MASTER LICENSE AND SERVICES AGREEMENT
THIS IS A LEGAL AGREEMENT (AGREEMENT) BETWEEN THE CUSTOMER RECEIVING THE SOFTWARE OR SERVICES (THE CUSTOMER) AND AKUMO SOFTWARE INC. (COMPANY) FOR LICENSING OF THE AKUMO SOFTWARE AND RECEIVING CERTAIN SERVICES. SUCH TERMS AND CONDITIONS APPLY REGARDLESS OF WHETHER CUSTOMER OBTAINS THE SOFTWARE AND SERVICES DIRECTLY FROM COMPANY OR THROUGH AN AUTHORIZED PARTNER OF COMPANY. BY INSTALLING, DOWNLOADING OR OTHERWISE USING THE SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER SHALL PROMPTLY DISABLE THE SOFTWARE FROM ALL CUSTOMER COMPUTER SYSTEMS AND RETURN ALL THE SOFTWARE ITEMS (DISKS, FLASHDRIVES OR OTHER MEDIA, WRITTEN MATERIALS, AND PACKAGING) AND/OR PERMANENTLY DELETE THE DOWNLOADED SOFTWARE. THE INDIVIDUAL CLICKING OR TYPING I ACCEPT BELOW, REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER.
Background
Company offers the software product described on the Order (each, a Product). Each Product is provided on a subscription basis (each, a Subscription) and includes support (Support) as further described below. Customer wishes to obtain a Subscription for certain Products for its internal use, and Company as agreed to such Subscription subject to the terms and conditions of this Agreement.
In consideration of the foregoing, the parties agree as follows:
Agreement
1. MASTER AGREEMENT STRUCTURE.
This Agreement is structured as a master agreement and consists of the following: (a) the general terms and conditions set forth in this document; (b) the terms of the applicable order (each, an Order) relating to the applicable Product(s), pricing (if purchased the Product is purchased directly from Company) and Subscription period (the Subscription Period); and (c) written statements describing the terms and conditions of any training or other consulting services (Services) provided by Company (each, a Statement of Work or SOW). The terms of each Order and SOW, as applicable, will control in the event of any conflict with the general terms and conditions set forth in this document.
2. COMPANY OBLIGATIONS
2.1 Product and Documentation Delivery. Subject to the license terms set forth in Section 3 (License Terms) below, prior to the beginning of the applicable Subscription Period, the Products will be delivered to Customer in object code form. Customer will receive a preliminary license key, which key will enable Customer to use the Product on a trial basis for a term agreed prior to delivery of the Product. Once payment has been received for the applicable Subscription, a second license key will be issued to enable use of the Product by Customer through the end of the Subscription Period. Also prior to the beginning of the Subscription Period, Customer will be provided with access to the applicable Product documentation (Documentation) through Company's Support portal.
2.2 Support. Support is provided pursuant to the terms of the Support Summary set forth in Akumo Software Service Guideline available here: Akumo Support Guidelines. As part of the Subscription, Company will provide Customer with Support in accordance with the terms set forth in Akumo Software Service Guideline. Customer will request Support in the form and format required by Company. Any Support requested by Customer that is not covered under this Agreement will be charged to Customer at Company's then-current rates for such Support services.
2.3 Professional Services and Training. Company will perform the Services described in each SOW in accordance with the schedule and other terms stated therein. Each SOW will include a description of the applicable Services, the names of the project managers for each party, the number of days and seniority level of the consultants who will perform the applicable Services, fees and a delivery schedule. Customer will provide Company with such information and access to systems reasonably required to allow Company to provide the Support and any applicable Services. Subject to the warranty contained in Section 6.2 (Services Warranty), the Services will be deemed accepted upon delivery. Customer will use all consulting days and training services identified in an SOW within one year of the effective date of the applicable SOW. Consulting days and training services not used within such one year period will expire and any payment previously made by Customer in connection therewith will be forfeited.
2.4 Delivery and Data. (a) Unless otherwise agreed by the parties in writing, all Products, Support and Services will be delivered to Customer electronically. (b) In connection with any Support or Services provided hereunder, Customer will disclose to Company only non-personally identifiable data (whether that takes the form of dummy data or anonymized data). Customer will defend, indemnify and hold Company harmless from and against any claims arising out of Customer's breach of this subsec1tion (b).
