SECTION 1. DEFINITIONS
General information
“DataTile Platform”
means the software (including firmware, middleware, applications, APIs, web
widgets,code and related algorithms, models and methodologies, files, documentation)
that performs thecalculations for data analysis, reporting and representation of
results. DataTile Ltd. owns all IntellectualProperty Rights on the DataTile
Platform;
“Account”
shall mean registered private access to DataTile Platform with assigned username and
password;
“Agreement”
means this license agreement together with Tariff plans listed on the Web-site and
all Orders executed by the Parties;
“Business Day”
means Monday to Friday, with the exception of any day that banks in Cyprus are
closed for regular business;
“DataTile Improvement”
means any improvement, modification, translation, update, upgrade, new version of
DataTile Platform, as well as enhancement or other derivative work;
“Website”
means Licensor’s website https://www.datatile.eu/ to be used for
procuring of licenses to DataTile Platform and to access DataTile Platform;
“Personal profile”
means a webpage on the Website, where Licensee may place Orders, track Order status
and otherwise manage their license(s);
“Order”
shall mean order of the Licensee to procure i) license(s) to use DataTile Platform;
or ii) Additionalservices;
“Documentation”
means all standard functional and technical specifications, technical requirements,
usermanuals, diagrams, file descriptions, and similar written materials relating to
the DataTile Platform;
“Effective Date”
shall mean the date on which this Agreement is executed by Licensor and Licensee;
"End User"
means any person of the Licensee or Licensee’s clients to be granted with access to
the DataTile Platform via Accounts;
“Error”
means any failure of the DataTile Platform to function properly or conform in all
material respects to its Documentation;
“Force Majeure Event”
means any circumstances beyond the reasonable control of a Party (and unknownto such
Party at the date of this Agreement) including but not limited to acts of God, fire,
explosion, adverse weather, flood, terrorism, civil commotion, war and riots; For
avoidance of doubt, any failure of the Licensor’s subcontractors shall not be
considered as a Force Majeure Event;
“Intellectual Property Rights”
means all DataTile proprietary rights, licenses, title and interest in any
intellectual property rights including (but not limited to) industrial property
rights, trademarks (registered orunregistered), rights in invention, service marks,
patents, copyrights, design rights, database rightsregistered, designs and know-how,
algorithms, APIs, databases, diagrams, formulae, inventions (whether or not
patentable), configurations and architectures, processes and workflows, proprietary
information,protocols, specifications, software code programs languages and codes
rights (in any form, includingsource code, and executable or object code),
subroutines, techniques, user interfaces, URLs, (whether or not embodied in any
tangible form and including all tangible embodiments of the foregoing, such as
instruction manuals, prototypes, notebooks, samples, studies and summaries)
subsisting in certain or all countries throughout the World;
“Licensee Data”
means (i) any data, uploaded and used together with the DataTile Platform by
Licensee or End Users, (ii) aggregated information, usage and traffic data, names
and addresses, passwords, registration information, and cookie information related
to the DataTile Platform; (iii) any reports and data calculations, produced by the
DataTile Platform;
“Term of Agreement”
shall have the meaning set forth in Subsection 7.1;
“Term of License”
shall have the meaning set forth in Subsection.
SECTION 2. LICENSE
2.1. Procurement of License.
In order to procure a license to use DataTile Platform You (hereinafter
alsoreferenced as the “Licensee”) need to do the following sequence of steps:
a)
to complete registration procedure on the Website;
b) to fill in information on
the Licensee;
c) to choose Tariff plan based on described capacities and limits;
d) to complete and check Order to be generated on the Website based on Your
input;
e) to ensure that this Agreement together with Order(s) are fully
executed
by the Licensee;
f) to pay all fees under Order(s) accordingly.
