SOFTWARE LICENSE AGREEMENT TERMS OF SERVICE.
License Grant. Subject to the terms and conditions contained herein, Company grants to the Subscriber a limited, nonexclusive, nontransferable, nonassignable, nonsublicensable license to use the Software, related documentation, and the proprietary information as specified, for the number of computer workstations and for a minimum, auto-renewing term of one year, unless otherwise agreed to in writing by Company. Subscriber will use the Software in conjunction with hardware and other software that conforms to minimum specifications established by Company. The Company may amend these specifications at any time. Subscriber is responsible for maintaining third-party software.
Licensing Restrictions. Subscriber will not through itself, or through any affiliate, agent, or third party: (i) install or use the Software on any computer workstations that have not been licensed; (ii) allow any person other than its employees and independent contractors (the “Authorized Users”) to access or use the Software or the Documentation; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code or underlying ideas, algorithms, structure or organization from the Software or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Software, including without limitation any such mechanism used to restrict or control the functionality of the Software (except that the foregoing provision will not apply to the extent that such activities may not be prohibited under applicable law); (iv) sell, lease, license, sublicense, distribute or otherwise provide to any third Party or any other person the Software in whole or in part; (v) modify or create derivative works of the Software; (vi) use the Software except as specifically permitted under this Agreement; (vii) use the Software to provide processing services to any third Party or otherwise use the Software on a service bureau basis; (viii) encumber or cause any lien or security interest on the Software; and (ix) knowingly take any action that would cause the Software to be placed in the public domain. Subscriber will promptly notify Company of any unauthorized use, disclosure, reproduction or distribution of the Software which comes to Subscriber’s attention or which Subscriber reasonably suspects. Further, (ix) if Subscriber makes Software customizations that are not performed by the Company’s professional services team or a third party approved by Company, Company reserves the right to refuse to provide Software support to Subscriber due to such unauthorized Software changes.
Third Party Software. The Software includes components developed by Company as well as components licensed by Company from third parties (each, a “Third Party” and collectively, the “Third Parties”) under both open source and proprietary licenses (each, a “Third Party License”). Subscriber’s failure to comply with these Third Party Licenses will constitute a breach of this Agreement. To the extent a Third Party License conflicts with the terms of this Agreement, the terms of that Third Party License will control but only with respect to the portions of the Software that are subject to that Third Party License and nothing in this Agreement will be deemed to replace or amend any Third Party License.
FEES AND PAYMENT.
Subscription Fee and Payment. Subscriber will pay Company a fee (the “Subscription Fee”) for Maintenance and Support commencing on the Effective Date or date of signing or electronic acceptance of this Agreement. Monthly Subscription Fee payments are via Credit Card only and will be automatically charged on the due date. For Annual Payment Schedules, the Company shall accept credit card, check, or ACH transfers. Customer hereby agrees that the Initial Subscription Term shall be for a minimum of one year. Customer agrees that the Initial Subscription Term and Subscription Fee is non-cancelable and non-refundable. Customer agrees to pay Company for the Subscription Fee regardless of its use or non-use of the Software, Maintenance and Support, or the termination or attempted termination of the Subscription or Agreement. Returns of the application may be granted within thirty (30) days of date of purchase. A full refund of the software license will be issued. Actual time spent (human resources) on implementation, training, professional services, or technical support is non-refundable.
The amount of technical support time provided with each maintenance plan is finite. When Customer has depleted their allotted time, a replacement bank of time will be automatically added to Customer account and Customer will be charged accordingly at the designated rate. Terms of service are subject to change and available at www.StoneEdge.com.
Processing Costs. In the process of collecting the Subscription Fee, Company may incur costs such as automated clearing house or ACH fees, domestic and international credit card fees, domestic and international wire transfer fees, foreign exchange fees, overdrawn account fees, fees for exceeding credit card limits and other similar costs (collectively, “Processing Costs”). Subscriber agrees that Company may, at its sole discretion, invoice the Subscriber for actual Processing Costs if the Processing Costs exceed industry standards or are in Company’s view otherwise unreasonable. Returned check charges of $35.00 will apply to all returned checks or ACH charges.
