TERMS OF SALE<\/p>\n\n\n\n
AND SOFTWARE LICENSE AGREEMENT<\/p>\n\n\n\n
These Terms of Sale and Software License Agreement (\u201cTerms of Sale\u201d) are entered into by and<\/p>\n\n\n\n
between the STUDIO SOS entity described in the following paragraphs (\u201cSTUDIO SOS\u201d) and you (\u201cCustomer\u201d), for Products and Services, unless STUDIO SOS and Customer enter into or have entered into another agreement (including but not limited to a written, click-wrap, click-and-accept or electronic agreement) regarding the purchase and license of the specific STUDIO SOS Products or Services being purchased and such agreement is in effect at the time the applicable Purchase Order is received by STUDIO SOS (\u201cExisting Agreement\u201d), in which case the terms and conditions of such Existing Agreement shall govern the purchase and license of those STUDIO SOS Products or Services.<\/p>\n\n\n\n
The following exhibits are incorporated into these Terms of Sale:<\/p>\n\n\n\n
Exhibit A: End User License Agreement<\/p>\n\n\n\n
1.0 DEFINITIONS<\/p>\n\n\n\n
1.1 Affiliate means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with STUDIO SOS or<\/p>\n\n\n\n
Customer.<\/p>\n\n\n\n
1.2 STUDIOSOS.biz is STUDIO SOS\u2019s suite of on-line services and information at<\/p>\n\n\n\n
http:\/\/www.STUDIO SOS.biz.<\/p>\n\n\n\n
1.3 STUDIO SOS Branded means a Product or a Service bearing a trademark or service mark<\/p>\n\n\n\n
of STUDIO SOS LLc. or any STUDIO SOS Affiliate.<\/p>\n\n\n\n
1.4 Documentation is user manuals, training materials, Product descriptions and specifications, technical manuals, license agreements, supporting materials and other information relating to Products or Services offered by STUDIO SOS, whether distributed in print, electronic, CD-ROM or video format.<\/p>\n\n\n\n
1.5 Effective Date is the date these Terms of Sale are electronically accepted, clickaccepted or, if signed in hard copy by Customer, the date of last signature, or in the absence of any of the forgoing, these Terms of Sale shall be effective from the date an order is placed by Customer.<\/p>\n\n\n\n
1.6 Hardware is the tangible STUDIO SOS product acquired by Customer from STUDIO SOS and<\/p>\n\n\n\n
listed on the Price List. Hardware does not include any tangible product listed on the Price List in the name of a third party.<\/p>\n\n\n\n
1.7 Network Services are any services offered by Customer, as Customer\u2019s primary business model, which services may include the following: access to the Internet, data and voice transmission and any other communications service furnished by Customer by means of Customer\u2019s communications network.<\/p>\n\n\n\n
1.8 Price List is the price list(s) published at STUDIO SOS.biz applicable to the relevant<\/p>\n\n\n\n
STUDIO SOS entity to which each Purchase Order is issued by Customer.<\/p>\n\n\n\n
1.9 Products are, individually or collectively as appropriate, Hardware, Software and Documentation listed on the then-current Price List.<\/p>\n\n\n\n
1.10 Purchase Order is an order issued by Customer to STUDIO SOS for Products or Services<\/p>\n\n\n\n
to be purchased, licensed or provided under these Terms of Sale.<\/p>\n\n\n\n
1.11 Services are any maintenance, technical support, or any other services performed<\/p>\n\n\n\n
or to be performed by STUDIO SOS, provided that \u201cServices\u201d does not include those<\/p>\n\n\n\n
services for which STUDIO SOS requires a separate statement of work to be executed<\/p>\n\n\n\n
between the parties.<\/p>\n\n\n\n
1.12 Software is the machine readable (object code) version of the computer programs<\/p>\n\n\n\n
listed from time to time on the Price List or provided with the Hardware and made<\/p>\n\n\n\n
available by STUDIO SOS for license to Customer including firmware, and any copies<\/p>\n\n\n\n
made, bug fixes for, updates to, or upgrades thereof. Software does not include<\/p>\n\n\n\n
any computer programs listed on the Price List in the name of a third party.<\/p>\n\n\n\n
1.13 Territory is any country(ies) in which Customer has been granted STUDIO SOS resale<\/p>\n\n\n\n
certifications, or in the absence of any such certifications, the country in which<\/p>\n\n\n\n
Customer\u2019s principal place of business is located.<\/p>\n\n\n\n
2.0 SCOPE<\/p>\n\n\n\n
2.1 These Terms of Sale set forth the terms and conditions for Customer\u2019s purchase of<\/p>\n\n\n\n
Products and Services solely for use in the Territory and solely for (i) Customer\u2019s<\/p>\n\n\n\n
internal business use, (ii) providing Network Services if Customer\u2019s primary<\/p>\n\n\n\n
business is Network Services, or (iii) resale only if and where Customer has been<\/p>\n\n\n\n
granted appropriate reseller certifications or distribution rights by STUDIO SOS for the<\/p>\n\n\n\n
specific Products or Services to be resold\/distributed. Customer shall not resell to,<\/p>\n\n\n\n
make available for use by, or otherwise transfer title to any Product to, any end user<\/p>\n\n\n\n
or other third party, including any reseller, without such reseller certifications or<\/p>\n\n\n\n
distribution rights.<\/p>\n\n\n\n
2.2 Customer is not authorized by these Terms of Sale to resell Products to any United<\/p>\n\n\n\n
States Federal, state, or local entity.<\/p>\n\n\n\n
3.0 PRICES<\/p>\n\n\n\n
3.1 Prices for Products and Services shall be those specified in STUDIO SOS\u2019s then current<\/p>\n\n\n\n
Price List, less any applicable discount at the time of acceptance of the Purchase<\/p>\n\n\n\n
Order by STUDIO SOS, or in accordance with an applicable, valid written price quotation, if<\/p>\n\n\n\n
any, submitted by STUDIO SOS to Customer for such Products or Services.<\/p>\n\n\n\n
3.2 All prices are exclusive of any freight, handling and shipping insurance charges,<\/p>\n\n\n\n
taxes, fees and duties or other similar amounts, however designated, including<\/p>\n\n\n\n
without limitation value added, sales and withholding taxes which are levied or<\/p>\n\n\n\n
based upon the prices, charges or upon these Terms of Sale. Customer shall pay<\/p>\n\n\n\n
any taxes related to Products and Services provided pursuant to these Terms of<\/p>\n\n\n\n
Sale (except for taxes based on STUDIO SOS\u2019s revenue income) or shall present an<\/p>\n\n\n\n
exemption certificate acceptable to all relevant taxing authorities. Applicable taxes<\/p>\n\n\n\n
shall, to the extent practical, be billed as a separate item on the invoice.<\/p>\n\n\n\n
4.0 ORDERS<\/p>\n\n\n\n
4.1 Customer shall purchase or license Products or Services by issuing a Purchase<\/p>\n\n\n\n
Order, signed, if requested by STUDIO SOS, or (in the case of electronic transmission) sent<\/p>\n\n\n\n
by its authorized representative, indicating specific Products and Services, STUDIO SOS<\/p>\n\n\n\n
Product numbers, quantity, unit price, total purchase price, shipping instructions,<\/p>\n\n\n\n
requested shipping dates, bill-to and ship-to addresses, tax exempt certifications, if<\/p>\n\n\n\n
applicable, contract reference, and identity of the end user for each Product and<\/p>\n\n\n\n
Service. No contingency contained on any Purchase Order shall be binding upon<\/p>\n\n\n\n
STUDIO SOS. The terms of these Terms of Sale shall apply, regardless of any additional<\/p>\n\n\n\n
or conflicting terms on any Purchase Order or other correspondence or<\/p>\n\n\n\n
documentation submitted by Customer to STUDIO SOS, and any such additional or<\/p>\n\n\n\n
conflicting terms are deemed rejected by STUDIO SOS.<\/p>\n\n\n\n
4.2 STUDIO SOS shall use commercially reasonable efforts to provide order acknowledgement<\/p>\n\n\n\n
information within three (3) business days for all Purchase Orders placed on<\/p>\n\n\n\n
STUDIO SOS.biz or within ten (10) business days of receipt for Purchase Orders placed<\/p>\n\n\n\n
by any other method. Upon and subject to credit approval by STUDIO SOS following<\/p>\n\n\n\n
STUDIO SOS\u2019s receipt of any Purchase Order, STUDIO SOS Customer Service will review and<\/p>\n\n\n\n
accept or decline any or all Purchase Orders for the STUDIO SOS entity that will supply the<\/p>\n\n\n\n
Products or Services, and no other person is authorized to accept Purchase Orders<\/p>\n\n\n\n
on behalf of STUDIO SOS. STUDIO SOS Customer Service may accept a Purchase Order even if<\/p>\n\n\n\n
some of the information required by Section 4.1 above is missing or incomplete.<\/p>\n\n\n\n
4.3 Customer may defer Product shipment for up to thirty (30) days from the original<\/p>\n\n\n\n
shipping date scheduled by STUDIO SOS, provided written or electronic notice (issued, in<\/p>\n\n\n\n
either case, by an authorized representative of Customer) is received by STUDIO SOS at<\/p>\n\n\n\n
least ten (10) days before the originally scheduled shipping date. Cancelled<\/p>\n\n\n\n
Purchase Orders, rescheduled shipments or Product configuration changes<\/p>\n\n\n\n
requested by Customer less than ten (10) days before the original scheduled<\/p>\n\n\n\n
shipping date shall be subject to (a) acceptance by STUDIO SOS, and (b) a charge of<\/p>\n\n\n\n
fifteen percent (15%) of the total invoice amount relating to the affected Products.<\/p>\n\n\n\n
STUDIO SOS reserves the right to reschedule shipment in cases of configuration changes<\/p>\n\n\n\n
requested by Customer within ten (10) days of scheduled shipment. No<\/p>\n\n\n\n
cancellation shall be accepted by STUDIO SOS where Products are purchased with<\/p>\n\n\n\n
implementation services, including design, customization or installation services,<\/p>\n\n\n\n
except as may be set forth in the agreement or statement of work under which the<\/p>\n\n\n\n
services are to be rendered.<\/p>\n\n\n\n
5.0 SHIPPING AND DELIVERY<\/p>\n\n\n\n
5.1 Scheduled shipping dates will be assigned by STUDIO SOS as close as practicable to<\/p>\n\n\n\n
Customer\u2019s requested date based on STUDIO SOS\u2019s then-current lead times for the<\/p>\n\n\n\n
Products. STUDIO SOS will communicate scheduled shipping dates in the order<\/p>\n\n\n\n
acknowledgement or on STUDIO SOS.biz. Unless given written instruction by Customer,<\/p>\n\n\n\n
STUDIO SOS shall select the carrier.<\/p>\n\n\n\n
5.2 Shipping options available as well as applicable shipment terms (per Incoterms<\/p>\n\n\n\n
2010) are set forth in the Shipping Terms. The selected shipping option<\/p>\n\n\n\n
shall be indicated on the Purchase Order. Where applicable, Customer shall pay<\/p>\n\n\n\n
the shipping and handling charges in addition to the purchase price for the<\/p>\n\n\n\n
Products, which will be included in remittance and\/or commercial invoices issued by<\/p>\n\n\n\n
