MAP University EULA

Software and Copyrighted Content 

End User License Agreement

1. • Definitions. For purposes of this Agreement, the following terms have the following meanings:
    

2. • License Grant and Scope. Subject to and conditioned upon Licensee's payment of the Fees and Licensee's compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 16(e)), license, during the Term and solely by and through its Authorized Users, to:
    
   1. Download, copy, and install in accordance with the Documentation one (1) copy of the MAP Software on each of the number of computers set forth on the Order Form owned or leased, and controlled by, Licensee. Unless the Order Form expressly states that Licensee is purchasing a network license, each such computer shall be for a single Authorized User.  In addition to the foregoing, Licensee has the right to make one copy of the MAP Software solely for archival purposes and one copy of the MAP Software solely for backup purposes, provided that Licensee shall not, and shall not allow any Person to, install, or use any such copy other than if and for so long as the copy installed in accordance with the preceding sentence is inoperable and, provided, further, that Licensee uninstalls and otherwise deletes such inoperable copy(ies). All copies of the MAP Software made by the Licensee:
      1. will be the exclusive property of the Licensor;
      2. will be subject to the terms and conditions of this Agreement; and 
      3. must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
   2. Use and run the MAP Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee's internal business purposes. Such use is permitted only on the computer on which the MAP Software is installed, at the physical location thereof and not via any remote access or other network. 
   3. Download or otherwise make one (1) copy of the Documentation and use such Documentation, solely in support of its licensed use of the MAP Software in accordance herewith. All copies of the Documentation made by Licensee:
      1. will be the exclusive property of Licensor;
      2. will be subject to the terms and conditions of this Agreement; and 
      3. must include all Intellectual Property Rights notices contained in the original.
   4. Download, copy, install in accordance with the Documentation, and use for the purposes set forth herein, one (1) copy of the MAP Copyrighted Content per Authorized User. Unless the Order Form expressly states that Licensee is purchasing a network license, each such copy of the MAP Copyrighted Content shall be for a single Authorized User.  All copies of the MAP Copyrighted Content made by the Licensee:
      1. will be the exclusive property of the Licensor;
      2. will be subject to the terms and conditions of this Agreement; and 
      3. must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
3. • Third-Party Materials. The MAP Software may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.
    
   • Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
    
   1. use, including make any copies of, the MAP Software, Documentation, or MAP Copyrighted Content, beyond the scope of the license granted under 2;
   2. provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the MAP Software, Documentation, or MAP Copyrighted Content;
   3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the MAP Software, Documentation, or MAP Copyrighted Content, or any part thereof;
   4. combine the MAP Software or any part thereof with, or incorporate the MAP Software or any part thereof in, any other programs;
   5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the MAP Software or any part thereof;
   6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the MAP Software, Documentation, or MAP Copyrighted Content, including any copy thereof;
   7. except as expressly set forth in Section 2(a) and Section 2(c), copy the MAP Software, Documentation, or MAP Copyrighted Content, in whole or in part;
   8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the MAP Software, or any features or functionality of the MAP Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
   9. use the MAP Software, Documentation, or MAP Copyrighted Content, in violation of any law, regulation, or rule; or
   10. use the MAP Software, Documentation, or MAP Copyrighted Content for purposes of competitive analysis of the MAP Software, the development of a competing software product or service, the development of a competing presentation or business consulting and educational service, or any other purpose that is to the Licensor's commercial disadvantage.
4. • Responsibility for Use of MAP Software and MAP Copyrighted Content. Licensee is responsible and liable for all uses of the MAP Software, Documentation, and MAP Copyrighted Content, through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the MAP Software, Documentation, and MAP Copyrighted Content by Licensee’s Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the MAP Software, Documentation, and/or MAP Copyrighted Content, whether such access or use is permitted by or in violation of this Agreement.
    
   • Compliance Measures.
    
