{"id":1029,"date":"2023-09-02T11:35:28","date_gmt":"2023-09-02T11:35:28","guid":{"rendered":"https:\/\/www.swarojgar.org\/business\/?page_id=1029"},"modified":"2023-09-27T10:48:16","modified_gmt":"2023-09-27T10:48:16","slug":"terms-and-conditions","status":"publish","type":"page","link":"https:\/\/www.swarojgar.org\/business\/terms-and-conditions\/","title":{"rendered":"Terms And Conditions"},"content":{"rendered":"\t\t<div data-elementor-type=\"wp-page\" data-elementor-id=\"1029\" class=\"elementor elementor-1029\">\n\t\t\t\t\t\t\t\t\t<section class=\"elementor-section elementor-top-section elementor-element elementor-element-6cd471b elementor-section-content-middle elementor-section-height-min-height elementor-section-full_width elementor-section-height-default elementor-section-items-middle\" data-id=\"6cd471b\" data-element_type=\"section\" data-settings=\"{&quot;background_background&quot;:&quot;classic&quot;}\">\n\t\t\t\t\t\t\t<div class=\"elementor-background-overlay\"><\/div>\n\t\t\t\t\t\t\t<div class=\"elementor-container elementor-column-gap-default\">\n\t\t\t\t\t<div class=\"elementor-column elementor-col-100 elementor-top-column elementor-element elementor-element-85eb0d0\" data-id=\"85eb0d0\" data-element_type=\"column\">\n\t\t\t<div class=\"elementor-widget-wrap elementor-element-populated\">\n\t\t\t\t\t\t\t\t<div class=\"elementor-element elementor-element-13cd6ff elementor-widget__width-initial elementor-invisible elementor-widget elementor-widget-heading\" data-id=\"13cd6ff\" data-element_type=\"widget\" data-settings=\"{&quot;_animation&quot;:&quot;zoomIn&quot;}\" data-widget_type=\"heading.default\">\n\t\t\t\t<div class=\"elementor-widget-container\">\n\t\t\t<style>\/*! elementor - v3.16.0 - 20-09-2023 *\/\n.elementor-heading-title{padding:0;margin:0;line-height:1}.elementor-widget-heading .elementor-heading-title[class*=elementor-size-]>a{color:inherit;font-size:inherit;line-height:inherit}.elementor-widget-heading .elementor-heading-title.elementor-size-small{font-size:15px}.elementor-widget-heading .elementor-heading-title.elementor-size-medium{font-size:19px}.elementor-widget-heading .elementor-heading-title.elementor-size-large{font-size:29px}.elementor-widget-heading .elementor-heading-title.elementor-size-xl{font-size:39px}.elementor-widget-heading .elementor-heading-title.elementor-size-xxl{font-size:59px}<\/style><h1 class=\"elementor-heading-title elementor-size-default\">Terms and Conditions<\/h1>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<section class=\"elementor-section elementor-top-section elementor-element elementor-element-1b0fc7d elementor-section-boxed elementor-section-height-default elementor-section-height-default elementor-invisible\" data-id=\"1b0fc7d\" data-element_type=\"section\" data-settings=\"{&quot;background_background&quot;:&quot;gradient&quot;,&quot;animation&quot;:&quot;fadeInUp&quot;}\">\n\t\t\t\t\t\t<div class=\"elementor-container elementor-column-gap-no\">\n\t\t\t\t\t<div class=\"elementor-column elementor-col-50 elementor-top-column elementor-element elementor-element-cdc9306\" data-id=\"cdc9306\" data-element_type=\"column\">\n\t\t\t<div class=\"elementor-widget-wrap elementor-element-populated\">\n\t\t\t\t\t\t\t\t<div class=\"elementor-element elementor-element-972bf45 elementor-widget elementor-widget-heading\" data-id=\"972bf45\" data-element_type=\"widget\" data-widget_type=\"heading.default\">\n\t\t\t\t<div class=\"elementor-widget-container\">\n\t\t\t<h2 class=\"elementor-heading-title elementor-size-default\">Terms and Conditions<\/h2>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<div class=\"elementor-element elementor-element-870e4db elementor-widget elementor-widget-text-editor\" data-id=\"870e4db\" data-element_type=\"widget\" data-widget_type=\"text-editor.default\">\n\t\t\t\t<div class=\"elementor-widget-container\">\n\t\t\t<style>\/*! elementor - v3.16.0 - 20-09-2023 *\/\n.elementor-widget-text-editor.elementor-drop-cap-view-stacked .elementor-drop-cap{background-color:#69727d;color:#fff}.elementor-widget-text-editor.elementor-drop-cap-view-framed .elementor-drop-cap{color:#69727d;border:3px solid;background-color:transparent}.elementor-widget-text-editor:not(.elementor-drop-cap-view-default) .elementor-drop-cap{margin-top:8px}.elementor-widget-text-editor:not(.elementor-drop-cap-view-default) .elementor-drop-cap-letter{width:1em;height:1em}.elementor-widget-text-editor .elementor-drop-cap{float:left;text-align:center;line-height:1;font-size:50px}.elementor-widget-text-editor .elementor-drop-cap-letter{display:inline-block}<\/style>\t\t\t\t<p><strong>KloudStage Software License Agreement<\/strong><\/p><p><strong>NOTE<\/strong>:<\/p><p>PLEASE REVIEW THIS SOFTWARE LICENSE AGREEMENT CAREFULLY\u00a0 BECAUSE THIS IS A BINDING LEGAL CONTRACT BETWEEN YOU AND KLOUDSTAGE, LLC (\u201cAGREEMENT\u201d). THIS AGREEMENTS GOVERNS YOUR USE OF THE KLOUDSTAGE SOFTWARE (THE \u201cLICENSED SOFTWARE\u201d).\u00a0 BY USING THE LICENSED SOFTWARE, YOU ACCEPT THE TERMS OF THIS\u00a0 AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE\u00a0 AGREEING TO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, YOU ARE\u00a0 REPRESENTING TO US THAT YOU HAVE READ THE AGREEMENT, YOU HAVE\u00a0 THE AUTHORITY TO BIND YOUR COMPANY, AND THE TERM \u201cYOU\u201d SHALL\u00a0 REFER TO YOUR COMPANY. IF YOU DO NOT AGREE TO BE BOUND BY THESE\u00a0 TERMS THEN YOU MAY NOT USE THE LICENSED SOFTWARE. THESE TERMS\u00a0 ALSO INCLUDE AND INCORPORATE ANY TERMS OR POLICY POSTED ON\u00a0 KLOUDSTAGE.COM.<\/p><p>FOR PURPOSES OF THIS AGREEMENT, KLOUDSTAGE IS THE LICENSOR, YOU ARE\u00a0 THE LICENSEE. THE LICENSOR AND THE LICENSEE MAY BE REFERRED TO\u00a0 HEREIN, EACH A PARTY OR TOGETHER AS THE PARTIES.<\/p><p>WHEREAS Licensor is the legal and beneficial owner of the Licensed Software and\u00a0 desires to license the Licensed Software to Licensee; and<\/p><p>WHEREAS Licensee desires to obtain a license to use the Licensed Software subject to\u00a0 the terms and conditions of this Agreement.<\/p><p>NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set\u00a0 forth herein, and for other good and valuable consideration, the receipt and sufficiency of\u00a0 which are hereby acknowledged, the Parties agree as follows:\u00a0<\/p><p><strong>1.\u00a0<\/strong><strong>DEFINITIONS.\u00a0<\/strong>For purposes of this Agreement,\u00a0<\/p><p><strong>a.\u00a0<\/strong><strong>\u201cAgreement\u201d\u00a0<\/strong>has the meaning set forth in the preamble.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>\u201cConfidential Information\u201d\u00a0<\/strong>means any non-public information in any form\u00a0 and however transmitted, whether orally, visually, in writing, or by electronic\u00a0 communication, that both Parties reasonably and in good faith deem to be\u00a0 confidential or proprietary. Confidential Information includes, but is not\u00a0 limited to, technological disclosures, trade secrets, ideas, concepts, know\u00a0<\/p><p>how, business operations, plans, strategies, customer information, pricing\u00a0 information, and any other information that the disclosing Party is\u00a0 contractually or otherwise bound to keep confidential. Confidential\u00a0 Information may, but is not obligated to be designated, marked, or otherwise identified as \u201cconfidential.\u201d See exclusions in the section titled\u00a0 \u201cCONFIDENTIALITY\u201d below.\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>\u201cDocumentation\u201d\u00a0<\/strong>means any and all manuals, instructions, and other end\u00a0 user materials that Licensor provides to Licensee describing the software\u2019s\u00a0 functionality, components, technical specifications, capabilities,\u00a0 requirements, or limitations. Documentation may include, but is not limited\u00a0 to, aspects of the software that are of practical importance to Licensee, such\u00a0 as instructions on installation, configuration, integration, operation, use,\u00a0 support, or maintenance.\u00a0<\/p><p><strong>d.\u00a0<\/strong><strong>\u201cEffective Date\u201d\u00a0<\/strong>is the start date for this Agreement where all rights and obligations herein become operational and enforceable.