STUDIO SOS. Title and risk of loss shall transfer from STUDIO SOS to Customer and delivery shall be deemed to occur in accordance with the Shipping Terms. Customer shall be responsible for all freight, handling and insurance charges subsequent to delivery.<\/p>\n\n\n\n
5.3 Where Customer places orders on any STUDIO SOS Affiliate other than STUDIO SOS, Customer shall pay invoices issued by such entity with respect to such orders and the delivery<\/p>\n\n\n\n
terms agreed with such entity shall apply. Different shipping terms may apply to<\/p>\n\n\n\n
such Purchase Orders as set forth in the Shipping Terms Exhibit or otherwise as<\/p>\n\n\n\n
set out on STUDIO SOS.biz.<\/p>\n\n\n\n
5.4 Customer shall assume responsibility for compliance with applicable export laws<\/p>\n\n\n\n
and regulations, including the preparation and filing of shipping documentation<\/p>\n\n\n\n
necessary for export clearance. This also applies in cases where Customer<\/p>\n\n\n\n
requests in its Purchase Order delivery of Products to Customer\u2019s forwarding agent<\/p>\n\n\n\n
or another representative in the country of shipment. Customer agrees not to use<\/p>\n\n\n\n
any export licenses owned by STUDIO SOS or any of its Affiliates.<\/p>\n\n\n\n
For shipments under FCA as per the Shipping Terms Exhibit, Customer specifically<\/p>\n\n\n\n
agrees to provide STUDIO SOS with the complete name and address of each End User<\/p>\n\n\n\n
either (a) in the Purchase Order issued, or (b) in writing within five (5) days of<\/p>\n\n\n\n
receiving a request by STUDIO SOS, and other information required under this Agreement<\/p>\n\n\n\n
or requested by STUDIO SOS. Export clearance will ensure utilizing STUDIO SOS\u2019s general global<\/p>\n\n\n\n
export licenses or in the case a general global license does not include the listed<\/p>\n\n\n\n
End User destination, then individual export licenses must be obtained prior to<\/p>\n\n\n\n
export. Customer accepts any additional delays caused by the export licensing<\/p>\n\n\n\n
process as well as delays to comply with conditions of the individual export license.<\/p>\n\n\n\n
5.5 STUDIO SOS shall not be liable for any loss, damage, or penalty for delay in delivery or for<\/p>\n\n\n\n
failure to give notice of any delay. Except in accordance with the applicable<\/p>\n\n\n\n
shipping terms set forth in these Terms of Sale, STUDIO SOS shall not have any liability in<\/p>\n\n\n\n
connection with shipment, nor shall the carrier be deemed to be an agent of STUDIO SOS.<\/p>\n\n\n\n
5.6 All sales are final. Except as provided in STUDIO SOS\u2019s warranty statements, STUDIO SOS does<\/p>\n\n\n\n
not accept returns unless (i) STUDIO SOS shipped a product other than as specified in the<\/p>\n\n\n\n
Purchase Order, (ii) such Product is unopened, and (iii) the Product is returned in<\/p>\n\n\n\n
accordance with STUDIO SOS\u2019s then current RMA policy and procedures.<\/p>\n\n\n\n
6.0 PAYMENT<\/p>\n\n\n\n
Upon and subject to credit approval by STUDIO SOS, payment terms shall be thirty (30) days from<\/p>\n\n\n\n
shipping date. All payments shall be made in the currency of the Price List applicable to the<\/p>\n\n\n\n
Purchase Order or in one of the local currencies made available by STUDIO SOS, subject to<\/p>\n\n\n\n
Customer and STUDIO SOS entering into a local currency agreement. If at any time Customer is<\/p>\n\n\n\n
delinquent in the payment of any invoice, or is otherwise in breach of these Terms of Sale,<\/p>\n\n\n\n
STUDIO SOS may, in its discretion, and without prejudice to its other rights, withhold shipment<\/p>\n\n\n\n
(including partial shipments) of any order, require Customer to prepay for further shipments,<\/p>\n\n\n\n
and\/or withhold the provision of Services, until complete payment has been received. Any<\/p>\n\n\n\n
sum not paid by Customer when due shall bear interest from the due date to the date of<\/p>\n\n\n\n
payment, such interest to run day to day and after as well as before any judgment at a rate<\/p>\n\n\n\n
of (i) ten per cent per annum or (ii) the maximum rate permitted by law, whichever is less.<\/p>\n\n\n\n
7.0 PROPRIETARY RIGHTS AND SOFTWARE LICENSING<\/p>\n\n\n\n
7.1 Subject to the terms contained in Exhibit A (STUDIO SOS\u2019s End User License Agreement<\/p>\n\n\n\n
(\u201cEULA\u201d)), STUDIO SOS grants to Customer a non-exclusive, non-transferable license (a)<\/p>\n\n\n\n
to use the Software and Documentation for Customer\u2019s internal use, and (b) where<\/p>\n\n\n\n
Customer is a certified STUDIO SOS reseller or authorized distributor, to market and Resell<\/p>\n\n\n\n
the Software and related Documentation in the Territory during the term of these Terms of Sale, solely as permitted by Section 2.0 (Scope) and this Section 7.0<\/p>\n\n\n\n
(Proprietary Rights And Software Licensing) of these Terms of Sale. Any resale of<\/p>\n\n\n\n
Software or Documentation to any person or entity other than as expressly<\/p>\n\n\n\n
permitted by Section 2.0 (Scope) is expressly prohibited. Customer may not<\/p>\n\n\n\n
sublicense, to any person or entity, any rights to distribute the Software or<\/p>\n\n\n\n
Documentation.<\/p>\n\n\n\n
7.2 Where Customer is a certified STUDIO SOS Reseller, Customer shall provide a copy of the<\/p>\n\n\n\n
STUDIO SOS EULA to each end user with delivery of the Product or prior to installation of<\/p>\n\n\n\n
the Software. Customer shall notify STUDIO SOS promptly of any breach or suspected<\/p>\n\n\n\n
breach of the STUDIO SOS EULA and further agrees that it will, at STUDIO SOS\u2019s request, assist<\/p>\n\n\n\n
STUDIO SOS in efforts to preserve STUDIO SOS\u2019s intellectual property rights including pursuing an<\/p>\n\n\n\n
action against any breaching third parties.<\/p>\n\n\n\n
8.0 LIMITED WARRANTY<\/p>\n\n\n\n
8.1 Products. The warranties for Products as per terms of sale.<\/p>\n\n\n\n
8.2 Notwithstanding any other term of these Terms of Sale, STUDIO SOS\u2019s sole and exclusive<\/p>\n\n\n\n
warranty and obligations are set forth in STUDIO SOS\u2019s Limited Warranty Statement<\/p>\n\n\n\n
delivered with the Product and this Section 8.0.<\/p>\n\n\n\n
8.3 Customer shall not make any warranty commitment, whether written or oral, on<\/p>\n\n\n\n
STUDIO SOS’s behalf. Customer shall indemnify STUDIO SOS against any warranties made in<\/p>\n\n\n\n
addition to STUDIO SOS\u2019s standard warranty and for any misrepresentation of STUDIO SOS\u2019s<\/p>\n\n\n\n
reputation or of STUDIO SOS\u2019s Products and Services.<\/p>\n\n\n\n
8.4 Services. Services provided hereunder shall be performed in a workmanlike<\/p>\n\n\n\n
manner consistent with industry standards. Customer must notify STUDIO SOS promptly,<\/p>\n\n\n\n
but in no event more than thirty (30) days after completion of the Services, of any<\/p>\n\n\n\n
claimed breach of this warranty. Customer\u2019s sole and exclusive remedy for breach<\/p>\n\n\n\n
of this warranty shall be, at STUDIO SOS\u2019s option, re-performance of the Services, or<\/p>\n\n\n\n
termination of these Terms of Sale or the applicable Service and return of the<\/p>\n\n\n\n
portion of the Service fees paid to STUDIO SOS by Customer for such non-conforming<\/p>\n\n\n\n
Services. The provision of Services under these Terms of Sale shall not extend the<\/p>\n\n\n\n
warranties provided with any Hardware purchased or Software licensed by<\/p>\n\n\n\n
Customer.<\/p>\n\n\n\n
8.5 Restrictions. The limited warranties referenced in this Section 8.0 do not apply if<\/p>\n\n\n\n
the Product (a) has been altered, except by STUDIO SOS, (b) has not been installed,<\/p>\n\n\n\n
operated, repaired, used or maintained in accordance with instructions made<\/p>\n\n\n\n
available by STUDIO SOS, (c) has been subjected to abnormal or unusual physical or<\/p>\n\n\n\n
electrical stress or environmental conditions, misused, or negligently handled or<\/p>\n\n\n\n
operated; (d) is acquired by Customer for beta, evaluation, testing, demonstration<\/p>\n\n\n\n
purposes or other circumstances for which STUDIO SOS does not receive a payment of a<\/p>\n\n\n\n
purchase price or license fee.<\/p>\n\n\n\n
8.6 The limited warranties referenced in this Section 8.0 do not apply to any Software<\/p>\n\n\n\n
or Hardware that may be offered for sale on the Price List in the name of a third<\/p>\n\n\n\n
party.<\/p>\n\n\n\n
8.7 Disclaimer of Warranty. Except as expressly provided in this Section 8.0, STUDIO SOS<\/p>\n\n\n\n
hereby disclaims and Customer waives all representations, warranties, conditions<\/p>\n\n\n\n
or other terms (whether express, implied, or statutory), including, without limitation,<\/p>\n\n\n\n
any warranty, condition, or term (a) of merchantability, fitness for a particular<\/p>\n\n\n\n
purpose, reasonable care and skill, noninfringement, satisfactory quality, accuracy, or system integration, or (b) arising from any course of dealing, course of<\/p>\n\n\n\n
performance, or usage in the industry. To the extent permitted by law, if a<\/p>\n\n\n\n
warranty, condition, or term cannot be disclaimed, such warranty, condition, or term<\/p>\n\n\n\n
shall be limited in duration to the applicable express warranty period.<\/p>\n\n\n\n
9.0 CONFIDENTIAL INFORMATION<\/p>\n\n\n\n
9.1 \u201cConfidential Information\u201d to be disclosed by Customer under these Terms of Sale<\/p>\n\n\n\n
is information regarding Customer’s network operations and technical plans and<\/p>\n\n\n\n
marketing and financial data, and \u201cConfidential Information\u201d to be disclosed by<\/p>\n\n\n\n
STUDIO SOS under these Terms of Sale is information regarding STUDIO SOS\u2019s Products and<\/p>\n\n\n\n
Services, technical, financial, and marketing data, information relating to future<\/p>\n\n\n\n
product and service development, and information posted on STUDIO SOS.biz.<\/p>\n\n\n\n
9.2 The receiving party (“Receiving Party”) may use the Confidential Information solely<\/p>\n\n\n\n
for the purpose of furtherance of the business relationship between the parties, as<\/p>\n\n\n\n
provided in these Terms of Sale and shall not disclose the Confidential Information<\/p>\n\n\n\n
to any third party, other than to employees of the Receiving Party who have a need<\/p>\n\n\n\n
to have access to and knowledge of the Confidential Information, solely for the<\/p>\n\n\n\n
purpose authorized above. Notwithstanding the foregoing, when STUDIO SOS is the<\/p>\n\n\n\n
Receiving Party, it may disclose Confidential Information to any employee of STUDIO SOS<\/p>\n\n\n\n
or STUDIO SOS Systems, Inc.’s directly and indirectly wholly owned subsidiaries who have<\/p>\n\n\n\n
a need to have access to or knowledge of the Confidential Information. Each party<\/p>\n\n\n\n
