no obligations to defend, indemnify or hold Customer harmless pursuant to this Section 8(c) if the infringement claim is caused by (i) Customer’s misuse or modification of the Third Party Software or the Company  Software and without such misuse or modification the infringement would not have occurred; (ii) Customer’s failure to implement updates or enhancements provided to Customer by Company  within a reasonable period of time; and/or (iii) Customer’s use of the Software including any Third Party Software in combination with any product not owned or developed by Company  and without such non-authorized combination the infringement would not have occurred.  "
6253,"NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF THE OTHER ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE CONTRACT PRICETOTAL AMOUNT OF FEES PAID OR PAYABLE UNDER THIS AGREEMENT IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD .  "
9017,"Warranty. (a) COMPANY warrants that product manufactured or services rendered by COMPANY will be free from defects in material or workmanship for a standard one year after delivery to Buyer. Product defects caused by misuse, mishandling, abuse, neglect, willful physical damage, vandalism, or placement in contraindicated conditions or environments are excluded from this warranty. If notified of the defect within the warranty period, COMPANY will repair or replace at its option defective product or service. Buyer must obtain authorization from COMPANY prior to returning product to COMPANY. Product returned to COMPANY without authorization will not be accepted. (b) Product not manufactured by COMPANY is covered only by the manufacturers warranty accompanying product delivered."
6216,"Monitoring Usage. You acknowledge and agree that COMPANY may, from time to time, collect and use technical data and related account activity information, including but not limited to technical information about your use of the Software (for example: session length, device type, operating system) that is gathered periodically to facilitate the provision of updates, Technical Support and other services to you related to the Software. COMPANY may use this information to improve its products and Technical Support or to provide services to you. Such information does not include Customer Data (as defined below) and is de- identified, aggregated or anonymized data used by COMPANY internally. The foregoing shall not in any way limit COMPANY’s obligations under Section 16 (Confidentiality) of this Agreement. “Customer Data” means any data, information or other material (proprietary, copyrighted or otherwise) which is uploaded, entered, created or otherwise provided by you in  the course  ofusing the Software, including, but not limited to, any third party data obtained by  you.  The Software  and  all Customer Data remains on your premises. You retain ownership and control of, and are solely responsible for  lawfully obtaining, all  data, information or other material (proprietary, copyrighted or otherwise) used in connection with the Software, for the accuracy, quality, integrity, completeness, legality, reliability, appropriateness  and intellectual property ownership of or right  to use all such data. You represent and warrant that you  are in compliance  with  and  will  comply with  all  applicable  privacy and data  protection laws and regulations with respect to any such data used in connection with  the Software and  your use of the Software. You will indemnify, defend and hold COMPANY harmless from any claims, losses and causes of action arising out of or related to your breach of this section."
6286,"No Illegal, Harmful, or Offensive Use or Content"
7569,"Support Term
The initial term during which Company shall provide Support shall commence on shipment of the Solution and shall continue for the period specified in the Order. Company The initial term is referred to as the “Support Term”."
6395,"Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power)."
3009,"Affiliated Companies. The term ""Affiliated Companies"" shall mean any and all companies or other forms of business entities which are wholly owned or controlled by LICENSEE."
5074,"g. Company recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.
h. When the end user is an instrumentality of the U.S. Government, neither this Rider, the Manufacturer’s Specific Terms nor the Schedule Price List shall be deemed “confidential information” notwithstanding marking to that effect.
i. This Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them. A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs.
"
4521,"Dispute Resolution, Law & Jurisdiction"
8399,"This Agreement will be governed by the Federal laws of United States. This Agreement, together with the underlying AGENCY Schedule Contract, Schedule Pricelist, Purchase Order(s) (and any associated order form or other agreements referenced herein) constitutes the entire agreement between you and COMPANY with respect to the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions between you and COMPANY applicable to the subject matter of this Agreement. In the event of a conflict between a Purchase Order and this Agreement, the Purchase Order prevails. This Agreement creates no third party beneficiary rights."
845,[Reserved]
2205,"4.2 Third Party Software. Use of some third-party materials (including open source materials) included in the Software or upon which the Software is dependent is subject to terms and conditions found in a separate agreement or “Read Me” file located in or near such materials (where the material is included with the Software), as well as posted on the Software’s about page. You acknowledge such separate written agreements terms and conditions; (c) and that Your breach of such terms and conditions shall also be deemed a breach of this Agreement."
8907,USE OF UPGRADES IS LIMITED TO COMPANY EQUIPMENT FOR WHICH ORDERING ACTVITIY IS THE ORIGINAL END USER PURCHASER OR LEASEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED
6018,"LIMITATION OF LIABILITY. COMPANY WILL HAVE NO LIABILITY OR OBLIGATION FOR ANY PRODUCTGES OR REMEDIES, INCLUDING, WITHOUT LIMITATION, THE COST OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, LOST REVENUES OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, PUNITIVE OR CONSEQUENTIAL PRODUCTGES, ARISING OUT OF THIS LICENSE OR THE USE OR INABILITY TO USE THE SOFTWARE. IN NO EVENT WILL COMPANY'S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER LEGAL THEORY) WITH REGARD TO THE SOFTWARE AND/OR THIS LICENSE EXCEED THE LICENSE FEE PAID BY YOU TO COMPANY. FURTHER, COMPANY WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS LICENSE AS A RESULT OF ANY CAUSES OR CONDITIONS BEYOND COMPANY'S REASONABLE CONTROL. The foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from COMPANY’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
390,"""Use or Using"" means to access/open, install, download, copy, or otherwise benefit from the Software or the Documentation. “You” means the U.S. Government end use customer (licensee), under AGENCY Schedule contracts"
1253,"11. FEES. Ordering activity are responsible for paying COMPANY from which Ordering activity obtained the COMPANY (""Reseller"") the fees specified in the Purchase Order Documentation (""Fees"") for the right to use the COMPANY in the Initial Term and any Renewal Term(s) (as defined below).  Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. COMPANYshall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
2484,"6.1        Third-Party Providers. “Third-Party Providers” are third parties (other than Company) that offer products or services related to the Services. For example, Third Party Providers might (1) offer complementary products for integrated use with the Services; (2) provide integrations with other products and services; (3) provide assistance with evaluating, deploying, customizing, integrating, acquiring and/or supporting the Services (such as resellers, implementers and integrators). Company makes no representation, warranty or promise regarding Third-Party Providers or the products or services they may offer, whether or not such products or services are presented within the Services or on the Site. Company includes such items and information only as a convenience and without implying any endorsement of the Third-Party Provider. You should review applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Third-Party Provider.  You do not agree to be bound by any third party terms without reviewing them and agreeing to them in writing."
7878,the Customer shall immediately notify the Company if a Claim is made against the Customer and agrees to grant the Company exclusive control of all litigation and negotiations in connection with such Claim;
3988,"COMPANY, Inc.:"
2827,"9. Entire Agreement - This Agreement, together with the underlying GSA Schedule Contract and Schedule Pricelist, and any Company  order agreement that you may have used to order COMPANYconstitute the entire agreement of the parties as to the subject matter thereof, and supersedes any and all prior oral and written understandings and agreements as to that subject matter. Company Company"
1638,"2. “Device” means any physical or virtual device for which any function is performed by the Software (including but not limited to delivering, installing, updating, migrating or repairing any computer program or data file; or monitoring, tracking, or reporting on the status, history, or security vulnerabilities of any software or hardware components or software licenses on or used by the device). For the purpose of certification as set forth in the Agreement, the number of Devices includes the highest number of Devices that were in place at any point during the previous year. A “Device” may have also been referred to in legacy license models as “Desktop” or “Endpoint Device”."
6592,"Ownership. All right, title, and interest, including without limitation all intellectual  property rights, in  and to the COMPANY Solution are the sole and exclusive property of COMPANY and its licensors. Customer shall not remove, and shall reproduce on any permitted copies, all proprietary, copyright, trademark and trade secret notices contained in or placed upon the COMPANY Solution. Customer will take reasonable precautions (including the precautions used for Customer's own confidential information) to prevent the unauthorized use or disclosure of the COMPANY Solution, the Documentation, or the results of any performance or benchmark tests of the COMPANY Solution. Customer will not allow the Software or any performance or benchmark test results to be made available to any third party (except for Customer’s third party personnel with a need to know) unless COMPANY approves that disclosure."
8814,"Under the terms and conditions of this End User License Agreement (EULA), COMPANY grants to the END USER a non-exclusive, non-transferable license to use PRODUCT data and any derived products."
2302,"5. Licensee may modify the Licensed Software except altering or removing any details of ownership, copyright, trademark or other property right connected with the Licensed Software."
2021,"3.4 Survival. Upon any termination of this Agreement, Sections 1.3, 1.4, 2.1, 2.2, 2.3, 3.4, 4.1, 4.2, 5.2, 5.3, 5.4, 6.2, 6.3, and all provisions under Sections 7 and 8, shall survive such termination and Customer’s rights under Section 1 shall immediately cease. In the event of any termination hereunder, Customer shall not be entitled to any refund of any payments made by Customer."
5338,"If Licensee wishes to reinstate lapsed Support and Maintenance for a perpetual license, Licensee may do so only within ninety (90) days from expiration of the Support and Maintenance term by paying COMPANY an amount equal to (i) the then-applicable annual Support and Maintenance fee plus (ii) one-hundred fifty percent (150%) of the fees that would have been due had Licensee remained enrolled during the lapsed period. "
4800,"EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 10.1, THERE ARE NO WARRANTIES WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT."
6966,"Regulations and end-user, end-use, and country destination restrictions issued by the United States and other governments."
4528,"Disputes. Any dispute between COMPANY and Client in connection with this Agreement will be resolved in accordance with FAR 52.233-1 (Disputes (May 2014)), and/or any other dispute resolution provision contained in this Agreement."
843,[Reserved]
9059,"Websites accessed, and the type of website accessed."
4619,Each Party hereby covenants and warrants that it is not aware of any potential or actual conflict of interest or other legal or contractual obligation that would in any way interfere with its ability to perform and uphold its obligations under this agreement.
6892,"Publicity. Notwithstanding Section 8 above, Licensor may state on its Web site, and may state in Licensor’s sales and investment oriented presentations, the fact that Licensee is a customer of Licensor for Software Platform and may utilize Licensee's trademark on Licensor’s Website. "
6476,Object Code. The License Software Programs shall be provided to Customer in Object Code only.
4359,"Data Transfers. COMPANY uses HTTPS standards to protect data integrity during transfers. In addition, COMPANY will maintain the following security measures:"
8642,to alter or modify the PRODUCT to produce VAPs and/or DERIVATIVE WORKS;
1067,"1.2.2 Singular includes Plural
Unless the context requires otherwise, the singular includes the plural and vice versa."
1608,"2          Customer may terminate this Agreement upon thirty (30) days written notice to Company. Company may terminate this Agreement immediately upon written notice to Customer in the event of any material breach of this Agreement by Customer and/or its Agents, including without limitation, any breach of Section 2.1 and/or failure to pay any Fees or other amounts when due hereunder.  Recourse against the United States for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable.  The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer."
1124,"1.6 “Solution Document(s)” means, unless otherwise defined, the documentation, descriptions, user manuals and release notes associated with the Company Solutions."
926,"1. Grant of License. ApplicationLimited Edition is a functionally limited version of the Applicationsoftware and is intended specifically for use with third party client management software. Subject to all of the terms and conditions of this Agreement, underlying GSA Schedule Contract and the applicable Order Confirmation COMPANY grants Ordering Activity a limited, internal use, non-exclusive, non-transferable license to use ApplicationLimited Edition solely for Ordering Activity’s Internal Purposes at Ordering Activity’s site(s) only. COMPANY grants Ordering Activity the right to install and use ApplicationLimited Edition. For the purposes of this Section, ApplicationLimited Edition shall also include any Documentation of ApplicationLimited Edition provided to Ordering Activity under this Agreement."
5476,"In no event shall Company be liable for any loss, death, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of Company products. Company warrants that the SOFTWARE will, for a period of ninety (90) days from the date of your receipt, perform substantially in accordance with SOFTWARE written materials accompanying it. Except as just stated, Tto the fullest extent legally permitted, Company EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPLICIT WARRANTY OF FITNESS  for a particular usage, the particular nature and circumstances of said usage being unforeseen and unforeseeable to Company."
6824,"proper handling and processing of notices sent to Customer (or any of Customer’s Affiliates) by any person claiming that Customer Content violates such person’s rights, including notices pursuant to the U.S. Company Copyright Act or similar laws of other countries."
6975,Release from Restrictions. The obligations of Recipient specified in Section 4(b) shall not apply with respect to any
7954,"The following sentence is added to the end of Section 7, Intellectual Property Rights, of the Agreement:"
3873,"COMPANY Software or Software means the specific object code version or release of the COMPANY software program(s) that are licensed to Customer herein, together with all Updates provided to Customer by COMPANY in accordance with this Agreement and customization work, if any. Software does not include the source code."
1285,"11.1 Evaluation Software. This Section 11.1 only applies to Licensed Software designated by Company  as “Evaluation Software.” Subject to Section 2, Company  grants to Customer a non-transferable, non-exclusive limited license to use the Evaluation Software for its internal evaluation purposes only. The term of this license is for a period of thirty (30) days following delivery of the Evaluation Software (“Evaluation Period”). Company  may extend the Evaluation Period in writing at its discretion. Unless otherwise agreed in writing by Company , Customer agrees to use the Evaluation Software in a non-production environment. Customer bears the sole risk of using the Evaluation Software. Company  provides the Evaluation Software to Customer “AS-IS” and gives no representation, warranty, indemnity, guarantee or condition of any kind. To the maximum extent permitted by law, Company 's total aggregate liability and that of its third party licensors and partners is expressly limited to five hundred dollars ($500) for any and all damages regardless of the nature of the claim or theory of liability. Because the Evaluation Software is provided “AS-IS,” Company  may not provide Services for it. This Section 11.1 supersedes any other inconsistent term in the Agreement for purposes of the Evaluation Software."
954,1.0 DEFINITIONS. Capitalized terms shall have the meanings set forth below. Capitalized terms not defined in this Addendum shall have the meaning set forth in the Master Agreement.
2701,8. Reserved.
5100,General Description of COMPANY’s Information Security Program.
997,"1.1.2 “Ordering Activity”, means the entity which purchases the Product."
6548,"Other License Restrictions. Licensee shall keep and use the Software only within the Country.  Except as expressly permitted in this Agreement, Licensee shall not, directly or indirectly (through any other party), during the Term or thereafter, engage or permit any other person or party to copy, reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of, or create Derivative Works from, the Software.  “Derivative Works” means every translation, portation, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment or other form in which an existing work may be recast, transformed or adapted.  “Derivative Works” includes derivative technology and any materials derived from existing trade secret material, including materials protected by copyright, patent and/or trade secret, and all documentation and software of Company and its vendors.  If at any time, licensee or anyone else makes any modification to the Software, whether authorized or unauthorized, such modification shall be considered Derivative Works and owned by Company or its applicable third party vendor.
"
1398,"13. Buyer agrees that unless prior authorization is obtained from the U.S. Department of Commerce, neither Buyer nor its subsidiaries shall export, re-export, or release, directly or indirectly, any technology, software, or software source code (as defined in Part 772 of the Export Administration Regulations of the U.S. Department of Commerce (""EAR"")), received from COMPANY, or export, re-export, or release, directly or indirectly, any direct product of such technology, software, or software source code (as defined in Part 734 of the EAR), to any destination or country to which the export, re-export or release of the technology, software, software source code, or product is prohibited by the EAR. Buyer shall furnish the assurances provided herein to COMPANYin compliance with Part 740 (Technology and Software Under Restriction) of the EAR."
191,"
THE COMPANY PRODUCTS ARE FOR PERSONAL/NON-COMMERCIAL USE ONLY. IF YOU WISH TO LICENSE AND SUBSCRIBE TO COMPANY PRODUCTS AND SERVICES FOR COMMERCIAL OR BUSINESS PURPOSES, PLEASE REFER TO THE OTHER Company PRODUCTS FOUND AT http://www.Application .com/business/compare.html.
"
8619,"Time-limited Beta versions of Product may be provided to You, at no cost, at Your own risk, without warranty of any kind, “AS IS” and subject to the “General Confidentiality” provision described in this EULA (see Article 19 “General Confidentiality”), as well as the clear understanding that You are obliged to provide truthful, accurate and complete feedback on the Beta version of the Product, with no expectation of remuneration, and You agree to waive any claims for royalties or any other forms of remuneration, with COMPANY Ltd on any use made by COMPANY Ltd of the feedback provided, in whatever form."
6796,"Products or Services provided by Company to Customer  may  contain  Third  Party Materials subject to various other terms and conditions imposed by the licensors of such Third Party Materials. As applicable, Customer’s use of Third Party Materials is subject to and governed by the third party licenses covering such Third Party Materials if Customer executes such a document in writing with the third party. 
"
8629,Title:		 Date: 	_
1188,"10. Modifications to Features and Functionality. Customer acknowledges and agrees that Company has the right to modify the features and functionality of the Services and the Site from time to time without prior notice to Customer, including the right to discontinue any feature or functionality. Without limiting the foregoing, Company has the right to discontinue any features of the Services or the Site that rely on third-party tools and/or applications (including APIs, content delivery networks and computational tools) in the event that such tools and/or applications are no longer available to Company or are no longer available on terms that Company deems to be commercially reasonable. Company will not modify or discontinue features or functionality in a manner that, in its sole, good faith judgment, substantially diminishes the Services for which Customer has a paid subscription without making an appropriate adjustment to the fees Customer is paying for the Services during the period of time that Company deems such Services to be substantially diminished. Customer acknowledges that the preceding sentence does not apply to temporary unavailability of features or functionality as a result of site maintenance, outages, bugs, the circumstances specified in Section 13.10 below, or otherwise."
3092,alter or remove any copyright notice or proprietary legend contained in or on the PRODUCT;
1903,"3. Intellectual Property.
3.1 License for Deliverables. Subject to the terms and conditions of this EULA, and solely for your internal business purposes, we grant to you a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use and display the Deliverables as set out in in the applicable Order Form."
4128,Consequences of Termination. If this Agreement terminates in accordance with the Contract Disputes Act:
8722,to use the PRODUCT for its own internal needs;
7808,"The Anti-Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval. Procedures for securing such approval are set forth in FAR 42.1204."
7511,Subsection 15.2 of the Agreement is modified in its entirety to read as follows:
1789,"2.6 Other License Types.
 
(a) NFR Version. We may designate the Software or Services as “trial”, “evaluation”, “not for resale”, or other similar designation (“NFR Version”). You may install and use the NFR Version only during the period and only for the purposes that we have stated when we provide the NFR Version. You must not use any materials you produce with the NFR Version for anything other than non-commercial purposes.
 
(b) Pre-release Version. We may designate the Software or Services as a pre-release or beta version (“Pre-release Version”). Pre-release Version does not represent the final product and may contain bugs that may cause system or other failure and data loss. We may choose not to commercially release the Pre-release Version. You must promptly cease using the Pre-release Version and destroy all copies of Pre-release Version if we request you to do so, or if we release a commercial version of the Pre-release Version. Any separate agreement we enter into with you governing the Pre-release Version will supersede the provisions on Pre-Release Version set out in this section.
 
(c) Education Version. If we designate the Software or Service as for use by educational users(“Educational Version”). You may install and use Educational Version only in the country where you are qualified as an educational user. If you reside in the European Economic Area, then the word “country” in the sentence preceding this one means the European Economic Area"
770,"(d)        Controlling Law.  This Agreement shall be governed by and construed in accordance with the laws of Hillsborough County, Florida, without regard to its conflict of law principles.  If either party employs legal counsel to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees in addition to any award, relief or remedy to which that party may be entitled. 

"
6789,"PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, ‘COMPANY’, PRODUCT, PRODUCT"
1092,"1.3 Upon request, Company may agree to provide integration and other professional services related to the Services (“Professional Services”). The applicable terms (including fees) relating to such services shall be as set forth on the applicable Schedule. For clarity, all modifications, enhancements, software, code, inventions, discoveries, and other technology and materials (and all related intellectual property rights) created, developed or reduced to practice by or on behalf of Company in the course of providing such services shall be owned by Company, and Ordering Activity hereby makes all assignments necessary to accomplish the foregoing."
2773,"8.5        If the Licensed Materials are being acquired by or on behalf of any unit or agency of the United States Government, the following provision shall apply:  If the Licensed Materials are supplied to the Department of Defense, it shall be classified as “Commercial Computer Software” and the United States Government is acquiring only “restricted rights” in the Licensed Materials as defined in DFARS 227-7202-1(a) and 227.7202-3(a), or their equivalent .  If the Licensed Materials are supplied to any other unit or agency of the United States Government, rights will be defined in Clause 52.227-19  or 52.227-14 of the FAR, or if acquired by NASA, Clause 18-52.227-86(d) of the NASA Supplement to the FAR, or its equivalent.  If the Software was acquired under a contract subject to the October 1988 Rights in Technical Data and Computer Software regulations, use, duplication and disclosure by the Government is subject to the restrictions set forth in DFARS 252 227.7013(c)(1)(ii) 1988, or its equivalent.  
"
603,"“Reseller” means a third party reseller of the Product Solution, authorized by COMPANY, from which LICENSEE licenses or purchases the Product Solution, subject to the terms of this End User License Agreement (EULA)."
8913,"Use the Licensed Materials, solely for the design, simulation, implementation and manufacture of Licensed User Products, subject to all of Permitted Uses and the user number, geographic and other restrictions set forth in this EULA as they apply to the types of license(s) You have purchased from COMPANY."
8966,Waiver of Jury Trial. Waivers of Jury Trials are subject to FAR 52.233-1 Disputes (JULY 2002). The Government will not agree to waive any right that it may have under federal law. All clauses governing a waiver of jury trial in the Manufacturer Specific Terms are hereby superseded.
5057,"furnished or authorized by COMPANY; or (b) any content or data provided by the Customer, End Users, or third parties."
356,"""Licensed Materials"" means collectively the Software, the User Documentation and the Documentation."
5453,"In addition, the PRODUCT and the satellite imagery data contained therein are protected by articles L 341-1 to 343-7 of the French Code of Intellectual Property Law as amended by the statute of 1 July 1998, relative to database copyright and to similar statutes in European countries that have incorporated EU Directive n° 96/9 of 11 March 1996 on database copyright into their laws."
2634,"7.3.        Company reserves the right to delete your Free Projects from Company servers if you have not used Pro Tools | First, Pro Tools Software or Pro Tools | HD to access your Free Projects online for 90 consecutive days or, in the case of Pro Tools Software and Pro Tools | HD, you do not have a current and valid Pro Tools support or upgrade plan.  Company will attempt to send an email to the address designated in yourCompany account prior to such deletion."
8535,"This License shall be effective until terminated. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Company shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer. Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice.  Furthermore, if You fail to comply with any terms and conditions of this License, if Your Company’s applicable agreement with Company expires or is terminated, or if You or Your Company fail to timely pay applicable License fees, then this License and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by Company. Upon the termination of this License, You shall cease all use of the Platform and uninstall Your access to the Platform.  Company may, without notice to You, disable the Platform.  Company will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of terminating this License in accordance with its terms, and termination of this License will be without prejudice to any other right or remedy Company may have, now or in the future.  These obligations survive termination of this License."
5813,"License Grant. Subject to the terms and conditions of this License, COMPANY grants to you a personal, non-exclusive, non-transferable, and limited license to use the Software solely to create, compile, test and deploy, in source or object code form, your own application programs (""Works""). You may create redistributable applications based on your unique development work using the Software and you may sublicense to end users of such Works (""End Users"") the personal, non-exclusive, non-transferable right to install and execute the files, and/or libraries that are necessary to use the Works created using the Software. Use of such files and/or libraries by such End Users is limited to runtime purposes only. You may not provide any End User with access to the development or interactive capabilities of the Software libraries or technology, nor may you expose the base programming language as a scripting language within the Works to any such End User. When you pay the license fee established by COMPANY, you will receive a license key (the ""License Key"") from COMPANY that authorizes you to use the Software only in the following specific contexts:"
8508,This Help Desk Policy is for informational purposes only. Neither this policy nor Customer’s use of the COMPANY Help Desk shall create nor be deemed to create any legal obligations for either party.
658,“Supported Version” means the most current supported version of the Software identified on COMPANY’s website. “Trademarks” means the trademarks registered or applied for by COMPANY and/or its affiliated and parent company(ies).
6567,"Our Incident Management team receives LICENSEE Issues by phone, email, or through our online Customer Portal as described in the How to Get Help section of this document. They will gather the relevant details in order to ensure they have a good understanding of the Issue."
2050,3.6.3 The Ordering Activity or Product users shall provide appropriate assistance to COMPANY Support Centre in diagnosing issues with the Product and with resolving those issues.
1161,"10.        Applicable Laws and Exclusive Jurisdiction
The validity, performance and construction of this contract shall be governed by the Federal laws of theUnited States.  The provisions of the United Nations Convention on Contracts for the International Sale of Goods are hereby excluded and shall not apply to this Agreement.  "
7782,TERMS AND CONDITIONS
5121,"General Terms.  Company is a software manufacturer and subcontractor to various prime contractors.  Pursuant to purchase orders authorized by GSA or other governmental authorities, Company grants the prime contractors limited, non-exclusive licenses for the sole purpose of transferring such licenses to GSA or such other governmental authorities on a non-exclusive, non-sub-sublicensable, non-transferable, basis and as described in each purchase order.
The purchase order includes such license to deploy and use Company’s Software, as identified in the purchase order, on either a perpetual or subscription basis and either a Concurrent User or Named User basis, all as noted in the purchase order and as described herein, for up to the maximum number of Concurrent Users or Named Users as stated in the purchase order, and only by the Ordering Activity identified in the purchase order (sometimes referred to herein as the “licensee” and/or “end user group”).
Company will provide the applicable warranties, support and training services described herein directly to the licensee end user group, including remote deployment assistance for the Software and Company’s related user manuals and other applicable documentation.  
"
3826,"Company shall be obligated to provide Support only with respect to the current major release and the immediately preceding major release of the Software. A major release is signified by a change to the number to the left of the version’s first decimal point (e.g., from 1.x to 2.x)."
8074,"The Product is licensed for United States Patent No US 6,584,569."
6101,LOSS ARISING FROM ANY DELAY TO THE CUSTOMER’S PROJECT(S) INCLUDING ANY INCREASED COSTS;
4796,"Except as otherwise set forth in the Order Form and associated Purchase Order, the Subscription Term shall automatically renew in additional one-year increments, unless either party gives the other written notice of non-renewal at least 90 days prior to the end of the relevant Subscription Term.  All fees will be due annually in advance 30 days prior to the applicable anniversary date, and any pricing or Subscription User changes for such renewal term will be reflected on such Identity Automation invoice.  
"
1891,"3. COPYRIGHT. All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and ""applets,"" incorporated into the SOFTWARE), any accompanying printed materials, and any copies of the SOFTWARE, are owned by COMPANY or its licensors or suppliers. You may not copy any printed materials accompanying the SOFTWARE. All rights not specifically granted under this EULA are reserved by COMPANY or its licensors or suppliers."
918,"1. Definitions:
1.1. “Licensee” means the “ordering activity” authorized to order under GSA Schedule contracts as defined in GSA Order OGP 4800.2I as may be amended from time to time. Licensee may not distribute, transfer or otherwise make available the Product to any individual for legal entity or other type of organization which is not included in this definition, without the prior express written consent of Licensor, except as expressly provided in this License."
575,“Person Record Ceiling” means the total number of person records allowable under the Licensed Software Program as stated in Exhibit A. Inactive person records shall not count against the Person Record Ceiling.
4538,"do not accept the agreement” BUTTON DURING THE INSTALLATION, IN WHICH CASE YOU WILL NOT AND MAY NOT RECEIVE, INSTALL OR USE THE PRODUCT. This clause (d) does not apply to You if You are a U.S. Government customer purchasing Product under AGENCY Schedule contracts or similar government frameworks for whom FAR 1.601(a), and FAR 43.102 apply."
2493,"6.1.  Term.  The  term  of  this  Agreement  will  commence  on  the  Effective  Date, and shall continue in effect unless terminated in accordance with the FAR, the underlying GSA Schedule Contract and any applicable ordering activity purchase order."
7143,Return of the price paid (if any) for the Product; or
2741,"8.2 Amendments, modifications and alterations to this Agreement shall be made in writing signed by both parties."
8063,"The present Agreement will authorize the client to utilize the number of copies of the SOFTWARE that have been specified on the purchase order. The SOFTWARE is deemed ""utilized"" from the moment it is either stored in the temporary memory of the computer (read-write memory or RAM) or installed in the permanent memory of that computer (hard drive, optical disk or any other archiving/storage system). Furthermore, an installation on the server network for the sole purpose of an internal distribution to the network does not constitute a ""utilization"" requiring a separate license provided that the client is the authorized officer of the distinct license for which the SOFTWARE is distributed."
4736,"Entire Liability. THE FOREGOING STATES THE ENTIRE LIABILITY OF COMPANY WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT."
3034,"Agreement. Additionally, except as authorized below, each Party agrees to maintain in confidence and not disclose any Confidential Information acquired directly or indirectly from the other Party. “Confidential Information” shall include, but is not limited to, matters of a technical, financial, commercial, business, or other proprietary nature. The results of any performance, penetration and/or benchmark tests of the COMPANY Solution shall be the Confidential Information of COMPANY. Confidential Information does not include any information which (a) is or becomes publicly known other than through a breach of this Agreement by the receiving party; or"
8571,THIS PROPOSAL IS A TRADE SECRET & CONFIDENTIAL INFORMATION OF COMPANY.
4442,Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
6129,Maintenance of availability schedules Maintenance of working hours Maintenance of holiday plans Maintenance of time zones
6201,"Modification, Waiver, and Remedies. No modification, alteration, amendment or addition shall be effective unless made in writing, dated and signed by a duly authorized representative of each Party. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. Each party’s rights and  remedies are in addition to any other rights and remedies provided by law. No choice of any remedy shall constitute an election of remedies."
8867,"Upon receipt of an order for PRODUCTS, COMPANY shall send to the CLIENT a proposal describing the appropriate satellite programming conditions. The CLIENT shall confirm in writing his acceptance or refusal of this proposal within the deadlines indicated. The acceptance of COMPANY’ proposal shall imply the express adherence by the CLIENT to these Conditions, and shall irrevocably bind him to purchase all the PRODUCTS obtained in compliance with the accepted proposal."
5649,"Installation services. The terms in this Section apply only to the extent these services are included in this Agreement or an Order. Provided Customer has complied with any specifications that COMPANY may provide to Customer and the other terms of this Agreement, COMPANY will install the Software and Hardware. COMPANY will contact Customer to review Customer’s installation. COMPANY may assign a project coordinator who will serve as a single point of contact during this process. Customer is obligated to pay the amount that has been billed for products and services delivered or provided to date regardless of the stage of Customer’s implementation."
4840,Excusable delays shall be governed by FAR 52.212-4(f);
1880,"3.  Order of Precedence/Conflict.  To the extent there is a conflict between the terms of this Rider and the terms of the underlying Schedule Contract or a conflict between the terms of this Rider and the terms of an applicable GSA Customer Purchase Order, the terms of the GSA Schedule Contract or any specific, negotiated terms on the GSA Customer Purchase Order shall control over the terms of this Rider.  Any capitalized terms used herein but not defined, shall have the meaning assigned to them in the underlying Schedule Contract.  "
1679,"2. Ownership. COMPANY owns and will retain ownership of all right, title, and interest in and to the Software, including but not limited to all copyrights, trademarks, trade secrets, and patents in the Software. The Software is protected by the copyright laws of the United States and international copyright treaties.
Right, title and interest in and to the content accessed through the Software will be retained by the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives neither party rights to such content.
Licensee shall retain ownership of all rights whatsoever in Licensee’s Products, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and intellectual property, including but not limited to, source code, programming code, and software license."
5824,"License Term. Unless agreed otherwise, the License Term for the Licensed Software shall commence on the Date of Installation (Effective Date) and shall continue for a period of one (1) year after the Date of Installation. The Licensee acknowledges and agrees that upon expiration or termination of the  License Term for any reason (except termination for cause by Licensor), Licensee may either (i) renew this Agreement for an additional term by paying the required license fee for such additional term, or (ii) have the right, for an additional one-time period of sixty (60) days, to continue to use a read-only version of the License  Software solely for the limited purpose of viewing, backing up and exporting data and images previously input using the Licensed Software, at the end of which Licensee’s right to use the Licensed Software for any purpose shall terminate. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR ALL BACKUP AND PROTECTION OF ANY DATA AND INFORMATION THAT MAY BE LOST THROUGH SUCH AUTOMATIC CESSATION OF THE LICENSED SOFTWARE OR OTHERWISE FOLLOWING SUCH EXPIRATION OR TERMINATION."
1555,"16.6.        Nothing in this Agreement is intended to, or shall be construed to constitute COMPANY and Licensee as partners or joint venturers; it being intended that the relationship between COMPANY and Licensee shall at all times be that of an independent contractor."
4923,Fees
1860,"3 When a customer submits a problem report through the Client Portal at clients.COMPANY.com, the acknowledgement will generally be under five minutes. When possible, a solution or a workaround will also be provided."
1426,13.12 This Agreement and the Addenda may be executed in multiple counterparts all of which taken together shall constitute one single agreement between the Parties. The signatories to this Agreement or any Addendum represent that they are duly authorized to sign this Agreement on behalf of their respective companies.
3343,AUTHORITY TO SIGN. The COMPANY representative signing any agreement or other document has the authority to sign and bind COMPANY.
7613,"System Requirements are subject to change.  Current System Requirements can be found on our website:  ww.company.com

