Software Terms and Conditions

These terms and conditions ("Terms and Conditions") apply to the purchase of certain SaaS and/or Support Services (each as defined below) by the legal entity identified as "Customer" (herein "Licensee") under the applicable Order Form from SimplifiEd Solutions, LLC (herein "Licensor"). The agreement (the "Agreement") between the Licensor and the Licensee regarding the purchase and sale of Products described on the Order Form executed by the parties (the "Order Form") consists of and incorporates by reference: (i) these Terms and Conditions; (ii) the Order Form, and (iii) any attachments to the Order Form, all of which are hereby made a part of this Agreement as if fully set forth herein. Unless otherwise specifically agreed upon in writing by Licensor and Licensee, the Terms and Conditions apply to any SaaS and/or Support Services provided to Licensee by any affiliate or subsidiary of Licensor. In the event of a conflict, the following order of precedence applies: (a) the Order Form; (b) these Terms and Conditions; and (c) an attachment to the Order Form.

ARTICLE 1 DEFINITIONS.

1.1 "Authorized Users" means those employees, consultants, contractors, or members of Licensee, or certain other third parties to the extent expressly identified in the Order Form, who will be authorized by Licensee to have access to and/or use the Products on behalf of Licensee as set forth in the Order Form.

1.2 "Confidential Information" is defined in Article 6 below.

1.3 "Deliverable" means deliverables to be created, developed, and delivered by Licensor pursuant to the Order Form.

1.4 "Documentation" means the user guides, technical documentation, and Specifications for the SaaS that Licensor makes generally available to its customers, as updated from time to time.

1.5 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.

1.6 "Licensee Data" means information, in any form, format, or media, accessed or otherwise processed by Licensor in connection with performance of the Products, including, without limitation all Personal Data and Confidential Information, whether such information is that of Licensee or any Authorized User.

1.7 "Licensee Solutions" means the artificial intelligence-enabled, no-code, low-code, or other technology solutions, tools, applications, integrations, or systems that Licensee or its Authorized Users request, evaluate, review, approve, document, develop, deploy, govern, or manage using the Products. Licensee Solutions are not part of the Products and are not provided, developed, hosted, or supported by Licensor.

1.8 "Order Form" means the form of "order" or "quote" describing a specific set of Products to be purchased by Licensee, and executed by authorized representatives of each party. References to the Order Form include any attachments or exhibits to the Order Form, except where these Terms and Conditions specifically address attachments separately.

1.9 "Personal Data" means all data which is defined as "Personal Data," "Personal Information," or similar terms under applicable privacy laws and which is provided by Licensee to Licensor to process on behalf of Licensee.

1.10 "Products" means the SaaS and the Documentation.

1.11 "SaaS" means the hosted, web-based software application or applications that Licensor makes available to Licensee on a subscription basis, as identified on an Order Form.

1.12 "Specifications" means such technical and functional specifications for the SaaS as are included or referenced in the Order Form or the Documentation.

ARTICLE 2 PAYMENT AND FEES.

2.1 Description of Products. The Products being purchased by Licensee from Licensor are described in the Order Form.

2.2 Fees. Licensee will pay Licensor the fees and charges ("Fees") set forth in, and in accordance with, the Order Form. Fees are non-cancelable and non-refundable.

2.3 Payment Term. Any payment not received from Licensee by the payment due date will accrue simple interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, without limiting its other rights or liabilities, if any undisputed amount is owing by Licensee, Licensor may, upon prior written notice: (a) terminate the Order Form; or (b) suspend the applicable Products until all undisputed overdue amounts are paid in full. Notwithstanding the foregoing, payment subject to a good faith dispute pursuant to Article 2.4 will not incur late charges.

2.4 Disputed Payments. Licensee may dispute part or the entirety of an invoice by: (a) providing written notice to Licensor of such dispute within ten days of invoice receipt; (b) providing a reasonably detailed description of the dispute, at least sufficient to allow Licensor to analyze the dispute, as part of the written notice; (c) only submitting such dispute in good faith; (d) paying all undisputed amounts when due; and (e) paying all disputed amounts promptly after resolution of such dispute.