\u00a0<\/p><p><strong>e.\u00a0<\/strong><strong>\u201cIntellectual Property Rights\u201d\u00a0<\/strong>means any and all registered and\u00a0 unregistered rights to plans, ideas, designs, or other intangible assets. Such\u00a0 rights are granted, applied for, or otherwise now or hereafter in existence\u00a0 under or related to any patent, copyright, trademark, trade secret, database\u00a0 protection, right of publicity, other intellectual property rights laws, and all\u00a0 similar or equivalent rights or forms of protection, in any part of the world.\u00a0<\/p><p><strong>f.\u00a0<\/strong><strong>\u201cLaw\u201d\u00a0<\/strong>means any statute, code, ordinance, rule, regulation, constitution,\u00a0 order, treaty, precedent, judgment, or other legal requirements of any\u00a0 authority of competent jurisdiction, including, but not limited to, federal,\u00a0 state, local, or foreign governments, political agencies or subdivisions\u00a0 thereof, or any appropriate courts or tribunals.\u00a0<\/p><p><strong>g.\u00a0<\/strong><strong>\u201cLicensed Software\u201d\u00a0<\/strong>means software version Rel 2.0 of KloudStage, any\u00a0 ancillary data files, modules, libraries, tutorials, or demonstration programs,\u00a0 and any Maintenance Release(s) provided to Licensee according to this\u00a0 Agreement.\u00a0<\/p><p><strong>h.\u00a0<\/strong><strong>\u201cLicensee\u201d\u00a0<\/strong>has the meaning set forth in the preamble.\u00a0<\/p><p><strong>i.\u00a0<\/strong><strong>\u201cLicensor\u201d\u00a0<\/strong>has the meaning set forth in the preamble.\u00a0<\/p><p><strong>j.\u00a0<\/strong><strong>\u201cMaintenance Release\u201d\u00a0<\/strong>means any update, upgrade, release, or other\u00a0 adaptation or modification of the Licensed Software or Documentation that\u00a0 Licensor may optionally and periodically provide to Licensee during the\u00a0 Term. Such release may include, but is not limited to, error corrections,\u00a0 enhancements, improvements, or other changes to the Licensed Software\u2019s\u00a0 functionality, compatibility, capabilities, performance, efficiency, user\u00a0 interface, or quality. Such release is separate and distinct from any New\u00a0 Version Licensor may choose to release during the Term.<\/p><p><strong>k.\u00a0<\/strong><strong>\u201cNew Version\u201d\u00a0<\/strong>means any new variant of the Licensed Software that\u00a0 Licensor may introduce and market from time to time as a distinct licensed\u00a0 product. A New Version may be indicated by Licensor\u2019s designation of a\u00a0 new version or release number. Licensor may make a New Version\u00a0 available to Licensee at an additional cost under a separate agreement or\u00a0 by written amendment.\u00a0<\/p><p><strong>l.\u00a0<\/strong><strong>\u201cParties\u201d\u00a0<\/strong>mean the Licensor and Licensee, collectively.\u00a0<\/p><p><strong>m.\u00a0<\/strong><strong>\u201cParty\u201d\u00a0<\/strong>means the Licensor or Licensee, individually.\u00a0<\/p><p><strong>n.\u00a0<\/strong><strong>\u201cPermitted Use\u201d\u00a0<\/strong>means use of the Licensed Software by an authorized\u00a0 user for the benefit of Licensee in its ordinary course of internal business\u00a0 operations.\u00a0<\/p><p><strong>o.\u00a0<\/strong><strong>\u201cOpen-Source Components\u201d\u00a0<\/strong>means any software component that is\u00a0 subject to an open-source copyright license agreement. Qualifying open source copyright license agreements include, but are not limited to, Apache\u00a0 License 2.0, BSD 3-Clause \u201cNew\u201d or \u201cRevised\u201d license, BSD 20-Clause\u00a0 \u201cSimplified\u201d or \u201cFreeBSD\u201d license, GNU General Public License, GNU\u00a0 Library or \u201cLesser\u201d General Public License, MIT License, Mozilla Public\u00a0 License 2.0, Common Development and Distribution License, Eclipse\u00a0 Public License, and any other obligations, restrictions, or license\u00a0 agreements that substantially conform to the \u201cOpen Source Definition\u201d as\u00a0 prescribed by the Open Source Initiative or otherwise may require third\u00a0<\/p><p>party disclosure or licensing if any source code of such software\u00a0 components is used or compiled.\u00a0<\/p><p><strong>p.\u00a0<\/strong><strong>\u201cTerm\u201d\u00a0<\/strong>has the meaning set forth in the Term section.\u00a0<\/p><p><strong>2.\u00a0<\/strong><strong>LICENSE GRANT.\u00a0<\/strong>Subject to the terms and conditions of this Agreement and the\u00a0 Parties\u2019 compliance therewith, Licensor hereby grants to Licensee, solely for\u00a0 defined Permitted Use, a non-exclusive, non-sublicensable, and non-transferable\u00a0 license to use the Licensed Software and Documentation during the Agreement\u00a0 Term.\u00a0<\/p><p><strong>a.\u00a0<\/strong><strong>Scope of Licensed Access and Use.\u00a0<\/strong>Licensee can install, use, and run\u00a0 the Licensed Software on computers or electronic devices. For each\u00a0 authorized user, subscription fees have to be paid on a monthly basis, or\u00a0 prepaid in advance for the duration of usage.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Additional Copy.\u00a0<\/strong>Licensee is permitted to duplicate a copy of the Licensed\u00a0 Software exclusively for testing, disaster recovery, or archival purposes.\u00a0 Any copy of the Licensed Software made by Licensee, for any authorized\u00a0 or unauthorized purposes, continues to be Licensor\u2019s exclusive property, is\u00a0<\/p><p>subject to the terms and conditions of this Agreement, and must include all\u00a0 Intellectual Property Rights notices contained in the original Licensed\u00a0 Software and Documentation.\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>Open-Source Licenses.\u00a0<\/strong>Should the Licensed Software include any Open Source Components, Licensee\u2019s use of the Open-Source Components will\u00a0 be governed by, and subject to, the terms and conditions of the related\u00a0 open-source and public licenses. Licensor will provide Licensee with the\u00a0 license name, author information, license source, access information, and\u00a0 other relevant information for Open-Source Components. To the extent\u00a0 required by the license that accompanies the Open Source Components,\u00a0 the terms of such license will apply in lieu of the terms of this Agreement\u00a0 with respect to such Open Source Components, including, without\u00a0 limitation, any provisions governing access to source code, modification or\u00a0 reverse engineering.\u00a0<\/p><p><strong>d.\u00a0<\/strong><strong>Third Party Software.\u00a0<\/strong>Licensee further acknowledges and agrees that any \u00a0third-party software licenses (any database or application such as Microsoft \u00a0Office, Oracle, SAP, PeopleSoft Java, Adobe, Salesforce, etc.) that are \u00a0required for the operation of the Licensed Software are the obligation of the \u00a0Licensee to obtain.\u00a0<\/p><p><strong>e.\u00a0<\/strong><strong>Third-Party Code.\u00a0<\/strong>The Licensed Software may contain or be provided \u00a0with components which are licensed from third parties (\u201cThird Party Code\u201d). \u00a0The Licensed Software consumes certain services (Web Services, Extracts, \u00a0Integrations, etc.) that may be allowed and available by the source software \u00a0(including Open-Source Components) for computing or providing results. In \u00a0the event any such services are discontinued by the source application for \u00a0any reason, Licensor may provide other alternatives to provide similar \u00a0outcomes, but is under no obligation to do so and will not incur any liability \u00a0for failing to do so.\u00a0<\/p><p><strong>3.\u00a0<\/strong><strong>LICENSE RESTRICTIONS.\u00a0<\/strong>Except as expressly permitted in this Agreement, and\u00a0 subject to the Open-Source Components if applicable, Licensee will not, and will\u00a0 not permit any third party to,\u00a0<\/p><p><strong>a.\u00a0<\/strong>reproduce any portion of the Licensed Software for any purpose except as\u00a0 otherwise authorized in this Agreement;\u00a0<\/p><p><strong>b.\u00a0<\/strong>decode, disassemble, reverse engineer, or otherwise attempt to derive or\u00a0 gain access to any portion the Licensed Software\u2019s source code;<\/p><p><strong>c.