DOTDATA SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND DOTDATA, INC. (“LICENSOR”) AND ESTABLISHES THE TERMS UNDER WHICH LICENSEE MAY USE THE SOFTWARE AND DOCUMENTATION (AS DEFINED BELOW). IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL “LICENSEE” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “LICENSEE” REFERS TO THAT ENTITY. BY DOWNLOADING, RUNNING OR OTHERWISE USING SOFTWARE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ALL OF ITS TERMS. IF YOU ARE NOT 18 YEARS OF AGE OR DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE OR OPERATE THE SOFTWARE AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE. IN NO EVENT SHALL ANY SUPPLEMENTAL OR INCONSISTENT TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER, INVOICE OR SIMILAR DOCUMENT ISSUED BY LICENSEE BE BINDING ON DOTDATA. 1. DEFINITIONS 1.1 “Authorized Persons” means trained technical employees and contractors of Licensee who are subject to a written agreement with Licensee that includes use and confidentiality restrictions that are at least as protective as those set forth in this Agreement. 1.2 “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial and product development information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records (1) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) has been rightfully received without obligation of confidentiality from a third party authorized to make such a disclosure; or (4) is independently developed by the receiving party without reference to confidential information disclosed hereunder. 1.3 “Documentation” means any administration guides, installation and user guides, and release notes that are provided by dotData to Licensee. 1.4 “Error” means a failure of the Software to operate as described in the Documentation. 1.5 “Intellectual Property Rights” means patents, design patents, copyrights, trademarks, Confidential Information, know-how, trade secrets, moral rights, and any other intellectual property rights recognized in any country or jurisdiction in the world. 1.6 “Node” means a single virtual or physical computing machine which does not exceed any of the following component elements: (a) 8 CPU cores and (b) 64 GB of RAM. Nodes must owned or leased by Licensee or an entity controlled by, controlling or under common control with Licensee unless otherwise agreed. 1.7 “Open Source Software” means software delivered to Licensee hereunder that is subject to the provisions of any open source license agreement, which may include, without limitation, the GNU Lesser General Public License and the Mozilla Public License. 1.8 “Order Form” means an ordering document for the Software is separately executed by Licensee and dotData from time to time, including modifications, supplements and addend thereto. Order Forms shall be deemed incorporated herein. 1.9 “Software” means the dotData proprietary computer software set forth in an applicable Order Form. Software also includes any Updates and Upgrades provided by dotData to Licensee from time to time during the Term (as defined below). For the avoidance of doubt, the definition of Software shall not include any Third-Party Software. 1.10 “Subscription Period” means the subscription period for Licensee’s use of the Software set forth in an Order Form. 1.11 “Third-Party Software” means certain software dotData licenses from third parties and provides to Licensee with the Software, which may include Open Source Software. 1.12 “Update” means a revision of a Software to correct one or more Errors. 1.13 “Upgrade” means a revision of a Software to improve its existing functionality. 2. ORDERS, LICENSE GRANT AND RESTRICTIONS 2.1 Orders. Licensee may purchase a subscription to the use the Software by executing an Order Form with dotData. No Order Form shall be binding until accepted in writing by doData. 2.2 License. Subject to Licensee’s compliance with the terms and conditions of this Agreement (including any additional restrictions on Licensee’s use of the Software set forth in an applicable Order Form), dotData grants to Licensee, during the applicable Subscription Period, a non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement under Section 14.12 (Assignment), non-sublicensable license to install and use the Software, in object code form only, solely for Licensee’s own internal use and limited to the number of Nodes for which Licensee has subscribed pursuant to one or more Order Forms and paid the applicable fees. 2.3 License Restrictions. Except to the extent permitted under this Agreement, Licensee will not nor will Licensee allow any third party to: (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software or Documentation; (iv) remove any proprietary notices or labels from the Software or Documentation; or (v) publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Software. Licensee will comply with all applicable laws and regulations in Licensee’s use of and access to the Software and Documentation. 