"
2033,"3.5.        Third-Party Licenses. THE LICENSE RIGHTS GRANTED IN THIS EULA ARE TO THE LICENSED MATERIALS DEVELOPED SOLELY BY OR FOR COMPANY. YOU UNDERSTAND AND AGREE THAT THE LICENSED MATERIALS MAY CONTAIN COMPUTER SOFTWARE AND INTELLECTUAL PROPERTY BELONGING TO THIRD PARTIES, AND THAT THE LICENSE TO SUCH THIRD- PARTY COMPUTER SOFTWARE AND INTELLECTUAL PROPERTY EXTENDS ONLY TO THEIR USE FOR DEVELOPMENT PURPOSES. YOU UNDERSTAND AND AGREE THAT IT IS YOUR SOLE OBLIGATION AND RESPONSIBILITY, AND IN NO EVENT COMPANY’S OBLIGATION OR RESPONSIBILITY, TO DETERMINE WHAT, IF ANY, THIRD-PARTY LICENSES YOU MUST OBTAIN IN CONNECTION WITH SUCH THIRD-PARTY COMPUTER SOFTWARE OR INTELLECTUAL PROPERTY IN THE EVENT YOU DESIRE TO DISTRIBUTE COMMERCIAL PRODUCTS THAT INCORPORATE OR ARE BASED UPON SUCH THIRD-PARTY COMPUTER SOFTWARE AND/OR INTELLECTUAL PROPERTY. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD COMPANY, AND COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, RESELLERS AND DISTRIBUTORS COMPLETELY HARMLESS FROM ANY AND ALL LIABILITY, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND EXPERTS’ FEES, ASSOCIATED IN ANY MANNER WITH YOUR FAILURE TO OBTAIN OR PROPERLY MAINTAIN ANY SUCH REQUIRED THIRD-PARTY LICENSES."
2508,"6.2.        COMPANY warrants that it and the Solution shall comply, at COMPANY’s expense, with all federal and state statutes, regulations, rules and orders, including without limitation Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which apply to it and the Solution."
8475,"THIS END USER SERVICE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU  (THE “CUSTOMER” “You” or “Ordering Activity”) AND COMPANY, INC. (“COMPANY”) AND GOVERNS THE USE OF THE COMPANY SERVICES. IF CUSTOMER REGISTERS FOR A FREE TRIAL VERSION OF THE COMPANY SERVICES, THIS AGREEMENT WILL ALSO GOVERN SUCH FREE TRIAL. BY BOTH PARTIES EXECUTING THIS AGREEMENT IN WRITINGCLICKING THE “I AGREE”  BUTTON INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”, “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE COMPANY SERVICES."
8689,"To submit an issue through the Client Portal, the Key Contact will log into the Client Portal User Center and complete the request form with all relevant information about the issue. Upon submission, COMPANY will generate a support request."
6530,"Ordering activity  :
Primary  Contact  for  the  Ordering Activity:
Address:                                                                                                                                                                                                        
Office  Phone:
Cell  Phone:
Email:
24/7  Emergency  Account  Phone  #:
Billing  Contact  Name:
Billing  Contact  Phone:
Lead  System  Administrator  Name:
Lead  System  Administrator  Phone:
Ordering activity:
Primary  Contact  for  the  Ordering activity:
Address:
Office  Phone:
Cell  Phone:
Email:
24/7  Emergency  Account  Phone  #:
Billing  Contact  Name:
Billing  Contact  Phone:
Lead  System  Administrator  Name:
Lead  System  Administrator  Phone:"
3254,"As a condition for receiving Services under this Agreement, Licensee agrees to:"
4333,"D. Company Professional Services – Additional Terms
If you purchase Company Professional Services, the following Additional Terms apply to your access to and use of such Services in addition to the Terms Applicable to All Services."
3698,COMPANY for PRODUCT 6 and 7 satellites imagery data.
5501,"In order to receive Maintenance and Support, Customer agrees, subject to Government security requirements to provide COMPANY with full and timely access to the COMPANY Appliance at reasonable times, including COMPANY paid shipping the Appliance to COMPANY, if requested. On-site assistance will be provided to resolve a problem if COMPANY reasonably determines that such on-site assistance is required to resolve a problem after the above stated efforts have failed to resolve the problem remotely. In the event that Licensee consents to such on-site assistance to resolve such problem, Licensee shall reimburse COMPANY for all travel and living expenses associated with the provision of such on-site assistance in accordance with applicable Federal travel regulations. In the event that Licensee declines to receive on-site assistance, or denies COMPANY any reasonably required remote access to the COMPANY Software or COMPANY Appliance, COMPANY shall be deemed to have fulfilled its support obligations under the Agreement with respect to such COMPANY Software or COMPANY Appliance."
4887,"Export. Licensee is only being granted the right to use the Licensed Software and Documentation at permitted Sites. Licensee shall not export or re-export, directly or indi- rectly (including via remote access), any Products (including Licensed Software), Documentation, COMPANY Confidential Information, or any other information or materials provided to Licensee under this Agreement, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export, without first obtaining such license or ap- proval. It is Licensee’s responsibility to comply with the lat- est applicable export regulations."
4332,d. “Deliverables” shall mean the work product of any Professional Services performed under a Statement of Work to this Agreement.
2998,Administrative configuration
5509,"In the case of multi-site configuration of a single Application Portal, the second, third, etc., instance of the same Application Portal will also require a separate Portal License purchase."
236," 	applicable jurisdiction, including but not limited to the United States Export Administration	"
8321,"This Agreement is a legal agreement between you , the Ordering Activity under GSA Schedule contracts (“You” or “Ordering Activity”)the customer, and Company (“Company”), as defined below, regarding the license, installation and subscription to use Company's  Software and/or the Public Cloud (hereinafter to each of, and collectively to, the “Company Products and Services”). In this Agreement, “you” and “your” refer to the Ordering Activity under GSA Schedule contracts you, the customer, and your agents, and “we”, “us” and “our” refer collectively to Company."
7478,"Subject to Sections 6 and 7.1.3, COMPANY will indemnify and defend LICENSEE and its Affiliates and any officer, director or employee thereof from and against any third party claim that LICENSEE’s use or distribution of the Program or Documentation in accordance with this Agreement infringes a valid United States patent or copyright, and pay the amount of any judgment against LICENSEE awarded by a court of competent jurisdiction or the amount of any settlement paid to a third party, if COMPANY determines that a settlement is in its best interest; and any related costs and expenses, including reasonable attorneys’ fees, incurred by LICENSEE which are related to such claim or action."
2542,"7.        LIMITATION OF LIABILITY.  EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL AT&T, ITS COLLABORATORS, SUPPLIERS OR LICENSORS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM AND ANY THIRD PARTY CONTENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Company’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (i) THE INITIAL PURCHASE PRICE PAID BY YOU FOR THE PLATFORM, (ii) THE AGGREGATE AMOUNT YOU PAID TO Company FOR THE PLATFORM DURING THE ONE MONTH PRECEDING THE DATE THAT THE CLAIM ARISES, OR (iii) TWO DOLLARS ($2.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733.  FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION). THIS SECTION SHALL SURVIVE TERMINATION OF THIS LICENSE."
4566,"During initial setup of Application and the assignment of Active status and the License Type to each user, the ""License Checked Out"" status may indicate ""false"" to a user who has been assigned both Active status and a specific license type. If this is the case, the user has been assigned a license but it has not been checked out from the license server yet and only upon login by the user, will the ""License Checked Out"" status change from ""false"" to ""true"". When the user logs out, the ""License Checked Out"" status will remain ""true"", indicating a license remains checked out and allocated to that user. The license will only be released if the user is made Inactive or the Application server is shut down."
8660,"to install the PRODUCT on as many individual computers as needed in its premises, including internal computer network (with the express exclusion of the Internet, except as provided under paragraph (g) below) for the Permitted Uses specified in this Article 2.1;"
373,"""Software Assurance"" means the delivery of Updates to the Software, including minor and major versions, for purposes of correcting errors, improving performance, modifying the user experience, or to increase functionality by enhancement of existing features or by addition of new features and includes Technical Support."
7239,Security
2287,"5. Application. Ordering Activity may have rights to use the following Application programs embedded within the Software solely in conjunction with the Software: Applicaiton 1,Application 2, Application 3, and Application 4."
3547,Case Management Database: Clients may create and view case history related to their past requests. Cases viewed in this manner will include all of a Client’s cases in the database.
919,"1. Definitions:
1.1. “Licensee” meansthe “ordering activity” authorized to order under GSA Schedule contracts as defined in GSA Order OGP 4800.2I as may be amended from time to time. Licensee may not distribute, transfer or otherwise make available the Product to any individual for legal entity or other type of organization which is not included in this definition, without the prior express written consent of Licensor, except as expressly provided in this License. Licensee may only use the Product internally.
1.2. “End User” means any individual or legal entity or a different type of organization that is part, is employed by or belongs to a Licensee, including foreign nationals assigned or detailed to the Federal Civilian Government. Private individuals and legal entities or other types of organizations are expressly excluded from this License, except as expressly provided herein.
1.3. “Value Added Product” means unique products developed and produced by the Licensee that contain imagery data from the Product, as long as it purports a significant modification of the original Product, through manipulation techniques and/or addition of other data.
1.4. “Derivative Works” means any derivative product or information developed by the Licensee from the Product which does not contain any imagery data from the Product and is irreversible and uncoupled from the source imagery data of the Product."
5640,"install and maintain a working, tuned network firewall to protect Client Data;"
1754,"2.3 Time of Performance. Subject to Section 10.4 of the Terms Applicable to All Services, we shall use commercially reasonable efforts to provide the Professional Services and deliver the Deliverables, if any, according to the schedule set forth in the applicable Order Form. Notwithstanding the foregoing, we may, in our sole discretion, alter the schedule for the Professional Services or extend the delivery date for any Deliverables by giving reasonable notice to you; provided further that we shall use commercially reasonable efforts to minimize further delays."
4070,Confidential Information shall mean as specified in the MNDA.
1385,13.          ASSIGNMENT.  Customer and Company may not assign all or part of this License without Companythe other party’s prior written consent.
2688,"8. Indemnification.
a. Company Company Reserved.
b. Solely with respect to the Company  Software, and as Company ’s sole liability and Ordering Activity’s exclusive remedy, Company  will defend, indemnify and hold harmless Ordering Activity from and against any and all third party claims alleging that the Software provided by Company  under the Agreement infringes the intellectual property rights of such third party; provided, that Ordering Activity: (i) promptly notifies Company  of the claim in writing; (ii) cooperates with Company  in the defense of the claim; and (iii) grants Company  control of the defense and settlement of the claim. Company  will have no obligations to defend, indemnify or hold Ordering Activity harmless pursuant to this Section 8(b) if the infringement claim is caused by (i) Ordering Activity’s misuse or modification of the Software and without such misuse or modification the infringement would not have occurred; (ii) Ordering Activity’s failure to implement updates or enhancements provided to Ordering Activity by Company  within a reasonable period of time; and/or (iii) Ordering Activity’s use of the Software in combination with any product not owned or developed by Company  and without such non-authorized combination the infringement would not have occurred. If the Software is, or in Company ’s opinion, likely to be held to be infringing, Company  may, at its expense and sole option, either: (x) procure the right for Ordering Activity to continue using it; (y) modify the Software to make it non-infringing, provided the modifications do not materially change the functionality of the Software; or (z) replace the Software with a non-infringing product with materially similar functionality. If Company  determines, it is sole discretion, that x-z are not commercially feasible, Ordering Activity shall return the Software and Company  will refund Ordering Activity a pro-rated amount of pre-paid fees for such Software (calculated based on a percentage of time remaining in the Initial Term or the Renewal Term then in effect).
c. Solely with respect to Third Party Software, and as Company ’s sole liability and Ordering Activity’s exclusive remedy, Company  will defend, indemnify and hold harmless Ordering Activity from and against any and all third party claims alleging that the Third Party Software provided by Company  in conjunction with the Software under the Agreement infringes the intellectual property rights of such third party; provided, that Ordering Activity: (i) is promptly notifies Company  of the claim in writing; (ii) cooperates with Company  in the defense of the claim; and (iii) grants Company  sole control of the defense and settlement of the claim. Company  will have no obligations to defend, indemnify or hold Ordering Activity harmless pursuant to this Section 8(c) if the infringement claim is caused by (i) Ordering Activity’s misuse or modification of the Third Party Software or the Company  Software and without such misuse or modification the infringement would not have occurred; (ii) Ordering Activity’s failure to implement updates or enhancements provided to Ordering Activity by Company  within a reasonable period of time; and/or (iii) Ordering Activity’s use of the Software including any Third Party Software in combination with any product not owned or developed by Company  and without such non-authorized combination the infringement would not have occurred.
d. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516."
6898,"purchase should You decide that You are not in need of such Extensions for the period you originally purchased them. In the event that You wish to extend the time period for any such Time-Limited Licenses You must make an additional In-App Purchase of the same prior to the expiration date of Your then-current License. In the event that You fail to do so, any such Time-Limited Licenses to Extensions shall terminate and such Extensions shall be unavailable to You unless You later re-purchase such Licenses. COMPANY will maintain any personally identifying information provided by You as part of any In-App Purchase in keeping with its Privacy Policy posted on the or websites. In addition to In-App Purchases, Licenses to Extensions may be purchased by You at such websites."
6747,PRIORITY LEVELS
4471,"DISCLAIMER OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE FOR A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE PRODUCTGES, INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS, PRODUCTGED HARDWARE OR EQUIPMENT, AND CLAIMS BY ANY THIRD PARTIES, OR FOR EXEMPLARY PRODUCTGES, ARISING FROM, RELATING TO, OR RESULTING FROM THIS AGREMEENT, LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY SUPPORT SERVICES RENDERED WITH RESPECT THERETO, HOWEVER ARISING, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH PRODUCTGES, B) PRODUCTGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY COMPANY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND COMPANY’S LEGAL CONTROL, AND/OR C) CLAIMS MADE SUBJECT OF A LEGAL PROCEEDING AGCOMPANYT COMPANY MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE."
2190,"4.1.7 To repair damage, malfunction or degradation of performance resulting from any use of the Product in any manner, or in any environment, not meeting with operating specification set forth in the Product Materials; or,"
3781,"Company or the Ordering Activity may initiate change requests. The  Project  Lead  of  the  party  initiating  a change shall submit each change request to the other party’s Project Lead, and then both Project Leads shall review such request for validation. Upon the initiation of a change request, both parties must agree within twenty-four (24) hours of the receipt of the Change Request Form by the non-initiating party whether or not to continue performance of the Services or to stop all Services being performed until a mutually agreed upon Change Request Form has been signed by both parties."
5564,Incident Support
8920,"Use the Service in connection with a service bureau, commercial time-sharing or other configuration whereby any third party may use the Software, except as set forth in a separate written agreement with COMPANY;"
7645,"Taxes. To the extent applicable, sales, use, excise, value-added, service, consumption, and other similar taxes shall be an additional obligation of the Licensee to be collected by Licensor in addition to the amounts payable to Licensor under this Agreement. Licensor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
7620,"System Stability 

Routine System Monitoring. COMPANY utilizes monitoring tools to monitor software (applications, operating system, databases, etc.) and hardware (routers, switches, servers, etc.) performance and integrity. These tools are configured to send prioritized alerts to designated engineers in case of any downtime or failure of any infrastructure or application. The COMPANY System Administrator and/or Technical Manager also regularly monitor the COMPANY data center for Preventative Maintenance issues, such as the availability of updates, patches, and/or other changes to the operating system of the Hosted Software.

Routine System Reporting. COMPANY’ monitoring tools provide COMPANY and Licensees with weekly reports of Licensee’s system usage including Service Levels, response times, and CPU, memory, disk, and bandwidth utilizations.

Redundancy, Backups, and Disaster Recovery. 

Power Redundancy. COMPANY utilizes battery backups and a natural gas powered generator to provide a continuous power supply to COMPANY’ data center in case of power outages. COMPANY’ electronic building entry system is also powered by a backup generator for continuous security.

Redundant Cloud Infrastructure. COMPANY utilizes multiple Internet Service Providers (“ISP”), switches, and servers to provide for automatic fallover with minimum downtime in case of any interruptions to COMPANY’ cloud-based Hosted Software.

Backup and Recovery. COMPANY utilizes mirrored databases to avoid any catastrophic data loss caused by hardware failures. COMPANY performs, and stores locally, daily incremental and weekly full backups of all databases. COMPANY also maint ain a Company redundant disaster recovery site in a separate location and replicates all databases to that remote site every two (2) hours. Restoration of data will first be attempted from local backups to minimize downtime. COMPANY conducts a simulated restoration from both local and remote backups every six (6) months to test the backup procedures and quality of backup data.

Preventative Maintenance.

“Preventative Maintenance” includes installation of patches, bug fixes, upgrades to the operating system, hardware, and/or firmware upgrades, and any other measures that COMPANY deems necessary to ensure the proper functioning and security of its data center and Hosted Software, in its sole and exclusive discretion.

Licensee acknowledges that COMPANY shall have the exclusive right to schedule and implement Preventative Maintenance measures, including those resulting in system and application downtime, rendering the Hosted Software temporarily inaccessible (“Scheduled Downtime”).

COMPANY will make every commercially reasonable effort to perform Preventative Maintenance and Scheduled Downtime so as to minimize any Licensee impact.

Updates and patches to the operating system and Hosted Software will be tested for performance and stability issues in a secure environment before they are implemented on behalf of the Licensee. Virtualized test instances are made available to the Licensee for patching, upgrades, and troubleshooting on an as-needed basis in COMPANY’ sole and exclusive discretion.

COMPANY will maintain a log that identifies: (i) the date and time of Preventative Maintenance; (ii) the individual performing the Preventative Maintenance; (iii) the individual who provided access to the data center and Services if other than the individual performing the Preventative Maintenance; (iv) the Preventative Maintenance performed; and (v) any equipment removed or replaced during Preventative Maintenance.
"
6450,"Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. COMPANY shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.  "
2301,"5. Indemnification. 
(i) You will defend, indemnify, and hold harmless us, our licensors and each of our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) to the extent that they arise out of or relate to any third party claim concerning: (a) your or any End Users’ use of the Services (including use by your employees and personnel), except for any claim arising from the infringement or alleged infringement by the Services of any third party’s intellectual property rights; (b) Your Materials , including any claim involving alleged infringement or misappropriation by you of third-party rights or the use, development, design, production, advertising or marketing of Your Materials; or (c) a dispute between you and any End User . 
"
8617,Time and date of use of device when using mobile data or WiFi;
7325,"Severability. In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. The parties agree that they will negotiate in good faith or will permit a court to replace any provision of this Agreement so held invalid, unenforceable or illegal with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision."
2814,"9.        Warranties.

        (a)        Noninfringement Warranty.  Licensor represents and warrants that the Licensed Product, when properly used as contemplated herein, will not infringe or misappropriate any United States copyright, trademark, patent, or the trade secrets of any third persons. Upon being notified of such a claim, Licensor shall (i) defend through litigation or obtain through negotiation the right of Licensee to continue using the Licensed Product; (ii) rework the Licensed Product so as to make it non-infringing while preserving the original functionality, or (iii) replace the Licensed Product with functionally equivalent software. If none of the foregoing alternatives provide an adequate remedy, Licensee may terminate all or any part of this Agreement and recover amounts paid for the infringing Licensed Product. 

        (b)        Limited Performance Warranty.  Licensor represents and warrants for a period of ninety (90) days from shipment (""Warranty Period"") that it will use best efforts to ensure that the Licensed Product operates substantially in accordance with the applicable Documentation; provided, that (i) the Licensed Product is installed, implemented and operated in accordance with all instructions supplied by Licensor; (ii) Licensee notifies Licensor of any such defect within ten (10) calendar days after the appearance thereof; (iii) Licensee has properly installed all updates made available with respect to the Licensed Product, and updates recommended by Licensor with respect to any third party software products (including operating system software) that materially affect the performance of the Licensed Product; (iv) Licensee has properly maintained all associated equipment, software and environmental conditions in accordance with applicable specifications and industry standards; (v) Licensee has not introduced other equipment or software creating an adverse impact on the Licensed Product; (vi) any legacy software with respect to which the Licensed Product is to operate contains clearly defined interfaces and correct integration code, and (vii) Licensee has made no changes (nor permitted any changes to be made other than by or with the express approval of Licensor) to the Licensed Product source code, if any is licensed hereunder.

        (c)        Reserved.

        (d)        Software Keys & Anti-Virus Checking.  Licensor represents that (i) the Licensed Product contains usage limiting code requiring software keys corresponding to license rights granted hereunder, and (ii) it will prior to shipment scan the Licensed Product with commercially available anti-virus software and shall use reasonable efforts to remove viruses capable of being detected with such software.

        (e)        Warranty Disclaimer.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION (""WARRANTIES"") THE LICENSOR HEREBY DISCLAIMS WITH RESPECT TO ALL LICENSED PRODUCTS, SUPPORT SERVICES OR OTHER DELIVERABLES PROVIDED HEREUNDER, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE WITHOUT INTERRUPTION OR ERROR FREE. ANY UNAUTHORIZED CHANGES TO SOURCE CODE TO A LICENSED PRODUCT WILL VOID THE WARRANTY PROVIDED UNDER THIS SECTION.

        (f)        Not Fault Tolerant.  THE LICENSED PRODUCTS ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF A LICENSED PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY OR PHYSICAL OR ENVIRONMENTAL DAMAGE. TO THE EXTENT LICENSEE USES A LICENSED PRODUCT IN SUCH ENVIRONMENT, IT EXPRESSLY ASSUMES ALL RISK THEREFORE."
8271,"This  End  User  License  Agreement  (“Agreement”)  is  made  as  of         , 201_ (the “Effective Date”) by and between COMPANY, Inc., a STATE corporation with its principal place of business at ADDRESS (“COMPANY”) and                 , a"
4046,"Compliance. COMPANY hereby warrants that its provision of the Program and the Services hereunder will comply with all applicable laws, rules and regulations, and COMPANY will have obtained all permits required to comply with such laws and regulations."
7273,"Service Credits. If COMPANY fails to meet the Up-Time Commitment set forth in this Agreement, Customer shall have the right, as Customer’s sole remedy under this Agreement for such failure, to receive Service Credits as provided in this Agreement."
3453,"BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS SOFTWARE, YOU AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT. IF  YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHERA LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.  "
7944,"The following describes the conditions under which Licensee Ordering Activity must, and must not, use Company Suite. If Licensee Ordering Activity does not agree to this acceptable use policy, do not execute this Agreement."
6589,"Ownership, Protection and Security. Company and Client acknowledge and agree that as between Company and Client, Company owns and will retain title and ownership of all Intelllectual Property Rights and other interests in and to the Licensed Software and Documentation (and all copies of the Licensed Software and Documentation) including, but not limited to, any improvements thereto whether designed, created and/or developed by Company, Client or its, or their, agents or contractors, subject to the license rights specifically granted to Client in this License Agreement.  Client does and shall assign, and shall cause its agents to assign, to Company, on a worldwide basis in perpetuity, any and all right, title and interest it, or they, might have in, and to, any improvements to the Licensed Software and/or Documentation and any and all Intelllectual Property Rights therein.  Client furthermore does and shall waive, and shall cause its agents to waive any moral rights it, or they, might have in, and to, any of the foregoing.
"
1513,"16.	NOTICE TO U.S. GOVERNMENT END USERS. The software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 2005), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 2005). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 2005) , all U.S. Government End Users acquire the software with only those rights set forth herein. All software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with ""Restricted Rights"" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. This provision does not apply to you if you are not affiliated with the government of the United States of America."
4673,END USER LICENSE AGREEMENT
168,"
Except for the third party software products that have their own end user license agreement enclosed , each software product and related documentation on the enclosed media (""Product"") is offered to you by Company Inc. (""Licensor "") of Address ON Canada (voice 416.469.3131) only for use in accordance with the terms and conditions of the End User License Agreement below. 
"
4303,"Customer will cooperate with Company in connection with the performance of this License by making available such personnel  and information as may be reasonably required, and taking such other actions as Company may reasonably request. Customer will also cooperate with Company in establishing a password or other procedures for verifying that only designated users have access to any administrative functions of the Service."
8981,"Warranties
Vendor warrants that the SOFTWARE will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with SOFTWARE written materials accompanying it. Except as just stated, NO WARRANTIES. THE SOFTWARE IS PROVIDED ""AS IS"". THERE ARE NO WARRANTIES ON THE SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE."
5144,"Gold Master Use Rights Information
PRODUCT Suite is not intended to be used as the sole source of Ordering Activity’s use rights information. Ordering Activity must retain the original copies of use rights information in the same form and with the same completeness in which Ordering Activity provided those copies to PRODUCT Suite."
8233,"These license terms are an agreement between Company and the Ordering Activity under GSA Schedule contracts  (“you” or “Ordering Activity”). Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any Company 

subsequent version of the software (including any updates or supplements), 

updates, 

supplements, 

Internet-based services, and
 
support services for this software, unless other terms accompany those items. If so, those terms apply. "
4037,"COMPLIANCE WITH LAWS. At all times, Customer agrees to comply with all applicable federal, state, local, laws and regulation, and the COMPANY Acceptable Use Policy."
4565,Duration
3401,Between
4943,FIELD REPLACEABLE UNITS WOULD INCLUDE THE FOLLOWING COMPONENTS:
8085,"The PRODUCT, VAP and/or EXTRACT, when displayed and/or printed in accordance with the Permitted Uses specified in Article 2.1 shall include the COMPANY logo and the following credits conspicuously displayed:"
8977,Warranties
7363,"Single Site License means a license for use of the Licensed Materials at a single geographic site by a specified number of users. For purposes of a Single Site License, the phrase “geographic site” means a site no greater than one-half mile (800 meter) radius. You may have software temporarily used by an employee for telecommuting purposes from locations other than such geographic site, such as the employee’s residence, an airport or hotel, provided that such employee’s primary place of employment is the site where the software is authorized for use and provided that such employee does not make such software available to others not within the licensed geographic site."
3575,"Choice of Law. This Agreement shall be governed by the laws of  New York, without reference to its conflict of laws provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. All disputes arising out of, or in connection with, this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The seat, or legal place, of arbitration shall be New York, New York. The language of arbitration shall be English. The Emergency Arbitrator Provisions shall not apply. The obligations under this Section shall not apply to any claim (including for injunctive relief) by a Party relating to any actual or alleged infringement of its copyright, patent or patent application, trademark, or trade secret, or for any breach of confidentiality hereunder. "
4932,FEES; TAXES; PAYMENT TERMS; PURCHASE ORDERS; SHIPPING
8799,"u) Alternate Dispute Resolution. The GSA Customer cannot be forced to mediate or arbitrate. Arbitration requires prior guidance by the head of a federal agency promulgated via administrative rulemaking according to 5 U.S.C. § 575(c). GSA has not issued any because it considers the Board of Contract Appeals to be an adequate, binding ADR alternative. All Manufacturer Specific Terms that allow the Contractor to choose arbitration, mediation or other forms of alternate dispute resolution are hereby superseded."
2263,"5.	You may not assign the agreement or give or transfer the services or an interest in them to another individual or entity.  If you grant a security interest in any portion of the services, the secured party has no right to use or transfer the services or any deliverables.  "
1693,"2. Services. Subject to Ordering Activity’s payment of applicable fees, Company  will provide maintenance and support services (“Maintenance Services”) as set forth in Exhibit B and included in the annual subscription Software license fee (as further defined in Section 3). To the extent applicable, Ordering Activity may purchase professional services (“Professional Services”) in accordance with Exhibit C and pursuant to the fees set forth in Exhibit A. Hereinafter, “Services” means, collectively, Maintenance and Professional Services, as applicable."
1614,"2 Status and Compliance
2.1 Data Processing. Company  acts as a Processor in regard to any Customer Personal Data it receives in connection with the Agreement, and Company  will process Customer Personal Data only in accordance with Customer’s instructions as represented by the Agreement and other written communications. In the event that Company  is unable to comply with Customer’s instructions, such as due to conflicts with the Applicable Data Protection Laws, or where processing is required by the Applicable Data Protection Laws or other legal requirements, Company  will notify Customer to the extent permissible. Company  processes all Customer Personal Data in the United States or in the European Union; however, Company ’s subprocessors may process data outside of the United States or the European Union. Company  acts as a Processor for any Customer Repository Data.
2.2 Data Controllers. Company  receives Personal Data both from Customer and directly from Data Subjects who create End User accounts. Customer is a Controller only for the data it transfers directly to Company .
2.3 Company  Compliance. Company  represents and warrants that it complies with Privacy Shield, which governs cross-border transfers of Personal Data. Company  will remain certified under Privacy Shield for the duration of the Agreement, provided Privacy Shield remains a valid data transfer mechanism. In the event that Company  is unable to remain certified, or that Privacy Shield does not remain a valid data transfer mechanism, please see Section 7. Company  will comply with Applicable Data Protection Laws in relation to the processing of Personal Data."
109,"	The Software License shall commence on the Commencement Date and shall be licensed in perpetuity, subject at all times to the applicable Software License terms set out in Part A of the Terms of Service."
3948,"COMPANY will not collect, disclose, or otherwise use any personal information about any authorized user of any material licensed to Licensee;"
134,"
	(b)	Covenant.  With respect to the Confidential & Proprietary Information, and except as expressly authorized herein, the Licensee hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose such Confidential & Proprietary Information to any person or entity, except to its own employees having a ""need to know"" (and who themselves are bound by similar nondisclosure restrictions), and to such other recipients as the Licensor may approve in writing; provided that all such recipients shall have first executed a confidentiality agreement in a form acceptable to Licensor. Neither the Licensee nor any recipient shall: (i) alter or remove from any Licensed Product or associated Documentation any proprietary, copyright, trademark or trade secret legend, or (ii) attempt to decompile, disassemble or reverse engineer the Licensed Product or other Confidential & Proprietary Information (and any information derived in violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by Licensor). The Licensee and its personnel shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information as it uses in safeguarding its own confidential information, but in no event shall less than due diligence and care be exercised. Upon termination, Licensee shall return or destroy all Confidential & Proprietary Information in its possession or control and cease all further use thereof.  Licensor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.
"
8772,"U.S. Government Restricted Rights
Rights The Content is provided with restricted rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at Department of Defense Federal Acquisition Regulation 252.227- 7013 or subparagraphs (c)(1) and (2) of the Rights in Data clauseCommercial Computer Software-Restricted Rights at 48 CFR 52.227-149, as applicable . The contractor/manufacturer is COMPANY  Inc., ADDRESS, USA. Use of the Content by the U.S. Government constitutes acknowledgment of COMPANY 's rights therein.
"
5457,"In case You have not made any payment for the Service fee and/or any payment of invoices for the provided Technical Support Services, it is considered that You have resigned from such further services and Company is not obliged to ensure such Services to you ."
5839,"License. 
Grant of License.  Subject to the terms of the Agreement, the underlying GSA Schedule Contract, Schedule pricelist and applicable purchase order COMPANY hereby grants to Ordering Activity a non-exclusive, nontransferable, non-sublicenseable, license to use the object code version of the Licensed Software only in relation to Ordering Activity’s and its Affiliate’s data for the sole purpose of processing such data for Ordering Activity’s or its Affiliates’ internal business purposes only (the “License”).  
The Licensed Software may be used by Ordering Activity’s and its Affiliates’ employees and contractors subject to the number and type of Licenses specified in the applicable purchase order.   An Affiliates’ installation and use of the Licensed Software will be deemed to be an installation and use by Ordering Activity for all purposes of the Agreement.   “Contractors” as referred to in the immediately preceding sentence means any third party who is using the Licensed Software solely for the benefit of Ordering Activity and/or its Affiliate(s) which either (i) provides outsourced information technology services to Ordering Activity, an Affiliate or to a business unit, division or department of Ordering Activity or such Affiliate or (ii) has authorized access to, or use of, any facilities of Ordering Activity or such Affiliate and requires use of the Licensed Software to perform its services.  All use shall be in accordance with the terms of the Agreement, and Ordering Activity shall be fully responsible for any breaches of the Agreement by any users and any other person to whom Ordering Activity or its Affiliates provide access.    The License permits authorized users to modify existing pre-built automated tests (delivered to Ordering Activity as part of the Licensed Software) and to create new automated tests.  Ordering Activity may make a reasonable number of copies of the Licensed Software for back up, archival, testing and emergency/disaster recovery purposes. Ordering Activity must reproduce COMPANY’s copyright notices and legends on any such copies.  Ordering Activity must maintain appropriate records of the number and locations of all such copies and furnish such information to COMPANY upon request. 
Prohibited Uses.  Ordering Activity will not, and will not allow any third party to:  (i)  except as permitted by Section 3.1, permit use of the Licensed Software by third parties or other functionally independent business units affiliated with Ordering Activity or Affiliates of Ordering Activity; (ii) attempt to circumvent any technical devices of the Licensed Software that are directed at, or have the effect of, enforcing the terms of the Agreement; (iii) modify, create derivative works, translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code from the object code supplied to Ordering Activity; (iv) use the Licensed Software under any circumstance whatsoever directly or indirectly in a computer service business or service bureau or in a rental or commercial timesharing arrangement; (v) remove, modify or obscure any copyright, trade secret, confidentiality, trademark, service mark or other proprietary rights, notice or legend on any copy of the Licensed Software, the media on which it is contained, or related data, documentation or other materials; (vi)  market, sell, lend, rent, lease, or otherwise distribute the Licensed Software; or (vii) except as otherwise expressly provided herein, assign, sublicense or otherwise transfer any rights in or to the Licensed Software.  
Reserved.   "
3365,"B. Indemnity by Customer . Not applicable to GSA user accounts  Non-GSA User Account Customer shall indemnify, defend and hold company, its affiliates, directors, officers and employees harmless from and against any claim, liability, damage, cost, expense (including actual attorneys fees), award, fine, or judgment, arising from or out of Customers operation, conduct, and responsibility for its use of the company, and for any and all claims of infringement of any proprietary rights by any graphic, picture, text, audio, video, software, other data, or information provided by Customer. "
2119,"4. Licensor warrants that the SOFTWARE will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with SOFTWARE written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, DISCLAIMER OF WARRANTIES. THIS SOFTWARE (AND ALL UPGRADES AND SERVICES RELATED THERETO) IS PROVIDED/LICENSED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND/OR ACCURACY, IS ASSUMED BY THE USER. LICENSOR MAKES NO WARRANTIES OF ANY KIND, INCLUDING ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH REGARD TO COMPANY OR ANY COMPANY UPGRADE, AND ANY SERVICES (WHETHER EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (B) ANY WARRANTY OF QUALITY, FUNCTIONALITY, ACCURACY, OPERABILITY, USE, RESULTS, TITLE, LACK OF VIRCUES, NON-INFRINGEMENT OR PERFORMANCE."
1966,"3.1.2.        In addition to internal operational use discussed above, Licensee may also install and use the COMPANY® Software on a single test system only for testing purposes. "
468,“Disclosing Party” and “Recipient” refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either COMPANY or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. “Confidential Information”
6086,"Limited Warranty.
(30) days from the date you acquired the Software from us or our authorized dealer. This limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer."
6214,"Monitor third party email marketing services for compliance, if one is used."
9044,"We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or COMPANY Site. We may:"
7749,"Termination for Cause. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, COMPANY shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer."
8410,"This Agreement, together with the underlying AGENCY Schedule Contract, Schedule Pricelist and Purchase Order(s), constitute the entire Agreement between the parties concerning Licensee’s use of the Software. No Purchase Order, other ordering document, or any handwritten or typewritten text which purports to modify or supplement the text of this Agreement shall add to or vary the terms of this Agreement unless signed by both parties. Further, in the event of conflict between this Agreement and the terms of the Purchase Order, the terms of the Purchase Order shall govern. This Agreement replaces and supersedes all prior verbal understandings, written communications, warranties or representations regarding the contents of this Agreement and Licensee represents and acknowledges that it in entering into this Agreement it is not relying upon any representations or warranties other than those set forth herein."
5440,improve our services and products provided by us to you;
622,"“Services” mean the Support Services and at Customer’s option, the Implementation Services, Cabling Services or Hosting Services."
3935,Company will defend Licensee at its own expense any action against Licensee that the Software directly infringes any U.S. copyright or misappropriates any trade secret
3845,"COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL PRODUCTGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA OR USE, FAILURE TO REALIZE A SAVINGS OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO"
7096,Reserved. 
3868,"COMPANY SOFTWARE LICENSE, SUPPORT AND SERVICES AGREEMENT"
7092,Reserved.
3836,"Company shall indemnify and hold the Licensee harmless from any and all claims, actions, damages, and liabilities (including reasonable attorney’s fees) arising directly"
6756,"Privacy. Vendor agrees to implement its privacy policies in effect from time to time. Vendor reserves the right to modify its privacy and security policies from time to time in its business judgment and as it deems required for compliance with applicable law.
"
4714,"Entire Agreement. The Support Terms and any additional terms referenced herein constitute the entire agreement between Customer and Company with regard to Support, and supersedes all prior negotiations, agreements, and understandings with respect to the subject matter hereof. The Support Terms may not be modified except by a written addendum agreed to by Company and Customer."
1616,"2.	Restrictions on Use. You may not copy, modify, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement, and you agree to prevent unauthorized copying of the Software. You may not reverse engineer, decompile, or disassemble the Software. The Software may include portions offered on terms in addition to those set out here, as set out in a license accompanying those portions. "
6321,"No Waiver. No failure or delay in exercising any right hereunder will constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect."
6439,"NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS EULA, AND THIS EULA EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE."
3437,By chatting with us or sending us a ticket
7862,"The Content on this site may be accessed internationally and may contain COMPANY products, programs and services that are neither available nor planned for availability in your particular country. These references do not imply that COMPANY intends to announce such products, programs or services in your country, and by referring to such products, programs or services, COMPANY incurs no obligation to subsequently make them available in such country."
6985,"Remedy for Infringement Claims. Upon notice of alleged infringement or if in COMPANY’s opinion such a claim is likely, COMPANY has the right, at its option and expense, to either: (a) procure the right for you to continue using the Software; or (b) replace or modify the Software so that it provides substantially the same, or greater, functionality and performance as the infringing Software, but is no longer subject to a claim of infringement. If, in COMPANY’s opinion, neither of the above options is commercially reasonable in the circumstances, COMPANY may terminate your subscription to the Software upon thirty (30) days written notice to you, and will provide a pro-rata refund any prepaid, unused subscription fees for the remainder of the then current  subscription term. The pro-rata refund is calculated from the date COMPANY is notified of the infringement claim to the remainder of the then current subscription term. Sections 21 and 22 comprise COMPANY’s entire obligation to you with respect to the infringement of the intellectual property and proprietary rights of others."
1807,20. Reserved.
166,"
Definitions.
 “Documentation” means the written and/or electronic release notes, implementation guides, or other published technical documentation about specific Software that is provided by Company to Customer together with the delivery of the Software.
“License Term” means the term of the license granted for specific Software, as identified in the relevant Order and starting when the Software is first made available for download by Customer.
“Order” means any purchase order, product schedule or ordering document between Customer and Company (or an authorized reseller, if applicable) that identifies the products and/or services licensed or sold and any applicable licensing parameters (e.g.,the number of licenses).
“Software” means the object code version of Company proprietary computer programs (including any software accessed as a service) described in the relevant Order, including any Documentation and Updates.
“Updates” means any correction, update, upgrade, patch, or other modification or addition made by Company to specific Software.
"
4177,"Copies. LICENSEE may make a sufficient number of archival copies of the SOFTWARE as is necessary to satisfy LICENSEE's internal disaster recovery program, provided that such copies shall include COMPANY's required notices under Section 2.4. LICENSEE shall have no other right to copy, in whole or in part, the SOFTWARE. Any copy of the SOFTWARE made by LICENSEE is the exclusive property of COMPANY."
35,"	if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any export control laws."
4881,Export Restrictions
1044,"1.18. “Order Term” means the period of time as identified on a fully executed Order Form during which You may use or access the COMPANY Software, Ordering Activity Support and COMPANY Hosting, as applicable."
3569,Children
2828,"9. Exclusion and Limitations
9.1. Warranty Exclusion. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VENDOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT. VENDOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9.2. Limitation of Liability. In no event will Vendor be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or indirect, special, incidental or consequential damages even if Vendor has been advised of the possibility of such damages. Vendor will not be liable for any damages caused by delay in delivery or furnishing the Software or services. Vendor's liability under this Agreement for damages of any kind will not, in any event, exceed the Contract Pricepaid by Customer to Vendor under this Agreement.
9.3. Claims. No action arising out of any breach or claimed breach of this Agreement or transactions contemplated by this Agreement may be brought by either party more than six (6) years after the cause of action has accrued. For purposes of this Agreement, a cause of action will be deemed to have accrued when a party knew or reasonably should have known of the breach or claimed breach."
6511,Open Source
8822,"Unit. “Unit” means a licensing unit (e.g., MSU, seats) as defined by COMPANY from time to time."
3375,"B) Telephone Hotline Support. Telephone Hotline Support hours of operation and telephone numbers for the relevant geographic region may be found on COMPANY's web site at COMPANY Support personnel are available to answer questions related to COMPANY's supported products and how they perform with compatible hardware systems. Assistance in the development of custom applications for COMPANY's products is not included in standard hotline support. If Licensees wish to acquire such support, it is available through COMPANY's Consulting group at the then-current consulting rates."
5772,"Legal Remedies.: Any controversy or claim arising out of or relating to this Agreement shall be determined by small claims court or arbitration by the party initiating the legal action. If the claim exceeds the limits of small claims, then resolution of a claim or controversy shall be limited to arbitration in accordance with the Arbitration Rules of the American Arbitration association or JAMS. The place of arbitration or the venue of any small claims court case shall be limited to the cities of Stamford or Hartford, Connecticut and when applicable, use Connecticut Governing Law. The prevailing party in any such legal claim, whether in a court or by arbitration, will be entitled to recover its full legal costs from the losing party."
4237,"CUSTOMER AGREES THAT COMPANY OR ITS SUBCONTRACTORS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE RENDERING BY CACI, ITS SUBCONTRACTORS, OR SUPPLIERS OF SOFTWARE SUPPORT SERVICES HEREUNDER.  IN NO EVENT WILL THE LIABILITY OF COMPANY, ITS SUBCONTRACTORS, AND SUPPIERS EXCEED THE CONTRACT PRICE.  THESE LIMITATIONS ARE CONTEMPLATED IN THE FEE AND SHALL APPLY NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE PROTECTION AND BACK-UP OF ALL DATA AND SOFTWARE. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
5400,"If You license or otherwise use any Company software (the “Company Software”), then the followingOrdering Activity acknowledges that  additional terms and conditions apply may solelyapply  with respect to Your use of the Company  Software: Company, Inc. (“Company”) is an intended third party beneficiary of this EULA with the right to enforce warranties and any other provision of the EULA to verify Your compliance with the same. Your use of the Company Software shall be strictly limited to any subscription period You purchase to license the Company Software and any renewals thereof. Only You may directly use or access the Company Software; provided, however, that if You are a service provider, You shall not be restricted from providing access to the output resulting from Your use of the Company Software to your customers. Company and its licensors own and retain all right, title and interest in the Company Software, and any improvements or derivative works thereof. You shall not: reverse engineer, decompile or otherwise attempt to learn the source code of the Company Software; or combine or distribute the Company Software with any software that is licensed under terms that seek to require that any of the Company Software be provided in source code."
5573,Indemnification
6640,"Payments and Deliveries: Pursuant to the Anti-Deficiency Act, 31 U.S.C. § 1341(a)(1)(B), the U.S. Government does not agree to commit to pay any future maintenance or support costs or fees under the License Agreement or this Amendment. Any provisions of the License Agreement providing for automatic renewal absent some action by the U.S. Government are hereby deleted."
777,"(e) Certain Other Restrictions.  You may not (i) sell, rent, transfer, lend, provide or otherwise make available, or disclose to third parties, the Software or Documentation (except to independent contractors performing services directly for you and at your direction, provided that such persons are obligated to maintain the confidentiality thereof, and you shall be responsible for the actions or omissions of such contractors); or (ii) remove or alter any copyright or other proprietary notices contained in the Software or Documentation.  You shall maintain all copies of the Software and Documentation in a manner so as to reasonably prevent the unauthorized use of the Software and Documentation.  You may not publish or disclose to any third party the results of any benchmark or comparison tests, including performance information, run on the Software without the prior written consent of Company."
7930,"The failure of COMPANY to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. This"
634,“Software” means Experiential Communication Software and Networked Software.
8424,"This App may disclose or allow the disclosure to third parties of Your personal information, as further described in COMPANY ’s Privacy policy .
2.2
"
5682,Intellectual Property Rights
6498,On termination of an Agreement by the Company in accordance with Section 14.3 or 14.4(a):
946,"1. Software License.
(a) License Grant. COMPANY hereby grants to Licensee a non-exclusive, non-transferable, limited duration, license to use the computer program(s) and associated users manuals and documentation described in Exhibit A to this Agreement (“Software”), subject to the express terms of this Agreement.
Licensee’s use of the Software is limited to its integration into the various learning systems which Licensee hosts as a third-party (“Licensee’s Products”).
(b) License Restrictions. Unless provided for otherwise in the Agreement, under no circumstance shall Licensee:
i. make the Software available to use to any individual or entity outside of Licensee.
ii. rent, sell, lease or otherwise transfer the Software or any part thereof or use it for the benefit of a third party.
iii. modify or copy the Software or any portion thereof.
iv. reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any Software source code or underlying Proprietary Information (as that term is defined below).
v. export or re-export the Software, directly or indirectly, in violation of any applicable law or regulation of the United States or any other country.
(c) Term. The term of this Agreement shall commence on the date first written above, and shall continue until ____________, unless otherwise specified in this Agreement."
1296,"11.3 Beta Software. If the Licensed Software released to Customer has been identified by Company  as “Beta Software,” then the provisions of Section 11.1 will apply. In addition, Company  has no obligation to Customer to (1) further develop or release the Beta Software or (2) provide Services for the Beta Software. If Company  releases another version of the Beta Software, Customer will return or destroy all prior version(s) or release(s) of the Beta Software that it received from Company ."
9136,"worm, Trojan horse or trap or back door, or other harmful device which is designed to delete, disable, deactivate, provide unauthorized access, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications."
9224,"You shall not copy, reproduce, distribute, republish, download, display, post or transmit the whole or any part of the COMPANY service in any form or by any means, except as otherwise permitted in this Agreement."
3607,"Commercial Item. Ordering Activity Support is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “installation services, maintenance services, repair services, training services, and other services” for support of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. Ordering Activity acquires Ordering Activity Support with only the rights set forth in these Terms. Ordering Activity acknowledges and agrees that Company sells Ordering Activity Support as a commercial item only and will engage as a subcontractor for Ordering Activity Support subject only to the required U.S. Government flowdown clauses listed at 48 CFR 52.244-6, “Subcontracts for Commercial Items”, plus other terms necessary in meeting performance obligations under the specific Government Contract under which Ordering Activity purchases the Products."
1512,150% of the normal rate for time worked by members of the Project Team outside Working Hours; and
1724,"2.2 If during the Delivery Warranty Period the Product does not operate in accordance with its specifications, the Ordering Activity shall contact Company Support Centre, and the following shall apply:"
1435,"13.4 Customer may not assign the rights granted under this Agreement and any Addendum, in whole or in part and whether by operation of contract, law or otherwise, without Company’s prior written consent. Such consent will not be unreasonably withheld or delayed."
6361,not to disclose the Confidential Information to any third party whatsoever (excluding Associates under Section 10.2(e) above) except with the prior written consent of the Disclosing Party;
2363,"5.2 Pre-Existing Work. Any pre-existing proprietary or Confidential Information of Company or its licensors used to perform the Consulting Services, or included in any Deliverable, including but not limited to software, appliances, methodologies, code, templates, tools, policies, records, working papers, know-how, data or other intellectual property, written or otherwise, including Company Derivative Works shall remain the exclusive property of Company and its licensors (collectively, “Company Information”). To the extent that Company incorporates any Company Information into the Deliverable(s), Company hereby grants to Customer a non-exclusive, non-transferable license to use such Company Information at no additional charge solely for Customer’s internal business purposes, in accordance with the limitations set forth in the Agreement. Any Customer pre-existing information, including but not limited to any Customer’s proprietary and Confidential Information provided to Company by Customer shall remain the exclusive property of Customer or its licensors (“Customer Information”). Customer hereby grants Company a non-exclusive, non-transferable license to use the Customer Information for the sole purpose of performing or producing the Consulting Services and Deliverables."
1222,10.3. Professional Services Warranty. COMPANY warrants that  the  Professional Services will be  performed in a professional and workmanlike manner and in accordance with industry standards. COMPANY will immediately re-perform any Professional Services that are not in compliance with the foregoing warranty that are brought to COMPANY’ attention within thirty (30) days after the work is performed at no cost to LICENSEE. COMPANY makes no representation or warranty of any kind with respect to any products or services provided or performed by a third party.
4863,Exhibit C to Addendum for Hosting Service Service Level Agreement
8029,"The limited use license above permits Licensee to use the Licensed Product on or in connection with any embedded client device whose primary function is to deliver desktops and applications via remote display protocols (e.g., “thin” and “zero” clients), but only as follows: (i) in the event Licensee is connecting to Cloud Workspaces, and is current in payment of a Company Desktop Access Subscription; (ii) in the event Licensee is using a Remote Workstation Card, and Licensee is current in payment of a Company Workstation
 
