LIQUIDWARE SOFTWARE LICENSE AGREEMENT V.201805
This Software License Agreement ("Agreement") is by and between the Liquidware entity identified below ("Liquidware") and the Customer identified below
("Customer") and is effective on the date set forth below ("Effective Date").
Customer has entered into or is entering into a purchase order with Liquidware or its authorized reseller ("Order"). This Agreement describes the terms on which
Liquidware will make available to Customer Liquidware´s software identified on the Order ("Licensed Software"). The parties agree as follows:
This Agreement consists of this introduction and the terms and conditions that follow, sets forth the entire agreement and understanding between Liquidware and Customer
with respect to the subject matter thereof, and supersedes and merges all prior oral and written agreements, discussions and understandings between Liquidware and
Customer with respect to the subject matter hereof. Neither Liquidware nor Customer shall be bound by any conditions, inducements or representations other than as
expressly provided for herein. Notwithstanding the foregoing, the Agreement will not supersede the terms of any non-disclosure agreement entered into between
Liquidware and Customer unless a written addendum refers to the specific non-disclosure agreement that the Agreement supersedes. If the provisions in an Order and this
Agreement conflict, the provisions of this Agreement will govern and control to the extent of such conflict unless a provision in an Order is expressly agreed to by
Liquidware, in which case and only to the extent expressly agreed, the Order will govern. The terms of an Order and this Agreement will prevail over any conflicting
provision in any purchase order or any other instrument of Customer regardless of execution by Liquidware unless such provision is expressly agreed to by Liquidware.
In addition, the terms of this Agreement replace and supersede Liquidware´s standard clickwrap license agreement that accompanies the Licensed Software or its
download.
TERMS AND CONDITIONS
1.
DEFINITIONS. As used in the Agreement, and in addition to any other terms defined herein, the following terms have the following meanings:
"Documentation" means the Liquidware authored user guides and manuals accompanying the Licensed Software and any "Help" files accessible during use of the
Licensed Software.
"Error" means a substantial failure of a supported version of the Software to perform the material functions described in the Documentation.
"Error Correction" means either a software modification or addition that, when made or added to a supported version, causes the Licensed Software to perform the material
functions described in the Documentation.
"Licensed Software" means the software licensed under this Agreement as specified in the Order.
"Perpetual License" means a perpetual license to the Licensed Software according to the terms of Section 2.
"Third Party Software" means software that is included in or provided with the Licensed Software that is not proprietary to Liquidware and that is identified in the
Documentation as third party software.
"Subscription License" means a time-limited license to the Licensed Software according to the terms of Section 2.
"Support Services" means support and maintenance to be provided by Liquidware for the Licensed Software pursuant to an Order.
"User" means the number of named individuals who may use the Licensed Software as specified in an Order.
"Update" means a Licensed Software release that is (i) generally deemed by Liquidware to be an Error Correction release and generally does not contain new functionality,
and (ii) generally provided to Liquidware´s customers as part of Support Services for the Licensed Software. Updates are typically designated by a change in the digit of
the release number to the right of the decimal (i.e., X.1 to X.2).
"Upgrade" means a Licensed Software release that (i) contains new functionality and enhancements in addition to Error Corrections, and (ii) is generally provided to
Liquidware´s customers as part of Support Services for the Licensed Software. Upgrades are typically designated by a change in the digit of the release number to the
left of the decimal (i.e., 1.X to 2.Y).
2.
CUSTOMER´S ORDER AND LICENSED SOFTWARE TERMS.
2.1
Order. The Order will indicate among other things, the name and contact information of the Customer, the Licensed Software, the maximum number of
Users for which the Licensed Software is licensed and whether the license is a Perpetual License or a Subscription License (and if the later, for what period of time).
2.2
License. Subject to the terms of the Agreement, Liquidware grants Customer, upon payment of the applicable license fees, the limited, non-exclusive,
nontransferable right and license to (i) use the executable version of the Licensed Software for the number of Users set forth in the Order; (ii) make a reasonable number
of backup copies of the Licensed Software as needed for archival use only; and (iii) make copies of the Documentation for Customer´s internal use, for a period of time
as set forth in the Order. Customer may not use the Licensed Software with more than the authorized number of Users.