shall take appropriate measures by instruction and agreement prior to disclosure to<\/p>\n\n\n\n
such employees to assure against unauthorized use or disclosure. Information<\/p>\n\n\n\n
(other than that on STUDIO SOS.biz) disclosed by the disclosing party (\u201cDisclosing Party\u201d)<\/p>\n\n\n\n
in written or other tangible form will be considered Confidential Information only if<\/p>\n\n\n\n
such information is conspicuously designated as \u201cConfidential,\u201d \u201cProprietary\u201d or<\/p>\n\n\n\n
bears a similar legend. Information disclosed orally shall be considered<\/p>\n\n\n\n
Confidential Information only if: (i) identified as confidential, proprietary or the like<\/p>\n\n\n\n
at the time of disclosure, and (ii) confirmed as confidential, proprietary or the like in<\/p>\n\n\n\n
writing within thirty (30) days of disclosure. Confidential Information disclosed to<\/p>\n\n\n\n
the Receiving Party by any Affiliate or agent of the Disclosing Party is subject to<\/p>\n\n\n\n
these Terms of Sale.<\/p>\n\n\n\n
9.3 The Receiving Party shall have no obligation with respect to information that (i) was<\/p>\n\n\n\n
rightfully in possession of the Receiving Party without any obligation of<\/p>\n\n\n\n
confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently<\/p>\n\n\n\n
becomes, legally and publicly available without breach of these Terms of Sale; (iii)<\/p>\n\n\n\n
is rightfully obtained by the Receiving Party from a source other than the Disclosing<\/p>\n\n\n\n
Party without any obligation of confidentiality; (iv) is developed by or for the<\/p>\n\n\n\n
Receiving Party without use of the Confidential Information and such independent<\/p>\n\n\n\n
development can be shown by documentary evidence; or (v) is disclosed by the<\/p>\n\n\n\n
Receiving Party pursuant to and in accordance with a valid order issued by a court<\/p>\n\n\n\n
or government agency, provided that the Receiving Party provides (a) prior written<\/p>\n\n\n\n
notice to the Disclosing Party of such order and (b) the Disclosing Party prior<\/p>\n\n\n\n
opportunity to oppose or restrict such disclosure. Upon written demand by the<\/p>\n\n\n\n
Disclosing Party, the Receiving Party shall: (i) cease using the Confidential<\/p>\n\n\n\n
Information, (ii) return the Confidential Information and all copies, notes or extracts<\/p>\n\n\n\n
thereof to the Disclosing Party within seven (7) days of receipt of demand, and (iii)<\/p>\n\n\n\n
upon request of the Disclosing Party, certify in writing that the Receiving Party has<\/p>\n\n\n\n
complied with the obligations set forth in this paragraph.<\/p>\n\n\n\n
9.4 Each party shall retain all right, title and interest to such party\u2019s Confidential<\/p>\n\n\n\n
Information. No license to any intellectual property (or application for intellectual<\/p>\n\n\n\n
property protection) is either granted or implied by the conveying of Confidential<\/p>\n\n\n\n
Information. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface<\/p>\n\n\n\n
any notice of copyright or confidentiality, trademark, logo, legend, or other notices<\/p>\n\n\n\n
of ownership from any originals or copies of Confidential Information it obtains from<\/p>\n\n\n\n
the Disclosing Party or from any copies the Disclosing Party is authorized to make.<\/p>\n\n\n\n
9.5 Neither party shall disclose, advertise, or publish either the existence, the subject<\/p>\n\n\n\n
matter, any discussions relating to, or any of the terms and conditions, of these<\/p>\n\n\n\n
Terms of Sale (or any summary of any of the forgoing) to any third party without the<\/p>\n\n\n\n
prior written consent of the other party. Any press release, publication,<\/p>\n\n\n\n
advertisement or public disclosure regarding these Terms of Sale is subject to both<\/p>\n\n\n\n
the prior review and the written approval of both parties.<\/p>\n\n\n\n
10.0 PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT INDEMNIFICATION<\/p>\n\n\n\n
10.1 Claims. STUDIO SOS will defend any claim against Customer that a STUDIO SOS-Branded<\/p>\n\n\n\n
Product provided under this Agreement infringes third party patents, copyrights or<\/p>\n\n\n\n
registered trademarks (the \u201cClaim\u201d) and will indemnify Customer against the final<\/p>\n\n\n\n
judgment entered by a court of competent jurisdiction or any settlements arising out<\/p>\n\n\n\n
of a Claim.<\/p>\n\n\n\n
10.2 Customer shall:<\/p>\n\n\n\n
(a) promptly notify STUDIO SOS in writing of the Claim (or threat thereof), and any<\/p>\n\n\n\n
subsequent litigation updates; and<\/p>\n\n\n\n
(b) cooperate with STUDIO SOS in the defense of the Claim (including any statements to<\/p>\n\n\n\n
third parties regarding the Claim), and grant STUDIO SOS full and exclusive control<\/p>\n\n\n\n
of the defense and settlement of the Claim and any subsequent appeal.<\/p>\n\n\n\n
If Customer fails to notify STUDIO SOS promptly of the Claim, and that failure prejudices<\/p>\n\n\n\n
STUDIO SOS\u2019s ability to defend, settle or respond to the Claim, then STUDIO SOS\u2019s obligation to<\/p>\n\n\n\n
defend or indemnify Customer with respect to that Claim will be reduced to the<\/p>\n\n\n\n
extent STUDIO SOS has been prejudiced. In addition, such failure to provide prompt<\/p>\n\n\n\n
notification shall relieve STUDIO SOS of any obligation to reimburse for Customer<\/p>\n\n\n\n
attorneys\u2019 fees incurred prior to notification.<\/p>\n\n\n\n
10.3 Additional Remedies. If a Claim is made or appears likely, Customer agrees to<\/p>\n\n\n\n
permit STUDIO SOS to procure for Customer the right to continue using the STUDIO SOS-Branded<\/p>\n\n\n\n
Product, or to replace or modify the STUDIO SOS-Branded Product with one that is at least<\/p>\n\n\n\n
functionally equivalent. If STUDIO SOS determines that none of those alternatives is<\/p>\n\n\n\n
reasonably available, then Customer will return the STUDIO SOS-Branded Product and<\/p>\n\n\n\n
STUDIO SOS will refund Customer\u2019s remaining net book value of the STUDIO SOS-Branded<\/p>\n\n\n\n
Product calculated according to generally accepted accounting principles.<\/p>\n\n\n\n
10.4 Exclusions. STUDIO SOS has no obligation for any Claim based on:<\/p>\n\n\n\n
(a) compliance with any designs, specifications, requirements or instructions<\/p>\n\n\n\n
provided by Customer or a third party on Customer\u2019s behalf;<\/p>\n\n\n\n
(b) modification of a STUDIO SOS-Branded Product by Customer or a third party;<\/p>\n\n\n\n
(c) the amount or duration of use made of the STUDIO SOS-Branded Product, revenue<\/p>\n\n\n\n
earned by Customer or services offered by Customer to external or internal<\/p>\n\n\n\n
customers; or<\/p>\n\n\n\n
(d) combination, operation or use of a STUDIO SOS-Branded Product with non-STUDIO SOS<\/p>\n\n\n\n
products, software or business processes.<\/p>\n\n\n\n
10.5 Sole and Exclusive Remedy. This Section 10.0 (Patent, Copyright and Trademark<\/p>\n\n\n\n
Infringement Indemnification) states STUDIO SOS\u2019s entire obligation and Customer\u2019s<\/p>\n\n\n\n
exclusive remedy regarding any claims for intellectual property infringement.<\/p>\n\n\n\n
11.0 TERM AND TERMINATION<\/p>\n\n\n\n
11.1 These Terms of Sale shall commence on the Effective Date and continue thereafter<\/p>\n\n\n\n
for a period of one year, unless sooner terminated, as set forth below. These<\/p>\n\n\n\n
Terms of Sale shall be automatically renewed thereafter, for successive one (1)<\/p>\n\n\n\n
year periods, unless at least forty-five (45) days prior to the date of any such<\/p>\n\n\n\n
renewal, either party shall have given written notice to the other of its intention that<\/p>\n\n\n\n
these Terms of Sale not be renewed. These Terms of Sale shall automatically<\/p>\n\n\n\n
terminate at the end of the annual period during which such notice is given.<\/p>\n\n\n\n
11.2 Either party may terminate these Terms of Sale at any time by providing the other<\/p>\n\n\n\n
party with at least forty-five (45) days\u2019 prior written notice of termination.<\/p>\n\n\n\n
11.3 A party may terminate these Terms of Sale immediately by written notice if (i) the<\/p>\n\n\n\n
other party ceases or threatens to cease to carry on business as a going concern;<\/p>\n\n\n\n
or (ii) the other party becomes or is reasonably likely to become subject to voluntary<\/p>\n\n\n\n
or involuntary proceedings in bankruptcy or liquidation; or (iii) a receiver or similar<\/p>\n\n\n\n
officer is appointed with respect to the whole or a substantial part of the other<\/p>\n\n\n\n
party\u2019s assets; or (iv) an event similar to any of the foregoing occurs under any<\/p>\n\n\n\n
applicable law.<\/p>\n\n\n\n
11.4 If a party breaches any of the provisions of these Terms of Sale, the non-breaching<\/p>\n\n\n\n
party may terminate these Terms of Sale as follows: (a) immediately upon providing<\/p>\n\n\n\n
written notice to the breaching party if the breach is not capable of being cured, and<\/p>\n\n\n\n
(b) thirty (30) days after providing written notice to the breaching party if the<\/p>\n\n\n\n
breaching party fails to cure such breach within such thirty (30) day period.<\/p>\n\n\n\n
11.5 STUDIO SOS may terminate these Terms of Sale upon twenty (20) days\u2019 written notice in<\/p>\n\n\n\n
the event it becomes known that (i) Customer or an Affiliate or Customer’s direct or<\/p>\n\n\n\n
indirect parent has acquired or intends to acquire a controlling interest in a third<\/p>\n\n\n\n
party, or (ii) Customer or its direct or indirect parent is to be acquired by a third<\/p>\n\n\n\n
party, or (iii) a controlling interest in Customer or its direct or indirect parent is to be<\/p>\n\n\n\n
transferred to a third party.<\/p>\n\n\n\n
11.6 STUDIO SOS may terminate these Terms of Sale immediately upon written notice in the<\/p>\n\n\n\n
event that Customer is in breach of Sections 7.0 (Proprietary Rights and Software<\/p>\n\n\n\n
Licensing), Section 9.0 (Confidential Information), or Section 14.0 (Export, ReExport,<\/p>\n\n\n\n
Transfer & Use Controls), or Section 15.0 (Compliance with Laws, Including<\/p>\n\n\n\n
Anti-Corruption Laws).<\/p>\n\n\n\n
11.7 Upon termination or expiration of these Terms of Sale, (a) STUDIO SOS reserves the right<\/p>\n\n\n\n
to cease all further delivery of Product or Services, (b) all outstanding invoices<\/p>\n\n\n\n
immediately become due and payable by certified or cashier\u2019s check, and (c) all<\/p>\n\n\n\n
rights and licenses of Customer under these Terms of Sale shall terminate, subject<\/p>\n\n\n\n
to the terms of the last sentence of this paragraph. If STUDIO SOS agrees to complete<\/p>\n\n\n\n
delivery of any further Products or Services due against any existing Purchase<\/p>\n\n\n\n