Access Subscription; or (iii) in the event Licensee is current in payment ofusing a Company Cloud Access Subscription. 
"
3622,"Company  actively protects its copyrights, trademarks, and other intellectual property rights worldwide. Copying software is a crime and is punishable in most jurisdictions. If you are aware of someone with illegally copied software, please contact COMPANY or the Software & Information Industry Association. Combat Software Piracy!"
7021,"Reports. Within 30 days after written request from COMPANY (but no more than once per calendar quarter), Licen- see shall provide an enterprise-wide consolidated report to COMPANY for all computer systems on or with which any COMPANY Products have been installed or used. The report shall include the following information (unless restricted by law or modified in an Order): Site address, number of Units in- stalled or used, date of first installation or use, Licensee user group identification, and a serial number and the asso- ciated operating system and computer model for each such computer system. The serial number shall be a CPU serial number if indicated by software provided by COMPANY; oth- erwise the serial number shall be a computer chassis or cabinet serial number, or, if such serial numbers are not available, any unique identifier."
8532,"This License reflects COMPANY's intent to retain full ownership of and control of the use and distribution of COMPANY PRODUCT, the License Key (as hereinafter defined) and other applicable software (collectively the ""Software"")."
420,"“COMPANY Materials” means Materials we make available in connection with the Services or on the COMPANY Site to allow access to and use of the Services, including WSDLs; Documentation; sample code; software libraries; command line tools; and other related technology. COMPANY Materials does not include the Services."
3374,"b) Changes to Work and Delays. Subject to GSAR Clause 552.238-81, Modifications (Federal Supply Schedule) (April 2014) (Alternate I – JUN 2016) and (Alternate II – JUN 2016), and 52.212-4(f) Excusable Delays (JUN 2010) regarding which the GSAR and the FAR provisions take precedence."
1651,"2. COMPANY License.
a) COMPANY IS BEING LICENSED, NOT SOLD. LICENSOR IS AND REMAINS THE OWNER OF ALL TITLES, RIGHTS, AND INTERESTS IN THE SOFTWARE. BY PURCHASING AND/OR USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT PURCHASE AND/OR USE THE SOFTWARE.
b)  Provided Customer complies with all the terms and conditions of this EULA, COMPANYLicensor grants to Customer a limited, non-transferrable, non-exclusive, paid-up License and right to use COMPANY, in its object code form only, without right to sub-license (“License”). Customer may make one backup copy of the Software, and may use it only to reinstall the Software."
9067,What’s Not Covered
3214,"Application CONCURRENT PROCESS LICENSE
A Concurrent Process License enables the execution of client plug-in or application from Application. Client plug-in or applications that are integrated into Application will draw a Concurrent Process License provided from Application. User license will also be checked out during client connections to Application. The maximum number of users accessing Application from a Client integration cannot exceed the number of Concurrent Process Licenses. Concurrent Process Licenses are used for
• Client access from the Application Add-in
• CAE, CAD, PDM client integration access (e.g.: Patran-Application Integration)
• Other specific client actions or processes maybe licensed as Application Concurrent Process License"
2198,"4.2        Licenses to Open Source Software.  The Open Source Programs are not licensed to Customer under the terms of this Agreement but, instead, may have different terms of the open source license applicable to such Open Source Program (e.g., the GNU General Public License and the COMPANY License).  COMPANY grants Customer no right to receive source code to the Open Source Programs though, in some cases, rights and access to the source code for the Open Source Programs may be available directly from the licensor of such Open Source Programs.  Upon request, COMPANY will identify the Open Source Programs and the licenses thatapply to them.   Nothing herein shall bind the Ordering Activity to any Third Party terms unless the terms are provided for review and agreed to in writing by all parties.
"
2003,"3.3 Effect of Termination.
(a) Upon termination of any Addendum, this Agreement and all other Addenda will continue in full force and effect. Upon termination of this Agreement in whole, all Addenda under this Agreement will be terminated immediately.
(b) Termination of this Agreement, or any individual Addendum, in whole or in part, will not affect any rights or obligations accrued up to the date of termination. Company is entitled to invoice and be paid for all Company Solutions provided up to the effective date of termination and/or any non-cancellable fees, as applicable, and all invoices become immediately then due and payable.
(c) Any provision of this Agreement which is intended to survive expiration or termination will survive, including, without limitation, confidentiality, restrictions on use of intellectual property, indemnity, limitations on liability and disclaimers of warranties and damages, governing law, audit rights, and Customer’s payment obligations accrued prior to termination."
1464,"14. Miscellaneous:
14.1. Sole agreement. This License, together with the underlying GSA Schedule Contract, Schedule Pricelist, Purchase Order(s), is the sole and entire agreement between Licensor and Licensee with regard to the Product and which regulates the use of such Product by the End User. In the event of a conflict between this Agreement and a Purchase Order, the Purchase Order shall prevail.
14.2. Amendments. This License cannot be modified, nor may any of its terms be cancelled or waived, unless approved in writing by Licensor and Licensee in accordance with the procedures for contract modifications set forth in FAR Part 43. This License applies to any upgrades or supplements to the original Product provided by Licensor, unless Licensor provides other terms together with the upgrades or supplements to the original Product. In case of conflict between these terms, the second shall prevail.
14.3. No waiver. The failure of Licensor to insist upon strict performance of any of the terms and conditions of this License will not be deemed a waiver of any rights or remedies that Licensor may have and will not be deemed a waiver of any subsequent default of the terms and conditions of this License.
14.4. Prohibition to assign or to transfer. Neither this License nor any of the rights or obligations hereunder may be assigned or transferred by Licensee or Licensor without the prior written consent of the other party. This restriction on assignment or transfer will apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation.
14.5. Severability. In the event that any provision of this License is declared invalid or unenforceable, the remaining provisions of this License will continue in full force and effect.
14.6. Audits. Upon notice, and subject to applicable Government security requirements, Licensor or its representatives may inspect Licensee’s and/or End/Users’ records, accounts and books relating to the use of the Product to ensure that the Product is being used in accordance with this License.
14.7. Language. This License may be provided in different languages. In the event of any discrepancies, omissions, or errors between the languages, the English language version shall take precedence.
14.8 Additional Terms. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516. Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The Vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3. The vendor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor."
7506,"Subscription terms are twelve (12) calendar months in duration. At any time during a subscription term, Customer may increase its number of subscribed users by submitting an order to COMPANY and paying the fees associated with the increase. Such fees will be calculated as the pro-rata remaining portion of the subscription term, rounded-up to the nearest full month."
4684,"END USER means either the person, acting in his own name, or the organization, which is supplied with the product and accepts this EULA. When the product is supplied to a public entity (civil agency, public department) the END USER shall be deemed to be only such part of the public entity as located at the address to which the product is supplied, except upon prior written agreement from COMPANY."
1450,14.        PAYMENT.         The Price paid by Customer for the license and the payment terms are as described on the order page in accordance with the GSA Pricelist.
6189,MISCELLANEOUS.
8155,"The software may be distributed with components from other vendors that may haveare subject to  different terms. Please read this entire agreement, including Sections 8 (Third Party Software) and 9 (Third Party Information), for more information.  Ordering Activity agrees to be bound only by those terms provided expressly herein."
8510,"THIS IS A CONTRACT. By signing this Agreement, You accept all the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions (in which case “You” and “Your” shall refer to such entity and its affiliates). If You do not have such authority, and/or if You do not agree to abide by the terms and conditions of this Agreement, You must not sign this Agreement and may not use the Software."
5122,"GENERAL: 
e) This Agreement is the complete agreement and understanding of the parties with respect to the software and documentation, and supersedes all prior oral, written, or other representations and agreements. This Agreement may only be amended in writing by an authorized officer of Company and the Ordering Activity, without which Company expressly rejects any modifications to this Agreement and all additional terms and conditions. 
f) Title in and to the software and documentation remains exclusively in Company subject to the license granted to you pursuant to Paragraph 1. 
g) The exportation of the software and documentation shall be subject to the Export Administration Regulations of the United States Department of Commerce. 
h) This Agreement shall be governed, construed and/or remedied by the Federal laws of the United States. "
5013,"Force Majeure.  Neither party shall be responsible for any failure to perform its obligations under this Agreement (other than obligations to pay money) caused by an event beyond its reasonable control, including but not limited to, wars, riots, labor strikes, natural disasters, the infrastructure of the Internet, or any law, regulation, ordinance or other act or order of any court, government or governmental agency."
1400,"13. CUSTOMER RESPONSIBILITIES. (a) CUSTOMER’S ACCOUNT. CUSTOMER IS RESPONSIBLE AND LIABLE  FOR ALL ACTIVITIES CONDUCTED THROUGH CUSTOMER’S ACCOUNT, EVEN IF THESE ACTIVITIES OCCUR WITHOUT CUSTOMER’S PERMISSION.  CUSTOMER AGREES TO NOTIFY THE Company IMMEDIATELY AND IN WRITING OF ANY UNAUTHORIZED OR FRAUDULENT CountryE OF CCountryTOMER’S ACCOUNT.  CCountryTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE Company AND ITS AFFILIATES, OFFICERS, AND DIRECTORS AGAINST ANY AND ALL THIRD PARTY CLAIMS AND ALL RELATED LIABILITIES ARISING OUT OF OR RELATING TO, THE CountryE OF CCountryTOMER’S ACCOUNT, THE SERVICES, OR the Company EQUIPMENT.   the Company WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE UNAUTHORIZED OR FRAUDULENT CountryE OF CUSTOMER’S ACCOUNT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF ANY PASSWORDS, PINS OR OTHER CONFIDENTIAL INFORMATION REQUIRED TO ACCESS THE SERVICES.  the Company RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE CERTAIN ACCOUNT INFORMATION, INCLUDING CUSTOMER’S PIN OR PASSWORD, IF IT BELIEVES SUCH CHANGES ARE REASONABLY NECESSARY TO PREVENT FRAUDULENT CountryE OF CUSTOMER’S ACCOUNT OR TO ASSIST the Company IN PROVIDING OR UPGRADING THE SERVICES. 
(b) TO ENSURE TIMELY INSTALLATION OF SERVICES.  Customer agrees to obtain and provide all necessary facility space and power, access to the facility, Customer Equipment and software, third party vendor services, and sufficient personnel for an acceptance testing process (collectively with Section 13 (a) “Customer Responsibilities”) on a timely basis to allow the Company to timely complete the installation of Customer’s requested Services by the installation date.  If Customer fails to comply with or provide any of the Customer Responsibilities in a timely manner, which results in a delay of the service installation date, Customer will be charged for the Services beginning on the original Billing Commencement Date.   Additional Customer Responsibilities may be required from Customer as set forth in the attached Exhibits and Attachments.  Customer also agrees to comply with all the Company Acceptable Use Policies governing the Services.  The Company Acceptable Use Policies are available at www.thecompany.com .   
"
489,"“Emergency Maintenance” means downtime of the Services outside of the Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or to undertake other urgent maintenance activities. If Emergency Maintenance is required, COMPANY will immediately contact Client and provide the expected start time of the Emergency Maintenance, its planned duration, and whether COMPANY expects the Services to be unavailable during the Emergency Maintenance."
1353,"12.2.  Force  Majeure.  Pursuant to FAR 52.212-4(f), neither  Party  will  be  in  default  or  otherwise  liable  for  any  delay  in  or  failure  of  its performance  under  this  Agreement  (other  than  the  payment  of  amounts  owed)  if  such  delay  or  failure arises  by  any  reason  beyond  its  reasonable  control,  including:  Any  act  of  God,  or  any  acts  of  war, terrorism,  the  elements,  earthquakes,  floods,  fires,  epidemics,  riots,  or  failures  or  delays  in communications,  Governmental  restrictions,  failure  of  public  utilities  or  common  carriers,  failure  of  third party  providers  or  sabotage.  The  Parties  will  promptly  inform  and  consult  with  each  other  as  to  any  of the  above  causes,  which  in  their  judgment  may  or  could  be  the  cause  of  a  substantial  delay  in  the performance  of  this  Agreement."
4222,current COMPANY Help Desk Policy. Extended Help Desk hours and on-site Services are available for purchase.
1919,"3. PAYMENT OF FEES
a. Customer will pay Company fees for the Software and Professional Services as set forth in the applicable Statement of Work in accordance with the GSA Pricelist (“Fees”).  Unless otherwise specified in a Statement of Work, Customer shall pay all invoices issued under this Agreement in U.S. dollars within thirty (30) days from receipt date of invoice. Company.
b. For any Professional Services for which fees are billed in arrears, Company will invoice Customer following completion of the Professional Services.
c. Unpaid invoices are subject to an interest charge governed by the Prompt Payment Act (31 USC 3901 et seq) and Treasury regulations at 5 CFR 1315.
d. Company shall state separately on invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3Company.
e. If Customer believes that Company has billed Customer incorrectly, Customer must notify Company thereof (in writing) no later than sixty (60) days after the date of the invoice, otherwise the amount invoice shall be conclusively deemed correct by the parties.
f. RESERVED."
5918,LICENSEE shall pay invoices for the License and Services in accordance with the fees and schedules set forth in the applicable Program Schedule.
9087,"When the Licensee contacts the Licensor by any of the means listed above, the Licensor will log the problem including the following information: (i) contact person, (ii) contact method (phone or email), (iii) description of problem/time, and (iv) in the case of customers purchasing the platinum and gold levels of service, the severity level."
2175,"4.1.13 To repair or replace any Product for which the total price for the Product has not been paid by the due date for payment; or,"
4269,"Customer may not assign or transfer, in whole or in part, this Agreement, the Software or any right or obligation under this Agreement to any third party except to any Permitted User, without Company’s prior written consent, which consent will not be unreasonably withheld.   Company may assign this Agreement or any rights or obligations herein without the consent of Customer to any successor of substantially all the assets of Company. "
1770,"2.4.	Third  Party Materials. Customer acknowledges and agrees that: (i) the Product may incorporate or contain certain hardware, software, information, data and materials received from Company’s third party licensors and vendors (“Third Party Materials”); and (ii) Third Party Materials may only be used in conjunction with the Product.; and (iii) Customer’s use of the Third Party Materials shall be subject to (and Customer agrees it is bound by) any additional third party terms and conditions set forth at https://www.Company.com/thirdparty (the “Third Party Terms Site”), as they may be modified from time to time by Company and/or its third party licensors and vendors at any time by posting new terms at the Third Party Terms Site  (collectively, the “Third Party Terms”), and which are hereby incorporated into this Agreement by this reference. Customer is responsible for checking the Third Party Terms Site for updates, and any use by Customer of the Product following a change to the Third Party Terms shall constitute acceptance of such change. Company cannot and does not guarantee that the Product shall incorporate (or continue to incorporate) any particular Third Party Materials. Some Third Party Materials may carry with them a limited warranty from the original licensors or vendors (""Third Party Warranty""). To the extent permitted by the original licensors or vendors of such Third Party Materials, Company will pass through to Customer the Third Party Warranty (if any) provided by such licensors or vendors. Customer will rely on and seek remedies solely from such licensors or vendors. Unless otherwise specified in the Company Warranty and Support Policy (set forth at [www.Company.com/warranty-support]), Company is not responsible for fulfillment of any Third Party Warranty or for problems attributable to the use of Third Party Materials."
8680,To quickly process your transactions.
6576,Ownership and Grant of License
2100,"4. Confidentiality. Licensee shall only use Confidential Information for the purposes of this Agreement and shall not reproduce, disseminate, or disclose Confidential Information to any person, except to its affiliates, employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of this Agreement and are bound by confidentiality obligations at least as restrictive as those in this Section 4 (Confidentiality). Licensee shall treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. “Confidential Information” means Company’s and Company’s affiliates’ non-public information (including copies, summaries, and extracts): (A) that is identified in writing as confidential at the time of disclosure, whether in printed, textual, graphic, or electronic form; (B) that is disclosed in non-tangible form, identified as confidential at the time of disclosure, summarized in a writing labelled as “confidential”, and delivered to Licensee or any Licensee affiliate (as applicable) within fifteen (15) days after disclosure; or (C) that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor."
384,"""Specifications"" shall mean the limitations, limited functionality, and performance of the Software, as set forth in the Documentation."
983,"1.1.12 “Warranty Claim”, means a claim by a Ordering Activity in accordance with Clause 3.6 of this Agreement."
6489,"OF THE TERMS AND CONDITIONS OF THIS EULA, OR DO NOT REPRESENT THE FOREGOING, DO NOT CLICK ON “Download” AT THE FULL VERSION DOWNLOAD PAGE, OR CHECK THE “I"
771,"(d) 24 hour maximum response time during Standard Support Hours for any Support Request. Technical Support does not include Training, Professional Services or assistance for requirements not related to the Software."
119,"	To the extent required for the purposes of providing the Administration Services in response to a Request for Service, the Customer shall provide the Company with:"
4558,Does our site allow third party behavioral tracking?
6000,"LIMITATION OF LIABILITY (a) Except for liability associated with Section 4 or Section 7 of this Agreement, in no event shall the total liability of either party under this Agreement exceed the contract price.  (b) Neither party shall have any  liability with respect to the subject matter of this Agreement for any loss of profits or other economic loss or costs of procurement of substitute products or for indirect, consequential, special, exemplary, punitive, or incidental damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if such party has been advised of the possibility of such damages. THIS AGREEMENT SHALL NOTIMPAIR THE U.S."
5587,"Indemnification. Each party Company (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other partyCustomer and its officers, directors, trustees, and employees from and against any claim, demand, liability, loss, judgment, settlement, suit, action, cost or expense, including reasonable attorneys’ fees, arising out of or incident to: (i) the negligent or intentional acts or omissions of the Indemnifying Party, its officers, directors or employees in connection with this Agreement; and (ii) the use or provision of Products that involves any acts or omissions of the Company for which strict or product liability may be alleged. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516. "
7634,"Taxes.  Company shall state separately on invoices taxes excluded from the fees, and the Client agrees either to pay the amount of the taxes (based on the current value of the equipment) to you or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
7318,"Severability. If any provisions of this Agreement shall be prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions."
424,"“COMPANY Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the COMPANY Site, as they may be updated by us from time to time. Nothing herein shall bind the Ordering Activity to any COMPANY Service Level Agreement terms unless the terms are provided for review and agreed to in writing by all parties"
4350,"Data Conversion. LICENSEE shall be solely responsible for data conversion, data entry and verification of data."
7289,Service Level Exclusions. COMPANY is not liable for any Hosted Software downtime or inaccessibility caused in whole or in part by any of the following:
1020,"1.1.8  “RMA”, means Return Material Authorisation in accordance with the RMA Procedures."
8430,"THIS COMPANY AGREEMENT (""AGREEMENT"") IS A LEGAL CONTRACT BETWEEN COMPANY AND YOU AS USED IN THIS AGREEMENT, ""YOU"" REFERS TO YOU AS AN INDIVIDUAL AND THE COMPANY ON BEHALF OF WHICH YOU ARE USING THE COMPANY (AS DEFINED BELOW) AS AN EMPLOYEE OR AGENT (""COMPANY""). YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL CORPORATE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY, THAT THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY THE COMPANY, AND THAT THIS AGREEMENT WILL CONSTITUTE THE LEGAL, VALID, AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS."
9185,"You may increase the number of persons or sites permitted to use the Licensed Materials at any one time, or the features and functionality of Your Licensed Materials through Extensions or otherwise, by paying COMPANY additional license fees in accordance with then-applicable pricing, provided that such additional persons in no way access or use the Licensed Materials, or the additional functionality, prior to any such additional license fees being paid by You. In the event that any provision of this EULA is breached by You, the license granted herein shall automatically terminate, without further action by COMPANY and whether or not You abide by such termination. Failure of COMPANY to learn about any such breach shall not constitute a basis for You to assert that You are not in breach hereof, or that COMPANY has acquiesced in such breach."
3549,CATALOGUE: shall mean the catalogue of existing PRODUCTS referenced and available at COMPANY or at its licensor.
5168,"Governing Law.  To the extent permitted by law, this Agreement will be governed and construed under the federal laws of the State of California without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction. To the extent permitted by law, Customer irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, USA (“Venue”) for the resolution of any dispute between the parties concerning the Products or Company services; (ii) agrees not to commence any such proceedings except in such courts; and (iii) waives any objection to the laying of venue of any such proceedings in the state or federal courts located in the Venue."
1,"	a situation where a defect or error could have been avoided by consideration of all information contained in the Software Documentation, even if such consideration depends on the interpretation of such information;"
2700,8. Reserved.
4113,"Confidentiality.  When disclosing information under this Agreement, the disclosing party will be the “Disclosing Party” and the receiving party will be the “Receiving Party.” The term “Confidential Information” includes: (a) a party’s technical, financial, commercial or other proprietary information including without limitation product roadmaps, pricing , software code and documentation, Software, techniques or systems and (b) information or data that is confidential and proprietary to a third party and is in the possession or control of a party. The Receiving Party will not disclose any of the Disclosing Party’s Confidential Information to any third party except to the extent such disclosure is necessary for performance of the Agreement or it can be documented that any such Confidential Information is in the public domain and generally available to the general public without any restriction or license, or is required to be disclosed by any authority having jurisdiction so long as Disclosing Party is provided advance notice of such disclosure by the Receiving Party. Each party’s respective Confidential Information shall remain its own property. Notwithstanding the foregoing, Arbor may use anonymized data from the Product for its business purposes provided that Company or shall not identify You to any third party as the source of such data.  Company recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor. "
2121,"4. On-Site Assistance. At Vendor's discretion, Vendor may provide Support Services at the Customer site of installation. In such event Customer will reimburse Vendor for all related traveling expenses and costs for board and lodging."
1063,"1.2. “Basic Blueprint” means the generic decision models for a given substantive area of interest (e.g., hiring, research and development, etc.) created by Us based on generally available information that are made available (whether online or in hard copy format) to Ordering Activity and are designated as a “Basic Blueprint” by Us."
1902,3. Intellectual Property.
7805,"The Anti-Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval. Procedures for securing such approval are set forth in FAR 42.1204."
7146,"Return or Destruction. Promptly after termination of this Agreement or receipt of written notice from the Disclos- er, the Recipient shall represent in writing to the Discloser that all tangible (including machine-readable) forms of the Confidential Information in the possession or under the con- trol of the Recipient (including versions prepared by the Recipient) have been returned to the Discloser, or de- stroyed or deleted, at the Recipient’s expense (archived digital copies may be destroyed as backup media are recy- cled, so long as such copies are maintained in confidence), except for such Confidential Information as to which this Agreement expressly provides a continuing right to the Re- cipient to retain at the time of the termination or notice."
7901,"The END USER may be held responsible for any copyright infringement caused by the END USER’s failure to comply. The END USER shall take all reasonable steps to protect PRODUCT data and any derived products from misuse, unauthorized duplication or distribution and shall notify COMPANY immediately should any abuse occur."
7540,Support for the Services
6876,Providing the maintenance and technical support described above for the current release and the imme- diately previous Enhanced Release of the Licensed Software.
8012,"The Licensee shall not use any information that is proprietary to the Licensor, or otherwise confidential, in any form, oral, written, electronic, and physical observation, including without limitation proprietary or confidential information relating to technical, financial, personally identifiable data, scientific, research and development, products, customers, suppliers, marketing, sales and business information, ideas, inventions, know-how, trade secrets, discoveries, developments, improvements, strategies, data reports, drawings, designs, protocols, processes, techniques, formulae, and specifications disclosed by the Licensor to the Licensee in connection with this Agreement to contest the validity of any Licensor intellectual property."
7114,"restrict physical access to systems containing Client Data,"
6244,"NEITHER COMPANY, NOR ANY OF ITS LICENSORS, WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY OTHER PARTY, FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF INFORMATION OR DATA OR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER OR FOR DEATH, PERSONAL INJURY OR DAMAGE TO PHYSICAL PROPERTY OR ENVIRONMENTAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF THIS LIMITED WARRANTY."
3236,"apply to and be incorporated into any agreement between the Company and its customer identified in the Order Form (the ""Customer""); and"
1619,"2.        [Insert Customer name and address including any company number/identifier] (“Customer”).

"
5160,"GOVERNING LAW; CHOICE OF FORUM; ATTORNEYS FEES. This Agreement   shall be governed by the Federal laws of the State of Florida, United States. as applied in cases involving wholly intra-territorial activities and without regard to choice of law principles. Customer further consents to jurisdiction by the state and federal courts sitting in the State of Florida and agrees that suit will be brought, if at all, in a state or federal court in Orlando, Florida, USA.  Florida Statute 768.69 notwithstanding, if either eprentise or Customer employs attorneys to enforce any rights arising out of or relating to this Agreement, each party shall bear its own attorneys’ fees. "
5950,LICENSEE’S RESPONSIBILITIES
6598,"Ownership. Title to the Proprietary Rights embodied in the software that generates the Service and other software installed on COMPANY's Application Server or operating as part of COMPANY's web site shall remain in and be the sole and exclusive property of COMPANY and its licensors. Licensee shall not alter, change or remove any proprietary notices or confidentiality legends placed on or contained within COMPANY's Application Server operating as part of COMPANY's web site, the Service, or any other software installed on COMPANY's Application Server."
2896,A party is not liable under this EULA for non-performance caused by events or conditions beyond that party’s control if that party makes reasonable efforts to perform. This provision does not relieve You of Your obligation to make all payments due.
3465,"BY executing this License in writing YOU INDICATE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THE TERMS AND CONDITIONS OF THE LICENSE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU SHOULD NOT ATTEMPT TO INSTALL THE SOFTWARE."
5195,GRANT OF LICENSE
1961,"3.1.  Company  shall  perform  services  and  provide  deliverables  as  described  in  Exhibit  A,  incorporated  herein by  reference.  Services  shall  be  performed  at  the  Company’s  place  of  business  and,  as  necessary,  at  the ORDERING ACTIVITY’s  offices."
1873,"3.        FURTHER RESTRICTIONS ON USE, DISCLOSURE; THIRD-PARTY LICENSE RIGHTS
3.1.        No Standalone Use of the Licensed Materials. In no event shall You be permitted to sell, license or otherwise commercialize
the Licensed Materials as standalone products. You may include Libraries only within Licensed User Products.
3.2.        No Assignment or Sharing. In no event shall You disclose, transfer, assign, publish, distribute, provide in a service bureau, rent, lease or in any other way make available to any other person the Licensed Materials or any part thereof without      the prior written consent of COMPANY; provided, however, that You shall be permitted to make permitted Temporary Uses of the same, and/or include within any Licensed User Products the Libraries provided by COMPANY as part thereof. Such permission to use such Libraries in Licensed User Products shall not apply to or be permitted to be used in products  that compete with the Licensed Materials."
847,[Reserved]
2154,"4.0 LIMITED Warranty. In consideration of the Fees stated in the applicable SOW, Company will provide the Consulting Services and Deliverables described in such SOW in a good and workmanlike manner and in accordance with generally accepted industry standards."
45,"	information lawfully in the possession of the Receiving Party free of any restriction as to its use or disclosure prior to or after its being furnished by the Disclosing Party under this Agreement, provided that the source of such information has the legal right to use and disclose it and is not subject to any agreement or other duties relating to confidentiality related to it;"
2647,"7) use any robot, spider, or other automatic device, process, or means to access the Websites for any purpose, including monitoring or copying any of the material on the Websites, without prior written consent;
(8) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Websites, the server on which the Websites are stored, or any server, computer, or database connected to the Websites; or
(9) except as expressly permitted by the Terms of Use, provide, disclose, distribute, transfer, sublicense, or assign rights or access to a third party through any means.
By using the Services, you understand and agree that ownership of the Company owns and will own any content, information, data, and other materials you provide to the Company on or through the Websites once the content, information, data, or other materials is anonymized in compliance with all applicable laws and with the Company’s Privacy Policy shall be as set forth in the copyright statute, 17 U.S.C. § 103 and the FAR clause at 52.227-14. The Company also owns and will own all data resulting from your use of the Services. 

