Unvired Cloud Trial Registration

THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF OUR SOLUTION FOR A FREE TRIAL. THIS COVERS THE CLOUD OFFERING.

BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if you are Our direct competitor, except with Our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement is effective between You and Us as of the date of You accepting this Agreement.

Table of Contents
1. Definitions
2. Free Trial
3. Use of the Services
4. Non-Unvired Providers
5. Proprietary Rights
6. Confidentiality
7. Fees and payments
8. Warranties and Disclaimers
9. Limitation of Liability
10. Term and Termination
11. Who You Are Contracting With, Notices, Governing Law and Jurisdiction

1. DEFINITIONS

1. DEFINITIONS
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Non-Unvired Applications” means online applications and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the Services.
“Order Form” means the documents for placing orders hereunder, including addenda thereto, that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.
“Services” means the products and services that are ordered by You under a free trial or an Order Form and made available by Us online via the customer login link at http://www.Unvired and/or other web pages designated by Us, including associated offline components, as described in the User Guide. “Services” exclude Non-unvired .com Applications.
“User Guide” means the user guide for the Services, as updated from time to time.
“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means the Unvired company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Your Data” means all electronic data or information submitted by You to the Purchased Services.

2. FREE TRIAL
If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Service or (b) the start date of any Purchased Services ordered by You. The free trial Period will end after 30 days from the date you accept the agreement.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

3. USE OF THE SERVICES
3.1. Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 8.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
3.2. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

4. NON-Unvired PROVIDERS
4.1. Acquisition of Non-Unvired Products and Services. Any acquisition by You of non-Unvired products or services, and any exchange of data between You and any non-Unvired provider, is solely between You and the applicable non-Unvired provider. We do not warrant or support non-Unvired products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. Subject to Section 5.3 (Integration with Non-Unvired Services), no purchase of non-Unvired products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.
4.2. Non-Unvired Applications and Your Data. If You install or enable Non-Unvired Applications for use with Services, You acknowledge that We may allow providers of those Non-Unvired Applications to access Your Data as required for the interoperation of such Non-Unvired Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-Unvired Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non-Unvired Applications for use with the Services.
4.3. Integration with Non-Unvired Services. The Services may contain features designed to interoperate with Non-Unvired Applications (e.g., SAP, Oracle, Salesforce etc). To use such features, You may be required to obtain access to such Non-Unvired Applications from their providers. If the provider of any such Non-Unvired Application ceases to make the Non-Unvired Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing such Service features without entitling You to any refund, credit, or other compensation.

5. PROPRIETARY RIGHTS
5.1 Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
5.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
5.3. Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
5.4. Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.
5.5. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

6. CONFIDENTIALITY
6.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
6.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. FEES AND PAYMENTS
7.1. Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an order form, (i) fees are based on services purchased and not actual usage (ii) payment obligations cannot be cancelled and fees paid are non-refundable (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. (iv) fees are payable in advance every quarter (v) User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
7.2. Invoicing and Payment. You will provide Us with a valid purchase order or alternative document reasonably acceptable to Us. Payment will be via Bank transfer, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 15 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
7.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month from the date such payment was due until the date paid
7.4. Suspension of Service. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 11, before suspending services to You.
7.5. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

8. WARRANTIES AND DISCLAIMERS
8.1. Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with the User Guide, (iii) subject to Section 5.3 (Integration with Non-Unvired Services), the functionality of the Services will not be materially decreased during a subscription term, and (iv) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (v) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.4 (Refund or Payment upon Termination) below.
8.2. Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so.
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. LIMITATION OF LIABILITY
9.1. Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER.
9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
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10. TERM AND TERMINATION
10.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

11. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
11.1. General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit.

You are contracting with:
Unvired, Inc., a Texas corporation

Notices should be addressed to:
300 HWY 146 N
La Porte, TX 77571 U.S.A., attn: CEO

The governing law is:
Texas and controlling United States federal law

The courts having exclusive jurisdiction are:
Houston, Texas, U.S.A.

“Trial Software License Agreement”

1 Definitions & interpretation

1.1 Definitions

In this Agreement, the following words and expressions will have the following meanings unless otherwise stated:

1.1.1 “Software”, means all software specified in agreed upon software order forms developed by or for Unvired Inc. and any new releases made generally available. Software consists of both Server side and client side components. Server side components are deployed on SAP NetWeaver and client side components can be deployed on mobile devices.