Orders then Customer shall pay for such Products or Services in advance by<\/p>\n\n\n\n
certified or cashier\u2019s check. Except for a termination of these Terms of Sale<\/p>\n\n\n\n
resulting from Customer’s breach of Section 7.0 (Proprietary Rights and Software<\/p>\n\n\n\n
Licensing), Section 9.0 (Confidential Information), or Section 14.0 (Export, ReExport,<\/p>\n\n\n\n
Transfer & Use Controls), upon termination or expiration of these Terms of<\/p>\n\n\n\n
Sale, Customer may continue to use, in accordance with these Terms of Sale,<\/p>\n\n\n\n
Products provided to it by STUDIO SOS prior to the date of termination or expiration.<\/p>\n\n\n\n
11.8 Upon termination or expiration of these Terms of Sale, Customer shall immediately<\/p>\n\n\n\n
return to STUDIO SOS all Confidential Information (including all copies thereof) then in<\/p>\n\n\n\n
Customer’s possession, custody or control; provided, that except for a termination<\/p>\n\n\n\n
resulting from Customer’s breach of Section 7.0 (Proprietary Rights and Software<\/p>\n\n\n\n
Licensing), or Section 14.0 (Export, Re-Export, Transfer & Use Controls), Customer<\/p>\n\n\n\n
may retain a sufficient amount of such Confidential Information and material to<\/p>\n\n\n\n
operate its installed base of Products.<\/p>\n\n\n\n
11.9 In the event of termination of these Terms of Sale for any reason, Customer shall<\/p>\n\n\n\n
have no rights to damages or indemnification of any nature related to such<\/p>\n\n\n\n
termination (but not limiting any claim for damages it might have on account of<\/p>\n\n\n\n
STUDIO SOS’s breach of these Terms of Sale, even if the breach gave rise to termination,<\/p>\n\n\n\n
such liability being governed by and subject to the limitations set forth elsewhere in<\/p>\n\n\n\n
these Terms of Sale), specifically including no rights to damages or indemnification<\/p>\n\n\n\n
for commercial severance pay, whether by way of loss of future revenues or profits,<\/p>\n\n\n\n
expenditures for promotion of the STUDIO SOS products, or other commitments in<\/p>\n\n\n\n
connection with the business and good will of Customer or indemnities for any<\/p>\n\n\n\n
termination of a business relationship.<\/p>\n\n\n\n
11.10 In the event that, following the expiration or termination of these Terms of Sale,<\/p>\n\n\n\n
Customer places Purchase Orders and STUDIO SOS accepts such Purchase Orders, then<\/p>\n\n\n\n
any such Purchase Orders shall be governed by these Terms of Sale<\/p>\n\n\n\n
notwithstanding the earlier expiration or termination of these Terms of Sale;<\/p>\n\n\n\n
provided, however, that acceptance by STUDIO SOS of any such Purchase Order will not<\/p>\n\n\n\n
be considered to be an extension of the term of these Terms of Sale nor a renewal<\/p>\n\n\n\n
thereof.<\/p>\n\n\n\n
11.11 Subject to Section 11.7, expiry or termination of these Terms of Sale shall not affect<\/p>\n\n\n\n
or prejudice any rights accruing to either party hereunder.<\/p>\n\n\n\n
12.0 SERVICES<\/p>\n\n\n\n
Customer may place Purchase Orders for the various Services offered by STUDIO SOS. Such<\/p>\n\n\n\n
Services, if accepted by STUDIO SOS, shall be subject to these Terms of Sale, as well as the<\/p>\n\n\n\n
additional terms and conditions set forth in STUDIO SOS\u2019s then-current applicable Service<\/p>\n\n\n\n
descriptions that describe the deliverables and other terms applicable to such Services<\/p>\n\n\n\n
unless an Existing Agreement is in effect in which case the terms of the Existing Agreement<\/p>\n\n\n\n
shall govern any such Services. STUDIO SOS reserves the right to subcontract Services to<\/p>\n\n\n\n
a third party maintenance organization to provide Services to Customer.<\/p>\n\n\n\n
13.0 RECORDS<\/p>\n\n\n\n
13.1 Customer shall keep full, true, and accurate records and accounts, in accordance<\/p>\n\n\n\n
with generally-accepted accounting principles, of each Product, Service and<\/p>\n\n\n\n
Software license purchased, resold, and\/or deployed, including information<\/p>\n\n\n\n
regarding Software usage and export or transfer. Customer shall make such<\/p>\n\n\n\n
records available for review by or on behalf of STUDIO SOS upon fifteen (15) days\u2019 prior<\/p>\n\n\n\n
written notice, during regular business hours, at Customer\u2019s principal place of<\/p>\n\n\n\n
business and shall provide STUDIO SOS with reasonable assistance in order to review and<\/p>\n\n\n\n
secure copies of such records. In the event such review discloses non-compliance<\/p>\n\n\n\n
with these Terms of Sale, Customer shall promptly pay to STUDIO SOS the appropriate<\/p>\n\n\n\n
license fees, plus the reasonable cost of conducting the review.<\/p>\n\n\n\n
13.2 Inventory Review. From time-to-time STUDIO SOS may perform an inventory review of<\/p>\n\n\n\n
Customer\u2019s installed base of Products and review serial numbers and other records<\/p>\n\n\n\n
(upon reasonable advance notice) to validate Service entitlement. STUDIO SOS will charge a Service fee if it finds that Services are being provided beyond that for<\/p>\n\n\n\n
which Customer has paid STUDIO SOS. This Service fee includes amounts which should<\/p>\n\n\n\n
have been paid, interest, attorneys\u2019 fees, if any, and audit fees. STUDIO SOS requires that<\/p>\n\n\n\n
Customer take all necessary action (for example, disabling passwords) to ensure<\/p>\n\n\n\n
that any former employees or contractors do not access or use the Services.<\/p>\n\n\n\n
14.0 EXPORT, RE-EXPORT, TRANSFER & USE CONTROLS<\/p>\n\n\n\n
STUDIO SOS products, technology and Services are subject to U.S. and local export control laws<\/p>\n\n\n\n
and regulations. Customer shall comply with such laws and regulations governing use,<\/p>\n\n\n\n
export, re-export, and transfer of products, technology and services and will obtain all<\/p>\n\n\n\n
required U.S. and local authorizations, permits or licenses. Customer certifies that they are<\/p>\n\n\n\n
not on the U.S. Department of Commerce\u2019s Denied Persons List or affiliated lists, on the<\/p>\n\n\n\n
U.S. Department of Treasury\u2019s Specially Designated Nationals List or on any U.S.<\/p>\n\n\n\n
Government export exclusion lists. The export obligations under this clause shall survive<\/p>\n\n\n\n
the expiration or termination of this Agreement.<\/p>\n\n\n\n
15.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTION LAWS<\/p>\n\n\n\n
15.1 STUDIO SOS Systems expects and requires that all of its suppliers, subcontractors,<\/p>\n\n\n\n
channel partners, consultants, agents and other parties with whom STUDIO SOS does<\/p>\n\n\n\n
business (\u201cSTUDIO SOS Partners\u201d), act at all times in a professional and ethical manner in<\/p>\n\n\n\n
carrying out their services and contractual obligations to STUDIO SOS, or on STUDIO SOS\u2019s behalf<\/p>\n\n\n\n
to a STUDIO SOS customer or other third party. To that end, all STUDIO SOS Partners shall:<\/p>\n\n\n\n
(a) Comply with all country, federal, state and local laws, ordinances, codes,<\/p>\n\n\n\n
regulations, rules, policies and procedures, including, but not limited to, anticorruption<\/p>\n\n\n\n
laws, such as the U.S. Foreign Corrupt Practices Act (\u201cApplicable<\/p>\n\n\n\n
Laws\u201d);<\/p>\n\n\n\n
(b) Not take any action or permit the taking of any action by a supplier or third<\/p>\n\n\n\n
party which may render STUDIO SOS liable for a violation of Applicable Laws,<\/p>\n\n\n\n
including the FCPA;<\/p>\n\n\n\n
(c) Not use any money or other consideration paid by STUDIO SOS for any unlawful<\/p>\n\n\n\n
purposes, including any purposes violating the FCPA or other Applicable<\/p>\n\n\n\n
Laws, such as direct or indirect payments, for the purpose of assisting STUDIO SOS in<\/p>\n\n\n\n
obtaining or retaining business, to any of the following:<\/p>\n\n\n\n
(i) Government officials (including any person holding an executive,<\/p>\n\n\n\n
legislative, judicial or administrative office, whether elected or<\/p>\n\n\n\n
appointed, or of any public international organization, such as the<\/p>\n\n\n\n
United Nations or World Bank, or any person acting in any official<\/p>\n\n\n\n
capacity for or on behalf of such government, public enterprise or stateowned<\/p>\n\n\n\n
business);<\/p>\n\n\n\n
(ii) Political parties or party officials;<\/p>\n\n\n\n
(iii) Candidates for political office; or<\/p>\n\n\n\n
(iv) Any person, while knowing that all or a portion of such money or thing<\/p>\n\n\n\n
of value will be offered, given or promised, directly or indirectly, to any<\/p>\n\n\n\n
of the above-identified persons or organizations.<\/p>\n\n\n\n
(d) Upon request, STUDIO SOS\u2019s Partners may be required to have their own<\/p>\n\n\n\n
subcontractors, consultants, agents or representatives execute a similar<\/p>\n\n\n\n
written anti-corruption compliance statement, and to confirm to STUDIO SOS that such<\/p>\n\n\n\n
action has been taken laws;<\/p>\n\n\n\n
(e) The record-keeping, audit and other related terms and obligations, as set forth<\/p>\n\n\n\n
in Partners\u2019 agreement(s) with STUDIO SOS, shall equally apply to their compliance<\/p>\n\n\n\n
with this policy;<\/p>\n\n\n\n
(f) In no event shall STUDIO SOS be obligated under any supplier or third party<\/p>\n\n\n\n
agreement to take any action or omit to take any action that STUDIO SOS believes, in<\/p>\n\n\n\n
good faith, would cause it to be in violation of the FCPA or other Applicable<\/p>\n\n\n\n
Laws;<\/p>\n\n\n\n
(g) STUDIO SOS retains the right to suspend or terminate any STUDIO SOS Partner agreement<\/p>\n\n\n\n
immediately upon written notice if STUDIO SOS believes, in good faith, that such<\/p>\n\n\n\n
STUDIO SOS Partner has breached any elements of this policy, or if the Partner<\/p>\n\n\n\n
makes a false or fraudulent statement, representation or warranty while<\/p>\n\n\n\n
carrying out their contractual obligations;<\/p>\n\n\n\n
(h) STUDIO SOS\u2019s Partners shall immediately report to STUDIO SOS any concerns it may<\/p>\n\n\n\n
have regarding any business practices by any STUDIO SOS employee or STUDIO SOS<\/p>\n\n\n\n
Partner.<\/p>\n\n\n\n
(i) Customer has read and agrees to act consistently with STUDIO SOS\u2019s Policy.<\/p>\n\n\n\n
(j) Customer shall use its best efforts to regularly inform STUDIO SOS of any<\/p>\n\n\n\n
requirements under any Applicable Laws that directly or indirectly affect these<\/p>\n\n\n\n
Terms of Sale, the sale, use and distribution of Products or Services, or<\/p>\n\n\n\n
STUDIO SOS\u2019s trade name, trademarks or other commercial, industrial or intellectual<\/p>\n\n\n\n
property interests, including, but not limited to, certification or type approval of<\/p>\n\n\n\n