\u00a0<\/strong>adopt, build upon, correct, modify, translate, or otherwise improve or create\u00a0 derivative works of the Licensed Software;\u00a0<\/p><p><strong>d.\u00a0<\/strong>lend, publish, rent, lease, sell, sublicense, assign, transfer, or otherwise\u00a0 make available to any third party not authorized within this Agreement the\u00a0 Licensed Software in any manner, including, but not limited to, access to\u00a0 the Licensed Software on the internet or any time sharing, service bureau,\u00a0 software as a service, cloud, or similar technology or service;\u00a0<\/p><p><strong>e.\u00a0<\/strong>breach or circumvent any disclosed or undisclosed security device or\u00a0 intended protection used for or contained in the Licensed Software or\u00a0 Documentation;\u00a0<\/p><p><strong>f.\u00a0<\/strong>efface, alter, obscure, translate, combine, or otherwise change any\u00a0 trademarks, disclaimers, warranties, Documentation terms, Intellectual\u00a0 Property Rights, proprietary rights, or any symbols, notices, marks, serial\u00a0 numbers, or identification on or relating to any copy of the Licensed\u00a0 Software or Documentation;\u00a0<\/p><p><strong>g.\u00a0<\/strong>use the Licensed Software in any manner or for any purpose that infringes,\u00a0 misappropriates, or otherwise violates any Intellectual Property Rights or\u00a0 any applicable Law;\u00a0<\/p><p><strong>h.\u00a0<\/strong>use the Licensed Software for the purposes of (i) comparative or\u00a0 competitive analysis of the Licensed Software; (ii) developing, using, or\u00a0 providing a competing software product or service; or (iii) any other purpose\u00a0 that is to Licensor\u2019s detriment or commercial disadvantage;\u00a0<\/p><p><strong>i.\u00a0<\/strong>use the Licensed Software, alone or in part, in connection with any\u00a0 hazardous environments, systems, or applications; any safety response\u00a0 systems; any safety-critical applications; or any applications where the\u00a0 failure of the Licensed Software may reasonably and foreseeably lead to\u00a0 personal injury, severe physical damage, or severe property damage; or\u00a0<\/p><p><strong>j.\u00a0<\/strong>use the Licensed Software, Documentation, or any Open-Source\u00a0 Components for any purpose not expressly permitted under Permitted Use\u00a0 or in any manner not expressly permitted by this Agreement or the\u00a0 controlling Open-Source License.\u00a0<\/p><p><strong>4.\u00a0<\/strong><strong>TERM.\u00a0<\/strong>The term of this Agreement commences as of the Effective Date and will\u00a0 continue in effect for one year and will auto renew for successive annual terms,\u00a0 unless notice to terminate is given to the Licensor within 60 days of the expiration\u00a0 of the term. Fees for each successive term will be at Licensor\u2019s then current rates.<\/p><p><strong>5.\u00a0<\/strong><strong>DELIVERY.\u00a0<\/strong>Licensor will deliver one copy of the Licensed Software electronically\u00a0 to the Licensee on receiving quote approval or Purchase order.\u00a0<\/p><p><strong>6.\u00a0<\/strong><strong>FEES AND TAXES.\u00a0<\/strong>In consideration of the rights granted to Licensee under this\u00a0 Agreement, Licensee agrees to pay to Licensor in accordance to the payment\u00a0 terms set forth in this Agreement:\u00a0<\/p><p><strong>a.\u00a0<\/strong><strong>Taxes.\u00a0<\/strong>All fees are exclusive of taxes, duties, and other similar\u00a0 assessments. Licensee is responsible for all sales, service, use, exercise,\u00a0 and all other similar taxes, duties, and charges of any kind imposed by any\u00a0 governmental, federal, state, local, or regulatory authority on any amounts\u00a0 payable by Licensee hereunder. Notwithstanding the forgoing, the Licensor\u00a0 is solely responsible for its own income tax.\u00a0<\/p><p><strong>7. PAYMENT\u00a0<\/strong><\/p><p><strong>a.\u00a0<\/strong><strong>Payment Terms.\u00a0<\/strong>Licensee will pay all license fees due and owing under\u00a0 this Agreement on or before 30 days from the invoice date. Licensee will\u00a0 make all payments in U.S. currency by check to the Notice address, by wire\u00a0 transfer\/ACH to any account as Licensor may specify in writing from time to\u00a0 time, or via credit card to Licensor at time of order.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Late Payment.\u00a0<\/strong>If any payment to Licensor is delinquent, then in addition to\u00a0 all other remedies available to Licensor,\u00a0<\/p><p><strong>i.\u00a0<\/strong>Licensor may charge interest on the past due amount at a rate no\u00a0 higher than the highest rate permitted under applicable Law;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>Licensee must reimburse Licensor for all reasonable costs incurred\u00a0 to collect any and all late payment and associated interest amounts,\u00a0 including, but not limited to, any attorneys\u2019 fee, court costs, and\u00a0 collection agency fees; and\u00a0<\/p><p><strong>iii.\u00a0<\/strong>if payment delinquency continues for five business days following\u00a0 written notice or demand for payment, Licensor may exercise any or\u00a0 all of the following remedies: (1) technologically disable Licensee\u2019s\u00a0 use of the Licensed Software; (2) withhold, suspend, or revoke this\u00a0 license grant; and (3) terminate this Agreement pursuant to the\u00a0 Termination section.\u00a0<\/p><p><strong>8. TESTING AND ACCEPTANCE\u00a0<\/strong><\/p><p><strong>a.\u00a0<\/strong><strong>Acceptance Parameters and Testing.\u00a0<\/strong>Acceptance testing will be\u00a0 conducted by Licensor to establish whether the Licensed Software operates\u00a0 properly and in accordance with Documentation. Licensee will supply to\u00a0 Licensor suitable test data and the associated results Licensee reasonably expects to be achieved by using the Licensed Software. Licensor will carry\u00a0 out testing, in the presence of Licensee or its authorized representative,\u00a0 upon a mutually acceptable date and time after delivery of Licensed\u00a0 Software.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Testing Failure.\u00a0<\/strong>If the initial acceptance testing does not yield expected\u00a0 results, Licensor will, at its own cost, correct the errors and repeat the\u00a0 acceptance testing again under the same testing conditions as the initial\u00a0 test in the presence of Licensee or its authorized representatives. If the\u00a0 subsequent acceptance testing also fails to yield expected results and such\u00a0 failure is reasonably determined to be caused solely by the Licensed\u00a0 Software, Licensee may terminate this Agreement upon written notice to the\u00a0 Licensor. On termination, Licensor will refund any and all license fees\u00a0 already paid by Licensee to Licensor under this Agreement. This is\u00a0 Licensee\u2019s sole and exclusive remedy for any unresolved acceptance\u00a0 testing failures.\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>Acceptance.\u00a0<\/strong>Notwithstanding any acceptance testing rights, requirements,\u00a0 and obligations herein, Licensee is deemed to have accepted the Licensed\u00a0 Software if\u00a0<\/p><p><strong>i.\u00a0<\/strong>the acceptance testing conducted by Licensor and witnessed by\u00a0 Licensee or its authorized representative is successful;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>Licensee fails to provide the acceptance test parameters or\u00a0 voluntarily forgoes the acceptance testing process; or\u00a0<\/p><p><strong>iii.\u00a0<\/strong>Licensee commences intended use of Licensed Software\u00a0 irrespective of acceptance testing parameters, process, or result.\u00a0<\/p><p><strong>9.\u00a0<\/strong><strong>MAINTENANCE RELEASE.\u00a0<\/strong>During the Term, Licensor will provide Licensee with\u00a0 any new Maintenance Releases, Versions, or updated Documentation that are\u00a0 announced by Licensor so long as Licensee is current with their monthly or annual\u00a0 subscription fees. All Maintenance Releases are considered part of the Licensed\u00a0 Software and are subject to all applicable terms and conditions in this Agreement.