3. LICENSE TERMS
3.1 License Grant. Subject to the terms and conditions of this Agreement, Company grants Customer a non-exclusive, non-transferable license (without the right to sublicense or distribute) to use the Product and Documentation solely for Customer's internal business operations during the specified Subscription Period. If Customer purchases development/testing licenses, Customer acknowledges that such licenses are intended for use in Customer's development and testing environments only, and not in a production environment. Customer may make up to two copies of the Products for backup and/or archival purposes, provided Customer includes all copyright and trademark notices on each back-up copy.
3.2 Training Materials. Subject to the terms and conditions of this Agreement, Company grants Customer a non-exclusive, non-transferable license (without the right to copy, modify or distribute) to use those Training Materials purchased by Customer in connection with any Product training provided hereunder.
3.3 Audit Rights. Customer will maintain accurate records as to its use of the Products as authorized by this Agreement, for the Subscription Period and for a period of at least two years from termination of this Agreement. Upon thirty days written notice to Customer, Company may, at its own expense, audit such records to verify Customer's compliance with the terms of this Agreement. Company will conduct any audit hereunder during normal business hours and will use commercially reasonable efforts to minimize the disruption of Customer's normal business activities. Company will conduct no more than one audit in any twelve-month period. Customer will promptly pay any underpayments revealed by any such audit. Should such audit reveal an underpayment by Customer of more than five percent, then Customer will also reimburse Company for the actual, reasonable costs of such audit.
4. INTELLECTUAL PROPERTY
4.1 Ownership. The Company Assets are and will remain the sole property of Company and its licensors. Company Assets means, collectively, the Product, Documentation, Training Materials and any other materials provided to Customer under this Agreement, and all intellectual property rights underlying such assets. For all purposes of this Agreement, the term Product includes any and all modifications made to the applicable Product, whether created in the course of providing the Services or otherwise.
4.2 Restrictions. The license set forth in Section 3.1 (License Grant) above is not a perpetual license, and Customer has no right to retain or to use the Product after termination of the applicable Subscription Period for any reason. Except as expressly provided in this Agreement and as may be required by applicable law, Customer has no right to copy, modify or create derivative works of any of the Company Assets. Customer has no right to rent, lease, sublicense or otherwise distribute or make the Company Assets available to any third party. Customer has no right to use the Company Assets in the performance of services for or on behalf of any third party or as a service bureau. Except as may be required by applicable law, Customer may not disassemble, decompile or otherwise reverse engineer the Product nor permit any third party to do so. Company reserves all rights not expressly granted to Customer under this Agreement. The use of the Company Assets beyond the scope of the license expressly granted is outside the subject matter of this Agreement.
4.3 Product and Support Requirements. Customer understands and agrees that certain Product features require that the Customer has a Customer owned and maintained cloud provider account, and that the Customer is responsible for creating, maintaining, and paying all charges associated with such cloud provider account. If Customer fails to for create, maintain, and pay all charges associated with such cloud provider account, Customer understand that the certain features of the Product will not successfully operate. Customer further understands and agrees that the Product sends operational data to Company and receives operations data from Company for operation of the Product and Support. In order to use the Product and to be able to receive Support for the Product, the Customer must allow for such sending and receiving of data. Customer understands and agrees that the Product is not a substitute for Customer's data protection operations and Customer should at all times maintain industry standard backup, archiving and data protection policies and procedures.
4.4 License Keys. Customer acknowledges and agrees that license keys and other means may limit access to the Products in accordance with the terms of this Agreement. Customer will not disable or otherwise interfere with the operation of any such license key or other such mechanism.
4.5 Feedback. To the extent Customer provides Company with any comments, suggestions or other feedback regarding Products or Company's business, or other products or services (collectively, Feedback), Company may use and otherwise exploit in any manner, without restriction or obligation of any kind, such Feedback, and the Customer grants Company a nonexclusive, royalty-free right to use and otherwise exploit in any manner such Feedback for any purpose, including developing, modifying or enhancing its products or services. In all respects, Company retains all right, title and interest in and to its Products and any derivative work thereof.
5. PAYMENT
The provisions of Section 5 apply if the Customer purchases the Product or Services directly from Company or if any fees are due under this Agreement. If the Customer purchase the Product or any Services from an authorized partner of Company, then any such payment terms therefor are between Customer and the partner.
