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Step 1 of 2: Agreement
You must agree to the following terms prior to creating an account.
Terms	Surety AbsoluteProof Service End User License Agreement * PLEASE CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS END USER LICENSE AGREEMENT (EULA). YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THE EULA. THE SURETY SOFTWARE WILL NOT INSTALL ON YOUR COMPUTER AND YOU WILL THEREFORE NOT BE ABLE TO ACCESS OR USE THE SURETY SOFTWARE OR THE ABSOLUTEPROOF SERVICE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA. YOUR CLICK OF THE ACCEPT BUTTON REPRESENTS YOUR SIGNATURE THAT YOU ACCEPT THE TERMS OF THE EULA. SURETY MEANS SURETY, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND LICENSEE, YOU AND YOUR MEANS THE ENTITY THAT HAS ACCEPTED THE TERMS OF THIS EULA OR THE INDIVIDUAL ACTING ON ITS OWN OR ON BEHALF OF SUCH ENTITY. THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU AND SURETY FOR THE USE OF THE SURETY SOFTWARE AND THE ABSOLUTEPROOF SERVICE, WHICH MAY ALSO INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS AND ANY ONLINE OR ELECTRONIC DOCUMENTATION. BY USING THE SURETY SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA AND ANY OTHER TERMS AND CONDITIONS APPLICABLE TO YOU OR THE ENTITY ON WHOSE BEHALF YOU ARE ACTING. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT INSTALL OR USE THE SURETY SOFTWARE OR ACCESS THE ABSOLUTEPROOF SERVICE. THE SURETY SOFTWARE AND ABSOLUTEPROOF SERVICE ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS. * For and in consideration of the representations and promises of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) AbsoluteProof Service means: (i) the Surety Software, in object code only, and; (ii) the features and functionality comprising Surety's proprietary electronic records certification and validation technology made available to Licensee pursuant to this Agreement. (b) Confidential Information means this Agreement, the AbsoluteProof Service, Documentation, trade secrets, and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which, as demonstrated by the receiving party, is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of Confidential Information. (c) Documentation means technical publications such as reference, user, systems administration and/or technical guides (in hard copy or on-line) relating to the use of the AbsoluteProof Service made available by Surety to Licensee from time to time. (d) Intellectual Property Rights means all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefor and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask work registrations, and applications therefor in the U.S. or any foreign country, and all other rights corresponding thereto throughout the world; and (iv) any other proprietary rights anywhere in the world. (e) Seal means the electronic certification record provided by Surety to Licensee for each electronic record submitted to the AbsoluteProof Service. (f) Surety Client Software means that component of the Surety Software that resides on Licensees computer systems. (g) Surety Platform Software means that component of the Surety Software that resides at Surety's third party data centers. (h) Surety Software means the Surety Client Software, Surety Platform Software and the other features and functionality comprising Surety's proprietary technology and application software, in object code only, made available to Licensee pursuant to this Agreement. (i) Transaction means Licensees submission of an electronic record to the AbsoluteProof Service to obtain a Seal. (j) Update means any version of the AbsoluteProof Service developed subsequent to the Effective Date that implements minor improvements or augmentations to, or which corrects material failures of, the AbsoluteProof Service to conform to the Documentation. (k) Upgrade means any version of the AbsoluteProof Service developed subsequent to the Effective Date that implements additional features or functions, or which produces substantial and material improvements with respect to the utility and efficiency of the AbsoluteProof Service, but which does not constitute merely an Update as determined by Surety in its sole discretion. 2. Licenses. (a) Software and Service. Surety grants to Licensee, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, non-sublicenseable right and license during the Term to access and use the AbsoluteProof Service to obtain Seals for electronic records. (b) Documentation. Surety grants to Licensee, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the Term to use the Documentation for Licensees internal business purposes only in connection with its use of the AbsoluteProof Service. Documentation describing the use and operation of the AbsoluteProof Service will be made available to Licensee in electronic form and shall contain instructions for access to and use of the AbsoluteProof Service and user identification and security procedures. Licensee may download and print Documentation solely for its personal use, but may not modify or distribute the Documentation, adaptations, transcriptions, or merged portions thereof without the prior written consent of Surety. (c) Usage Restrictions. Licensee shall not use the AbsoluteProof Service or Documentation for any purposes beyond the scope of the license granted hereunder. Licensee shall not adapt, alter, modify, translate or create derivative works of the AbsoluteProof Service or the Documentation. Nothing in this Agreement shall be construed to give Licensee a right to use, or otherwise obtain access to, any source code from which the AbsoluteProof Service is compiled or interpreted, and Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain any such source code. Licensee shall not assign, sublicense, market, sell, lease, rent, distribute, convey, timeshare or otherwise transfer, or pledge as security or otherwise encumber, the rights and license granted hereunder with respect to the AbsoluteProof Service and Documentation, or use such