\u00a0 Licensee agrees to install all Maintenance Releases as soon as practicable after\u00a0 receipt.\u00a0\u00a0<\/p><p><strong>10.\u00a0<\/strong><strong>NEW VERSION.\u00a0<\/strong>Licensee does not have any right or option to receive any New\u00a0 Versions of the Licensed Software that Licensor, in its sole discretion, may release\u00a0 neither during nor after the Term. Licensee may seek to negotiate a new, separate,\u00a0 or amended license grant for any New Version at Licensor\u2019s then-current price for\u00a0 the New Version, provided Licensee is in compliance with the terms and conditions\u00a0 of this Agreement.<\/p><p><strong>11. TITLE, INTELLECTUAL PROPERTY RIGHTS, AND INFRINGEMENT\u00a0<\/strong><strong>a.\u00a0<\/strong><strong>Ownership.\u00a0<\/strong>Licensee acknowledges and agrees that\u00a0<\/p><p><strong>i.\u00a0<\/strong>Licensor is and will remain the sole and exclusive owner of all rights,\u00a0 title, and interest in and to the Licensed Software, Documentation,\u00a0 Maintenance Release, New Version, and all Intellectual Property\u00a0 Rights associated herein, subject only to the rights of any disclosed\u00a0 third parties, within any Open-Source Components, and the limited\u00a0 license granted to Licensee under this Agreement;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>the Licensed Software, Documentation, and Intellectual Property\u00a0 Rights are licensed, not sold, to Licensee. Licensee does not, has\u00a0 not, and will not acquire any ownership interest in the Licensed\u00a0 Software, Documentation, or any related Intellectual Property Rights\u00a0 through this Agreement;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>nothing in this Agreement grants any implied rights to Licensee,\u00a0 including by implication, waiver, or estoppel, in any Intellectual\u00a0 Property Rights or other rights, title, or interest in any portion of the\u00a0 Licensed Software and Documentation.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Licensee Cooperation and Notice of Infringement.\u00a0<\/strong>Licensee will, during\u00a0 the Term,\u00a0<\/p><p><strong>i.\u00a0<\/strong>secure and protect the Licensed Software and Documentation from\u00a0 infringement, misappropriation, misuse, theft, or other unauthorized\u00a0 access through all commercially reasonable measures and\u00a0 precautions similar to those Licensee would employ to secure and\u00a0 protect its own intellectual property;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>take all reasonable steps as Licensor may require and request to\u00a0 maintain the validity, enforceability, and ownership of all Licensor\u2019s\u00a0 Intellectual Property Rights herein;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>promptly notify Licensor in writing if Licensee becomes aware of any\u00a0 actual or suspected infringement, misappropriation, misuse, theft,\u00a0 unauthorized access, or other violations of Licensor\u2019s Intellectual\u00a0 Property Rights in or relating to the Licensed Software or\u00a0 Documentation;\u00a0<\/p><p><strong>iv.\u00a0<\/strong>promptly notify Licensor in writing of any claim that the Licensed\u00a0 Software or Documentation, in whole or in part, infringes,\u00a0 misappropriates, or otherwise violates any rights, including\u00a0 Intellectual Property Rights, of other persons or entities; and<\/p><p><strong>v.\u00a0<\/strong>fully cooperate with and assist Licensor in all commercially\u00a0 reasonable ways, including but not limited to providing records,\u00a0 information, depositions, and testimonies, and at Licensor\u2019s sole\u00a0 expense, in any claim, suit, action, or proceeding to prosecute or\u00a0 defend Licensor\u2019s rights in the Licensed Software, Documentation,\u00a0 and any Intellectual Property Rights herein.\u00a0<\/p><p><strong>12.\u00a0<\/strong><strong>SECURITY MEASURE DISCLOSURE.\u00a0<\/strong>The Licensed Software may contain\u00a0 security features that prevent unauthorized or illegal use of the Licensed Software.\u00a0 Licensee acknowledges and agrees that Licensor may use these features and\u00a0 other lawful measures to verify Licensee\u2019s compliance and to enforce Licensor\u2019s\u00a0 rights under this Agreement. Licensee further acknowledges and agrees that\u00a0 Licensor may, from time to time at Licensor\u2019s sole discretion, gather Licensee\u2019s\u00a0 technical, usage, and other related information without disruption to Licensee\u2019s use\u00a0 and for the sole purpose of improving the Licensed Software\u2019s performance,\u00a0 developing Maintenance Releases, and developing New Versions.\u00a0<\/p><p><strong>13. VERIFICATION AND AUDIT\u00a0<\/strong><\/p><p><strong>a.\u00a0<\/strong><strong>Verification.\u00a0<\/strong>At Licensor\u2019s written request, Licensee will confirm in writing\u00a0 the actual scope of Licensee\u2019s access and use of Licensed Software and\u00a0 list all locations of actual use if applicable.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Audit Procedure.\u00a0<\/strong>Licensor or its representative may inspect and audit\u00a0 Licensee\u2019s use of the Licensed Software under this Agreement at any time\u00a0 during the Term upon reasonable notice and request. All such audits will be\u00a0 conducted during regular business hours. Licensor will cooperate with\u00a0 Licensee to ensure such audits do not unreasonably interfere with\u00a0 Licensee\u2019s business operations. Licensee agrees to make available all\u00a0 technology, records, equipment, information, and personnel, and to provide\u00a0 all cooperation and assistance as necessary for the Licensor to reasonably\u00a0 conduct the audit. Licensor agrees to only examine information directly\u00a0 related to Licensee\u2019s Licensed Software use. Licensor will keep confidential\u00a0 any information Licensee deems confidential that may be directly or\u00a0 incidentally disclosed during such audits.\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>Excessive Use Result.\u00a0<\/strong>If the verification or audit determines that\u00a0 Licensee\u2019s Licensed Software use exceeds the usage or scope permitted\u00a0 by this Agreement, Licensee agrees to pay Licensor all amounts due for\u00a0 excessive use of the Licensed Software as negotiated at such time.<\/p><p><strong>14. CONFIDENTIALITY\u00a0<\/strong><\/p><p><strong>a.\u00a0<\/strong><strong>Confidential Information.\u00a0<\/strong>In connection with this Agreement, each Party\u00a0 may disclose or make available to the other Party Confidential Information\u00a0 which includes, but is not limited to, the Licensed Software, Documentation,\u00a0 and any terms of this Agreement.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Exclusions and Exceptions.\u00a0<\/strong>Confidential Information excludes\u00a0 information that\u00a0<\/p><p><strong>i.\u00a0<\/strong>was rightfully and lawfully known to the recipient without any\u00a0 restrictions on use or disclosure prior to disclosure by disclosing\u00a0 Party in connection with this Agreement;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>was or becomes part of the public domain by means other than by\u00a0 the recipient or any of the recipient\u2019s representatives\u2019 violations of\u00a0 this Agreement;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>was or is received by the recipient on a non-confidential basis from\u00a0 a third party that was not, or is not, at the time of such receipt, under\u00a0 any obligation to maintain its confidentiality; or\u00a0<\/p><p><strong>iv.\u00a0<\/strong>was or is independently developed by the recipient without reference\u00a0 to or use of any Confidential Information.\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>Protection of Confidential Information.\u00a0<\/strong>As a condition of receiving any\u00a0 Confidential Information, the recipient will, for one year (1 year),\u00a0<\/p><p><strong>i.