TRUCE SOFTWARE

SOFTWARE LICENSE AND SERVICES AGREEMENT

This Software License and Services Agreement (the “Agreement”) is made effective as of the date set forth in the first Subscription Order executed by the parties (the “Effective Date”), by and between Cellcontrol, Inc., d/b/a TRUCE Software (“Licensor”), a Delaware corporation, and the licensee named below (“Licensee”).

This Agreement governs the use of the TRUCE System  by Licensee, including its Users and Administrators (all as defined in the Standard Terms), under a non-exclusive license from Licensor.

This Agreement consists of the Subscription Order(s), this cover page, the attached Standard Terms and Conditions (the “Standard Terms”), as well as TRUCE’s Privacy Policy (available at www.trucesoftware.com/privacy, TRUCE’s Support Terms (available at https://support.trucesoftware.com), both of which are incorporated herein by reference, and, where applicable, the Data Processing Addendum of Exhibit A (also incorporated here).

STANDARD TERMS AND CONDITIONS

  1. Definitions. As used in this Agreement, the following capitalized terms shall be defined as follows:
    1. Administrator” means an employee of Licensee who is expressly authorized by Licensee to exercise administrative privileges on behalf of Licensee with respect to the TRUCE System.
    2. Confidential Information” means confidential, proprietary or non-public knowledge, data or information (including, without limitation, printed, digital, numerical, text-based, machine-readable, verbally transmitted or otherwise) in any way relating to the business of Licensor, its affiliates and/or any of their respective current or former shareholders, investors, customers, clients, directors, officers, employees, representatives, agents and/or partners, in any format now or hereafter known . Confidential Information includes, without limitation, information relating to pricing, fees, sales and marketing strategies, customer lists, potential investments and/or acquisitions, or the manner or method of conducting business.
    3. Covered Environment” means a vehicle or other location which is intended to be covered by the TRUCE System.
    4. Operating Software” means the proprietary software for the TRUCE System which is provided by Licensor for installation on a User Device, and has the capability of reducing or minimizing the functionality of that User Device when that User Device is located in a Covered Environment. In configurations of the TRUCE System which include a TRUCE Tag, the Operating Software interacts with the TRUCE Tag.
    5. Remote Management Console” means the hosted internet-based, password-protected management interface for the TRUCE System that Administrators may access to control individual policies and requirements for each UserID. The Remote Management Console enables Administrators to add or remove Users from Licensee’s account and to set, change, and monitor rules and policies for groups of Users or for individual Users.
    6. Term” has the meaning set forth in Section 2 below.
    7. Third Party Equipment” means User Devices and any and all other third party hardware, software or other accessories (including, without limitation, cell phones, tablets, computers, servers, modems, routers, cables and/or connectors) that may be necessary or appropriate in connection with Licensee’s use of the TRUCE System.
    8. Third Party Services” means any and all third party services (including, without limitation, service plans that provide cell phone service, wireless internet service, SMS and/or MMS texting services and/or other data services) that may be necessary or appropriate in connection with Licensee’s use of the TRUCE System.
    9. TRUCE System” means the system of software (including any mobile app), hardware and services known as “TRUCE” which is designed to provide protective measures to enhance safety in a vehicle, location or other environment, including, without limitation, the Remote Management Console, TRUCE Tags and Operating Software, together with any associated services, documentation, online functionality, updates and/or upgrades provided by Licensor in connection therewith.
    10. TRUCE Tag” means the proprietary hardware device and the software installed thereon which is provided by Licensor for installation in a Covered Environment in connection with certain configurations of the TRUCE System. The TRUCE Tag has wireless communication capabilities for communicating with the Operating Software.
    11. User” means an employee or independent contractor of Licensee who is expressly authorized by Licensee to use the TRUCE System pursuant to the license granted to the Licensee under the Agreement.
    12. User Device” means a mobile or other handheld device (g., cell phone, smartphone, tablet, laptop, etc.) which is owned and/or used by a User and intended to be covered by the TRUCE System.
    13. UserID” means a unique identification number issued or assigned to each User.
  1. Term: The license granted to the Licensee under this Agreement will be effective for a period commencing on the Effective Date and ending three (3) years after the Effective Date (the “Initial Period”). Following the Initial Period, the Agreement will automatically renew for a series of successive one (1) year renewal periods (each a “Renewal Period” and, together with the Initial Period, the “Term”). Notwithstanding the foregoing, each of Licensor and Licensee will have the right to terminate the Term at the end of the Initial Period or any Renewal Period, and for any reason (or no reason), upon not less than sixty (60) days’ prior written notice to the other party.