5.1 Fees and Expenses. Customer will pay Company the fees stated on the Order and in the currency stated in the applicable invoice. Customer will pay Company's reasonable travel expenses in connection with any Services provided to Customer on-location, as agreed by the parties in the applicable SOW.
5.2 Taxes. Customer will pay all sales, use, excise and value-added taxes levied upon the delivery or use of the Products, Support and Services described in this Agreement. Customer will pay all import, export, or other duty, and all government permit, withholding or license fees, and custom or similar fees, levied upon the delivery or use of Products, Support and Services described in this Agreement. If Customer is required to pay any withholding tax, charge or levy in respect of any payments due to Company hereunder, Customer agrees to gross up payments actually made such that Company will receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy.
5.3 Payment Terms; Late Payments. All invoices are due and payable within thirty days of the date of the invoice. All payments are non-refundable and are made without right of set-off or chargeback. If Customer does not pay the invoices when due, Company may charge interest at one percent per month on the unpaid balance.
6. LIMITED WARRANTY
6.1 Product Warranty. Subject to the terms of this Section 6, Company warrants to Customer that, for a period of thirty days following the date the Products are initially licensed by Customer (the Warranty Period), the Products will substantially conform to the applicable Documentation. If, during the Warranty Period, Customer notifies Company in writing of a breach of the foregoing warranty, Company will, at its option, correct such non-conformance in the applicable Product as soon as reasonably possible. If Company is not able to correct such non-conformance within a reasonable period, then Customer will be entitled to terminate the applicable Order and receive a refund for any amounts paid in advance that are attributable to the unused portion of the term of the Subscription Period. Any correction provided hereunder may take the form of a fix or workaround.
6.2 Services Warranty. Subject to the terms of this Section 6 and the applicable SOW, Company warrants to Customer that the Services will be performed in a workman-like manner in conformance with applicable industry standards. In the event of a breach of the foregoing warranty, Customer must notify Company within fourteen days (Review Period) of its receipt of such Services and Company will re-perform and re-deliver the applicable Services to Customer. The warranty described herein will expire upon conclusion of the Review Period.
6.3 Limitations. The remedies provided herein are Customer's sole and exclusive remedies, and Company's sole and exclusive obligations and liability, for any breach of warranty hereunder. The warranties provided herein are for the benefit of Customer only and will not apply to the extent any non-conformance is the result of: (a) a failure of any hardware or software not provided hereunder; (b) Customer's failure to comply with Company's instructions, including those contained in the Documentation; (c) use of any version of the Product that is not obtained as directed by Company; or (d) any other cause outside of Company's control.
6.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE COMPANY ASSETS ARE PROVIDED AS IS AND COMPANY AND ITS LICENSORS MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE COMPANY ASSETS FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE COMPANY ASSETS WILL OPERATE UNINTERRUPTED OR THAT THEY WILL BE FREE FROM DEFECTS OR MEET CUSTOMER'S BUSINESS REQUIREMENTS. COMPANY AND ITS LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE COMPANY ASSETS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
7. CONFIDENTIAL INFORMATION
7.1 Definition. Confidential Information means all information of a confidential or proprietary nature concerning the disclosing party's business which information is either marked as confidential or proprietary or that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of the disclosure. Confidential Information also may include proprietary information of third parties who have granted licenses to or have contractual relationships with the disclosing party. In any event, Company's Confidential Information includes all non-public pricing information and all technical information and software included in or provided with the Products. In any event, Customer's Confidential Information includes any and all data provided to Company in connection with Customer's use of the Products and Company's provision of Support and Services. Confidential Information excludes information that: (a) was in the possession of, or was known by, receiving party prior to its receipt from disclosing party; (b) is or becomes generally available to the public without violation of this Agreement; (c) is obtained by receiving party from a third party not under any obligation of confidentiality; or (d) is independently developed by receiving party without use of the disclosing party's Confidential Information.
7.2 Confidentiality Obligations. Each party acknowledges that it acquires the right to use the other party's Confidential Information only under the terms and conditions of this Agreement and does not acquire any rights of ownership or title in the other party's Confidential Information. Each party will hold in confidence any Confidential Information received by it from the other and will protect the confidentiality of such with the same degree of care that it exercises with respect to its own information of like import, but in no event less than reasonable care. Each party will disclose Confidential Information only to its employees, agents and authorized contractors who have a need to know such information for the purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than those contained herein. Each party will use the other party's Confidential Information solely for the purposes of its performance of the activities contemplated by this Agreement. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the restrictions set forth in this Section.