\u00a0<\/strong>only access or use Confidential Information if absolutely necessary\u00a0 to exercise the recipient\u2019s rights or perform the recipient\u2019s obligations\u00a0 under this Agreement;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>except when compelled by Law, not disclose or permit access to\u00a0 Confidential Information other than to the recipient\u2019s representatives\u00a0 on a need-to-know basis for the recipient to exercise its rights or\u00a0 perform its obligations under this Agreement, under strict information\u00a0 and understanding of the confidential nature of Confidential\u00a0 Information and the recipient\u2019s obligations to protect Confidential\u00a0 Information, and with acknowledgment from such representatives\u00a0 that they too are bound by the confidentiality and restricted use\u00a0 obligations set forth herein;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>use, at minimum, the same degree of care that recipient uses to\u00a0 protect its own similarly sensitive information, and no less than a\u00a0 generally commercially reasonable degree of care, to secure and protect Confidential Information from unauthorized use, access, or\u00a0 disclosure;\u00a0<\/p><p><strong>iv.\u00a0<\/strong>promptly notify the disclosing Party in writing of any actual or\u00a0 suspected unauthorized use or disclosure of Confidential Information\u00a0 and cooperate with disclosing Party by taking all reasonable steps to\u00a0 prevent further unauthorized use or disclosure; and\u00a0<\/p><p><strong>v.\u00a0<\/strong>ensure recipient\u2019s representatives comply with the terms of this\u00a0 section and are responsible and liable for their noncompliance, if any.\u00a0<\/p><p>\u00a0<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t<div class=\"elementor-column elementor-col-50 elementor-top-column elementor-element elementor-element-dd9bcb6\" data-id=\"dd9bcb6\" data-element_type=\"column\">\n\t\t\t<div class=\"elementor-widget-wrap elementor-element-populated\">\n\t\t\t\t\t\t\t\t<div class=\"elementor-element elementor-element-55ae6ef elementor-widget elementor-widget-text-editor\" data-id=\"55ae6ef\" data-element_type=\"widget\" data-widget_type=\"text-editor.default\">\n\t\t\t\t<div class=\"elementor-widget-container\">\n\t\t\t\t\t\t\t<p><strong>d.\u00a0<\/strong><strong>Trade Secrets Confidentiality Duration.\u00a0<\/strong>Notwithstanding any other\u00a0 provisions in this Agreement, the recipient is obligated to protect any\u00a0 Confidential Information that constitutes trade secrets under any applicable\u00a0 Law until such Confidential Information ceases to qualify for trade secret\u00a0 protection by operation of Law.\u00a0<\/p><p><strong>e.\u00a0<\/strong><strong>Compelled Disclosure.\u00a0<\/strong>To the extent permitted by Law, if the recipient or\u00a0 its representatives are compelled by Law to disclose any Confidential\u00a0 Information, the recipient must promptly, and prior to such disclosure, notify\u00a0 the disclosing Party in writing of such requirement to allow the disclosing\u00a0 Party the opportunity to seek a protective order or other legal remedy. The\u00a0 recipient must also provide reasonable assistance to the disclosing Party to\u00a0 oppose such disclosure, to seek a protective order, or to seek other\u00a0 disclosure limitations or remedies. If disclosure is unavoidable, the recipient\u00a0 may disclose only such Confidential Information that the recipient is legally\u00a0 required to disclose. Upon disclosing Party\u2019s request, the recipient must use\u00a0 commercially reasonable efforts to obtain assurances of confidential\u00a0 treatment of all compelled Confidential Information from the applicable court\u00a0 or legal authority.\u00a0<\/p><p><strong>15.\u00a0<\/strong><strong>TERMINATION.\u00a0<\/strong>This Agreement may be terminated at any time\u00a0<\/p><p><strong>a.\u00a0<\/strong>by Licensor if Licensee fails to make payment where such failures continue\u00a0 more than five business days after the due date, effective on written notice\u00a0 of termination to Licensee;\u00a0<\/p><p><strong>b.\u00a0<\/strong>by either Party for the other Party\u2019s material breach of this Agreement that\u00a0 is incurable or uncured by breaching party for 30 days after being served\u00a0 with notice of breach and demand for cure, effective on written termination\u00a0 notice to the breaching Party;\u00a0<\/p><p><strong>c.\u00a0<\/strong>by Licensor, effective immediately irrespective of written notice, if Licensee\u00a0<\/p><p><strong>i.\u00a0<\/strong>is dissolved or liquidated or takes any corporate action for such\u00a0 purposes;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>becomes insolvent or is generally unable to pay its debts as they\u00a0 become due;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>becomes the subject of any bankruptcy proceedings, voluntary or\u00a0 involuntary, under any domestic or foreign bankruptcy or insolvency\u00a0 Law;\u00a0<\/p><p><strong>iv.\u00a0<\/strong>makes or seeks to make a general assignment for the benefit of its\u00a0 creditors; or\u00a0<\/p><p><strong>v.\u00a0<\/strong>applies for, or consents to, the appointment of a trustee, receiver, or\u00a0 custodian for a substantial part of its property.\u00a0<\/p><p><strong>16.\u00a0<\/strong><strong>TERMINATION OR EXPIRATION EFFECTS.\u00a0<\/strong>Upon early termination or the\u00a0 natural expiration of this Agreement,\u00a0<\/p><p><strong>a.\u00a0<\/strong>all licenses, rights, and authorizations granted to Licensee herein will\u00a0 immediately terminate and Licensee will\u00a0<\/p><p><strong>i.\u00a0<\/strong>promptly cease all use of the Licensed Software and Documentation;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>within five business days deliver to Licensor, or at Licensor\u2019s written\u00a0 request, destroy and permanently erase from all Licensee\u2019s and their\u00a0 representatives\u2019 devices, equipment, and systems, the Licensed\u00a0 Software, Documentation, and all Licensor\u2019s Confidential\u00a0 Information; and\u00a0<\/p><p><strong>iii.\u00a0<\/strong>certify in writing that Licensee, and any of Licensee\u2019s\u00a0 representatives, has complied with the termination requirements\u00a0 herein; and\u00a0<\/p><p><strong>b.\u00a0<\/strong>all amounts payable of any kind under this Agreement are immediately due\u00a0 and payable effective on the expiration date or early termination date.\u00a0<\/p><p><strong>17.\u00a0<\/strong><strong>MUTUAL REPRESENTATIONS AND WARRANTIES.\u00a0<\/strong>Each Party represents,\u00a0 warrants, and covenants to the other Party that\u00a0<\/p><p><strong>a.\u00a0<\/strong>it is duly established, validly existing, and in good standing to conduct\u00a0 business as a sole proprietorship, partnership, company, corporation, trust,\u00a0 organization, or any other valid entity under the Laws of its jurisdiction;\u00a0<\/p><p><strong>b.\u00a0<\/strong>it has the full right, power, and authority to enter into this Agreement;<\/p><p><strong>c.\u00a0<\/strong>it is capable of performing its obligations and granting any licenses, rights,\u00a0 and authorizations specified under this Agreement;\u00a0<\/p><p><strong>d.\u00a0<\/strong>the executing representative for each Party is duly authorized to represent\u00a0 each Party in this Agreement by all necessary business formalities and\u00a0 organizational actions; and\u00a0<\/p><p><strong>e.\u00a0<\/strong>this Agreement is legal, valid, binding on, and enforceable against each\u00a0 Party when fully and mutually executed and delivered.\u00a0<\/p><p><strong>18. LIMITED WARRANTY\u00a0<\/strong><\/p><p><strong>a.\u00a0<\/strong><strong>Warranty.\u00a0<\/strong>Licensor warrants to Licensee, for 90 calendar days from the\u00a0 Effective Date or for the Term, whichever is less, that\u00a0<\/p><p><strong>i.\u00a0<\/strong>the Licensed Software substantially conforms in all material respect\u00a0 to the Documentation specifications when it is installed, operated,\u00a0 and used as recommended in the Documentation and in accordance\u00a0 with this Agreement;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>all Maintenance Releases, when correctly and promptly installed in\u00a0 compliance with the Documentation and this Agreement, will not\u00a0 materially affect the Licensed Software\u2019s functionality; and\u00a0<\/p><p><strong>iii.