 

  1. Grant of License: The TRUCE System is a proprietary system that is owned by Licensor. It is licensed and not sold. Licensee’s rights to use the TRUCE System are limited and subject at all times to the terms and conditions of the license set forth in this Agreement. Licensor hereby grants to Licensee a limited, non-transferable, non-sublicensable, non-exclusive license to install and use the software comprising the TRUCE System (as set forth in the Subscription Order(s)) for Licensee’s own internal business purposes during the Term, subject to the terms and conditions set forth herein (the “License”). The License includes (a) the ability for one or more Administrators to access and control the policies and requirements of each UserID through the Remote Management Console, and (b) where applicable, to install and/or use one or more TRUCE Tags in Covered Environments (i.e., if TRUCE Tags are deployed as part of Licensee’s configuration of the TRUCE System). All rights in the TRUCE System other than those specifically granted to Licensee under this Agreement are expressly reserved by Licensor. Any hardware provided by Licensor pursuant to this Agreement remains owned by Licensor and may be used by Licensee during this Agreement. Unless expressly stated otherwise in a Subscription Order, within ten (10) days of any expiration or termination of this Agreement Licensee shall return all hardware to Licensor at Licensee’s expense in the same condition in which it was provided, normal wear and tear excepted.

 

  1. Payment Terms: Licensee shall pay Licensor all fees associated with Licensee’s use of the TRUCE System, in accordance with the terms of the Subscription Order(s) signed by Licensee and Licensor, and Licensor’s invoices issued pursuant thereto, without any deduction, setoff or bank charges. All payments made by Licensee are non-refundable. All payments are due within thirty (30) days of the invoice date. Late payments (other than amounts that are the subject of a legitimate dispute) will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowable interest under applicable law, from the due date until paid. Licensee shall also pay Licensor’s costs of collection, including Licensor’s reasonable attorneys’ fees and court costs, in connection with all late payments. The amounts due to Licensor do not include, and Licensee shall pay, any sales, use, property, value-added or other taxes (including any amounts to be withheld for the purpose of paying the foregoing) relating to, resulting from or based on use of the TRUCE System. If for any reason Licensor pays any of the foregoing taxes, then Licensor will have the right to seek reimbursement for all such taxes, and Licensee will promptly reimburse Licensor therefor.

 

  1. Third Party Services and Third Party Equipment: Licensee expressly acknowledges and agrees that: (i) use of the TRUCE System may require the use of Third Party Services and Third Party Equipment, including without limitation, that which is needed to distribute the TRUCE System to Users and Administrators, and to communicate with Licensor’s servers via data or SMS (text) transmissions; (ii) Licensee and/or its Users shall be solely responsible for obtaining any and all such Third Party Services and Third Party Equipment; (iii) the use of the TRUCE System by Licensee and its Users may result in fees or charges imposed by the providers of such Third Party Services and/or Third Party Equipment; and (iv) Licensee and/or its Users shall be solely responsible for paying any and all such fees and/or charges. Licensor is not responsible for the speed, quality, availability, or support of any connectivity, including, but not limited to, cellular, wifi, satellite, data hosting, or other service.

 

  1. Responsibility for Safety: Licensee expressly acknowledges and agrees that the TRUCE System is not a guarantee or assurance, and is not intended to be and cannot be considered or relied upon as a guarantee or assurance, of the personal safety of the Users or any other person located in any Covered Environment in which the TRUCE System may be usable, accessible or installed. Maintaining the safety of any Covered Environment is ultimately the responsibility of Licensee and the Users. Furthermore, there are many ways in which a User may be distracted, many of which do not involve a User Device. Licensee also expressly acknowledges and agrees that any modification to, tampering with or disabling of any portion of the TRUCE System (including any TRUCE Tag or Operating Software) is expressly prohibited under this Agreement. Without limiting the foregoing (or the provisions of Sections 12 through 16 below), Licensor shall have no liability or indemnification obligation for (a) the negligence of any User while driving or operating a vehicle or any other equipment in a Covered Environment, or (b) any instance where any modification of, tampering with, or disabling of any portion of the TRUCE System has occurred or been attempted.