2.5 Taxes. All Fees are exclusive of any sales or use taxes, value added tax, goods, or services tax, or any and all similar taxes or legally imposed fees, duties or contributions based on such amounts payable, all of which shall be the sole responsibility of Licensee whether due now or subsequently imposed by any jurisdiction. Licensee is not responsible for any taxes based upon the net income of Licensor or its employees unless agreed to elsewhere in the Terms and Conditions or the Order Form.

2.6 Withholding Tax. Licensor may withhold any taxes that are required by applicable law to be withheld from the sale of the Products provided under the Agreement.

ARTICLE 3 INTELLECTUAL PROPERTY.

3.1 Reservation of Rights. Licensor retains all Intellectual Property Rights in Licensor's Confidential Information and in the Products, including without limitation, all corrections, modifications, and other derivative works to the Products. All Intellectual Property Rights in any work arising from or created, produced, or developed by Licensor, whether alone or jointly with others, under or in the course of the Agreement, will immediately upon creation or performance vest absolutely in and will be and remain the property of Licensor, and Licensee will not acquire any right, title, or interest in or to it.

3.2 Licensee Rights. Licensee is and will remain the exclusive owner of all right, title, and interest in and to Licensee's Confidential Information, including, without limitation, any Intellectual Property Rights relating thereto. As between Licensor and Licensee, Licensor will not acquire any rights in Licensee's Confidential Information except for those limited rights expressly specified in the Agreement, including, without limitation, the right to access Authorized User accounts and Licensee's Confidential Information to deliver Products, respond to technical problems, and as otherwise contemplated by the Agreement, provided, Licensee acknowledges and agrees that Licensor may collect, compile, and use anonymized and aggregated data derived from Licensee's use of the Products (“Aggregate Data”) for Licensor's legitimate business purposes, including but not limited to: internal research and development, benchmarking, analytics, improving or enhancing its products and services, and developing new products and services.

3.3 Licensee Solutions.

(a) Ownership. As between the parties, Licensee exclusively owns all right, title, and interest in and to Licensee Solutions and to all records, assessments, approvals, policies, workflow configurations, and other content Licensee or its Authorized Users create or upload within the Products. Licensor acquires no ownership rights in Licensee Solutions and shall not claim, assert, or exercise any ownership interest therein.

(b) No Review, Validation, or Approval by Licensor. The Products provide a framework for governing, reviewing, approving, documenting, and managing Licensee Solutions. Licensor does not design, develop, review, validate, test, certify, approve, host, or support Licensee Solutions and is not responsible for their functionality, security, accuracy, lawfulness, accessibility, or fitness for any purpose. All decisions to request, permit, restrict, approve, deny, deploy, continue, or discontinue any Licensee Solution are made solely by Licensee.

(c) Third-Party Terms. Licensee is solely responsible for identifying and complying with the terms of service, license terms, acceptable use policies, and data processing obligations of any third-party artificial intelligence model provider, no-code or low-code development platform, hosting provider, or other third-party service used in connection with any Licensee Solution, whether or not such third party is referenced, catalogued, or documented within the Products.

3.4 Licensee Input. Licensee hereby grants to Licensor a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, license to use or incorporate into the Products any suggestions, enhancements, requests, recommendations, or other feedback provided by Licensee.

3.5 Marks. Except as otherwise set forth in these Terms and Conditions, nothing contained herein shall grant to either party any right, title, or interest in the other party's marks, including without limitation such party's trademarks and service marks.

ARTICLE 4 USE RIGHTS.

4.1 Grant of Access. Subject to the terms of the Agreement and payment of applicable Fees, Licensor hereby grants to Licensee a non-exclusive, non-transferable right to access and use the SaaS for its internal business purposes only, during the term of the Order Form, and subject to any user, volume, site, or other limits set forth in the Order Form.

