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This Software License Agreement (“Agreement”) is a legal agreement between you (either
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as an individual or a single entity (“You”)) and Duende Software, Inc. (“Licensor”) for certain
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software application libraries as set forth on the quote or invoice (“Applications”) provided to
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You by Licensor (“Quote”), associated “online”, electronic or hard copy user documentation,
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and any upgrades, modified versions, bug fixes, additions and improvements thereof that
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Licensor may make available during the Term of the Agreement (collectively referred to as
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the “Software”).
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References to “You” herein shall refer to You, and/or the entity on whose behalf You are using
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the Software, and all individual developer-users of the Software on behalf of such entity.
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Please note: this Agreement is not intended for affiliate use outside the scope of this
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Agreement. If you intend to purchase the software for use by Your Affiliates please contact
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licensor for the appropriate fees and license before proceeding. “Affiliate” means any parent
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or subsidiary entity that controls or is controlled by You. "Control" means the direct or indirect
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ownership of more than fifty percent (50%) of the voting securities of an entity or possession
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of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction
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of the entity's affairs. An Affiliate shall only be considered such for so long as such control
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exists.
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If the Software is acquired by or on behalf of a unit or agency of the U.S. Government
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(the “Government”), the Government agrees that the Software is “commercial
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computer software” or “commercial computer software documentation” and that,
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absent a written agreement to the contrary, the Government’s rights with respect to
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the Software is limited by the terms of this Agreement, pursuant to applicable FAR
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and/or DFARS and successor regulations.
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BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE
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SOFTWARE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE
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TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT
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USE THE SOFTWARE OR ACCESS THE SOURCE CODE.
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Accordingly, You and Licensor acknowledge and agree as follows:
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1. LIMITED LICENSE
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A. Subject to your complete and ongoing compliance with all the terms and
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conditions set forth in this Agreement, including without limitation, payment of
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any applicable fees and all license limitations and restrictions set forth herein,
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Licensor grants You the following limited, non-exclusive, non-transferable, nonsublicensable, revocable license to use, and (where applicable) authorize your
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employees and other personnel to use, the unmodified Software in binary form,
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internally solely in connection with the specific Software Application(s) and
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usage as set forth on the Quote and/or purchase terms selected and paid for in
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conjunction with downloading the Software.
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B. The License granted in Paragraph A above does not include the right to
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sublicense, however, you may redistribute the Software upon payment of
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additional license fees under a separate redistribution license agreement for the
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Software.
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2. RESTRICTIONS
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A. You acknowledge that the license granted in Paragraph 1A does not include any
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right to: (i) redistribute, sell, lease, license, or modify any portion of the
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Software; (ii) reproduce, distribute, publicly display, or publicly perform any part
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of the Software; (iii) modify the source code of any portion of the Software (other
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than modifications made in a non-production environment); or (iv) remove,
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obscure, interfere with or circumvent any feature of the Software, including
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without limitation any copyright or other intellectual property notices, security,
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or access control mechanism.
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B. You may not use the Software for any purpose other than deploying it on one or
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more servers in a manner for which the Software is expressly designed.
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C. The Software may only be hosted on the machines, servers, and internetworking
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devices within Your computer network or systems.
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D. You may not sell, license, distribute, copy, modify, publicly perform or display,
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transmit, publish, edit, adapt, create derivative works from, or make any use of
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the Software except as expressly authorized in this Agreement.
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E. If You are prohibited under applicable law from using the Software, You may not
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use it, and You will comply with all applicable laws and regulations (including
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without limitation laws and regulations related to export controls) in connection
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with your use of the Software.
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3. LICENSE FEES
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A. If you wish to use the Software in a production environment, you may download
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and use the Software for the Term upon payment of the appropriate license fee
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as indicated on the Quote in accordance with the terms and conditions of this
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Agreement.
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B. If you wish to use the Software in a non-production environment, you may
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download and access the source and/or binaries at no charge solely for testing
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and evaluation purposes and in accordance with all license limitations and
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restrictions set forth in this Agreement.