2.4 Responsibility for Use. The Software and Documentation may be used only by Authorized Persons and in conformance with this Agreement. Licensee shall be responsible for the proper use and protection of the Software and Documentation and is responsible for: (i) installing, managing, operating, and physically controlling the Software and the results obtained from using the Software; (ii) using the Software within the operating environment specified in the Documentation; and; (iii) establishing and maintaining such recovery and data protection and security procedures as necessary for Licensee's service and operation and/or as may be specified by dotData from time to time. 2.5 United States Government Users. The Software licensed under this Agreement is “commercial computer software” 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 software and/or commercial computer software documentation subject to the terms and this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (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 software and/or commercial computer software 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. 3. SUPPORT 3.1 Support Services. Provided Licensee has paid all applicable fees, Licensee shall be eligible to receive Software support. For subscriptions purchased from dotData, dotData shall make available during the Subscription Period: (a) access to online support for the Software available at the dotData Web Service Desk http://www.dotdata-support.atlassian.com/ in accordance with the terms of the Support Guide available on dotData’s website, and (b) Updates and Upgrades released by dotData during the Term and made generally available to users of the Software. Support is provided only for the current release of the Software (i.e. with all Updates and Upgrades installed) and for each of the previous three releases. Each release will be supported for at least one (1) year following its initial date of release. 3.2 Software Logs. The Software is designed to collect information about Licensee’s use of the Software. This information may include, but is not limited to, portions of the data processed by the Software. Licensee may, but is not required to, transmit such information logs to dotData for analysis in connection with dotData’s provision of support services to Licensee. The decision to transmit such data is entirely up to Licensee and dotData hereby disclaims all liability arising from such decision. Without limiting the foregoing, all Software data logs received by dotData will be stored and handled in accordance our Privacy Policy (https://www.dotdata.com/privacy). By providing information logs to dotData, Licensee consents to all actions taken by dotData with respect to Licensee’s information in compliance with the Privacy Policy. 3.3 Data License. By providing information logs collected by the Software to dotData, Licensee hereby represents that it has the authority to transmit such data, including but not limited to permissions granted by the owners of any intellectual property rights applicable to such data, and to grant the necessary licenses provided for herein. Licensee hereby grants to dotData a perpetual, royalty free, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any and all data that Licensee provides on or in connection with its use of the Software for purposes of providing information and services to Licensee. Licensee will not upload, post or otherwise transmit to dotData any data that impermissibly discloses the confidential information of any person, or that infringes or violates another party’s rights. 4. TERM AND TERMINATION 4.1 Term. The term of this Agreement shall commence on the Effective Date and shall, unless terminated earlier in accordance with the provisions of Section 4.2 below, remain in force for the Subscription Period set forth in the applicable Order Form(s) (the “Term”). The parties may extend the Term of this Agreement beyond the Subscription Period by executing additional Order Form(s) and Licensee’s payment of additional licensing fees; provided that if a new Order Form is not entered into prior to the expiration of the Term and Licensee has not provided notice of termination, Licensee may continue to use the Software under the terms of this Agreement and the then current Order Form and will be invoiced monthly at a rate equal to 150% of dotData’s then current monthly license fee. 4.2 Termination. Either party may immediately terminate this Agreement and the licenses granted hereunder if the other party (1) becomes insolvent and becomes unwilling or unable to meet its obligations under this Agreement, (2) files a petition in bankruptcy, (3) is subject to the filing of an involuntary petition for bankruptcy which is not rescinded within a period of forty-five (45) days, (4) fails to cure a material breach of any material term or condition of this Agreement within thirty (30) days of receipt of written notice specifying such breach, or (5) materially breaches its obligations of confidentiality hereunder. 4.3 Effects of Termination. Upon expiration or termination of this Agreement for any reason, (i) any amounts owed to dotData under this Agreement will be immediately due and payable; (ii) all licensed rights granted in this Agreement will immediately cease; and (iii) Licensee will promptly discontinue all use of the Software and Documentation and return to dotData or dispose any dotData Confidential Information in Licensee’s possession or control. 