2.2. Grant of License.
Provided that You fully comply with obligations under this Agreement, You shall be
granted with a non-exclusive, non-transferable, limited license to use1 DataTile
Platform preinstalled on the servers of the Licensor or in cloud platforms in
accordance with the capacities and limits associated with chosen Tariff plan. You
are also entitled to provide access to the DataTile Platform to the End Users via
created Accounts subject to limitations of the Tariff plan.
1
“Use” shall mean the ability to create Accounts of any type, access and display the
DataTile Platform in order to produce analytical reports and data calculations.
2.3. Delivery.
The Licensor shall deliver to the Licensee the information and unique registration
link, which will allow the Licensee to create an Account and to access the
preinstalled production instance of the DataTile Platform. The access to the
DataTile Platform will be granted within terms and/or subject to conditions,
specified in the Order (the “Delivery date").
2.4. The Term of License.
The Term of License begins on the Delivery date and shall terminate upon expiration
of 12-month period. The Term of License can be extended by placing of a new Order
(steps d),e), f) of the Subsection 2.1.) subject to Tariff plan that will be in
effect as of the day of such Order placement.
The Licensee may also opt in for autorenewal of the License. In which case
Website may deduct applicable License fee from the Licensee’s credit card (if
applicable) or create an invoice and deliver it to the Licensee for settlement. Once
the payment is complete the License shall be deemed as renewed forthe same period.
2.5. License Restrictions.The Licensee shall not be entitled to
make any changes to the DataTile Platform, including but not limited to reverse
engineer, decompile, or disassemble the DataTile Platform.
2.6. Form of use.
The Licensee agrees to use the DataTile Platform only according to the Documentation
and to the terms and conditions of the Agreement. The Documentation existing as of
the Effective date is deemed acceptable for the Licensee. Notwithstanding the
foregoing the Licensor may amend the Documentation based on the updates made to the
DataTile Platform which will be binding for the Licensee immediately upon publishing
of such Documentation on the Website or delivery of the Documentation to the
Licensee’s email address.
2.7. Improvements.
The Licensee acknowledges that the Licensor is under no obligation to create any
Improvements to the DataTile Platform. If the Licensor independently creates or
develops any Improvements to the DataTile Platform during the Term of License,
Licensor shall license or offer the Licensee access to such DataTile Improvements at
such time as those Improvements were created ordeveloped, but in all cases, free of
any fees or charges, shall deliver any such Improvements to the Licensee. For the
avoidance of doubt, such DataTile Improvements shall be deemed as the DataTile
Platform for the purposes of this Agreement and licensed to the Licensee pursuant to
the License grantedin Subsection 2.2.
2.8. Technical Support.During the Term of License, the Licensor
shall continue to provide or cause to beprovided Error rectification with respect to
the DataTile Platform (“Technical support”). In the event the Licensee discovers
Errors in the DataTile Platform which cause the software not to operate in material
conformance to the Documentation, the Licensee shall submit to the Licensor a
written report, via Licensor's helpdesk portal on the Website, describing the nature
of such Errors in sufficient detail to permit the Licensor to reproduce and/or
correct such Errors. Upon receipt of any such written reports, the Licensor agrees
to use its best efforts to respond to the reported Errors at the latest within three
Business days and prepare an update or patch program in a timely manner to correct
such Errors as early as practicably possible.
2.9. Additional Services.The Licensor may furnish to the Licensee
additional services as the Licensee may request from time to time, including
services relating to the DATATILE Platform customization, further modifications,
data management, training of employees etc. (the "Additional Services").
The provision of such Additional Services shall be governed by the relevant
invoice or statement of work (shall the parties agree that statement of work is
needed to describe the scope of services). The Licensor shall perform such
Additional Services in a timely, diligent, and workmanlike manner, and with the
highest professional standards of companies who perform comparable services. This
Agreement shall not commit the Licensee to purchase Additional Services unless and
until and Order is placed and acceptedby the Licensor. In case of any conflict
between the provisions of Order and this Agreement, the provisions of this Agreement
shall prevail.
