VERIVO SOFTWARE, INC.

SOFTWARE LICENSE AGREEMENT

 This Software License Agreement (“Agreement”) is made by and between the company, entity or individual (“Licensee”) being granted the license by Verivo Software, Inc. (“Verivo”) to use the Software, as defined below, and Verivo.

IMPORTANT – READ CAREFULLY:  THIS AGREEMENT IS A BINDING LEGAL DOCUMENT BETWEEN VERIVO AND LICENSEE, WHICH EXPLAINS LICENSEE’S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE SOFTWARE (AS DEFINED BELOW).  VERIVO LICENSES ITS SOFTWARE TO LICENSEE ON THE ABSOLUTE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.

Upon Your checking the box below, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Software, (i) You certify that You have read this Agreement in its entirety and understand it completely, (ii) You represent and warrant that You have the right, power and authority to act on behalf of and bind Licensee in connection with its acceptance of this Agreement, and (iii) You accept this Agreement on behalf of Licensee (e.g., Licensee is Your employer), and (iv) Licensee further acknowledges that it is legally bound by this Agreement (and Licensee agrees to act in a manner consistent with this Agreement) or, if there is no such entity for which You are authorized to act, You accept this Agreement on behalf of Yourself as an individual and acknowledge that You are legally bound by this Agreement.  You may not accept this Agreement on behalf of Licensee unless You are an employee or other agent of Licensee with the right, power and authority to act on behalf of Licensee.

“You” or “Your” refers to either the individual or entity that registered with Verivo for the licensing of the Software, and has checked the box below to accept the terms of this Agreement.

If You are unwilling to accept this Agreement, or You do not have the right, power and authority to act on behalf of and bind Licensee, DO NOT CHECK THE BOX BELOW AND DO NOT INSTALL, DOWNLOAD, ACCESS OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE SOFTWARE.

From time to time, Verivo may modify this Agreement, including any referenced policies and other documents. Any modified version will be effective at the time it is posted at http://www.verivo.com/legal-software-license-agreement. To keep abreast of your license rights and relevant restrictions, please bookmark this Agreement and read it periodically. By using the Software after such modifications have been made to this Agreement, Licensee agrees to all such modifications.

1.     DEFINITIONS.

1.1.  “Documentation” means the user guides, user manuals, videos and associated user documentation provided by Verivo in connection with the Software.

1.2.  “Order Form” means the separate ordering document or e-commerce transaction which describes the particular Software programs, applications or modules being licensed pursuant to this Agreement, along with Software support, related fees, and other terms and conditions.

1.3.  “Maintenance” means Updates and Upgrades provided by Verivo.

1.4.   “Software” means the Verivo software program(s), applications or modules (including Updates and Upgrades), licensed hereunder and identified in an applicable Order Form and includes Documentation.

1.5.  “Supplement” means computer programs which are compatible with the Software and which supplement the Software, but which (i) contain material new features and/or computer programs not included in Updates, Upgrades or new versions of the Software; (ii) are priced and offered to the Verivo’s general customer base separately as optional additions to the Software; or (iii) are not made available to Verivo’s similarly situated customers without separate charges.

1.6.  “Update” means an update, fix, correction, addition to or other modification of the Software which is issued primarily for the purpose of rectifying errors or improving the manner in which the Software performs its functions as set out in its Documentation, and which is made available to Verivo’s customers as part of the Maintenance for such Software.

1.7.  “Upgrade” means an upgrade, new release or new version of the Software, or part thereof, which is issued primarily for the purpose of providing changed or additional functionality or features.

2.     USE OF THE SOFTWARE.

2.1.  LICENSE GRANT.   Subject to Licensee’s complete compliance with the terms and conditions of this Agreement and any other terms and conditions set forth in the applicable Order Form, Verivo grants to Licensee a personal, non-exclusive, non-sub-licensable, non-assignable, non-transferable license to use the Software solely for Licensee’s internal business purposes in the quantity and for the length of time specified in the applicable Order Form.

