Skip to main menu Skip to main content Skip to footer
Home chevron_right End User License Agreement

End User License Agreement

End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (“Agreement”). BY DOWNLOADING OR INSTALLING SOFTWARE (DEFINED BELOW), OR BY USING HARDWARE (DEFINED BELOW), YOU AND ANY ENTITY YOU REPRESENT (“Licensee”) AGREE TO BE BOUND BY THIS AGREEMENT WITH CLEAR-COM LLC (“Licensor”). IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
This Agreement governs Licensee’s use of the Software unless the particular software is subject to a separate written agreement between Licensor and Licensee that is signed by Licensor.

1. Definitions.

  • 1.1. “Authorized Modules” means those modules of the Software identified by Licensor in writing designated as authorized for Licensee’s use and for which Licensee has paid the applicable fees.
  • 1.2. “Documentation” means the then-current printed, online, and/or electronic documentation, if any, that is provided by Licensor to Licensee describing the use of the Software and/or Hardware. “Documentation” does not include any sales or marketing materials.
  • 1.3. “Effective Date” means the date that Licensee installs or otherwise uses any Software or Hardware, as may be updated from time to time.
  • 1.4. “Exclusions” is defined in Section 5.4 (Exclusions).
  • 1.5. “Evaluation Software” means any Software provided to Licensee for evaluation purposes or otherwise designated by Licensor as evaluation software, as may be provided by Licensor from time to time in Licensor’s sole discretion and as specified in a separate written agreement between Licensor and Licensee.
  • 1.6. “Hardware” means the hardware sold or otherwise provided by Licensor to Licensee, which includes embedded Software.
  • 1.7. “Improvements” means modifications, improvements, derivative works and the like.
  • 1.8. “Intellectual Property Rights” means all intellectual property and proprietary rights throughout the world (including patents, trade secrets, copyrights and trademarks).
  • 1.9. “Machine Data” means the data that is generated by any Hardware or Software in connection with Licensee’s use of any Hardware.
  • 1.10. “Personal Data” means any information relating to an identified or identifiable natural person.
  • 1.11. “Software” means the software provided by Licensor for which Licensor references this Agreement (including software identified in Licensor’s order form or quotation that references this Agreement and any updates Licensor provides to Licensee to such software for use in connection with it).
  • 1.12. “Software Warranty” is defined in Section 5.1 (Software Warranty).
  • 1.13. “Software Warranty Period” is defined in Section 5.1 (Software Warranty).
  • 1.14. “Third Party Software” is defined in Section 2.7 (Third Party Software).
  • 1.15. “Use Limitations” means the limitations on use of the Software provided by Licensor in writing on its website or in connection with Licensee’s order and/or receipt of the Software (including in connection with download and/or as provided in connection with the order form provided by Licensor). Use Limitations includes, but is not limited to, “node-locked” Software licensed with respect to a specific or otherwise identifiable Hardware device and not to any other hardware device whatsoever, whether similar or dissimilar and prohibited from any transfer or assignment whatsoever without the prior written consent of Licensor.