2.3
Termination. The Agreement is effective until terminated either upon expiration of an Annual Subscription Term or as set forth in this Section. Customer
may terminate this Agreement at any time by (i) ceasing its use of the Licensed Software, and (ii) either returning to Liquidware or destroying all copies of the Licensed
Software in Customer´s possession or control. Liquidware may terminate this Agreement if (i) Customer fails to pay any amounts outstanding at least thirty (30) days
after the invoice date and at least fifteen (15) days after written notice of such payment default has been sent to Customer, or (ii) Customer continues to violate any
material terms and conditions of this Agreement after Liquidware delivers written notice of such violation to Customer and provides Customer at least fifteen (15) days
after the date of such notice to cure the violation. Upon any termination of the Agreement, Customer shall (i) immediately cease all use of the Licensed Software, (ii)
either return to Liquidware or destroy all copies of the Licensed Software in Customer´s possession or control and (iii) certify in writing to Liquidware that its
responsibilities in (i) and (ii) above have been promptly performed.
2.4
Third Party Software. The Documentation identifies all Third Party Software. In addition to the terms set forth in this Agreement, the Third Party Software
is provided according to the license terms set forth in the Documentation regarding such Third Party Software; if there is a conflict between the license terms for such
Third Party Software and this Agreement, the Third Party Software license terms control with respect to such Third Party Software.
2.5
Reservation of Rights. Customer shall not, and shall not permit others to: (i) transfer or sublicense the Licensed Software; (ii) provide third parties with
access to the Licensed Software; (iii) disassemble, reverse engineer or decompile the Licensed Software, source code, structure, algorithms or ideas underlying such
Licensed Software, or cause or permit reverse engineering, disassembly or recompilation of the Licensed Software, solely to the extent, if any, that applicable law requires
that such activities be permitted; (iv) avoid, circumvent or disable any security device, procedure, protocol or mechanism that Liquidware may include, require or establish
with respect to the Licensed Software; (v) publish or provide the results of any benchmark or comparison tests run using the Licensed Software to any third party; or (vi)
modify the Licensed Software.Liquidware reserves all rights not expressly granted herein. Except as set forth in the Agreement, no express or implied license or right of
any kind is granted to Customer regarding the Licensed Software. Customer shall reproduce and include the copyright notices and other proprietary notices on all copies
of the Licensed Software that Customer is authorized to make.
2.6
Licensed Software Utility. The Licensed Software contains a utility that allows the Licensed Software to collect Customer name, IP address information of
the server on which the Licensed Software is operating, and Licensed Software usage data; this information is transmitted to Liquidware in the United States. Liquidware
uses this information for testing, QA and product and service improvement purposes. Customer can disable the transmission of this information to Liquidware by disabling
Internet access for the server on which the Licensed Software is operating.
2.7
Restricted Rights. The following applies to all acquisitions of the Licensed Software and Documentation by or for the U.S. government or by any prime
contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Licensed Software and Documentation and services utilizing the
Licensed Software and Documentation provided under this Agreement are "commercial items" 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 and other applicable acquisition regulations and are
provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire
the Licensed Software and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding
the foregoing, the Licensed Software and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating
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clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.