4.2 Restrictions. Licensee will not, and will not permit any third party to: (a) sell, lease, assign, sublicense, distribute, or otherwise transfer or make the Products available to any third party, or use the Products in any service bureau, time-sharing, or hosting arrangement; (b) copy, modify, translate, or create derivative works of the Products; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure of the SaaS, except to the extent such restriction is prohibited by applicable law; (d) use any automated means to scrape, extract, or harvest data from the SaaS other than through functionality Licensor makes generally available; (e) circumvent or attempt to circumvent any usage limits, access controls, or security measures; (f) use the Products to develop a competing product or service; or (g) introduce any malicious code into the SaaS or use the Products in any manner that interferes with their operation or the use of the Products by any other customer.

4.3 Authorized Users. Licensee is responsible for: (a) all activity occurring under its and its Authorized Users' accounts; (b) maintaining the confidentiality and security of all account credentials; (c) ensuring that Authorized Users comply with the terms of the Agreement, and Licensee will be liable for the acts and omissions of its Authorized Users as if they were Licensee's own; and (d) promptly notifying Licensor of any unauthorized access to or use of the Products of which Licensee becomes aware.

4.4 Updates. In connection with the limited rights granted under the Agreement, Licensor may from time to time provide updates, upgrades, new releases, replacements, modifications and/or patches or fixes to the SaaS that Licensor, in its discretion, deems necessary or appropriate, on the condition that such changes do not materially decrease the functionality or features of the SaaS. Any such update, upgrade, release, replacement, modification, patch or fix will be considered part of the Products and subject to these Terms and Conditions (unless these Terms and Conditions are superseded by a further agreement accompanying such update, upgrade, release, replacement, modification, patch or fix).

ARTICLE 5 SAAS PROVISIONING AND AVAILABILITY.

5.1 Provisioning. Licensor will make the SaaS available to Licensee in accordance with the Order Form and these Terms and Conditions.

5.2 Availability. Licensor will use commercially reasonable efforts to make the SaaS available on a twenty-four hour, seven day per week basis, except for: (a) scheduled maintenance; (b) emergency maintenance; (c) any Force Majeure event; and (d) any unavailability caused by factors outside of Licensor's reasonable control, including Licensee's network, equipment, or third-party services, or any Licensee Solution.

5.3 Maintenance. Licensor will use commercially reasonable efforts to provide advance notice of scheduled maintenance and to perform such maintenance outside of normal business hours where practicable.

5.4 Suspension. Licensor may temporarily suspend access to the SaaS, in whole or in part, where Licensor reasonably determines that suspension is necessary to address a material security threat, prevent material harm to the SaaS or other customers, or comply with applicable law. Licensor will notify Licensee as promptly as reasonably practicable and will restore access as soon as the condition giving rise to the suspension is resolved.

ARTICLE 6 CONFIDENTIALITY.

6.1 Definition. For purposes of these Terms and Conditions, "Confidential Information" refers to the following items one party (the "Discloser") discloses to the other party (the "Recipient") under these Terms and Conditions: (a) the terms and conditions of these Terms and Conditions and the Order Form; (b) information relating to a party's business, customers, financial condition, or operations; (c) a party's information technology systems, documents and intellectual property; (d) any other information, whether in a tangible medium or oral and marked or clearly identified by a party as confidential or proprietary at the time of disclosure; and (e) any other nonpublic, sensitive information, including Personal Data.

6.2 Exceptions. Confidential Information does not include information that: (a) is known to the Recipient prior to its first receipt of such information from the Discloser; (b) is or becomes generally known to the public other than as a result of an unauthorized disclosure by Recipient; (c) is independently developed by the Recipient without access to or use of the Confidential Information; or (d) is approved for release by the Discloser.

6.3 Nondisclosure. Recipient will not use Confidential Information for any purpose other than pursuant to these Terms and Conditions. Recipient: (a) will not disclose Confidential Information to any third party, except employees, contractors and service providers of Recipient who reasonably need access for such purpose and are subject to a nondisclosure agreement with Recipient with terms no less restrictive than those of these Terms and Conditions; and (b) will not disclose Confidential Information to any other third party without Discloser's prior written consent. Without limiting the generality of the foregoing, Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient's attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient will give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser's expense.