\u00a0<\/strong>any storage media on which the Licensed Software may be provided\u00a0 will be free of substantial defect under normal use.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Conditions.\u00a0<\/strong>Licensor\u2019s aforementioned limited warranties are valid and\u00a0 apply only if Licensee complies with the following conditions:\u00a0<\/p><p><strong>i.\u00a0<\/strong>Licensee notifies Licensor in writing of any warranty breach during\u00a0 the limited warranty period.\u00a0<\/p><p><strong>ii.\u00a0<\/strong>Licensee promptly installs all Maintenance Releases that Licensor\u00a0 previously made available to Licensee in order of distribution.\u00a0<\/p><p><strong>iii.\u00a0<\/strong>Licensee is in compliance with and current on all terms and\u00a0 conditions of this Agreement, including the payment terms, as of the\u00a0 warranty breach notification date.\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>Exceptions.\u00a0<\/strong>Notwithstanding any provisions to the contrary, Licensor\u2019s\u00a0 aforementioned limited warranties are not valid and do not apply to\u00a0 problems arising out of or relating to\u00a0<\/p><p><strong>i.\u00a0<\/strong>any modification or damage to the Licensed Software or its storage\u00a0 media caused by the Licensee or its representatives;<\/p><p><strong>ii.\u00a0<\/strong>any Licensed Software operation or use not expressly specified and\u00a0 permitted in the Documentation or this Agreement, including\u00a0 incorporating the Licensed Software in or with any non-Licensor\u00a0 approved technology or service unless otherwise expressly\u00a0 permitted by Licensor in writing;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>Licensee\u2019s, its representatives\u2019, or any third party\u2019s negligence,\u00a0 abuse, misapplication, or misuse of the Licensed Software, including\u00a0 any use not expressly specified and permitted in the Documentation\u00a0 or otherwise expressly authorized by Licensor in writing;\u00a0<\/p><p><strong>iv.\u00a0<\/strong>Licensee\u2019s failure to promptly install the Maintenance Releases\u00a0 previously provided by Licensor in the order it was received;\u00a0<\/p><p><strong>v.\u00a0<\/strong>Licensee\u2019s or a third party\u2019s system or network;\u00a0<\/p><p><strong>vi.\u00a0<\/strong>any Open-Source Components, beta software, incomplete sample,\u00a0 demonstration or testing software, temporary software modules, or\u00a0 any software for which Licensor does not receive a license fee;\u00a0<\/p><p><strong>vii.\u00a0<\/strong>Licensee\u2019s breach of any material provision of this Agreement; or\u00a0<\/p><p><strong>viii.\u00a0<\/strong>any other causes or conditions outside the Licensor\u2019s reasonable\u00a0 control.\u00a0<\/p><p><strong>d.\u00a0<\/strong><strong>Remedy.\u00a0<\/strong>If Licensor breaches, or is alleged to have breached, any limited\u00a0 warranties herein, Licensor may, at its sole option and expense, take any\u00a0 of the following steps to appropriately remedy such breach:\u00a0<\/p><p><strong>i.\u00a0<\/strong>Repair the Licensed Software.\u00a0<\/p><p><strong>ii.\u00a0<\/strong>Amend, supplement, or replace any incomplete or inaccurate\u00a0 Documentation.\u00a0<\/p><p><strong>iii.\u00a0<\/strong>Replace the Licensed Software or Maintenance Releases with\u00a0 functionally equivalent software that, upon its replacement,\u00a0 constitutes the Licensed Software hereunder.\u00a0<\/p><p><strong>iv.\u00a0<\/strong>Replace any defective storage media on which the Licensor provided\u00a0 the Licensed Software.\u00a0<\/p><p><strong>v.\u00a0<\/strong>Terminate this Agreement and, provided that Licensee fully complies\u00a0 with its post-termination obligations, promptly prorate and refund\u00a0 Licensee any prepaid amount by Licensee for any period after the\u00a0 termination date.<\/p><p><strong>e.\u00a0<\/strong><strong>Sole Remedy.\u00a0<\/strong>Should Licensor fail to cure a warranty breach or terminate\u00a0 this Agreement within a reasonable time period after Licensor\u2019s receipt of\u00a0 Licensee\u2019s timely written notice of such breach, Licensee can terminate this\u00a0 Agreement as provided herein. THIS IS LICENSEE\u2019S SOLE REMEDY AND\u00a0 LICENSOR\u2019S ENTIRE OBLIGATION AND LIABILITY FOR ANY LIMITED\u00a0 WARRANTY BREACH UNDER THIS AGREEMENT.\u00a0<\/p><p><strong>f.\u00a0<\/strong><strong>Disclaimer of Warranties.\u00a0<\/strong>EXCEPT AS EXPRESSLY SET FORTH IN\u00a0 THIS AGREEMENT AND FOR THE EXPRESS LIMITED WARRANTIES\u00a0 HEREIN, ALL LICENSED SOFTWARE, DOCUMENTATION,\u00a0 MAINTENANCE RELEASE, PRODUCTS, INFORMATION, MATERIAL,\u00a0 AND SERVICES PROVIDED BY LICENSOR ARE PROVIDED \u201cAS IS,\u00a0 WHERE IS,\u201d WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY\u00a0 KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY,\u00a0 OR ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE\u00a0 PRACTICE. LICENSOR SPECIFICALLY AND EXPRESSLY DISCLAIMS\u00a0 ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A\u00a0 PARTICULAR PURPOSE, NON-INFRINGEMENT OF ANY\u00a0 INTELLECTUAL PROPERTY RIGHTS TO THIRD PARTIES, PATENT\u00a0 VALIDITY, OPERATION WITHOUT INTERRUPTION, ACHIEVEMENT OF\u00a0 LICENSEE\u2019S REQUIREMENTS OR INTENDED RESULTS, OR\u00a0 COMPATIBILITY WITH ANY OTHER GOODS, SERVICES,\u00a0 TECHNOLOGIES, OR MATERIALS EXCEPT AS EXPRESSLY SET\u00a0 FORTH IN THE DOCUMENTATION. FURTHERMORE, AND WITHOUT\u00a0 LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF\u00a0 ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION IS\u00a0 OR WILL BE SECURE, ACCURATE, COMPLETE, OR FREE OF\u00a0 HARMFUL CODE OR ERROR. ALL OPEN-SOURCE COMPONENTS\u00a0 AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED \u201cAS IS\u201d WITH\u00a0 ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ANY OPEN SOURCE COMPONENTS OR THIRD-PARTY REPRESENTATION OR\u00a0 WARRANTY IS STRICTLY LIMITED TO LICENSEE AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE\u00a0 COMPONENTS AND THIRD-PARTY MATERIALS AND UNRELATED TO\u00a0 LICENSOR.\u00a0<\/p><p><strong>19. INDEMNIFICATION\u00a0<\/strong><\/p><p><strong>a.\u00a0<\/strong><strong>Licensor Indemnification.\u00a0<\/strong>Licensor will indemnify, defend, and hold\u00a0 harmless Licensee, its officers, directors, employees, agents, affiliates, and\u00a0 other representatives from and against any and all losses incurred by\u00a0 Licensee arising from any third-party action, suit, or claim that alleges the\u00a0<\/p><p>Licensed Software, or any use of the Licensed Software in accordance with\u00a0 this Agreement, infringes any Intellectual Property Rights.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Licensor Indemnification Exceptions.\u00a0<\/strong>The foregoing Licensor\u00a0 indemnification does not apply to the extent that such actions or losses arise\u00a0 from any allegation of or relating to any\u00a0<\/p><p><strong>i.\u00a0<\/strong>patent, copyright, or trademarks issued on a patent, copyright, or\u00a0 trademark application published or granted after the Effective Date;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>unauthorized, unlicensed, and unpermitted modification of the\u00a0 Licensed Software without Licensor\u2019s express knowledge, written\u00a0 consent, and in direct contradiction to Licensor\u2019s Documentation\u00a0 specifications;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>unauthorized, unlicensed, and unpermitted use of the Licensed\u00a0 Software outside the purpose, scope, or manner authorized by this\u00a0 Agreement or in any manner contrary to Licensor\u2019s instructions;\u00a0<\/p><p><strong>iv.\u00a0<\/strong>Open-Source Components, other third-party materials, or any\u00a0 material outside of Licensor\u2019s exclusive control;\u00a0<\/p><p><strong>v.\u00a0<\/strong>failure to promptly install and implement any Maintenance Release\u00a0 or Licensed Software replacement in order received and made\u00a0 available to Licensee by Licensor;\u00a0<\/p><p><strong>vi.\u00a0<\/strong>Licensed Software use after Licensee\u2019s receipt of Licensor\u2019s written\u00a0 notice that such continued use may be alleged to or actually infringe\u00a0 upon, misappropriate, or otherwise violate a third party\u2019s rights;\u00a0<\/p><p><strong>vii.