 

  1. Communications Policy: As a condition of Licensor’s granting the License, Licensee expressly authorizes Licensor to communicate with Licensee, its Administrators and/or Users by any and all appropriate methods (including, without limitation, via push notifications, emails, or text messages) in furtherance of the maintenance and operation of the TRUCE System and/or the administration of this Agreement.

 

  1. Users and Administrators:
    1. Users. Each User (through the UserID associated with such User) will be governed by, and will be deemed to have agreed to be subject to, a set of rules and policies that will limit the functionality of his/her User Devices in a Covered Environment.
    2. Administrators. Licensee shall designate one or more of its employees who will act as Administrators with respect to Licensee’s account under this Agreement. The TRUCE System will provide each Administrator with certain administrative privileges with respect to Licensor’s account within the TRUCE System (which other Users will not have), including the ability to access and control the rules and policies associated with the UserID for each User. The Administrator shall be solely responsible for authorizing, issuing and deauthorizing Users, administering security profiles of Users, and inputting data regarding the Users. Licensee agrees that no User login credentials will be shared or otherwise utilized by two or more individuals at any time. Licensee shall timely deauthorize all Users that are no longer authorized to have access to the System. Licensee will maintain, and will cause all Administrators to maintain, the security of all information relating to Licensee’s account access under this Agreement, including login credentials; and Licensor shall have no responsibility for any loss, damages or liability in connection with any lost or stolen account access information. At all times during the Term, Licensee will ensure that there is at least one Administrator designated with respect to Licensee’s account. Licensee will promptly cancel the UserID or other credentials of any Administrator or User who (i) ceases to be engaged by Licensee as an employee or independent contractor, (ii) Licensee no longer wishes to have access to the TRUCE System for any other reason, or (iii) Licensee knows or reasonably believes is causing Licensee to breach any provision of this Agreement or is in any way misusing the TRUCE System. Licensee is responsible for all acts and failures to act of its Users, and for ensuring that all Users are permitted by applicable law to access the TRUCE System. Licensor shall have no responsibility or liability for any damage or loss caused by the failure of Licensee to deauthorize a User (e.g., a terminated employee).Licensee will ensure that all Users and Administrators comply with all of the terms and conditions of this Agreement.
  1. Limitations On Use:
    1. Licensee shall not permit anyone other than Users and Administrators to access and/or use the TRUCE System under Licensee’s account.
    2. Licensee shall not, and shall not permit others to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying ideas or algorithms of any part of the TRUCE System, (ii) modify, adapt, translate, alter, change or create derivative works of all or any part of the TRUCE System, (c) download, copy or collect information that could be used to copy all or any part of the TRUCE System, or (d) access or use all or any part of the TRUCE System for any purpose other than the uses expressly authorized in this Agreement.
    3. Licensee warrants, represents, and covenants that it has and shall properly obtain from its employees and contractors all consents and permissions necessary for Licensor to receive, use, store, transmit, and, disclose the personal information of such employees and contractors required by applicable law or regulation, including, but not limited to, the permissions and consents required under, and in accordance with, the General Data Protection Regulation (“GDPR”), where and as applicable.
  1. Ownership: The TRUCE System and all components thereof (including, without limitation, the TRUCE Tag, the Operating Software, the Remote Management Console and all other hardware, software, code, interfaces, text, photographs, graphics, animation, applets, music, video and audio incorporated therein and any related user guides and documentation related thereto), and any trademarks, service marks, logos, taglines, trade names, trade dress, URLs and/or domain names related to the TRUCE System, and all intellectual property rights therein (including, without limitation, all rights under patent, copyright, trademark, and trade secret laws), are and shall remain the sole and exclusive property of Licensor, throughout the universe and in perpetuity. Furthermore, if Licensee or any of its Administrators or Users suggests new features or functionality that Licensor, in its sole discretion, adopts for or incorporates in the TRUCE System, then all such new features or functionality will be the sole and exclusive property of Licensor, and Licensee (on its own behalf and on behalf of its Administrators and Users) agrees to and does hereby irrevocably grant, transfers, and assign automatically upon creation to Licensee all right, title and interest in and to such new features or functionality, throughout the universe and in perpetuity, without any requirement for further notice or additional consideration. Licensor reserves the right, in its sole discretion, at any time and without any obligation to notify Licensee or any other liability to Licensee, to update, improve, replace, modify or alter the specifications for and features and functionality of all or any part of the TRUCE System.