as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Licensee shall not allow any third party or unlicensed user or computer system to access or use the AbsoluteProof Service. Licensee shall not demonstrate or disclose the results of any testing or benchmarking of the AbsoluteProof Service to any third party without Surety's express prior written permission. Licensee shall take all reasonable steps to protect the AbsoluteProof Service from unauthorized access, copying or use. Licensee shall undertake all measures necessary to ensure that its use of the AbsoluteProof Service and Documentation complies in all respects with applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties, the AbsoluteProof Service and the Documentation, including without limitation by means of obtaining any permits, licenses and/or approvals required with respect to export regulations under the Bureau of Export Administration or any other agency or department of the federal government of the United States of America. 3. Surety Obligations. (a) Access. Surety will make available the AbsoluteProof Service available to Licensee as of the Effective Date. Surety shall specify to Licensee procedures according to which Licensee may establish and obtain access to, and use of, the AbsoluteProof Service, including without limitation provision of access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable Licensee to access the features and functions of the AbsoluteProof Service as contemplated herein. (b) Hosting. Surety shall, at its expense, provide for the installation and hosting of the AbsoluteProof Service, except for the Surety Client Software, which shall be installed by Licensee and reside on Licensees computer systems. Surety shall be responsible for the operation and maintenance of the AbsoluteProof Service (except for the Surety Client Software, as noted in the immediately preceding sentence), its hardware, its connectivity to the Internet, its operating system, the Surety Platform Software, and any third-party application software associated with, or necessary for, the operation of the AbsoluteProof Service, including functions associated with access to the features and functions of the AbsoluteProof Service as contemplated herein. Surety shall adapt and configure the AbsoluteProof Service as may be reasonably necessary to permit Licensee to access the features and functions of the AbsoluteProof Service as contemplated herein. Surety shall be permitted to enter into an arrangement with one or more third parties for the performance of Surety's obligations under this Section. (c) No Service Level Agreement. Surety makes no covenants, commitments, agreements, representations or warranties regarding the uptime or operation of the AbsoluteProof Service, including without limitation service level agreements. (d) Technical Support. Surety will provide technical support services to Licensee for the AbsoluteProof Service by using commercially reasonable efforts to respond to e-mails sent to support@surety.com. Except for responding to such e-mails, Surety shall have no obligation to provide any support services to Licensee. (e) Updates and Upgrades. Surety may from time to time, in its sole discretion, develop Updates and Upgrades. Any Update or Upgrade made available to Licensee hereunder shall be deemed part of the AbsoluteProof Service and shall be subject to all the terms and conditions of this Agreement. 4. Licensee Obligations. (a) In addition to the obligations of Licensee otherwise stated in this Agreement, (i) Licensee shall, at its cost and expense, be solely responsible for separately arranging for and paying for Internet access through an Internet service provider or its choice that will provide access to the AbsoluteProof Service; and (ii) Licensee shall be solely responsible for maintaining the security of the environment in which the AbsoluteProof Services are used by Licensee, including without limitation securely storing all Seals sent by Surety to Licensee, and Licensee acknowledges that Surety shall no obligation to store any Seals. (b) Security. Licensee shall be solely responsible for the security of passwords issued to it. Licensee shall comply with the procedures specified by Surety from time to time regarding obtaining and updating Passwords to the AbsoluteProof Service. Passwords are subject to cancellation or suspension by Surety upon the misuse of any password by Licensee. Licensee shall use reasonable efforts to prevent any third party from obtaining his or her password, and Licensee shall inform Surety immediately of any actual or potential unauthorized access to a password or to the AbsoluteProof Service. 5. Fees, Payment and Taxes. Licensee shall pay to Surety, without offset or deduction, the nonrefundable, noncancellable fees, rates and charges specified during the registration process for the AbsoluteProof Service and for any and all Renewal Terms (the Fees). Surety may increase or decrease Fees and/or modify the usage model for the AbsoluteProof Service at any upon at least ninety (90) days prior written notice to Licensee, provided that no such Fee or usage model changes shall take effect until the next anniversary of the Effective Date. Licensee shall reimburse Surety for all sales, use, excise, withholding or other taxes, fees or duties not based on income, arising out of this Agreement. 6. Intellectual Property Rights. All right, title and interest in and to the Surety Software, the AbsoluteProof Service, its components and the Confidential Information received by Licensee from Surety, including without limitation all Intellectual Property Rights therein and all corrections, updates, adaptations, modifications, enhancements and derivative works thereof, shall remain exclusively with Surety and its licensors, as applicable. Licensee shall at the sole cost of Surety execute all documents and take all actions required by Surety to confirm such rights and to retain all proprietary marks, legends and patent and copyright notices that appear as part of the Surety Software or the AbsoluteProof Service, the Documentation and Confidential Information delivered to Licensee by Surety and all whole or partial copies made by Licensee thereof as specifically permitted by this Agreement. Except as expressly set forth in this Agreement, neither party grants to the other party under their own Intellectual Property Rights any license under any such Intellectual Property Rights under any legal theory, including without limitation by implication, estoppel or otherwise. 