"
6694,"Please refer to the COMPANY PRODUCT Personal License requirements or contact COMPANY for further information on what is a ""Personal Edition License,"" and about other licensing options that may be available."
1777,"2.4.4.        You may increase the number of persons or sites permitted to use the Licensed Materials at any one time, or the features and functionality of Your Licensed Materials through Extensions or otherwise, by paying COMPANY additional license fees in accordance with then-applicable pricing provided that such additional persons in no way access or use the Licensed Materials, or the additional functionality, prior to any such additional license fees being paid by You. In the event that any provision of this EULA is breached by You, the license granted herein shall automatically terminate, without further action by COMPANY and whether or not You abide by such termination. Failure of COMPANY to learn about any such breach shall not constitute a basis for You to assert that You are not in breach hereof, or that COMPANY has acquiesced in such breach."
5943,Licensee. A ‘LICENSEE’ is the undersigned LICENSEE under AGENCY Schedule contracts . This LICENSE applies to the version of SOFTWARE referenced in the Purchase Order which was downloaded or
3646,COMPANY Acceptable Use Policy (this “Policy”)
6908,Pursuant to Section 12.212 of the Federal Acquisition Regulations (“FAR”). COMPANY and AGENCY agree that the modifications  to the License Agreements are appropriate to ensure compliance with federal laws and to meet the U.S. Government’s needs. Accordingly the License Agreements is hereby modified by this Amendment as it pertains to use of COMPANY’s software by any LICENSEE pursuant to a task order placed under the AGENCY Contract.
4105,Confidentiality.
726,"(43,200 – 200)"
8362,This Agreement sets forth the terms and conditions of your use of COMPANY’s software products (the “Software”).
2856,"9.1	Governing Law, Limitation on Actions.  This License shall be deemed to take place in the State of New York and shall bebe governed by and construed in accordance with the Federal laws of the United States.State of New York, excluding its conflicts of law principles.  This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.   To the maximum extent permitted by applicable law, You and Company agree that any cause of action arising out of or relating to the Platform or Your use thereof must commence within one (1) year after the cause of action accrues.  Otherwise, such cause of action is permanently barred.  This Section is not intended to and does not alter any provisions of Your applicable wireless service agreement."
8818,"understandings and agreements between the parties hereto with respect thereto. This Agreement, however shall not take precedence over the terms of the underlying AGENCY Schedule Contract or any specific, negotiated terms on the Government’s Purchase Order. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Government and COMPANY Software other than as"
7833,"The COMPANY main data center is a Top Secret cleared facility, and FedRamp, FISMA, and FIPS compliant."
1631,"2.        Term of the Agreement 
The term of the Agreement shall be governed by the terms and conditions of the Original Purchase Document."
6909,"Pursuant to this Agreement, Company grants Customer a non-exclusive, non-transferable, limited right to access and use the Service on the terms and conditions set forth in this Agreement. Customer (and its agents and independent contractors) may use the Services solely to support Customer’s own internal business operations and not for the benefit of any other person or entity , for so long as Customer has paid and continues to pay all applicable fees for use of the Services. Customer remains responsible for any breach of this Agreement by its employees, agents or independent contractors."
6363,"NOT WITHSTANDING ANYTHING TO THE CONTRARY, NEITHER Company NOR Company’s AFFILIATES,LICENSORS, OR RESELLERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE CONTRACT PRICEAN AMOUNT EQUAL TO THE LESSER OF (a) THE AMOUNTS PAID BY CUSTOMER UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, AND (b) THE AMOUNT OF FEES PAID BY CUSTOMER IN A SINGLE SUBSCRIPTION TERM WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. "
6386,Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.
5557,"IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above."
5689,"Intellectual Property. The Program and Documentation are protected by U.S. and international copyright laws and treaties. LICENSEE acknowledges that its possession, installation or use of the Program does not transfer to it any title to the intellectual property in the Program and that LICENSEE will not acquire any rights in the Program or Documentation except as expressly provided herein. LICENSEE acknowledges that title and full ownership rights to the Program and any Update or Upgrade, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights  therein, will remain the exclusive property of COMPANY or its suppliers. Use of any third party software provided to LICENSEE on a stand-alone basis in the framework hereof will be subject to the terms of the end user license agreement provided with such software. LICENSEE shall reproduce and include the copyright and other proprietary notices of  COMPANY and any supplier thereof specified by COMPANY on and in any copies, including but not limited to partial, physical or electronic copies of the Program. COMPANY reserves all rights not expressly granted herein. LICENSEE agrees it shall not, and shall not cause or permit any of its Affiliates, employees, contractors, agents or other third parties to reverse compile, reverse engineer, enhance, supplement, translate or disassemble the Program or otherwise reduce it, in whole or  in part, to human readable form. LICENSEE shall promptly report any violation of this clause and shall take such further steps as may be reasonably requested to remedy any such violation and to prevent future violations. This section will survive any expiration, termination or cancellation of this Agreement."
3366,"b. License Term. An Order Confirmation will identify whether Ordering Activity is purchasing a perpetual license or a subscription license and, if a subscription, the Subscription Period."
192,"
the Service is not installed in accordance with this Agreement and is not functioning properly due to COMPANY, Customer shall be deemed to have accepted the Service and that it has been installed and is functioning properly. Billing will commence on the Billing Commencement Date” as set forth in this Agreement. In the event that Customer notifies COMPANY prior to the Billing Commencement Date that the Service is not installed in accordance with this Agreement and is not functioning properly, then COMPANY shall correct any deficiencies in the Service and notify Customer in writing with a new Order Completion Notice when the Services have been re-installed and are functioning properly, at which time the Billing Commencement Date will commence 5 business days after the new Order Completion Notice."
3778,Company Name:
7141,resulting from the actions or inactions of the Licensee or a failure of the Licensee’s communications link or systems.
3077,"All Rights Reserved
Except as expressly provided herein, nothing in the Content or on this site confers or is to be construed as conferring, whether by implication, estoppel or otherwise, any license or right under any copyright or trademark of COMPANY or any third party. Any product, process, or technology in the Content may be the subject of other intellectual property rights reserved by COMPANY, and are not licensed hereunder.
Any and all rights not expressly granted herein are reserved by COMPANY.
"
8691,to suspend the license of use and/or the right to make added value on the PRODUCTS;
8625,Title:
7795,"the ability to transfer files via Secure File Transfer Protocol (SFTP),"
3225,"Application PRODUCT
The PRODUCT is to be used for development and testing of a Application Portal in a non-production environment. The PRODUCT consists of a Application package with the following licenses: (i) Portal Licenses; (ii) Concurrent Process Licenses; (iii) Concurrent User Licenses; (iv) Full Client Named User License; (v) Limited Client Named User Licenses; and (vi) Add-on Module Licenses, as described above"
6492,"Offline Software. Subject to the terms and conditions of this Agreement, upon purchase of a license to COMPANY’ ""offline"" Software (i.e. not hosted by COMPANY), COMPANY grants and you accept a non-exclusive, nontransferable, non-assignable license to use Software in accordance with its documentation, only for your own internal use solely on the specific number of computers that you have licensed. Installation of the Software is your responsibility. If COMPANY identifies the Software as an evaluation version, trial version or beta version, you have the right to use the Software for such limited purpose for the period of time stated in the applicable"
6454,"Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The Vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.  
Recourse against the United States for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable.  The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

The Vendor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.
A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs.
Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).
"
8130,"The SOFTWARE (including any image, photography, animation, music and any video element or sound-excluding voice files-and any text incorporated into the SOFTWARE) is and shall remain the sole and exclusive confidential and proprietary property of Company   Inc. or its suppliers and is subject to protection under the intellectual property laws of Canada, the United States, the International Treaties and/or any other applicable national legislation. Consequently, the SOFTWARE must be viewed as any other product protected as having royalty-bearing licenses (such as a book or recorded music).  The client may also make one (1) copy of the SOFTWARE for backup or archival purposes only. "
1386,13.          ASSIGNMENT.  Customer and Company may not assign all or part of this License without Companythe other party’s prior written consent.
5562,In-App Purchases
7714,"Term. The term of this Agreement will commence on the date of written execution acceptance of this Agreement by Customer and Company, and will remain in effect for the term of Customer’s Paid Subscription, as the case may be, unless earlier terminated in accordance with Section 10.2. Except as otherwise provided herein, the Customer Paid Subscription will renew in accordance with the Customer’s Paid Subscription terms and conditions as the case may be and mutually agreed upon with Company in writing for a given Customer.   "
3053,All licenses must be established on a non-production license server separate from the production license server. The PRODUCT licenses cannot be used or combined with standard licenses that are being used for a production Application Portal.
4334,"D. Entire Agreement. This Agreement contains the entire agreement of the parties and each party acknowledges there were not other oral agreements, representations, warranties or statements of fact made prior to or at the time of the signing of this Agreement.  For GSA customers, the term ""this Agreement"" includes the Agreement and the GSA Schedule contract into which it is incorporated,together with the Schedule Pricelist, and Purchase Order(s)."
1530,"16. Specific Limitations. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ANY USE OF ANY COMPANY PRODUCT PROVIDED HEREUNDER, EXCEED THE LESSER OF THE TOTAL AMOUNT PAID TO COMPANY FOR THE PARTICULAR PRODUCTS SOLD UNDER THIS AGREEMENT WITH RESPECT TO WHICH THE LOSSES OR DAMAGES ARE CLAIMED, AND ONE HUNDRED THOUSAND DOLLARS . THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR PRODUCTS SOLD TO BUYER UNDER THIS AGREEMENT SHALL NOT ENLARGE OR EXTEND THIS LIMIT. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. "
1194,10. Reserved
8567,"THIS PRODUCT IS LICENSED UNDER THE PRODUCT PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE PRODUCT STANDARD (“PRODUCT VIDEO”) AND/OR (ii) DECODE PRODUCT VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE PRODUCT VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM COMPANY, L.L.C. SEE "
1487,15.          QUESTIONS. All questions concerning this License shall be directed to Company by filling out the “Contact Us” form on our website as follows: 
8241,"These Terms of Service, together with any terms (including payment terms) in one or more Order Forms (“Order(s)” or “Purchase Orders”), , the underlying GSA Schedule Contract, Schedule Pricelist, and and in any other documents or terms expressly incorporated by reference herein (collectively, the “Terms”), are a legal agreement between you(Ordering Activity) and Company Inc., d/b/a Company (hereafter “Company”), a Delaware corporation, that govern all access to and use of Company’s Services. “Services” means the services and other items Company provides via the internet  (the “Site”), including (1) the services, software, reports and documentation made available via login; (2) Company’s application programming interface (the “API”) and software development kit (“SDK”);  (3) any software or services provided by third parties.  (“Add-ons”)."
3503,BYOD (bring your own device) auditing
3407,"Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns."
2764,"8.4        The Recipient acknowledges and agrees that monetary damages would be inadequate to compensate Discloser for any breach by Recipient or any of Recipient’s employees or consultants of the provisions under this Section 8, and that in addition to any other remedies that may be available at law, in equity or otherwise, Discloser will have the right to enforce this Agreement and any of its provisions by seeking an injunction, specific performance and/or other equitable relief ."
7876,the Customer shall ensure that it has in place the Hardware and Software Platform at all times in order to use the Software;
5833,"License: On payment of a subscription fee covering a specific licence period, Company grants you the right to copy the Software onto a single computer for your own use for the duration of your licence period."
2742,"8.2 Each Party agrees not to use any Confidential Information (as defined herein) of the other Party except in performance of this Agreement and not to disclose such information to third parties (other than, as determined by the Receiving Party in good faith, those persons with a"
5663,Intellectual Property
864,"1	Target time frames are measured from creation of a case number per the process described above. Since Defects may not be resolvable within a specific timeframe due to complexity of the solution and other factors, resolution targets are goals and not commitments. The use of the terms “hours” and “days” refer to ""business hours"" and ""business days,"" are based on COMPANY’ regular business schedule, and exclude weekends and COMPANY locally-observed holidays."
8227,"Therefore Partner will provide
•        Client Site Application education website development, hosting and maintenance
•        Direct ongoing account management with Client required to introduce, educate and manage the direct interaction with Application Client administrators and counselors

Company will provide
•        SAT and ACT online courses integrated into Client Site developed by Partner
•        Online course hierarchy implemented to meet the requirements of Application Client reporting 
•        Student registration and authentication
•        Customer support of online courses
•        Data collection for reporting purposes
"
4573,"During the term of this Agreement and for a period of five (5) years after its expiration or termination, Company or its representative may, upon prior written notice to Customer at any time, and subject to Customer’s security rules and policies and applicable laws and/or regulations, inspect the computer processors, facilities, and premises of Customer during normal working hours for the purpose of verifying Customer's compliance with the terms and conditions of this Agreement and the Attachments. In conducting any such inspection, Company shall use all reasonable efforts to minimize the disruption of Customer's normal business activi¬ties. Company shall be entitled to copy or otherwise reproduce any items that Customer may have in its possession or under its control which violate the terms and conditions of this Agreement or the Attachments. "
4054,"Components. The Software may contain or be provided with certain third party software licensed by its owners under its own license (collectively, the “Third Party Software”). Third Party Software is subject to the terms of the third party software license accompanying or otherwise applicable to that Third Party Software (“Third Party License”). The Third Party Licenses are set forth in the Documentation. The terms of the applicable Third Party License will apply to the Third Party Software independent of the terms of this Agreement. You may not use any component contained in or provided with the Software on a standalone basis or to interoperate with any program(s) other than the  Software. Certain functionality of the Software requires creation of an executable  file  using  the  Windows  Pre-Installation Environment. You hereby authorize COMPANY to download the Windows Pre-Installation Environment on your behalf, to build the executable, and upload it to you to use as part of the Solution."
7169,ROUTING & TRANSIT #:
9263,"Your shall indemnify, defend and hold Company harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) Your acts and omissions to act in using the Software and/or the Services pursuant to the terms of the EULA or (ii) Your breach of this EULA "
586,“Products” means products developed by COMPANY  that are purchased by Customer directly from COMPANY  or through a COMPANY  authorized reseller.
8004,"The Licensee acknowledges that the Services are licensed by the Licensor, not sold. Except for the limited license granted in Section 2.1, the Licensor and/or its licensors own all rights, title and interests, including all intellectual property rights, in and to the Services, the software, materials and other related content (excluding the Licensee’s Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Licensee or any other party relating to the Services. The Services also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners."
1265,"11. Ordering Activity Representations. Ordering Activity represents and warrants that at all times during the Term of the Agreement that:
(a) Ordering Activity is a valid business, has a true business identity, and is not an adult entertainment service of any kind, business that operates out of an apartment or within a residence, credit counseling firm, credit repair clinic, an online gambling business of any kind, massage or tattoo service, an individual seeking information for their private use, or a company or individual involved in spiritual counseling.
(b) Ordering Activity shall use the PRODUCT Services exclusively within Ordering Activity’s own organization for the purpose of fraud prevention and for no other purpose and that it shall use and ensure that its Authorized Agents and authorized Service Providers access the PRODUCT Services in accordance with the terms of the Agreement.
(c) Ordering Activity shall use the PRODUCT Services, including the transmission of ID Subject Content to CONTRACTOR, in a manner that (i) complies with all applicable federal, state and local laws, rules, regulations and ordinances, including those governing privacy, data protection, fair information practices, public records, marketing to consumers and consumers’ rights to privacy; (ii) does not, in any way or for any purpose, infringe any third party’s intellectual or proprietary rights, including but not limited to, copyright, patent, trademark, or trade secret; (iii) is not defamatory, libelous, harmful to minors, obscene, pornographic, unlawfully threatening or unlawfully harassing.
(d) Ordering Activity shall not share or permit the use of the PRODUCT Services, in whole or in part, with any third party including, but not limited to, Ordering Activity’s parent, affiliates, subsidiaries, contractors, service providers, joint marketing partners, without the express prior written consent of CONTRACTOR. In the event CONTRACTOR provides such consent, Ordering Activity shall remain responsible to CONTRACTOR for the actions of such third parties.
(e) Ordering Activity has the right to transmit and authorize CONTRACTOR to use ID Subject Content and hereby authorizes CONTRACTOR to use ID Subject Content as required to perform the PRODUCT Services; analyze, enhance or improve the performance of the PRODUCT Services; and disclose ID Subject Content as required by law or the operation of the PRODUCT Services. Ordering Activity will timely, reliably and accurately relay the Queries, Answers and other ID Subject Content to and from CONTRACTOR and the applicable ID Subject.
(f) Ordering Activity shall not provide CONTRACTOR with any Protected Health Information (as that term is defined in 45 C.F.R. Sec. 160.103) or with Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or with information from such records without the execution of a separate agreement between the parties.
(g) When providing ID Subjects with access to the PRODUCT Services via the Internet, Ordering Activity shall adopt, publish, maintain and adhere to a privacy policy and upon request from CONTRACTOR, provide CONTRACTOR with a copy of Ordering Activity’s privacy policy.
(h) Ordering Activity shall establish and maintain a manual verification process in the event that Ordering Activity determines that an ID Subject does not pass the Risk Decision Threshold or a flag is received from the PRODUCT Services indicating a possible match from a fraud detection database.
(i) Ordering Activity shall not (i) access or use or allow the access or use of the PRODUCT Services from Internet Protocol addresses located outside of the Permitted Territory regardless of whether such use or access is by off-shore Authorized Agents or authorized Service Providers of Ordering Activity or an off-shore department or division of Ordering Activity, or (ii) export or permit the export of the PRODUCT Services outside of the Permitted Territory. Ordering Activity shall not transmit any user guides, manuals, operator guides, installation guides, and other similar materials (or any portions thereof) generally made available to CONTRACTOR’s Ordering Activities to facilitate proper use of the PRODUCT Services (collectively, the “Documentation”) to locations outside of the Permitted Territory.
(j) Ordering Activity shall ensure that its connection or transmission to the PRODUCT Services is free of bugs, viruses, “time-bombs” or other functions, routines, devices or instructions that may create or allow unauthorized access to or interruption of the PRODUCT Services.
(k) Ordering Activity shall not: (i) sell, convey, license, sublicense, copy, commingle, archive, reproduce, display, publish, disclose, distribute, disseminate, transfer, use or otherwise make available the PRODUCT Services, or any portion thereof, to another in any manner or by any means; (ii) reverse engineer, decompile, modify in any manner or create derivative works from the PRODUCT Services; or (iii) interface or connect the PRODUCT Services with any other computer software or system."
5693,"Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques."
5518,"In the event of a hardware system failure during the period of the Basic Support Service Program purchased, the unit will be either repaired or at Contractor through COMPANY' option or replaced with a new or reconditioned unit of equal or better value. This service requires a Phone Support evaluation of the failed system by an COMPANY Technical Support personnel, and the issuance of a Technical Support RMA number. The LICENSEE must ship the failed unit to COMPANY. The RMA number must be clearly indicated on the box and shipping papers. Failure to do so will result in delays. A repaired or replacement unit will be shipped at COMPANY' expense within 3 business days after receipt of the failed unit."
8283,"This agreement  is governed by United States Federal law.

Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.

Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. Vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.  

This Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them.  A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs.

Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).
"
1007,1.1.4.        “Documentation” means the user and technical manuals and other documentation including in electronic format corresponding to the Solution(s) specified in the Original Purchase Documents.
1346,"12.10 Entire Agreement; Construction. This Agreement constitutes the complete and exclusive agreement between the parties and supersede any and all prior communications, representations and understandings, whether written or oral. There are no third-party beneficiaries of either party. Section headings are for convenience only and shall not affect interpretation of the relevant section. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. Execution and delivery of this Agreement may be evidenced by facsimile or PDF (Portable Document Format) and shall hold the same force and effect as an original signature for purposes of binding the Parties."
5915,"Licensee shall not use COMPANY’ name, logo or other identifying information in any marketing, advertising or other publication without COMPANY’s express written approval. COMPANY may advertise Licensee’s use of its Software and/or Services to the extent permitted by the General Services Acquisition Regulation (AGENCYR) 552.203-71- RESTRICTION IN ADVERTISING.."
1263,11. Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the Federal laws of the Country
4098,"Confidentiality, Ownership, and Proprietary Information"
2840,9. Reserved.
4722,"Entire Agreement. This Agreement, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.  COMPANY reserves the right to modify this agreement, without notice, at any time.  This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms of any Service Order Form or Statement of Work, as applicable, shall supersede the terms of this Agreement and that this Agreement shall supersede the terms in any Customer purchase order or other ordering documents.  This Agreement shall also supersede the terms of any shrinkwrap, click-through or break-the-seal license agreement included in any package or downloadable version of COMPANY-furnished software, except terms contained in such license agreement that grant specific use rights for the Service."
4677,End user license agreement	4
1405,"13. Dispute Resolution.        
COMPANY When the End User is an instrumentality of the Country, recourse against the Country for any alleged breach of this Agreement must be made as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, we shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer."
2106,"4. EVALUATION VERSIONS. Evaluation versions of COMPANY, if and when available from COMPANY, are governed by the terms and conditions specified in the separate COMPANYTrial Agreement."
1428,"13.2 Company has the right to subcontract the performance of the Company Solutions to third parties, provided that Company remains responsible for the contractual obligations according to this Agreement, including any applicable Addendum."
432,“COMPANY”: means COMPANY Inc.
3494,By:
1331,"12. Non-waiver of Default: In the event of any default by Buyer, COMPANYmaybring a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, COMPANYshall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.."
7934,The features of Company) are set forth in the Service Guide and in an SOW.  Company does not support 911 calling in the United States or 911-equivalent calling outside the United States.  The methods of providing such features and the scope and extent thereof shall be determined by Company in its sole discretion.  Customer is responsible for all activity in connection with the Company or Customer’s Control Center account. Company and the Company supplier reserve the right to temporarily suspend  use of the Company for apparent device malfunctions that impact the operation of the Company or violations of the terms of the Company.  Company’s use of the Company is subject to the Company terms of service. 
8183,The term of Services shall be as set forth in a Purchase Order.
2228,"4.4. Usage Data. You acknowledge that We may monitor usage of Our Basic Blueprints and report such usage on a generic, aggregated and anonymous basis to other users of the Basic Blueprints."
362,"""Professional Services"" means consulting and/or technical services, offered by LICENSOR and/or one of its Partners to LICENSEEs, and are required for installation of the Software. Professional Services are not included in Software Assurance and Technical Support. If LICENSEE does not have a current subscription to Software Assurance, Support Requests during the lapse period will be considered and billed as Professional Services."
3985,"COMPANY, Inc.,       AGENCY"
8048,The parties agree that facsimile and/or electronic copies of this Agreement and/or signatures shall be binding to the same extent and in the same manner as if originally signed and transmitted by hand.
7490,"Subject to the terms and conditions of this Agreement, Company will provide the Customer with a subscription to access its cloud-based network management, connectivity and security services, and other related services, provided by Company through the Internet as described at the www.company.com/sla or as otherwise documented and made available to Customer upon request by Company (collectively referred to as the “Service”).  Access to the Service may require the Customer to download and install certain software applications (the “Client Software”) which is covered under a License (below).  The License may also be presented to anyone downloading the Client Software and for the avoidance of doubt, in the event of any conflict between the License contained in this Agreement and any license accepted to download the Client Software, the License in this Agreement shall prevail."
7267,"Service Availability of a Platform
< 99.9% - >= 99.0%
< 99.0% - >= 95.0%
< 95.0%
"
866,"1          Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any portion of the Service, documentation or data related to the Service (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Service; use the Services for timesharing or service bureau purposes or for any purpose other than its own inter nal use unless Customer is a Managed Service Provider (“MSP”) and has reviewed and agreed to be bound by the additional terms and conditions set forth in the Managed Service Provider Addendum (“MSP Addendum”) available at  Company which is hereby incorporated herein by reference (if you do not unconditionally agree to all terms of the MSP Terms, click the “CANCEL” or browser back button and the account registration or setup process will not continue);  use the Services in connection with any high risk or strict liability activity; use the Service other than in accordance with this Agreement and in compliance with all applicable laws and regulations, including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation; run or use any processes that run or are activated while Customer is not logged on to the Services or that “crawl,” “scrape,” or “spider” the Service; or use the Service in any manner that (i) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulg ar, obscene, libelous, or otherwise objectionable (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (ii) impersonates any person or entity, including without limitation any employee or representative of Company, or (iii) contains a virus, Trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).   Notwithstanding anything to the contrary, Company reserves the right to suspend or limit Customer’s access to the Service if Company determines, in its sole discretion, that Customer’s use of the Service does o r is likely to: (a) damage the Service or interfere with Company’s ability to reliably provide the Service to other users; or (b) place an unreasonable or unexpected load on the Service (c) there is a threat or attack on the cloud servers hosting the Services (including a denial of service attack) or other event that may create a risk to the Services, to Customer or to any other user of the Services; (d) Customer’s use of the Services disrupts or poses a security risk to the Services or any other user of the Services, may harm Company’s systems or any other user of the Services, or may subject Company or a ny third party to liability; (e) Customer is misusing the Services or using the Services for fraudulent or illegal activities; (f) subject to applicable law, Customer has ceased to continue Customer’s business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (g) Customer is using the Services in breach of the Agreement; (h) Customer is in default of Customer’s payment obligations hereunder; or (g) there is an unusual spike or increase in Customer’s use of the Services (collectively, ""Service Suspensions"").  Customer understands that many of the reasons for suspension listed above are imposed on us by third party licensors, are subject to change without notice, and may result in Customer’s access to the Services being suspended as a result of the actions of other users.  Company will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices posted on the website or sent to Customer’s registered e-mail address) and to provide updates regarding resumption of Customer’s access to the Services following any Service Suspension.  Company will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur as a result of any Service Suspension or limitations related to carrier coverage or support. 
"
1592,"18. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY, ITS RESELLERS, OR ITS LICENSORS BE LIABLE TO ORDERING ACTIVITY OR TO ANY THIRD PARTY FOR (A) ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR (B) AMOUNTS EXCEEDING THE CONTRACT PRICE. THIS SECTION 18 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law. THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION)."
5650,"Installation. If ordered at separate charge, COMPANY will install product for Buyer. COMPANY products and services operate in conjunction with Buyers communications services and equipment. Buyer is responsible for determining the suitability of the product purchased from COMPANY both for use with Buyers communication services and equipment and for the intended application."
5808,"LICENSE GRANT.  Company hereby grants the end-user Ordering Activity under GSA Schedule contracts (“Customer” “You” or “Ordering Activity”) a revocable, nontransferable, and non-exclusive license to use the Software Product strictly in accordance with the terms of this License in machine-readable, object code form only.  This License shall extend to all updates, upgrades, and revisions supplied by Company or its affiliates, unless otherwise determined by Company.  "
601,“Recipient” means a party receiving Confidential Information.
8936,"Vendor by its employees or agents may audit, with thirty (30) days' prior written notice, Customer's available records related to the use of the Software, to verify that Customer's use of the Software is in accor¬dance to the constraints of this Agreement. Vendor will bear the expense of an audit. with the exception of instances where the Customer is found, through such an audit, to be materially in violation of this Agreement, in which case, Customer will reimburse Vendor for the time, travel and material costs and fees reasonably associated with the audit . Audits will be conducted during regular business hours at Customer's facilities, be subject to Government security requirements, and will not unreasonably interfere with Customer's business. Audits will be conducted no more than twice once in any twelve-month period. Vendor will invoice Customer and for Customer will promptly pay any adjustments to License Fees sufficient to cover the unauthorized use or other amounts due revealed by such audit. Customer will pay the additional License Fees for such unauthorized use within thirty (30) days of receipt of invoice. Payment will be due together with interest at 1.0 percent per month, compounded daily, or if less, at the highest legally permitted rate. The audit and its results will be subject to the restrictions of this Agreement regarding Confidential Information. "
901,"1. “Token -Based” Model. If an Optional Product is licensed under a “Token-Based” model, then the “quantity” for that Optional Product as set forth in the applicable order document shall reflect the number of Tokens enabled for use of that Optional Product, and access to and use of each such licensed Optional Product at any moment in time will be limited by the number of enabled Tokens then available for check- out. The licensing (enablement) of each Optional Product requires payment of additional fees. To license any Optional Product under the “Token -Based” model, Ordering Activity is required to pay a license (enablement) fee for all Tokens in the Ordering Activity Token-pool. No partial enablement of the Token -pool permitted."
8877,upon written consent of both parties.
6135,Maintenance Support
5960,"Licensor and Customer with respect to the subject matter of this Agreement and supersedes all earlier agreements and understandings, oral and written, between the parties. Notwithstanding the foregoing, this Agreement may be executed simultaneously in one or more counterparts (each a “Counterpart”) each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. In the event of any conflict between this Agreement and a Counterpart, the conflict shall be resolved"
2170,"4.1.11 To repair cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; or,"
4390,defects or errors in any way related to the Customer not affording the Company proper access to the Software to provide the Services (as applicable);
1362,"12.4	Assignment.  Neither party may assign, transfer or delegate any or all of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided that upon prior written notice to the other party, either party may assign this Agreement, in whole, to an affiliate of that party or to a successor of all or substantially all of the assets of that party through merger, reorganization, consolidation or acquisition. No assignment will relieve the assigning party of any of its obligations hereunder . If a party makes any attempted assignment, transfer or other conveyance in violation of the foregoing, the attempted assignment, transfer, or other conveyance will be null and void, and the other party will have the right to terminate this Agreement immediately upon written notice. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  "
531,“License” has the meaning ascribed thereto in Section 2.
5012,"Force Majeure.  Neither party shall be liable for any loss, damage, or penalty resulting from delays or failures in performance resulting from acts of God, material shortages, or other causes beyond such party’s remedy or control."
4470,"Disclaimer of Certain Damages. IN NO EVENT SHALL LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR TORT PRODUCTGES, INCLUDING, WITHOUT LIMITATION, ANY PRODUCTGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE LICENSED SOFTWARE PROGRAMS OR LICENSOR’S PERFORMANCE OF SERVICES OR ANY OTHER OBLIGATIONS RELATING TO THIS AGREEMENT OF THE LICENSED SOFTWARE PROGRAMS, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH PRODUCTGES."
2835,"9. Limitation of Liability.
9.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Products. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury."
3096,"Alternatively, please contact us at ."
9163,"You agree to exercise all reasonable efforts to resolve any dispute with Licensor arising hereunder or relating to this Agreement through informal negotiation .  In the event a formal proceeding is initiated with respect to any dispute arising under or relating to this Agreement, you agree that in any such proceeding you irrevocably waive any and all rights to a jury trial relating to, or in conjunction with, any such dispute"
6348,"NON-SOLICITATION.
During this Agreement, and for a period of one (1) year immediately following the termination or expiration of this Agreement, Customer agrees not to solicit or induce any employee or independent contractor of Company involved in the performance of this Agreement to terminate or breach an employment, contractual or other relationship with Company."
5528,"In the event that any provision of this EULA is declared invalid or unenforceable, the remaining provisions hereof shall be applicable."
3739,COMPANY LLC SUPPORT SUPPLEMENT
3221,"Application of Limitations and Exclusions.  Except as otherwise explicitly specified, the limitations in the foregoing Section 4.1 of these General Terms and Conditions will apply to all causes of action and regardless of the form of action including, but not limited to, breach of contract, strict liability, tort including, but not limited to, negligence.
"
2581,"7. Security. Company will provide Ordering Activity with information necessary to access and use the Platform. Ordering Activity must use reasonable care to protect the confidentiality of Ordering Activity’s access information, and Ordering Activity are solely responsible for any use of the Platform that is enabled by means of Ordering Activity’s access information, even if the use is unauthorized. Ordering Activity must notify Company immediately if Ordering Activity believes the confidentiality of Ordering Activity’s access information has been compromised. Company will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Platform. On Ordering Activity’s request, Company will provide Ordering Activity with a description of its security measures for the Platform (the “Security Documentation”). Ordering Activity acknowledge that the Security Documentation is sensitive confidential information of Company and agree that Ordering Activity will not disclose the Security Documentation to any third party or use the Security Documentation for any purpose other than evaluating the security of the Platform. Ordering Activity, and not Company, is responsible for deciding if Company’s security measures meet Ordering Activity’s requirements in light of Ordering Activity’s business goals and any laws or regulations applicable to Ordering Activity’s business. Ordering Activity agree that Company is not responsible for any harm Ordering Activity may suffer as a result of a security incident arising from Ordering Activity’s use of the Platform unless the incident resulted from Company’s failure to properly implement and maintain the security measures described in its Security Documentation."
7665,"Term and Term 
Limiation onTerm. This Agreement shall remain in effect for the term specified in the Government purchase order.
Reserved]
[Reserved]
When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, COMPANY shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.                                                                                                                                                                                                "
6053,"Limitations on License and Software Use. Notwithstanding any term or condition of this agreement, no user shall have any right or license to: (i) use or copy the Software except as expressly authorized herein solely for the Governmental Use, (ii) create derivative works from the Software except for the Governmental Use, (iii) merge, publish or distribute the Software to any third party, (iii) receive any upgrades, support or bug fixes for the Software after the applicable Task Order has expired or been terminated, or (iv) charge or derive any revenue whatsoever from the sale, licensing or distribution of the Software. Except as expressly provided in this License Agreement, nothing in this License Agreement transfers any right, title or interest in the Software to You or any third party. You shall not modify, reverse engineer, de-compile or dis-assemble any source code of the Software or remove any Attribution Notice (defined below), or any other proprietary notices of COMPANY from the Software."
655,“Support Services” means support services in connection with the Products and SERVICE.
8974,Waiver. The waiver or failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder.
3257,"As a server/client application that enables users to manage materials data and to execute processes on external compute resources, a typical implementation of Application will require multiple license types in operation. The Application licenses and quantities ordered, if any, by Ordering Activity will be as set forth in the body of the applicable order schedule (or other order document) entered into by Contractor and Ordering Activity."
4510,"Disclosure of Confidential Information. Each Party agrees that it will not disclose any Confidential Information to any individuals, including employees, except on a need-to- know basis as is necessary for performance under this and any other agreement between the Parties. Each Party agrees that it will not disclose any Confidential Information to any third parties without the express written consent of the disclosing Party. Each Party agrees to advise any individual and/or entity receiving Confidential Information of the limitations on its use and disclosure set forth herein, and to require such individual and/or entity to execute a confidentiality and non-disclosure agreement at least as restrictive as this agreement. The receiving Party shall ensure that all disclosures to its employees or to third parties hereunder are marked with appropriate legends, as required or permitted under Government regulations, in order to preserve the proprietary nature of the information and the initial disclosing Party's rights therein. The receiving Party shall be responsible for any unauthorized use and disclosure of Confidential Information by any individual or entity to whom the receiving Party provides the disclosing Party’s Confidential Information, as if committed by the receiving Party."
5491,"IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR USER DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR OTHER SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY COMPANY PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED BY COMPANY UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF COMPANY IN CONNECTION WITH ANY AND ALL CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY COMPANY PRODUCTS AND SERVICES FURNISHED OR TO BE FURNISHED BY COMPANY UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE CONTRACT PRICE AMOUNT PAID BY YOU TO COMPANY FOR YOUR SUBSCRIPTION OF COMPANY PRODUCTS AND SERVICES UNDER THIS AGREEMENT.  THE FOREGOING LIMITATIONS OF LIABILITY IN THIS SECTION 15, WITH RESPECT TO COMPANY AUSTRALIA CUSTOMERS, ARE SUBJECT TO THE AUSTRALIAN CONSUMER LAW AND SECTION 15(B) OF THIS EULA.  The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law"
8794,U.S.C. §516.
5965,LICENSOR owns and licenses proprietary software identified in the attached APPENDIX A – Licensed Materials and Software Assurance. LICENSOR and LICENSEE desire to enter into this agreement under which LICENSEE will acquire the right to use LICENSOR's software.
7575,SUPPORT.
9249,"You will receive the remedy elected by COMPANY Ltd without charge, except that You are responsible for any expenses You may incur (e.g. cost of shipping the Product to/from COMPANY Ltd). This Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will  be warranted for thirty (30) days. To exercise Your remedy, contact COMPANY Ltd with proof of purchase from an authorized international source."
4490,"DISCLAIMER RE HIGH RISK ACTIVITIES. Licensee acknowledges that the Licensed Software is not de- signed, licensed, or intended for use in the design, construction, operation, or maintenance of high risk activities requiring fail-safe performance or in which failure of or error in the Licensed Software or any ap- plication using the Licensed Software could lead to death, personal injury, or significant physical or envi- ronmental damage (including, but not limited to, use with respect to any nuclear facility, aircraft navigation or communications system, air traffic control, weapons system, life support equipment, or real-time control equipment). Licensee expressly assumes all risk for such use, and COMPANY disclaims any express or im- plied warranty of fitness for such use and shall not be liable to Licensee or any third party under any theory of liability in respect of such use."
6870,"provided that the Customer provides the Company with all information that may be necessary to assist the Company in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Company to re-create the defect or fault."
5120,General Terms Applicable to the Service Level Agreement for the Services.
8670,"to post derived products as browse images or equivalent (resampled to 20 meters) to internet web sites after notifying COMPANY of the URL that will be used, provided that the END USER conspicuously marks the copyright. Such posting shall be used for END USER business promotion purposes only. In no event this Agreement allows downloading of the posting by third parties, nor using to distribute, sell, assign, dispose of, lease, sublicense or transfer such posting."
3769,"COMPANY may supply to the END-USER a digital product with a footprint larger than the AREA OF INTEREST. Notwithstanding the supply of such additional data, the rights described below (except referred to in paragraphs (a) and (b)) are granted with respect to the AREA OF INTEREST only. Therefore, no right (except referred to in paragraphs (a) and (b)) is hereby granted to the END-USER on any part of the PRODUCT IMAGERY out of the AREA OF INTEREST."
8778,"U.S. Government Restricted Rights. If LICENSEE is a U.S. Government agency, department or other entity or any other entity seeking or applying rights similar to those customarily claimed by the U.S. government or acquired the license to the Program pursuant to a U.S. government contract or with U.S. government funds, LICENSEE’s use, duplication, reproduction, release, modification, disclosure or transfer of the Program is restricted in accordance with the limited or restricted rights as described in DFARS 252.227-7014(a)(1) (MAR 2011) (DOD commercial computer software definition), DFARS 227.7202-1 (DOD policy on commercial computer software), FAR 52.227-19 (DEC 2007) (commercial computer software clause for civilian agencies), DFARS 252.227-7015 (MAR 2011) (DOD technical data - commercial items clause); FAR 52.227-14 Alternates I, II,"
810,(iv) reduce the Software by any other means to a human-perceivable form.
376,"""Software Updates” means the object code form of the updates, modifications, or new releases of the Software that Company generally makes available via the Company Website at no additional charge to its customers Company Service Fees . Software Updates may be used in accordance with the terms and restrictions relating to Software hereunder. Software Updates do not include products, modules or options that are designated by Company as new products, modules, or options for which Company charges a separate fee in accordance with the GSA Price list."
8633,Title: 	_	Title
4755,Escalation Initiation. Escalation may be initiated for a Severity 1 or Severity 2 issue from either COMPANY or Client via the escalation path provided by COMPANY.
4773,Examples of system and network security violations include the following:
2324,5. Support and Maintenance Services. Information about Company’s support and maintenance for the Licensed Product may be found at http. This information is provided as a reference and not designed to bind the Ordering Activity.
6950,"Redundant Cloud Infrastructure. COMPANY utilizes multiple Internet Service Providers (“ISP”), switches, and servers to provide for automatic fallover with minimum downtime in case of any interruptions to COMPANY’ cloud-based Hosted Software."
171,"
INFRINGEMENT INDEMNIFICATION"
3846,"COMPANY shall not be liable to LICENSEE for indirect, special, incidental, exemplary or consequential damages (including, without limitation, lost profits) related to this LICENSE or resulting from LICENSEE's use or inability"
5997,"Limitation of Liability  
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE.  COMPANY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS SOFTWARE LICENSE AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM.  ANY DAMAGE IN YOUR FAVOR AGAINST COMPANY SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY. 
"
5049,"free from defects in materials and workmanship under normal use. If the disks or CD or documentation fail to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge if you return the defective disk or documentation to us (postage paid) with a dated proof of purchase."
740,"(a) Make, use, copy, merge, transfer, sublicense, lend, loan, lease, or rent copies of the Software or documentation or any part thereof except as provided in this Agreement;"
7706,"TERM.
Initial Term. Provided that Customer has paid the applicable Company fees, the initial Term for each Product shall commence on the date such Product is shipped or, for a virtual Product, the date on which it is first made available electronically. A Product’s shipment date is set forth on the Company packaging material.
Termination. Termination shall be governed by the FAR 52.212-4 and the Contract Disputes Act, 41 U.S.C. §§ 7101 et seq., subject to the following exceptions: Company may request cancellation or termination of the Agreement if such remedy is granted to it after conclusion of the Contracts Disputes Act dispute resolutions process or if such remedy is otherwise ordered by a United States Federal Court. Company shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Customer’s Contracting Officer In the event of any termination of this Agreement, Customer will be invoiced all earned and unpaid fees for Company services, whether invoiced or work in process, up to the effective date of termination. Any unearned payments made in advance to Company are non-refundable.  Sections 3.4 (Termination), 9 (Ownership and Use), 10 (Warranties; Disclaimer), 11 (Confidential Information), 13 (Limitation of Liability), 14 (Non-Solicitation), 15.3 (Compliance with Laws) and 16 (General) shall survive termination or expiration of this Agreement for any reason."
9124,"Without COMPANY’s prior written consent, you may not:"
2174,"4.1.13 To repair or replace any Product for which the total price for the Product has not been paid by the due date for payment; or,"
2711,8. This Agreement will be governed in accordance with the Federal laws of the United States..
7621,"System StabilityRoutine System Monitoring. COMPANY utilizes monitoring tools to monitor software (applications, operating system, databases, etc.) and hardware (routers, switches, servers, etc.) performance and integrity. These tools are configured to send prioritized alerts to designated engineers in case of any downtime or failure of any infrastructure or application. The COMPANY System Administrator and/or Technical Manager also regularly monitor the COMPANY data center for Preventative Maintenance issues, such as the availability of updates, patches, and/or other changes to the operating system of the Hosted Software.
Routine System Reporting. COMPANY’ monitoring tools provide COMPANY and Licensees with weekly reports of Licensee’s system usage including Service Levels, response times, and CPU, memory, disk, and bandwidth utilizations.																									"
8728,"Trade Compliance. Each Party shall comply with applicable laws that govern the import, export, or re-export of data or materials supplied under this Agreement. Without limiting the foregoing, Customer agrees that it shall not sell, distribute, disclose, release, or otherwise transfer any item or technical data provided under this Agreement to: (i) any country designated as a ""State Sponsor of Terrorism"" by the U.S. Department of State including, for this Agreement, the countries of Cuba and North Korea (ii) any entity located in, or owned by an entity located in, a ""State Sponsor of Terrorism"" country, Cuba, or North Korea, (iii) the region of Crimea, or (iv) any person or entity listed on the “Entity List” or ""Denied Persons List"" maintained by the U.S. Department of Commerce, the list of ""Specifically Designated Nationals and Blocked Persons"" maintained by the U.S. Department of the Treasury or any other applicable prohibited party list of the US Government. This clause shall apply regardless of the legality of such a transaction under local law. Except as otherwise agreed in writing between the Parties, each Party shall be responsible for obtaining and maintaining any authorization required for its performance under this Agreement (including the transfer any item or technical data under this Agreement), such as export license, import license, exchange permit or other required government export or import authorization.  Each Party shall provide reasonable assistance necessary for the other Party to secure and comply with such authorizations as may be required. Each Party shall not be liable if any government export authorization is delayed, denied, revoked, restricted or not renewed despite commercially reasonable efforts by the Party. Additionally, such delay, denial, revocation or non-renewal shall not constitute a breach of this Agreement. Customer acknowledges that Company may conduct periodic screening of Customer and of its beneficial owners to comply with applicable laws and consents to the foregoing, subject to Government security requirements. "
2936,"Access and Use Monitoring. COMPANY will monitor COMPANY’ user access to and use of the Hosting Service for security, performance evaluation, and system utilization purposes."
8933,v1.0
488,"“Emergency Maintenance” means downtime of the Hosting Service outside of the Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or to undertake other urgent maintenance activities. If Emergency Maintenance is required, COMPANY will immediately contact Client and provide the expected start time of the Emergency Maintenance, its planned duration, and whether COMPANY expects the Hosting Service to be unavailable during the Emergency Maintenance."
9072,"When it comes to protecting your corporate data, response time is paramount. PRODUCT picks up where traditional security tools fail."
6383,Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.
1275,"11. Reserved. Entire Agreement; Severability. This Agreement, together with the underlying GSA Schedule Contract and Schedule Pricelist, as well as any ordering documents prepared or signed by Company specifying the Term of the subscription and applicable limitations (such as the maximum number of daily Actions) constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This agreement may not be amended, supplemented or otherwise modified except by a written agreement executed by an authorized representative of both parties. If for any reason any provision of this agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (b) such provision will remain in effect to the extent that it is not invalid or unenforceable; and (c) such invalidity or unenforceability will not affect any other provision of this agreement."
7574,"Support, Maintenance and PRODUCT-Related Services"
5298,"I. IN-LICENSED MATERIALS

