1. Definitions

1. 1.1 “Authorized Systems”
   

   means computer systems, storage devices, and networks owned, operated, or under the supervision and control of Customer.

2. 1.2 “Authorized User”
   

   means any individual employee, agent, or contractor of Customer accessing or using the Licensed Software solely on behalf and for the benefit of Customer in the operation of Customer’s business, whether such individual is a Named User or a Concurrent Session.

3. 1.3 “Concurrent Session”
   

   means, at any given point in time, a Session that is active and associated to an Authorized User, up to the maximum number of simultaneous Sessions specified in the applicable Order, regardless of the identity of such Authorized User.

4. 1.4 “Customer Data”
   

   means all data, content, and information submitted by Authorized Users into the Licensed Software and the Customer-specific output that is generated by Authorized Users’ use of the Licensed Software.

5. 1.5 “Documentation”
   

   means Company’s then-current manuals, guides, and on-line help pages, if any, applicable to the Licensed Software and made generally available by Company to its customers.

6. 1.6 “Error”
   

   means a reproducible error in the Licensed Software that prevents such Licensed Software from operating substantially in accordance with its Documentation.

7. 1.7 “Fees”
   

   means the license fees, support fees, and any other fees set forth in an Order or otherwise agreed in writing by the Parties.

8. 1.8 “License Key”
   

   means the electronic key or code issued by Company to activate the Licensed Software.

9. 1.9 “Licensed Method”
   

   means the method by which Customer’s use of the Licensed Software is measured and licensed, being either Named Users or Concurrent Sessions, as specified in the applicable Order.

10. 1.10 “Licensed Software”
    

    means Company’s software program(s) licensed to Customer under this Agreement, in object code form only, together with any Updates provided during the Term.

11. 1.11 “Named User”
    

    means a specific, individually identified Authorized User to whom Customer has assigned a unique login credential for accessing the Licensed Software, and on whose behalf Customer has not assigned such credential to any other individual.

12. 1.12 “Order”
    

    means an ordering document in the form of Exhibit A hereto, executed by both Parties, that specifies the Licensed Software, Fees, Initial Term, the applicable Licensed Method and corresponding number of Named Users or Concurrent Session, as applicable, and other deal-specific terms.

13. 1.13 “Parties”
    

    means Company and Customer.

14. 1.14 “Third Party Products and Content”
    

    means any applications, products, services, or content that interoperate with the Licensed Software and that are provided by Customer or a third party (e.g., software deployed by Customer in an instance created and/or managed by the Licensed Software).

15. 1.15 “Update”
    

    means those releases of the Licensed Software that Company provides to customers to correct Errors, fix bugs, or create minor improvements, incremental features, or enhancements of existing features which Company designates by a change in the number to the right of the first decimal point. Updates do not include those releases of the Licensed Software that provide substantial new features or additional functionality.

2. License and Restrictions

1. 2.1 Subscription License Grant.
   

   Subject to the terms and conditions of this Agreement and Customer’s timely payment of all applicable Fees, Company hereby grants to Customer, during the Term, a non-transferable, non-exclusive, non-sublicensable, worldwide license to (a) install and operate the Licensed Software in object code only, on Customer’s Authorized Systems, solely in accordance with the applicable Documentation provided by Company, solely for use by a number of Authorized Users not to exceed the number of Named Users or Concurrent Sessions, as applicable, specified in the applicable Order in accordance with the Licensed Method set forth therein, and solely for Customer’s internal business purposes; and (b) use, execute, and display the Licensed Software, in object code form only. If the Order specifies Named Users as the applicable Licensed Method, Customer shall not permit any Named User credential to be shared or used by more than one individual, provided that Customer may reassign a Named User credential from one individual to another who has permanently ceased to require use of the Licensed Software. If the Order specifies Concurrent Sessions as the applicable Licensed Method, Customer shall ensure that the number of active sessions at any given time does not exceed the number of Concurrent Sessions specified in the applicable Order.

2. 2.2 Documentation License.
   

   Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license during the Term to make a reasonable number of copies of the Documentation provided by Company, solely for use by Authorized Users in connection with the exercise of rights granted in this Agreement.