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4. SUPPORT
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A. Licensor will only provide support in accordance with the support guidelines
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posted at https://duendesoftware.com/products/support. Licensor will use
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Duende Software, Inc. – Rev. 01/2022 Page 3 of 5
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commercially reasonable efforts to resolve all reasonable support requests, but
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makes no guarantee that all requests can be finally resolved.
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B. Licensor shall not provide support for: instances of the Software deployed on
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unsupported platforms as specified in the documentation accompanying the
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Software; support requests not resulting from the ordinary use of the Software; or
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support requests resulting from the use of third-party products.
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C. Licensor will not provide You with any individual or customized support services
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under this Agreement.
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D. A support contract may be purchased separately from Licensor for individual or
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customized support services with varying higher service levels than those
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provided herein.
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5. EXPORT CONTROLS. You represent and warrant that the Software will not be
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shipped, transferred or exported into any country or used in any manner prohibited by
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the United States Export Administration Act or any other export laws, restrictions or
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regulations (collectively, “Export Laws”). In addition, if the Software is identified as
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export controlled items under the Export Laws, You represent and warrant that You
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are not a citizen, or otherwise located within, an embargoed nation (including without
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limitation Cuba, Iran, North Korea, Sudan, or Syria) and that You are not otherwise
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prohibited under the Export Laws from receiving the Software. Any use in violation of
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the foregoing limitations and restrictions is strictly prohibited, and unlicensed.
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6. RESERVATION OF RIGHTS. The Software is owned by Licensor and licensed, not
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sold, to You. The Software is protected by copyright laws and international copyright
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treaties, as well as other intellectual property laws and treaties. Except for the limited
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rights of use granted herein, all right, title and interest to the Software, including patent,
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copyright, and trademark rights in and to the Software, the accompanying printed
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materials, and any copies of the Software are owned by Licensor.
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7. CONFIDENTIALITY. The Software is the confidential and proprietary information of
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Licensor, and You may not, during the term or thereafter, disclose it to any third party,
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or to use it for any purpose other than as expressly provided herein, without a separate
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written agreement with Licensor authorizing You to do so.
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8. FEEDBACK. If You provide Licensor with any comments, bug reports, feedback,
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enhancements, or modifications proposed or suggested by You for the Software
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(“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding
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any notice to the contrary You may include in any accompanying communication), and
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Licensor shall have the right to use such Feedback at its discretion, including, but not
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limited to the incorporation of such suggested changes into future releases of the
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Software. You hereby grant Licensor a perpetual, irrevocable, transferable,
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sublicensable, nonexclusive license under all rights necessary to incorporate and use
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your Feedback for any purpose, including to make and sell any products and services.
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Duende Software, Inc. – Rev. 01/2022 Page 4 of 5
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9. TERM AND TERMINATION. This Agreement will remain in effect for the time
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frame specified in your Quote issued to you by Licensor and commences on the
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date You: (i) paid the applicable license fee for the Software; or (ii) downloaded
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the Software as a non-production user. However, Licensor may terminate this
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Agreement upon 30 days’ prior written notice allowing You the opportunity to cure, for
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any actual or suspected misuse or abuse by You of the Software or any material
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violation of this Agreement. You may also choose to terminate this Agreement for any
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reason by ceasing all use of the Software. Following any termination of this Agreement,
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You will not be provided any refund, in whole or in part, and You must immediately
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cease use of the Software, remove or destroy any instances of the Software and/or
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copies thereof, and be able to show evidence of such cessation to Licensor upon
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request. The terms of this Agreement that expressly are to, or by implication ought to,
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survive, will survive this Agreement. Notwithstanding the foregoing, should Licensor
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completely cease to do business (excluding transactions in connection with a sale of
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all or substantially all of Licensor’s assets or stock, or in connection with a merger or
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other corporate reorganization), the term of this Agreement shall be perpetual as to
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Your custom application previously deployed by You prior to the date of such cessation
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of business and without the need for any further payments in accordance with all
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limitations and restrictions in this Agreement.