2. License Grant and Intellectual Property Rights.

  • 2.1. License. As of the Effective Date, subject to the terms and conditions of this Agreement (including payment and Section 2.3 (License Restrictions)) and irrespective of whether Hardware is sold to or rented by Licensee, Licensor grants Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable and limited license, only in object code form, to (a) the number of copies of Software, whether downloaded or installed Software or embedded on a component or system of Hardware, purchased by Licensee and (b) use such Software in accordance with the Documentation and Use Limitations solely for Licensee’s internal business purposes. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement or anywhere else, Software is licensed not sold, and the license to Software is only the express, written license agreement for such software provided by Licensor to Licensee.
  • 2.2. Evaluation License. All terms and provisions of this Agreement shall apply to Evaluation Software, subject to the following modifications: (a) the license of Section 2.1 (License) shall be limited to Licensee’s evaluation of the Evaluation Software only; (b) Licensor shall have the right at any time in its sole discretion to terminate this Agreement and any license to Evaluation Software upon written notice to Licensee; and (c) the provision of Section 5 (Limited Warranty) shall not apply with respect to any Evaluation Software and all Evaluation Software is provided “as is” without any warranties whatsoever, express or implied.
  • 2.3. License Restrictions. The licenses under Section 2 (License Grant and Intellectual Property Rights) are conditioned on Licensee’s compliance with, and Licensee agrees to, the following: (a) Licensee shall not use the Software outside of the scope of the license granted hereunder; (b) Licensee shall not sublicense, distribute, disclose, market, rent, lease or transfer the Software, the Documentation or any portion thereof to any third party (including through any remote access, interactive, Internet-based, service bureau or other on-line service); (c) Licensee shall not remove or cause to be removed from any copies of the Software, the Documentation or any portion thereof any copyright, licensed trademark, patent or other proprietary notices thereon; (d) Licensee shall not modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of the Software, the Documentation or any portion thereof; (v) Licensee shall not export or re-export the Software, either directly or indirectly, without Licensor’s prior written consent or in violation of the laws of the United States or other jurisdiction; and (vi) Licensee shall not use any aspects of the Software other than the Authorized Modules, and without limiting the foregoing, Licensee shall use the Software only in accordance with the applicable Documentation, license key and any Use Limitations and only within the scope for which Licensee is paying the required fees. Licensee agrees that the Software may use or contain a license key mechanism limiting its use, and Licensee shall not use or enable the use of the Software other than in accordance with the intended limitations of any license key provided by Licensor (in addition to any contractual limitations). Licensee agrees that, without limitation, any breach of this Section 2.3 (License Restrictions) or unauthorized use of the Software or Documentation is a material breach of this Agreement.
  • 2.4. Export, Import and Government Restrictions. Licensee is advised that the Software may be subject to export laws and the laws of the country where it is delivered or used. Licensee shall abide by all applicable export laws and regulations. Under such laws and regulations, the Software may not be sold, leased or transferred to certain restricted countries, restricted end-users or for restricted end-uses.
  • 2.5. Ownership by Licensor. Licensor retains all Intellectual Property Rights covering or embodied in the Software and any Improvements to any Software. The non-public aspects of the Software (including any source code of the Software) are Licensor’s confidential information. Licensee shall maintain the confidentiality of Licensor’s confidential information and not disclose such confidential information to any third party without Licensor’s prior written consent. To the extent that Licensor grants Licensee use of or access to Hardware or Software outside of the scope of the license in Section 2.1 (License) (e.g. access to source code), the terms of such use or access shall be sent forth in a separate written addendum to this Agreement.
  • 2.6. License Only. The Software is licensed, not sold, to Licensee. This Agreement does not transfer any right, title, or interest in or to any such Software regardless of any use of the terms “purchase,” “acquire,” “sale” or similar language herein or in any agreement between Licensee and any third party.
  • 2.7. Third Party Software. The Software may use or rely on software that is subject to open source or commercial license terms as identified by Licensor in writing on its website or connection with Licensee’s order and/or receipt of the Software (“Third Party Software”). Third Party Software is provided “as is” without any warranty, express, implied or otherwise.
  • 2.8. No Other Rights. All Intellectual Property Rights of Licensor not expressly granted to Licensee in this Agreement are expressly reserved by Licensor. Without limitation, Licensee receives no right or license, by implication, estoppel or otherwise, to any software, technology or Intellectual Property Rights not embodied in the Software, even if such other software, technology or Intellectual Property Rights are useful or necessary in connection with the Software.

3. Data.

  • 3.1. Ownership of Machine Data. Licensor retains all Intellectual Property Rights covering or embodied in the Machine Data and any Improvements to any Machine Data. In the event that Licensee acquires any rights in or to any Machine Data, Improvements thereto or Intellectual Property Rights covering or embodying the Machine Data or Improvements to the Machine Data, Licensee shall assign, and hereby assigns, all right, title and interest in such Improvements and Intellectual Property Rights to Licensor. Licensor grants Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, fully paid-up and limited license to use such Machine Data for Licensee’s internal business purposes.
  • 3.2. Transfer and Access to Machine Data. Machine Data may be transferred automatically or as facilitated by Licensor or Licensee’s representatives, from Hardware to Licensor, from time to time, and Licensee hereby acknowledges and agrees to such transfer of Machine Data. To the extent that any such Machine Data cannot be automatically transferred to Licensor or is not otherwise not conducive for such automatic transfer, Licensee shall transfer such Machine Data to Licensor, whether in-person or pursuant to a separate network transfer protocol or procedures, at a time, location or pursuant to procedures mutually acceptable to Licensee and Licensor.
  • 3.3. Personal Data. Information on the Personal Data collected by Licensor from Licensee, which may be included in Machine Data, and how Licensor treats that Personal Data is set out in Licensor’s privacy policy, which can be found at https://www.clearcom.com/privacy-policy/.