3. 2.3 Delivery; No Installation Obligation.
   

   Company’s delivery obligation is satisfied upon making the Licensed Software and applicable License Key(s) available for download at Company’s designated portal or by other electronic delivery method. Customer is solely responsible for downloading, installing, configuring, and deploying the Licensed Software on its Authorized Systems.

4. 2.4 Authorized Users.
   

   Customer acknowledges and agrees that it shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User, which, if undertaken by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. Customer shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this Agreement as applicable to such Authorized User’s use of the Licensed Software, and shall cause Authorized Users to comply with such provisions.

5. 2.5 Customer Responsibilities and License Restrictions.
   

   Customer shall: (a) be responsible for Authorized Users’ compliance with this Agreement; (b) be responsible for the accuracy, appropriateness, and legality of Customer Data; (c) be responsible for obtaining any necessary rights to Third Party Products and Content; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Licensed Software, and promptly notify Company of any such unauthorized access or use; and (e) use the Licensed Software only in accordance with applicable laws. Customer shall not use the Licensed Software or Documentation for any purposes beyond the scope of the licenses granted in this Agreement. Customer acknowledges that the Licensed Software and its structure and organization constitute valuable trade secrets of Company. Accordingly, the license granted in this Agreement is subject to the following restrictions: Customer and its Authorized Users (i) may not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Licensed Software, except to the extent expressly permitted by applicable mandatory law; (ii) may not modify, adapt, alter, translate, or create derivative works from the Licensed Software; (iii) may not use the Licensed Software in any service bureau or time-sharing arrangement, license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose, or otherwise commercially exploit or make the Licensed Software or Documentation available to any third party; (iv) shall include any titles, trademarks, and copyright and restricted rights notices that are included on or in the Licensed Software as delivered by Company on and in any copies of the Licensed Software that it makes; (v) shall ensure that Customer’s use of the Licensed Software does not exceed the scope of the license that Customer has purchased pursuant to this Agreement; and (vi) shall not circumvent or attempt to circumvent any license control mechanisms or technological restrictions within the Licensed Software.

6. 2.6 Open Source Software.
   

   Certain items of independent, third-party code may be included in the Licensed Software that are subject to open source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Notwithstanding anything to the contrary in this Agreement, the Open Source Software is not licensed under Section 2.1 and instead is separately licensed pursuant to the terms and conditions of their respective open source licenses. Customer agrees to comply with the terms and conditions of such Open Source Software license agreements.

7. 2.7 Compliance Records; Auditing Rights.
   

   Throughout the Term, Company shall have the right, no more than once in any twelve (12) month period, to inspect and audit Customer’s use of the Licensed Software and Documentation for purposes of determining Customer’s compliance with the terms and conditions herein. Any such audit shall be conducted (a) upon not less than thirty (30) days’ prior written notice to Customer, (b) during Customer’s normal business hours, and (c) in a manner that does not unreasonably interfere with Customer’s business operations. Company shall bear the costs of any such audit, unless the audit reveals that Customer’s actual usage or Fees owed exceed the amounts previously paid by Customer by more than five percent (5%), in which case Customer shall promptly pay to Company the amount of such shortfall, together with interest thereon in accordance with Section 2.7, and shall reimburse Company for the reasonable costs of the audit. Customer agrees to cooperate with Company in the performance of any such audit, and shall provide to Company such access to Customer’s relevant records, data, information, personnel and facilities as Company may reasonably request for such limited purposes.

3. Fees and Payments

1. 3.1 License Fees.
   

   In consideration for the licenses granted to Customer hereunder and the performance of Company’s obligations hereunder, Customer shall pay to Company, without offset or deduction, the Fees specified in the applicable Order. The Fees shall be due and payable within thirty (30) days after an invoice is issued by Company with respect thereto.

2. 3.2 Taxes.
   