6.4 Retention of Rights. These Terms and Conditions do not transfer ownership of Confidential Information or grant a license thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.

6.5 Return of Confidential Information. Upon request at the termination of these Terms and Conditions, Recipient will return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.

ARTICLE 7 DATA SECURITY.

7.1 Data Security. Licensor agrees that it will maintain commercially reasonable technical and organizational measures intended to comply with all applicable laws and regulations, including without limitation all applicable laws and regulations relating to privacy, security, and with respect to the use, processing, handling, security, storage, and disclosure of Personal Data under these Terms and Conditions. Upon reasonable written request by Licensee, Licensor shall make available to Licensee its Privacy Policies.

7.2 Security Incident. In the event of unauthorized disclosure of Personal Data in Licensor's possession resulting from a security incident, Licensor shall, after Licensor first becomes aware of such occurrence: (a) promptly notify Licensee of the incident; and (b) reasonably cooperate with Licensee to investigate the incident.

7.3 Scope of Data; No Student Records. The Products are designed for use by Licensee’s administrators, staff, and other Authorized Users and are not intended to collect, store, or process education records or Personal Data of students. Licensee will not upload, input, or otherwise transmit student education records or student Personal Data into the Products. If Licensee does so notwithstanding this restriction, Licensee does so at its own risk and remains solely responsible for compliance with the Family Educational Rights and Privacy Act (20 U.S.C. § 1232g), the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506), and all other applicable student privacy laws with respect to such data.

7.4 Subprocessors. Licensor may engage subprocessors (for example, cloud hosting providers) to process Licensee Data and/or provide the Products, provided that such subprocessors are bound by obligations no less protective than those set forth in these Terms and Conditions.

ARTICLE 8 REPRESENTATIONS & WARRANTIES.

8.1 Right to Contract & Disclose. Each party represents and warrants that (a) it has the legal power to enter into these Terms and Conditions; (b) it has all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; and (c) it is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability or the ability of the other party to perform fully its respective obligations hereunder.

8.2 Compliance with Laws. Each party will comply with all international, federal, state, and local laws and government rules and regulations, as applicable to its performance under these Terms and Conditions.

(a) Governance Decisions Are Licensee’s. Licensee acknowledges and agrees that the Products are a workflow, documentation, and recordkeeping tool and do not constitute legal, regulatory, compliance, privacy, security, accessibility, procurement, or other professional advice. Licensor does not warrant that use of the Products will result in, demonstrate, or maintain compliance with any law, regulation, policy, framework, or standard, including those governing artificial intelligence, data privacy, accessibility, or technology procurement. Licensee is solely responsible for determining the requirements applicable to it and for all governance, review, and approval decisions made using the Products.

(b) Student Privacy. The obligations of the parties with respect to student data are as set forth in Article 7.3.

8.3 SaaS Warranty. Licensor warrants that the SaaS will perform substantially in accordance with the Specifications during the term of the Order Form. If Licensee believes there has been a breach of this warranty it must notify Licensor in writing within 30 days of discovery, describing the issue in sufficient detail. In the event of breach of the warranty in this Article 8.3, Licensee's sole remedy shall be, at Licensor's discretion: (a) Licensor shall repair or correct the SaaS; (b) replace the affected functionality with functionality of substantially similar capability; or (c) terminate the Order Form and refund to Licensee any prepaid Fees attributable to the remaining unused portion of the then-current term for the Products not in compliance with this warranty.

8.4 Disclaimer. The warranties provided in this Article do not apply if the failure to meet the applicable warranty for the Products is caused (i) by malfunction of non-Licensor hardware or software, (ii) by modification of the Products not made by Licensor, (iii) by operator error, (iv) by use of the Products that is not in accordance with any Licensor Documentation, or (v) by any Licensee Solution or by any third-party artificial intelligence model, platform, or service. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED HEREIN, ALL PRODUCTS ARE PROVIDED "AS-IS," AND LICENSOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE USE OF ANY PRODUCT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; (F) PRODUCTS (OR ANY SERVER(S) THAT MAKE THE SERVICES AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (G) ANY OUTPUT GENERATED BY ARTIFICIAL INTELLIGENCE FEATURES WITHIN THE PRODUCTS WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. LICENSEE IS SOLELY RESPONSIBLE FOR HUMAN REVIEW AND VERIFICATION OF ANY SUCH OUTPUT PRIOR TO RELIANCE UPON IT.