2.2.  FREE TRIAL SOFTWARE.  This paragraph applies to any Software that Verivo makes available on a free trial basis (“Free Trial Software”). Licensee may only use the Free Trial Software for internal evaluation purposes for the period specified by Verivo to access the Free Trial Software. After the free trial period, Licensee must delete all copies of the Free Trial Software. Licensee acknowledges that Free Trial Software may not be fully functional. Notwithstanding anything else in this Agreement, Verivo provides no warranty, indemnity or support for any Free Trial Software.

2.3.  OPEN SOURCE SOFTWARE.

The Software may contain or be provided with components subject to the terms and conditions of Open Source Software licenses. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including any provisions governing access to source code, modification or reverse engineering. For the purposes of this Agreement, “Open Source Software” means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU’s Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the BSD License; and (f) the Apache License.

2.4.  MAINTENANCE.

Licensee is entitled to Maintenance for the Software for the period of time specified in an applicable Order Form and such Maintenance shall be included in the cost of the Software for term licenses.  Perpetual licenses shall be subject to additional fees for Maintenance.  Use of any Update or Upgrades with or in place of the Software shall be fully governed by and subject to the terms of this Agreement relating to the use of the Software.  All copies of any portion of the Software replaced by an Update or Upgrade shall be destroyed or returned to Verivo.  If Licensee requires Verivo’s assistance in implementing and installing such Updates or Upgrades, such services may be provided by Verivo pursuant to a separate professional services agreement agreed upon by the parties.

2.5.  SUPPLEMENTS.

From time to time, Verivo may make Supplements available. Should Licensee desire such Supplements, Licensee may be charged additional fees.

2.6.  RESTRICTIONS. 

All rights in and to the Software not expressly granted to Licensee herein are retained by Verivo. In furtherance and not in limitation of the foregoing, Licensee agrees to the following restrictions: (A) Licensee shall not reproduce, prepare derivative works based upon, distribute copies of, or sell the Software; (B) Licensee shall not assign, sublicense, lease, transfer, or rent the Software; (C) Licensee shall not use the Software for third-party training, commercial time-sharing, or service bureau use; and (D) Licensee shall not permit any third party to access the Software.  Notwithstanding the provisions of clause (D) herein, a third party may access the Software solely for the performance of services for Licensee for Licensee’s internal business use, provided that: (i) prior to such access, Licensee shall cause such third party to agree in writing to protection of “Confidential Information” and Verivo’s proprietary rights no less restrictive than the protection set forth in this Section 2, Section 3 (“Proprietary Rights”) and Section 8 (“Confidentiality”); and (ii)  Licensee shall be responsible for and assumes all liability for the actions of such third party.

3.     PROPRIETARY RIGHTS. 

3.1.  OWNERSHIP.  Verivo retains title to and ownership of, and all other rights with respect to, the Software and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents and other intellectual property rights.  Licensee has only the limited licenses granted with respect to the Software expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise.  Licensee acknowledges and agrees that the Software is licensed, not sold.

3.2.  MARKINGS.  Licensee shall not alter or remove any patent, copyright, trademark, trade secret, proprietary, and/or other notices contained on or in copies of the Software or Documentation. Licensee shall reproduce all such notices on or in all copies of the Software and Documentation made by Licensee.

3.3.  NO REVERSE ENGINEERING.  Licensee shall not modify the Software.  Licensee shall not cause or permit de-compilation, disassembly, or reverse engineering of the Software, except to the extent expressly permitted by applicable law despite this prohibition (and then only upon advance notice to Verivo).

3.4.  REPORTING OF VIOLATIONS.  Licensee shall promptly report to Verivo any actual or suspected violation of this Section 3 and shall take all reasonable further steps requested by Verivo to prevent or remedy any such violation. Licensee shall take appropriate action by instruction or agreement with its employees and any third parties with access to the Software to satisfy its obligations under this Section 3.