2.8
Software Warranties. Liquidware warrants to Customer for a period of ninety (90) days after the Effective Date (the "Warranty Period") that (i) the Licensed
Software will substantially perform in accordance with the Documentation; (ii) the storage media, if any, upon which the Licensed Software is delivered is free of defects
in material and workmanship under normal use; and (iii) the Licensed Software does not contain any known virus or other routine that can disable, erase or otherwise
harm the Licensed Software, or Customer´s other software or data. The above warranties specifically exclude defects resulting from: (i) modifications made to the
Licensed Software by anyone other than Liquidware; (ii) Customer´s failure to install the most recent Error Correction, Update or Upgrade; (iii) Customer´s use of the
Licensed Software in connection with any computer equipment or devices that do not meet the minimum requirements set forth in the Documentation; or (iv) Customer´s
use of the Licensed Software in a manner that is not authorized in the Agreement. Liquidware does not warrant that use of the Licensed Software will be uninterrupted
or error free. The Warranty Period only applies to the initial delivery of Licensed Software to Customer; delivery of Error Corrections, Updates and Upgrades shall not
restart or have any other effect on the Warranty Period.
2.9
Software Warranty Remedies. Customer will initiate all Licensed Software warranty claims by contacting Liquidware´s then-current support number. If
Liquidware investigates a warranty claim that Liquidware reasonably determines to be caused by operator error, system configuration other than as described in the
Documentation, or any other cause not covered by the warranties described in this Agreement, then Liquidware may, in its discretion, charge for Liquidware´s services
at Liquidware´s then-current rates for Liquidware´s investigation of the warranty claim. Customer´s sole and exclusive remedy and Liquidware´s sole responsibility for a
breach of the warranty in Section 2.8 is to either repair or replace, at Liquidware´s option, the non-conforming Licensed Software; provided, however, that Liquidware
receives a warranty claim during the Warranty Period.
2.10
Infringement Indemnity.
(a)
If an action is brought against Customer claiming that the Licensed Software infringes any third party copyright or patent or misappropriates any third party
trade secret rights, then Liquidware shall indemnify and hold Customer harmless against all damages and costs awarded against Customer, or settlements entered into by
Liquidware on Customer´s behalf, in the action, subject to Section 2.10(b) below, but only if: (i) Customer notifies Liquidware promptly in writing upon learning of such
claim; (ii) Liquidware is given sole control of any proceedings or negotiations in connection with the claim; (iii) Customer takes no action that in Liquidware´s reasonable
judgment materially impairs Liquidware´s defense of the claim; and (iv) Customer cooperates and assists in the defense or settlement of the claim, as reasonably requested
by Liquidware.
(b)
In performing its indemnity obligations in Section 2.10(a), Liquidware may, at its option and expense, either (i) substitute a substantially equivalent noninfringing item for the infringing item; (ii) modify the infringing item so that it no longer infringes but remains functionally equivalent; or (iii) obtain for Customer the
right to continue using such item. If none of the foregoing is commercially practicable in Liquidware´s reasonable opinion, Liquidware may terminate the applicable
License, accept a return of the infringing Licensed Software and refund to Customer the following portion of the license fees paid therefor: (x) for a Perpetual License,
license fees paid amortized over five (5) years on a straight line basis, or (y) for a Subscription License, any prepaid fees for the period from the termination through the
end of the Annual Subscription Term for which Customer has paid. The indemnity in Section 2.10 will not apply if and to the extent that the infringement claim results
from (i) a modification of the Licensed Software not provided by Liquidware; (ii) a failure to promptly install an Error Correction, Update or Upgrade or use of the
Licensed Software not in accordance with its Documentation or this Agreement; or (iii) the combination of the Licensed Software with items not provided by Liquidware.
(c)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENT OR AN ORDER, THIS SECTION 2.10 STATES THE ENTIRE
LIABILITY AND OBLIGATION OF LIQUIDWARE WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
2.11
Audit. Liquidware may, at its expense, conduct an audit to verify that Customer is using the Licensed Software in accordance with this Agreement. Any
such audit shall be conducted during regular business hours, not more than once per year, and shall not unreasonably interfere with Customer´s business activities. If an
audit reveals that Customer has distributed or allowed use of the Licensed Software in excess of the use permitted by the Order and this Agreement, then Customer shall
pay Liquidware for such unauthorized use based on the Liquidware retail price list in effect at the time the audit is completed. If the unpaid license fees exceed five
percent (5%) of the license fees paid, then Customer shall pay Liquidware´s reasonable costs of conducting the audit.