SECTION 3. CONSIDERATION
3.1. Consideration for Grant of Rights.
In consideration for the use of the DataTile Platform theLicensee shall pay the
Licensor the non-refundable license fee calculated based on the executed Order
within terms specified therein (the “License fee”).
3.2. Extension of the License capacities.
The Licensee shall use the DataTile Platform only within capacities described in the
Order. Should the Licensee exceed prescribed capacities, the Licensee becomes due to
pay additional License fee based on the rates to be specified in Tariff plans
3. Cost of services.The total cost of Additional services shall be
set forth in each respective invoice agreed between the Parties. Any out-of-pocket
expenses incurred in connection with the additional services for which the Licensor
seeks reimbursement must be approved in advance by the Licensee and shall be
reasonable, documented, and invoiced to the Licensee without mark-up.
3.4. Payments.All payments under this Agreement shall be made net
of fees and charges by wiretransfer to the Licensor's bank account, identified by
the Licensor in an Order or invoice generated on the Website. All payments must be
made in the same currency as stated in the respective invoice. Any applicable taxes
and levies, are not included in the aforesaid consideration. Licensee will make all
payments of amounts due under this Agreement to Licensor free and clear of, and
without reduction for, any withholding taxes, bank fees or charges.
Unless otherwise stated in respective Order, the Licensee undertakes to pay
raised invoices within ten (10) days upon receipt of an invoice. Any payments by the
Licensee that are not paid on or before the date such payments are due under this
Agreement shall bear interest at a rate of 3% per annum.
SECTION 4. INTELLECTUAL PROPERTY AND OWNERSHIP OF THE DataTile PLATFORM, GOODWILL
4.1. Ownership of the DataTile Platform.The
Licensee acknowledges the ownership of the DataTilePlatform in the Licensor, agrees
that it will do nothing inconsistent with such ownership and that all use of the
DataTile Platform by the Licensee shall inure to the benefit of the Licensor. The
Licensee agrees that nothing in this Agreement shall give the Licensee any right,
title or interest in the DataTile Platform other than the right to use the DataTile
Platform in accordance with this Agreement and the Licensee agrees that it will not
attack or impair the title of the Licensor to the DataTile Platform or attack the
validity of this Agreement.
4.2. Goodwill.
The Licensee recognizes the value of the goodwill associated with the DataTile
Platform, and acknowledges that the DataTile Platform and all Intellectual Property
Rights therein and goodwill pertaining thereto shall be solely owned by the
Licensor.
4.3. Infringement proceedings.
The Licensee shall notify the Licensor immediately of any information it obtains
concerning any third party's infringement on the DataTile Platform right or other
proprietary rightof the Licensor with respect to the DataTile Platform and the
Licensor shall notify the Licensee immediately of any information it obtains
concerning any third party's infringement on the DataTile Platform right or other
proprietary right of the Licensor with respect to the DataTile Platform that
Licensor reasonably believes might affect the Licensee's rights under this
Agreement. The Licensee shall, at its own expense, take such steps as it may
consider necessary or desirable to protect its and/or theLicensor’s rights under
this Agreement.
SECTION 5. WARRANTY, LIMITATION OF LIABILITY
5.1. Licensee Warranties.
The Licensee represents and warrants that:
(a) it is duly organized and validly
existing under the laws of its domicile;
(b) it has the full right, power, and
authority, including all necessary governmental authorizations and other approvals,
to enter into and perform its obligations under this Agreement;
(c) the
representative putting his or her signature on this Agreement or otherwise accepting
this Agreement has been duly authorized by all necessary action;
(d) that all
information filled in on the Website in regard of the Licensee is true and accurate;
(e) this Agreement, upon its execution by the legal representatives/authorized
representatives of the Parties, shall come into full force and have binding forces
upon the Parties;
(f) it will comply with all applicable laws, rules and
regulations, including applicable privacy and data protection laws while using the
DataTile Platform;
(g) each and every End User having access to the DataTile
Platform will comply with conditions of this Agreement prescribed to the Licensee.