   1. The MAP Software and/or MAP Copyrighted Content may contain technological copy protection or other security features designed to prevent unauthorized use of the MAP Software and/or MAP Copyrighted Content, including features to protect against any use of the MAP Software and/or MAP Copyrighted Content that is prohibited under 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
   2. On an annual basis, and otherwise on Licensor's written request, Licensee shall conduct a review of its and its Authorized Users use the MAP Software and/or MAP Copyrighted Content and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance:
      1. Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance.
      2. If Licensee's use of the MAP Software and/or MAP Copyrighted Content exceeds the number of copies or Authorized Users permitted under the license, Licensor shall have the remedies set forth in Section 6(d).
   3. During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the MAP Software and/or MAP Copyrighted Content to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than ten (10) business days’ prior notice to Licensee, and (ii) no more than one (1) audit may be conducted in any twelve (12) month period except for good cause shown. Licensor also may, in its sole discretion, audit Licensee's systems within twelve (12) months after the end of the Term to ensure Licensee has ceased use of the MAP Software and MAP Copyrighted Content, and removed all copies of the MAP Software and MAP Copyrighted Content from such systems as required hereunder. The Licensee shall reasonably cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information, and personnel, including machine IDs, serial numbers, and related information.  Licensor may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the Licensee's business operations.
   4. If any of the measures taken or implemented under this 6 determines that the Licensee's use of the MAP Software and/or MAP Copyrighted Content exceeds or exceeded the use permitted by this Agreement then:
      1. Licensee shall, within thirty (30) days following the date of Licensor's written notification thereof, pay to Licensor the retroactive Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 6.1(d)(iii), obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the MAP Software and/or MAP Copyrighted Content shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).
      2. If the use exceeds or exceeded the use permitted by this Agreement by more than ten percent (10%), Licensee shall also pay to Licensor, within thirty (30) days following the date of Licensor's written request therefor, Licensor's costs incurred in conducting the audit.
      3. If the use exceeds or exceeded the use permitted by this Agreement by more than twenty percent (20%), Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee.

7. • Maintenance and Support.
    
   1. Subject to Section 7(c), the license granted hereunder entitles Licensee to the software maintenance and support services described from time to time on Licensor's website located at https://mapconsulting.com
      1. for one (1) year following the date set forth on the Order Form; and
      2. thereafter, solely if Licensee purchases additional support services.

2. Maintenance and support services will include provision of Updates. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed MAP Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that Licensor may provide all Updates via download from a website designated by Licensor and that Licensee's receipt thereof will require an internet connection, which connection is Licensee's sole responsibility. Licensor has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the MAP Software that Licensor may issue as a separate or new product, and Licensor may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.
3. Licensor reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Licensee's registration of the copy of MAP Software for which support is requested. Licensor has no obligation to provide maintenance and support services, including Updates:
   1. for any but the most current Version or release of the MAP Software; 
   2. for any copy of MAP Software for which all previously issued Updates have not been installed;
   3. if Licensee is in breach under this Agreement; or
   4. for any Software that has been modified other than by, or with the authorization of, Licensor, or that is being used with any hardware, software, configuration, or operating system not specified in the Documentation.

8. • Collection and Use of Information.
    
   1. Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the MAP Software and about equipment on which the MAP Software is installed or through which it otherwise is accessed and used, through: 
      1. the provision of maintenance and support services; and
      2. security measures included in the Software as described in 6.
   2. Licensee agrees that the Licensor may use such information for any purpose related to any use of the MAP Software by Licensee or on Licensee's equipment, including but not limited to:
      1. improving the performance of the MAP Software or developing Updates; and 
      2. verifying Licensee's compliance with the terms of this Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in and to the MAP Software and/or MAP Copyrighted Content. 
9. • Intellectual Property Rights. Licensee acknowledges and agrees that the MAP Software, Documentation, and MAP Copyrighted Content are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the MAP Software, Documentation, or MAP Copyrighted Content under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the MAP Software, Documentation, and MAP Copyrighted Content, and all Intellectual Property Rights arising out of or relating to the MAP Software, Documentation, and MAP Copyrighted Content except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all MAP Software, Documentation, and MAP Copyrighted Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor's Intellectual Property Rights in the MAP Software, Documentation, and/or MAP Copyrighted Content and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
    
10. Payment. All Fees are payable in advance in the manner set forth in the Order Form and are non-refundable, except as may be expressly set forth herein. Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.
11. • Term and Termination.
     