The software licensed under the Customer Agreement may contain or be provided with the In-Licensed Materials listed below. Such In-Licensed Materials shall be deemed “Software” (and subject to the same terms and conditions applicable to “Software”) under the Customer Agreement notwithstanding anything to the contrary therein; provided, however, in connection therewith, additional or different terms are applicable as identified below. In-Licensed Materials shall have the meaning set forth in the Customer Agreement if defined therein; otherwise “In-Licensed Materials” means software, services or other technology software that is not proprietary to Company but has been licensed to Company and is contained in or may interoperate with the Software.
"
968,"1.1. “Authorized User” means Your employee(s) (or other third-party consultants as authorized by You under Section 5.2 of this Agreement) who is authorized by You to access or use the COMPANY Software, the COMPANY Hosting or access the Ordering Activity Support in the manner authorized in this Agreement and within the scope identified in an Order Form."
3553,"Certain Other Restrictions. You may not (i) sell, rent, transfer, lend, provide or otherwise make available, or disclose to third parties, the Software or Documentation (except to independent contractors performing services directly for you and at your direction, provided that such persons are obligated to"
5130,"General. “APPLICATION SERVICES” are computer software applications, APIs, software platforms, and monitoring services that are hosted by Company and provided as a service by Company to Customer under Customer’s Account. Company shall provide Customer with remote access to the APPLICATION SERVICES for the term of Customer’s Paid Subscription. Customer agrees to use the APPLICATION SERVICES solely in accordance with this Agreement and the written documentation published or provided by Company for the APPLICATION SERVICES (collectively, “Service Documentation”).  "
8803,"Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System."
6497,On site support may be provided on an as-needed basis for an additional cost.
2082,"4.	Separate Agreement Required for Post-Warranty Support
Services provided by COMPANY to maintain and support the Licensed Software upon expiration of the Warranty Period (“Support Services”) shall be specified in a separate agreement between COMPANY and the Licensor (“Support Agreement”). Failure to obtain, maintain or to comply with terms of a Support Agreement with COMPANY may result in termination of this Agreement License pursuant to the the Contract Disputes Act .  The Licensed Software is licensed hereunder without support or right to any corrections, modifications, improvements, or extensions, including but not limited to Updates and Upgrades.
"
5991,Limitation of Liability
605,"“Restricted Release” shall mean any version of the Software marked alpha, beta, or which is otherwise designated as a restricted release."
4257,"Customer hereby acknowledges and agrees that it shall not use the Licensed Software or the Company Service for any purpose other than the purpose for which Company has developed the Licensed Software and Company Service, and that it shall use the Licensed Software and the Company Service in accordance with all applicable laws, rules, and regulations, including without limitation all export control laws and regulations. Except as expressly permitted by this Agreement, Customer shall not, nor permit anyone else to: (i) copy all or any portion of the Licensed Software or Company Service; (ii) decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted by applicable law, notwithstanding a contractual obligation to the contrary) the Licensed Software or the Company Service, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Licensed Software or Company Service or any portion thereof; (iii) modify, translate, or create any derivative works based upon the Licensed Software or the Company Service; (iv) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Licensed Software or Company Service, in whole or in part, to any third party; (v) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Licensed Software or the Company Service; (vi) perform, or release the results of, benchmark tests or other comparisons of the Licensed Software or the Company Service with other software or materials; (vii) access the Licensed Software or the Company Service from, or transfer the Licensed Software or Company Service to, any devices other than the Customer Equipment or to any site other than the Designated Site; (viii) permit the Licensed Software or Company Service to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing data or other information on behalf of any third party; (ix) incorporate the Licensed Software or Company Service or any portion thereof into any other compilations, materials, products, or services, or use the Licensed Software or Company Service for production purposes; or (x) use the Licensed Software or Company Service for any purpose other than in accordance with the terms and conditions of this Agreement. "
2956,adapt or modify all or any portion of the Software or Documentation for any purpose including (without limitation) for error correction;
3716,"COMPANY Indemnity. COMPANY will defend any action brought against Customer to the extent that it is based upon a third party claim that the COMPANY Solution infringes such third-party’s U.S. patent or foreign equivalent existing as of the Effective Date of the applicable Order or any copyright, or misappropriates any trade secret (each a “Claim”), and will pay any costs (including reasonable attorney’s fees) and damages finally awarded or paid in settlement of the Claim provided that Customer will give COMPANY: (i) prompt written notice of such Claim, (ii) afford COMPANY the opportunity to intervene in any litigation, at its own expense, through counsel of its choosing; and (iii) COMPANY shall provide all cooperation and assistance reasonably requested by the Government in the defense of the Claim, at its own expense.. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516"
4121,"Confidentiality. The Parties agree that aspects of the Software and associated documentation are the confidential property of Company. As such, Customer shall exercise all reasonable commercial efforts to maintain the Software and associated documentation in confidence, which at a minimum includes restricting access to the Software to Customer employees and contractors having a need to use the Software for Customer's internal business purposes.  Company recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor."
8115,the Service Fees shall be calculated in accordance with the Rates;
885,"1.        Licensed Product.  The parties are entering into this Agreement to establish an arrangement whereby Licensor is licensing certain application software programs, as described more fully in the attached Product Schedule and accompanying Documentation (the ""Licensed Product"") on terms and subject to the conditions set forth herein. "
2212,"4.2.2.        Termination for Material Breach.  Either party may terminate any Purchase Order or this Agreement upon 30 days advance notice to the other party if Company alleges there is any material breach of this Agreement, it may bring  a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Company shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officerby the other party, unless the defaulting party has cured the material breach within the 30-day notice period."
8038,"The number of Seats, Users, Servers, or CPUs to be licensed, and the Maximum Usage;"
3287,"Assignment and Enurement. Except as provided in this Section, the AGENCY Customer may not assign its rights under this"
3308,ASSIGNMENT. The Government shall not have the right to assign this Agreement or any of the rights associated with this Agreement to any party or legal entity without the prior written approval of COMPANY.
6355,Non-Waiver. No term or provision hereof will be deemed waived and no breach excused unless such waiver or consent will be in writing and signed by the Party claimed to have waived or consented.
1214,"10.2       Customer Indemnification.   Customer will defend Provider and its officers, directors, employees, agents, affiliates, successors and permitted assigns against any claim, suit, action or proceeding brought by a third party: (a) alleging that any information or materials provided by Customer (including Customer Data), or Provider’s receipt or use thereof, infringes any intellectual property right or misappropriates any trade secret of that third party; (b) arising from Customer’s use of the Services, System, or Content in breach of this Agreement, the Documentation, or an Order; (c) arising from Customer’s failure to comply with applicable law or failure to notify Provider in accordance with Section 8.2 (Business Associate Agreement) that Customer has become a Covered Entity or a Business Associate and is required to enter into a BAA with Provider (including any claims against Provider arising under HIPAA, such as breach notification claims); or (d) arising from a dispute between Customer and a Trial Participant or any client of Customer (including any Trial sponsor or site) (each of (a) – (d), a “Claim Against Provider”) and will pay all settlements entered into and damages awarded against Provider as a result of a Claim Against Provider"
6148,Managed IT Services Additional Terms of Service
3896,"COMPANY WARRANTS FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF DELIVERY THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE RELEVANT PRODUCT LITERATURE ACCOMPANYING THE SOFTWARE, AFTER THIS PERIOD, THE SOFTWARE IS PROVIDED ""AS IS"" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE  ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE."
6832,"Proprietary Rights Indemnification Obligation. Except as is excluded in Section  Licensor hereby agrees to defend and pay any damages awarded in a final judgment against Licensee, its officers, directors and employees (each, an “Indemnified Party” and collectively the “Indemnified Parties”) against any loss or damage arising out of or resulting from any claim, action or demand (collectively, a “Claim”) from a third party alleging that the use of the Licensed Software infringes any copyright of a third party under United States law. Upon notice of a Claim or if, in Licensor’s opinion, such a Claim is likely, Licensor  shall have the right, at its option, to satisfy its obligation of indemnification under this Section by: (i) replacing or modifying the Licensed Software with software which is functionally equivalent and noninfringing, (ii) obtaining a license for Licensee to continue the use of the Licensed Software, or (iii) accepting the return of the Licensed Software and returning the fee paid by Licensee therefor."
6533,"Ordering Activity has sole responsibility for establishing and administering the system through which the Central Administration Services Level Tool is used to add, reassign or inactivate Application named users accounts."
564,“Order Confirmation” means a purchased order issued by Ordering Activity COMPANYspecifying the Software and Support and Maintenance (if any) purchased by Ordering Activity that are subject to the terms of this Agreement. An Order Confirmation may also be referred to as a “License Certificate” or “License Certificate”.
1682,"2. Professional Services and Deliverables.
2.1 Professional Services and Deliverables. Subject to the terms and conditions of this EULA, and solely for your internal business purposes, we shall provide the Professional Services and the Deliverables, if any, to you as set forth in the applicable Order Form."
915,"1. Definitions and Interpretation
1.1 Unless stated otherwise in these terms:"
4514,"discretion and subject to prior return of the PRODUCT and all copies thereof to COMPANY, either replace the defective PRODUCT or refund the price paid by the END-USER for the PRODUCT. This clause does not limit or disclaim any of  the warranties specified in the AGENCY MAS contract under AGENCYR 552.212-4(o). In the event  of  a  breach  of warranty, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101-7109."
6940,"Recourse against the United States for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer."
3574,"Choice of Law. Subject to the Contracts Disputes Act, the validity, interpretation and enforcement of this Rider shall be governed by and construed in accordance with the Federal laws of the United States. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar Federal laws or regulations are enacted, to the extent allowed by Federal law, they will not apply to this Rider or the underlying Schedule Contract."
8318,"THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O). IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109"
8010,"the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;"
6407,"Notice. Each Program Schedule or Statement of Work will identify individuals who will serve as the Parties’ representatives as to technical and administrative matters. Except for quotes, orders, acknowledgments, invoices, payments and other usual and routine communications, all other notices required or permitted hereunder, including but not limited to notices of default or breach, shall be sent to such representatives at the addresses first set forth above and signed by an authorized representative of the sender. The address and contacts for either Party may be changed by written notice to the other. Such notices will be deemed to have been received (a) when hand delivered to such individuals by a representative of the sender;"
3446,By COMPANY.
711,"(1) hour of oral, email or written notification."
5204,"GRANT OF LICENSE. Upon Contractor’s acceptance of Ordering Activity’s Order Schedule, Contractor grants to Ordering Activity, and Ordering Activity accepts from Contractor, a non-exclusive, non-transferable license to use the Software specified in the Order Schedule (together with accompanying Documentation, if any), solely for Ordering Activity's own internal data processing purposes and subject to the terms and conditions of this Attachment. This license shall be in accordance with the limitations of the license type(s) and in the quantities specified in the Order Schedule. The license term(s) (duration) shall be as specified in the Order Schedule, subject to early termination as set forth in this Attachment."
1901,"3. Intellectual Property Infringement.
(a) By Company.  Except as set forth below, Company will defend at its expense any action brought against you to the extent that it is based on a claim that the Solution, when properly used within the scope of this Agreement, infringes a Country patent, copyright or trade secret of any third party, and Company will pay any costs, damages and reasonable attorneys’ fees finally awarded against you in, or payable in settlement of, such action which are directly attributable to such claim; provided that (i) Company is notified in writing promptly of the claim, (ii) you permit Company to assume control of the defense, compromise or settlement of said claim to the extent permitted under 28 U.S.C. 516, and (iii) you provide to Company reasonable cooperation, information and assistance in connection therewith.  If a final injunction is obtained against your use of the Solution by reason of infringement, or if in Company’s opinion the Solution is likely to become the subject of a successful claim of such infringement, Company may, at its option, either procure for you the right to continue using the Solution or replace or modify the same so that it becomes non-infringing (so long as the functionality is essentially unchanged).  In the event that neither of the foregoing is reasonably available, Company shall accept the return of the Solution, and Company, or Company’s reseller, shall grant to you a credit equal to (A) in the case of subscriptions, the amounts paid by You for any period of time during which You are unable to use the Solution, and (B) in the case of perpetual licenses, the fees paid by you for the Solution, less depreciation calculated on a straight-line basis over a five-year period.
(b) Reserved. 
(c) Entire Liability.  THE FOREGOING STATES THE ENTIRE LIABILITY OF COMPANY WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT.                                                                                                                                                                                                        "
1365,"12.4 Governing Law and Venue. This Agreement shall be governed by and construed under the State of Louisiana. The state courts of the State of Louisiana in East Baton Rouge Parish and, if the jurisdictional prerequisites exist at the time, the United States District Court for the Middle District of Louisiana, shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement .
"
4537,do anything not expressly permitted under Article 2.1.
3903,"COMPANY WARRANTS THAT IT SHALL PROVIDE SERVICES UNDER THIS AGREEMENT USING REASONABLE SKILL AND CARE. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE OR THE SERVICES TO BE RENDERED HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO  THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL PRODUCTGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF COMPANY, AND EVEN IF COMPANY OR ANY COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH PRODUCTGES. NOTWITHSTANDING ANY PRODUCTGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL PRODUCTGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL PRODUCTGES), THE ENTIRE LIABILITY OF COMPANY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT AND LICENSEE’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE MAINTENANCE FEES PAID TO LICENSEE FOR THE"
8921,use the Software to provide services to third parties;
744,"(b)	""Customer Agreement"" means the contract, standard terms, purchase order, or other purchasing documentation between each Licensee and Licensor or, if applicable, Licensor’s authorized reseller (""Reseller"") for purchase of the license for the Software and any related hardware."
6113,maintain a credential management process which includes assigning a unique ID to each person with computer access with a periodic password change requirement;
3986,"COMPANY, Inc., a STATE corporation with a principal place of business at ADDRESS (the “Licensor” or “COMPANY”) hereby licenses software and related documentation and materials (the “Software”, as further defined in Section 1 below) to AGENCY or Federal Agency (“Licensee”) subject to the Licensee’s acceptance of and full compliance with the terms and conditions of this license agreement (the “Agreement”)."
3562,CHANGES TO THIS COOKIES STATEMENT
7234,"Section 8 of the Agreement is expanded with a new Subsection 8.4, which shall read as follows:"
7599,"Suspension of End Users. If COMPANY reasonably believes an End User has breacheds this Agreement, or uses the Services in a manner that COMPANY reasonably believes will cause COMPANY liability or disrupt others’ use of  the Services, then COMPANY may request that the Customer suspend or close the applicable End User account until the breach has been cured or the use in such manner has stopped."
2208,"4.2.        When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Supplier shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer Either party may terminate this Agreement (but without prejudice to any other remedies that party may have) where the other party:
(a)        is in material breach of this Agreement and, where such breach is capable of remedy, fails to remedy that breach within 30 days (or, in the case of the Licensor, within 60 days) of a written notice requiring it to do so;
(b)        suffers an insolvency event; or
(c)        either party ceases or threatens to cease conducting its business in a normal manner. 
"
5261,"High Risk Activities. The Solution is not designed, manufactured, or intended for use in hazardous applications which require fail-safe performance, such as nuclear, aviation, navigation, military, life-support or other high risk activities where failure of the Solution could lead directly to death, personal injury and/or substantial property damage. You agree not to use the Solution for any such purposes, and COMPANY and its licensors and suppliers expressly disclaim and are released from any responsibility or liability for any and all damages that may be incurred due to the use of the Software in such applications."
3014,AGENCY (AGENCY) for PRODUCT 1 to 5 satellites imagery data;
7757,"Termination, suspension, or cancellation of this EULA shall be governed by AGENCYR 552.212-4(l) Termination for the LICENSEE’s Convenience, AGENCYR 552.121-4(m) Termination for Cause, AGENCYR 552.212-4(d) Disputes, and the Contract Disputes Act 41 U.S.C Chapter 71. In accordance with AGENCYR 552.212-4(w)(1)(iv), if the AGENCY MAS Contractor or COMPANY believes the END USER to be in breach of the EULA, the AGENCY MAS Contractor or COMPANY shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in AGENCYR 552.212-4(d) Disputes. The END USER shall have no right whatsoever to demand compensation or damages as a consequence of the termination of this license by COMPANY. Upon termination, the END USER shall return all PRODUCT data and derived products to COMPANY."
3981,"COMPANY, Inc. ADDRESS Support Phone Number: NUMBER"
7812,"The App may contain features that allow You to submit, post or display content through the App. You agree not to use or allow others to use the App, directly or indirectly through Your Device or wireless number in a way that violates COMPANY ’s Acceptable Use Policy . You are solely responsible for any liability arising out of any user-submitted content."
6864,provide such electronic and telephonic communication facilities as are reasonably required by the Company to provide the Services (including for testing and diagnostic purposes) at the Customer’s expense;
3946,Company will manage the coordination of all resources together with regular status updates on progress and estimates for resolution.
255," 2.3.1.        Such Beta Code is provided to You as a beta tester under a temporary, nontransferable, nonexclusive license
for experimental use to test and evaluate the Beta Code without charge for a limited period of time specified by COMPANY. In no event is COMPANY obligated to release any Beta Code commercially in any form. If You act as a beta tester of Beta Code for COMPANY, You agree to evaluate and test the Beta Code without compensation under conditions as directed by COMPANY. You further agree to communicate periodically with COMPANY to report on or discuss any malfunctions or suggested improvements to the Beta Code. You further agree that upon completion of Your evaluation and testing You will promptly send to COMPANY a written report summarizing Your evaluation of the Beta Code, including its strengths, weaknesses and recommended improvements."
7846,the Company shall cease the provision of all Services under all Order Forms;
2111,"4. Grant of License. Subject to all of the terms and conditions of this Agreement and the applicable Order Confirmation, COMPANY grants Ordering Activity a non-transferable, non-sublicensable, non-exclusive license to use, within the License Level, for Internal Purposes only, (i) Software, in accordance with the Documentation, and (ii) Documentation. Management of applications of any third party shall require a service provider license."
8461,"This End User License Agreement (“Agreement”) sets forth the terms and conditions of your use of Company Federal (the “Software”) as well as any updates, supplements, Internet-based services, and support services for the Software.  For the purposes of this Agreement, “you” means the end user, and “Licensor” means Company, LLC (COMPANY ) and its subsidiaries and affiliates"
8985,"Warranties and Representations. COMPANY warrants that this application will, for a period of ninety (90) days from the date of your receipt, perform substantially in accordance with COMPANY's written materials accompanying it.  COMPANY will either repair or replace the software during the warranty period.
BESIDES THE ABOVE LIMITED WARRANTY, COMPANY DOES NOT MAKE ANY WARRANTY AS TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 
THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O).  IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109."
8101,The remedies set forth in this Exhibit represent Client’s sole and exclusive remedy for COMPANY’ breach of the Service Level Agreement defined in this Exhibit.
9070,"when and as specified therein, but in any event no later than thirty (30) days after the date of invoice."
1055,"1.2 Account Keys. Provider will provide you with account keys which will allow you to access the Services via an account. You are responsible for all activities that occur under these account keys, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors or agents) and we are not responsible for unauthorized access to the account."
2819,"9. Buyer agrees to communicate to its customers that the Products are not intended for use in safety-critical or military applications (such as life support) where a failure of the Product would reasonably be expected to cause severe personal injury or death. Buyer represents that it has all necessary expertise in the safety and regulatory ramifications of its applications, and Buyer acknowledges and agrees that it is solely responsible for compliance with all legal, regulatory and safety-related requirements of applicable Federal, state, local or foreign governments and any agency or public authority thereof, concerning its products and any use of Products in Buyer's applications or resale of units containing Products, notwithstanding any applications-related information or support that may be provided by COMPANY. BUYER AGREES THAT, TO THE EXTENT BUYER WILL USE OR RESELL THE PRODUCTS TO ASSIST IN COLLECTION OF AMOUNTS OWED TO IT OR ITS CUSTOMERS, BUYER OR ITS CUSTOMERS, AS THE CASE MAY BE, WILL PROVIDE ITS OR THEIR CUSTOMERS WITH A WRITTEN DISCLOSURE EXPLAINING THE PURPOSE AND FUNCTIONALITY OF THE PRODUCTS AND, AS THE CASE MAY BE, OBTAIN ITS OR THEIR CUSTOMERS’ CONSENT TO THE INSTALLATION OF THE PRODUCTS AS A CONDITION, AS THE CASE MAY BE, TO BUYER’S OR ITS CUSTOMERS’ FINANCING ANY CUSTOMER’S PURCHASE OF A VEHICLE FROM BUYER OR ITS CUSTOMER. Buyer understands that certain GPS and/or starter disablement technology may not now, or in the future, be permitted by law in certain states. Buyer bears exclusive responsibility for verifying that the Products may be used in any particular installation or location. COMPANYshall not be liable for any claims or damages that may arise because the GPS and/or starter disablement technologies are not permitted in a particular jurisdiction and Buyer indemnifies COMPANYagainst such claims and damages."
2373,"5.3  THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733.  FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJCompanyTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION)."
4598,"e) This Agreement is the complete agreement and understanding of the parties with respect to the software and documentation, and supersedes all prior oral, written, or other representations and agreements. This Agreement may only be amended in writing by an authorized officer of Company and the Ordering Activity, without which Company expressly rejects any modifications to this Agreement and all additional terms and conditions."
943,1. Scope. This Agreement establishes the terms and conditions pursuant to which Ordering Activity will use the PRODUCT
5613,"INDIRECTLY OR ARE IMMEDIATE OR CONSEQUENTIAL, AND WHETHER THE SAME ARISE IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, THROUGH INDEMNIFICATION OR OTHERWISE HOWSOEVER, WHICH FALL WITHIN ANY OF THE FOLLOWING CATEGORIES:"
7357,SIGNED:
41,"	In the event of a conflict or inconsistency between the terms and conditions of this MSA and the Order Form, the special conditions in the Order Form shall prevail."
3871,COMPANY SOFTWARE MAINTENANCE AGREEMENT
6415,"NOTICES: All notices, requests or other communications hereunder shall be in writing, addressed to the Parties at the address set forth in the this Agreement."
7101,ReservedReserved.
6209,"Modifications. The Licensor shall own all right, title, and interest (including all associated intellectual property rights) in and to all enhancements, modifications, improvements, derivations, extension, links or other changes made to the Licensed Software Programs by Licensor in connection with the installation or set-up of the Licensed Software Programs for the Customer or otherwise."
1056,"1.2 Customer shall not through this Agreement acquire any property rights whatsoever in the Product or the Information, and undertakes not to challenge or claim any right to the Product or the Information or any other Intelllectual proprietary rights of Company."
8544,this LICENSE.
5028,Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).
3527,"C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire the Software with only those rights set forth herein."
8825,"United States. The law if you acquired the software in the United States, Florida state  laws governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort. 
b. Outside  the United States. If you acquired the software in any other country, the laws of that country apply. 
"
1137,"1.7.	Free download license. Company may make certain software available to you free of charge that does not use any of the licensing schemes described in this agreement.  You may download, install, and use such software for your internal business use or your own personal enjoyment subject to any additional terms that apply to the software, but you may not redistribute the software."
7226,Section 5 shall apply notwithstanding the failure of any remedy provided in this Agreement.
8854,"Updates and Upgrades. Company grants to Customer a non-exclusive, non-transferable license to use Upgrades and Updates provided by Company during the Support Period as a part of purchased Support. Such Upgrades and Updates are subject to the terms of the license granted by Company to the Customer for the Software. With the exception of Cloud Services, (a) Customer shall promptly download, distribute and install all Updates as released by Company during the Support Period and (b) Company strongly suggests that Customer also downloads, distributes and installs all Upgrades as released by Company during the Support Period. Customer acknowledges that any failure to do so could result in
Customer’s inability to receive Updates and Technical Support and therefore could cause major security risks. An Upgrade may require a hardware upgrade or new platform conversion to function properly.
"
2795,"8.LIMITATION OF LIABILITY. COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, OR THE LIKE) ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR THE SERVICES (OR ANY INTELLECTUAL PROPERTY SUBSISTING THEREIN) OR YOUR RECEIPT, USE OF OR RESPONSE TO ANY EMAIL OR SERVICES ADVERTISED IN ANY EMAIL RECEIVED FROM A THIRD PARTY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO YOU OR TO ANY THIRD PARTY, EXCEED THE THE CONTRACT PRICE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. TO THE EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW LIMIT ITS LIABILITY, THE SCOPE AND DURATION OF SUCH LIABILITY SHALL BE THE MINIMUM PERMITTED BY LAW.
THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. COMPANY WOULD NOT PROVIDE THE SOFTWARE TO YOU ABSENT SUCH LIMITATIONS.  The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
6882,"Public Access to Information: COMPANY agrees that the License Agreement and this Amendment contain no confidential or proprietary information and acknowledges the License Agreement and this Amendment will be available to the public, provided however, that AGENCY and COMPANY agree that other items identified in the License Agreement (such as, without limitation, source code and other technical data) provided to the LICENSEE is confidential and proprietary information and shall not be disclosed."
6408,"Notice. Each Program Schedule or Statement of Work will identify individuals who will serve as the Parties’ representatives as to technical and administrative matters. Except for quotes, orders, acknowledgments, invoices, payments and other usual and routine communications, all other notices required or permitted hereunder, including but not limited to notices of default or breach, shall be sent to such representatives at the addresses first set forth above and signed by an authorized representative of the sender. The address and contacts for either Party may be changed by written notice to the other. Such notices will be deemed to have been received (a) when hand delivered to such individuals by a representative of the sender;"
3922,"Company warrants that the SOFTWARE will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with SOFTWARE written materials accompanying it. Except as just stated,"
6256,"Neither this Agreement nor any right, license, privilege or obligation provided herein may be assigned, transferred or shared by either Party without the other Party's prior written consent consent pursuant to the  procedures for securing such approval set forth in FAR 42.1204 and any attempted assignment or transfer not in accordance with the FAR is void; provided, however, that either Party may assign this Agreement to any person or entity into which that Party has merged or which has otherwise succeeded to all or substantially all of the business and assets to which this Agreement pertains, by merger, consolidation, reorganization or otherwise and who agrees to be bound by the provisions of this Agreement.  This Agreement will be binding on the successors and permitted assigns of the parties and the name of the Party appearing herein will be deemed to include the names of such Party's successors or permitted assigns to the extent necessary to carry out the intent of this Agreement."
6706,"Potential Infringement. If COMPANY believes the Services may infringe or may be alleged to infringe a third party’s intellectual property rights, then COMPANY may: (a) obtain the right for the Customer, at COMPANY’s expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If COMPANY does not believe that the foregoing options are commercially reasonable, then COMPANY may suspend or terminate the Customer’s use of the impacted Services and provide a pro rata refund of any fees prepaid by the Customer applicable to the period following the termination of such Services."
5435,"IMPORTANT—READ CAREFULLY:  This End User License Agreement (“EULA”) is a legal agreement between the Ordering Activity under GSA Schedule contracts  (“you” or “Ordering Activity”) (either an individual  or a single entity) and Company Americas and its subsidiaries (collectively, “Company”) for “Company” which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (collectively “Licensed Software”).  The Licensed Software also includes any updates and supplements to the original Licensed Software which may be made available to you by Company.  By both parties accepting this EULA in writing, or accessing or otherwise using the Licensed Software , you agree to be bound by the terms of this EULA for this Licensed Software, or, if you have entered into a separate written license agreement with Company regarding the Licensed Software, you agree to be bound by the terms of such agreement. 