7. Representations and Warranties. Each party hereby represents and warrants, during the Term of the Agreement, that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) it has the legal right and authority to enter into and perform its obligations under this Agreement; (iii) the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such party; and (iv) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms. 8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. THE ABSOLUTEPROOF SERVICE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS. LICENSEE ASSUMES TOTAL RESPONSIBILITY FOR THE USE OF THE ABSOLUTEPROOF SERVICE AND ACCESSES THE SAME AT ITS OWN RISK. SURETY EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR ACTIONS TAKEN ON THE INTERNET AND SURETY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH ACTIONS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SURETY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE FUNCTIONS CONTAINED IN THE ABSOLUTEPROOF SERVICE, THE SURETY SOFTWARE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE ABSOLUTEPROOF SERVICE WILL MEET LICENSEES REQUIREMENTS OR THAT THE OPERATION THEREOF OR ACCESS THERETO WILL BE ERROR FREE, CURRENT OR UNINTERRUPTED. TO THE GREATEST EXTENT ALLOWED BY LAW, SURETY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. NO ADVICE OR INFORMATION GIVEN BY SURETY, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. 9. Limitation of Liability. IN NO EVENT WILL SURETY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOOD WILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CONTENT OR DATA, COST OF COVER OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT. SURETY AND ITS AFFILIATES MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY CLAIM WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AGGREGATE FEES PAID BY LICENSEE TO SURETY PURSUANT TO THIS AGREEMENT IN THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE CLAIM AROSE. 10. Indemnities. (a) Surety. Surety shall, at its expense, defend or settle any claim, action or allegation brought against Licensee that the AbsoluteProof Service infringes any copyright or U.S. patent and shall pay any final judgments awarded or settlements entered into, provided that Licensee gives prompt written notice to Surety of any such claim of infringement and gives Surety the authority to proceed as contemplated herein. Surety will have the exclusive right to defend any such claim, and make settlements thereof at its own discretion, and Licensee may not settle or compromise such claim, except with prior written consent of Surety. At Surety\'s cost, Licensee shall give such assistance and information as Surety may reasonably require to settle or oppose such claims. In the event that the use of the AbsoluteProof Service is or may be enjoined, Surety will use commercially reasonable efforts to either: (i) repair or replace the infringing part of the AbsoluteProof Service with a non-infringing version of the AbsoluteProof Service of no less than equivalent functionality; or (ii) obtain a license permitting Licensees continued use of the allegedly infringing part of the AbsoluteProof Service. If neither (i) nor (ii) is reasonably available to Surety, in its discretion, Surety may terminate the Agreement. The foregoing obligations shall not apply to the extent the infringement arises as a result of modifications to the AbsoluteProof Service by Licensee. This Section 10(a) states the entire liability of Surety, and Licensees sole and exclusive remedy, with respect to infringement of any Intellectual Property Right. (b) Licensee. Licensee shall, at its expense, indemnify, defend and hold Surety, its successors and assigns, its parent, subsidiaries, directors, officers, contractors, employees and agents (collectively, the Indemnified Parties) harmless from and against any and all claims, demands, actions, causes of action, damages, loss, deficiency, cost, liability and expense, including reasonable attorneys fees and amounts paid in settlement, resulting from or arising out of any claim, suit, action or proceeding (each a Claim) that may be made or brought against any of the Indemnified Parties or which any of the Indemnified Parties may suffer resulting from, arising out of or related to: (i) Licensees negligence or intentional misconduct; (ii) Licensees breach of any of its representations or warranties contained in this Agreement; (iii) Licensees use of the AbsoluteProof Service violating the law of any jurisdiction; or (iv) Licensees use of the AbsoluteProof Service. The Indemnified Parties shall provide Licensee with prompt written notice of such Claim and shall give Licensee the sole control and authority with respect to the defense or settlement of any Claim, and the Indemnified Party shall cooperate fully with Licensee in the defense of any Claim. Licensee shall not enter into any settlement of any Claim that imposes liability or restrictions on the Indemnified Parties without the prior written approval of the Indemnified Parties. 11. Confidential Information. Neither party shall, without the prior written consent of the other party, disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Each party shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each party represents that it exercises reasonable care to protect its own Confidential Information. The receiving party may disclose Confidential Information if required by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. 