5.2. Licensor Warranties.
The Licensor represents and warrants that:
(a) it is duly organized and validly
existing under the laws of its domicile;
(b) it has the full right, power, and
authority, including all necessary governmental authorizations, licenses, and other
approvals, to grant the rights and licenses described in this Agreement, free and
clear of any and all claims, rights, and obligations of Third Parties;
(c) the
representative putting his or her signature on this Agreement or otherwise accepting
thisAgreement has been duly authorized by all necessary action;
(d) it is the
owner of the DataTile Platform and the owner of related Intellectual Property
Rights, and that as of the Effective Date Licensor has not received any written
notice from a third partythat the DataTile Platform infringes or misappropriation,
any patent, trademark, copyright, trade secret or other Intellectual Property Rights
or proprietary rights;
(e) it will comply with all applicable laws, rules and
regulations, including applicable privacy and data protection laws;
(f) the
DataTile Platform does not and shall not, infringe the Intellectual Property Rights
of any third party, and no consent of any third party is necessary for the
performance of the parties' rights and obligations under this Agreement;
(g)
this
Agreement shall not conflict with any third-party agreements of the Licensor;
(h)
The Licensee shall have no obligation to pay any third-party fees, royalties, or
other payments for Licensee’ use of any third-party software in accordance with the
terms of this Agreement;
(i) this Agreement, upon its execution by the legal
representatives/authorized representatives of the Parties, shall come into full
force and have binding forces upon the Parties.
5.3. Limitation of Liability.
The Parties agree to indemnify the other Party from and against all claims and
resulting liabilities, losses, damages, costs and expenses of any kind, including
reasonable attorneys’ fees, initiated by or on behalf of third parties that are not
affiliated with or related to the Indemnitee to the extent arising out of any breach
or violation by the Indemnitor of its representations and warranties or other terms
of this Agreement. The total and aggregate liability of a Party if any, arising out
of or in anyway related to this Agreement shall not exceed the License fee actually
paid by the Licensee for up to twelve (12) months prior to rise of a respective
claim. In no event shall the Licensor be liable for any indirect, incidental,
punitive, special or consequential damages including, without limitation, loss of
profits,arising out of, or in connection with, this Agreement whether or not such
party was advised of thepossibility of such damage and whether based in breach of
contract, tort or any other theory at law or in equity.
5.4. Disclaimer of Warranties.
The Warranties set forth herein by the Licensor are limited warranties and are the
only Warranties made by the Licensor. Except as may set forth herein the DataTile
Platform is licensed “as is” without warranty of any kind. The Licensor does not
warrant that the DataTile Platform is Error-free or its use will be uninterrupted.
The Licensor expressly disclaims, and hereby expressly waives all other warranties,
expressed or implied, including, without limitation, warranties of merchantability,
warranties arising from course of dealing or course of performance.
SECTION 6. EVENTS OF DEFAULT AND REMEDIES
6.1. Events of Default.
The Parties acknowledge and agree that the following shall constitute events of
default (“Events of Default”) and that the occurrence of one (1) or more of such
Events of Default shall constitute a material breach of this Agreement, which shall
allow a Party, as applicable, to seek the rights and remedies set forth in this
Subsection:
(a) Either Party's material breach of any warranty or other terms of
this Agreement, provided that such breach, if curable, is not cured within fifteen
(15) calendar days following receipt of written notice of such failure;
(b)
Failure of a Party to perform any other material obligations under this Agreement,
provided that such failure is not cured within fifteen (15) calendar days following
receipt of written notice of such
failure;
(c) Licensee’s failure to comply
with conditions, set forth in Subsections 2.1., 2.2., 2.5., 2.6.