Taxes. The License Fee for the Software, as well as Maintenance and Support, does not include any excise, sales, use or other taxes, tariffs or duties that may be applicable for the Maintenance and Support Services. When Company has the legal obligation to collect such taxes, tariffs or duties, the amount of such taxes, tariffs and duties will be invoiced to Subscriber and Subscriber will pay such amount unless Subscriber provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments by Subscriber for the Maintenance and Support Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Company will be Subscriber’s sole responsibility. Subscriber will provide Company with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Company to establish that such taxes have been paid.
RECORDS AND AUDITS.
Subscriber shall maintain accurate records necessary to verify the number of Subscription users and other compliance parameters. Upon Company’s or its third party appointee’s written request, Subscriber shall provide Company or its third party appointee with such records within ten (10) days. If Subscriber has more users than Subscriber has paid for, Subscriber shall immediately pay the applicable fees for such additional users, commencing on the Effective Date, in addition to reasonable costs incurred by Company associated with reviewing such records.
PROPRIETARY INFORMATION.
Company Intellectual Property Rights. Company Intellectual Property Rights includes all current and future worldwide patents and patent applications (including, without limitation, all reissues, divisions, renewals, extensions, continuations and continuations-in-part), inventions (whether patentable or not), copyrights (including, without limitation, rights in audiovisual works and moral rights), trade secrets, trademarks, service marks, trade names, and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States, or any other country, state or jurisdiction. AS BETWEEN SUBSCRIBER AND COMPANY ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND DOCUMENTATION ARE OWNED BY STONE EDGE TECHNOLOGIES, INC. AND ITS LICENSORS, AND PROTECTED BY UNITED STATES COPYRIGHT LAWS. COMPANY RETAINS ALL RIGHTS NOT EXPRESSLY GRANTED.
Confidential Information. Confidential Information includes any information disclosed under this Agreement by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) that: (a) is written, graphic, machine readable or other tangible form and is marked “Confidential”, “Proprietary”, or in some other manner to indicate its confidential nature; (b) oral information disclosed by the Disclosing Party to the Receiving Party pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure; and (c) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure. Confidential Information may also include information of a third Party that is in the possession of the Disclosing Party and is disclosed to the Receiving Party under this Agreement. Confidential Information will not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) was already in the possession of the Receiving Party without confidentiality obligations at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (d) is obtained without confidentiality obligations by the Receiving Party from a third Party without a breach of such third Party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Non-Use and Non-Disclosure. The Receiving Party will use the Disclosing Party’s Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to third Parties or to such Party’s employees, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information to those employees and contractors of the Receiving Party who are required to have the information in order to perform Receiving Party’s obligations and exercise the Receiving Party’s rights under this Agreement, provided however that such employees or contractors are subject to a confidentiality agreement with terms no less restrictive than those contained herein. If the Receiving Party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, the receiving Party may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or is otherwise legally required to be disclosed; provided, however, that the Receiving Party provides such assistance as the Disclosing Party may reasonably request in obtaining such order or other relief at the Disclosing Party’s option and expense.
Maintenance of Confidentiality. The Receiving Party will use commercially reasonable efforts to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Receiving Party will ensure that its employees who have access to Confidential Information of the Disclosing Party have signed a non-use and non-disclosure agreement in content at least as protective of the Disclosing Party’s Confidential Information as the provisions of this Agreement prior to any disclosure of the Disclosing Party’s Confidential Information to such employees. The Receiving Party will promptly return all copies of the Disclosing Party’s Confidential Information as requested by such Disclosing Party at any time in writing; provided, however, the Parties agree that Company’s continued access to Subscriber’s Confidential Information which is required for the Services will be deemed a Subscriber Obligation.
Company Confidential. The following information will be deemed the Confidential Information of Company whether or not so designated upon disclosure or confirmed in writing: (i) Company pricing; (ii) Company training and education materials; (iii) Company Intellectual Property; and (iv) any know-how, designs, layouts, configurations, methods, processes, formulae, specifications, functionality, performance data, test results or error or bug information provided by Company to Subscriber under this Agreement or otherwise obtained by Subscriber from use or examination of the Software.