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10. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.
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The Software and any support are provided on an “as is” basis, without warranty
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of any kind. To the maximum extent permitted by applicable law, Licensor
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disclaims all warranties and conditions, express, implied, statutory or otherwise,
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including but not limited to implied warranties or conditions of fitness for a
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particular purpose, merchantability, title, quality, results, and non-infringement.
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Under no circumstances will Licensor be liable for any consequential, special,
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indirect, incidental or punitive damages whatsoever arising out of the use or
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inability to use the Software, even if Licensor has been advised of the possibility
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of such damages, and notwithstanding any failure of essential purpose of any
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limited remedy. In no event will Licensor’s aggregate liability for damages arising
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out of this Agreement or the terms exceed the amount paid by you for the
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Software. Some jurisdictions do not allow limitations on implied warranties or
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the exclusion or limitation of liability for consequential or incidental damages,
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so the above limitations may not apply to You. In such an event, the above
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limitations and exclusions will be enforced to the maximum extent permitted
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under applicable law.
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11. INDEMNITY. You agree to indemnify Licensor and its affiliates, officers, directors,
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suppliers, licensors, and other customers from and against any and all liability and
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costs (including reasonable attorneys’ fees) incurred by such parties in connection with
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or arising out of your use or misuse of the Software.
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Duende Software, Inc. – Rev. 01/2022 Page 5 of 5
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12. GOVERNING LAW; VENUE. This Agreement shall be governed by and interpreted
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in accordance with the laws of the State of New York, USA, excluding its law on conflict
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of laws. You hereby consent to submit to personal jurisdiction and venue exclusively
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in the federal and state courts of the State of New York, USA.
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13. GENERAL PROVISIONS.
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A. You will be responsible for the payment of all taxes, duties, levies, and other charges
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including, but not limited to sales, use, gross receipts, excise, VAT, ad valorem and
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any other taxes, any withholdings or deductions, import and custom taxes, any duties,
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or any other charges imposed by any taxing authority (excluding any taxes based on
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the Licensor’s income) with respect to the fees payable to Licensor in connection with
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this Agreement.
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B. This Agreement contains the entire agreement between You and Licensor,
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supersedes any other agreement or discussions, oral and written, concerning
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the subject matter hereof, and may not be modified or amended except by a
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written amendment signed by both parties.
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C. If any provision of this Agreement is declared invalid, illegal, or unenforceable
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by a court of competent jurisdiction, such provision shall, as to that jurisdiction,
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be ineffective only to the extent of such invalidity, illegality, or unenforceability,
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and shall not in any manner affect the remaining provisions hereof in such
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jurisdiction or render any other provision of this Agreement invalid, illegal, or
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unenforceable in any other jurisdiction.
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D. You may provide Licensor with a valid purchase order; provided, however,
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purchase orders are to be used solely for your accounting purposes and any
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terms and conditions contained therein shall be deemed null and void with
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respect to the parties’ relationship and this License Agreement. Any such
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purchase order provided to Licensor shall in no way relieve you of any obligation
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entered into pursuant to this License Agreement including, but not limited to,
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your obligation to pay Licensor the appropriate license fees.
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E. You agree that in the event of a breach or threatened breach of this Agreement,
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Licensor may suffer irreparable harm and will be entitled to specific
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performance, and preliminary and/or permanent injunctive relief to enforce this
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Agreement without the need to post bond and that such relief shall be in addition
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to, and not in lieu of, any monetary damages or other relief a court of competent
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jurisdiction, whether at law or equity, may award.
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F. This Agreement shall supersede any provisions of the Uniform Commercial
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Code as adopted or made applicable to the Software in any competent
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jurisdiction. This Agreement shall not be governed by the United Nations
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Convention on Contracts for the International Sale of Goods.
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