"
4810,"Except for liability associated with Section 4 or Section 7 of this Agreement, in no event shall the total liability of either party under this Agreement exceed the amount paid to COMPANY  by Customer under this Agreement in  the twelve (12) months immediately preceding the date the claim at issue arosecontract price.  (b) Neither party shall have any liability with respect to the subject matter of this Agreement for any loss of profits or other economic loss or costs of procurement of substitute products or for indirect, consequential, special, exemplary, punitive, or incidental damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if such party has been advised of the possibility of such damages."
4637,"Effect of Termination. Termination of this Agreement or any license shall not limit either party from pursuing other remedies available to it, including injunctive relief , nor shall such termination relieve Customer's obligation to pay all fees that have accrued or are otherwise owed by Customer under any Service Order Form, Statement of Work, or other similar ordering document under this Agreement. Termination by the customer prior to the end of the Term shall in no way entitle the customer to a refund of any portion of the amounts owed to or paid to COMPANY.  The parties' rights and obligations under sections titled Restrictions on Use, Ownership, Warranties, Limitation of Liability, Third Party Content, Term and Termination, Payment Provisions (to the extent that payments remain due upon termination) Protection and Security of Service and Marketing shall survive termination of this Agreement."
4163,"Contractor Indemnities.  All Manufacturer Specific Terms that violate DOJ’s jurisdictional statute (28 U.S.C. § 516) by requiring that the Government give sole control over the litigation and/or settlement to the Contractor are hereby superseded. Nothing contained in the Manufacturer’s Specific terms shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute.
"
8157,"The Software may contain certain software licensed by Application Company  to Company.  This Software incorporates Application Company  SQL Server 2014 Standard Edition, Application Company  requires that Your use be subject to Ordering Activity acknowledges there may be another  the terms of their End-User License Agreement with terms and conditions applicable to the Application Company  SQL Server 2014 Standard Edition, located here  You warrant that You are not licensing Application Company  products under this EULA and that any copies of Application Company  software that You receive from Company as a result of licensing the Software do not entitle You to maintain on Your computer systems any more copies of Application Company  software than you may have previously licensed from Application Company  or other third parties.  Application Company  is an intended third party beneficiary of this EULA with the right to enforce warranties and any other provision of the EULA and to verify Your compliance with same ."
6604,Page 2 of 3
7111,"responsible for compliance with all rules, laws, and regulations relating to employment of labor, hours of labor, working conditions, payment of wages, and payment of taxes, such as employment, Social Security, and other payroll taxes including applicable contributions from such persons when required by law."
9148,"You acknowledge and agree that the Software which is the subject of this Agreement may be controlled for export purposes. You agree to comply with all United States export laws and regulations, and you shall not and shall not allow any of your personnel to remove or export from the United States or allow the export or re-export of any part of the Software or Service or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; or (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States Government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval.. The Software and Service are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity. You assume sole responsibility for any required export approval and/or licenses and for the violation of any United States export law or regulation in connection with your attempted export or re-export of the Software or Services. This Agreement shall be governed by the Federal laws of the United States, exclusive of its conflicts of laws provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods, Jurisdiction and venue will be determined by the underlying federal statute."
7035,"Reservation. Except for the license grants in Section 2.1 of this Agreement, LICENSOR and its licensors retain all right, title and interest in and to the Licensed Materials, and all related materials and all Intellectual Property Rights related thereto and, nothing contained in this Agreement shall be deemed to grant either directly or by implication, estoppel, or otherwise, any other right, interest or license to or under any Intellectual Property Rights of LICENSOR. LICENSEE shall not take any action that jeopardizes, limits or interferes with LICENSOR’s ownership of and rights with respect to the Licensed Materials."
4204,"Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument."
3857,"Company shall state separately on invoices taxes excluded from the fees, and the Licensee agrees either to pay the amount of the taxes (based on the current value of the equipment) or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3. Licensee is responsible for providing complete and accurate billing and contact information to Company and promptly notifying Company of any changes to such information."
2756,"8.3 Notices & Waiver.  Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in the introductory paragraph of this Agreement and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 8.3. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier. No course of dealing, failure by either party to require the strict performance of any obligation assumed by the other hereunder, or failure by either party to exercise any right or remedy to which it is entitled, shall constitute a waiver or cause a diminution of the obligations or rights provided under this Agreement. No provision of this Agreement shall be deemed to have been waived by any act or knowledge of either party, but only by a written instrument signed by a duly authorized representative of the party to be bound thereby. Waiver by either party of any default shall not constitute a waiver of any other or subsequent default."
2209,"4.2.  Security  of  Account.  Ordering activity  agrees  to  maintain  all  security  regarding  their  account  ID,  password,  and connectivity  with  the  Service.
Ordering activity is  responsible  for  all  Notifications  transmitted  through  the  Service.
If  Ordering activity’s  account  ID  or  password  are  stolen,  or  otherwise  compromised,  and  used  for  malicious purposes,  ordering activity is  responsible  for  all  Notifications  sent  using  the  stolen  account  information.  ordering activity obligated  to  immediately  contact  Company  to  have  such  account  ID  or  passwords  changed  to  prevent continued  malicious  use  of  the  ordering activity account."
8427,This clause is intended to protect the rights of COMPANY's intellectual property and to prevent distribution of products that provide competitive functionality to the Software.
1938,"3. Term and Termination. This Agreement shall be effective as of the Effective Date, and will continue for a period mutually agreed to by the parties in writing (the “Initial Term”), unless earlier terminated in accordance with the Contract Disputes Act as provided in this Section or elsewhere in this Agreement. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Company shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer. A license shall also terminate upon the expiration of any applicable license period specified for the applicable Licensed Product on the Company price list (as applicable) or such other license period as has been expressly agreed to by Company (provided that, in any case, a free evaluation license shall have the license period set forth on the Company website, or as otherwise agreed upon in writing by the parties, but in any event not more than ninety (90) days). Upon any termination, Licensee shall immediately cease all use of the Licensed Product and return or destroy all copies of the Licensed Product and all portions thereof and so certify to Company. Except as otherwise expressly provided herein, the terms hereof shall survive any termination. Termination is not an exclusive remedy and all other remedies shall be available whether or not termination occurs."
2268,"5.        CONFIDENTIALITY. You acknowledge that the software, together with any bundled hardware, contains proprietary and confidential property of Company  or Company’s suppliers. You may not disclose this confidential information to anyone other than your employees or consultants who need access to the confidential information to carry out their duties and who are bound by appropriate confidentiality or nondisclosure agreements.  Company recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor."
2990,ADDRESS
8361,"This Agreement sets forth the terms and conditions for the purchase and licensing (as applicable) of COMPANY Solutions and/or Software. This Agreement, together with the underlying AGENCY Schedule Contract, Schedule Price List, and relevant Purchase Order, constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and applies on an exclusive basis, including when Customer has purchased the COMPANY Solution or Software from an Authorized Reseller or any other third party."
459,"“Customer” means the entity ordering the Company Service and entering into this Agreement, provided all such entities ordering or using the Company Service have agreed in writing to be bound by the terms and conditions of this Agreement."
8369,This Agreement shall be construed and enforced in accordance with the Federal laws of the United States.
2007,"3.3 Responsibility for Ordering Activity Content and Mentions. You are solely responsible for the Ordering Activity Content that Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and you agree that we are only acting as a passive conduit for the online distribution and publication of the Ordering Activity Content and the online display of Queries and Mentions. We will not review, share, distribute, or reference any Ordering Activity Content or Mentions except as provided herein, or as may be required by law.  Recourse against the Country for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer."
4910,Failures in the Internet or failure of other items that are outside COMPANY’s reasonable control;
7496,"Subject to the terms hereof, payment of any License Fees (as defined in Section 2), and any applicable user/use limitations specified in this Agreement, Company grants Licensee a personal, limited, revocable (in accordance herewith), non-sub-licensable, non-transferable, nonexclusive, right to use a Licensed Product in object code form only during the Term (as defined in Section 3), and only in accordance with Company’s applicable user documentation . For these purposes, “Licensed Product” shall include software (including firmware that may be loaded on, embedded in or otherwise included with a product purchased by Licensee), any updates to the foregoing and all Company and/or third-party proprietary documentation, including any installation documents, provided by Company to Licensee. The license under this Section 1 shall not survive expiration or termination of this Agreement. Licensee may possess only the number of copies of the Licensed Product as has been expressly authorized by Company, and, unless expressly licensed for Concurrent Use (as such term is defined below), the Licensed Product may only be used by the number of users/instances/machines licensed. Company retains ownership of the Licensed Product and all copies (including all intellectual property rights therein) and Licensee shall maintain the copyright notice and any other notices that appear on the Licensed Product on any copies and any media. For purposes of this Agreement, the term ""Concurrent Use"" means Licensee may use a Licensed Product based on the number of users who can use the Licensed Product at any one time when the Licensed Product is either installed (i) on a computer file server and initiated by an individual from another computer on the same internal network as the computer file server; or (ii) on an individual’s computer, but only made available for use when such individual’s computer is granted permission by a computer file server over an internal network. The total number of users who can use the Licensed Product at any one time may not exceed the total number of Concurrent Use licenses granted by Company for such Licensed Products"
7004,"Renewal Term.  Upon expiration of the Initial Term, if Customer is not then in default of any of its obligations to the Company, the Initial Term will automatically renew for successive one-year terms (each, a “Renewal Term”) for the applicable Service, and the Initial Term pricing for the Service(s) will continue to apply.  If either Party provides at least 30 days written notice prior to the end of the Initial Term of its intent not to renew the Agreement for a Renewal Term, the Agreement will terminate.  If the Customer provides at least 30 days written notice prior to the expiration date that it does not intend to renew the Agreement for a Renewal Term, but wishes to continue receiving the Service(s), upon the expiration of the Initial Term, the Agreement will continue on a month-to-month basis (Month-to-Month Term) and the Customer will be charged the then prevailing month-to-month retail rates for the Service(s), until either Party provides the other Party with written notice of its intention not to renew, in which event the Service will terminate 30 days after receipt of the written notice. "
3747,"COMPANY maintains, from time to time, one or more websites that contain information pertaining to COMPANY products and services (“Information”). The Information being selected, updated, and made available on such websites is in the sole discretion of COMPANY. COMPANY will permit LICENSEE to have access to the website under the terms, conditions, and policies stated on the website."
8847,"Up-Time Commitment. If Customer has elected to utilize Hosting Services from COMPANY, then COMPANY agrees that Hosting Services will be available 99.9% of the time, seven (7) days per week, subject to the exclusions below (the “Up-Time Commitment”). The Up-Time Commitment will be measured annually during the License Term, based upon the trailing period of the License Term prior to the date of the reported unavailability. If COMPANY does not meet the Up-Time Commitment, Customer will be entitled to service credits as Customer sole and exclusive remedy for the performance of Hosting Services, as outlined below."
8398,"This Agreement will be governed by the Federal laws of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venueand with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction. Customer  Activity agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Company. Company  is permitted to disclose that Customer is one of its Customer’s to any third-party at its sole discretion."
7758,"Termination: Termination of the License Agreement and this Amendment shall be governed by the FAR and the Contracts Disputes Act, 41 U.S.C.§§ 601-613, and any provisions of the License Agreement relating to termination are hereby deleted, including any provision permitting COMPANY to unilaterally terminate the License Agreement subject the following exceptions:"
661,"“Technical Support” or “Support” means the end user support for the Software that may be provided by COMPANY during the License Term, as defined in Section 3 below."
3635,"Company  warrants that the SOFTWARE will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with SOFTWARE written materials accompanying it. Except as just stated, Tthe Licensed Software is licensed to Licensee ""as is"".  To the maximum extent 
permitted by applicable law, froglogicCompany  on behalf of itself and its suppliers, disclaims all warranties and conditions, either expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non­infringement with regard to the Licensed Software.
LIMITATION OF LIABILITY
"
4750,"error correction or replacement, or if neither is in COMPANY’s opinion commercially feasible, termination of this EULA and refund of any license fee received by COMPANY from You in respect of the relevant Licensed Materials. In the event of failure of any of the Licensed Materials to perform in accordance with their specifications after said ninety (90) day period, COMPANY shall have no obligation to replace or refund Your monies in connection therewith. COMPANY does not warrant that the functions contained in any of the Licensed Materials, Subscription or Hosted Services will meet Your requirements, or that the operation of any of the same will be uninterrupted or error free, or that defects in any of the same will be corrected. Furthermore, COMPANY does not warrant or make any representations regarding Your use or the results of Your use of the Licensed Materials, Subscription Services or Hosted Services in terms of correctness, accuracy, reliability or otherwise. In the event that any portion of the Licensed Materials are delivered to You by COMPANY instead of obtained by You over the Internet, such delivery is F.O.B. and You shall bear all risk of loss associated therewith upon delivery to You by a common carrier."
8999,"Warranty Disclaimer. Company, and author of Software, hereby expressly disclaim any warranty for the Software. Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee accepts any and all risk arising out of use or performance of Software. Company warrants that the SOFTWARE  will, for a period of sixty(60) days from the date of your receipt, perform substantially in accordance with SOFTWARE written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING, THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O).  IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109..
"
6081,"LIMITED WARRANTY, LIMITATION OF REMEDIES AND LIMITATION OF LIABILITY. 
a) The media containing the software is warranted, for a period of 30 days after your receipt of the software, to be free from defects in material and workmanship. Your sole and exclusive remedy, and Company’s sole liability, is to replace the defective media or, if you request, Company to refund you the purchase price for the software and documentation, provided that you notify Company in writing of such defect and return to Company the defective media containing the software and the documentation, during the above 30-day warranty period, at the following address: 
COMPANY. 
b) Except and to the extent expressly provided in paragraph 13(a), the software and documentation are provided on an “as is” basis, without any warranties of any kind, including, but not limited to, any implied warranties of merchantability of the computer program, information content, or fitness for licensee’s purpose or system integration. There is no warranty against interference with your enjoyment of the licenses product or against infringement of proprietary rights of another, you assume the entire liability for the selection and use of the software and documentation, Company shall have no liability for any errors, malfunctions, defects, or loss of data resulting from or related to the use of software and/or documentation. 
c) Company shall not be liable to you for any indirect, special or consequential damages, lost profits arising out of or related to this agreement or your use of the software and/or documentation, even if Company has been advised of the possibility of such damages. In no event shall Company’s liability hereunder, if any, exceed the contract price. 
d) The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.  Some states may not recognize the foregoing limited warranty, limitation of remedies and/or limitation of liability and, if you qualify, you may have different and/or additional rights and remedies. You should consult the applicable law in your state in this regard. "
2278,"5.        Payments and Audits.
(a)        Licensee is solely responsible for the payment of all fees associated with its use of the Software. Licensee hereby agrees and acknowledges that in the event Licensor does not timely receive the associated licensing fees for the Number of Installations.  Licensee shall be responsible for paying all such fees directly to Licensor at the rates set forth in the Customer Agreement, if there is no Customer Agreement between Licensee and Licensor, at Licensor’s rates then in effect.
(b)        During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this EULA, provided that (i) any such audit shall be conducted with reasonable prior notice to Licensee, and (ii) no more than one (1) audit may be conducted in any 12-month period except for good cause shown. The Licensee shall fully cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information and personnel, including machine IDs, serial numbers and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. Licensor may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the Licensee's business operations.
(c)        If any of the measures taken or implemented under this Section determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this EULA then Licensee shall, within thirty (30) days following the date of Licensor's written notification thereof, pay directly to Licensor: (i) all retroactive fees for such excess use and, unless Licensor terminates this EULA, obtain and pay for a valid license to bring Licensee's use into compliance with this EULA; and (ii) Licensor's costs incurred in conducting the audit.
(d)        Licensor's remedies set forth in this Section are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or  in equity, whether under this EULA or otherwise.
"
5408,"if, in Company’s opinion, none of the foregoing remedies are commercially feasible or practicable, terminate the license for the infringing Software and refund any prepaid license fees covering the remainder of the license term for that Software after the effective date of termination."
7057,RESERVED
2735,"8.2	Sole Remedy  for Failure to Meet SLA
Service Credits are Ordering Activity’s sole and exclusive remedy for any performance or availability issues for any Hosted Services.  Ordering Activity may not set off any fees due under these Terms for any performance or availability issues with the Hosted Services.
"
6021,"Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN, FOR A BREACH OF SECTION 7 (CONFIDENTIALITY)  IN NO EVENT SHALL EITHER PARTY BE LIABLE  FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL PRODUCTGES, OR PRODUCTGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRODUCTS OR SERVICES SUPPLIED HEREUNDER, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR PRODUCTGES. WITHOUT LIMITING THE FOREGOING IN THIS SECTION, EXCEPT FOR A BREACH OF SECTION 7 OF THIS AGREEMENT (CONFIDENTIALITY), COMPANY’S AGGREGATE LIABILITY FOR PRODUCTGES SHALL IN NO EVENT EXCEED THE TOTAL FEES RECEIVED FROM THE LICENSES GRANTED TO CUSTOMER UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE MONTHS FOR THE APPLICABLE COMPANY SOLUTION. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PRICES AND TERMS OF THIS AGREEMENT WERE MADE IN RELIANCE UPON THE LIMITATION OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN COMPANY AND CUSTOMER."
7965,the foregoing is Licensee’s sole remedy and COMPANY’s exclusive liability for breach of the warranty provided under Section 8.1 [New Product Warranty}.
3032,"Agreement, without the prior written consent of COMPANY, which will not be unreasonably withheld. Upon any assignment you will cease use of the Software. COMPANY may not assign this Agreement with the AGENCY Customer’s prior written approval in accordance with FAR 42.1204. Assignment by COMPANY will be governed by FAR 52.232-23 “Assignment of Claims” (Jan. 1986) and FAR 42.12 Novation and Change-of-Name Agreements (Sep. 2013). This Agreement will enure to the benefit of and be binding upon the parties and their respective legal representatives, successors, executors, heirs and permitted assigns."
3969,"Company, in its sole discretion, may, but is not required to, provide Customer with support services related to the Software Product (the “Support Services”).  Such Support Services shall be subject to a separate agreement and applicable fees.     "
6816,Prohibited Uses
5790,LICENSE COMPANY acknowledges that Customer and its governmental entities and agencies and each of their end users (the “Permitted Users”) are permitted users of the Software licensed pursuant to this Agreement.
6457,"Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. Vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
3313,Assignment. This Agreement shall not be assigned by Customer either party without the prior written consent of the otherfor any reason.
4917,Federal LICENSEE:
7061,RESERVED Schedule 2
8598,"This Software is provided with restricted rights. Use, duplication or disclosure by the government is subject to restrictions set forth in FAR 52.227-14. Contractor/manufacturer is COMPANY CORP."
8569,"This Project Order may be terminated immediately if: (i) any party fails to pay any sum of money that it is obligated to pay hereunder on the date that it is obligated to make such payment and such failure continues for ten (10) days or more after written notice of such failure provided by the other party; or (ii) either party fails to perform its obligations hereunder and such failure continues for ninety (90) days or more after written notice of such failure provided by the other party. Furthermore, Customer shall have the right to terminate this Project Order, and all Schedules attached hereto, at any time upon one hundred twenty (120) days written notice following the third (3rd) anniversary of this Project Order. In the event that Customer elects to terminate this Project Order for cause or without cause prior to the expiration of the Term, then: (i) Customer’s license to utilize the Software Products contained herein shall immediately cease and Company shall have no further obligation to Customer hereunder or under any Schedule attached hereto, and (ii) Customer shall remain responsible for any amounts due and owing CF pursuant to the Installment Payment Agreement.  Notwithstanding the foregoing, Company agrees that in the event that Customer elects to terminate this Agreement for cause following an uncured breach by Company, then Company agrees to indemnify and hold harmless Customer from any unpaid amounts which then remain due and owing from Customer to CF pursuant to the Installment Payment Agreement in an amount equal to the lesser of: (i) the Termination Amount, as defined in the Installment Payment Agreement; or (ii) two million dollars ($2,000,000) (the “Rental Indemnity Amount”) by paying such Rental Indemnity Amount directly to CF on behalf of Customer. The parties expressly agree that a termination by Customer or Company of this Project Order shall in no way relieve Customer of its obligations to CF under the Installment Payment Agreement, which shall remain absolute, unconditional and not subject to cancellation, set-off, defense, abatement or reduction of any kind.  Notwithstanding the foregoing, if in connection with any termination of this Project Order, Company pays CF the Rental Indemnity Amount in good collected funds, CF shall apply such payment toward the satisfaction of the Customer’s obligations under the Installment Payment Agreement. Customer shall remain responsible any and all amounts payable under the Installment Payment Agreement after the application of the Rental Indemnity Amount.  In the event that Company does not pay any the Rental Indemnity Amount to CF in good collected funds, Customer shall not assert any claim against FAVF, but shall be entitled to assert any and all rights, claims and remedies Customer may have as against Company.  Notwithstanding anything herein to the contrary, the indemnity obligations of Company set forth herein are in no way intended to prohibit Customer from seeking any other remedies at law or in equity Customer may have against Company pursuant to an uncured breach by Company of this Project Order, subject to the limitations of liability set forth in the Agreement. This provision shall survive a termination of this Project Order."
3640,"COMPANY (“us“, “we” or “our“) uses “cookies” to help us remember details of your visits to the COMPANY website as part of the COMPANY service and your COMPANY Account including, but not limited to technical information about your visit e.g. traffic data, location data, browser language, your IP address, the previous website from which you reached us and the type of browser you use, domain, number and time of visits. Accordingly, our Privacy Statement will apply to our treatment of the information we obtain via our cookies."
4854,EXHIBIT A
4783,"Except as expressly provided herein, nothing in the Content or on this site confers or is to be construed as conferring, whether by implication, estoppel or otherwise, any license or right under any copyright or trademark of COMPANY or any third party. Any product, process, or technology in the Content may be the subject of other intellectual property rights reserved by COMPANY, and are not licensed hereunder."
5980,limit the transferal of PII to Company through the course of the delivery of the services under this Agreement.
7998,"The Licensed Software is licensed to Customer, not sold. The Licensed Software, Documentation, and Services provided by Company  contain material that is protected by United States copyright, trade secret law, and other intellectual property law, and by international treaty provisions. All rights not expressly granted to Customer under this Agreement are reserved by Company . All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights, and other intellectual property and proprietary rights in the Licensed Software, Documentation, and Services provided by Company  will remain the sole and exclusive property of Company  or its licensors and suppliers, as applicable."
3949,"Company will not decrypt your files unless (a) it reasonably believes that it must do so to troubleshoot problems with the Software or Services; or (b) it reasonably believes it must do so in order to comply with any law, subpoena, warrant, order, or regulation. Such actions will be done in accordance with Government security requirements. Company may also provide access to your data to government authorities if Company suspects or believes that the data contains child pornography or other prohibited content or data or that the Data is being used for illegal purposes. You acknowledge that Company or Company affiliates may use servers and other equipment to provide the Software or Services that are located in the United States or in other countries where litigants, law enforcement, courts, and other agencies of the government may have the right to access data stored within their jurisdictions upon terms and conditions provided by local law, and that, as a result, they may gain access to your backup data as provided by applicable local law. "
3125,Announcements
1244,"11.  DISCLAIMER OF WARRANTIES. COMPANY warrants that The COMPANY Services  will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with The COMPANY Services  written materials accompanying it. EXCEPT AS EXPRESSLY SET FORTH IN THE FOREGOING , THE COMPANY SERVICES, THE DEVICE AND ANY RESOURCES AND THIRD PARTY RESOURCES ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE COMPANY SERVICES, THE DEVICE AND ANY RESOURCES AND THIRD PARTY RESOURCES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, ADVISORS AND SERVICE PROVIDERS (COLLECTIVELY, THE “COMPANY PARTIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.  "
40,"	In the event of a conflict or inconsistency between the terms and conditions of the main body of this MSA and the Terms of Service in Schedule 2, the Terms of Service in Schedule 2 shall prevail."
7010,"Rent, lease, sublicense, sell, market, distribute, assign, transfer, or otherwise permit access to the Product to any third party;"
5220,"h)  Unreasonable Delay. Subject to FAR 52.212-4(f) Excusable delays, the Contractor shall be liable for default unless the nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence."
958,"1.1 “Consulting Services” means Company’s commercially-available installation, implementation, configuration or other consulting services as defined in the applicable SOW referencing this Agreement."
6615,"participate in Acceptance Testing in relation to Development Services, if provided in the relevant Agreement."
4438,"DELIVERY, INSTALLATION, AND TRAINING."
854,"•	Rapid On-Site Support (ROSS) – Rapid onsite support is available for urgent requirements for on-site support by Company resources necessitating less than 48 hours’ notice.  Company’s ability to provide rapid onsite support is subject to Company’s resource availability, and the tasks performed will vary depending on the situation, environment, and business impact of the issue. Company will redeem Support Credits to account for travel  time at a rate of one Support Credit for each required non-business hour of travel not otherwise accounted for in the support day"
5908,"LICENSEE shall maintain records of all the locations where copies of the Program are kept., and shall implement reasonable controls to insure that its number of users does not exceed the maximum number of users licensed hereunder. Upon COMPANY’ request, LICENSEE promptly shall provide COMPANY with a written statement certifying the extent of LICENSEE’s usage of the Program(s) identified by COMPANY and/or allow COMPANY or its designee to conduct a reasonable audit of the applicable LICENSEE facilities and records to determine whether or not LICENSEE’s usage of such Program is in conformance with the terms of this Agreement. In the event a usage deviation of  greater than five percent (5%) is discovered as a result of such audit, LICENSEE shall bear all the costs of such audit. Upon discovery of a deviation from LICENSEE’s allowable usage of the Program, LICENSEE shall use its best efforts to immediately"
7797,"The Administration Services may include one or more of the following services provided remotely by the Company for the administration of the Software (collectively, the ""Administration Services"")"
1243,"11.      DISPUTES 

11.1.        Any dispute arising in connection with this Agreement which cannot be settled by negotiation between the parties or their representatives may be submitted to arbitration in accordance with the defined rules of the body designated in the table below During such arbitration, both parties may be legally represented.

If you are based in:        Arbitration Body
A country in Europe , the Middle East or Africa        The Chartered Institute of Arbitrators, London
The Americas including the United States, Canada or any country in Central or South America or the Caribbean        Washington Arbitration and Mediation Services
Anywhere else in the world        Institute of Arbitrators and Mediators Australia
 
"
7604,Switch
5493,"In no event will COMPANY's licensors, and their directors, officers, employees or agents (collectively COMPANY's licensors) be liable to you for any consequential, incidental or indirect damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use the software even if COMPANY's licensor has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you."
2618,"7.2 Company Warranties. We warrant that (a) subject to Section 2.2, the functionality of the Services will not be materially decreased during the Term; and (b) the Services do not knowingly contain any malicious code or viruses. For any breach of an above warranty, your exclusive remedies are those described in Section 6.2."
7946,"The following End User License Agreement (the “Agreement”) governs Your use of the Software (as defined below) provided to You by COMPANY, LLC, an Arizona limited liability company (“COMPANY”).

 BY BOTH PARTIES EXECUTING THISAGREEMENTIN WRITING, the Ordering Activity under GSA Schedule contracts (“YOU” or “Ordering Activity”) AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES."
2142,"4. Support. Support includes assistance to Ordering Activity in connection with Ordering Activity’s use of the Platform, and updates to the Platform software to fix bugs, correct errors, or enhance functionality that Company releases on a generally available commercial basis to all subscribers of a Platform product without additional charge. Company Support plans are limited to correcting errors, bugs or other issues with the Platform and do not extend to any Third Party Products or technologies Ordering Activity use with the Platform, any issues arising from modifications to the Platform not made or authorized by Company, or the use of the Platform other than as authorized by this EULA. If Ordering Activity request Support that is not covered by Ordering Activity Support plan, Company may invoice Ordering Activity at its then-current GSA Schedule time and materials rates in connection with the request, provided that Company informs Ordering Activity that Ordering Activity will incur charges promptly on learning that the request is not covered by Ordering Activity’s Support plan."
6989,"Remedy. If the System Availability is less than 99%, and provided Client has fulfilled all of its obligations under the Agreement including this Exhibit, COMPANY will provide Client with a Service Credit applied to the month in which the failure to meet this Service Level Agreement has occurred. The Service Credit will be calculated in accordance with the table below."
4622,"each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage."
7924,"The entire agreement consists of this EULA and any addendum or amendment to this EULA which is included with the Product. If You are also a U.S. Government customer purchasing Product under AGENCY Schedule contracts or similar government frameworks, then the underlying AGENCY Schedule Contract, Schedule Pricelists and associated Purchase Order(s) will also form part of the entire agreement."
8146,"the Software and the Services (including the Deliverables, if any) or any part of them;"
665,"“Term” means the Initial Term or with respect to the free trial version of the Company Service, the free trial period agreed to by Company at the time of registration."
6239,Negotiated Terms. The Parties acknowledge that the terms and conditions of this Agreement are the result of negotiations between the Parties and that this Agreement will not be construed in favor or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.
4285,"Customer retains all right, title and interest (including, without limitation, sole ownership of) all content and data provided by or on behalf of Customer or distributed through the Service (“Content”) and the intellectual property rights with respect to that Content. If Company receives any notice or claim that any Content, or activities hereunder with respect t o any Content, may infringe or violate rights of a third party or any applicable law or regulation (a “Claim”), Company may (but is not required to) suspend activity hereunder with respect to that Content and Customer will indemnify Company from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. "
3612,Commitments. COMPANY has made no commitments or promises orally or in writing with respect to delivery of
8072,"The PRODUCT is complex; COMPANY does not warrant that the PRODUCT is free of bugs, errors, defects or omissions, and that operation of the PRODUCT will be error free or uninterrupted nor that all nonconformities will or can be corrected. It does not warrant that the PRODUCT shall meet the END-USER’s requirements or expectations, or shall be fit for the END- USER’s intended purposes. There are no express or implied warranties of fitness or merchantability given in connection with the sale or use of this PRODUCT. COMPANY disclaims all other warranties or liabilities not expressly provided in Articles 4.1 and"
2642,"7.5 Integration; Modification. This Agreement together with any purchase order, represents the parties' entire understanding relating to the subject matter herein, and supersedes any prior or contemporaneous, conflicting or additional, communications. Except as otherwise set forth herein, the terms and conditions of this Agreement may only be amended by written agreement of the parties. Nothing contained in any purchase order submitted by You shall in any way serve to modify or add to the terms of this Agreement ."
7499,"Subject to the terms of this License, including payment of all applicable license fees,  Company grants to Licensee a non-exclusive, non-transferable license to use the Product in object code form.  When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Company shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer. This License may be terminated by Company  effective upon notice to Licensee if Licensee fails to pay in full all fees for the Product and/or any   hardware on which this Product may be installed.  Other than as specifically described herein, no right or license is granted to Licensee to any of Company’s trademarks, copyrights, or other intellectual property rights.  The Product incorporates certain third party software, which is used subject to licenses from the respective owners.  The  protections given to Company under this License also apply to the suppliers of this third party software, who are intended third party beneficiaries of this License.  Licensee’s use of the Products shall be limited to, and Licensee shall not use the Products in excess of, as applicable, a single hardware chassis or card or other price-based restrictions such as number of agent(s), concurrent users, sessions, IP addresses, port(s), seat(s), server(s), site(s), WAN ingress (or egress) bandwidth, number of WAN links supported or conduits supported, as set forth in the applicable purchase order which has been accepted by Company  and for which Licensee has paid to Company  the required license fee.  Company shall have the right to audit Licensee’s use of the Product to assure compliance with the foregoing, on reasonable notice and in a reasonable manner. Such audit shall be subject to applicable Government security requirements and occur no more than once every 12 months.  If an audit reveals the need for additional licenses, Company shall invoice the Ordering Activity. "
8909,USE OF YOUR DATA
1728,"2.2 Other Security and Backup. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Materials, including using encryption technology to protect Your Materials from unauthorized access and routinely archiving Your Materials."
834,[Insert Customer name and address and relevant company number
2035,3.5. Third Party Components. Any Third Party Component used in or with such additional Vendor software may be licensed to Customer and may have  different or additional terms and conditions.
4685,"END USER REPRESENTS, WARRANTS AND AGREES THAT IT WILL NOT EXPORT, RE-EXPORT, RESELL, SHIP OR DIVERT, OR CAUSE OR ALLOW TO BE EXPORTED, RE-EXPORTED, RESOLD, SHIPPED OR DIVERTED, DIRECTLY OR INDIRECTLY ANY EQUIPMENT, PRODUCT, PARTS, SOFTWARE, DOCUMENTATION, AND/OR TECHNICAL DATA IN ANY FORM TO ANY COUNTRY OUTSIDE THE UNITED STATES OF AMERICA EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND REGULATION."
4143,"Contacting Authority: Pursuant to FAR 1.601(a) and 43.102, all provisions in the License Agreement which would  allow any individual, except for an authorized contracting officer, to bind the U.S. Government to the terms of the License Agreement or any modifications thereto are hereby deleted. Such provisions include the ability of the software manufacture to unilaterally modify the terms of the License Agreement and any requirement to accept terms by means of use, download, or click- through agreements. Notwithstanding the foregoing, AGENCY and LICENSEE expressly agree that when an authorized contracting officer of the LICENSEE places a task order for the COMPANY pursuant to the AGENCY Contract, all terms of the License Agreement in the effect at the time the product was added to the AGENCY Contract shall be legally binding on LICENSEE and shall be given full and legal effect. In the event that LICENSEE receives COMPANY through a task order  that is not authorized by the LICENSEE’s authorized contracting officer or LICENSEE fails to acknowledge in writing to COMPANY that the License Agreement is binding on LICENSEE, LICENSEE shall not be deemed to have any license to the COMPANY and COMPANY reserves all rights, remedies, and enforcement actions and venues available to COMPANY under state and federal law, including but not limited to all intellectual property laws without regard to the Dispute Resolution Process or Governing Law provisions of this Amendment."
3208,Applicable Terms.
6636,"Payment. COMPANY will invoice You for the prices set forth in the applicable Order pursuant to the terms of the AGENCY Schedule Contract or Purchase Order(s). You will pay invoices in accordance with the applicable payment terms. Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. COMPANY shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain  an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3."
1958,"3.1 Submitted Content. To the extent Submitted Content is accepted for a Campaign, you shall (i) require each Campaign Participant to be responsible for its own Submitted Content and the consequences of posting or publishing such Submitted Content; and (ii) require each Campaign Participant to affirm, represent, and warrant that such Campaign Participant (a) owns or has the necessary licenses, rights, consents, and permissions to use and authorize you and us to use all intellectual property rights in and to your Submitted Content and (b) has the written consent, release, and/or permission of each and every identifiable individual person in its Submitted Content to use the name and likeness of every such person, in order to enable inclusion and use of the Submitted Content in the manner contemplated by the Campaign and applicable official rules and on the Campaign Page."
3545,carry out our obligations arising from any contracts entered into between you and us; and
7735,"TERMINATION AND REMEDIES. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be made as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, COMPANY shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer. In the event of any termination of this Agreement, Customer shall pay COMPANY for its use of the Services through and including the date of termination, including any Termination Charges and Site Termination Charges as set forth in this Agreement. No payment due under this Agreement is subject to reduction, set-off, counter-claim or adjustment of any sort."
1198,10. Reserved.
5931,"LICENSEE warrants that the use by COMPANY of the data, standards, specifications and similar information furnished by LICENSEE to COMPANY in connection with this LICENSE shall not infringe any valid patent, copyright or trade secret owned or controlled by any other party."
4488,"Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE APPLICABLE TASK ORDER, THE SOFTWARE AND RELATED SETUP, TRAINING, AND MAINTENANCE IS PROVIDED ""AS IS,"" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, AND CONFORMITY TO FEDERAL INFORMATION PROCESSING STANDARDS (FIPS) AND FEDERAL TELECOMMUNINCATION STANDARDS (FED-STDS) . IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CLAIM, PRODUCTGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE AND/OR ANY DERIVATIVE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE AND/OR"
7636,"Taxes. All fees and payments listed on the Service Order Form or Statement of Work, as applicable, are exclusive of all taxes, duties or levies, however designated or computed. Customer shall be responsible for and shall pay any taxes due in connection with the licenses granted in this Agreement or Customer's use of the Service or any software, including without limitation sales, use, property, value-added or other taxes, exclusive of taxes based upon COMPANY's net income."
1107,1.4.        You(r) means the  Ordering Activity under GSA Schedule contractsthat is obtaining the Licensed Materials.
6900,Purchases of Services. Customer agrees to purchase additional professional services from Licensor in order to configure and install the Licensed Software Programs and are described and defined in Exhibit A.
5170,"Governing Law. The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the Federal laws of the United States without giving effect to its conflict of law principles."
580,"“Preventative Maintenance” includes installation of patches, bug fixes, upgrades to the operating system, hardware, and/or firmware upgrades, and any other measures that COMPANY deems necessary to ensure the proper functioning"
732,"(A)        Fees. The Fees are based on the information specified on the Purchase Order Form (for example, the SKU and the billing units for the Service ordered)."
5755,KEY DEFINITIONS
4472,"Disclaimer of Other Warranties.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE COMPANY AND ITS THIRD PARTY LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, ALL OF WHICH IMPLIED WARRANTIES (AND ALL EXPRESS WARRANTIES NOT STATED HEREIN) ARE EXCLUDED AND DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE SOLUTION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE. "
7608,"System Availability
Service Level Goals. COMPANY shall use commercially reasonable efforts to provide Licensee with a Service Level of at least 99.9% uptime of the Hosted Software on a 24 hours per day, 7 days per week, 365 days per year basis (“Service Level Goal”). The Service Level is determined by subtracting from 100% the percentage of minutes during the month in which the Hosted Software was unavailable or inaccessible to Licensee. Service Levels below 99.5% will trigger a response to the Licensee and the beginning of an investigation within 1 hour. As deemed appropriate in COMPANY’ sole discretion, COMPANY will provide Licensee with a corrective action plan to restore Service Levels to at least 99.9%."
8205,"THE TOTAL LIABILITY OF Company AND ITS LICENSORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER  OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO Company HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTEDCONTRACT PRICE. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY."
5850,"Licensed Software Limitations, Restrictions and Metrics"
816,(Print Name of Federal LICENSEE)
3837,"COMPANY shall indemnify Licensee, and pay all liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes or damages (collectively ""Liabilities"") incurred by or asserted against Licensee, to the extent such Liabilities result from a third party claim that the Software or Documentation infringe upon that third party's US trade secret or copyright (“Intellectual Property Rights”). The foregoing indemnification obligations shall not apply to any infringement to the extent caused by Licensee’s (i) use of the Software not in accordance with the Documentation (“Misuse”); (ii) alteration, modification or revision of the Software not expressly authorized by COMPANY (“Alteration”); (iii) Licensee’s failure to use or implement corrections or enhancements to the Software made available by COMPANY; (iv) the combination of the Software with materials not provided, specified, or approved by COMPANY."
4713,"Entire Agreement.  This sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto.  No term or condition of your purchase order or other document provided to the Company which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon the Company. To the extent that this document may constitute an acceptance, this acceptance is expressly conditioned on your assent to the terms and conditions set forth herein.
"
6828,Proprietary and Confidential        Page 1 of 2        Source File: COMPANY COMPANY end user license agreement DATE final (2) (1)
681,“Upgrade Insurance” means the part of a Maintenance Agreement which provides access to the latest version of the Product to an End-User.
3425,"BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR EXECUTING IN WRITING THIS AGREEMENT OR BY EXECUTING IN WRITING AN ORDER FORM (ALSO REFERRED TO AS THE GOVERNMENT PURCHASE ORDER) THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE BMC SUBSCRIPTION SERVICES."
607,“Schedule” means the schedule attached to this End User License Agreement titled “Schedule” that outlines the terms and conditions applicable to the Software product(s) identified in such Schedule.
3912,"Company warrants that the Service  will, for a period of sixty (60) days from the date of your receipt, perform substantially in accordance with Service  written materials accompanying it.