 

  1. Support: Licensor currently offers support for the TRUCE System under the Support Terms available at https://support.trucesoftware.com, which may be modified from time to time in Licensor’s sole discretion and shall be incorporated herein and effective upon posting to Licensor’s website.

 

  1. Disclaimer of Warranties: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE TRUCE SYSTEM ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. LICENSEE EXPRESSLY ASSUMES ALL RISKS AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE TRUCE SYSTEM. LICENSOR does not make any warranties OTHER THAN AS EXPRESSLY STATED HEREIN concerning the TRUCE SYSTEM OR THE SERVICES, AND TRUCE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, (A) ALL WARRANTIES WITH RESPECT TO MERCHANTABILITY, CONFORMITY TO ANY SPECIFICATION OR DESCRIPTION, EXISTENCE OF ANY LATENT OR PATENT DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR (B) ANY WARRANTY THAT the TRUCE SYSTEM will meet all of LICENSEE’S requirements, will operate with ALL THIRD PARTY SERVICES AND/OR THIRD PARTY EQUIPMENT, or that the use of the TRUCE SYSTEM will be error free. THESE DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL CONDITION OF THE AGREEMENT.

 

  1. Limitations of Liability: Notwithstanding anything to the contrary expressed or implied herein.
    1. In no event shall LICENSOR be liable to LICENSEE OR ANY OF LICENSEE’S USERS, ADMINISTRATORS OR ANY other EMPLOYEE, CONTRACTOR, AGENT OR OTHER PERSONNEL (THE “LICENSEE PARTIES”) for ANY OF THE FOLLOWING, WHETHER LICENSOR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES: (1) any indirect, special, consequential, punitive, or exemplary damages, including lost profits AND LOST SAVINGS; (2) ANY CLAIM ASSERTED BY ANY THIRD PARTY; (3) TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY CLAIMS OR DAMAGES RESULTING FROM DEATH OF OR INJURY TO LICENSEE, ANY USER, ANY ADMINISTRATOR, OR ANY OTHER EMPLOYEE, CONTRACTOR, AGENT, OTHER PERSONNEL OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, USE, IMPROPER USE, OR INABILITY TO USE THE TRUCE SYSTEM; AND, (4) ANY LEGAL FEES OR OTHER EXPENSES RELATED THERETO.
    2. THE TOTAL LIABILITY OF LICENSOR TO THE LICENSEE PARTIES WILL BE LIMITED TO THE LESSER OF (1) LICENSEE’S ACTUAL DIRECT DAMAGES, IF ANY OR (2) THE CUMULATIVE PAYMENTS ACTUALLY RECEIVED BY LICENSOR FROM LICENSEE PURSUANT TO THIS AGREEMENT during the twelve (12) month period immediately preceding the date on which the applicable claim arose.
    3. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL CONDITION OF THE AGREEMENT.
    4. The limitations set forth in this Section 13 shall apply regardless of the form, nature or type of claim or cause of action asserted by any licensee party, whether in contract, tort or otherwise, and shall survive any termination of this Agreement, regardless of the reason for such termination.
    5. Notwithstanding the foregoing, the parties acknowledge that, in some jurisdictions, applicable law does not allow the exclusion or limitation of incidental, consequential or special damages, the exclusion of implied warranties, or limitations on how long a given warranty may last, so some of the above limitations may not apply.

    14. Exclusive Remedy for Defective Hardware: If any TRUCE Tag or other hardware provided by Licensor is defective, then Licensee’s sole and                  exclusive remedy will be to return the defective unit and Licensor shall send a replacement TRUCE Tag. This exclusive remedy is an essential                  condition of this Agreement.

  1. Licensee’s Liability for Lost or Damaged Hardware: If any TRUCE Tag or other hardware provided by Licensor is lost or damaged, then Licensee shall be required to reimburse Licensor for the reasonable replacement cost (as specified by Licensor).