 4.     LIMITED WARRANTY AND DISCLAIMER.

4.1.   LIMITED WARRANTY.  Verivo warrants that, as of the date on which the Software is made available to Licensee and for ninety (90) days thereafter (“Warranty Period”), the Software will, in all material respects, provide the general features and perform the functions described in the Documentation.  Verivo’s entire liability and Licensee’s exclusive remedy during the Warranty Period (“Limited Warranty”) will be, at Verivo’s option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the license fees, if any, paid by Licensee and terminate this Agreement and/or the license specific to such non-performing Software, or part thereof.  Such refund is subject to the prior return of the Software, and any and all archived copies thereof, to Verivo, or with Verivo’s consent, the destruction of all copies of the Software and provision to Verivo of written proof of such destruction of the Software.  Verivo shall have no obligation or other liability with regard to any noncompliance with the limited warranty set forth above that is caused, in whole or in part by: (a) modifications or alterations to the Software made by Licensee; (b) use of the Software by Licensee other than as permitted herein; (c) the negligence or willful misconduct of Licensee; or (d) Licensee’s implementation or installation of the Software other than in accordance with instructions furnished by Verivo.  THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS.  LICENSEE MAY HAVE ADDITIONAL LEGAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION.  VERIVO DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

4.2.    DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, VERIVO PROVIDES THE SOFTWARE (INCLUDING ANY MAINTENANCE) “AS IS” AND  “AS AVAILABLE”, AND HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, VERIVO MAKES NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (A) THE USE OF THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS, OR (C) ERRORS OR DEFECTS WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERIVO MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO, AND ASSUMES NO LIABILITY FOR, ANY FREE TRIAL SOFTWARE. IN ADDITION, VERIVO SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF VERIVO. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD.

5.     LIMITATION OF LIABILITY.

5.1.  MAXIMUM LIABILITY. EXCLUDING VERIVO’S DAMAGES INCURRED IN CONNECTION WITH LICENSEE’S INDEMNITY OBLIGATIONS IN SECTIONS 6  OR LICENSEE’S BREACH OF ANY LICENSE OR USE RESTRICTIONS IN SECTIONS 2 OR 3, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE AND CUMULATIVE LIABILITY OF EITHER PARTY TO THIS AGREEMENT UNDER ANY PROVISION OF THIS AGREEMENT, AND THE OTHER PARTY’S EXCLUSIVE REMEDY HEREUNDER, SHALL BE LIMITED TO THE LESSER OF THE ACTUAL DAMAGES SUCH PARTY INCURS IN CONNECTION WITH SUBJECT CLAIMS HEREUNDER AND THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE TO WHICH SUCH CLAIMS RELATE, DEPRECIATED ON A THREE-YEAR STRAIGHT LINE BASIS.

5.2.  OTHER DISCLAIMERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR LICENSEE’S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO SOFTWARE, IN NO EVENT SHALL EITHER PARTY (OR THEIR RESPECTIVE THIRD PARTY SUPPLIERS/LICENSORS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUE) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. LICENSEE SPECIFICALLY UNDERSTANDS AND AGREES THAT VERIVO (ON BEHALF OF ITSELF AND ITS THIRD PARTY SUPPLIERS/LICENSORS) DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO LOSS, LOSS OF USE OR CORRUPTION OF ANY LICENSEE DATA (OR OTHER DATA LICENSEE MAY PROVIDE) AND THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE GOODS.

5.3.  Failure of Essential Purpose. The parties agree that the limitations specified in this Section 5 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

6.     LICENSEE INDEMNITY.  Licensee agrees to defend, indemnify and hold Verivo, its affiliates and their respective directors, officers, agents, employees, successors, and assigns (collectively, the “Verivo Indemnitees”) harmless from and against any and all liabilities, losses, damages, claims, suits, and expenses, including without limitation reasonable attorneys’ fees, of whatever kind and nature imposed upon, incurred by or asserted against the Verivo Indemnitees relating to or arising out of a breach or alleged breach by Licensee of Section 2 (“Use of the Software”) or Section 3 (“Proprietary Rights”). Licensee shall pay all costs and damages finally awarded against the Verivo Indemnitees in such an action provided that Verivo gives Licensee prompt written notice of such claim, reasonable assistance and sole authority to defend and settle such claim. Licensee shall pay Verivo’ reasonable expenses associated with providing such assistance.