3.
SERVICES.
3.1
Support Fees.
(a)
Support Services for a Perpetual License are offered to Customer at Liquidware´s then-current fee structure ("Support Fees"). Liquidware offers Support
Services on a twelve (12) month cycle that begins on the Effective Date (each such twelve (12) month cycle being an "Annual Support Term"). At the time of ordering
Licensed Software, Customer may elect to lock-in the price for Support Fees by purchasing Support Services for one or more Annual Support Terms. Except where
Customer has pre-paid Support Fees as described above, on or about forty five (45) days prior to commencement of the next Annual Support Term, Customer will be
invoiced Support Fees for the Support Services for the next Annual Support Term. If the invoiced Support Fees are not paid on or before commencement of the Annual
Support Term, then the Support Services shall lapse. If Customer licenses additional Licensed Software over the course of any Annual Support Term, then the renewal
Support Fees may be prorated for expiring Support Services to co-terminate the expiration of the new Annual Support Term with expiration of existing Annual Support
Term.
(b)
Support Services for a Subscription License are included in the Subscription License fee ("Subscription Fee"). Liquidware offers Subscription Licenses on a
twelve (12) month cycle that begins on the Effective Date (each such twelve (12) month cycle being an "Annual Subscription Term"). At the time of ordering the Licensed
Software, Customer may elect to lock-in the price for Subscription Fees by purchasing one or more Annual Subscription Terms. Except where Customer has pre-paid
Subscription Fees as described above, on or about forty five (45) days prior to commencement of the next Annual Subscription Term, Customer will be invoiced
Subscription Fees for the Subscription License for the next Annual Subscription Term. If the invoiced Subscription Fees are not paid on or before commencement of the
Annual Subscription Term, then the Subscription License shall lapse. If Customer licenses additional Licensed Software over the course of any Annual Subscription
Term, then Liquidware may prorate the renewal Subscription Fees for expiring Subscription Licenses to co-terminate the expiration of the new Annual Subscription Term
with the expiration of the existing Annual Subscription Term.
3.2
Description of Support Services.
Support Services are described in the then-current Liquidware Customer Support Policy located at
http://www.liquidware.com/content/pdf/documents/support/Liquidware-Customer-Support-Policy.pdf, which is subject to change at the discretion of Liquidware.
3.3
Reinstating Support Services. If Customer lets lapse (a) the Support Services in the case of Perpetual License or (b) the Subscription License in the case of
a Subscription License and later desires to reinstate such Support Services or Subscription License, respectively, then Customer may do so by paying to Liquidware all
Support Fees or Subscription Fees, respectively, that would have been due during the lapse plus an additional ten percent (10%) of such amount. In addition, Customer
agrees to install all Error Corrections, Updates and Upgrades necessary to bring Customer´s installation of the Licensed Software current with the most recent release.
3.4
Remote Access. Liquidware´s Support Services may include remote diagnostics. Upon Liquidware´s request, Customer will implement the necessary
hardware, software and telecommunication services reasonably requested by Liquidware to facilitate remote diagnostics and remote installation of Error Corrections,
Updates and Upgrades.
3.5
Ownership of Deliverables. Liquidware or its third party suppliers own all rights, title and interest in any deliverables provided from any professional
services rendered hereunder ("Services") and any and all enhancements, suggestions, contributions, modifications or additions that are contributed or added thereto by
Liquidware, Customer or others (collectively, the "Deliverables"), including but not limited to all worldwide copyrights, trade secrets, trademark, confidential and
proprietary rights therein. Deliverables contain proprietary information belonging to Liquidware and its third party suppliers, and that nothing herein gives Customer any
right, title or interest in such Deliverables except as otherwise expressly set forth herein. Notwithstanding the foregoing, Liquidware grants Customer a limited license to
use the Deliverables for Customer´s internal business purposes during the term of the Agreement.
3.6
Statement of Work. Services shall be specified in one or more written Statement(s) of Work signed by both Liquidware and Customer.