7.3 Personal and Other Protected Information. Customer will not disclose to Company any third party personally identifiable or other information that is subject to contractual or other legal obligations. In the event of such disclosure, Customer will defend and indemnify Company in connection with any related claims or losses.
7.4 Legal Orders to Disclose. In the event that the receiving party is required to disclose Confidential Information pursuant to any applicable statute, regulation or order of a court of competent jurisdiction, the receiving party will give the disclosing party prompt prior notice to allow the disclosing party a reasonable opportunity to seek a protective order or equivalent. In any event, the receiving party will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
8. INDEMNIFICATION
8.1 Company Obligations. Subject to the provisions of Section 8.2 and 8.3, Company agrees to defend, indemnify and hold Customer harmless against any third party claim, suit or proceeding (each, a Claim) alleging that the Product infringes any copyright, moral right, trade secret, trade or service mark, or US or European patent. For clarity, in addition to its defense obligation, Company will pay all of those fees and costs, including attorney's fees, resulting from such Claim, as well as all damages awarded against Customer, or any amounts agreed to by Company in a monetary settlement, in connection with such Claim.
8.2 Additional Terms. Company may, at its expense, attempt to resolve any Claim described in Section 8.1 by: (a) modifying the Product to avoid the alleged infringement; (b) obtaining a license to permit Customer's use of the Product as contemplated by this Agreement; or (c) terminating the license grant set forth in this Agreement with respect to the Product and entitle Customer to receive a refund for any amounts paid in advance that are attributable to the unused portion of the term of the Subscription Period. Customer will cooperate fully with Company in the implementation of any above-described resolution. Company will have no liability if the applicable Claim to the extent based on: (i) the combination of the Product with non-Company products data or business processes; (ii) use of any release of the Product when use of a newer version would avoid the infringement; or (iii) use of the Product outside the scope of the license granted herein.
8.3 Conditions. As conditions of Company's obligations under this Section 8, Customer must: (a) promptly notify Company in writing of such claim and furnish a copy of each communication or notice relating to the alleged infringement; (b) give Company sole control over the defense and negotiation of any settlement of such claim; and (c) give Company, at Company's expense, all reasonable assistance as requested by Company.
8.4 Limitation. This Section 8 sets forth Company's entire liability to Customer, and Customer's sole and exclusive remedy, with respect to the Claims described in this Section 8. Each party agrees that any and all implied indemnification obligations that may apply to this Agreement are hereby excluded.
9. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY
9.1 Exclusion of Damages. EXCEPT AS PROVIDED IN THIS SECTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES (INDIRECT DAMAGES), INCLUDING ANY LOSS OF PROFIT, REVENUE, INCOME OR DATA, HOWEVER ARISING AND WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR BASED ON BREACH OF ANY WARRANTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION WILL NOT APPLY TO ANY INDIRECT DAMAGES AWARDED (OR PAID IN SETTLEMENT) IN CONNECTION WITH A CLAIM DESCRIBED IN SECTION 8 (INDEMNIFICATION), ANY BREACH OF A PARTY'S OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY) OR ANY USE OF THE COMPANY ASSETS OUTSIDE THE SCOPE OF THIS AGREEMENT.
9.2 Liability Limitation. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 (INDEMNIFICATION), NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, COMPANY'S (AND ITS LICENSORS') TOTAL AGGREGATE LIABILITY HEREUNDER WILL BE LIMITED TO THE FEES PAID BY CUSTOMER FOR THE PRODUCT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THE TERMS OF THIS SECTION APPLY REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHER LEGAL THEORY.
9.3 Risk Allocation. THE PROVISIONS OF THIS SECTION PROVIDE AN AGREED-TO ALLOCATION OF RISKS UNDER THIS AGREEMENT BETWEEN CUSTOMER AND COMPANY. COMPANY'S FEES REFLECT THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS CONTAINED IN THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
10. TERM AND TERMINATION
10.1 Term. This Agreement will commence on the Effective Date will remain in effect until terminated under this Section.
10.2 Termination for Breach. This Agreement may be terminated by either party immediately by written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty days of written notice describing the breach. In addition, Company may suspend the Subscription and the provision of Services until such time as Company is paid therefor. If Company is not paid for the Subscription and the provision of Services within fifteen days of the due date thereof, Company may terminate this Agreement.