the Products from the proper authorities in the Territory;<\/p>\n\n\n\n
(k) Additionally, Customer shall comply, and notify end users of their obligations<\/p>\n\n\n\n
to comply, with all applicable STUDIO SOS published policies, including Software<\/p>\n\n\n\n
Transfer Policy, Used Equipment Policy, as published by STUDIO SOS and as<\/p>\n\n\n\n
amended from time to time. Customer shall promptly notify STUDIO SOS of any<\/p>\n\n\n\n
failure by any end user to comply with any of the foregoing policies that comes<\/p>\n\n\n\n
to Customer\u2019s attention.<\/p>\n\n\n\n
16.0 LIMITATION AND EXCLUSION OF LIABILITY<\/p>\n\n\n\n
16.1 Nothing in these Terms of Sale limits or excludes the liability of:<\/p>\n\n\n\n
(a) Either party to the other for:<\/p>\n\n\n\n
(i) personal injury or death resulting directly from the negligence of<\/p>\n\n\n\n
the other party;<\/p>\n\n\n\n
(ii) fraud or fraudulent misrepresentation;<\/p>\n\n\n\n
(iii) a breach of Section 9.0 (Confidential Information); or<\/p>\n\n\n\n
(iv) any liability that cannot be limited or excluded under applicable<\/p>\n\n\n\n
law.<\/p>\n\n\n\n
(b) Customer to STUDIO SOS arising out of:<\/p>\n\n\n\n
(i) Customer\u2019s breach of Section 7.0 (Proprietary Rights and<\/p>\n\n\n\n
Software Licensing);<\/p>\n\n\n\n
(ii) Customer\u2019s breach of the End User License Agreement in<\/p>\n\n\n\n
Exhibit A (EULA); or<\/p>\n\n\n\n
(iii) any amounts due to STUDIO SOS under these Terms of Sale.<\/p>\n\n\n\n
16.2 Subject to Section 16.1 above and Section 16.3 below, each party\u2019s total aggregate<\/p>\n\n\n\n
liability is limited to the money paid to STUDIO SOS under these Terms of Sale during the<\/p>\n\n\n\n
twelve (12) month period prior to the event that first gave rise to such liability.<\/p>\n\n\n\n
16.3 Subject to Section 16.1 above, and notwithstanding anything else in these Terms of<\/p>\n\n\n\n
Sale to the contrary, neither party will be liable for any:<\/p>\n\n\n\n
(a) special, incidental, indirect or consequential damages;<\/p>\n\n\n\n
(b) loss of any of the following: profits, revenue, business, anticipated<\/p>\n\n\n\n
savings, use of any product or service, opportunity, goodwill or<\/p>\n\n\n\n
reputation;<\/p>\n\n\n\n
(c) lost or damaged data; or<\/p>\n\n\n\n
(d) wasted expenditure (other than any expenditure necessarily incurred<\/p>\n\n\n\n
to discharge the innocent party\u2019s duty or to mitigate its losses).<\/p>\n\n\n\n
16.4 References in this Section 16.0 to (a) a \u201cparty\u201d includes a party\u2019s affiliates, officers,<\/p>\n\n\n\n
directors, employees, agents and suppliers and (b) \u201cliability\u201d includes liability<\/p>\n\n\n\n
arising from contract, tort (including negligence), under any indemnity, strict liability<\/p>\n\n\n\n
or otherwise, in each case even if a party has been informed of the possibility of<\/p>\n\n\n\n
that liability. In Section 16.3, references to \u201closs\u201d refers to any and all kinds of loss<\/p>\n\n\n\n
or damage including, without limitation, any damages, fines, costs, charges, fees or<\/p>\n\n\n\n
other liability.<\/p>\n\n\n\n
17.0 GENERAL<\/p>\n\n\n\n
17.1 Choice of Law. The validity, interpretation, and performance of these Terms of<\/p>\n\n\n\n
Sale shall be controlled by and construed under the laws of England, as if<\/p>\n\n\n\n
performed wholly within England and without giving effect to the principles of<\/p>\n\n\n\n
conflicts of law, and the English courts shall have exclusive jurisdiction over any<\/p>\n\n\n\n
claim arising thereunder. The parties specifically disclaim the application of the UN<\/p>\n\n\n\n
Convention on Contracts for the International Sale of Goods. Notwithstanding the<\/p>\n\n\n\n
foregoing, either party may seek interim injunctive relief in any court of appropriate<\/p>\n\n\n\n
jurisdiction with respect to any alleged breach of such party\u2019s intellectual property or<\/p>\n\n\n\n
proprietary rights.<\/p>\n\n\n\n
17.2 Force Majeure. Except for the obligation to pay monies due and owing, neither<\/p>\n\n\n\n
party shall be liable for any delay or failure in performance due to events outside<\/p>\n\n\n\n
the defaulting party\u2019s reasonable control, including, without limitation, acts of God,<\/p>\n\n\n\n
earthquakes, labor disputes, industry-wide shortages of supplies, actions of<\/p>\n\n\n\n
governmental entities, riots, war, terrorism, fire, epidemics, or delays of common<\/p>\n\n\n\n
carriers or other circumstances beyond its reasonable control. The obligations and<\/p>\n\n\n\n
rights of the defaulting party shall be extended for a period equal to the period<\/p>\n\n\n\n
during which such event prevented such party\u2019s performance.<\/p>\n\n\n\n
17.3 No Waiver. The waiver by either party of any right provided under these Terms of<\/p>\n\n\n\n
Sale shall not constitute a subsequent or continuing waiver of such right or of any<\/p>\n\n\n\n
other right under these Terms of Sale.<\/p>\n\n\n\n
17.4 Assignment. Neither these Terms of Sale nor any rights or obligations under these<\/p>\n\n\n\n
Terms of Sale shall be assigned by a party without the other\u2019s prior written consent,<\/p>\n\n\n\n
which will not be unreasonably withheld or delayed. Any attempted assignment<\/p>\n\n\n\n
shall be void and of no effect. Notwithstanding the foregoing, the parties may<\/p>\n\n\n\n
assign these Terms of Sale and any right or obligation under it without the other\u2019s<\/p>\n\n\n\n
approval, to any Affiliate. Notwithstanding any assignment by Customer, Customer<\/p>\n\n\n\n
shall remain liable for the payment of all amounts due under these Terms of Sale.<\/p>\n\n\n\n
17.5 Severability. In the event that part of or one or more terms of these Terms of Sale<\/p>\n\n\n\n
become or are declared to be illegal or otherwise unenforceable by any court of<\/p>\n\n\n\n
competent jurisdiction, each such part or term shall be null and void and shall be<\/p>\n\n\n\n
deemed deleted from these Terms of Sale. All remaining terms of these Terms of<\/p>\n\n\n\n
Sale shall remain in full force and effect. Notwithstanding the foregoing, if this<\/p>\n\n\n\n
paragraph is invoked and, as a result, the value of these Terms of Sale is materially<\/p>\n\n\n\n
impaired for either party, as determined by such party in its sole discretion, then the<\/p>\n\n\n\n
affected party may terminate these Terms of Sale by written notice with immediate<\/p>\n\n\n\n
effect to the other.<\/p>\n\n\n\n
17.6 No Agency. These Terms of Sale do not create any agency, partnership, joint<\/p>\n\n\n\n
venture, or franchise relationship. No employee of either party shall be or become,<\/p>\n\n\n\n
or shall be deemed to be or become, an employee of the other party by virtue of the<\/p>\n\n\n\n
existence or implementation of these Terms of Sale. Each party hereto is an<\/p>\n\n\n\n
independent contractor. Neither party shall assume or create any obligation of any<\/p>\n\n\n\n
nature whatsoever on behalf of the other party or bind the other party in any<\/p>\n\n\n\n
respect whatsoever.<\/p>\n\n\n\n
17.7 Entire Agreement. These Terms of Sale constitute the entire agreement between<\/p>\n\n\n\n
the parties concerning the subject matter of these Terms of Sale and replace any<\/p>\n\n\n\n
prior oral or written communications between the parties, all of which are excluded.<\/p>\n\n\n\n
There are no conditions, understandings, agreements, representations or<\/p>\n\n\n\n
warranties, expressed or implied, that are not specified herein (except where<\/p>\n\n\n\n
implied by law and exclusion is prohibited). These Terms of Sale may be modified<\/p>\n\n\n\n
only by a written document executed by the parties hereto.<\/p>\n\n\n\n
17.8 Future Products and Services. For any Products and Services included in the Price<\/p>\n\n\n\n
List, including Products and Services which become or have become STUDIO SOS<\/p>\n\n\n\n
Products or Services as a result of an acquisition by STUDIO SOS of another entity, STUDIO SOS<\/p>\n\n\n\n
may stipulate certification, installation, or training requirements for Customer prior<\/p>\n\n\n\n
to allowing Customer (if Customer is a certified STUDIO SOS reseller) to purchase such<\/p>\n\n\n\n
Products and Services for resale, and may require on-going fulfillment of some or<\/p>\n\n\n\n
all of the requirements to retain the right to purchase, license, resell or support such<\/p>\n\n\n\n
Products and Services. STUDIO SOS reserves the right, during the term of these Terms of<\/p>\n\n\n\n
Sale, to license and distribute additional items of Software. Such items of Software<\/p>\n\n\n\n
may be licensed under additional or different license terms which will be made<\/p>\n\n\n\n
available to Customer at the time such items of Software are ordered by or<\/p>\n\n\n\n
provided to Customer.<\/p>\n\n\n\n
17.9 Notices. All notices required or permitted under these Terms of Sale will be in<\/p>\n\n\n\n
writing and will be deemed given one (1) day after deposit with a commercial<\/p>\n\n\n\n
express courier specifying next day delivery (or two (2) days for international<\/p>\n\n\n\n
courier packages specifying 2-day delivery), with written verification of receipt. All<\/p>\n\n\n\n
communications will be sent to the addresses set forth on the first page of these<\/p>\n\n\n\n
Terms of Sale, (and notices to STUDIO SOS shall be further addressed to the Office of the<\/p>\n\n\n\n
General Counsel, Attn: Contract Notice) or such other address as may be<\/p>\n\n\n\n
designated by a party by giving written notice to the other party pursuant to this<\/p>\n\n\n\n
paragraph, or, in the absence of such an address from Customer, to the address to<\/p>\n\n\n\n
which the last invoice under these Terms of Sale was sent before notice is served. <\/p>\n\n\n\n
Notwithstanding the foregoing, notices regarding changes in pricing, Software<\/p>\n\n\n\n
license terms, policies or programs may be by posting on STUDIO SOS.biz or by e-mail or<\/p>\n\n\n\n
fax.<\/p>\n\n\n\n
17.10 Third Party Rights. No person who is not a party to these Terms of Sale shall be<\/p>\n\n\n\n
entitled to enforce or take the benefit of any of its terms under the Contracts (Rights<\/p>\n\n\n\n
of Third Parties) Act 1999.<\/p>\n\n\n\n
17.11 Survival. The following sections shall survive the expiration or earlier termination of<\/p>\n\n\n\n
these Terms of Sale: Sections 2.0 (Scope), 6.0 (Payment), 7.0, (Proprietary Rights<\/p>\n\n\n\n
and Software Licensing), 8.0 (Limited Warranty), 9.0 (Confidential Information),<\/p>\n\n\n\n
10.0 (Patent, Copyright and Trademark Infringement Indemnification), 11.0 (Term<\/p>\n\n\n\n