7.     IP INDEMNITY. 

7.1.  Subject to the remainder of this Section 7, Verivo will defend, indemnify and hold Licensee harmless against a claim  that Licensee’s use of the Software (as delivered by Verivo) infringes a United States or European Union patent or registered copyright (“Claim”), and will pay those damages and costs finally awarded against Licensee by a court of competent jurisdiction, or agreed to in writing by Verivo as settlement, as a result of such Claim, provided that Verivo is (i) promptly notified and furnished a copy of such Claim, (ii) given all relevant evidence in Licensee’s possession, custody or control, and (iii) given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement. Verivo will have no obligation to defend and no liability for any damages or costs if: (i) Licensee has used the Software in combination with any non-Verivo product, software or equipment; (ii) Licensee’s use of the Software is not in compliance with this Agreement or is in a manner or for an application other than that for which it was designed or intended to be used, regardless of whether Verivo was aware of or had been advised of such use; (iii) there have been modifications made to the Software by any person or entity other than Verivo; or (iv) there are other circumstances or occurrences that are covered in Licensee’s indemnification obligations in Section 6.

7.2.  If the Software becomes, or in the opinion of Verivo may become, the subject of a Claim, Verivo may, at its option and in its discretion: (i) procure for Licensee the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) terminate Licensee’s right to continue using the Software and refund, in the case of Software, any license fees related to this Software paid by Licensee (depreciated on a three-year straight line basis).

7.3.  This Section 7 states the sole liability of Verivo and the exclusive remedy of Licensee for any infringement of intellectual property rights in connection with the Software provided by Verivo under this Agreement.

8.     CONFIDENTIALITY.

8.1.  Confidential Information.  Licensee and Verivo may have access to information that is confidential to one another (“Confidential Information”). Confidential Information shall be limited to information marked as confidential or with any other restricted use legend, except that no such legend shall be required in the case of information obtained by or disclosed to the receiving party if the circumstances under which such information was obtained or disclosed were such that a reasonable person would know that the information should be treated as Confidential Information of the other party.  In addition, the Software, or any portions thereof, shall be the Confidential Information of Verivo.

8.2.  Confidential Information; Exceptions. A party’s Confidential Information shall not include information which the other party can demonstrate: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure hereunder and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party without breach of this Agreement and without reference to the disclosing party’s Confidential Information.

8.3.  Restrictions on Use and Disclosure.  Each party agrees not to (i) disclose the other’s Confidential Information to any third party nor (ii) use the other’s Confidential Information for any purpose other than as required or allowed under this Agreement. The restrictions in this Section 8 shall survive for a period of five (5) years after the termination or expiration of this Agreement, except that such non-disclosure period shall be perpetual in the case of the Software, or any portions thereof and any of the other party’s Confidential Information that is a trade secret of the other party.

8.4.  Return of Confidential Information. Upon written request from either party, the other party shall promptly return any of the requesting party’s Confidential Information (and all copies thereof) to the requesting party.

9.     TERM AND TERMINATION. 

Either party may terminate this Agreement upon written notice to the other in the event neither party has further obligations under this Agreement or any applicable Order Form.  In addition, either party may terminate this Agreement upon written notice to the other in the event the other party defaults in any material obligation in this Agreement, including the obligation to pay non-disputed fees, and does not cure such default within thirty (30) days after receiving written notice thereof from the non-defaulting party.  Upon termination, Licensee will promptly return the Software and any and all archived copies thereof to Verivo, or at Verivo’s election, destroy all copies of the Software and provide Verivo written proof of destruction within ten (10) days of the termination.