4. Payment. The terms of this Section 4 (Payment) shall apply to the extent that there are no conflicting provisions in a separate written agreement (e.g. terms of sale) between Licensor and Licensee.

  • 4.1. Payment. All fees for the Software are due and payable in U.S. dollars by bank wire transfer in immediately available funds to a bank account designated by Licensor. If not otherwise provided in the respective schedule or other documentation from Licensor, then Licensee shall pay amounts due within thirty (30) days of invoice.
  • 4.2. Records and Audit Rights. Licensee shall keep and maintain books and records in sufficient detail to permit the verification of Licensee’s obligations hereunder. Licensor shall have the right to inspect or appoint an auditor to inspect Licensee’s systems, books and records relevant to this Agreement and other materials as may be required to verify or determine Licensee’s compliance with its obligations hereunder during regular business hours, wherever they are normally kept by Licensee, upon not less than one (1) week’s prior written notice. The cost of any such audit shall be paid for by Licensor unless material non-compliance is found (in which case, Licensee shall pay Licensor for the costs associated with the audit).
  • 4.3. Late Payment. All late payments shall be subject to interest calculated at the rate of one and one-half percent (1.5%) per month or the maximum allowable by law, whichever is less. This Section 4.3 (Late Payment) shall in no way limit any other rights or remedies that may otherwise be available to Licensor. Licensee shall pay all expenses associated with collection (including reasonable attorneys’ fees).
  • 4.4. Taxes. All stated prices, fees and other stated charges are exclusive of applicable sales, excise, VAT, use or similar taxes. Licensee shall pay all such taxes, either directly or to Licensor, as required by applicable law or regulation. In the event that Licensee is required to withhold taxes, Licensee shall provide to Licensor official receipts issued by the appropriate taxing authority or other evidence to establish that such taxes have been paid.
  • 4.5. Payment Terms. Licensor shall have the right to require advance payment and require adequate assurance of payment in the event that Licensee fails to make payment within the time limits required hereunder or, as determined in Licensor’s sole discretion, it is advisable in view of Licensee’s financial condition. The foregoing does not limit Licensor’s other remedies hereunder (including the right to terminate this Agreement for breach).

5. Limited Warranty.

  • 5.1. Hardware Warranty. Warranties for Hardware are set forth in a separate written agreement between Licensor and Licensee or as an addendum to this Agreement, as applicable.
  • 5.2. Software Warranty. Unless otherwise set forth in a separate written agreement (e.g. terms of sale) between Licensor and Licensee, Licensor warrants to Licensee that, for a period of ninety (90) days following the delivery of the initial Software to Licensee (the “Software Warranty Period”), the Software will substantially conform to the Documentation when maintained and operated in accordance with the Documentation (“Software Warranty”). Following the Software Warranty Period, Licensor may provide maintenance, training and support of Software as set forth in a separate written agreement between Licensor and Licensee or as an addendum to this Agreement, as applicable.
  • 5.3. Remedy. Licensee shall provide Licensor notice during the Software Warranty Period identifying any non-conformity to Software Warranty and shall provide detail as requested by Licensor to identify the nature of the non-conformity and conditions under which it appears. Licensor, at its sole option, shall use commercially reasonable efforts to repair or to deliver a replacement copy of the Software. All warranty repairs by Licensor shall be made at Licensor’s premises, unless Licensor otherwise agrees. Licensee’s sole remedy and Licensor’s sole liability with respect to any warranty regarding the Software shall be for Licensor to use such commercially reasonable efforts to provide the above correction during the Software Warranty Period.
  • 5.4. Exclusions. Licensor provides no warranty for the following or any liability or claim arising from any of the following (collectively, “Exclusions”): (a) software and equipment of Licensee or any third party (including any Third Party Software); (b) directions, designs, plans or specifications furnished by or on behalf of Licensee; (c) unauthorized use or use of the Software in violation of this Agreement or other terms with Licensor (including any copies of the Software not made in accordance with the terms of this Agreement and the limitations of the licenses granted hereunder); (d) any data provided by Licensee or third party; (e) any activities of Licensee or third party through the use of the Software; (f) modification of the Software made other than by Licensor; (g) the combination, operation or use by Licensee of the Software with equipment, devices or software not supplied by Licensor; (h) failure of Licensee to use an updated or modified Software provided by Licensor (including those provided to avoid error or infringement); or (i) Licensee’s use of the Software after termination of this Agreement.
  • 5.5. Warranty Disclaimer. THE FOREGOING LIMITED WARRANTIES AND REMEDIES PROVIDED BY LICENSOR ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH ABOVE, LICENSOR DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE OR ANY SUPPORT RELATED THERETO (INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, OPERATION WITHOUT INTERRUPTION OR ERROR, FREEDOM FROM VULNERABILITY TO INTRUSION OR ATTACK AND INTEROPERABILITY WITH ANY HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY LICENSOR, AS WELL AS ANY AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, AND ALL SUCH WARRANTIES ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6. Indemnification.