   All amounts payable hereunder shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Customer shall be responsible for payment of all such taxes (other than taxes based on Company’s income), fees, duties and charges, and any related penalties and interest, arising from the payment of any fees hereunder, the grant of license rights hereunder, or the delivery of related services. Customer shall make all payments required hereunder to Company free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments hereunder to Company shall be Customer’s sole responsibility, and Customer shall, upon Company’s request, provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as Company may reasonably request, to establish that such taxes have been paid.

3. 3.3 Disputed Charges.
   

   Customer must notify Company in writing of any dispute or disagreement with invoiced charges within thirty (30) days after the date of invoice. Absent such notice, Customer shall be deemed to have agreed to the charges as invoiced after the expiration of such time period.

4. 3.4 Late Payments; Interest.
   

   Any portion of any fee or other amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

4. Confidentiality

1. 4.1 Confidential Information.
   

   “Confidential Information” means any non-public information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, the Licensed Software, Documentation, License Keys, and the terms of this Agreement shall be deemed Confidential Information of Company, and Customer Data shall be deemed Confidential Information of Customer. The Receiving Party shall hold all Confidential Information of the Disclosing Party in strict confidence and shall not disclose, publish, or otherwise disseminate such Confidential Information to any third party except to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

2. 4.2 Use Restriction.
   

   The Receiving Party shall use Confidential Information of the Disclosing Party solely for the purposes of exercising its rights and performing its obligations under this Agreement. The Receiving Party shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

3. 4.3 Exceptions.
   

   The foregoing obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure without restriction; (iii) is rightfully received by the Receiving Party from a third party without restriction; (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by applicable law, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (to the extent permitted) and cooperates with the Disclosing Party’s reasonable efforts to seek a protective order.

5. Support and Maintenance Services.

Subject to Customer’s payment of the applicable Fees, Company shall use commercially reasonable efforts to provide support and maintenance services for the Licensed Software during the Term, consistent with Company’s then-current support policies (the “Support Services”). Company may modify its support policies from time to time. Support Services do not cover problems caused by: (a) use of the Licensed Software that deviates from the Documentation; (b) modifications to the Licensed Software not made by Company; (c) Third Party Products and Content; (d) hardware malfunction; or (e) Customer’s negligence, misuse, or unauthorized modifications.

6. Proprietary Rights

1. 6.1 Company Property.
   

   Subject to the limited rights expressly granted to Customer hereunder, Company reserves and retains, and as between Company and Customer, Company exclusively owns, all right, title, and interest in and to the Licensed Software, including all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein. No rights are granted by Company hereunder other than as expressly set forth herein. If Customer or any Authorized User provides Company any feedback or suggestions regarding the Licensed Software, then Customer grants Company an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.

2. 6.2 Customer Data.
   

   As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Company shall not access, use, or disclose Customer Data except: (a) as necessary to provide Support Services; (b) to prevent or address service or technical problems or at Customer’s request in connection with support matters; (c) as required by applicable law; or (d) as expressly permitted in writing by Customer.

7. Warranty

1. 7.1 Licensed Software Warranty.
   

   Company warrants that the Licensed Software, as properly installed, and under normal use, will perform substantially in accordance with its Documentation during the Term (the “Warranty Period”).

2. 7.2 Remedy.
   

   If Customer notifies Company in writing during the Warranty Period of an Error, Company shall, at its expense and as its sole obligation for any breach of the foregoing warranty, use commercially reasonable efforts to correct the Error or replace the Licensed Software. The warranty and the remedies provided above will not apply to the Licensed Software if (a) Company determines that an Error is caused by accident, abuse, misuse, negligence, fire, earthquake, flood, other force majeure event, failure of electrical power, the use of unauthorized products, or unauthorized repairs or modifications; (b) a problem arises from or is based on Company’s compliance with Customer’s specifications; or (c) Company determines that an Error is caused by malfunction of any hardware or third-party software used with the Licensed Software.

3. 7.3 Disclaimer.
   

   THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, THE LICENSED SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACCURACY, AND EFFORT IS WITH CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY COMPANY, ITS SUPPLIERS, AGENTS OR EMPLOYEES.