4.
GENERAL TERMS.
4.1
Invoicing and Payment. Customer shall pay those amounts indicated in an Order or Statement of Work. For any Order or Statement of Work between
Customer and Liquidware, payment is due within twenty-one (21) days after receipt of an invoice from Liquidware. Customer agrees to pay all reasonable travel, living,
out-of-pocket, and material expenses incurred by Liquidware associated with Services as specified in a Statement of Work.
4.2
Taxes. The amounts set forth in an Order or Statement of Work are net amounts exclusive of all sales, use, withholding, excise, value added, and ad valorem
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taxes incurred by Customer or imposed in the performance of the Agreement or otherwise due as a result of the Agreement. Customer will be responsible for any and all
such taxes and charges.
4.3
Delivery. Liquidware shall make available via electronic download to Customer the Licensed Software and Documentation ordered. Notwithstanding any
provision under a separate Statement of Work which may require Liquidware to perform certain services in the nature of installation of the Licensed Software or
configuration of Customer´s computers, networks or other systems, delivery shall be deemed complete upon delivery of an access key to Customer allowing Customer to
download the Licensed Software. Any delivery dates or period for delivery on an Order are approximate and not a guarantee. Under no circumstances will Liquidware
be liable for failure of delivery or delay in delivery, caused in whole or in part by circumstances beyond Liquidware´s reasonable control. In such circumstances, Customer
is not relieved from accepting delivery and paying the agreed price when the cause interfering with delivery is removed.
4.4
Installation. Customer is responsible for installation of the Licensed Software unless otherwise provided in the Order.
4.5
Warranty Disclaimers. EXCEPT AS SET FORTH IN SECTION 2.9 IN THIS AGREEMENT, COMPANY MAKES NO REPRESENTATIONS,
WARRANTIES, CONDITIONS, OR GUARANTEES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, WITH RESPECT
TO THE LICENSED SOFTWARE, THE SUPPORT SERVICES AND ANY OTHER SERVICES PROVIDED PURSUANT TO THE AGREEMENT, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION (I) OF MERCHANTABILITY, (II) OF SATISFACTORY QUALITY, (III) OF FITNESS
FOR A PARTICULAR PURPOSE, (IV) NON-INFRINGEMENT, OR (V) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE
OF TRADE.
4.6
Confidentiality. "Proprietary Information" means trade secrets other information) that is of value and treated as confidential. The unauthorized use or
disclosure of Liquidware´s Proprietary Information may cause great harm to Liquidware. Accordingly, Customer will maintain Liquidware´s Proprietary Information in
confidence and not disclose, display, transmit, or otherwise make available Liquidware´s Proprietary Information in whole or in part to any third party, or use Liquidware´s
Proprietary Information for any purpose whatsoever other than as expressly authorized in the Agreement. The obligations in this Section will continue until such time as
the Proprietary Information is no longer protected by applicable law (through no fault by Customer).
4.7
Contact Information. Customer will provide to Liquidware certain business contact information regarding its personnel (including names, phone numbers,
and e-mail addresses). Customer hereby authorizes Liquidware to use, store and process this information anywhere Liquidware or its affiliates do business, which may
include the United States. Liquidware will process and use such information only in connection with the parties´ business relationship and in accordance with its privacy
policy available at http://www.liquidware.com/privacy, and may provide such information to its contractors, business partners, assignees and affiliates for uses consistent
with their collective business activities in connection with the business relationship between Liquidware and Customer, including communicating with Customer personnel
(for example, for processing orders, for promotions, and for market research). Customer represents and warrants that it has obtained all consents necessary for Liquidware
and its affiliates to store, process and use such information as set forth above. If Customer or any individual has any questions regarding Liquidware´s use of such
information or wants to access, update or remove such information, Liquidware may be contacted at marketing@liquidwarelabs.com.
4.8
MAXIMUM LIABILITY LIMITATIONS.