"
1344,"12.1. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE COMPANY SOFTWARE AND THE COMPANY HOSTING, AS APPLICABLE. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY SOFTWARE AND ANY ORDERING ACTIVITY SUPPORT OR COMPANY HOSTING ARE TOOLS TO ASSIST YOU IN EVALUATING DIFFERENT DECISION OUTCOMES BASED UPON THE SUBJECTIVE BELIEFS AND OPINIONS OF YOU AND YOUR AUTHORIZED USERS OF CRITERIA DEVELOPED AND CREATED BY SUCH AUTHORIZED USERS AND/OR YOU. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE COMPANY SOFTWARE OR THE INFORMATION CONTAINED IN ANY REPORT, AND FOR ANY RELIANCE OR DECISION THEREON."
7778,"Termination. When the End User is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, COMPANY shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer. Upon the expiration or termination of this License Agreement and/or the associated Order, You shall discontinue all use of the Software, and remove and destroy all copies of the Software unless otherwise directed by COMPANY in writing."
1061,"1.2 Subject to the terms and conditions of this Agreement, Ordering Activity will be provided access to the Service (as described on and any related software (“Software”), including Company Monitor and/or Company Secure agent(s), and materials provided by Company for Ordering Activity’s use as part of the Services. Company as agreed to in writing by Company and the Ordering Activity."
7305,"Services provided by Company to maintain and support the Licensed Software upon expiration of the Warranty Period (“Support Services”) shall be specified in a separate agreement between Company and the Licensor (“Support Agreement”). Failure to obtain, maintain or to comply with terms of a Support Agreement with Company may result in termination of this Agreement License pursuant to the the Contract Disputes Act .  The Licensed Software is licensed hereunder without support or right to any corrections, modifications, improvements, or extensions, including but not limited to Updates and Upgrades."
1698,"2. Use of Service.
 
2.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.
 
2.2 Company Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not granted under these terms.
 
2.3 Storage. When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.
 
2.4 User-Generated Content. We may host user-generated content from our users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content. If available, you may also click on the “Report” button to report the content to us.
 
2.5 Content Files. “Content Files” means Company-provided sample files such as stock images or sounds. Unless the documentation or specific license associated with the Content Files state otherwise, you may use, display, modify, reproduce, and distribute any of the Content Files. However, you may not distribute the Content Files on a stand-alone basis (i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed), and you must not claim any trademark rights in the Content Files or derivative works of the Content Files."
3827,"COMPANY shall be obligated to provide Support only with respect to the current major release and the immediately preceding major release of the Software. A major release is signified by a change to the number to the left of the version’s first decimal point (e.g., from 1.x to 2.x)."
4561,"Downgrade. Consequently, if the Customer desires to regain control of such accounts, it should contact the applicable End Users. COMPANY generally will not transfer control of such an account without the authorization of the controlling End User."
8688,"To submit an issue through the Client Portal, the Key Contact will log into the Client Portal User Center and complete the request form with all relevant information about the issue. Upon submission, COMPANY will generate a support request."
6307,NO PARTNERSHIP OR AGENCY
3850,"COMPANY shall perform a pre-installation review and may provide Customer with recommendations, data requirements and requests, technical requirements, and dates and timeframes, for proper installation. To the extent that Customer has not provided appropriate facilities, hardware, requested documentation, requested data files, and Internet connections that have been installed and established in full working order (as determined by COMPANY), COMPANY will not be obligated to conduct installation until Customer has provided such. Customer is responsible for coordinating with any other vendors regarding interfaces or data migrations and is responsible for any associated costs."
6479,"Obligations of the Licensee. The obligation of the Licensor under Section  (Licensor Indemnification) is contingent upon eachLicensee (i) giving prompt written notice to the Licensor of any such claim, action or demand as required in Section 6 above, (ii) allowing the Licensor to control the defense and related settlement negotiations to the extent permitted by 28 U.S.C. 516,, and (iii) fully assisting in the defense so long as the Licensor agrees to pay such Licensee’s out-of-pocket expenses."
5324,"If Customer becomes aware of any content or activity that violates this AUP, Customer shall take all necessary action to prevent such Content from being routed to, passed through, or stored on the COMPANY Network. COMPANY reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the party that COMPANY deems responsible for the wrongdoing."
7112,"responsible for payment of worker’s compensation, disability or other similar benefits, unemployment or other similar insurance or for withholding income or other similar taxes or social security for any Licensor employee, but such responsibility shall solely be that of Licensor."
9227,"You shall not install and/or use the COMPANY service on any device that is not owned or controlled by you or your organization, as applicable."
7977,The incident is considered to be resolved if one of the following conditions are met: If Support has provided a reasonable solution or workaround;
8804,"Unauthorized Disclosures. The receiving Party shall promptly notify the disclosing Party of any unauthorized use or disclosure of Confidential Information, and cooperate with and assist the disclosing Party in taking any and all lawful actions deemed necessary by the disclosing Party to stop and/or minimize any actual or perceived harm resulting from such unauthorized use or disclosure."
2375,"5.3 License Restrictions. The Parties will not act to infringe the intellectual property rights of the other Party or its licensors, including such rights in the Company Information or Customer Information. Other than as expressly permitted under this Agreement or applicable law, the Parties will not copy, sublicense, sell, rent, lease or otherwise distribute the other Party’s Information, or permit either direct or indirect use of the Confidential Information by any third party. Unless otherwise agreed, the Parties will not modify, reverse engineer, disassemble, decompile, or create derivative works of the Company Information or Customer Information, or otherwise attempt to build a competitive product or service using the Company Information or Customer Information. Notwithstanding the foregoing, the license grant set forth above may be further limited as set forth in the applicable SOW."
2269,"5.        Consent to Use of Data. You agree that Company and its subsidiaries may collect and use technical and related anonymous information, including but not limited to technical information about your computer, system and application software, and peripherals to facilitate the provision of software updates, product support and other services to you (if any) related to the Software and personally identifiable data in the form of domain usernames to verify and ensure compliance with the terms of this License. As part of ensuring compliance with this license, Company reserves the right to submit a claim to the contracting officer under the Contract Disputes Act to suspend or terminate  your use of the Software based upon your domain username in the event that Companys records show that you do not have a valid license and Company will continue performance during the pendency of the claim. Company will dispose of domain usernames within a reasonable period of time in the event that such domain usernames are no longer associated with a valid license to use the Software. Company does not collect personally or infrastructure identifiable information except as provided for in this section.

"
8700,"To the extent permitted by law, each party shall indemnify, defend and hold the other party harmless  from the associated costs and fees (including reasonable attorneys’ fees and expenses) finally awarded by a court of competent jurisdiction or agreed to in settlement or compromise, to the extent that such fees and costs arise from a third party claim, proceeding or suit which is based on the grossly negligent acts or willful misconduct of its employees or agents, that directly causes damage or bodily injury to persons or property, real or tangible, and such damage or bodily injury directly arises out of performance of this Agreement (“Claim”). "
6914,"r) Advertisements and Endorsements. Pursuant to GSAR 552.203-71, use of the name or logo of any U.S. Government entity is prohibited. All Manufacturer Specific Terms that allow the Contractor to use the name or logo of a Government entity are hereby superseded."
495,"“END-USER”: an LICENSEE, an entity entitled to order under AGENCY Multiple Award Schedule (MAS) contracts as defined in AGENCY Order OGP 4800.2I, as may be revised from time to time."
7505,Subscription Period Extension:        The Customer will be entitled to extend the Subscription Period annually by paying the then current Annual Subscription Fees prior to the completion of the current Subscription Period.
7150,"Reverse engineer, decompile or disassemble the Product, in whole or in part;"
3110,An extract of 1024 x 1024 pixels maximum; or
7079,RESERVED.
6001,"Limitation of Liability; Confidentiality; Audit; Export Control. Customer agrees to these Technical Support and Maintenance Terms and Conditions as part of one or more product licenses or services agreements between Company and the Customer (“Underlying Agreement”). THE LIMITATION OF LIABILITY, CONFIDENTIALITY, PRIVACY, AUDIT AND EXPORT CONTROL PROVISIONS OF THE RELEVANT UNDERLYING AGREEMENT ARE INCORPORATED INTO THESE TECHNICAL SUPPORT AND MAINTENANCE TERMS AND CONDITIONS.
"
8706,"TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, THIRD-PARTY SERVICES, OR MATERIALS PROVIDED BY COMPANY, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW, REPRESENTATION STATEMENTS, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT NEITHER COMPANY NOR ANY SERVICES, THIRD-PARTY SERVICES, OR MATERIALS PROVIDED BY COMPANY WILL BE CONSTRUED AS COMPANY PROVIDING ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD PARTY. EACH PARTY WILL BE SOLELY AND INDIVIDUALLY RESPONSIBLE TO COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO ITS RESPECTIVE BUSINESS OPERATIONS. THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O).  IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109."
197,"
Title:	 Date: 	 "
7886,The Customer shall:
8107,"The rights described below (except referred to in paragraphs (a) and (b)) are granted with respect to the AREA OF INTEREST only. Therefore, no right (except referred to in paragraphs (a) and (b)) is hereby granted to the END-USER on any part of the IMAGERY out of the AREA OF INTEREST."
4759,"Escalations for software-related Issues will be directed to COMPANY Engineering and for hardware-related Issues to the equipment manufacturer, as needed."
4466,Device number (MSISDN & IMEI);
7655,"Technical Support. Subject to Section 12 (Training Course and COMPANY Academic Network Use) of this Agreement, technical support services for the Service (“Technical Support”) are included in the subscription at no additional charge. Technical Support consists of the services set out at (or such URL as may be utilized by COMPANY for this purpose), which services may be amended or updated by COMPANY from time to time. Technical Support will be provided to your employees or contractors who are authorized to use the Service. If you have purchased your subscription to the Service from an COMPANY authorized distributor or reseller, some of the Technical Support services may be provided by the distributor or reseller on terms agreed upon between you and the distributor or reseller. Technical Support does not include the development or support of any customized applications for the Service by COMPANY. The provision of Technical Support and this Agreement do not impose any obligation on COMPANY to release new or updated versions of the Service. Technical Support will not be provided if you are using the Service in a manner which breaches this Agreement. Technical Support is only available during the term of your paid subscription as set out in Section 4 (Term and Renewal)."
140,"
11.12.        Confidentiality.  Each party shall maintain in confidence and not disclose to third parties the terms of this Agreement.   Each party acknowledges that it may be exposed to certain information that is confidential and proprietary information and not generally known to the public.  Each party will hold the other’s confidential information in confidence and will not disclose such confidential information to third parties nor use such confidential information for any purpose other than as contemplated hereunder.  Each party agrees (a) to take all appropriate action to ensure the confidentiality and security of the other’s  confidential information, and (b) to treat the other’s  confidential information with the same degree of care that it uses to protect its own confidential information of like kind and value, but in no case less than a reasonable degree of care.  Each  party acknowledges that a breach of this Paragraph 11 may cause irreparable harm to the other  and that each party shall be entitled to seek injunctive or other equitable relief in the case of such breach or threatened breach in addition to any other remedies it may have in law or in equity.
"
1979,3.2 Customer shall promptly inform Company in the event Customer becomes aware that the Product is claimed to make infringement on any third party Intelllectual property rights. Company shall solely decide upon the actions to be taken in connection with such possible claims for infringement. Company shall not be liable to Customer for any damages resulting from any such third party infringement claim.
5271,"Hosting Service. In order to receive the Hosting Service, Client is responsible to:"
4782,"Except as expressly provided herein, no part of the Websites, Services or Content may be used for the benefit of any third party, or sold, offered for sale, re-sold, or offered for re-sale to any third party. By accessing the Services, you agree not to reverse-engineer any part of the Websites, Services, Content, or software, or to use or attempt to use third parties to reverse-engineer any part of the Websites, Services, Content, or software.
The Company may change, delete, update, or replace the Content at any time. The Content is available for informational purposes only and is not binding on the Company.
Should you choose to provide any content, information, data, or other materials to the Company on or through the Websites or Services, including by contacting the Company, providing comments or ideas about the Websites, or providing your biometric data (together, the “User Content”), Ownership of the User Content is as set forth in the copyright statute, 17 U.S.C. § 103, you agree to grant the Company a non-exclusive, transferrable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to use, copy, reproduce, modify, adapt, edit, translate, publish, perform, display, and keep any such User Content without payment or restriction. If you make User Content available, you represent that you have the right to make said User Content available, and are responsible and liable for said User Content.
"
1972,"3.2	Termination for Cause. In the event of a material breach, COMPANY may submit a claim to the contracting officer for consideration, and shall continue performance during the pendency of the claim, in conjunction with FAR 52.233.1."
8220,"THE WARRANTIES DESCRIBED HEREIN AND/OR ACCOMPANYING PRODUCTS ARE IN LIEU OFALL OTHER WARRANTIES OR CONDITIONS AND, SAVE AS OTHERWISE PROVIDED HEREIN, COMPANY MAKES AND THERE ARE NO OTHER WARRANTIES OR CONDITIONS OR REPRESENTATIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, AND COMPANY MOBILITIY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET ANY OR ALL OF ANY ORGANIZATION’S PARTICULAR REQUIREMENTS, THAT THE OPERATION OF THE PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED OR THAT THE PRODUCTS WILL PREVENT OCCURRENCES OF PROPERTY PRODUCTGE,"
4103,CONFIDENTIALITY.
4340,D. The Licensed Software may include software developed by a third party. The third party shall not be liable to you for any breach by Company.
6703,Posting obscene content (including child pornography);
8344,"This agreement is governed by United States Federal law.

Nothing  contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.

Notwithstanding the terms of the Federal, State, and Local Taxes Clause, the contract price excludes all State and Local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. Vendor shall state separately on its invoices taxes excluded from the fees, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3.  

The Anti-Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval.  Procedures for securing such approval are set forth in FAR 42.1204.

Vendor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.

This Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them.  A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs.

Force Majeure. Excusable delays shall be governed by FAR 52.212-4(f).

"
1189,"10. Monthly Uptime. COMPANY will maintain systems and controls designed to maximize Monthly Uptime, minimize unscheduled outages, and enable the most prompt notification possible in the event of any unscheduled outage. COMPANY will credit to Ordering Activity the percentage specified below of the total Monthly Fee paid by Ordering Activity to COMPANY, for any calendar month in which Monthly Uptime for the month falls within the range specified below.
COMPANY will employ automated tools to monitor Monthly Uptime. If Monthly Uptime falls below 99.5% for any 3 consecutive months, or falls below 95% in any single month, Ordering Activity may terminate the Agreement in accordance with the Agreement. “Monthly Uptime” means the amount of time in any given month that the Cloud Site is operational and functional in all material respects, as a percentage of the total amount of time in such month, excluding Scheduled Outages. “Monthly Fee” means the amount of the recurring license fee paid by Ordering Activity under the Agreement that is allocable to 1 month (does not include implementation, configuration, professional or other nonrecurring fees). The remedies in this Section are the sole and exclusive remedies available to Ordering Activity for any failure by COMPANY to maintain the required Monthly Uptime. The Monthly Uptime commitment only applies to the portion of the Cloud Site that is hosted in a COMPANY Data Center. Components located on Ordering Activity’s network or systems are not covered under the Monthly Uptime."
1075,"1.23.        Temporary Use means use of the Licensed Materials at a site, location or in a geographic area not otherwise licensed hereunder by You, but wherein the use of the Licensed Materials must: a) be temporary and time-limited; b) in no event result in an additional copy of the Licensed Materials being made or installed on any other party’s computers or computer networks; c) in no event allow ongoing use of the Licensed Materials by any third party, except as may otherwise be allowed herein; and d) in no event compromise or disclose COMPANY’s confidential and trade secret information. By way of example only, the kind of Temporary Use that may be permitted hereunder would be if You had the Licensed Materials on a portable computer for purposes of taking them to a contractor site that is working with you on company business, and who is fully obligated to abide by confidentiality and other restrictions regarding any such materials that you disclose to them. In such case, You might show the Licensed Materials to said contractor, but in no event would      leave behind a copy or install the same on said contractor’s computers or computer networks."
1478,14.3. No waiver. The failure of Licensor to insist upon strict performance of any of the terms and conditions of this License will not be deemed a waiver of any rights or remedies that Licensor may have and will not be deemed a waiver of any subsequent default of the terms and conditions of this License.
4814,"EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED HEREIN, COMPANY AND ITS THIRD PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE PRODUCT, SPECIFICATIONS, SUPPORT OR SERVICES DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.  NEITHER COMPANY NOR ITS THIRD PARTY LICENSORS HAVE AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE.  THE COLLECTIVE LIABILITY OF COMPANY AND ITS THIRD PARTY LICENSORS UNDER THIS LICENSE WILL BE LIMITED TO THE AMOUNT PAID  FOR THE PRODUCTCONTRACT PRICE.  NEITHER COMPANY  AND ITS THIRD PARTY LICENSORS NOR LICENSEE WILL HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR OTHER GOODS OR SERVICES FURNISHED TO LICENSEE BY COMPANY , EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES."
3736,"COMPANY LICENSE, WARRANTY AND SUPPORT TERMS"
4141,Contact Name: 		Sign:
222,"
Per company; flat fee
“Per company; flat fee” is a flat fee charged for unlimited access to a product.
"
4248,"Customer agrees to use Location Services and the Location Information provided thereby only for lawful purposes, and Customer agrees to comply with all applicable laws and rules and any additional terms that Company may incorporate into this Agreement with or without notice to Customer. Customer agrees that Customer will not misuse the Location Services and Customer will be responsible for any costs incurred by Company or any other party (including attorney’s fees) as a result of Customer’s misuse or fraudulent use of the Location Services.  Misuse or fraudulent use includes, but is not limited to"
5430,"Important features of the Services are unavailable, but an alternative solution is available or non-essential features of the Services are unavailable with no alternative solution. The impact on the Licensee or its users is minimal loss of operational functionality or implementation resources."
3469,"By installing, copying, or otherwise using the Software, executing this Agreement in writing, you agree to be bound by the terms of this License Agreement"
8171,"THE SOFTWARE YOU HAVE LICENSED MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED COPYING. YOU MAY NOT DISABLE OR ATTEMPT TO CIRCUMVENT SUCH TECHNOLOGY. FAILURE TO COMPLY WITH THE PROCESS FOR SUCH ACTIVATION OR ATTEMPTING TO CIRCUMVENT SUCH PROCESS MAY RESULT IN THE SOFTWARE BEING INACCESSIBLE TO YOU. ENGAGING IN ANY SUCH ACTIVITY MEANT TO MODIFY OR CIRCUMVENT SUCH RESTRICTIONS ON UNAUTHORIZED COPYING SHALL RESULT IN IMMEDIATE TERMINATION OF THIS EULA, WHETHER OR NOT COMPANY IS AWARE OF YOUR ACTIVITIES AT THE TIME OR DISCOVERS THEM LATER. ANY FURTHER USE OF THE SOFTWARE OR OTHER LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION MAY EXPOSE YOU TO LIABILITY FOR COPYRIGHT INFRINGEMENT AND OTHER CLAIMS ."
5258,High Risk Activities. LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSOR’S PROPRIETARY SOFTWARE IS NOT DESIGNED OR APPROVED FOR ANY PRODUCTS THAT ARE USED OR DESIGNED TO BE USED IN CONNECTION   WITH   ANY   ACTIVITIES   WHERE   THE   FAILURE   OF SUCH
6793,PRODUCTS AND SERVICES. IN NO EVENT WILL COMPANY BE LIABLE FOR PRODUCTGE TO PERSON OR PROPERTY BECAUSE OF THE COMPLETE OR PARTIAL FAILURE OF ITS PRODUCT TO OPERATE. THE FOREGOING EXCLUSION/LIMITATION OF LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY OR DEATH RESULTING FROM COMPANY’S GROSS NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.
3719,"Company is a cloud-based portfolio prioritization and resource optimization software company that provides a solution to organizations’ critical decision-making in R&D, capital planning, IT portfolio planning, and budget allocation. Company combines experts’ judgments with data to establish priorities in an efficient, collaborative framework. Unlike static spreadsheets and unstructured boardroom table discussions, Company rapCOMPANYy engages decision-makers to achieve better outcomes in a resource-constrained environment. Driven by sophisticated analytics, the software allows organizations to identify and prioritize criteria that tie directly to its strategic goals."
8696,"TO THE EXTENT NOT OFFSET BY ITS INSURANCE COVERAGE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL COMPANY’S CUMULATIVE LIABILITY FOR ANY GENERAL, INCIDENTAL, SPECIAL, COMPENSATORY, OR PUNITIVE PRODUCTGES WHATSOEVER SUFFERED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY EXCEED THE FEES PAID TO COMPANY BY CUSTOMER DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CIRCUMSTANCES WHICH GIVE RISE TO SUCH CLAIM(S) OF LIABILITY, EVEN IF COMPANY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH PRODUCTGES. This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute, including the False Claims Act, 31 U.S.C. §§ 3729- 3733."
5134,"General. If there is a local subsidiary of Company in the country in which this License was purchased, then the local law in which the subsidiary sits shall govern this License. Otherwise, Tthis License shall be governed by the laws of the State of California . The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980), as amended, is specifically excluded from application to this License. This License, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), constitutes the entire agreement between the parties with respect to the Software licensed under these terms, and it supersedes all prior or contemporaneous agreement, arrangement and understanding regarding such subject matter, except that a Purchase Order supersedes this Agreement. You acknowledge and agree that you have not relied on any representations made by Company, however, nothing in this License shall limit or exclude liability for any representation made fraudulently. No amendment to or modification of this License will be binding unless in writing and signed by Company both parties. If any provision of this License shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. No failure or delay by Company in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of Company shall operate as a waiver or preclude any other or further exercise of that or any other right or remedy. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described in this License. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252-227-7013 (OCT 1988), as applicable.

"
8293,"This Agreement and the terms and condition of the AGENCY IT Schedule 70 together constitute the entire agreement between the parties concerning Licensee's use of the Software and supersede any and all communications, representations, and arrangements, whether written or oral concerning the subject matter hereof and Licensee hereby acknowledges that no reliance is placed on any representations made but not embodied in this Agreement. This Agreement may only be modified or supplemented in a writing signed by both parties. No purchase order, other ordering document or any hand written or typewritten text issued by Licensee which purports to modify or supplement the text of this Agreement shall add to or vary the terms of this Agreement unless signed by both parties. This Agreement is hereby executed on behalf of the parties on the date last below written."
3785,COMPANY provides routine updates on resolution efforts.
3026,"AGREEMENT dated August 1, 2016______________ (“Agreement”) between Company having an address at ADDRESS, and__________________ (Customer), having an address at __________________________."
5711,"invoice during the term of this Agreement, unless otherwise specified in Exhibit A.  Payments not received"
8948,"Verification. You acknowledge and agree that COMPANY may, upon reasonable notice to you and no more than once per year, request records to verify that your use of the Software complies with the terms of this Agreement subject to applicable Government security requirements. If COMPANY reasonably believes that such report is not correctly disclosing information of your Software usage, COMPANY will conduct an audit at your  business  premises to verify that your use of the Software complies with  this Agreement. Such audit will be carried out during business hours and in accordance with your reasonable site security requirements. If the audit shows that you are in violation of this Agreement, you will reimburse COMPANY for its reasonable  expenses related to the audit and will pay any appropriate additional fees."
8861,"Upon Delivery of the Software, LICENSEE will receive an authorization code that will allow for temporary access to and use of the Software (""Temporary License Key""). The Temporary License Key will expire forty- five (45) days from the date of Delivery. Upon full receipt by LICENSOR of the applicable license fees for the Software, LICENSOR will issue an authorization code that will allow for the use of the Software during the term hereof (a ""Permanent License Key""). In the event LICENSOR does not receive full payment for the Software and Software Assurance subscription, LICENSOR may refuse to issue the Permanent License Key. This may result in LICENSEE's inability to access and/or use the Software, and LICENSOR hereby disclaims any and all liability for harm or damages that LICENSEE may incur as a result."
1910,"3. License Grant.
3.1. Subject to the terms and conditions of this Agreement and in consideration for the payment of the applicable fees included in the Order Form, as part of a Subscription, We hereby grant to You, solely during the Order Term, a limited, non-exclusive, non-transferable term license (the “License”) to access and use the COMPANY Software, as applicable, as well as any Documentation, solely for your internal business use, within the business or functional unit identified on an Order Form, limited to use within the scope defined on an Order Form and in accordance with the Documentation. If You elect to have Us provide COMPANY Hosting, We will provide access to the COMPANY Software to Authorized Users. Access means providing a way to use the COMPANY Software where We operate and manage the COMPANY Software on behalf of You via the COMPANY Hosting. In the case of a Ordering Activity Hosted Subscription, Your installation of Our Software is subject to the technical requirements in Our then-current Technical and System Security Specifications document, a copy of which is attached as Exhibit A.."
4788,"EXCEPT AS EXPRESSLY STATED IN THE PRECEDING PARAGRAPH OF THIS ATTACHMENT AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER CONTRACTOR NOR ANY SUPPLIER OF CONTRACTOR MAKE ANY WARRANTIES OF ANY KIND, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, MAINTENANCE, OR SERVICES PROVIDED UNDER THIS ATTACHMENT. CONTRACTOR FURTHER EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CONTRACTOR MAKES NO WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE."
3883,COMPANY Support Processing
9020,"Warranty. Company WARRANTS THAT THE SUPPORT WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. FOR ANY BREACH OF THIS WARRANTY, CUSTOMER’S SOLE AND EXCLCountryIVE REMEDY, AND Company’S ENTIRE LIABILITY SHALL BE THE RE-PERFORMANCE OF THE NON-CONFORMING SUPPORT. Company SHALL ONLY HAVE LIABILITY FOR SUCH BREACHES OF WARRANTY IF CUSTOMER PROVIDES WRITTEN NOTICE OF THE BREACH TO Company WITHIN THIRTY
(30) DAYS OF THE PERFORMANCE OF THE APPLICABLE SUPPORT. THIS WARRANTY IS CUSTOMER'S EXCLUSIVE WARRANTY AND REPLACES ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, CONFORMITY TO ANY REPRESENTATION, SKILL AND CARE. Company DOES NOT WARRANT OR GUARANTEE THAT SUPPORT WILL BE FREE FROM ERRORS OR DEFECTS OR THAT THE SUPPORT WILL PROTECT AGAINST ALL POSSIBLE THREATS.

Some states or jurisdictions do not allow the exclusion of express or implied warranties, so the above disclaimer may not apply to you. IN THAT EVENT SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY THE APPLICABLE LAW (IF ANY).
"
5614,"Individual software licenses may not be shared among multiple end users. Licenses may be transferred between end users no more than once per year, absent express approval of COMPANY."
8196,"The terms of this Agreement and each applicable Addendum are the complete and exclusive agreement between the Parties with respect to the subject matter of this Agreement and each applicable Addendum, and supersede any previous or contemporaneous agreement, proposal, commitment, representation, or other communication whether oral or written between the Parties regarding such subject matter.  This Agreement and each applicable Addendum prevail over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by Customer, even if signed and returned.   If this Agreement or any applicable Addendum is translated in any language other than the English language, then in the event of a conflict between the English language version and the translated version, the English language version shall prevail in all respects. "
8077,"The Product is protected by copyright and all other applicable intellectual property laws and treaties of the United States and other nations and by any international treaties, unless specifically excluded herein. COMPANY Parties own the title, copyright, and other Intellectual Property Rights in the Product. The Product is licensed, not sold."
8542,"This License, together with the underlying GSA Schedule Contract, Schedule Pricelist, Purchase Order(s), constitutes the entire agreement and understanding between the parties and supersedes any prior agreement or understanding whether oral or written, relating to the subject of this License. This License may only be modified by both parties.
"
1492,"15.   Governing
Law/Jurisdiction.  This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of California, if you purchased the Licensed Software and Services in the United States or Canada, or (b) in England and Wales if you purchased the Licensed Software and Services in any country other than the United States and Canada, unless another local law is required to be applied. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform Computer Information Transactions Act as enacted shall not apply. The state or federal courts of competent jurisdiction located in San Francisco, California, when the laws of California apply, and the courts of London, England when the laws of England and Wales apply, shall each have exclusive jurisdiction over all disputes relating to this Agreement."
6863,provide procedures for the proper disposal of Client Data.
233,"
Virtual Machine
(may also be referred to as VM or Virtual Instance or Virtual Server)
For products determined by Company Security to be network-based, a “Virtual Machine” is a single virtual emulation of a computing environment, running as a separate virtual machine, on a single physical host, and making use of the services of a single hypervisor, that provisions the network-based Company software product to other
virtual emulations.


For products determined by Company Security not to be network-based, a “Virtual Machine” is a single virtual emulation of an operating system, running as a separate virtual machine, on a physical host, and making use of the services of a single hypervisor.
"
8088,The products licensed hereunder contain or incorporate software licensed from Lumeta Corporation
7660,"Temporary Use means use of the Licensed Materials at a site, location or in a geographic area not otherwise licensed hereunder by You, but wherein the use of the Licensed Materials must:"
226,"
Server
A “Server”  is  a computer  or  device on  a network that manages network resources. For example, a File Server is a computer and storage device dedicated to storing files. A Print Server is a computer that manages one or more printers. A Network Server is a computer that manages network traffic. A Database Server is a computer system that processes database queries.
"
6734,"Primary Admin User. In order to use the Services, the Customer must designate a single “Primary Admin User” for each Group (also known as a “Primary Admin”). The Group’s Primary Admin User will be provided with an Enterprise Account with additional Group administration and billing management features. The Primary Admin User is also considered to be an Admin User and an End User."
3127,Anonymous Information Collected Automatically
3488,"By written agreement, the parties may add additional Vendor software programs to this Agreement. Upon such agreement (together with Customer's appropriate purchase order), the additional programs will thereafter be included in ""Software"" under this Agreement. No terms stated in Customer's purchase order or other form document will modify this Agreement. Vendor reserves the right to require different or additional terms and conditions for the licensing of any additional software."
4090,CONFIDENTIALITY
5173,Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of STATE (USA) as if made in and performed entirely within STATE. The parties expressly reject any application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.
2802,"9.          STATEMENT CONCERNING AVAILABILITY OF EXPORT PACKING
Export packing is available.  In the event export requires additional packaging beyond COMPANY’s standard commercial packaging, such packaging may require an additional charge.  If such a charge is required, it will be separately quoted on an open market basis and will be listed as an open market line item on the Delivery Order. "
3984,"COMPANY, Inc. Subscription Agreement"
5788,LICENSE
6967,regulations; (e) Contractors shall return to LICENSEE the Program and all Documentation upon completion of application
5993,Limitation of Liability
3370,b. Separation of Components. The SOFTWARE is licensed as a single product. Its component parts and any upgrades may not be separated for use on more than one computer.
3933,"COMPANY will bill the Customer, and the Customer will pay, for any accrued but unbilled fees (such as overage fees). The Customer will remain liable to pay any invoices outstanding on the termination date."
2480,"6.0 LICENSE RESTRICTIONS. Customer may not, without Company’s prior written consent, conduct, cause or permit the: (a) use, copying, publishing, distribution, modification, rental, lease, sublease, sublicense, assigning or otherwise transferring of the Licensed Software except as expressly provided in the Agreement; (b) creation of any derivative works based on, or from the use of, the Licensed Software; (c) reverse engineering, disassembly, decompiling, or other attempt to derive source code of the Licensed Software; (except that to the extent (i) Customer may be expressly permitted to decompile by law and it is essential to do so solely in order to achieve interoperability of the Licensed Software with another software program, and (ii) Customer has first asked Company to provide the information necessary to achieve such interoperability (subject to reasonable conditions and fees at Company’s discretion) and Company has not made such information available. Any such information supplied by Company and any information obtained by Customer for such permitted decompilation may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Licensed Software. Requests for such information should be directed to Company Enterprise Customer Care at (i) Address, U.S.A., if Customer is located in the Americas (ii) Address, Ireland, if Customer is located in Europe, the Middle East, or Africa, or (iii) Address if Customer is located in Asia Pacific or Japan; (d) use of the Licensed Software in connection with service bureau, facility management, timeshare, service provider or like activity whereby Customer operates or uses the Licensed Software for the benefit of a third party; (e) use of the Licensed Software by any party other than Customer or Customer’s Consultants; (f) use of a version of the Licensed Software other than the version that Customer has acquired the right to use as indicated in an Entitlement Confirmation; nor (g) use of the Licensed Software above the Use Level indicated in the applicable Entitlement Confirmation. If Company provides the Licensed Software (i) embedded, incorporated or loaded onto Hardware, or (ii) made available for download to designated Hardware, then the license is restricted to use on that device only and must otherwise be in accordance with the Hardware Terms of Use (Section 13.0 below). Additionally, Customer may not, (iii) modify, block, circumvent or otherwise interfere with any authentication, license key or security measures in the Licensed Software, (iv) use or permit use of the Licensed Software for on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or aircraft communications systems, air traffic control, life support systems, human implantation, nuclear facilities or systems or weapons systems, or any other application known to Customer where product failure would lead to loss of life or catastrophic property damage, in which the failure of the Licensed Software could lead directly to death, personal injury, or severe physical or environmental damage."
2027,"3.5        Redemption Obligations. You shall comply with your obligations specified in these Terms, the Deal Request, and other obligations regarding the use of your Physicians Account. In addition, when redeeming Vouchers, you shall: (a) honor the Vouchers during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b)
 
handle all customer service in connection with the redemption and use of the Vouchers; (c) honor any Voucher presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Promo Fine Print (as defined below) or otherwise stated prominently on the face of the Voucher or, (ii) you reasonably believe that individual obtained the Voucher in an unauthorized or illegal manner, in which case you shall immediately contact COMPANY and explain the circumstances; (d) apply the Amount Paid of the Voucher to another service provided by you in the event you determine the particular service is not suitable and/or recommended in your sole discretion for that individual; and (e) comply with the terms and conditions stated on the Voucher without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the Voucher. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer (""Promo Fine Print"") in the Deal Request, and COMPANY shall have no liability for the nature of your Promo Fine Print or your failure to specify appropriate Promo Fine Print terms.
"
3691,COMPANY END-USER LICENSE AGREEMENT
1603,"19. US GOVERNMENT END USERS ONLY. For US government end-users only, the COMPANY is a ""commercial item"" as defined at 48 C.F.R. 2.101, consisting of ""commercial computer software"" and ""commercial computer software documentation"" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and  48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein."
7095,Reserved.
5270,HOSTING SERVICE LEVEL AGREEMENT
850,** Onsite Spares Kit includes spare parts for the most common hardware break/fix Issues. LICENSEE should report all hardware Issues to COMPANY Support. COMPANY Support will provide remote assistance for the installation of spare replacement parts and will order a replacement for the LICENSEE. Onsite Spares Kits are purchased separately.
149,"
b. PAYMENT TERMS. Company will offer you the opportunity to subscribe to the monthly or annual subscription fee, as applicable. After the free 30-day evaluation period, if you do not sign up, for a fee- based version of the Company Products and Services, Company will remove all User Data from the Public Cloud, however you will still be permitted to use the free ad-supported version of Company Software and backup User Data to your Private Cloud, subject to the terms of this Agreement, for as long as this service is made available to you by Company, in Company’s sole discretion. BY BOTH PARTIES ACCEPTING THIS AGREEMENT IN WRITINGAND USING Company PRODUCTS AND SERVICES, YOU EXPRESSLY AUTHORIZE Company TO INVOICE THE ORDERING ACTIVITY AND ORDERING ACTIVITY WILL PAY THE INVOICE WITHIN THIRTY (30) DAYS OF RECEIPTBILL AND COLLECT PAYMENT FROM YOU BY ANY PAYMENT METHOD YOU REGISTER WITH Company INCLUDING, BUT NOT LIMITED TO, YOUR CREDIT CARD, BANK ACCOUNT, OR ONLINE PAYMENT SYSTEM SUCH AS PAYPAL.