8. Limitation of Liability.

EXCEPT FOR (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (II) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (COLLECTIVELY, THE “EXCLUDED CLAIMS”), NEITHER PARTY NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE.

9. Indemnification

1. 9.1 Indemnification of Customer.
   

   (a) Company shall defend, indemnify, and hold Customer harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any claim by a third party that any use of, or access to, the Licensed Software by Customer as expressly authorized under this Agreement infringes or misappropriates, as applicable, any U.S. patent or any copyrights or trade secrets under applicable laws of any jurisdiction within the United States, provided that Customer gives Company (i) prompt written notice of such claim; (ii) authority to control and direct the defense or settlement (or both) of such claim; and (iii) such information and assistance as Company may reasonably request, at Company’s expense, in connection with such defense or settlement (or both). Notwithstanding the foregoing, Company shall have no obligation or liability to the extent that the alleged infringement arises from (1) the combination, operation, or use of the Licensed Software with products, services, information, materials, technologies, business methods or processes not furnished by Company; (2) modifications to the Licensed Software, which modifications are not made by Company; (3) failure to use updates to the Licensed Software provided by Company; or (4) use of the Licensed Software except in accordance with any applicable user documentation or specifications (circumstances under the foregoing clauses (1), (2), (3) and (4), collectively, “Customer Indemnity Responsibilities”).

   (b) Upon the occurrence of any claim for which indemnity is or may be due under this Section, or in the event that Company believes that such a claim is likely, Company may, at its option (i) appropriately modify the Licensed Software so that it becomes non-infringing, or substitute functionally equivalent software; (ii) obtain a license to the applicable third-party intellectual property rights; or (iii) terminate this Agreement on written notice to Customer and refund to Customer a pro-rated portion of the Fees paid by Customer for the unused remainder of the Term. The obligations set forth in this Section shall constitute Company’s entire liability and Customer’s sole remedy for any actual or alleged infringement or misappropriation.

2. 9.2 Indemnification of Company.
   

   Customer shall indemnify, hold harmless, and, at Company’s option, defend Company from and against all losses, expenses (including reasonable attorneys’ fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with Customer Indemnity Responsibilities or Customer’s breach of this Agreement. Company agrees to give Customer (i) prompt written notice of such claim; (ii) authority to control and direct the defense or settlement (or both) of such claim; and (iii) such information and assistance as Customer may reasonably request, at Customer’s expense, in connection with such defense or settlement (or both). Notwithstanding the foregoing, Customer shall not settle any third-party claim against Company unless such settlement completely and forever releases Company with respect thereto or unless Company provides its prior written consent to such settlement. In any action for which Customer provides defense on behalf of Company, Company may participate in such defense at its own expense by counsel of its choice.

10. Term and Termination

1. 10.1 Term of Agreement.
   

   The term of this Agreement commences on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement, will continue for the initial period specified in the Order (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive additional periods of one (1) year (each, a “Renewal Term”) unless either Party provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Term. Company may modify the Fees for each Renewal Term by providing Customer with written notice of such modification at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. The Initial Term and each Renewal Term, if any, are collectively referred to herein as the “Term.”

2. 10.2 Termination for Material Breach.
   

   Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice from the other Party specifying the breach in detail. Notwithstanding the foregoing, Company may immediately terminate this Agreement and all licenses granted hereunder if Customer breaches any license grant or restriction provision hereof. The foregoing rights of termination are in addition to any other rights and remedies provided in this Agreement or by law.

3. 10.3 Termination upon Bankruptcy, Insolvency.
   

   Either Party may terminate this Agreement immediately upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been filed against such other Party, which proceeding or petition has not been dismissed, vacated, or stayed within thirty (30) days.

4. 10.4 Effect of Termination.
   