ARTICLE 9 INDEMNIFICATION.

9.1 Licensee Indemnification. Licensee will defend and indemnify Licensor and its affiliates, trustees, directors, officers, and employees against any third-party claim, suit, or proceeding arising out of or related to: (a) Licensee's use of the Products in violation of any local, state, federal or foreign law applicable to Licensee's use of the Products or in a way that damages a third party; (b) any Licensee Confidential Information infringing Intellectual Property Rights of any third party; (c) the gross negligence or intentional misconduct of Licensee or its employees or agents; (d) any material breach of any of the representations, warranties or covenants contained herein by Licensee; or (e) any Licensee Solution, including any claim arising out of the development, approval, deployment, operation, or use thereof.

9.2 Licensor Indemnification. Licensor will defend and indemnify Licensee and its affiliates, trustees, directors, officers, and employees against any third-party claim, suit, or proceeding arising out of or related to: (a) any Licensor Confidential Information infringing Intellectual Property Rights of any third party; (b) the gross negligence or intentional misconduct of Licensor or its employees or agents; (c) any material breach of any of the representations, warranties or covenants contained herein by Licensor; or (d) any allegation that any portion of the Products infringes, misappropriates or violates any intellectual property right of any person or entity, provided that in the event of a claim for infringement, Licensor may, at its sole option and expense: (i) procure for Licensee the right to continue using the Products under the terms of the Agreement or (ii) replace or modify the Products to be non-infringing.

9.3 The obligation to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) allowing the indemnifying party to control the defense and settlement of such claim, provided however that the indemnifying party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or imposes any restrictions or obligations on an indemnified party without that indemnified party's prior written consent which will not be unreasonably withheld, and (iii) cooperating fully with the indemnifying party in connection with such defense and settlement.

ARTICLE 10 LIMITATION OF LIABILITY.

EXCEPT FOR (A) THIRD PARTY CLAIMS COVERED BY THE INDEMNIFICATION OBLIGATIONS, (B) A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, OR (C) NONPAYMENT OF FEES DUE AND PAYABLE BY LICENSEE UNDER THESE TERMS AND CONDITIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THE AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID BY THE LICENSEE TO LICENSOR UNDER THE ORDER FORM DURING THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 11 TERM AND TERMINATION.

11.1 Term. The terms and conditions of the Agreement will continue in full force and effect to the extent necessary to give effect to the Order Form.

11.2 Termination for Breach. In the event of any material breach, the non-breaching party may terminate the Order Form by giving 30 days prior written notice to the other party; provided, however, the Order Form will not terminate if the other party has cured the breach prior to the expiration of such 30 day period, or prior to the expiration of 5 days if the breach is Licensee's failure to pay Fees when due.

11.3 Termination for Insolvency. Either party may terminate the Agreement for cause by providing written notice, without opportunity to cure, in the event that: (a) the other party fails to function as a going concern; (b) a receiver, trustee, or other custodian for the other party or its assets is appointed, applied for, or consented to; (c) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course; (d) the other party makes an assignment for the benefit of creditors; (e) the other party is liquidated or dissolved; or (f) any proceedings are commenced by or against the other party under any bankruptcy, insolvency, or debtor's relief law and not dismissed within 60 days.

11.4 Effect of Termination; Return of Licensee Data. Upon expiration or termination of the Order Form, all rights of access to the SaaS granted to Licensee will immediately cease. For a period of 30 days following such expiration or termination, Licensor will, upon written request from Licensee, make Licensee Data available for export in a commercially reasonable format, subject to the technical capabilities of the Products. Following such 30 day period, Licensor may delete Licensee Data in the ordinary course of business, except to the extent retention is required by applicable law.