  • 6.1 Licensee shall indemnify and hold harmless Licensor at Licensee’s expense from any action brought against Licensor to the extent that it is based on a claim arising out of or relating to any of the Exclusions, and Licensee shall pay any costs and damages finally awarded against Licensor in any such actions which are attributable to such claim.

7. Limitation of Liability.

  • 7.1. Limitation of Liability. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION) RELATING TO THIS AGREEMENT OR IN ANY WAY RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY OF LICENSOR FOR ALL CLAIMS HEREUNDER OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED AMOUNTS PAID BY LICENSEE FOR THE APPLICABLE SOFTWARE GIVING RISE TO THE CLAIM IN THE LAST TWELVE (12) MONTHS UNDER THIS AGREEMENT BEFORE THE EARLIER OF THE MAKING OF THE CLAIM OR TERMINATION OR END OF THE TERM OF THIS AGREEMENT.
  • 7.2. Allocation of Risk. The warranty disclaimer and limitations of liability set forth in this Agreement shall apply irrespective of any failure of the essential purpose of any limited remedy. Licensee and Licensor each acknowledge and agree that the limitation of liability provisions of this Agreement reflect an informed, voluntary allocation between them of the risk associated with the exercise of Licensee’s rights regarding the Software and, but for these provisions, Licensor would not have made the Software available to Licensee under the terms contemplated under this Agreement.
  • 7.3. Applicable Law. 7.1. Limitation of Liability. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION) RELATING TO THIS AGREEMENT OR IN ANY WAY RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY OF LICENSOR FOR ALL CLAIMS HEREUNDER OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED AMOUNTS PAID BY LICENSEE FOR THE APPLICABLE SOFTWARE GIVING RISE TO THE CLAIM IN THE LAST TWELVE (12) MONTHS UNDER THIS AGREEMENT BEFORE THE EARLIER OF THE MAKING OF THE CLAIM OR TERMINATION OR END OF THE TERM OF THIS AGREEMENT.
    7.2. Allocation of Risk. The warranty disclaimer and limitations of liability set forth in this Agreement shall apply irrespective of any failure of the essential purpose of any limited remedy. Licensee and Licensor each acknowledge and agree that the limitation of liability provisions of this Agreement reflect an informed, voluntary allocation between them of the risk associated with the exercise of Licensee’s rights regarding the Software and, but for these provisions, Licensor would not have made the Software available to Licensee under the terms contemplated under this Agreement.
    7.3. Applicable Law. The warranty disclaimer and limitations of liability set forth in this Agreement shall not apply to the extent prohibited by law, in which case the disclaimer or limitation shall be modified to disclaim and/or limit in accordance with applicable law. Without limiting the foregoing, to the extent required by law, the foregoing limitations shall not apply to claims due to fraud, bodily injury or death.

8. Term and Termination.

  • 8.1. Term. Unless terminated earlier as set forth below, this Agreement shall become effective upon the Effective Date and shall continue for the license term stated by Licensor in writing on the Licensor website or in connection with Licensee’s order and/or receipt of the Software.
  • 8.2. Termination for Cause. Without prejudice to any other right or remedy which may be available to it, each party may terminate this Agreement upon written notice to the other upon the other party’s material breach of this Agreement that is incurable or, if curable, remains uncured thirty (30) days after notice to the other party or, in the case of failure to make payment, remains uncured ten (10) days after notice to the other party. Licensee’s failure to pay amounts when due hereunder shall be deemed a material breach.
  • 8.3. Termination for Bankruptcy. Each party may terminate this Agreement immediately upon written notice to the other upon the other party (a) becoming insolvent or bankrupt; (b) dissolving or ceasing to conduct business in the ordinary course; (c) making an assignment for the benefit of its creditors; (d) commencing any insolvency, receivership, bankruptcy or other similar proceeding for the settlement of its debts; or (e) having commenced against it any insolvency, receivership, bankruptcy or other similar proceeding for the settlement of its debts that is not dismissed within thirty (30) days after notice of such proceeding.
  • 8.4. Return or Destruction of Software. Within fifteen (15) days after termination of this Agreement, Licensee shall certify in writing to Licensor that all copies of the Software and Documentation in any form (including partial copies) have been destroyed or returned to Licensor.
  • 8.5. Effect of Termination. If this Agreement is terminated for any reason, then all rights granted hereunder to Licensee shall terminate. The provisions of Sections 1 (Definitions), 2.3 (License Restrictions), 2.4 (Export, Import and Government Restrictions), 2.5 (Ownership by Licensor), 2.7 (Third Party Software), 3 (Data), 4 (Payment), 5.4 (Exclusions), 5.5 (Warranty Disclaimer), 6 (Indemnification), 7 (Limitation of Liability), 8 (Term and Termination) and 9 (Miscellaneous) shall survive any termination or expiration of this Agreement.