   Upon termination or expiration of this Agreement (or termination or expiration of any license granted hereunder), all rights of Customer to use the Licensed Software and Documentation will cease and (a) all license rights granted under this Agreement will immediately terminate and Customer shall promptly stop all use of the Licensed Software and Documentation; (b) all Support Services will terminate immediately; (c) Customer shall promptly erase all copies of the Licensed Software from Customer’s computers, and destroy all copies of the Licensed Software and Documentation on tangible media in Customer’s possession or control or return such copies to Company; and (d) upon request by Company, Customer shall certify in writing to Company that it has returned or destroyed such Licensed Software and Documentation. The Parties’ rights and obligations under Sections 1 (Definitions), 2.5 (Customer Responsibilities and License Restrictions), 2.6 (Open Source Software), 2.7 (Compliance Records; Auditing Rights), 3 (Fees and Payments), 4 (Confidentiality), 6.1 (Company Property), 7 (Warranty), 8 (Limitation of Liability), 9 (Indemnification), 10 (Term and Termination), and 11 (General) shall survive termination of this Agreement.

11. General

1. 11.1 Assignment.
   

   Neither Party may assign this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may assign this Agreement without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of such Party’s assets, so long as the assignee assumes all obligations under this Agreement and is not a direct competitor of the other Party. Any attempted assignment in violation of this Section will be null and void.

2. 11.2 Governing Law.
   

   This Agreement is made in, governed by, and shall be construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws principles that would result in application of laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement must be brought in any state or federal court located in New Castle County, Delaware. Customer and Company expressly and irrevocably consent and submit to the jurisdiction of such courts.

3. 11.3 Injunctive Relief.
   

   Each Party acknowledges that the Confidential Information of the other Party contains valuable trade secrets and proprietary information, that any actual or threatened breach of this Agreement may cause harm to the Disclosing Party for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

4. 11.4 Amendments.
   

   Except as otherwise expressly provided in this Agreement, no amendment to or modification of this Agreement shall be effective unless set forth in a writing signed by both Parties.

5. 11.5 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.

6. 11.6 Waiver.
   

   The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

7. 11.7 Export.
   

   Customer shall comply with all applicable export and import control laws and regulations in its use of the Licensed Software, including regulations of the United States Bureau of Industry and Security and other applicable agencies. Customer agrees and shall (a) comply strictly with all legal requirements established under these controls; (b) cooperate fully with Company in any official or unofficial audit or inspection that relates to these controls; and (c) not export, re-export, divert, transfer, or disclose, directly or indirectly, any Licensed Software or related technical information, documents, or materials, or direct products thereof, to any country or any national or any resident thereof, so restricted by the U.S. export laws, as modified from time to time unless Customer has obtained prior written authorization of Company and any other relevant governmental authority. Customer agrees to cooperate with Company through the provision of information, the execution of any agreements, amendments, licenses, non-disclosure agreements, certifications or other documentation required of Company by the U.S. Government in accordance with the requirements of the applicable export law. Customer shall defend, indemnify, and hold harmless Company from and against any violation of such laws or regulations by Customer, Authorized Users or any of its agents, officers, directors, or employees.

8. 11.8 Relationship of the Parties.
   

   The Parties are acting hereunder as independent contractors and not as partners, agents, fiduciaries, or joint venturers. Neither Party has the power or authority to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other Party.

9. 11.9 U.S. Government End-Users.
   

   Each of the components that constitute the Licensed Software and Documentation 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 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Software with only those rights set forth herein.

10. 11.10 Force Majeure.
    

    Neither Party shall be liable, directly or indirectly, for any delay or failure in performance of any obligation under this Agreement, including any delivery obligation, where such delay or failure arises or results from a cause beyond such Party’s reasonable control, including, but not limited to, strike, boycott or other labor disputes, embargo, governmental regulation, inability or delay in obtaining materials, acts of God, war, earthquake, fire, or flood. In the event of such force majeure, the time for performance will be extended for a period equal to the duration of the delay caused thereby, provided that the affected Party promptly notifies the other Party of the nature and expected duration of such force majeure event.

11. 11.11 Entire Agreement; Notice.
    

    This Agreement constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Company may provide any notice to Customer by e-mail to the e-mail address provided by Customer. Customer may provide notice to Company by sending an e-mail to contracts@kasm.com or a letter by United States mail to Kasm Technologies Inc., 1765 Greensboro Station Place, STE 900, McLean, Virginia 22102, or to such other address as Company may specify in writing.