    16. Indemnification:

1. Licensee will indemnify, defend and hold harmless Licensor and its affiliates, and their respective officers, directors, shareholders, employees, successors and assigns, from and against all losses, claims, judgments, liabilities, damages, fines, penalties, assessments, actions or causes of action (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or in connection with (a) any use of the TRUCE System, (b) any breach by Licensee of its obligations under this Agreement, (c) any negligence or willful misconduct of Licensee, its Users, Administrators, or other employees, contractors, personnel or agents, or (d) claims by any of Licensee’s employees, contractors, agents or other personnel for compensation of any kind, including for injuries or damages under workmen’s compensation or similar laws.

2. Licensor will indemnify, defend and hold harmless License and its affiliates, and their respective officers, directors, shareholders, employees, successors and assigns, from and against all Losses, arising out of or in connection with any third party claim that the TRUCE System as installed and used by Licensee in accordance with this Agreement infringes the valid intellectual property rights of any third party.

  1. Confidentiality. During the Term, each of Licensor and Licensee may have access to certain Confidential Information of the other party. each party agrees that it shall not directly or indirectly disclose, use, sell, license, publish, reproduce or otherwise make available to any person or entity any Confidential Information of the other party without the other party’s prior written consent. Furthermore, each of Licensor and Licensee shall keep the terms of this Agreement strictly confidential and not disclose any of those terms to any person or entity except as may be required by law, provided that each such party may disclose the terms of this Agreement to its officers, directors, employees, attorneys, advisors, and/or other professional representatives who have a need to know such information, but only if such parties agree to maintain the confidentiality of such terms. Nothing in this Agreement shall prevent either party’s disclosure of Confidential Information solely to the extent required to comply with applicable law or regulation or a valid order of a court of competent jurisdiction; provided that if either party receives a demand from a third party which purports to require disclosure of Confidential Information (e.g., a subpoena), such party shall notify and consult with the other party promptly following receipt of such demand or request (and prior to making any such disclosure), and cooperate with such other party in any efforts to oppose and/or limit such disclosure. The obligations of confidentiality under this Section 17 shall be during this Agreement, and, after any expiration or termination, as follows: (i) for Confidential Information other than trade secrets (as defined by applicable law), for three (3) years; (ii) for trade secrets, for so long as such information is maintained by the holder thereof as trade secret and the trade secret status has not been lost as determined by court from which no further appeal is taken; and (iii) for Personal Information (as defined by applicable law), forever. Licensor shall comply with the Privacy Policy, which may be modified from time to time in Licensor’s sole discretion and shall be incorporated herein and effective upon posting to Licensor’s website.
  1. Termination: In the event either party commits a material breach of this Agreement, the other party may, upon thirty (30) days’ prior written notice, terminate this Agreement; provided, however, that this Agreement shall not be terminated if, with respect to breaches that by their nature are capable of being cured, the breaching party cures the breach within thirty (30) days after receipt of the notice of breach. Upon termination of this Agreement, the Term, the license herein granted to Licensee and all of Licensee’s rights with respect to the TRUCE System will immediately cease and terminate. Upon expiration or termination of this Agreement, Licensee shall deliver to Licensor, or at Licensor’s written request, destroy, delete, or permanently erase from all devices and systems which are controlled directly or indirectly by Licensee and/or its Users, any and all instances of the software and all documentation as well as all other Confidential Information of Licensor.

 