10.3 Additional Effects of Termination. Upon the effective date of any termination of this Agreement by either party: (a) all rights and licenses granted to Customer hereunder will terminate; and (b) each party will immediately return to the other party all Confidential Information in its possession, custody or control in whichever form held (including all copies or embodiments of the Confidential Information) and will cease using any trademarks, service marks and other designations of the other party. Customer will not be entitled to any compensation or reimbursement of any expenses based on the expiration or termination of this Agreement.
10.4 Survival. The terms of this Section 10.4 and the following Sections will survive any expiration or termination of this Agreement: 3.3 (Audit Rights), Section 4 (Intellectual Property), Section 5 (Payment), Section 6.4 (Disclaimer), Section 7 (Confidential Information), Section 8 (Indemnification), Section 9 (Exclusion of Damages; Limitation of Liability), Section 11 (General Terms).
11. GOVERNMENT RIGHTS
The Products are commercial computer products as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer product and/or commercial computer product documentation subject to the terms and this Agreement as specified in 48 C.F.R. 12.212 (Computer Products) and 12.11 (Technical Data) of the Federal Acquisition Regulations (FAR) and its successors. If acquired by or on behalf of any agency within the Department of Defense (DOD), the U.S. Government acquires this commercial computer products and/or commercial computer products documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors. The manufacturer is Company, [address].
12. GENERAL TERMS
12.1 Compliance with Laws. Customer will comply with all applicable international, national, state, regional and local laws and regulations in its activities hereunder. Specifically and without limiting the foregoing obligation, Customer acknowledges the Products are subject to export controls under the laws and regulations of the United States (Export Laws). Customer will comply strictly with all Export Laws and will not export or disclose the Products to any destination or individual national or resident prohibited by any Export Laws.
12.2 Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's control (each, a Force Majeure Event) if the party makes reasonable efforts to perform. Either party may terminate this Agreement upon written notice to the other party if the Force Majeure Event continues more than thirty days.
12.3 Relationship of Parties. The parties understand and agree that each party is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. Neither party is the representative of the other party for any purpose and neither party has the power or authority as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
12.4 Notices. Notices under this Agreement will be sufficient only if personally delivered, delivered by a major commercial delivery courier service or mailed, postage prepaid, by certified or registered mail, return receipt requested. The Company's address for notices is: Akumo Software Inc., Attention: Privacy, 35 Channel Center Street #405, Boston, MA, 02110; the Customer's address is the address set forth in its Order to the attention of the party signing the Order, if such Customer purchases directly from Company, or to the address last on file with the authorized partner from whom Customer purchased the Product. Each party may change its address by notice pursuant to this Section.
12.5 No Assignment. Except as described herein, Customer may not assign its rights or obligations under this Agreement, either in whole or in part, without the prior written consent of Company. Upon written notice to Company, Customer may assign this Agreement to an Affiliate or a successor in interest in the event of a sale or merger of Customer. Any attempted assignment in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties' successors and permitted assigns. Affiliate means an entity that controls, is controlled by or under common control with a party to this Agreement.
12.6 Entire Agreement; Waiver. This Agreement together with any incorporated documents constitutes the entire agreement between the parties relating hereto and will supersede all prior agreements and understandings concerning the subject matter hereof. This Agreement may not be changed except in writing and signed by both parties. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
12.7 Provisions Found Invalid. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.8 Construction. This Agreement has been negotiated by the parties, each of which has been represented by counsel. This Agreement will be fairly interpreted in accordance with its terms, without any strict construction in favor of or against either party.
12.9 Governing Law. Any action related to this Agreement will be governed by the laws of the Commonwealth of Massachusetts. The parties hereby irrevocably consent to the exclusive jurisdiction of the federal and state courts located in Suffolk County, Commonwealth of Massachusetts for resolution of all disputes between the parties arising under this Agreement. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply in any respect to this Agreement.
12.10 Language. This Agreement is in the English language only, which will be controlling in all respects. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party.
12.11 Publicity. Customer agrees that Company may reference Customer as a customer of Company, subject to Customer's trademark and logo usage guidelines provided by Customer from time to time.