and Termination), 13.0 (Records), 14.0 (Export, Re-Export, Transfer and Use<\/p>\n\n\n\n
Controls), 16.0 (Limitation and Exclusion of Liability), 17.0 (General), and the<\/p>\n\n\n\n
license to use the Software set out in Exhibit A (End User License Agreement)<\/p>\n\n\n\n
(subject to the termination provisions set forth in Section 11.0 (Term and<\/p>\n\n\n\n
Termination) of these Terms of Sale).<\/p>\n\n\n\n
17.12 Headings. Headings of sections have been added solely for convenience of<\/p>\n\n\n\n
reference and shall not be deemed part of these Terms of Sale.<\/p>\n\n\n\n
17.13 Costs. Except where expressly stated otherwise, each party shall bear all costs<\/p>\n\n\n\n
and expenses incurred by it under or in connection with these Terms of Sale.<\/p>\n\n\n\n
EXHIBIT A<\/p>\n\n\n\n
END USER LICENSE AGREEMENT<\/p>\n\n\n\n
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. IT IS<\/p>\n\n\n\n
VERY IMPORTANT THAT YOU CHECK THAT YOU ARE PURCHASING STUDIO SOS SOFTWARE OR<\/p>\n\n\n\n
EQUIPMENT FROM AN APPROVED SOURCE AND THAT YOU, OR THE ENTITY YOU<\/p>\n\n\n\n
REPRESENT (COLLECTIVELY, THE \u201cCUSTOMER\u201d) HAVE BEEN REGISTERED AS THE END<\/p>\n\n\n\n
USER FOR THE PURPOSES OF THIS STUDIO SOS END USER LICENSE AGREEMENT. IF YOU ARE<\/p>\n\n\n\n
NOT REGISTERED AS THE END USER, YOU HAVE NO LICENSE TO USE THE SOFTWARE<\/p>\n\n\n\n
AND THE LIMITED WARRANTY IN THIS END USER LICENSE AGREEMENT DOES NOT APPLY.<\/p>\n\n\n\n
ASSUMING YOU HAVE PURCHASED FROM AN APPROVED SOURCE, DOWNLOADING,<\/p>\n\n\n\n
INSTALLING OR USING STUDIO SOS OR STUDIO SOS-SUPPLIED SOFTWARE CONSTITUTES<\/p>\n\n\n\n
ACCEPTANCE OF THIS AGREEMENT.<\/p>\n\n\n\n
STUDIO SOS SYSTEMS, INC. OR ITS AFFILIATE LICENSING THE SOFTWARE (\u201cSTUDIO SOS\u201d) IS WILLING<\/p>\n\n\n\n
TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU PURCHASED<\/p>\n\n\n\n
THE SOFTWARE FROM AN APPROVED SOURCE AND THAT YOU ACCEPT ALL OF THE<\/p>\n\n\n\n
TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT PLUS ANY ADDITIONAL<\/p>\n\n\n\n
LIMITATIONS ON THE LICENSE SET FORTH IN A SUPPLEMENTAL LICENSE AGREEMENT<\/p>\n\n\n\n
ACCOMPANYING THE PRODUCT OR AVAILABLE AT THE TIME OF YOUR ORDER<\/p>\n\n\n\n
(COLLECTIVELY, THE \u201cAGREEMENT\u201d). TO THE EXTENT OF ANY CONFLICT BETWEEN THE<\/p>\n\n\n\n
TERMS OF THIS END USER LICENSE AGREEMENT AND ANY SUPPLEMENTAL LICENSE<\/p>\n\n\n\n
AGREEMENT, THE SUPPLEMENTAL LICENSE AGREEMENT SHALL APPLY. BY<\/p>\n\n\n\n
DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ARE REPRESENTING THAT<\/p>\n\n\n\n
YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND BINDING YOURSELF<\/p>\n\n\n\n
TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT,<\/p>\n\n\n\n
THEN STUDIO SOS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) YOU MAY NOT<\/p>\n\n\n\n
DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE<\/p>\n\n\n\n
(INCLUDING ANY UNOPENED CD PACKAGE AND ANY WRITTEN MATERIALS) FOR A FULL<\/p>\n\n\n\n
REFUND, OR, IF THE SOFTWARE AND WRITTEN MATERIALS ARE SUPPLIED AS PART OF<\/p>\n\n\n\n
ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND.<\/p>\n\n\n\n
YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM AN<\/p>\n\n\n\n
APPROVED SOURCE, AND APPLIES ONLY IF YOU ARE THE ORIGINAL AND REGISTERED<\/p>\n\n\n\n
END USER PURCHASER. FOR THE PURPOSES OF THIS END USER LICENSE AGREEMENT,<\/p>\n\n\n\n
AN \u201cAPPROVED SOURCE\u201d MEANS (A) STUDIO SOS; OR (B) A DISTRIBUTOR OR SYSTEMS<\/p>\n\n\n\n
INTEGRATOR AUTHORIZED BY STUDIO SOS TO DISTRIBUTE\/SELL STUDIO SOS EQUIPMENT,<\/p>\n\n\n\n
SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO END USERS; OR (C) A RESELLER<\/p>\n\n\n\n
AUTHORIZED BY ANY SUCH DISTRIBUTOR OR SYSTEMS INTEGRATOR IN ACCORDANCE<\/p>\n\n\n\n
WITH THE TERMS OF THE DISTRIBUTOR\u2019S AGREEMENT WITH STUDIO SOS TO DISTRIBUTE\/SELL<\/p>\n\n\n\n
THE STUDIO SOS EQUIPMENT SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO END<\/p>\n\n\n\n
USERS.<\/p>\n\n\n\n
THE FOLLOWING TERMS OF THE AGREEMENT GOVERN CUSTOMER\u2019S USE OF THE<\/p>\n\n\n\n
SOFTWARE (DEFINED BELOW), EXCEPT TO THE EXTENT: (A) THERE IS A SEPARATE<\/p>\n\n\n\n
SIGNED CONTRACT BETWEEN CUSTOMER AND STUDIO SOS GOVERNING CUSTOMER\u2019S USE OF<\/p>\n\n\n\n
THE SOFTWARE, OR (B) THE SOFTWARE INCLUDES A SEPARATE \u201cCLICK-ACCEPT\u201d<\/p>\n\n\n\n
LICENSE AGREEMENT OR THIRD PARTY LICENSE AGREEMENT AS PART OF THE<\/p>\n\n\n\n
INSTALLATION OR DOWNLOAD PROCESS GOVERNING CUSTOMER\u2019S USE OF THE<\/p>\n\n\n\n
SOFTWARE. TO THE EXTENT OF A CONFLICT BETWEEN THE PROVISIONS OF THE<\/p>\n\n\n\n
FOREGOING DOCUMENTS, THE ORDER OF PRECEDENCE SHALL BE (1) THE SIGNED<\/p>\n\n\n\n
CONTRACT, (2) THE CLICK-ACCEPT AGREEMENT OR THIRD PARTY LICENSE AGREEMENT,<\/p>\n\n\n\n
AND (3) THE AGREEMENT. FOR PURPOSES OF THE AGREEMENT, \u201cSOFTWARE\u201d SHALL<\/p>\n\n\n\n
MEAN COMPUTER PROGRAMS, INCLUDING FIRMWARE AND COMPUTER PROGRAMS<\/p>\n\n\n\n
EMBEDDED IN STUDIO SOS EQUIPMENT, AS PROVIDED TO CUSTOMER BY AN APPROVED<\/p>\n\n\n\n
SOURCE, AND ANY UPGRADES, UPDATES, BUG FIXES OR MODIFIED VERSIONS THERETO<\/p>\n\n\n\n
(COLLECTIVELY, \u201cUPGRADES\u201d), ANY OF THE SAME WHICH HAS BEEN RELICENSED UNDER THE STUDIO SOS SOFTWARE TRANSFER AND RE-LICENSING POLICY (AS MAY BE AMENDED BY STUDIO SOS FROM TIME TO TIME) OR BACKUP COPIES OF ANY OF THE FOREGOING.<\/p>\n\n\n\n
LICENSE. CONDITIONED UPON COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, STUDIO SOS<\/p>\n\n\n\n
GRANTS TO CUSTOMER A NONEXCLUSIVE AND NONTRANSFERABLE LICENSE TO USE FOR CUSTOMER\u2019S<\/p>\n\n\n\n
INTERNAL BUSINESS PURPOSES THE SOFTWARE AND THE DOCUMENTATION FOR WHICH CUSTOMER HAS<\/p>\n\n\n\n
PAID THE REQUIRED LICENSE FEES TO AN APPROVED SOURCE. \u201cDOCUMENTATION\u201d MEANS WRITTEN<\/p>\n\n\n\n
INFORMATION (WHETHER CONTAINED IN USER OR TECHNICAL MANUALS, TRAINING MATERIALS,<\/p>\n\n\n\n
SPECIFICATIONS OR OTHERWISE) PERTAINING TO THE SOFTWARE AND MADE AVAILABLE BY AN APPROVED<\/p>\n\n\n\n
SOURCE WITH THE SOFTWARE IN ANY MANNER (INCLUDING ON CD-ROM, OR ON-LINE). IN ORDER TO USE<\/p>\n\n\n\n
THE SOFTWARE, CUSTOMER MAY BE REQUIRED TO INPUT A REGISTRATION NUMBER OR PRODUCT<\/p>\n\n\n\n
AUTHORIZATION KEY AND REGISTER CUSTOMER\u2019S COPY OF THE SOFTWARE ON-LINE AT STUDIO SOS\u2019S WEB-SITE<\/p>\n\n\n\n
TO OBTAIN THE NECESSARY LICENSE KEY OR LICENSE FILE.<\/p>\n\n\n\n
CUSTOMER\u2019S LICENSE TO USE THE SOFTWARE SHALL BE LIMITED TO, AND CUSTOMER SHALL NOT USE THE<\/p>\n\n\n\n
SOFTWARE IN EXCESS OF, A SINGLE HARDWARE CHASSIS OR CARD OR SUCH OTHER LIMITATIONS AS ARE<\/p>\n\n\n\n
SET FORTH IN THE APPLICABLE SUPPLEMENTAL LICENSE AGREEMENT OR IN THE APPLICABLE PURCHASE<\/p>\n\n\n\n
ORDER WHICH HAS BEEN ACCEPTED BY AN APPROVED SOURCE AND FOR WHICH CUSTOMER HAS PAID TO AN<\/p>\n\n\n\n
APPROVED SOURCE THE REQUIRED LICENSE FEE (THE \u201cPURCHASE ORDER\u201d).<\/p>\n\n\n\n
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE DOCUMENTATION OR ANY APPLICABLE SUPPLEMENTAL<\/p>\n\n\n\n
LICENSE AGREEMENT, CUSTOMER SHALL USE THE SOFTWARE SOLELY AS EMBEDDED IN, FOR EXECUTION<\/p>\n\n\n\n
ON, OR (WHERE THE APPLICABLE DOCUMENTATION PERMITS INSTALLATION ON NON-STUDIO SOS EQUIPMENT) FOR<\/p>\n\n\n\n
COMMUNICATION WITH STUDIO SOS EQUIPMENT OWNED OR LEASED BY CUSTOMER AND USED FOR CUSTOMER\u2019S<\/p>\n\n\n\n
INTERNAL BUSINESS PURPOSES. NO OTHER LICENSES ARE GRANTED BY IMPLICATION, ESTOPPEL OR<\/p>\n\n\n\n
OTHERWISE.<\/p>\n\n\n\n
FOR EVALUATION OR BETA COPIES FOR WHICH STUDIO SOS DOES NOT CHARGE A LICENSE FEE, THE ABOVE<\/p>\n\n\n\n
REQUIREMENT TO PAY LICENSE FEES DOES NOT APPLY.<\/p>\n\n\n\n
GENERAL LIMITATIONS. THIS IS A LICENSE, NOT A TRANSFER OF TITLE, TO THE SOFTWARE AND<\/p>\n\n\n\n
DOCUMENTATION, AND STUDIO SOS RETAINS OWNERSHIP OF ALL COPIES OF THE SOFTWARE AND<\/p>\n\n\n\n
DOCUMENTATION. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE AND DOCUMENTATION CONTAIN<\/p>\n\n\n\n
TRADE SECRETS OF STUDIO SOS, ITS SUPPLIERS OR LICENSORS, INCLUDING BUT NOT LIMITED TO THE SPECIFIC<\/p>\n\n\n\n
INTERNAL DESIGN AND STRUCTURE OF INDIVIDUAL PROGRAMS AND ASSOCIATED INTERFACE INFORMATION.<\/p>\n\n\n\n
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED UNDER THE AGREEMENT, CUSTOMER SHALL ONLY USE THE<\/p>\n\n\n\n
SOFTWARE IN CONNECTION WITH THE USE OF STUDIO SOS EQUIPMENT PURCHASED BY THE CUSTOMER FROM AN<\/p>\n\n\n\n
APPROVED SOURCE AND CUSTOMER SHALL HAVE NO RIGHT, AND CUSTOMER SPECIFICALLY AGREES NOT<\/p>\n\n\n\n
TO:<\/p>\n\n\n\n
TRANSFER, ASSIGN OR SUBLICENSE ITS LICENSE RIGHTS TO ANY OTHER PERSON OR ENTITY (OTHER THAN IN<\/p>\n\n\n\n
COMPLIANCE WITH ANY STUDIO SOS RELICENSING\/TRANSFER POLICY THEN IN FORCE), OR USE THE SOFTWARE ON<\/p>\n\n\n\n
STUDIO SOS EQUIPMENT NOT PURCHASED BY THE CUSTOMER FROM AN APPROVED SOURCE OR ON SECONDHAND<\/p>\n\n\n\n
STUDIO SOS EQUIPMENT, AND CUSTOMER ACKNOWLEDGES THAT ANY ATTEMPTED TRANSFER, ASSIGNMENT,<\/p>\n\n\n\n
SUBLICENSE OR USE SHALL BE VOID;<\/p>\n\n\n\n
MAKE ERROR CORRECTIONS TO OR OTHERWISE MODIFY OR ADAPT THE SOFTWARE OR CREATE DERIVATIVE<\/p>\n\n\n\n
WORKS BASED UPON THE SOFTWARE, OR PERMIT THIRD PARTIES TO DO THE SAME;<\/p>\n\n\n\n
REVERSE ENGINEER OR DECOMPILE, DECRYPT, DISASSEMBLE OR OTHERWISE REDUCE THE SOFTWARE TO<\/p>\n\n\n\n
HUMAN-READABLE FORM, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PERMITTED UNDER APPLICABLE<\/p>\n\n\n\n
LAW NOTWITHSTANDING THIS RESTRICTION OR EXCEPT TO THE EXTENT THAT STUDIO SOS IS LEGALLY REQUIRED<\/p>\n\n\n\n
TO PERMIT SUCH SPECIFIC ACTIVITY PURSUANT TO ANY APPLICABLE OPEN SOURCE LICENSE;<\/p>\n\n\n\n
PUBLISH ANY RESULTS OF BENCHMARK TESTS RUN ON THE SOFTWARE;<\/p>\n\n\n\n
USE OR PERMIT THE SOFTWARE TO BE USED TO PERFORM SERVICES FOR THIRD PARTIES, WHETHER ON A<\/p>\n\n\n\n
SERVICE BUREAU OR TIME SHARING BASIS OR OTHERWISE, WITHOUT THE EXPRESS WRITTEN<\/p>\n\n\n\n
AUTHORIZATION OF STUDIO SOS; OR<\/p>\n\n\n\n
DISCLOSE, PROVIDE, OR OTHERWISE MAKE AVAILABLE TRADE SECRETS CONTAINED WITHIN THE SOFTWARE<\/p>\n\n\n\n
AND DOCUMENTATION IN ANY FORM TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF<\/p>\n\n\n\n
STUDIO SOS. CUSTOMER SHALL IMPLEMENT REASONABLE SECURITY MEASURES TO PROTECT SUCH TRADE<\/p>\n\n\n\n
SECRETS.<\/p>\n\n\n\n
TO THE EXTENT REQUIRED BY LAW, AND AT CUSTOMER’S WRITTEN REQUEST, STUDIO SOS SHALL PROVIDE<\/p>\n\n\n\n
CUSTOMER WITH THE INTERFACE INFORMATION NEEDED TO ACHIEVE INTEROPERABILITY BETWEEN THE<\/p>\n\n\n\n
SOFTWARE AND ANOTHER INDEPENDENTLY CREATED PROGRAM, ON PAYMENT OF STUDIO SOS’S APPLICABLE FEE,<\/p>\n\n\n\n
IF ANY. CUSTOMER SHALL OBSERVE STRICT OBLIGATIONS OF CONFIDENTIALITY WITH RESPECT TO SUCH<\/p>\n\n\n\n
INFORMATION AND SHALL USE SUCH INFORMATION IN COMPLIANCE WITH ANY APPLICABLE TERMS AND<\/p>\n\n\n\n
CONDITIONS UPON WHICH STUDIO SOS MAKES SUCH INFORMATION AVAILABLE.<\/p>\n\n\n\n