    1. This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form or until earlier terminated as set forth herein (the "Term").
    2. Licensee may terminate this Agreement by ceasing to use and destroying all copies of the MAP Software, Documentation, and MAP Copyrighted Content. 
    3. Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after Licensor provides written notice thereof.
    4. Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
    5. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the MAP Software, Documentation, and MAP Copyrighted Content. No expiration or termination shall affect Licensee's obligation to pay all Licensee Fees and Support Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case except as set forth in Section 12.1(c)(ii).
12. • Limited Warranties, Exclusive Remedy, and Disclaimer/Warranty Disclaimer.
     
    1. Solely with respect to Software for which Licensor receives a License Fee, Licensor warrants that, for a period of one-hundred-and-eighty (180) days following the license date set forth on the Order Form:
       1. the MAP Software will substantially contain the functionality described in the Documentation, and when properly installed on a computer meeting the specifications set forth in, and operated in accordance with, the Documentation, will substantially perform in accordance therewith.

2. The warranties set forth in Section 12(a)(i) and Section 12(a)(ii) will not apply and will become null and void if Licensee breaches any material provision of this Agreement, or if Licensee, any Authorized User, or any other Person provided access to the MAP Software by Licensee or any Authorized User, whether or not in violation of this Agreement:
   1. installs or uses the MAP Software on or in connection with any hardware or software not specified in the Documentation;
   2. modifies or damages the MAP Software, including abnormal physical or electrical stress; or
   3. misuses the MAP Software, including any use of the MAP Software other than as specified in the Documentation.
3. If, during the period specified in Section 12(a), any MAP Software covered by the warranty set forth in such Section fails to perform substantially in accordance with the Documentation, and such failure is not excluded from warranty pursuant to the Section 12(b), Licensor will, subject to Licensee's promptly notifying Licensor in writing of such failure, at its sole option, either:
   1. repair or replace the MAP Software, provided that Licensee provides Licensor with all information Licensor reasonably requests to resolve the reported failure, including sufficient information to enable the Licensor to recreate such failure; or
   2. refund the Fees paid for such Software, subject to Licensee's ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the MAP Software, Documentation, and MAP Copyrighted Content.

4. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(a), THE MAP SOFTWARE, DOCUMENTATION, AND MAP COPYRIGHTED CONTENT ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE MAP SOFTWARE,  DOCUMENTATION, AND MAP COPYRIGHTED CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED MAP SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

13. • Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
     
    1. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE MAP SOFTWARE, DOCUMENTATION, AND/OR MAP COPYRIGHTED CONTENT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR (i) THE MAP SOFTWARE OR (ii) UP TO TWELVE (12) MONTHS OF THE SPECIFIC SERVICES, THAT IS OR ARE THE SUBJECT OF THE CLAIM. 
    3. THE LIMITATIONS SET FORTH IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
14. • Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the MAP Software to, or make the MAP Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the MAP Software available outside the US.
     
    • US Government Rights. Each of the Documentation and the MAP Software is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the MAP Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
     
    • Miscellaneous.
     
    1. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Los Angeles and County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
    2. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, pandemic, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power facilities.
    3. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 16(c)).
    4. This Agreement, together with the Order Form, all annexes, schedules, and exhibits attached hereto, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
    5. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor's prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 16(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    7. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    8. Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, orders for a preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
    9. In the event that any claim, suit, action, or proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
    10. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    11. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for nor bind the other party in any manner whatsoever.
    12. For purposes of this Agreement, (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
    13. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.