Subscriber Data. As between the parties, Subscriber owns all data generated by Subscriber through its use of the Software (“Subscriber Data”) and Company owns all other data in or made available to Subscriber through the Software (“Company Data”). In order to maintain, enhance and provide the Software, and to verify contract compliance, Company may use the Company Data to understand and analyze the usage trends and effectiveness of the Software, to improve the way the Software operates and to create new features and functions. As such, Subscriber hereby grants Company an irrevocable, perpetual, royalty free, nonexclusive license to copy, use, modify and distribute Subscriber Data for Company’s internal use, except to the extent that Subscriber Data contains Confidential Information of Company or its customers, in which case Company will take all reasonable measures to protect the secrecy of and to avoid the unauthorized use and disclosure of Company’s Confidential Information to third parties.
The rights and obligations in this Proprietary Information Section are in addition to the rights and obligations of any Non-Disclosure Agreement entered into by the Parties.
LIMITED WARRANTY AND LIMITATION OF LIABILITY.
Lost Revenues, Downtime, Sales Slowdowns or Loss of Business. Subscriber acknowledges that it is solely responsible and liable for any lost revenues, downtime, sales slowdowns or loss of business incurred using the Software, or during Maintenance and Support Services including but not limited to those occurring during the launch and transition process.
Data Loss, Errors or Other Problems. Subscriber acknowledges that it is solely responsible and liable for any and all data loss, errors or other problems that may result from: (i) integration of the Software to any non-Company software or legacy software systems; (ii) use of Subscriber’s local network, hardware, firewalls, antivirus, database reporting tools, anti-spyware or non-Company software; (iii) user error, malicious use by Subscriber’s employees, data tampering or unauthorized custom development; (iv) failure to comply with hardware or software requirements and; (v) Maintenance and Support Services performed at Subscriber’s request.
Data Backup and Protection. Subscriber acknowledges that it is solely responsible for all data backup and data protection and Subscriber will assume all responsibility for creating a data backup and protection strategy.
Limited Warranty. Company warrants that the Software will substantially conform to the functional specifications contained in the documentation accompanying the Software (the “Documentation”) for ninety (90) days from the Software installation. This warranty will not apply: (i) if the Software is not installed by Company; (ii) if the Software is not used in accordance with the Documentation; (iii) if the Software is altered, modified or corrected by a party other than Company; (iv) if the defect is caused by third-party software, hardware or interfacing not provided by or specified by Company; (v) in the case of abuse, misuse or improper installation; or (vi) if a change occurs to Subscriber’s computing environment that would affect the Software. COMPANY’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANY WILL BE AT THE SOLE DISCRETION OF COMPANY, REPAIR OR REPLACEMENT OF THE SOFTWARE THAT DOES NOT MEET THE LIMITED WARRANTY AND WHICH IS RETURNED TO COMPANY. IN THE ALTERNATIVE, COMPANY MAY CHOOSE AT ITS SOLE DISCRETION TO PROVIDE CUSTOMER A REFUND OF PAID SUBSCRIPTION FEES FOR THE SOFTWARE COVERED BY THE LIMITED WARRANTY.
Subscriber agrees to defend, indemnify and hold Company and its subsidiaries, affiliates, employees, and agents harmless from and against all claims, liabilities, losses, damages, and causes of action (“Claim”) brought by any third party against Company to the extent any such Claim arises from; (a) Company following directions and specifications of Subscriber or using materials or information furnished by Subscriber; (b) injury or damage to persons or property where the actor or thing causing the injury or damage was under the supervision, control, or responsibility of Subscriber and/or; (c) any negligent acts, errors or omissions of Subscriber and/or; (d) any claims of intellectual property infringement or misappropriation based in whole or part on Consultant following the directions or specifications of Subscriber or using information or materials furnished by Subscriber.