"
4857,Exhibit A
1080,"1.27.        Extensions means additional software, features or functionality that You may license from COMPANY or that in some cases may be supplied as part of COMPANY Subscription to extend the capabilities of any of the COMPANY Products that You have licensed, such as Libraries or additional layers of design capability. Licenses to Extensions are all Time-Limited Licenses as defined above and non-refundable."
2724,"8.11        Customer shall not assign this Agreement without the prior written consent of COMPANY.  Any assignment in violation of this provision shall be void and without effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
"
1980,"3.2 Feedback. You may from time to time provide suggestions, comments, or other feedback to us with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for COMPANY You shall, and hereby do, grant to Company a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose."
3611,Commercially reasonable efforts to diagnose and resolve defects and errors in the Licensed Software and Documentation.
8756,"Twelve (12) equal monthly installments of $___________ due 15 30 days after receipt of payment from Client, with the payments starting in April with the last payment no later than March 15, 2014 .  Option periods will be paid in equal monthly installments based on monthly customer support fee plus annual license fees, payable 15 30 days after receipt of payment from Client."
1113,"1.5 “Personal Information” means any personal data as defined by applicable data protection laws, provided to Company by Customer, or collected by Company from Customer, in connection with Company’s provision and Customer’s use of Company Solutions. Personal Information may include, without limitation, names, e-mail addresses, IP addresses and contact details of Customer’s designated users and contacts, any service call data, and log data that may include destination IP addresses or usernames. Personal Information does not include anonymous data."
2115,"4. INTELLECTUAL PROPERTY RIGHTS
Except as expressly set forth herein, Company alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software, and all enhancements, modifications thereof, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Ordering Activity or any third party relating to the Service and/or the Software are hereby assigned to Company. Ordering Activity will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Ordering Activity any rights of ownership in or related to the Service or Software, or any intellectual property rights.  Ownership of derivative works should be as set forth in the copyright statute, 17 U.S.C. § 103 and the FAR clause at 52.227-14, but at a minimum, the Ordering Activity shall receive unlimited rights to use such derivative works at no further cost.
[Company will obtain and process infrastructure and application metrics provided by or on behalf of Ordering Activity (“Content”) only to perform its obligations under this Agreement. Ordering Activity and its licensors shall (and Ordering Activity hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all Content distributed through the Services and the intellectual property rights with respect to that Content. If Company receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party (a “Claim”), Company
Company shall hold Ordering Activity harmless from liability to unaffiliated third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume control over defense and settlement; Company will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by Company, (ii) resulting in whole or in part in accordance from Ordering Activity specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Ordering Activity continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Ordering Activity’s use of is not strictly in accordance with this Agreement and all related documentation.  Company Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or action brought against the U.S., pursuant to its jurisdictional statute 28 U.S.C. §516."
7925,the entity name and country of each AFFILIATED END-USER; and
8413,"This Agreement, together with the underlying AGENCY Schedule Contract, Schedule Pricelist, and Purchase Order(s), sets forth the entire agreement and understanding of the Parties relating to the object hereof and merges all prior discussions and agreements of the matter hereof between them. A negotiated purchase order would take precedence as the negotiated purchase order would demonstrate any changes to these terms to meet the ordering activity’s minimum needs."
4295,"Customer shall pay Company the fees set forth in the Quote for the entirety of the Term within thirty (30) days from the date of this Project Order; provided, however, that Customer has elected to utilize the service of Company’s third party financing entity, Copany Finance (“CF”) that will allow Customer to pay the sum of $[New payment schedule with lesser payments initially to be inserted once numbers finalized] per month for each month of the Term, in accordance with the written terms agreed upon between Customer and CF (the “Installment Payment Agreement”). The first such payment shall be made by Customer on or before ____, 2017, in accordance with the terms of the  Installment Payment Agreement.Company shall invoice customer for the fees set forth in the Government Purchase Order, in accordance with the payment and invoicing terms in the GSA Schedule Contract and Schedule Price List."
1348,"12.11	Equitable Relief. Each party acknowledges that a breach by a party of Section 3.3 (Usage Restrictions) or Section 7 (Non-Disclosure and Confidentiality) may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary ."
5691,Intelligent Network Monitoring
4516,"Dispute Resolution and Standing.   Any disputes relating to the Manufacturer Specific Terms or to this Rider shall be resolved in accordance with the FAR, the underlying GSA Schedule Contract, any applicable GSA Customer Purchase Orders, and the Contract Disputes Act. The Ordering Activity expressly acknowledges that COMPANY as contractor, on behalf of the Manufacturer, shall have standing to bring such claim under the Contract Disputes Act."
4701,"Enterprise Services. As part of the Customer’s Enterprise subscription, COMPANY will provide the Customer with access to and use of the chirrp platform."
3427,"By accessing and using the Location Services, Customer expressly agrees to and hereby grants Company a limited, irrevocable, royalty-free, sublicensable, non-exclusive license to copy, reproduce, store, adapt, modify, translate, and distribute Subscriber Data solely to enable Company to provide and improve the Location Services, provided such Subscriber Data is handled in accordance with applicable Government security requirements. Customer acknowledges and agrees that Company may store Location Information for up to twelve (12) months."
2790,8.8 This Agreement shall be governed by and construed in accordance with the Federal laws of the State of United States. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
2973,Additional Payment Obligations. All payments will be made in U.S. dollars. Fees are due within 30 days from receipt of COMPANY’s invoice (or as otherwise set forth in the invoice) unless subject to a reasonable and good faith dispute.
6243,"NEITHER Company NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE, ARISING FROM THIS EULA OR FROM THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IFCompany OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Company’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS EULA, OR THE USE OF THE LICENSED SOFTWARE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE CONTRACT PRICEFEES  YOU PAID TO COMPANY FOR THE DEFICIENT LICENSED SOFTWARE UNDER THIS EULA.  Except for actions relating to death or personal injury to persons caused by the negligence of COMPANY, no action, regardless of form, arising out of or relating to this EULA or the Licensed Software may be brought by you against COMPANY more than six (6) two years after the cause of action has accrued.  THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733.  FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION)."
5800,"License from COMPANY. In connection with Your use of the Hosted Services, COMPANY grants You a"
1148,"1.8.  “Ordering Activity Hosted” means the right granted by Us during an Order Term for You to install and use the COMPANY Software at Your location and the right to the technical support. An Order Form must designate that it is a Ordering Activity Hosted Subscription in order for You to have the right to install and use the COMPANY Software. In the absence of a Ordering Activity Hosted Subscription designation on an Order Form, We will host the COMPANY Software per Section 7 of this Agreement."
962,"1.1 Generally. You may access and use the Services in accordance with these License Terms
and the agreement between you and Provider. COMPANY Service Level Agreements do not apply to
your use of the Services. You will adhere to all laws, rules, and regulations applicable to your
use of the Services, including the Service Terms, the Acceptable Use Policy  and the other
Policies as defined in Section 9. 
"
6030,"LIMITATION OF PRODUCTGES. Except for damages arising from unauthorized use or disclosure by COMPANY of Licensee’s Confidential Information and for amounts payable by COMPANY under its indemnification obligation under this Agreement, COMPANY’s liability for damages to Licensee for any cause whatsoever, re- gardless of the form of any claim or action, shall not exceed (1) for a claim arising during the Warranty Peri- od, the aggregate license fees paid by Licensee for the Licensed Software covered by such warranty, or (2) for a claim arising after the Warranty Period, the aggregate support fees paid by Licensee with respect to the 3 month period before the claim. COMPANY shall not be liable for any loss of data, revenue, profits, or usage of any Product, or for interruption of business, arising out of or in connection with the use or performance of any Product or any delay or failure in delivering any Prod- uct, even if COMPANY has been advised of the possibility of such damages."
7802,"The Anti-Assignment Act, 41 USC 6305, prohibits the assignment of Government contracts without the Government's prior approval. Procedures for securing such approval are set forth in FAR 42.1204."
364,"""Service"" shall mean collectively, the Client Software and the Server Software, each in machine readable (object code) form only, and associated media, printed materials, and ""online"" or electronic documentation, if any, supplied by COMPANY."
4370,DATE        Page 1 of 1        DATE
4967,"For devices using the Application we may collect the following Data, which may include personal data:"
5313,"If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer  Activity or except with Company’ without the other party’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement with written notice to Customer.  Both partiesThe Ordering Activity and Company agree that this Agreement, along with the underlying GSA schedule Contract, Schedule Pricelist and Purchase Orders are is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  In the event of a conflict between this Agreement and a Negotiated Purchased Order, the Purchase Order Shall prevail  Whenever the words: “include” or “including” are used in this Agreement, they will be deemed to be followed by the words: “without limitation”.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer  Activity does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.  Company will not be liable for any loss resulting from a cause over which it does not have direct control.  This Agreement will be governed by Federal the laws of the State of California, United .States of America.A. without regard to its conflict of laws provisions.  The federal and state courts sitting in San Francisco, California, U.S.A. When the Ordering Activity is an instrumentality of the U.S., recourse against the United States for any alleged breach  of this Agreement must be brought as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, Company shall proceed diligently with performance of this Agreement, pending final resolution of any request for relief, claim, appeal, or action arising under the Agreement, and comply with any decision of the Contracting Officer.will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement, provided that either party may seek injunctive relief in any court of competent jurisdiction.  Customer  Activity agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Company.  Company is permitted to disclose that. 

"
3462,"BY EXECUTING THIS AGREEMENT OR THE ACCOMPANYING PURCHASE ORDER IN WRITING BY CLICKING THE “ACCEPT” BUTTON OR DOWNLOADING, INSTALLING OR USING AT&T LANDLINE TEXTING , YOU AFFIRM THAT YOU ARE A HUMAN OVER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE AND THAT YOU ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS LICENSE AND IN THE RELATED AGREEMENTS, AND TO ABIDE BY AND COMPLY WITH THIS LICENSE AND THE RELATED AGREEMENTS.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES, AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS ""YOU"" OR ""YOUR"" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES, AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT EXECUTE THIS AGREEMENT OR THE ACCOMPANYING PURCHASE ORDER AND MAY NOT USE Company LANDLINE TEXTING."
201,"
	5.  	DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS EULA, LICENSOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THEIR EQUIVALENTS UNDER LAWS OF ANY JURISDICTION, WITH REGARD TO THE SOFTWARE AND DOCUMENTATION. THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-4(O).  IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S.C. 7101-7109. 
"
6904,"Purchasing, Fees and Payment"
1087,"1.3 “Statement of Work” or ""SOW” means a written statement of work signed by both Parties that describes Consulting Services to be performed by Company and associated Deliverables, Fees, duration of the Consulting Services, and other responsibilities undertaken by Customer and/or Company."
782,"(f) This EULA and the Customer Agreement, together with the underlying GSA Schedule Contract, Schedule Pricelist, and Purchase Order(s), if directly between Licensor and Licensee, constitute the sole and entire agreement of the parties 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. In the event of any inconsistency between the statements in the body of this EULA and the Customer Agreement, the statements in the body of this EULA shall control, except that a Government Purchase Order shall supersede the terms in this Agreement. This EULA 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 EULA, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this EULA 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."
2136,4. Reserved. 
3152,any necessary variations to Charges arising from the change;
3404,"BILLING PROCEDURES.  For each Service, the Company will commence billing on the Billing Commencement Date.  the Company will invoice recurring charges on a monthly basis in advance and non-recurring charges on a monthly basis in arrears.  Customer shall make all payments due hereunder within 30 days after the invoice date (“Payment Due Date”).  At the termination of the ACSA any credit or amount due of $1,000 or less will not be refunded or charged.
Deposits.  the Company may require Customer to pay a deposit as a condition of providing Services. Payment of a deposit does not relieve Customer from Customer’s obligation to pay for Services when due, and does not affect the Company’ right to suspend or disconnect Services for nonpayment.  the Company has the right to apply the deposit against any past due amounts at any time.  At the termination of this Agreement, the Company will refund any deposit balance remaining, without interest.  Customer authorizes the Company to investigate Customer’s credit and share information about Customer with credit reporting agencies. 
"
1419,"13.0 HARDWARE TERMS OF USE. The Hardware is to be used only with the Licensed Software that is pre-installed or delivered for installation. Company shall not be responsible for any software, firmware, information or data provided by Customer or a third party that is contained in, stored on or integrated with any Hardware component returned to Company for repair or replacement, whether under warranty or not."
4239,"CUSTOMER AGREES THAT UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR (I) ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING), INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, OPPORTUNITIES, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR DATA, OR LOSS OF REVENUES OR DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE USE, PERFORMANCE, OR NON-PERFORMANCE OF THE SOFTWARE PRODUCT, WHETHER OR NOT COMPANY HAS BEEN ADVISED OR MADE AWARE OF THE POSSIBILITY OF SUCH LOSS; OR (II) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME, ARISING OUT OF THE USE OF THE SOFTWARE PRODUCT. THIS LIMITATION SHALL BE VALID NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR RESALE IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, WHERE ANY FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY OR INDIRECTLY TO SIGNIFICANT PROPERTY DAMAGE, DATA LOSS OR DISCLOSURE, DEATH, PERSONAL INJURY, OR PHYSICAL DAMAGED.  The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law."
4841,Excusable delays shall be governed by FAR 52.212-4(f).
5873,"LICENSEE cannot use the trademarks of COMPANY or the terms PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT, PRODUCT"
879,"1.           Responsibility
for Use of Software. Licensee is solely 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 EULA."
5202,"GRANT OF LICENSE. Licensor hereby grants to Licensee a nonexclusive license (“License”) to:

install and use one (1) copy of the Software on a Licensee owned and controlled computer system for Licensee’s own internal use within the database size, biometric modality (i.e., face, fingerprint, palm, iris), time period, and other applicable use-based limitations;

use the Documentation solely in furtherance of Licensee’s use of the Software; and

make one (1) archival copy of the Software for disaster recovery purposes. 

Where no express time limitation is contained in the order for the Software that is accepted by Licensor, then subject to each of the parties’ termination rights herein and applicable law, the term of the License granted to Licensee for the Software shall be perpetual.  Licensor reserves all rights in and to the Software that have not been expressly granted to Licensee in this EULA.   
"
2539,"7.        Confidentiality. The Software are proprietary to and the exclusive property of Company constituting valuable work product in the form of copyrighted material, trade secrets and confidential information. You shall not disclose to others or use any such information except as expressly provided herein, except for information (i) lawfully received from a third party which is not subject to confidentiality obligations; (ii) generally available to the public without breach of this Agreement; (iii) lawfully known or developed prior to its receipt of the Software; or (iv) required by law to be disclosed if you provide advance notice to Company of any such required disclosure. No information shall be deemed to be given or received in confidence by either party unless and to the extent it is covered by a separate written agreement.  Company recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor."
8596,"This Software is licensed to be installed and used on only one device. A valid license must be purchased for each device on which the Software is to be installed. This Agreement grants you a non-exclusive, non-transferable license for the internal use only of the Service and any error corrections provided by COMPANY for the number of users set forth on the applicable Service Order Form. For each license you acquire, you may use the Server Software on a single Server and you may use the Client Software on that number of devices which does not exceed the number of licenses for the Client Software set forth on your Service Order Form. If YOU install the Client Software on a computer that allows more than one person to simultaneously access the computer at the same time, the Software must be licensed as a Terminal Server. Terminal Server licensing requires that a license be purchased for each person utilizing the Terminal Server. COMPANY reserves the right to suspend service to any account if it determines, at its sole discretion, that the USER has installed the Service on a computer that should have been licensed as a Terminal Server.  "
5662,INTELLECTUAL PROPERTY
7988,"The license granted in Section 2 is effective until terminated, and will automatically terminate if Licensee fails to comply with any of its provisions, which noncompliance is not corrected within 30 days of written notice by Company, terminated. Upon termination, Licensee will destroy the Product and documentation and all copies or portions thereof."
2746,"8.2 U.S. Government Rights. 
In accordance with Federal Acquisition Regulation (FAR) Sections 12.211 and 12.212, and Defense Federal Acquisition Regulation Supplement (DFARS) Sections 227.7202-1 and 227.7202-3 , the Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If you are using the Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the FAR and the DFARS. 
"
293,- TERMINATION CLAUSE
7367,"SITE OR SERVICE TERMINATIONS, OR NETWORK MODIFICATIONS.  Customer must provide 30-days prior written notice of any modification to or discontinuation of one or more Services or Sites.  Customer is responsible for all charges incurred until Services are discontinued, and other charges may be applicable as provided for in this Agreement.  In the event that Customer ceases operations at any Site (each, a “Closed Site”), subject to the stranded investment provision below, Customer will have no liability for a Site Termination Charge, if a) within 30 days of the cessation of Service at the Closed Site, Customer orders Services that are similar to those provided to the Closed Site with Monthly Recurring Charges (“MRC”) that are equal to or greater than those applicable to the Closed Site, and b) billing commences at the New Site within 60 days after the cessation of Service at the Closed Site.  Despite subsections a) and b) above, if Customer’s Site Deletion or Network Modification during the Agreement causes the Company to have a stranded investment resulting from the Company’ provision of the Customer’s Service(s), Customer is responsible for the costs of the stranded investment incurred by the Company.  "
4304,"Customer will defend, indemnify and hold harmless Company and its affiliates, officers, directors, members, managers, equity holders, employees, insurers, legal counsel, representatives, and agents from and against any and all third party claims (including any investigation, action or other proceeding) and all damages, losses, liabilities, costs and expenses (including attorneys’ fees and court costs) that constitute, or arise out of or in connection with: (i) any breach by Customer of Customer’s representations, warranties, agreements and covenants set forth in this Agreement; or (ii) use or misuse of the Software and/or the Services by Customer"
1812,"20.4.	Application Company  Windows for Embedded Systems. Application Company  Windows for Embedded Systems may be included with the software and have different terms from this Agreement. If so, Application Company  requires that you not access or use desktop functions of the operating system (such as email, word processing, spreadsheets, database, network/Internet browsing, scheduling, and personal finance) other than through, in support of and operating as a part of, the Company software"
3376,"Back-up Copy. You may make a reasonable number of copies of the Software for back-up and archival purposes only, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software."
2954,"Active vs. Inactive Users
Within the Administration Workspace of PRODUCT, the system administration can assign either a Full Client License or a Limited Client License to each user. In addition, each user can be given an Active status of ""true"" (Active) or ""false"" (Inactive). Only active users in the system will be assigned an actual user license based on their assigned license type, Full Client or Limited Client. Additionally, only the maximum number of available licenses of either license type can be assigned to users. For example, if there are 20 users registered in Application and there are 5 Full Client Licenses and 5 Limited Client Licenses, then there can only be 5 Active Full Client users and 5 Active Limited Client users. All other attempts to assign the other 10 users an Active status will fail, until one of the 5 Active Full or 5 Active Limited clients are made Inactive."
4297,"Customer shall provide Company with free and full access to the Licensed Software for purposes of rendering Support, including, where appropriate, dedicated modem access.  Any time expended because of delays caused by Customer in providing Company  with such access to the Licensed Software will be billed to Customer at Company’s then current time and material rates."
6105,Loss of electrical power..
2161,"4.1 Release, display, or disclose the Product internally within the Licensee;"
6279,No Construction against Drafter. The parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.
8009,"the Licensee shall ensure that the Licensee is entitled to transfer the relevant personal data to the Licensor so that the Licensor may lawfully use, process and transfer the personal data in accordance with this Agreement on the Licensee's behalf;"
3858,COMPANY SOFTWARE
1562,"17.	UNITED STATES GOVERNMENT USE RIGHTS. By using the Software, Ordering Activity agree that the Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 , and that all U.S. Government end users acquire the Software with only those rights set forth therein."
3146,any information in the public domain otherwise than by breach of this Agreement;
6835,PROPRIETARY RIGHTS.
1568,"17.  Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and COMPANY. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without the other party’s our prior express written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction.  No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement,  including any terms and conditions incorporated herein, is the entire agreement between you and COMPANY relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and COMPANY relating to such subject matter."
1157,"1) Warranty, FAR 52.212-4(o): Company offers neither a warranty of merchantability nor a warranty of fitness for a particular purpose on its services that are sold in the commercial marketplace.  Company proposes to offer GSA Schedule customers a warranty of merchantability, but will take exception to the warranty of fitness for a particular purpose. "
2693,"8. Maintenance. COMPANY shall provide maintenance services for the Software to Licensee as follows:
(a) Compatibility. COMPANY shall make all changes to the Software to maintain compatibility of the Software as outlined in Exhibit A of this Agreement. The parties may add additional systems, environments or specifications to the above by mutual consent
(b) Technical Support. Licensee shall provide all direct support to end users of the Software. COMPANY shall provide Licensee with all specifications and information necessary for Licensee to use the Software. Such specifications shall include, but are not limited to, COMPANY’s standard user documentation for the Software. In order to fulfill its obligation hereunder, COMPANY may require i) that Licensee upgrade the Software to the most current version published by COMPANY, and ii) that Licensee grant COMPANY remote access to Licensee’s servers, or to Licensee’s Customer’s server, which host the Software subject to the confidentiality provisions set forth herein and Licensee’s security and facilities maintenance requirements.
(c) Proper Usage. The Software is intended to be used in a properly networked computing environment in conjunction with Licensee’s Products. COMPANY is not responsible for the Software’s failure to perform effectively if it is not used in such a networked environment.
(d) Upgrades. Licensee shall be entitled to all Upgrades and Error Correction to the most current commercially available version of the Software not later than any other licensee of the Software, provided Licensee has made all payments due to COMPANY under this Agreement."
5042,foregoing exclusion/limitation of liability shall not apply to (1) personal injury or death resulting from COMPANY’s negligence; (2) for fraud; or (3) for any other matter for which liability cannot be excluded by law.
4544,"Documentation and Electronic Delivery. All documentation shall be delivered by electronic means. The Service shall be deemed delivered when it is made available for access by you through COMPANY Launchpad.  You agree that your subscription to  the Service is neither contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by COMPANY or its employees, agents or representatives regarding future functionality or features. “User Documentation” means any supporting product help and technical specifications documentation provided to you by COMPANY with the Service, including, without limitation, manuals and installation guides. You may access User Documentation electronically through COMPANY Launchpad. COMPANY provides User Documentation on-line only. You are permitted to print and make a reasonable number of copies of the User Documentation for your internal use in accordance with this Agreement, provided that you reproduce all copyright and other proprietary notices that are on the original copy of User Documentation."
1674,"2. Limited Product Warranty
2.1 Subject to the limitations and conditions set forth herein, COMPANY warrants that during the Warranty Period the Product will be free from defects in materials and workmanship; and that, in respect of Software, (a) the media on which the Software is furnished will be free of defects in materials and workmanship, and (b) the Software substantially conforms to the written information (whether contained in user manuals, training materials, specifications or otherwise) pertaining to the Software and supplied with the Product.
2.2 COMPANY does not warrant that the operation of the Product will be uninterrupted or error free. COMPANY is not liable, under any circumstances, for Product downtime, loss of data or loss of information caused by the malfunctioning of the Product.
2.3 If, during the Warranty Period, the Product proves defective COMPANY shall, at its option, provide Warranty Service in accordance with Clause 3."
8795,"U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S  RIGHT TO EXPRESS REMEDIES PROVIDED IN THE AGENCY SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND AGENCYR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION)."
4379,Date: 		Date:
7098,Reserved. 12.5Reserved.
7600,"Suspension of Services. COMPANY may temporarily limit or temporarily suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance). If COMPANY limits or suspends the Services, we will endeavor to give the Customer reasonable advance notice so that the Customer can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for COMPANY to give advance notice. COMPANY will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action. COMPANY will keep in constant communication with the Customer regarding any temporarily limitation or suspension and provide status updates on a daily basis during any limitation or suspension."
2498,"6.2        Licensee's sole and exclusive remedy , and the entire liability of Company , for any breach of Section 6.1 will be, at Company ’s option, for Company  to use commercially reasonable efforts to promptly repair or update the Software, or to refund the Licensee the License Fee.  Company  shall have no responsibility or liability under Section 6.1 if Licensee fails to notify Company  promptly of the breach of warranty or if the breach of warranty is attributable in whole or in part to (i) abuse, misuse, alteration, neglect, or unauthorized use, access, repair, modification or update of the Software, or (ii) the use or attempted use of software, hardware, supplies or services other than that for which the Software is designed"
3839,"Company shall invoice customer for the fees set forth in the Government Purchase Order, in accordance with the payment and invoicing terms in the GSA Schedule Contract and Schedule Price List."
7062,Reserved;
8477,"This End-User License Agreement (EULA) is a legal agreement between the Ordering Activity under GSA Schedule contracts (“you” or “Ordering Activity”), the End-User, and COMPANY, Inc. (""COMPANY"") governing your use of the software you have acquired from COMPANY (the ""SOFTWARE"")."
5912,LICENSEE shall not be required to install any Update or Upgrade that LICENSEE deems may have an  adverse effect on the operation or functionality of the Program or the operation of LICENSEE's business.
6526,"Order.(the ""Trial Period’) unless extended by COMPANY in writing. Software licensed under such a limited license may not be used in a production environment. At the conclusion of the Trial Period, unless you execute a new AGENCY Customer Purchase Order, you will delete the Software from your computer(s) and have no further license or other rights with respect to the Software except as to the rights and responsibilities in this Agreement. By virtue of licensing Software and registering your Software with COMPANY, you are entitled to: (1) ""patch"" or ""dot releases (e.g., 11.01, 11.02, and 11.03 etc.) of the Software. A major release(s) of the Software (e.g., Version 12 Version 13, etc) is not included in support and would be provided subject to the execution of a new or modified Order.; (2) support consistent with COMPANY’ support policies (3) other electronic services that COMPANY may make generally available to its customers, such as an electronically available base of knowledge (""Knowledge Base"") to assist in answering general questions about the Software.. Proof of payment and/or registration is required to obtain support."
6972,"RELATIONSHIP OF THE PARTIES. The relationship between the Parties is that of independent contractors and not of partners, affiliates, or the like. Nothing contained in"
4290,"Customer shall not modify, change, create any derivative works of, distribute, sublicense, decompile, disassemble or otherwise reverse engineer the Software. In addition, except for backup or archival copies that are securely stored in Customer’s ordinary course of business, Customer shall not copy the Software without permission from COMPANY. Customer agrees to reproduce all copyright and other notices in any backup copy of the Software made by Customer. All use of the Software shall be limited to employees of Customer or any Permitted User or independent contractors of Customer or any Permitted User who are working on Customer’s or any Permitted User’s behalf. The Software shall only be used in conjunction with the Customer’s contract with Permitted Users, and shall not be used to provide services, time sharing, rental use, or other use for third parties other than the Customer or any Permitted User. COMPANY reserves all rights in the Software and Hardware not expressly granted under this Agreement."
7477,"Subject to prior approval by the Customer, the Company may name the Customer as its customer in a general context and may also use the Customer’s name in publicity, marketing, advertising releases and other material prepared by or on behalf of the Company which makes reference to the Customer as a specific user of specific software products or services of the Company. Company acknowledges that the ability to use this Agreement in advertising is limited by AGENCYR 552.203-71."
2201,"4.2 Service License. As between you and us, we or our licensors own and reserve all right, title, and interest in and to the Services. You are licensed to use the Services solely as a sublicensee of Provider in accordance with these License Terms and the agreement between you and Provider. Except as provided in this Section 4.2, you obtain no rights under these License Terms from us or our licensors to the Services, including any related intellectual property rights. Any COMPANY Materials you access on the COMPANY Site may be governed by the Terms of Use, except that some COMPANY Materials may be provided to you under a separate license, such as the Apache Software License, in which case that license may govern your use of those COMPANY Materials; provided that the terms of such Terms of Use or license are not contrary to the terms of this agreement. In the event that there is a conflict, the terms of this agreement will control."
1970,"3.11.	Internet Access. Subscription software requires an internet connection for activation, validation, and renewal of the Software. The software may become temporarily inactive without notice in the event the software cannot access the internet or payment is not received."
2474,"6. THE SOFTWARE AND ANY THIRD PARTY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS. COMPANY  MAKES NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SECURITY, ACCURACY, COMPLETENESS, TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE SOFTWARE, THIRD PARTY SOFTWARE OR THE SERVICES OR ANY MATERIALS PROVIDED IN CONNECTION THEREWITH. COMPANY  DOES NOT REPRESENT, WARRANT OR GUARANTY THAT (A) THE SOFTWARE OR ANY THIRD PARTY SOFTWARE WILL BE 100% SECURE OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SERVICE OR DATA; (B) THE SOFTWARE, THIRD PARTY SOFTWARE AND SERVICES WILL MEET ORDERING ACTIVITY’S REQUIREMENTS OR EXPECTATIONS; (C) ANY DATA STORED USING THE SOFTWARE WILL BE ACCURATE, RELIABLE, OR SECURE; (D) ERRORS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED; (E) THE SOFTWARE OR ANY THIRD PARTY SOFTWARE OR SERVICES USED BY COMPANY  IN CONNECTION WITH THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) THE SOFTWARE WILL DETECT, ALERT ORDERING ACTIVITY TO, RESPOND TO, OR RESOLVE ANY GIVEN SECURITY THREAT OR BREACH."
5209,Grant.
7319,"SEVERABILITY. If any term or provision of this Agreement shall be found to be illegal or otherwise unenforceable, such finding shall not invalidate the whole Agreement. Such term or provision shall be deemed modified only to the extent necessary to render such term or provision enforceable."
5556,"IN WITNESS WHEREOF, the Parties have caused this License Agreement to be signed effective the date first shown below."
3814,COMPANY retains the right to modify this Help Desk policy as it deems appropriate in its sole and exclusive discretion.
4812,"Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless COMPANY, their officers, agents and employees from and against any claims, demands or causes of action whatsoever, including without limitation those arising on account of Licensee’s operation and use of the software and system provided by COMPANY, or resulting from, the exercise or practice of the license granted hereunder"
6842,"protect against anticipated threats or hazards to the security or integrity of Client Data,"
1059,"1.2 Interpretation
1.2.1 Reference to Clauses or Schedules
Unless stated otherwise, references to a clause or schedule are to a clause of, or schedule to, this Agreement.																									"
3520,"c. Ownership of the Software.
i. The Software is Company ’s sole and exclusive property including all: (A) updates, improvements, enhancements, revisions, modifications, new releases and versions, fixes, patches, and derivative works of the Software, user guides, reference manuals, installation materials, and other supporting documentation related to the Software; and (B) integrations, customizations, components, modules, workflows or other work product produced by Company  (whether alone or jointly with Ordering Activity) for Ordering Activity and including all Intellectual Property rights thereto and therein. Any of the items described in this Section 1(c)(i) are deemed to be included in the definition of “Software” hereunder. No rights are granted to Ordering Activity other than as expressly described in this Agreement.
ii. As used herein, “Intellectual Property” means any and all discoveries, improvements, ideas, concepts, creative works, processes, methods, formulas, techniques, know-how, designs, works of authorship, trade secrets, copyrights, patent rights, trademarks, service marks, and any other proprietary rights. Ordering Activity may provide suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) to Company  relating to the Software or Services. Company  may use and include any Feedback, and any Intellectual Property therein, that Ordering Activity chooses to voluntarily provide to improve the Software, Services, or any other related technologies. Ordering Activity agrees that Company  may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback, including any Intellectual Property therein, in the Software, Services, or other related technologies. Company  may modify, change, and upgrade the functionality, features, and capabilities of the Software and the underlying technical infrastructure, in its sole and absolute discretion, so long as such modification, change, or upgrade does not denigrate the services for which the Ordering Activity has paid.
iii. Ordering Activity shall not and shall not direct any third party to: (A) license, sublicense, modify, copy, reproduce, rent, loan, lease, sell, assign, distribute, commercially exploit, create derivative works based on, infringe or violate Company ’s Intellectual Property rights, or other rights in, the Software; (B) decompile, disassemble, translate, reverse engineer or otherwise attempt to identify, reconstruct, derive or discover the source code of the Software; (C) remove or alter any identification or proprietary notices appearing in the Software; (D) circumvent or violate the technical restrictions of the Software; (E) publicly disseminate performance information about or analysis of the Software, including benchmarking test results; (F) access the Software in order to (1) build a competitive product or service, or (2) copy any ideas, features, functions or graphics of the Software; (G) use the Software for any purpose other than as expressly authorized herein; or (H) take any action that would cause any part of the Software to be placed in the public domain.
iv. Without identifying Ordering Activity as the data source, Ordering Activity hereby grants Company  the right to use the data generated, in aggregated form where applicable, from Ordering Activity’s use of the Software to maintain, support, and improve the Software, and for any other legal purpose.
v. Ordering Activity acknowledges the Software may include third party software, including open source software components embedded in, or otherwise provided with, the Software (“Third Party Software”). Third Party Software is expressly excluded from the defined term “Software” as used throughout this Agreement. Ordering Activity acknowledges that third party software may be governed by other terms but does not agree to be bound by those terms without reviewing them and agreeing to them in writing.
vi. If Ordering Activity is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. This product was developed fully at private expense. All other use is prohibited."
4252,"Customer Data. For purposes of this Agreement, “Customer Data” means any data, information or other material (proprietary, copyrighted or otherwise) which is uploaded, entered, created or otherwise provided by you in the course of  using the Service, including, but not limited to, any third party data obtained by you. You may not upload or process Customer Data in or with the Service unless you have lawfully obtained such Customer Data and you fully comply with all applicable laws with respect to such Customer Data. You represent and warrant that you are in compliance with and will comply with all applicable intellectual property, privacy and data protection laws and regulations with respect to any Customer Data uploaded or submitted to the Service and with respect to your use of the Service."
5854,"Licensed Software. “Licensed Software” means the COMPANY Products licensed to Licensee under this Agree- ment, comprising (1) one or more specific Products in exe- cutable object code form, and (2) any accompanying Ex- amples."
6226,"N. Communications with Company
Short version: We use email and other electronic means to stay in touch with our users.
1. Electronic Communication Required
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
2. Legal Notice to Company Must Be in Writing
Communications made through email or Company Support's messaging system will not constitute legal notice to Company or any of its officers, employees, agents or representatives in any situation where notice to Company is required by contract or any law or regulation. Legal notice to Companyboth parties must be in writing and served
on Companyboth parties’ legal agent.
3. No Phone Support
Company only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support."
2736,"8.2         By the Licensee upon giving no less than 60 days written notice prior to the end of the then current subscription period. 
8.2.1         immediately by either Party upon giving written notice to the other if the other commits any material breach of this Agreement and which (in the case of a breach capable of remedy) shall not have been remedied within thirty (30) days of a written request to remedy the same (and non-payments of sums when due to Company shall be a material breach);
8.2.2         immediately by either Party in the event of the insolvency of the defaulting party; 
"
1584,"18.   U.S. Government Rights. The Licensed Software is commercial computer software as described in DFARS 252.227-7014(a) (1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation, as applicable. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software."
6590,OWNERSHIP; U.S. GOVERNMENT RESTRICTED RIGHTS .
2333,"5. User Conduct.

5.1 Responsible Use. The Company communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services responsibly.
 
5.2 Misuse. You must not misuse the Services, Software, or content that we provide to you as part of the Services. For example, you must not:
 
(a) copy, modify, host, stream, sublicense, or resell the Services, Software, or content;
 
(b) enable or allow others to use the Service, Software, or content using your account information;
 
(c) use the content or Software included in the Services to construct any kind of database;
 
(d) access or attempt to access the Services by any means other than the interface we provided or authorized;
 
(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
 
(f) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);
 
(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
 
(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
 
(i) attempt to disable, impair, or destroy the Services, software, or hardware;
 
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),
 
(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
 
(l) place advertisement of any products or services in the Services except with our prior written approval;
 
(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or
 
(n) violate applicable law.
"
2489,6.1 During the Warranty Period COMPANY shall provide the Ordering Activity or Product users with Technical Support in respect of the Product.
2548,"7. Assignment of Duties. Vendor may assign its duties of Support Services to a third party, provided that Vendor will remain responsible for the actions of such third party.
Byboth parties executing this Agreement in writing, you accept these terms. If you do not accept them, do not execute this agreement in writing."
7173,s) Public Access to Information. Company agrees that the attached Manufacturer Specific Terms and this Rider contain no confidential or proprietary information and acknowledges the Rider shall be available to the public.