12. Term; Termination. (a) Term. This Agreement commences on the Effective Date and, unless earlier terminated as set forth below, continues for a one-year period (the Initial Term). At the end of the Initial Term, this Agreement automatically renews on an annual basis (the Renewal Term) at Surety's then-current Fees, unless either party provides the other party with written notice of its intent not to renew at least ninety (90) days prior to the end of the then-current Term. The Initial Term and the Renewal Term are referred to herein as the Term. (b) Termination. Surety may terminate this Agreement at any time after the end of the Initial Term upon ninety (90) days prior written notice to Licensee. Surety may, by written notice to Licensee, terminate this Agreement if Licensee is in breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after Surety gives Licensee written notice of such breach; provided, however, that any willful unauthorized access, use, copying, disclosure, distribution or sublicensing of the AbsoluteProof Service by Licensee will be deemed to be a material breach of this Agreement that cannot be cured. Termination will become effective immediately or on the date set forth in the written notice of termination and shall be in addition to any other rights available to Surety under law or equity. Suretys remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. No termination will entitle Licensee to a refund of any monies that have been paid to Surety. (c) Obligations Upon Expiration or Termination. Upon the expiration or termination of the Agreement, (i) each party will return to the other party any Confidential Information of the other party; and (ii) Licensee will no longer have access to AbsoluteProof Service. (d) Survivability. The following sections of this Agreement shall survive the expiration or termination of this Agreement for any reason: Sections 1, 5, 6, 8, 9, 10, 11, 12(c), 12(d) and 14. 13. Right to Measure and Monitor Usage. Surety may use electronic tools and procedures to monitor and verify Licensees compliance with the terms of this Agreement. 14. Miscellaneous. (a) Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter herein and supersedes all prior, collateral or contemporaneous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may be amended or supplemented only by a writing that refers specifically to this Agreement and that is signed by duly authorized representatives of both parties. No terms, provisions or conditions of any request for proposal, purchase order, acknowledgement or other business form that Licensee may use in connection with this Agreement will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify, this Agreement, regardless of any failure of Surety to object to such terms, provisions or conditions. (b) Payments. All payments to Surety shall be in United States currency drawn on a United States bank. (c) Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties, including but not limited to acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions, but the inability to meet financial obligations is expressly excluded. (d) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the United States of America, without regard to conflict of laws principles. The Uniform Computer Information Transactions Act (UCITA) is specifically excluded from applicability to this Agreement. (e) Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. (f) Waiver. Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefit thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. (g) Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (i) delivered in person, (ii) sent by registered mail return receipt requested, (iii) sent by overnight air courier, or (iv) by facsimile, in each case forwarded to the appropriate address set forth herein. (h) Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. (i) Injunctive Relief. Licensee agrees that certain breaches of this Agreement by it may result in irreparable harm to Surety, the extent of which would be difficult and/or impracticable to assess, and where money damages would not be an adequate remedy for that breach. Accordingly, Surety shall be entitled to seek any and all remedies available at law or in equity, including, without limitation, injunctive relief or specific performance. (j) Publicity. Licensee shall not use the name, trademarks or other proprietary identifying symbol of Surety or its affiliates, without Surety's prior written consent. Surety may issue a press release or other public announcement regarding this Agreement or the relationship between Licensee and Surety upon prior written notice to Licensee. Surety may use Licensees name and logo in press releases, product brochures, financial reports and other promotional materials. (k) Assignment. Neither this Agreement nor any rights under this Agreement may be assigned, delegated, sublicensed, pledged or otherwise transferred by Licensee, in whole or in part, whether defacto, voluntarily, by operation of law, or otherwise, including by way of sale of assets, merger or consolidation, without the prior written consent of Surety, and any purported assignment without such consent shall be void ab initio. Surety may assign this Agreement upon prior written notice to Licensee at any time, including without limitation in connection with a merger or sale of all or substantially all of its assets or capital stock, or to a direct or indirect parent, subsidiary or affiliate. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. (l) No Third Party Beneficiaries. The terms, representations, warranties and agreements of the parties set forth in this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any person or entity that is not a party to this Agreement. (m) U.S Government End Users. The Documentation and the software components that constitute AbsoluteProof Service is a commercial item as that term is defined at 48 C.F.R. 2.101, consisting 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 U.S. Government end users acquire AbsoluteProof Service and the Documentation with only those rights set forth therein. ";s:17:"renewal_agreement";s:22:"Renewal Agreement Text";s:15:"trial_agreement";s:29254:"Surety AbsoluteProof Service End User License Agreement * PLEASE CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS DESCRIBED IN THIS END USER LICENSE AGREEMENT (EULA). YOU WILL BE ASKED TO REVIEW AND EITHER ACCEPT OR NOT ACCEPT THE TERMS OF THE EULA. THE SURETY SOFTWARE WILL NOT INSTALL ON YOUR COMPUTER AND YOU WILL THEREFORE NOT BE ABLE TO ACCESS OR USE THE SURETY SOFTWARE OR THE ABSOLUTEPROOF SERVICE UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS EULA. YOUR CLICK OF THE ACCEPT BUTTON REPRESENTS YOUR SIGNATURE THAT YOU ACCEPT THE TERMS OF THE EULA. SURETY MEANS SURETY, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND LICENSEE, YOU AND YOUR MEANS THE ENTITY THAT HAS ACCEPTED THE TERMS OF THIS EULA OR THE INDIVIDUAL ACTING ON ITS OWN OR ON BEHALF OF SUCH ENTITY. THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU AND SURETY FOR THE USE OF THE SURETY SOFTWARE AND THE ABSOLUTEPROOF SERVICE, WHICH MAY ALSO INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS AND ANY ONLINE OR ELECTRONIC DOCUMENTATION. BY USING THE SURETY SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA AND ANY OTHER TERMS AND CONDITIONS APPLICABLE TO YOU OR THE ENTITY ON WHOSE BEHALF YOU ARE ACTING. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT INSTALL OR USE THE SURETY SOFTWARE OR ACCESS THE ABSOLUTEPROOF SERVICE. THE SURETY SOFTWARE AND ABSOLUTEPROOF SERVICE ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS. * For and in consideration of the representations and promises of the parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) AbsoluteProof Service means: (i) the Surety Software, in object code only, and; (ii) the features and functionality comprising Suretys proprietary electronic records certification and validation technology made available to Licensee pursuant to this Agreement. (b) Confidential Information means this Agreement, the AbsoluteProof Service, Documentation, trade secrets, and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which, as demonstrated by the receiving party, is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of Confidential Information. (c) Documentation means technical publications such as reference, user, systems administration and/or technical guides (in hard copy or on-line) relating to the use of the AbsoluteProof Service made available by Surety to Licensee from time to time. (d) Intellectual Property Rights means all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefor and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask work registrations, and applications therefor in the U.S. or any foreign country, and all other rights corresponding thereto throughout the world; and (iv) any other proprietary rights anywhere in the world. (e) Seal means the electronic certification record provided by Surety to Licensee for each electronic record submitted to the AbsoluteProof Service. (f) Surety Client Software means that component of the Surety Software that resides on Licensees computer systems. (g) Surety Platform Software means that component of the Surety Software that resides at Suretys third party data centers. (h) Surety Software means the Surety Client Software, Surety Platform Software and the other features and functionality comprising Suretys proprietary technology and application software, in object code only, made available to Licensee pursuant to this Agreement. (i) Transaction means Licensees submission of an electronic record to the AbsoluteProof Service to obtain a Seal. (j) Update means any version of the AbsoluteProof Service developed subsequent to the Effective Date that implements minor improvements or augmentations to, or which corrects material failures of, the AbsoluteProof Service to conform to the Documentation. (k) Upgrade means any version of the AbsoluteProof Service developed subsequent to the Effective Date that implements additional features or functions, or which produces substantial and material improvements with respect to the utility and efficiency of the AbsoluteProof Service, but which does not constitute merely an Update as determined by Surety in its sole discretion. 2. Licenses. (a) Software and Service. Surety grants to Licensee, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, non-sublicenseable right and license during the Term to access and use the AbsoluteProof Service to obtain Seals for electronic records. (b) Documentation. Surety grants to Licensee, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the Term to use the Documentation for Licensees internal business purposes only in connection with its use of the AbsoluteProof Service. Documentation describing the use and operation of the AbsoluteProof Service will be made available to Licensee in electronic form and shall contain instructions for access to and use of the AbsoluteProof Service and user identification and security procedures. Licensee may download and print Documentation solely for its personal use, but may not modify or distribute the Documentation, adaptations, transcriptions, or merged portions thereof without the prior written consent of Surety. (c) Usage Restrictions. Licensee shall not use the AbsoluteProof Service or Documentation for any purposes beyond the scope of the license granted hereunder. Licensee shall not adapt, alter, modify, translate or create derivative works of the AbsoluteProof Service or the Documentation. Nothing in this Agreement shall be construed to give Licensee a right to use, or otherwise obtain access to, any source code from which the AbsoluteProof Service is compiled or interpreted, and Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain any such source code. Licensee shall not assign, sublicense, market, sell, lease, rent, distribute, convey, timeshare or otherwise transfer, or pledge as security or otherwise encumber, the rights and license granted hereunder with respect to the AbsoluteProof Service and Documentation, or use such as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Licensee shall not allow any third party or unlicensed user or computer system to access or use the AbsoluteProof Service. Licensee shall not demonstrate or disclose the results of any testing or benchmarking of the AbsoluteProof Service to any third party without Suretys express prior written permission. Licensee shall take all reasonable steps to protect the AbsoluteProof Service from unauthorized access, copying or use. Licensee shall undertake all measures necessary to ensure that its use of the AbsoluteProof Service and Documentation complies in all respects with applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties, the AbsoluteProof Service and the Documentation, including without limitation by means of obtaining any permits, licenses and/or approvals required with respect to export regulations under the Bureau of Export Administration or any other agency or department of the federal government of the United States of America. 