  1. Dispute Resolution
    1. Time Limitation. Any claim or action against Licensor must be brought within twelve (12) months of the cause arising.
    2. Agreement to Arbitrate.
      1. In the event of any dispute, claim, question or disagreement arising from or relating to the Terms or the breach thereof, the parties hereto shall use good faith efforts to settle the dispute, claim, question, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, then, upon notice by either party to the other, such dispute, claim, question or disagreement shall be resolved by binding arbitration in DuPage County, Illinois, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this Section. This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable time after the dispute has arisen, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of the arbitrator shall be made in writing and shall be final. Judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act, the terms of which Sections the parties agree shall apply. The expenses of arbitration, including and the fees and expenses of the arbitrator and the AAA, shall be shared equally by the parties.
      2. The arbitrator will have no authority to award attorneys’ fees, punitive damages, or any other monetary relief not measured by the prevailing party’s actual damages and each party irrevocably waives any claim thereto. The award may include equitable relief. The arbitrator will not make any ruling, finding, or award that does not otherwise conform to the Terms. The arbitrator may render a summary disposition relative to all or some of the issues, provided that the responding party has had an adequate opportunity to respond to any such application for such disposition.
      3. The parties agree to treat all aspects of the arbitration as confidential, as provided in the AAA Rules. Before making any disclosure permitted by the Rules, a party shall give written notice to the other party and afford such party a reasonable opportunity to protect its interests. Further, judgment on the arbitrators’ award may be entered in any court having jurisdiction.
      4. Exceptions to Agreement to Arbitrate. You and we agree that we will go to court to resolve disputes relating to: (a) your or our intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents); or (b) your breach of confidentiality.
  2. Governing Law; Jurisdiction; Venue: This Agreement will be governed by and construed in accordance with the laws of the State of Illinois in the United States, without reference to its conflict of laws principles. Each party hereby consents to the personal jurisdiction of the State of Illinois, acknowledges that venue is proper in the state court in DuPage County, Illinois or federal court in the Northern District of Illinois, agrees that any action arising out of or related to this Agreement must be brought exclusively in a state or federal court in the State of Illinois, and waives any objection it has or may have in the future with respect to any of the foregoing. The parties expressly agree that this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
  1. Force Majeure: Neither party will be deemed to be in breach of its obligations under this Agreement by reason of its failure to perform its obligations hereunder if such failure is due to fire, flood, earthquake or other natural disaster; labor dispute; terrorist act or act of war; law, decree or order by any governmental authority; or any other cause beyond such party’s control. However, in no event will the foregoing sentence excuse Licensee’s payment obligations hereunder.
  2. Waiver: Failure or delay to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times will not be deemed a waiver or relinquishment of that right or power at any other time.

 

  1. Severability: All provisions of this Agreement apply to the maximum extent permitted by applicable law. If a court of competent jurisdiction finds any part of this Agreement to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in full force and effect.
  2. No Third Party Beneficiaries: Except as expressly set forth herein, nothing in this Agreement shall be construed as giving any person or entity (other than Licensor, Licensee and their respective successors and permitted assigns) any right, remedy or claim under or in respect of this Agreement or any provision hereof.
  3. Notices: All notices required to be given pursuant to this Agreement shall be given in writing and delivered by fax, hand, certified first class mail, email or overnight courier, addressed to the receiving party at the contact information stated on the cover page. Each party will provide written notice to the other party in the event of a change in contact information. Notice shall be deemed given (i) on the day when sent by fax, with evidence of successful transmission retained; (ii) on the day when delivered by hand; (iii) three (3) days after mailing by first class mail with tracking receipt retained; (iv) one (1) day after delivering to a recognized overnight delivery carrier; or, (v) on the date sent by electronic mail, provided that confirmation is sent by one of the other foregoing methods.
  4. Compliance with Laws: Licensee shall comply with all applicable laws and regulations (as may be implemented or amended from time tom time) in performing its obligations under this Agreement.
  5. Entire Agreement: This Agreement (including all Subscription Order(s) and Exhibits attached hereto) constitutes the entire agreement between the parties with respect to the use of the TRUCE System and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by the parties, except that the Privacy Policy (available at trucesoftware.com/privacy-policy) and the Support Terms (available at https://support.trucesoftware.com) may be modified by Licensor from time to time at its discretion. Neither the course of conduct between parties nor trade practice will act to amend or modify any provision of this Agreement.
  6. Assignment: Licensor may assign, convey, or transfer, whether by contract, merger or operation of law (collectively, “assign” and its variants) this Agreement, in whole or in part, at any time, with or without notice to Licensee, to any subsidiary, affiliated or controlling entity, to any person or entity owning or acquiring all or a substantial portion of the stock or assets of Licensor, and such rights may be similarly assigned by any such assignee. Licensee may not assign, delegate or otherwise transfer this Agreement, or assign, transfer or sublicense any rights or duties under this Agreement without Licensor’s prior written consent.
  7. Data Processing Addendum: For Licensees who have or may have employees or contractors who are residents or citizens of the European Economic Area and who are subject to the regulations under the European Union General Data Protection Regulation, the Data Processing Addendum set forth in Exhibit C annexed hereto and incorporated herein shall apply.

EXHIBIT A (WHERE APPLICABLE)

DATA PROCESSING ADDENDUM