1.1.2 “Documentation” means documentation pertaining to the software delivered to Licensee under this agreement.

1.1.3 “Licensor” means Unvired Inc.

1.1.4 “Licensee” is the person or organization licensing the software and is accordingly, the Licensee in respect of it.

1.1.5 “License File” is the cryptographically signed license file that is provided by “Licensor” for evaluation purposes.

1.1.5 All product and service names mentioned are the trademarks of their respective companies

1.2 Interpretation

1.2.1 Any headings in this Agreement are for ease of use and are not intended to form part of this Agreement nor effect its interpretation.

1.2.2 Reference to something in the masculine form includes the feminine and neuter forms and vice versa and reference to the singular includes the plural and vice versa.

1.2.3 Reference to clauses and schedules in this Agreement are to clauses of and schedules to this Agreement unless the context otherwise requires.

1.2.4 For all purposes in this Agreement, “writing” includes electronic transmissions.

2 License Grant

The software is licensed for use as per the restrictions listed below.

Under this License, Licensee is granted the non-exclusive right to deploy the software for evaluation purpose and for a limited time as specified in the issued license file (unless terminated in accordance with Section 13) on One (1) NetWeaver™ /JBoss server or One (1) Virtual Image by Licensee and for the licensed number of mobile users / devices. This license does not permit Licensee to use the software productively or to provide services to third parties like business process outsourcing, third party training etc. It also does not permit Licensee to resell or derive any other commercial benefit from the software for any third parties.

This license is not available for Unvired competitors and “Licensee” confirms that they do not compete with “Licensee” by providing services or similar software.

Licensee agrees to install software only on hardware identified by Licensee in accordance with the requirements of the Licensor or use the virtual image as the case may be. Licensee also agrees to delete the software or the virtual image after the evaluation period.

3 Copyright

3.1 Licensee acknowledges that no title to the intellectual property in any part of the software is transferred to Licensee. Licensee further acknowledge that title and full ownership rights to the software will remain the exclusive property of The Licensor and Licensee will not acquire any rights to the software except as expressly set out in this Agreement. Licensee agrees that any copies of any part of the software will contain the same proprietary notices which appear on and in the software (as appropriate).

3.2 The Licensor warrants that all intellectual property rights in the software
reside with itself or its suppliers and that the Licensor is entitled to enter into this
Agreement and that use of the software by Licensee is not in breach of any third
party’s intellectual property rights. The Licensor agrees to indemnify Licensee against all costs, claims and liabilities arising from breach of this warranty provided that you immediately notify the Licensor about any alleged breach and render all reasonable assistance to the Licensor (at the cost of the Licensor) in defending any such claim.

3.3 Licensee agrees that this License does not include ownership of the source-code for the software.

3.4 The standard applications that are provided for the trial, the ownership of such applications will rest exclusively with the Licensor and the Licensee gets a License grant as per 2 above.

4 Third party copyright notices

4.1 Software utilizes some open source components for its functionality. The licensor warrants that licensor has the permission to use these components as per the license terms under which these components are released. The Licensor agrees to indemnify Licensee against all costs, claims and liabilities arising from breach of this warranty provided that you immediately notify the Licensor about any alleged breach and render all reasonable assistance to the Licensor (at the cost of the Licensor) in defending any such claim.

5 Assignment

Licensee may not without Licensor’s prior written consent assign, delegate, pledge or otherwise transfer this agreement or any of its rights or obligations under this agreement to any party voluntarily or by operation of any law including by way of sale of assets, merger or consolidation.

6 Support

6.1 No support is provided for the trial software.

7 Reverse Engineering

Licensee will not attempt to reverse compile, modify, translate, or disassemble the software or any part of the software in whole or in part.

8 Verification

Upon reasonable notice, the Licensor or its designated third party shall have the right to conduct an internal audit of your system to ensure compliance with this agreement. If the audit determines that Licensee is out of compliance with this agreement, Licensee shall be liable for all software and other expenses incurred during assessment.

9 Limited Warranties and Exclusions of Liability

9.1 The Licensor warrants that the software will substantially confirm to the functional specifications contained in the Documentation. The warranty shall not apply: i) if the software is not used in accordance with the Documentation; or ii) if the defect is caused by Modification, Licensee, third-party software, or third party database. The Licensor does not warrant that software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in software are designed to meet all of Licensee’s business requirements.