3. Surety Obligations. (a) Access. Surety will make available the AbsoluteProof Service available to Licensee as of the Effective Date. Surety shall specify to Licensee procedures according to which Licensee may establish and obtain access to, and use of, the AbsoluteProof Service, including without limitation provision of access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable Licensee to access the features and functions of the AbsoluteProof Service as contemplated herein. (b) Hosting. Surety shall, at its expense, provide for the installation and hosting of the AbsoluteProof Service, except for the Surety Client Software, which shall be installed by Licensee and reside on Licensees computer systems. Surety shall be responsible for the operation and maintenance of the AbsoluteProof Service (except for the Surety Client Software, as noted in the immediately preceding sentence), its hardware, its connectivity to the Internet, its operating system, the Surety Platform Software, and any third-party application software associated with, or necessary for, the operation of the AbsoluteProof Service, including functions associated with access to the features and functions of the AbsoluteProof Service as contemplated herein. Surety shall adapt and configure the AbsoluteProof Service as may be reasonably necessary to permit Licensee to access the features and functions of the AbsoluteProof Service as contemplated herein. Surety shall be permitted to enter into an arrangement with one or more third parties for the performance of Suretys obligations under this Section. (c) No Service Level Agreement. Surety makes no covenants, commitments, agreements, representations or warranties regarding the uptime or operation of the AbsoluteProof Service, including without limitation service level agreements. (d) Technical Support. Surety will provide technical support services to Licensee for the AbsoluteProof Service by using commercially reasonable efforts to respond to e-mails sent to support@surety.com. Except for responding to such e-mails, Surety shall have no obligation to provide any support services to Licensee. (e) Updates and Upgrades. Surety may from time to time, in its sole discretion, develop Updates and Upgrades. Any Update or Upgrade made available to Licensee hereunder shall be deemed part of the AbsoluteProof Service and shall be subject to all the terms and conditions of this Agreement. 4. Licensee Obligations. (a) In addition to the obligations of Licensee otherwise stated in this Agreement, (i) Licensee shall, at its cost and expense, be solely responsible for separately arranging for and paying for Internet access through an Internet service provider or its choice that will provide access to the AbsoluteProof Service; and (ii) Licensee shall be solely responsible for maintaining the security of the environment in which the AbsoluteProof Services are used by Licensee, including without limitation securely storing all Seals sent by Surety to Licensee, and Licensee acknowledges that Surety shall no obligation to store any Seals. (b) Security. Licensee shall be solely responsible for the security of passwords issued to it. Licensee shall comply with the procedures specified by Surety from time to time regarding obtaining and updating Passwords to the AbsoluteProof Service. Passwords are subject to cancellation or suspension by Surety upon the misuse of any password by Licensee. Licensee shall use reasonable efforts to prevent any third party from obtaining his or her password, and Licensee shall inform Surety immediately of any actual or potential unauthorized access to a password or to the AbsoluteProof Service. 5. Fees, Payment and Taxes. Licensee shall pay to Surety, without offset or deduction, the nonrefundable, noncancellable fees, rates and charges specified during the registration process for the AbsoluteProof Service and for any and all Renewal Terms (the Fees). Surety may increase or decrease Fees and/or modify the usage model for the AbsoluteProof Service at any upon at least ninety (90) days prior written notice to Licensee, provided that no such Fee or usage model changes shall take effect until the next anniversary of the Effective Date. Licensee shall reimburse Surety for all sales, use, excise, withholding or other taxes, fees or duties not based on income, arising out of this Agreement. 6. Intellectual Property Rights. All right, title and interest in and to the Surety Software, the AbsoluteProof Service, its components and the Confidential Information received by Licensee from Surety, including without limitation all Intellectual Property Rights therein and all corrections, updates, adaptations, modifications, enhancements and derivative works thereof, shall remain exclusively with Surety and its licensors, as applicable. Licensee shall at the sole cost of Surety execute all documents and take all actions required by Surety to confirm such rights and to retain all proprietary marks, legends and patent and copyright notices that appear as part of the Surety Software or the AbsoluteProof Service, the Documentation and Confidential Information delivered to Licensee by Surety and all whole or partial copies made by Licensee thereof as specifically permitted by this Agreement. Except as expressly set forth in this Agreement, neither party grants to the other party under their own Intellectual Property Rights any license under any such Intellectual Property Rights under any legal theory, including without limitation by implication, estoppel or otherwise. 