9. Miscellaneous.

  • 9.1. Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
  • 9.2. Assignment. Licensee shall not have the right to assign, transfer or delegate this Agreement, in whole or in part, without Licensor’s prior written consent and any attempt thereto shall be null and void.
  • 9.3. Force Majeure. Nonperformance of any party (other than with respect to payment obligations) shall be excused to the extent that performance is rendered impossible by strike, fire, earthquake, flood, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of the nonperforming party.
  • 9.4. Federal Acquisition. This provision applies to all acquisitions of the Software by or for the Federal Government, whether by any prime contractor or subcontractor (at any tier) and whether under any procurement contract, grant, cooperative agreement, or other activity by or with the Federal Government. By accepting delivery of the Software, the Government agrees that the Software qualifies as “commercial items” as that term is defined at 48 C.F.R. 2.101 and that the software and documentation delivered by Licensor consists of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all Federal Government end users acquire the software and documentation with only those rights set forth herein. The terms and conditions of this Agreement shall pertain to the Federal Government’s use and disclosure of the software, and shall supersede any conflicting contractual terms or conditions. Disputes with the Federal Government shall be subject to resolution pursuant to the Contract Disputes Act of 1978, as amended. If this Agreement fails to meet the Government’s needs or is inconsistent in any respect with Federal law, then the Federal Government shall return the Software, unused, to Licensor.
  • 9.5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, USA, applicable to contracts made in and fully performed in the State of California, USA, without reference to conflict of law or choice of law principles that would cause the application of laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement. The use of the words “include,” “includes” and “including” followed by one or more examples is intended to be illustrative and does not limit the scope of the description or term for which the examples are provided. In any action or proceeding under which a party enforces its respective rights hereunder, the non-prevailing party agrees to pay all costs incurred by the prevailing party therein (including reasonable attorneys’ fees).
  • 9.6. Severability. If any provision of this Agreement or the application thereof is for any reason, and to any extent thereof, determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, then a valid provision that most closely matches the intent of the original shall be substituted and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect its original intent.
  • 9.7. Waiver. The failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. No waiver by either party of any such provision shall be deemed to have been made unless expressed in writing and signed by such party.
  • 9.8. Notices. All notices required or permitted under this Agreement shall be in writing and delivered by courier, overnight delivery service or by certified mail and in each instance shall be deemed given upon receipt. All notices shall to Licensor be sent to the addresses set forth below or to such other address as may be specified by Licensor on its website or otherwise in writing. Licensor may provide notices to Licensee at the address provided by Licensee in connection with its order or otherwise as changed by Licensee by notice to Licensor in accordance with this clause.

Notices to Licensor:
Clear-Com LLC
2848 Whiptail Loop
Carlsbad, CA 92010 USA
Attention: General Counsel

  • 9.9. Effect of Purchase Orders and Other Documents. This Agreement is intended by Licensor and Licensee to operate as a basic set of operating conditions regarding the license of the Software and related services. Purchase orders or other documents may be used for convenience to identify the order information and any other terms of purchase orders are hereby rejected. Unless otherwise expressly provided herein, this Agreement shall prevail over any conflicting or additional terms or conditions of any purchase order or other document exchanged in connection with the ordering of the Software and related services. Any such conflicting or additional terms of Licensee are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given.
    9.10. Entire Agreement. This Agreement contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. Any modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by duly authorized representatives of the parties. A facsimile or e-mail transmission of a signed version of this Agreement shall be legal and binding on the applicable party.

Final 01/09/2018
PN: 399G283 Rev A