SOFTWARE, UPGRADES AND ADDITIONAL COPIES. NOTWITHSTANDING ANY OTHER PROVISION OF<\/p>\n\n\n\n
THE AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY<\/p>\n\n\n\n
ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF MAKING OR<\/p>\n\n\n\n
ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE<\/p>\n\n\n\n
ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE TO AN APPROVED SOURCE<\/p>\n\n\n\n
FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS LIMITED TO STUDIO SOS<\/p>\n\n\n\n
EQUIPMENT SUPPLIED BY AN APPROVED SOURCE FOR WHICH CUSTOMER IS THE<\/p>\n\n\n\n
ORIGINAL END USER PURCHASER OR LESSEE OR OTHERWISE HOLDS A VALID LICENSE<\/p>\n\n\n\n
TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) THE MAKING AND USE OF<\/p>\n\n\n\n
ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.<\/p>\n\n\n\n
PROPRIETARY NOTICES. CUSTOMER AGREES TO MAINTAIN AND REPRODUCE ALL COPYRIGHT,<\/p>\n\n\n\n
PROPRIETARY AND OTHER NOTICES ON ALL COPIES, IN ANY FORM, OF THE SOFTWARE IN THE SAME FORM<\/p>\n\n\n\n
AND MANNER THAT SUCH COPYRIGHT AND OTHER PROPRIETARY NOTICES ARE INCLUDED ON THE<\/p>\n\n\n\n
SOFTWARE. EXCEPT AS EXPRESSLY AUTHORIZED IN THE AGREEMENT, CUSTOMER SHALL NOT MAKE ANY<\/p>\n\n\n\n
COPIES OR DUPLICATES OF ANY SOFTWARE WITHOUT THE PRIOR WRITTEN PERMISSION OF STUDIO SOS.<\/p>\n\n\n\n
TERM AND TERMINATION. THE AGREEMENT AND THE LICENSE GRANTED HEREIN SHALL REMAIN EFFECTIVE<\/p>\n\n\n\n
UNTIL TERMINATED. CUSTOMER MAY TERMINATE THE AGREEMENT AND THE LICENSE AT ANY TIME BY<\/p>\n\n\n\n
DESTROYING ALL COPIES OF SOFTWARE AND ANY DOCUMENTATION. CUSTOMER\u2019S RIGHTS UNDER THE<\/p>\n\n\n\n
AGREEMENT WILL TERMINATE IMMEDIATELY WITHOUT NOTICE FROM STUDIO SOS IF CUSTOMER FAILS TO COMPLY<\/p>\n\n\n\n
WITH ANY PROVISION OF THE AGREEMENT. UPON TERMINATION, CUSTOMER SHALL DESTROY ALL COPIES<\/p>\n\n\n\n
OF SOFTWARE AND DOCUMENTATION IN ITS POSSESSION OR CONTROL. ALL CONFIDENTIALITY OBLIGATIONS<\/p>\n\n\n\n
OF CUSTOMER, ALL RESTRICTIONS AND LIMITATIONS IMPOSED ON THE CUSTOMER UNDER THE SECTION<\/p>\n\n\n\n
TITLED \u201cGENERAL LIMITATIONS\u201d AND ALL LIMITATIONS OF LIABILITY AND DISCLAIMERS AND RESTRICTIONS OF<\/p>\n\n\n\n
WARRANTY SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IN ADDITION, THE PROVISIONS OF THE<\/p>\n\n\n\n
SECTIONS TITLED \u201cU.S. GOVERNMENT END USER PURCHASERS\u201d AND \u201cGENERAL TERMS APPLICABLE TO<\/p>\n\n\n\n
THE LIMITED WARRANTY STATEMENT AND END USER LICENSE AGREEMENT\u201d SHALL SURVIVE TERMINATION<\/p>\n\n\n\n
OF THE AGREEMENT.<\/p>\n\n\n\n
CUSTOMER RECORDS. CUSTOMER GRANTS TO STUDIO SOS AND ITS INDEPENDENT ACCOUNTANTS THE RIGHT TO<\/p>\n\n\n\n
EXAMINE CUSTOMER\u2019S BOOKS, RECORDS AND ACCOUNTS DURING CUSTOMER\u2019S NORMAL BUSINESS HOURS<\/p>\n\n\n\n
TO VERIFY COMPLIANCE WITH THIS AGREEMENT. IN THE EVENT SUCH AUDIT DISCLOSES NON-COMPLIANCE<\/p>\n\n\n\n
WITH THIS AGREEMENT, CUSTOMER SHALL PROMPTLY PAY TO STUDIO SOS THE APPROPRIATE LICENSE FEES,<\/p>\n\n\n\n
PLUS THE REASONABLE COST OF CONDUCTING THE AUDIT.<\/p>\n\n\n\n
EXPORT, RE-EXPORT, TRANSFER & USE CONTROLS. THE SOFTWARE, DOCUMENTATION AND<\/p>\n\n\n\n
TECHNOLOGY OR DIRECT PRODUCTS THEREOF (HEREAFTER REFERRED TO AS SOFTWARE AND<\/p>\n\n\n\n
TECHNOLOGY), SUPPLIED BY STUDIO SOS UNDER THE AGREEMENT ARE SUBJECT TO EXPORT CONTROLS UNDER<\/p>\n\n\n\n
THE LAWS AND REGULATIONS OF THE UNITED STATES (U.S.) AND ANY OTHER APPLICABLE COUNTRIES\u2019<\/p>\n\n\n\n
LAWS AND REGULATIONS. CUSTOMER SHALL COMPLY WITH SUCH LAWS AND REGULATIONS GOVERNING EXPORT, RE-EXPORT, TRANSFER AND USE OF STUDIO SOS SOFTWARE AND TECHNOLOGY AND WILL OBTAIN ALL<\/p>\n\n\n\n
REQUIRED U.S. AND LOCAL AUTHORIZATIONS, PERMITS, OR LICENSES. STUDIO SOS AND CUSTOMER EACH AGREE<\/p>\n\n\n\n
TO PROVIDE THE OTHER INFORMATION, SUPPORT DOCUMENTS, AND ASSISTANCE AS MAY REASONABLY BE<\/p>\n\n\n\n
REQUIRED BY THE OTHER IN CONNECTION WITH SECURING AUTHORIZATIONS OR LICENSES. INFORMATION<\/p>\n\n\n\n
U.S. GOVERNMENT END USER PURCHASERS. THE SOFTWARE AND DOCUMENTATION QUALIFY AS<\/p>\n\n\n\n
“COMMERCIAL ITEMS,” AS THAT TERM IS DEFINED AT FEDERAL ACQUISITION REGULATION (\u201cFAR\u201d) (48<\/p>\n\n\n\n
C.F.R.) 2.101, CONSISTING OF “COMMERCIAL COMPUTER SOFTWARE” AND “COMMERCIAL COMPUTER<\/p>\n\n\n\n
SOFTWARE DOCUMENTATION” AS SUCH TERMS ARE USED IN FAR 12.212. CONSISTENT WITH FAR 12.212<\/p>\n\n\n\n
AND DOD FAR SUPP. 227.7202-1 THROUGH 227.7202-4, AND NOTWITHSTANDING ANY OTHER FAR OR<\/p>\n\n\n\n
OTHER CONTRACTUAL CLAUSE TO THE CONTRARY IN ANY AGREEMENT INTO WHICH THE AGREEMENT MAY BE<\/p>\n\n\n\n
INCORPORATED, CUSTOMER MAY PROVIDE TO GOVERNMENT END USER OR, IF THE AGREEMENT IS DIRECT,<\/p>\n\n\n\n
GOVERNMENT END USER WILL ACQUIRE, THE SOFTWARE AND DOCUMENTATION WITH ONLY THOSE RIGHTS<\/p>\n\n\n\n
SET FORTH IN THE AGREEMENT. USE OF EITHER THE SOFTWARE OR DOCUMENTATION OR BOTH<\/p>\n\n\n\n
CONSTITUTES AGREEMENT BY THE GOVERNMENT THAT THE SOFTWARE AND DOCUMENTATION ARE<\/p>\n\n\n\n
\u201cCOMMERCIAL COMPUTER SOFTWARE\u201d AND \u201cCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION,\u201d AND<\/p>\n\n\n\n
CONSTITUTES ACCEPTANCE OF THE RIGHTS AND RESTRICTIONS HEREIN.<\/p>\n\n\n\n
IDENTIFIED COMPONENTS; ADDITIONAL TERMS. THE SOFTWARE MAY CONTAIN OR BE DELIVERED WITH ONE<\/p>\n\n\n\n
OR MORE COMPONENTS, WHICH MAY INCLUDE THIRD-PARTY COMPONENTS, IDENTIFIED BY STUDIO SOS IN THE<\/p>\n\n\n\n
DOCUMENTATION, README.TXT_FILE, THIRD-PARTY CLICK-ACCEPT OR ELSEWHERE (E.G. ON<\/p>\n\n\n\n
WWW.STUDIO SOS.biz) (THE \u201cIDENTIFIED COMPONENT(S)\u201d) AS BEING SUBJECT TO DIFFERENT LICENSE<\/p>\n\n\n\n
AGREEMENT TERMS, DISCLAIMERS OF WARRANTIES, LIMITED WARRANTIES OR OTHER TERMS AND<\/p>\n\n\n\n
CONDITIONS (COLLECTIVELY, \u201cADDITIONAL TERMS\u201d) THAN THOSE SET FORTH HEREIN. YOU AGREE TO THE<\/p>\n\n\n\n
APPLICABLE ADDITIONAL TERMS FOR ANY SUCH IDENTIFIED COMPONENT(S).<\/p>\n\n\n\n
LIMITED WARRANTY. SUBJECT TO THE LIMITATIONS AND CONDITIONS SET FORTH HEREIN, STUDIO SOS<\/p>\n\n\n\n
WARRANTS THAT COMMENCING FROM THE DATE OF SHIPMENT TO CUSTOMER (BUT IN CASE OF RESALE BY<\/p>\n\n\n\n
AN APPROVED SOURCE OTHER THAN STUDIO SOS, COMMENCING NOT MORE THAN NINETY (90) DAYS AFTER<\/p>\n\n\n\n
ORIGINAL SHIPMENT BY STUDIO SOS), AND CONTINUING FOR A PERIOD OF THE LONGER OF (A) NINETY (90) DAYS<\/p>\n\n\n\n
OR (B) THE WARRANTY PERIOD (IF ANY) EXPRESSLY SET FORTH AS APPLICABLE SPECIFICALLY TO SOFTWARE<\/p>\n\n\n\n
IN THE WARRANTY CARD ACCOMPANYING THE PRODUCT OF WHICH THE SOFTWARE IS A PART (THE<\/p>\n\n\n\n
\u201cPRODUCT\u201d) (IF ANY): (A) THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED WILL BE FREE OF DEFECTS IN<\/p>\n\n\n\n
MATERIALS AND WORKMANSHIP UNDER NORMAL USE; AND (B) THE SOFTWARE SUBSTANTIALLY CONFORMS<\/p>\n\n\n\n
TO THE DOCUMENTATION. THE DATE OF SHIPMENT OF A PRODUCT BY STUDIO SOS IS SET FORTH ON THE<\/p>\n\n\n\n
PACKAGING MATERIAL IN WHICH THE PRODUCT IS SHIPPED. EXCEPT FOR THE FOREGOING, THE SOFTWARE<\/p>\n\n\n\n
IS PROVIDED \u201cAS IS\u201d. THIS LIMITED WARRANTY EXTENDS ONLY TO THE SOFTWARE PURCHASED FROM AN<\/p>\n\n\n\n
APPROVED SOURCE BY A CUSTOMER WHO IS THE FIRST REGISTERED END USER. CUSTOMER’S SOLE AND<\/p>\n\n\n\n
EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF STUDIO SOS AND ITS SUPPLIERS UNDER THIS LIMITED<\/p>\n\n\n\n
WARRANTY WILL BE (I) REPLACEMENT OF DEFECTIVE MEDIA AND\/OR (II) AT STUDIO SOS\u2019S OPTION, REPAIR,<\/p>\n\n\n\n
REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF THE SOFTWARE, IN BOTH CASES SUBJECT TO THE<\/p>\n\n\n\n
CONDITION THAT ANY ERROR OR DEFECT CONSTITUTING A BREACH OF THIS LIMITED WARRANTY IS<\/p>\n\n\n\n
REPORTED TO THE APPROVED SOURCE SUPPLYING THE SOFTWARE TO CUSTOMER WITHIN THE WARRANTY<\/p>\n\n\n\n
PERIOD. STUDIO SOS OR THE APPROVED SOURCE SUPPLYING THE SOFTWARE TO CUSTOMER MAY, AT ITS<\/p>\n\n\n\n
OPTION, REQUIRE RETURN OF THE SOFTWARE AND\/OR DOCUMENTATION AS A CONDITION TO THE REMEDY.<\/p>\n\n\n\n
IN NO EVENT DOES STUDIO SOS WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT CUSTOMER WILL BE<\/p>\n\n\n\n
ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS. IN ADDITION, DUE TO THE<\/p>\n\n\n\n
CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, STUDIO SOS<\/p>\n\n\n\n
DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE<\/p>\n\n\n\n
SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.<\/p>\n\n\n\n
RESTRICTIONS. THIS WARRANTY DOES NOT APPLY IF THE SOFTWARE, PRODUCT OR ANY OTHER<\/p>\n\n\n\n
EQUIPMENT UPON WHICH THE SOFTWARE IS AUTHORIZED TO BE USED (A) HAS BEEN ALTERED, EXCEPT BY STUDIO SOS OR ITS AUTHORIZED REPRESENTATIVE, (B) HAS NOT BEEN INSTALLED, OPERATED, REPAIRED, OR MAINTAINED IN ACCORDANCE WITH INSTRUCTIONS SUPPLIED BY STUDIO SOS, (C) HAS BEEN SUBJECTED TO ABNORMAL PHYSICAL OR ELECTRICAL STRESS, ABNORMAL ENVIRONMENTAL CONDITIONS, MISUSE,<\/p>\n\n\n\n
NEGLIGENCE, OR ACCIDENT; OR (D) IS LICENSED FOR BETA, EVALUATION, TESTING OR DEMONSTRATION PURPOSES. THE SOFTWARE WARRANTY ALSO DOES NOT APPLY TO (E) ANY TEMPORARY SOFTWARE MODULES; (F) ANY SOFTWARE NOT POSTED ON STUDIO SOS\u2019S SOFTWARE CENTER; (G) ANY SOFTWARE THAT STUDIO SOS EXPRESSLY PROVIDES ON AN \u201cAS IS\u201d BASIS ON STUDIO SOS\u2019S SOFTWARE CENTER; (H) ANY SOFTWARE FOR WHICH AN APPROVED SOURCE DOES NOT RECEIVE A LICENSE FEE; AND (I) SOFTWARE SUPPLIED BY ANY THIRD PARTY WHICH IS NOT AN APPROVED SOURCE.<\/p>\n\n\n\n
DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL<\/p>\n\n\n\n
EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING,<\/p>\n\n\n\n
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY,<\/p>\n\n\n\n
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY,<\/p>\n\n\n\n
NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A<\/p>\n\n\n\n
COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO<\/p>\n\n\n\n
THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY STUDIO SOS,<\/p>\n\n\n\n
ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE<\/p>\n\n\n\n
EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND\/OR WARRANTY IS LIMITED<\/p>\n\n\n\n
IN DURATION TO THE EXPRESS WARRANTY PERIOD REFERRED TO IN THE \u201cLIMITED<\/p>\n\n\n\n
WARRANTY\u201d SECTION ABOVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT<\/p>\n\n\n\n
ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE<\/p>\n\n\n\n
LIMITATION MAY NOT APPLY IN SUCH STATES. THIS WARRANTY GIVES CUSTOMER<\/p>\n\n\n\n
SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY<\/p>\n\n\n\n
FROM JURISDICTION TO JURISDICTION. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF<\/p>\n\n\n\n
THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE.<\/p>\n\n\n\n
DISCLAIMER OF LIABILITIES \u2013 LIMITATION OF LIABILITY. IF YOU ACQUIRED THE SOFTWARE IN THE<\/p>\n\n\n\n