7. Representations and Warranties. Each party hereby represents and warrants, during the Term of the Agreement, that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) it has the legal right and authority to enter into and perform its obligations under this Agreement; (iii) the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such party; and (iv) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms. 8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. THE ABSOLUTEPROOF SERVICE IS PROVIDED ON AN AS IS, AS AVAILABLE BASIS. LICENSEE ASSUMES TOTAL RESPONSIBILITY FOR THE USE OF THE ABSOLUTEPROOF SERVICE AND ACCESSES THE SAME AT ITS OWN RISK. SURETY EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR ACTIONS TAKEN ON THE INTERNET AND SURETY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH ACTIONS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SURETY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE FUNCTIONS CONTAINED IN THE ABSOLUTEPROOF SERVICE, THE SURETY SOFTWARE OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE ABSOLUTEPROOF SERVICE WILL MEET LICENSEES REQUIREMENTS OR THAT THE OPERATION THEREOF OR ACCESS THERETO WILL BE ERROR FREE, CURRENT OR UNINTERRUPTED. TO THE GREATEST EXTENT ALLOWED BY LAW, SURETY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. NO ADVICE OR INFORMATION GIVEN BY SURETY, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. 9. Limitation of Liability. IN NO EVENT WILL SURETY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF GOOD WILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CONTENT OR DATA, COST OF COVER OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT. SURETY AND ITS AFFILIATES MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT FOR ANY CLAIM WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AGGREGATE FEES PAID BY LICENSEE TO SURETY PURSUANT TO THIS AGREEMENT IN THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE CLAIM AROSE. 10. Indemnities. (a) Surety. Surety shall, at its expense, defend or settle any claim, action or allegation brought against Licensee that the AbsoluteProof Service infringes any copyright or U.S. patent and shall pay any final judgments awarded or settlements entered into, provided that Licensee gives prompt written notice to Surety of any such claim of infringement and gives Surety the authority to proceed as contemplated herein. Surety will have the exclusive right to defend any such claim, and make settlements thereof at its own discretion, and Licensee may not settle or compromise such claim, except with prior written consent of Surety. At Surety\'s cost, Licensee shall give such assistance and information as Surety may reasonably require to settle or oppose such claims. In the event that the use of the AbsoluteProof Service is or may be enjoined, Surety will use commercially reasonable efforts to either: (i) repair or replace the infringing part of the AbsoluteProof Service with a non-infringing version of the AbsoluteProof Service of no less than equivalent functionality; or (ii) obtain a license permitting Licensees continued use of the allegedly infringing part of the AbsoluteProof Service. If neither (i) nor (ii) is reasonably available to Surety, in its discretion, Surety may terminate the Agreement. The foregoing obligations shall not apply to the extent the infringement arises as a result of modifications to the AbsoluteProof Service by Licensee. This Section 10(a) states the entire liability of Surety, and Licensees sole and exclusive remedy, with respect to infringement of any Intellectual Property Right. (b) Licensee. Licensee shall, at its expense, indemnify, defend and hold Surety, its successors and assigns, its parent, subsidiaries, directors, officers, contractors, employees and agents (collectively, the Indemnified Parties) harmless from and against any and all claims, demands, actions, causes of action, damages, loss, deficiency, cost, liability and expense, including reasonable attorneys fees and amounts paid in settlement, resulting from or arising out of any claim, suit, action or proceeding (each a Claim) that may be made or brought against any of the Indemnified Parties or which any of the Indemnified Parties may suffer resulting from, arising out of or related to: (i) Licensees negligence or intentional misconduct; (ii) Licensees breach of any of its representations or warranties contained in this Agreement; (iii) Licensees use of the AbsoluteProof Service violating the law of any jurisdiction; or (iv) Licensees use of the AbsoluteProof Service. The Indemnified Parties shall provide Licensee with prompt written notice of such Claim and shall give Licensee the sole control and authority with respect to the defense or settlement of any Claim, and the Indemnified Party shall cooperate fully with Licensee in the defense of any Claim. Licensee shall not enter into any settlement of any Claim that imposes liability or restrictions on the Indemnified Parties without the prior written approval of the Indemnified Parties. 11. Confidential Information. Neither party shall, without the prior written consent of the other party, disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other party. Each party shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each party represents that it exercises reasonable care to protect its own Confidential Information. The receiving party may disclose Confidential Information if required by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the receiving party gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. 