6.2. Rights and Remedies of the Licensor upon Default of the Licensee.
Upon occurrence of an Event of Default by or with respect to the Licensee, the
Licensor shall be entitled to any of the following remedies:
(a) terminate this
Agreement subject to the term of Section 7; and/or
(b) seek to recover damages
from Licensee; and/or
(c) exercise the right of self-help including stopping the
technical support or disabling the DataTile Platform or blocking access to it
without following the dispute resolution procedure and without creation of back-up
files.
6.3. Rights and Remedies of the Licensee upon Default of the
Licensor.Upon occurrence of an Event of Default by or with respect to
the Licensor, the Licensee shall be entitled to any of the following remedies:
(a) terminate this Agreement subject to the term of Section 7; and/or
(b) seek
to
recover damages from the Licensor.
SECTION 7. TERM AND TERMINATION
7.1. Term of Agreement.
This Agreement has been duly executed by their authorized
representatives as of
the Effective Date and shall be in full effect until all obligations under executed
Orders are fulfilled.
7.2. Termination for cause.
This Agreement and all rights and licenses granted hereunder may beterminated:
(a) By either Party by delivery of a respective termination notice with immediate
effect if the other Party becomes bankrupt, or is the subject of proceedings for
liquidation or dissolution, or ceases to carry on business, subject to applicable
mandatory law;
(b) By the Non-Affected Party if the consequences of an Event of
Force Majeure (as defined below) excuse performance hereunder for a period in excess
of thirty (30) days;
(c) By the non-breaching Party in the following
circumstances: a Party is in material breach of the terms or conditions of this
Agreement and such breach is not cured by such breaching Party within thirty (30)
days after receipt of written notice of such breach from a non-breaching Party, then
the non-breaching Party may at any time after expiry of such period, terminate this
Agreement with immediate effect;
(d) By the Licensor if there is unauthorized
use
of Licensor's Intellectual Property Rights that is attributable to the Licensee's
actions, actions of End Users and that is not attributable to the Licensor's
actions. The Agreement is deemed to be terminated immediately upon delivery of
arespective termination notice;
(e) By the Licensor by delivery of a respective
termination notice with immediate effect if theLicensee fails to settle all fees and
expenses, payable to the Licensor under this Agreement,overdue period is equal or
more than thirty (30) calendar days.
7.3.
The Parties may terminate this Agreement by mutual consent upon such terms as they
may agree inwriting.
7.4. Effect of termination.
Sections/Subsections 1., 3., 4.1., 4.2., 5., 7.4., 8., 10., and any payment
obligations that have accrued under this Agreement but have not been paid to the
Licensor as of the date of termination, shall survive the termination of this
Agreement according to their terms. Upon the termination of this Agreement pursuant
to this Subsection 7.2., all amounts then due and unpaid by the Licensee hereunder,
as well as all other amounts accrued but not yet payable by the Licensee at that
time, shall become immediately due and payable to the Licensor. Upon termination of
this Agreement, the Licensee agrees to (i) promptly delete all Licensee Data from
the DataTile Platform; (ii) discontinue all useof the DataTile Platform. All rights
in the DataTile Platform and the goodwill connected therewith shall remain the
property of the Licensor upon termination. The Licensee retains all right, title and
interest inand to all Licensee Data. If the Agreement is terminated, then all
Licensee’s Orders for Additional services (if any) will be terminated accordingly.
SECTION 8. CONFIDENTIALITY
8.1."Confidential Information" shall mean all
information relating to the Intellectual Property Rights and business practices of
either Party including, without limitation: (i) the terms of this Agreement,
Licensee Data, information relating to research and development, tools, techniques,
methodologies, processes, lessons learned, models, know-how, algorithms,
specifications, computer programs and software; and (ii) business plans, financial
information, products, services, costs, sources of supply, strategic, advertisingand
marketing plans, customer lists, pricing methods, project proposals, personnel, and
business relationships, including, without limitation, any information relating to
the business or Intellectual PropertyRights of either Party.