10.  LICENSE CERTIFICATIONS AND AUDITS.  Upon Verivo’s written request, Licensee will provide Verivo with a signed certification certifying that the Software is only being used in accordance with the terms of this Agreement, including any access and user limitations pursuant to an applicable Order Form. With prior notice of no less than ten (10) days, Verivo (or its authorized agent) may audit the use of the Software by Licensee, provided such audit is during Licensee’s regular business hours. Licensee will provide reasonable assistance and access to information in the course of any audit. Licensee is responsible for such audit costs in the event the audit reveals that Licensee’s use of the Software is not in accordance with the permitted scope of use hereunder. In the event that any certification or audit reveals that Licensee has exceeded its permitted authorized use, Verivo may invoice Licensee for any past or ongoing use in excess of the permitted scope and Licensee will pay the invoice in accordance with the fees and payment in the applicable Order Form. This remedy is without prejudice to any other remedies available to Verivo at law or equity or under this Agreement.

11.  U.S. GOVERNMENT RESTRICTED RIGHTS.  The Software is commercial computer software. If the Licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

12.  EXPORT CONTROLS.  If the Software is acquired by Licensee in the United States, Licensee acknowledges that the Software is subject to U.S. export jurisdiction and agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. In any case, the import and export of any Software may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed import and export and for obtaining any needed authorization. Licensee agrees not to export, directly or indirectly, any Software (or any direct Software thereof) from any country in violation of applicable laws.

 13.  GENERAL.

13.1.      NOTICES.    Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail, postal service, or a delivery service (such as UPS, FedEx or DHL), except that Licensee may not provide notice to Verivo of a Verivo breach or provide notice of termination of this Agreement by electronic mail.  Notices from Verivo to Licensee will be effective (a) in the case of notices by email, one (1) day after sending to the email address provided to Verivo, or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to Verivo.  Licensee hereby consents to service of process being effected on Licensee by registered mail sent to the address or email address provided by Licensee when Licensee registered with Verivo.  Notices from Licensee to Verivo will be effective (a) in the case of notices by email, one (1) day after sending to (and receipt by Verivo at) legal@verivo.com, or (b) in the case of notices by mail or delivery service, when received by Verivo at Verivo Software, Inc., 1000 Winter Street, Waltham, MA 02451, USA, Attention: Legal Department.

13.2.      GOVERNING LAW AND JURISDICTION.  This Agreement and all resulting claims and/or counterclaims shall be governed, construed, enforced, and performed in accordance with the laws of the Commonwealth of Massachusetts, USA, without reference and/or regard to its conflict of laws principles.  Each party hereby submits to the exclusive jurisdiction of the courts of Massachusetts and hereby waives any objections to venue with respect to actions brought in such courts.

13.3.      NO ASSIGMENT; INSOLVENCY.  Licensee may not assign this Agreement or any rights hereunder (whether by purchase of stock or assets, merger, change of control, operation of law, or otherwise) without Verivo’s prior written consent, which may be withheld in Verivo’s sole and absolute discretion, and any purported assignment by Licensee will be void.  In the context of any bankruptcy or similar proceeding, this Agreement is and will be treated as an executory contract of the type described by Section 365(c)(1) of Title 11 of the United States Code and may not be assigned without Verivo’s prior written consent, which may be withheld in Verivo’s sole and absolute discretion.

13.4.      SEVERABILITY.  If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.  The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction.

13.5.      WAIVER.  No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted.  No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.

13.6.      LANGUAGE.  The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.

13.7.      CONSTRUCTION.  Ambiguities in this Agreement will not be construed against the drafter.

13.8.      FORCE MAJEURE.  Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.

13.9.      ENTIRE AGREEMENT.  This Agreement and the Order Form constitute the entire agreement between the parties (and merges and supersedes any prior or contemporaneous agreements, discussions, communications, agreements, representations, warranties, advertising or understandings) with respect to the subject matter hereof.  The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement.  Terms stipulated by Licensee in any communication by Licensee which purport to vary this Agreement or such other terms will be void and of no effect unless agreed in a writing signed by an authorized representative of Verivo.  Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of Verivo.

Verivo Software License Agreement v.2013-07