UNITED STATES, LATIN AMERICA, CANADA, JAPAN OR THE CARIBBEAN,<\/p>\n\n\n\n
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL<\/p>\n\n\n\n
LIABILITY OF STUDIO SOS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,<\/p>\n\n\n\n
SUPPLIERS AND LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT,<\/p>\n\n\n\n
TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT<\/p>\n\n\n\n
EXCEED THE PRICE PAID BY CUSTOMER TO ANY APPROVED SOURCE FOR THE<\/p>\n\n\n\n
SOFTWARE THAT GAVE RISE TO THE CLAIM OR IF THE SOFTWARE IS PART OF ANOTHER<\/p>\n\n\n\n
PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT. THIS LIMITATION OF LIABILITY<\/p>\n\n\n\n
FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR<\/p>\n\n\n\n
MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).<\/p>\n\n\n\n
IF YOU ACQUIRED THE SOFTWARE IN EUROPE, THE MIDDLE EAST, AFRICA, ASIA OR<\/p>\n\n\n\n
OCEANIA, NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY,<\/p>\n\n\n\n
ALL LIABILITY OF STUDIO SOS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,<\/p>\n\n\n\n
SUPPLIERS AND LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT,<\/p>\n\n\n\n
TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT<\/p>\n\n\n\n
EXCEED THE PRICE PAID BY CUSTOMER TO STUDIO SOS FOR THE SOFTWARE THAT GAVE RISE<\/p>\n\n\n\n
TO THE CLAIM OR IF THE SOFTWARE IS PART OF ANOTHER PRODUCT, THE PRICE PAID<\/p>\n\n\n\n
FOR SUCH OTHER PRODUCT. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS<\/p>\n\n\n\n
CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL<\/p>\n\n\n\n
NOT ENLARGE THIS LIMIT). NOTHING IN THE AGREEMENT SHALL LIMIT (I) THE LIABILITY<\/p>\n\n\n\n
OF STUDIO SOS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS<\/p>\n\n\n\n
AND LICENSORS TO CUSTOMER FOR PERSONAL INJURY OR DEATH CAUSED BY THEIR<\/p>\n\n\n\n
NEGLIGENCE, (II) STUDIO SOS\u2019S LIABILITY FOR FRAUDULENT MISREPRESENTATION, OR (III)<\/p>\n\n\n\n
ANY LIABILITY OF STUDIO SOS WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.<\/p>\n\n\n\n
DISCLAIMER OF LIABILITIES \u2013 WAIVER OF CONSEQUENTIAL DAMAGES AND OTHER LOSSES. IF YOU<\/p>\n\n\n\n
ACQUIRED THE SOFTWARE IN THE UNITED STATES, LATIN AMERICA, THE CARIBBEAN OR<\/p>\n\n\n\n
CANADA, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS<\/p>\n\n\n\n
ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL STUDIO SOS OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE<\/p>\n\n\n\n
THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE<\/p>\n\n\n\n
SOFTWARE OR OTHERWISE AND EVEN IF STUDIO SOS OR ITS SUPPLIERS OR LICENSORS HAVE<\/p>\n\n\n\n
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR<\/p>\n\n\n\n
JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR<\/p>\n\n\n\n
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.<\/p>\n\n\n\n
IF YOU ACQUIRED THE SOFTWARE IN JAPAN, EXCEPT FOR LIABILITY ARISING OUT OF OR<\/p>\n\n\n\n
IN CONNECTION WITH DEATH OR PERSONAL INJURY, FRAUDULENT<\/p>\n\n\n\n
MISREPRESENTATION, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN<\/p>\n\n\n\n
FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL STUDIO SOS, ITS<\/p>\n\n\n\n
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS<\/p>\n\n\n\n
BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS<\/p>\n\n\n\n
INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,<\/p>\n\n\n\n
INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE<\/p>\n\n\n\n
THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE<\/p>\n\n\n\n
SOFTWARE OR OTHERWISE AND EVEN IF STUDIO SOS OR ANY APPROVED SOURCE OR THEIR<\/p>\n\n\n\n
SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.<\/p>\n\n\n\n
IF YOU ACQUIRED THE SOFTWARE IN EUROPE, THE MIDDLE EAST, AFRICA, ASIA OR<\/p>\n\n\n\n
OCEANIA, IN NO EVENT WILL STUDIO SOS, ITS AFFILIATES, OFFICERS, DIRECTORS,<\/p>\n\n\n\n
EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE FOR ANY LOST REVENUE,<\/p>\n\n\n\n
LOST PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF<\/p>\n\n\n\n
CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE<\/p>\n\n\n\n
DAMAGES, HOWSOEVER ARISING , INCLUDING, WITHOUT LIMITATION, IN CONTRACT,<\/p>\n\n\n\n
TORT (INCLUDING NEGLIGENCE) OR WHETHER ARISING OUT OF THE USE OF OR<\/p>\n\n\n\n
INABILITY TO USE THE SOFTWARE, EVEN IF, IN EACH CASE, STUDIO SOS, ITS AFFILIATES,<\/p>\n\n\n\n
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, HAVE BEEN<\/p>\n\n\n\n
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR<\/p>\n\n\n\n
JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR<\/p>\n\n\n\n
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT FULLY APPLY TO YOU. THE<\/p>\n\n\n\n
FOREGOING EXCLUSION SHALL NOT APPLY TO ANY LIABILITY ARISING OUT OF OR IN<\/p>\n\n\n\n
CONNECTION WITH: (I) DEATH OR PERSONAL INJURY, (II) FRAUDULENT<\/p>\n\n\n\n
MISREPRESENTATION, OR (III) STUDIO SOS\u2019S LIABILITY IN CONNECTION WITH ANY TERMS THAT<\/p>\n\n\n\n
CANNOT BE EXCLUDED UNDER APPLICABLE LAW.<\/p>\n\n\n\n
CUSTOMER ACKNOWLEDGES AND AGREES THAT STUDIO SOS HAS SET ITS PRICES AND ENTERED INTO THE<\/p>\n\n\n\n
AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET<\/p>\n\n\n\n
FORTH HEREIN, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE<\/p>\n\n\n\n
RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS),<\/p>\n\n\n\n
AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.<\/p>\n\n\n\n
CONTROLLING LAW, JURISDICTION. IF YOU ACQUIRED, BY REFERENCE TO THE ADDRESS ON THE PURCHASE<\/p>\n\n\n\n
ORDER ACCEPTED BY THE APPROVED SOURCE, THE SOFTWARE IN THE UNITED STATES, LATIN AMERICA,<\/p>\n\n\n\n
OR THE CARIBBEAN, THE AGREEMENT AND WARRANTIES (\u201cWARRANTIES\u201d) ARE CONTROLLED BY AND<\/p>\n\n\n\n
CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA,<\/p>\n\n\n\n
NOTWITHSTANDING ANY CONFLICTS OF LAW PROVISIONS; AND THE STATE AND FEDERAL COURTS OF<\/p>\n\n\n\n
CALIFORNIA SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY CLAIM ARISING UNDER THE AGREEMENT OR<\/p>\n\n\n\n
WARRANTIES. IF YOU ACQUIRED THE SOFTWARE IN CANADA, UNLESS EXPRESSLY PROHIBITED BY LOCAL<\/p>\n\n\n\n
LAW, THE AGREEMENT AND WARRANTIES ARE CONTROLLED BY AND CONSTRUED UNDER THE LAWS OF THE<\/p>\n\n\n\n
PROVINCE OF ONTARIO, CANADA, NOTWITHSTANDING ANY CONFLICTS OF LAW PROVISIONS; AND THE<\/p>\n\n\n\n
COURTS OF THE PROVINCE OF ONTARIO SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY CLAIM ARISING<\/p>\n\n\n\n
UNDER THE AGREEMENT OR WARRANTIES. IF YOU ACQUIRED THE SOFTWARE IN EUROPE, THE MIDDLE<\/p>\n\n\n\n
EAST, AFRICA, ASIA OR OCEANIA (EXCLUDING AUSTRALIA), UNLESS EXPRESSLY PROHIBITED BY LOCAL LAW,<\/p>\n\n\n\n
THE AGREEMENT AND WARRANTIES ARE CONTROLLED BY AND CONSTRUED UNDER THE LAWS OF ENGLAND,<\/p>\n\n\n\n
NOTWITHSTANDING ANY CONFLICTS OF LAW PROVISIONS; AND THE ENGLISH COURTS SHALL HAVE<\/p>\n\n\n\n
EXCLUSIVE JURISDICTION OVER ANY CLAIM ARISING UNDER THE AGREEMENT OR WARRANTIES. IN ADDITION,<\/p>\n\n\n\n
IF THE AGREEMENT IS CONTROLLED BY THE LAWS OF ENGLAND, NO PERSON WHO IS NOT A PARTY TO THE<\/p>\n\n\n\n
AGREEMENT SHALL BE ENTITLED TO ENFORCE OR TAKE THE BENEFIT OF ANY OF ITS TERMS UNDER THE<\/p>\n\n\n\n
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999. IF YOU ACQUIRED THE SOFTWARE IN JAPAN, UNLESS<\/p>\n\n\n\n
EXPRESSLY PROHIBITED BY LOCAL LAW, THE AGREEMENT AND WARRANTIES ARE CONTROLLED BY AND<\/p>\n\n\n\n
CONSTRUED UNDER THE LAWS OF JAPAN, NOTWITHSTANDING ANY CONFLICTS OF LAW PROVISIONS; AND THE<\/p>\n\n\n\n
TOKYO DISTRICT COURT OF JAPAN SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY CLAIM ARISING UNDER<\/p>\n\n\n\n
THE AGREEMENT OR WARRANTIES. IF YOU ACQUIRED THE SOFTWARE IN AUSTRALIA, UNLESS EXPRESSLY<\/p>\n\n\n\n
PROHIBITED BY LOCAL LAW, THE AGREEMENT AND WARRANTIES ARE CONTROLLED BY AND CONSTRUED<\/p>\n\n\n\n
UNDER THE LAWS OF THE STATE OF NEW SOUTH WALES, AUSTRALIA, NOTWITHSTANDING ANY CONFLICTS<\/p>\n\n\n\n
OF LAW PROVISIONS; AND THE STATE AND FEDERAL COURTS OF NEW SOUTH WALES SHALL HAVE<\/p>\n\n\n\n
EXCLUSIVE JURISDICTION OVER ANY CLAIM ARISING UNDER THE AGREEMENT OR WARRANTIES. IF YOU<\/p>\n\n\n\n
ACQUIRED THE SOFTWARE IN ANY OTHER COUNTRY, UNLESS EXPRESSLY PROHIBITED BY LOCAL LAW, THE<\/p>\n\n\n\n
AGREEMENT AND WARRANTIES ARE CONTROLLED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF<\/p>\n\n\n\n
CALIFORNIA, UNITED STATES OF AMERICA, NOTWITHSTANDING ANY CONFLICTS OF LAW PROVISIONS; AND<\/p>\n\n\n\n
THE STATE AND FEDERAL COURTS OF CALIFORNIA SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY CLAIM<\/p>\n\n\n\n
ARISING UNDER THE AGREEMENT OR WARRANTIES.<\/p>\n\n\n\n
FOR ALL COUNTRIES REFERRED TO ABOVE, THE PARTIES SPECIFICALLY DISCLAIM THE APPLICATION OF THE<\/p>\n\n\n\n
UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. NOTWITHSTANDING THE<\/p>\n\n\n\n
FOREGOING, EITHER PARTY MAY SEEK INTERIM INJUNCTIVE RELIEF IN ANY COURT OF APPROPRIATE<\/p>\n\n\n\n
JURISDICTION WITH RESPECT TO ANY ALLEGED BREACH OF SUCH PARTY\u2019S INTELLECTUAL PROPERTY OR<\/p>\n\n\n\n
PROPRIETARY RIGHTS. IF ANY PORTION HEREOF IS FOUND TO BE VOID OR UNENFORCEABLE, THE REMAINING<\/p>\n\n\n\n
PROVISIONS OF THE AGREEMENT AND WARRANTIES SHALL REMAIN IN FULL FORCE AND EFFECT. EXCEPT AS<\/p>\n\n\n\n
EXPRESSLY PROVIDED HEREIN, THE AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE<\/p>\n\n\n\n
PARTIES WITH RESPECT TO THE LICENSE OF THE SOFTWARE AND DOCUMENTATION AND SUPERSEDES ANY<\/p>\n\n\n\n
CONFLICTING OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER OR ELSEWHERE, ALL OF WHICH<\/p>\n\n\n\n
TERMS ARE EXCLUDED. THE AGREEMENT HAS BEEN WRITTEN IN THE ENGLISH LANGUAGE, AND THE PARTIES<\/p>\n\n\n\n
AGREE THAT THE ENGLISH VERSION WILL GOVERN.<\/p>\n","protected":false},"excerpt":{"rendered":"
TERMS OF SALE AND SOFTWARE LICENSE AGREEMENT These Terms of Sale and Software License Agreement (\u201cTerms of Sale\u201d) are entered into by and between the STUDIO SOS entity described in the following paragraphs (\u201cSTUDIO SOS\u201d) and you (\u201cCustomer\u201d), for Products and Services, unless STUDIO SOS and Customer enter into or have entered into another agreement […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":[],"_links":{"self":[{"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/pages\/80"}],"collection":[{"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/comments?post=80"}],"version-history":[{"count":2,"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/pages\/80\/revisions"}],"predecessor-version":[{"id":90,"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/pages\/80\/revisions\/90"}],"wp:attachment":[{"href":"https:\/\/eserviceinvoice.com\/index.php\/wp-json\/wp\/v2\/media?parent=80"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}