8.2.Neither Party receiving Confidential Information from the other
Party shall (i) use Confidential Information received from the other Party under
this Agreement for any purpose other than to fulfill its obligations under this
Agreement; (ii) disclose such Confidential Information to any third party, except
for those of its employees with a need to know the information in order to perform
their obligations hereunder, and provided that they are made aware of and agree to
be bound by the obligations of confidentiality contained herein or are bound by a
similar written agreement containing terms regarding confidentiality that are at
least as strict as those set forth herein. The receiving Party further agrees to use
the same degree of care in safeguarding the Confidential Information as it uses for
its own information, but in no event, less than a reasonable degree of care. The
confidentiality obligations herein shall survive any expiration or termination of
this Agreement. Each Party acknowledges that unauthorized disclosure of the other
Party’s Confidential Information would cause irreparable harm to the other Party,
and would entitle the other Party to seek injunctive relief upon disclosure or
threatened disclosure, without a requirement to prove irreparable harm or the
posting of a bond.
8.3.
The obligation of confidentiality, however, shall not apply to information which:
(i) is at the time of receipt or dissemination, or thereafter becomes, generally
available to the public other than through abreach of this Agreement by the
receiving Party; (ii) the receiving Party possessed at the time of receipt thereof
from the disclosing Party, and was not acquired from the disclosing Party; (iii) is
acquired or rightfully received without confidential limitation by the receiving
Party from a third party; (iv) isindependently developed by the receiving party
without using or reference to the disclosing Party Confidential Information; or (v)
is required to be disclosed pursuant to court order or applicable law, provided that
the receiving party first gives the disclosing Party reasonable notice of such court
order or law and an opportunity to oppose or attempt to limit such production. If
the disclosing party is unable to obtain a protective order or other appropriate
remedy with respect to such disclosure of Confidential Information, then the
receiving party will disclose only that portion of the Confidential Information
necessary to ensure compliance with such legal requirement.
8.4.The receiving Party will advise the disclosing Party
immediately of any known or suspected breach or threat of breach of this Agreement,
or of any unauthorized disclosure of Confidential Information, and will cooperate
with the disclosing Party to regain possession of the Confidential Information and
prevent its further unauthorized use or disclosure.
8.5.Upon termination of this Agreement or at the disclosing Party’s
earlier written request, the receiving Party shall at disclosing Party’s option
either: (i) return disclosing Party’s Confidential Information, in whatever form
held by the receiving Party, or (ii) certify in a writing signed by a duly
authorized officer or representative of the receiving Party that such Confidential
Information, in whatever form held, has been destroyed. The Parties acknowledge,
however, that
a) Confidential Information provided in electronic format (e.g.
e-mail) may be copied by the receiving Party as part of its normal back-up
procedures and assuch copies cannot be destroyed or returned to the disclosing Party
each party agrees that it shall not access or utilize such copies following receipt
of a request to return or destroy Confidential Information received from the
disclosing Party other than for restore purposes and shall delete any Confidential
Information following such restore and
b) the receiving Party may retain one
copy
of the Confidential Information in its legal archive solely for the purpose of
determining its obligations hereunder.
8.6. The Licensor understands and acknowledges that the Licensee
may (i) manage, modify, maintainand update data and information related to any
business activity of the Licensee or End Users for use with (or resulting from use
of) the DataTile Platform, and (ii) generate, manage, modify, maintain and update
such Licensee Data. Licensee Data shall be treated as Licensee Confidential
Information, and the Licensee shall retain all right, title and interest in and to
all Licensee Data. Notwithstanding the foregoing, the Licensee agrees that the
Licensor will have access to Licensee Data comprising aggregated statistics relating
to the usage of the DataTile Platform and (such as types and quantity of registered
accounts, statistical information about the types of calculations being performed,
for the purpose of calculation of License fees as well as for the purpose of
improving the performance of the DataTile Platform). Such Licensee’s Data may be
stored by the Licensor during and after expiration of the License Term for the
audit, taxation, accounting and other related purposes.