9.2 The Licensor further warrants that the software is free from backdoors and any form of disablement, which would damage or render any system using the software inoperable. The Licensor further warrants that even in the event of the breach of this License by Licensee, the Licensor will not impair the operation of the software except pursuant to an order of court.

9.3 PROHIBITION OF USE IN LIFE-CRITICAL APPLICATIONS: LICENSOR EXPRESSLY DISCLAIM ANY LIABILITY RESULTING FROM USE OF SOFTWARE IN LIFE CRITICAL APPLICATIONS AND ACCEPTS NO LIABILITY IN RESPECT OF ANY ACTIONS OR CLAIMS BASED ON THE USE OF THE SOFTWARE IN ANY SUCH LIFE CRITICAL APPLICATIONS BY LICENSEE. FOR PURPOSES OF THIS PARAGRAPH, THE TERM “LIFE-CRITICAL APPLICATION” MEANS AN APPLICATION IN WHICH THE FUNCTIONING OR MALFUNCTIONING OF THE SOFTWARE MAY RESULT DIRECTLY OR INDIRECTLY IN PHYSICAL INJURY OR LOSS OF HUMAN LIFE.

9.4 EXCEPT FOR THE LIMITED WARRANTIES SET OUT ABOVE, THE LICENSOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF SUCH DISCLAIMER IS NOT PERMITTED BY LAW, THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO [30] DAYS FROM THE DATE OF DELIVERY.

10 Severability

In the event of invalidity of any provision of this Agreement, the parties agree that such
invalidity shall not affect the validity of the remaining portions of this Agreement.

11 No Liability for Consequential Damages

EXCEPT FOR THE LICENSOR’S INDEMNIFICATION AND EACH PARTY’S CONFIDENTIALLITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LICENSOR’S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY LICENSEE FOR SOFTWARE.

12 Confidentiality Obligations

12.1 All disclosures of sensitive and confidential information will be governed by the Non-Disclosure Agreement (NDA) that is executed between the Licensor and Licensee. The obligations described in the NDA shall survive termination of the Agreement.

12.2 Either party shall have the right to publish, cause to have published, or use the name of the other party and any information about its relationship with the other party, including but not limited to the inclusion of the other party’s name in reference lists or for advertising or other promotional purposes, unless this is expressly prohibited in writing by either party.

13 Termination

13.1 The Licensor may forthwith terminate this Agreement (without prejudice to any prior accrued rights) in the event of the following:

13.1.1 Licensee failing to remedy any breach of this Agreement (insofar as such breach is reasonably capable of remedy) within 30 days of written notice of such breach;

13.1.2 Licensee being subject to a bankruptcy or compulsory winding up notice or a receiving order or having an administrator appointed in respect of your affairs (save as part of a restructuring or amalgamation otherwise than by reason of your insolvency).

13.2 Licensee will forthwith on termination remove all copies of any part of the software Product from your NetWeaver™ Server(s) and deployed Mobile Devices and remove all license keys (if any).

14 General

14.1 If any party does not fully enforce its rights under this Agreement at any time, it will not prevent it from doing so later in respect of a particular breach or any future breach.

14.2 Any notice served pursuant to this Agreement must be in writing, addressed to a party at the last known address for that party and sent by:

(a) registered post, in which case the notice will (if properly addressed) be deemed received (if posted on a working day) after the next three working days or (if not posted on a working day) after five working days; or

(b) by email or fax, in which case the notice will (if properly addressed) be deemed received immediately if received before 5:30 p.m. on a working day but if later, then on the next working day provided the notice is also posted by first class mail and properly addressed.

14.3 Neither party will be responsible for any breach of this Agreement insofar as that breach is a result of something beyond that party’s reasonable control but if that situation arises, the relevant party will do everything it reasonably can to overcome that problem as soon as reasonably possible.

14.4 This Agreement is not intended to benefit anyone other than the parties to it.

15 Entire Agreement

15.1 This is the entire agreement between Licensee and The Licensor which supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement.

15.2 We reserve the right to amend our terms and conditions at any time. The amended terms will be effective from the date they are communicated to Licensee.

16 Applicable Law

This Agreement is subject to the laws of Texas and the parties agree to submit all disputes for settlement to the Courts in Houston in the State of Texas.