12. Term; Termination. (a) Term. This Agreement commences on the Effective Date and, unless earlier terminated as set forth below, continues for a one-year period (the Initial Term). At the end of the Initial Term, this Agreement automatically renews on an annual basis (the Renewal Term) at Suretys then-current Fees, unless either party provides the other party with written notice of its intent not to renew at least ninety (90) days prior to the end of the then-current Term. The Initial Term and the Renewal Term are referred to herein as the Term. (b) Termination. Surety may terminate this Agreement at any time after the end of the Initial Term upon ninety (90) days prior written notice to Licensee. Surety may, by written notice to Licensee, terminate this Agreement if Licensee is in breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after Surety gives Licensee written notice of such breach; provided, however, that any willful unauthorized access, use, copying, disclosure, distribution or sublicensing of the AbsoluteProof Service by Licensee will be deemed to be a material breach of this Agreement that cannot be cured. Termination will become effective immediately or on the date set forth in the written notice of termination and shall be in addition to any other rights available to Surety under law or equity. Suretys remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. No termination will entitle Licensee to a refund of any monies that have been paid to Surety. (c) Obligations Upon Expiration or Termination. Upon the expiration or termination of the Agreement, (i) each party will return to the other party any Confidential Information of the other party; and (ii) Licensee will no longer have access to AbsoluteProof Service. (d) Survivability. The following sections of this Agreement shall survive the expiration or termination of this Agreement for any reason: Sections 1, 5, 6, 8, 9, 10, 11, 12(c), 12(d) and 14. 13. Right to Measure and Monitor Usage. Surety may use electronic tools and procedures to monitor and verify Licensees compliance with the terms of this Agreement. 14. Miscellaneous. (a) Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter herein and supersedes all prior, collateral or contemporaneous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may be amended or supplemented only by a writing that refers specifically to this Agreement and that is signed by duly authorized representatives of both parties. No terms, provisions or conditions of any request for proposal, purchase order, acknowledgement or other business form that Licensee may use in connection with this Agreement will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify, this Agreement, regardless of any failure of Surety to object to such terms, provisions or conditions. (b) Payments. All payments to Surety shall be in United States currency drawn on a United States bank. (c) Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties, including but not limited to acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions, but the inability to meet financial obligations is expressly excluded. (d) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the United States of America, without regard to conflict of laws principles. The Uniform Computer Information Transactions Act (UCITA) is specifically excluded from applicability to this Agreement. (e) Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. (f) Waiver. Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefit thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. (g) Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (i) delivered in person, (ii) sent by registered mail return receipt requested, (iii) sent by overnight air courier, or (iv) by facsimile, in each case forwarded to the appropriate address set forth herein. (h) Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. (i) Injunctive Relief. Licensee agrees that certain breaches of this Agreement by it may result in irreparable harm to Surety, the extent of which would be difficult and/or impracticable to assess, and where money damages would not be an adequate remedy for that breach. Accordingly, Surety shall be entitled to seek any and all remedies available at law or in equity, including, without limitation, injunctive relief or specific performance. (j) Publicity. Licensee shall not use the name, trademarks or other proprietary identifying symbol of Surety or its affiliates, without Suretys prior written consent. Surety may issue a press release or other public announcement regarding this Agreement or the relationship between Licensee and Surety upon prior written notice to Licensee. Surety may use Licensees name and logo in press releases, product brochures, financial reports and other promotional materials. (k) Assignment. Neither this Agreement nor any rights under this Agreement may be assigned, delegated, sublicensed, pledged or otherwise transferred by Licensee, in whole or in part, whether defacto, voluntarily, by operation of law, or otherwise, including by way of sale of assets, merger or consolidation, without the prior written consent of Surety, and any purported assignment without such consent shall be void ab initio. Surety may assign this Agreement upon prior written notice to Licensee at any time, including without limitation in connection with a merger or sale of all or substantially all of its assets or capital stock, or to a direct or indirect parent, subsidiary or affiliate. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. (l) No Third Party Beneficiaries. The terms, representations, warranties and agreements of the parties set forth in this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any person or entity that is not a party to this Agreement. (m) U.S Government End Users. The Documentation and the software components that constitute AbsoluteProof Service is a commercial item as that term is defined at 48 C.F.R. 2.101, consisting 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 U.S. Government end users acquire AbsoluteProof Service and the Documentation with only those rights set forth therein.

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