11.5 Survival. Provisions concerning the parties' rights and obligations that by the content of the provision operate after termination or are necessary to enforce any right will survive termination of the Order Form.

ARTICLE 12 GENERAL TERMS.

12.1 Force Majeure. Neither party shall be deemed in breach of these Terms and Conditions to the extent that performance of their obligations (other than Licensee's payment obligations) or attempts to cure any breach are delayed or prevented by reason of any Force Majeure event, regardless of whether such event was foreseeable. “Force Majeure” events shall include: acts of God, fire, natural disaster, outbreak, epidemic, public health emergency, accident, act of government, shortages of materials or supplies, and any and all events beyond the reasonable control of such party, provided that such party gives the other party written notice thereof promptly and, in any event, within 15 days of discovery thereof and uses its best efforts to cure the delay. In the event of such Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure.

12.2 Equitable Remedies. Each party acknowledges that a party's actual or threatened breach of its confidentiality obligations would likely cause irreparable harm to the non-breaching party that could not be fully remedied by monetary damages. Each party, therefore, agrees that the non-breaching party may seek such injunctive relief or other equitable relief as may be necessary or appropriate to prevent such actual or threatened breach without the necessity of proving actual damages. Each party waives the requirement to post a bond in the event of such actual or threatened breach.

12.3 Waiver. Neither party will be deemed to have waived any of its rights under these Terms and Conditions by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of these Terms and Conditions will constitute a waiver of any other breach of these Terms and Conditions.

12.4 Notices. Notices shall be addressed to that party at its address as set out in the Order Form (or to other such address as notified to the other party in writing in accordance with these Terms and Conditions). Wherever one party is required or permitted to give notice to the other pursuant to these Terms and Conditions, such notice shall be deemed given when emailed, delivered in hand, when mailed by registered or certified mail, return receipt requested, postage prepaid, or when sent by a third-party courier service where receipt is verified by the receiving party's acknowledgment.

12.5 Interpretation. These Terms and Conditions will be construed as a whole according to the fair meaning of its language and, regardless of who is responsible for its original drafting, will not be construed for or against either party.

12.6 Severability. If a court of competent jurisdiction rules that a provision of these Terms and Conditions is unenforceable, such provision will be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of these Terms and Conditions will continue in full force and effect.

12.7 Independent Contractors. Nothing contained herein or done in pursuance of these Terms and Conditions shall constitute either party the agent, partner, or joint venture of the other for any purpose or in any sense whatsoever.

12.8 Section Titles. Section titles or references used in these Terms and Conditions shall be without substantive meaning or content of any kind and are not a part of the agreements among the Parties evidenced hereby.

12.9 Governing Law and Venue. These Terms and Conditions and all matters arising out of or relating to the Agreement will be governed by, and construed and enforced in accordance with, the laws of the state in which the Licensee is located, without regard to its principles of conflicts of laws.

12.10 Legal Fees. In the event that either party commences legal action to enforce the terms of this Agreement, the prevailing party in such legal action shall be entitled to recover from the non-prevailing party, reasonable attorney's fees and costs, in addition to any monetary damages hereunder. The prevailing party shall be deemed to be the party that obtains the most relief or other result(s) sought by such party in the legal action.

12.11 Assignment. Licensee may not assign its rights or delegate its obligations under these Terms and Conditions without the prior written consent of Licensor except that Licensee may assign any right or obligation set forth in the Agreement to a successor entity in the event of a merger, consolidation or sale of Licensee's entire business or all or substantially all of Licensee's stock or assets, provided the assignee agrees in writing to assume all of Licensee's rights and obligations under these Terms and Conditions. Any attempted assignment in violation hereof shall be void and of no force or effect. Licensor may assign its rights and delegate its duties hereunder at any time without the consent of Licensee.

12.12 Entire Agreement. These Terms and Conditions together with the Order Form (including any attachments to the Order Form) constitute the complete agreement between the parties and supersedes all prior, conflicting agreements or representations, written or oral, concerning the subject matter of these Terms and Conditions and any attachments.