\u00a0<\/strong>Open-Source Components or other third-party materials;\u00a0<\/p><p><strong>viii.\u00a0<\/strong>negligence, abuse, misapplication, or misuse of the Licensed\u00a0 Software by or on behalf of Licensee, its representatives, or a third\u00a0 party; or\u00a0<\/p><p><strong>ix.\u00a0<\/strong>causes or conditions outside Licensor\u2019s commercially reasonable\u00a0 control, including, but not limited to, any third-party equipment error\u00a0 or Licensee\u2019s own system bugs, defects, or malfunctions; or\u00a0<\/p><p><strong>x.\u00a0<\/strong>actions or losses for which Licensee is obligated to indemnify\u00a0 Licensor pursuant to this Agreement.\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>Licensee Indemnification.\u00a0<\/strong>Licensee will indemnify, defend, and hold\u00a0 harmless Licensor and its officers, directors, employees, agents, affiliates,\u00a0 and other representatives from and against any and all losses incurred by\u00a0<\/p><p>Licensor due to any third-party actions, claims, or suits should such losses\u00a0 relate to any allegation\u00a0<\/p><p><strong>i.\u00a0<\/strong>that any rights, including Intellectual Property Rights, is or will be\u00a0 infringed, misappropriated, or otherwise violated by Licensee\u2019s\u00a0 unauthorized Licensed Software use in a manner inconsistent with the license grant in this Agreement and Documentation;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>of or relating to matters that would be deemed a Licensee breach of\u00a0 representation, obligation, covenant, or warranty under this\u00a0 Agreement if proven true;\u00a0<\/p><p><strong>iii.\u00a0<\/strong>of or relating to negligence, abuse, misapplication, misuse, or other\u00a0 culpable acts or omissions by or on behalf of Licensee or its\u00a0 representatives with respect to the Licensed Software or otherwise\u00a0 in connection with this Agreement; or\u00a0<\/p><p><strong>iv.\u00a0<\/strong>of or relating to the unauthorized, unlicensed, and unpermitted use\u00a0 of the Licensed Software or Documentation outside the purpose,\u00a0 scope, or manner authorized by this Agreement or in any manner\u00a0 contrary to Licensor\u2019s instructions.\u00a0<\/p><p><strong>d.\u00a0<\/strong><strong>Mitigation.\u00a0<\/strong>Should Licensor believe the Licensed Software, in whole or in\u00a0 part, may be claimed by any third party to be in violation of another\u2019s\u00a0 Intellectual Property Right, or if Licensee\u2019s use of the Licensed Software is\u00a0 enjoined or threatened to be enjoined, Licensor may mitigate the situation\u00a0 at its own option and expense by\u00a0<\/p><p><strong>i.\u00a0<\/strong>obtaining the right from the appropriate third party for Licensee to\u00a0 continue to use the Licensed Software materially as intended in and\u00a0 for the Term duration of this Agreement;\u00a0<\/p><p><strong>ii.\u00a0<\/strong>modifying or replacing the Licensed Software to the extent that it\u00a0 becomes non-infringing while still providing the materially equivalent\u00a0 features and functionalities of the original software, and such\u00a0 modification or replacement will constitute the Licensed Software\u00a0 thereunder; or\u00a0<\/p><p><strong>iii.\u00a0<\/strong>terminating this Agreement, in whole or in part, effective immediately\u00a0 upon written notice to Licensee and, provided that Licensee fully\u00a0 complies with its post-termination obligations, promptly prorate and\u00a0 refund Licensee any prepaid amount by Licensee for any period after\u00a0 the termination date.\u00a0<\/p><p><strong>e.\u00a0<\/strong><strong>Sole Remedy.\u00a0<\/strong>THIS SECTION CONSTITUTES LICENSEE\u2019S SOLE\u00a0 REMEDIES AND LICENSOR\u2019S SOLE OBLIGATIONS AND LIABILITIES\u00a0 FOR ANY CLAIMS OR ALLEGATIONS, WHETHER ACTUAL OR\u00a0 THREATENED, THAT THIS AGREEMENT, SOFTWARE,\u00a0 DOCUMENTATION, OR ANY SUBJECT MATTER HEREOF, INFRINGES,\u00a0 MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL\u00a0 PROPERTY RIGHTS OF ANY THIRD PARTY.\u00a0<\/p><p><strong>20. LIMITATION OF LIABILITY.\u00a0<\/strong>EXCEPT AS EXPRESSLY PROVIDED IN THIS\u00a0 AGREEMENT, UNDER NO CIRCUMSTANCE, INCLUDING WHERE PARTIES\u00a0 WERE ADVISED THAT LOSSES OR DAMAGES WERE POSSIBLE OR\u00a0 FORESEEABLE, WILL EITHER PARTY BE LIABLE UNDER OR IN\u00a0 CONNECTION WITH THIS AGREEMENT FOR ANY COST INCREASE;\u00a0 BUSINESS, PRODUCTION, REVENUES, OR PROFITS LOST; VALUE\u00a0 DIMINUTION; REPUTATIONAL LOSS; DAMAGED GOOD WILL; USE,\u00a0 INABILITY TO USE, DELAY, INTERRUPTION, LOSS, OR RECOVERY OF ANY\u00a0 LICENSED SOFTWARE, OPEN-SOURCE COMPONENTS, OR ANY THIRD PARTY MATERIALS; DATA OR SYSTEM SECURITY BREACH, CORRUPTION,\u00a0 DAMAGE OR RECOVERY; REPLACEMENT COST OF GOODS, SOFTWARE,\u00a0 OR SERVICES; OR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY,\u00a0 ENHANCED, OR PUNITIVE DAMAGES UNDER ANY LEGAL OR EQUITABLE\u00a0 THEORY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT,\u00a0 TORT, NEGLIGENCE, AND STRICT LIABILITY WHICH WILL IN NO EVENT\u00a0 EXCEED (IN THE AGGREGATE) THE FEES PAID BY LICENSEE TO\u00a0 LICENSOR ATTRIBUTABLE TO THE SPECIFIC PRODUCTS OR SERVICES\u00a0 GIVING RISE TO SUCH DAMAGES IN THE TWELVE (12) MONTHS\u00a0 PRECEDING THE EVENT GIVING RISE TO THE CLAIM.\u00a0<\/p><p><strong>21.\u00a0<\/strong><strong>EXPORT REGULATION.\u00a0<\/strong>Licensee acknowledges that the Licensed Software may\u00a0 be subject to applicable United States export Laws, including the United States\u00a0 Export Administration Act and its associated regulations. Licensee agrees to\u00a0 comply with provisions of such export Laws. Compliance may include, but is not\u00a0 limited to, obtaining any and all necessary export license or other governmental\u00a0 approval. Licensee shall not itself or permit any third party to directly or indirectly\u00a0 export, re-export, or release the Licensed Software, or use the Licensed Software,\u00a0 in any country prohibited or restricted under United States export Laws.\u00a0<\/p><p><strong>22.\u00a0<\/strong><strong>FORCE MAJEURE.\u00a0<\/strong>Neither Party will be liable to the other by reason of failure or\u00a0 delay in the performance of this Agreement if the failure arises out of any\u00a0 circumstance beyond such Party\u2019s reasonable control, including acts of God, flood, fire, natural disaster, war, terrorism, invasion, riot, civil unrest, embargos, national\u00a0 or regional emergency, strikes, labor disruptions, Law changes, or power or\u00a0 telecommunication interruptions or shortages. The Party failing or delaying in\u00a0 performance of this Agreement due to circumstances beyond their control must\u00a0 give prompt written notice to the other Party stating the estimated length of time\u00a0 the occurrence is expected to continue. Either Party may terminate this Agreement\u00a0 if such uncontrollable circumstance continues for longer than 30 days.\u00a0<\/p><p><strong>23. GENERAL PROVISIONS\u00a0<\/strong><\/p><p><strong>a.\u00a0<\/strong><strong>Relationship of the Parties.\u00a0<\/strong>Nothing contained in this Agreement shall be\u00a0 construed as creating any agency, partnership, or any other form of joint\u00a0 enterprise, employment, or fiduciary relationship between the Parties.\u00a0 Neither Party shall have the authority to bind the other in any manner.\u00a0<\/p><p><strong>b.\u00a0<\/strong><strong>Notices.\u00a0<\/strong>Notices will be deemed effectively given when received if delivered\u00a0 by hand; when received if sent by a nationally recognized courier with\u00a0 required signature upon receipt; when sent if delivered by email with\u00a0 transmission confirmation and sent during receiving party\u2019s normal business\u00a0 hours; and on the next business day if delivered by email with transmission\u00a0 confirmation and sent after normal business hours.\u00a0\u00a0<\/p><p>Any payment, notice, request, consent, claim demand, waiver, or other\u00a0 communication under this Agreement must be in writing and addressed to\u00a0 the Licensor follows:\u00a0<\/p><p>Kloudstage, LLC\u00a0<\/p><p>P O Box 2783, Cypress, TX 77410<\/p><p>Email:\u00a0<a href=\"mailto:account@kloustage.com\">account@kloustage.com<\/a>\u00a0<\/p><p><strong>c.