LIMITATION OF LIABILITY. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF COMPANY, AND THE EXCLUSIVE REMEDY OF SUBSCRIBER. THE COMPANY’S AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: (I) WITH RESPECT TO OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT; (II) FOR ANY DAMAGES CAUSED BY OR RELATED TO THE SERVICES PERFORMED OR ANY DEFECT OR FAILURE IN THE SOFTWARE OR SERVICES; OR (III) IF A COURT OF COMPETENT JURISDICTION HOLDS ANY OF THE ABOVE LIMITATIONS OR DISCLAIMERS INVALID, WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY SUBSCRIBER TO COMPANY FOR THE MAINTENANCE AND SUPPORT SERVICES UNDER THIS AGREEMENT FOR THE ONE (1) YEAR PERIOD PRIOR TO THE DATE OF OCCURRENCE OF THE EVENT THAT GAVE RISE TO THE ALLEGED BREACH, DAMAGES OR CLAIM. COMPANY’S LIABILITY IS CUMULATIVE, WITH ALL OF SUBSCRIBER’S LOSSES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. SUBSCRIBER HEREBY RELEASES AND FOREVER DISCHARGES COMPANY FROM ANY AND ALL OBLIGATIONS, LIABILITIES, CLAIMS OR DEMANDS IN EXCESS OF THE FOREGOING LIMITATION. THE PARTIES ACKNOWLEDGE THAT OTHER PROVISIONS OF THIS AGREEMENT RELY UPON THE INCLUSION OF THIS SECTION. EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL COMPANY BE LIABLE FOR: (I) LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA OR LOSS OF ANTICIPATED SAVINGS; OR (II) FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES OR LOSS ARISING OUT OF THIS AGREEMENT OR THE USE OR THE INABILITY TO USE THE SOFTWARE. SUBSCRIBER ACCEPTS AND WILL USE THE TECHNOLOGY “AS IS” AND AS DESCRIBED IN THE DOCUMENTATION. COMPANY DOES NOT WARRANT THAT THE MAINTENANCE AND SUPPORT SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THIS AGREEMENT AND USE OF THE SOFTWARE IS NOT CONDITIONAL UPON COMPANY PROVIDING ANY ADDITIONAL FEATURES OR CONTINUED SOFTWARE DEVELOPMENT AND COMPANY IS UNDER NO OBLIGATION TO SUPPLY ANY ADDITIONAL FEATURES OR DEVELOPMENT TO SUBSCRIBER. Because some states and jurisdictions do not allow the exclusion or limitation of liability for consequential, special, or incidental damages or the exclusion of implied warranties or limitations on how long an implied warranty may last, some of the above limitations and disclaimers may not apply to Subscriber. This Agreement does not exclude, restrict or modify any liability imposed under the law that cannot, by such law, be excluded, restricted or modified.
ATTORNEY FEES. Should it become necessary for Company to retain counsel to enforce its rights, or defend any action or inaction under this Agreement, Subscriber agrees to pay all costs of such enforcement and/or defense, including, but not limited to, all court costs and other litigation expenses, together with Company’s reasonable attorney fees.
TERM AND TERMINATION.
Term. This Agreement shall, unless otherwise terminated as provided in this Section, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods (each a “Renewal Period”) of a minimum of one (1) full year, unless: (i) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (ii) otherwise terminated in accordance with the provisions of this agreement. In no event shall the Initial Subscription Term be less than a one (1) year period. Company reserves the right to increase the fees paid for the Support and Maintenance Services rendered under this Agreement. Company shall give Subscriber written notice of any rate changes, and such changes shall be effective 30 days after the date of such notice.
Termination. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this agreement without liability to the other if: (i) the other Party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (ii) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding up order in relation to the other party; or (iii) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (iv) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or (v) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; (vi) the other party ceases, or threatens to cease, to trade; or (vii) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. This Agreement may be terminated by the Company for convenience upon (30) thirty days written notice, or immediately by Company for Subscriber nonpayment of fees, if payment is not cured within ten (10) days of receipt of such written notice. Company at its option may suspend Services until receipt of outstanding fees.
Termination of License. Upon Termination of this Agreement, all licenses granted hereunder shall immediately terminate.
Return of the Software. Upon expiration or termination of this Agreement, Subscriber will permanently erase the Software and destroy all media on which the Software is located. If requested by Company, Subscriber will provide Company with written certification of compliance with the foregoing obligations under this Section.
Return of Materials. Upon any expiration or termination of this Agreement, Subscriber will return promptly or, at Company’s request, destroy all documents and other tangible objects containing or representing Confidential Information of Company except to the extent that such documents must be retained to satisfy auditing or regulatory requirements. If requested by Company, Subscriber will provide Company with written certification of compliance with the foregoing obligations under this Section.
MISCELLANEOUS
Assignment. This Agreement will be binding upon the Parties and their respective successors and permitted assigns. Subscriber shall not make any sale, assignment, mortgage, pledge or other transfer of all or any portion of its rights or obligations under this Agreement, whether voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of Company.