(a)
EXCEPT FOR THE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT WILL LIQUIDWARE AND ITS SUPPLIERS´
AGGREGATE LIABILITY FOR ANY DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EVER EXCEED THE PAID BY CUSTOMER UNDER THE APPLICABLE ORDER GIVING
RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM.
(b)
IN NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF OR INABILITY TO USE THE
LICENSED SOFTWARE, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR ITS SUPPLIERS HAVE BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE DAMAGES OCCURRING, AND WHETHER THE LIABILITY IS BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
(c)
The limitations above in this Section do not apply to a situation if, and only to the extent that, the limitations cannot under applicable laws limit the liability of
Liquidware in that situation.
4.9
Export Controls. The Licensed Software and the underlying information and technology may not be used, exported, re-exported or downloaded in violation
of the laws and administrative regulations of the United States or any other applicable jurisdiction. Customer shall comply with all applicable laws and regulations
whenever Customer transfers, exports, or re-exports the Licensed Software. Further Customer represents that it and its officers, directors or personnel are not named on
any U.S. government denied-party list.
4.10
Notices. Any notices to Liquidware regarding this Agreement should be made to legal@liquidware.com. Liquidware may contact and notify Customer at
the email address indicated on the Order or that Customer has otherwise provided to its authorized reseller. Customer agrees to Liquidware´s receipt of the contact
information that Customer provided to the authorized reseller. All notices will be deemed received upon the party´s receipt of the notice.
4.11
Counterparts. The Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will
constitute the same instrument.
4.12
Assignment. Customer may not assign this Agreement or the rights and obligations thereunder to any other person or entity without the prior written consent
of Liquidware. Liquidware may assign or delegate any or all of its right or obligations under this Agreement in whole or in part in its discretion. Any assignment in
violation of this Section is void and of no effect. This Agreement will be binding upon and inure to the benefit of the parties, their legal representatives, permitted
transferees, successors, and assigns as permitted by this Agreement.
4.13
Miscellaneous. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such
invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will be valid and enforceable to the fullest extent permitted by applicable
law. No waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized
representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party´s
waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant.
4.14
Governing Law and Venue.
(a)
This Agreement will be exclusively construed, governed and enforced in all respects in accordance with the internal laws (excluding all conflict of law rules)
of the following: (i) England and Wales if Customer is located in the United Kingdom, Netherlands, Sweden, Norway or Finland, (ii) Switzerland if Customer is located
in a country in the European Union (excluding UK, Netherlands, Sweden, Norway and Finland), or (iii) the State of Illinois, USA, if Customer is located in in any country
other than those described in subpoints (i) or (ii) above. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to
this Agreement or the parties thereto.
(b)
If Customer is located in the United States, then the exclusive jurisdiction and venue for all disputes regarding this Agreement will be a court of competent
jurisdiction in Cook County, Illinois. Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant
to the then-existing Rules of Conciliation and Arbitration ("Rules"), and under the auspices, of the International Chamber of Commerce ("ICC"). The arbitrator shall be
knowledgeable in the chosen law and the software industry. At either party´s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning
for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their
representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will be in English and will
take place in Chicago, Illinois, USA. Judgment on the arbitration award may be entered in any court having jurisdiction. Notwithstanding the foregoing, Liquidware may,
at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to
enforce its rights in its Proprietary Information or intellectual property.
(c) The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions are to be in English. Any attachments or amendments
to this Agreement are to be in English. Translations of any agreement documents are not to be construed as official or original versions of the documents.

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List of files that belong to this license:

/services/stratusphere_ux/vdesktools/bin/vs-helper
/services/stratusphere_ux/vdesktools/bin/rapl
/services/stratusphere_ux/vdesktools/bin/vminfo
/services/stratusphere_ux/vdesktools/bin/sdlist
/services/stratusphere_ux/vdesktools/bin/curl
/services/stratusphere_ux/vdesktools/bin/idenq
/services/stratusphere_ux/vdesktools/bin/vsctrl
/services/stratusphere_ux/vdesktools/bin/master_image_prep.sh