\u00a0<\/strong><strong>Publicity.\u00a0<\/strong>Each Party agrees to seek express permission and written\u00a0 consent before using the other Party\u2019s trademarks, service marks, trade\u00a0 names, logo, domain names, or other indicia of source, association, or\u00a0 sponsorship for any purpose but specifically relating to publicity, marketing,\u00a0 or commercial materials.\u00a0<\/p><p><strong>d.\u00a0<\/strong><strong>Governing Law.\u00a0<\/strong>This Agreement is governed by and construed in\u00a0 accordance with the laws of the state of Texas without giving effect to any\u00a0 choice or conflict of law provisions or rules that would permit the application\u00a0 of the laws of any other jurisdiction.<\/p><p><strong>e.\u00a0<\/strong><strong>Arbitration.\u00a0<\/strong>Unless all Parties agree otherwise, Licensor and Licensee\u00a0 agree that any dispute, claim, or controversy arising out of or relating to this\u00a0 Agreement will be resolved through mandatory binding arbitration\u00a0 administered by the American Arbitration Association (AAA) in accordance\u00a0 with its Commercial Arbitration Rules, and the judgment of its arbitrator(s)\u00a0 may be entered by any court of competent jurisdiction. Licensor and\u00a0 Licensee further agree that the U.S. Federal Arbitration Act governs the\u00a0 interpretation and enforcement of this provision. EACH PARTY HEREBY\u00a0 IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ALL\u00a0 RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO BRING OR\u00a0 PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION IN ANY\u00a0 ACTION, PROCEEDING, OR COUNTER-CLAIM ARISING OUT OF OR\u00a0 RELATING TO THIS AGREEMENT. ALL CLAIMS AND DISPUTES\u00a0 ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED OR\u00a0 LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.\u00a0 ANY DISPUTE, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR\u00a0 RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN\u00a0 ONE YEAR AFTER THE CAUSE ACCRUES; OTHERWISE, SUCH\u00a0 CAUSE OF ACTION WILL BE PERMANENTLY BARRED. This provision\u00a0 will survive the termination of this Agreement.\u00a0<\/p><p><strong>f.\u00a0<\/strong><strong>Headings.\u00a0<\/strong>The section and subsection headings or captions in this\u00a0 Agreement are for reference only and do not affect the meaning or\u00a0 interpretation of this Agreement.\u00a0<\/p><p><strong>g.\u00a0<\/strong><strong>Further Assurances.\u00a0<\/strong>The Parties will cooperate with each other, execute\u00a0 and deliver such documents or instruments, and take all further actions as\u00a0 may be reasonably requested by the Parties from time to time in order to\u00a0 carry out, evidence, or confirm their rights or obligations or as may be\u00a0 reasonably necessary or helpful to give full effect to this Agreement.\u00a0<\/p><p><strong>h.\u00a0<\/strong><strong>Amendment and Modifications.\u00a0<\/strong>This Agreement may be supplemented,\u00a0 amended, or modified only by mutual and written agreement of all Parties.\u00a0 No amendment, modification, rescission, or termination is effective unless\u00a0 it is in writing and executed by all Parties or their authorized representatives.\u00a0<\/p><p><strong>i.\u00a0<\/strong><strong>Waiver.\u00a0<\/strong>No Party to this Agreement is deemed to have waived any of their\u00a0 rights, powers, remedies, or privileges under this Agreement unless such\u00a0 waiver is expressly set forth in writing and signed by the waiving Party.\u00a0 Except as otherwise set forth in this Agreement, the failure to exercise or\u00a0 enforce any rights, powers, remedies, or privileges under this Agreement\u00a0 will in no way be construed as a present or future waiver of such rights,\u00a0 powers, remedies, or privileges.<\/p><p><strong>j.\u00a0<\/strong><strong>Assignment.\u00a0<\/strong>Except as otherwise expressly permitted in this Agreement,\u00a0 Licensee may not, directly or indirectly, sell, assign, sublicense, lease, rent,\u00a0 distribute, or otherwise transfer the Licensed Software or any license rights\u00a0 and obligations under this Agreement, to any other person or entity without\u00a0 express written consent by Licensor.\u00a0<\/p><p><strong>k.\u00a0<\/strong><strong>No Third-Party Beneficiaries.\u00a0<\/strong>This Agreement is made and entered into\u00a0 for the sole benefit of the Parties. Nothing in this Agreement, express or\u00a0 implied, is intended to or shall confer on or create to any other person or\u00a0 entity any legal or equitable right, benefit, or remedy of any kind whatsoever\u00a0<\/p><p><strong>l.\u00a0<\/strong><strong>Severability.\u00a0<\/strong>If any provision of this Agreement or the application thereof is\u00a0 held to be invalid or unenforceable for any reason and to any extent, then\u00a0 that provision will be considered removed from this Agreement. However,\u00a0 the remaining provisions will continue to be valid and enforceable according\u00a0 to the intentions of all Parties and to the maximum extent permitted by Law.\u00a0 If it is held that any provision of this Agreement is invalid or unenforceable,\u00a0 but that by limiting such provision it would become valid and enforceable,\u00a0 then such provision will be deemed to be written, construed, and enforced\u00a0 as so limited.\u00a0<\/p><p><strong>m.\u00a0<\/strong><strong>Entire Agreement.\u00a0<\/strong>This Agreement, together with any other documents\u00a0 incorporated herein by reference, constitutes the sole, entire, and final\u00a0 agreement of the Parties with respect to the subject of this Software License\u00a0 Agreement. This Agreement supersedes all prior and contemporaneous\u00a0 understandings, representations, agreements, and warranties, whether\u00a0 written, oral, or implied. Should any inconsistency occur between\u00a0 statements made in the body of this Agreement, any related exhibits,\u00a0 schedules, attachments, and appendices, and any other documents\u00a0 incorporated herein by reference, the following order of precedence\u00a0 governs: (i) this Agreement, excluding any exhibits, schedules,\u00a0 attachments, appendices, or any other documents incorporated herein by\u00a0 reference; (ii) this Agreement\u2019s exhibits, schedules, attachments, and\u00a0 appendices, if any; and (iii) any other documents incorporated in this\u00a0 Agreement by reference.<\/p><div class=\"excerpt-wrap entry-summary\">\u00a0<\/div>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"<p>Terms and Conditions Terms and Conditions KloudStage Software License Agreement NOTE: PLEASE REVIEW THIS SOFTWARE LICENSE AGREEMENT CAREFULLY\u00a0 BECAUSE THIS IS A BINDING LEGAL CONTRACT BETWEEN YOU AND KLOUDSTAGE, LLC (\u201cAGREEMENT\u201d). THIS AGREEMENTS GOVERNS YOUR USE OF THE KLOUDSTAGE SOFTWARE (THE \u201cLICENSED SOFTWARE\u201d).\u00a0 BY USING THE LICENSED SOFTWARE, YOU ACCEPT THE TERMS OF THIS\u00a0 AGREEMENT &hellip;<\/p>\n<p class=\"read-more\"> <a class=\"\" href=\"https:\/\/www.swarojgar.org\/business\/terms-and-conditions\/\"> <span class=\"screen-reader-text\">Terms And Conditions<\/span> Read More &raquo;<\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"pg_page_styles":[],"site-sidebar-layout":"no-sidebar","site-content-layout":"page-builder","ast-site-content-layout":"full-width-container","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"disabled","ast-breadcrumbs-content":"","ast-featured-img":"disabled","footer-sml-layout":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"","footnotes":""},"class_list":["post-1029","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/pages\/1029","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/comments?post=1029"}],"version-history":[{"count":32,"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/pages\/1029\/revisions"}],"predecessor-version":[{"id":3384,"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/pages\/1029\/revisions\/3384"}],"wp:attachment":[{"href":"https:\/\/www.swarojgar.org\/business\/wp-json\/wp\/v2\/media?parent=1029"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}