No Third Party Beneficiary. Except as specifically set forth or referred to herein, nothing in this Agreement, expressed or implied, is intended or will be construed to confer upon or give to any person, firm, partnership, corporation or other entity other than the Parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.
Governing Law; Jurisdiction. THIS AGREEMENT IS GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of Pennsylvania and hereby irrevocably agree that all claims in respect of such dispute or suit, action or proceeding relating thereto will be heard and determined in such courts. Each of the Parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that any judgment in such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereby agrees that notice or the service of process in any proceeding will be properly served or delivered pursuant to Section 5(D) below.
Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be delivered: (i) in person; (ii) by first class registered mail, or air mail, as appropriate, posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement; or (iii) via email. Notices will be considered to have been given at the time of actual delivery in person, four (4) business days after deposit in the mail as set forth above, or upon receipt of email confirmation.
Change of Address. Any Party may, by written notice to the other Parties given in accordance with the foregoing, change its address for notices.
Force Majeure. Neither Party will be held liable to the other for failure to perform this Agreement or any part where it is prevented from doing so by any so-called Act of God or Nature (natural disasters), competent governmental orders or restrictions, war, threat of war, blockades, embargoes, revolution, strikes, lockouts, epidemics, shortage of materials, energy or labor or other causes recognized as a force majeure, namely, causes arising beyond the reasonable control of the Parties.
Non-Waiver. The waiver by a Party of any breach by the other Party of any term, covenant or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach by the other Party of the same or any other term covenant or condition contained in this Agreement. The subsequent acceptance of performance by a Party will not be deemed to be a waiver of any proceeding breach by the other Party of any term, covenant, or condition of this Agreement, other than the failure of such Party to perform the particular duties so accepted, regardless of such Party’s knowledge of such preceding breach at the time of acceptance of such performance.
Counterparts. The Parties may execute this Agreement in counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument.
Headings. The headings of the sections of this Agreement are inserted for convenience only and will not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
Entire Agreement; Modification. This Agreement sets forth the entire agreement and understanding of the Parties in respect of its subject matter, and supersedes all prior agreements, promises, letters of intent, covenants, arrangements, communications, representation or warranties, whether oral or written, by either Party or by any affiliate of either Party. All exhibits attached to this Agreement and all other instruments delivered or to be delivered under the terms of this Agreement are hereby expressly made a part of this Agreement as fully as though set forth herein, and all references to the terms “this Agreement”, “herein”, “hereby” or “hereto” will be deemed to refer to this Agreement and to all such writings. This Agreement will not be modified or amended except by a written document executed by both Parties and such written modification(s) will be attached to this Agreement.
Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, paragraphs or subparagraphs contained in this Agreement will not affect the enforceability of the remaining portions of this Agreement, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, paragraphs or subparagraphs contained in this Agreement will be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, paragraph or paragraphs, or subparagraph or subparagraphs had not been inserted.
Survival. All representations and warranties, and all agreements by the Parties in this Agreement to indemnify each other will survive the termination of this Agreement. The termination of this Agreement will not limit or otherwise affect the respective rights and obligations of the Parties which accrued prior to the date of termination, and which continue to exist following the termination of this Agreement, including but not limited to Subscriber’s payment obligations.
Independent Investigation. Subscriber acknowledges that it has read this Agreement, had an opportunity to consult with its own legal advisers if it so desired, and agrees to all of the terms and conditions of this Agreement, in interpreting this agreement, no weight will be placed upon the fact that this Agreement has been drafted by Stone Edge Technologies, Inc.
Representations. The Parties hereby represent and warrant as follows: (i) each has the full power, authority and legal rights to enter into and perform its obligations under this Agreement; (ii) the terms of this Agreement will not violate the terms of any commercial arrangement, obligation, contract, agreement or other instrument by which any Party is bound, limited or restricted, and no consent or authorization of any third party is required in order to enter into and carry out the terms of this Agreement; (iii) each has taken all corporate and other action necessary to authorize the execution and delivery of this Agreement; and (iv) this Agreement is a legal, valid and binding obligation, and, as the case may be, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, whether enforcement is sought in equity or at law; and (v) the person signing this Agreement on their respective behalf has been duly authorized and empowered to enter into this Agreement.
Payment of subscription will be interpreted as acceptance of the terms expressed herein.