SECTION 9. FORCE MAJEURE
9.1.
Subject to the provisions of this Section, neither Party shall be liable to the
other for any delay or failure to perform any of its obligations under this
Agreement caused by a Force Majeure Event.
9.2.
A Party seeking relief under this Section (“Affected Party”) must as soon as
practicable (and in any event within three (3) Business Days after it became aware
that a Force Majeure Event has caused or is likely to cause such delay or failure)
notify the other Party in writing ("Non-Affected party") of the Force Majeure Event,
the date of its occurrence and its likely duration.
9.3.The Affected Party shall notify the Non-Affected Party in
writing if at any time it becomes aware of any further information relating to the
Force Majeure Event.
9.4.
If the Force Majeure Event specified in the notice continues for a period of more
than 30 days the Non-Affected Party may, at any time after expiry of such period,
terminate this Agreement with immediate effect.
SECTION 10. DISPUTE RESOLUTION
10.1. Venue.
All disputes, controversies or differences which may arise between the parties, out
of or in relation to or in connection with this Agreement, or for the breach
thereof, which have not been settled amicably in good faith by the Parties shall be
finally settled by arbitration in Cyprus, Nicosia in accordance with the Cyprus
arbitration rules. The award rendered by the arbitrator(s) shall be final and
binding upon both parties concerned. The number of arbitrators shall be three. The
seat, or legal place, of arbitration shall be Nicosia, Cyprus. The language to be
used in the arbitral proceedings shall be English.
10.2. Governing Law.
This Agreement shall be governed by the laws of Cyprus without regard to itsconflict
of law principles.
SECTION 11. MISCELLANEOUS
11.1. Assignment and transfer.This Agreement will
be binding upon and will inure to the benefit of the parties and their permitted
successors and assigns, provided that either Party shall not assign or transferthis
Agreement without the express prior written consent of the other Party.
11.2. Independent contractors.The Licensor is an independent
contractor of, and not an employee, agent or authorized representative of, the
Licensee. No agency, partnership, joint venture, employer-employee relationship, or
other business combination between the Parties is intended orcreated by this
Agreement. The Licensor will be responsible for payment and/or withholding of all
income, social security, unemployment compensation, worker’s compensation, and other
employment related taxes pertaining to the Licensor and its employees, and the
Licensee will have no such responsibilities, nor will the Licensee be responsible
for any health, life, disability or other benefits for the Licensor or its
employees.
11.3. No Exclusivity.Each Party shall carry out its commitments
under this Agreement in a manner that reflects favorably upon the good name and
goodwill of the other Party. The Parties agree that the commitments under this
Agreement are not exclusive and either Party may enter into similar agreements with
third parties, including either Party's competitors.
11.4. Amendments.
Except as otherwise provided herein, any amendment or modification to this Agreement
shall be subject to the friendly negotiations between the Parties and shall not take
effect unless the Parties have executed a written agreement with respect thereto.
11.5.
In case any provision in this Agreement is held illegal, invalid or unenforceable,
the legality, validity or enforceability of the remaining provisions herein shall
not be affected or prejudiced in any aspect thereby.
11.6.
This Agreement together with respective Order(s) and Tariff plans contains the
entire agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written, of
any nature whatsoever with respect to the subject matter hereof. The express terms
hereof control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof.
11.7. Notices.
Except as otherwise provided herein, all notices and other communications under this
Agreement shall be given in writing to the parties at the addresses appearing in
this Agreement, or to such other address specified in writing to the notifying Party
after the date of this Agreement and shall be deemed given on the date delivered in
person, or on the next business day following delivery to a reputable overnight
courier for next day delivery, or on the third business day following mailing by
certified mail, return receipt requested. For this purpose, each day is a “business
day” that is not a Saturday, Sunday or national holiday.
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