4.4 Survival. The following Sections of this Agreement will remain in effect following the expiration or termination of these General Terms for any reason: 4.3 (Effects of Termination), 4.4 (Survival), 5 (Third Party Software) 5 (Confidentiality), 7 (Payment and Delivery), 8 (Ownership), 9 (Reporting and Audits), 10.2 (Third-Party Software), 10.3 (Warranty Disclaimer), 11 (Limitations of Liability), 12.2 (Exceptions to dotData Obligation), 13 (Export) and 14 (General). 5. THIRD PARTY SOFTWARE Certain Third-Party Software provided with the Software is subject to various other terms and conditions imposed by the licensors of such Third-Party Software. The terms of Licensee’s use of the Third-Party Software is subject to and governed by the respective Third-Party Software licenses, except that this Section 5 (Third-Party Software), Section 10.2 (Third Party Software), 10.3 (Warranty Disclaimer), Section 11 (Limitations of Liability), and Section 14 (General) of this Agreement also govern Licensee’s use of the Third-Party Software. To the extent applicable to Licensee’s use of such Third-Party Software, Licensee agrees to comply with the terms and conditions contained in all such Third-Party Software licenses. 6. CONFIDENTIALITY Neither party will use any Confidential Information of the other party except as expressly permitted by this Agreement or as expressly authorized in writing by the disclosing party. The receiving party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a commercially reasonable standard of care. The receiving party may not disclose the disclosing party’s Confidential Information to any person or entity other than to (i) (a) Authorized Persons in the case the receiving party is Licensee, and (b) dotData’s employees and contractors in the case the receiving party is dotData, and (ii) who need access to such Confidential Information solely for the purpose of fulfilling that party’s obligations or exercising that party’s rights hereunder. The foregoing obligations will not restrict the receiving party from disclosing Confidential Information of the disclosing party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party required to make such a disclosure gives reasonable notice to the disclosing party prior to such disclosure; and (2) on a confidential basis to its legal and financial advisors. dotData may identify Licensee in its customer lists in online and print marketing materials. 7. PAYMENT AND DELIVERY 7.1 Fees; Due Date. Licensee agrees to pay all amounts due under this Agreement using one of the payment methods dotData supports. Except as otherwise specified in this Agreement or in an Order Form, (a) fees are quoted and payable in United States dollars, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) subscription fees are paid in advance and the number of Nodes purchased cannot be decreased during the relevant Subscription Period shown on the applicable Order Form(s). All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding. 7.2 Invoices and Interest. dotData may invoice Licensee on the Effective Date or thereafter for any and all unpaid fees. All invoices are payable net thirty (30) days after the due date. Without limiting any other remedies, payments received later than thirty (30) days after the invoice due date will accrue late charges at a rate of one percent (1.5%) per month, or the maximum rate allowed under law, whichever is lower, measured from the date such payment was due until the date paid. 7.3 Taxes. All fees are exclusive of all taxes, levies or duties, and Licensee will be responsible for payment of such taxes, levies or duties, excluding only U.S. taxes based solely upon dotData’s net income. If dotData has the legal obligation to pay or collect taxes for which Licensee is responsible pursuant to this Section 7.3, dotData will invoice the amount of such taxes to Licensee and Licensee agrees to pay such amount, unless Licensee provides dotData with a valid tax exemption certificate authorized by the appropriate taxing authority. 7.4 Delivery. Unless otherwise specified in the applicable Order Form, dotData shall deliver the Software and Documentation via electronic download from a location or locations designated by dotData. Licensee will be deemed to have accepted the Software and Documentation upon such download. 8. OWNERSHIP 8.1 Ownership. As between dotData and Licensee, dotData is the sole and exclusive owner, and will retain all right, title and interest in and to the Software, Documentation and any other dotData materials furnished or made available hereunder, including all suggestions, ideas and feedback proposed by Licensee regarding the Software and Documentation, all software involved in producing the Predictive Models (as defined below) and all corrections, modifications, additions, improvements and enhancements to and all intellectual property rights in the foregoing. As between dotData and Licensee, any predictive models including features and feature-generation queries generated by Licensee through the processing the Licensee data using the Software (collectively “Predictive Models”) shall be and remain the sole and exclusive property of Licensee. In the event that dotData ceases doing business or files a petition in bankruptcy, upon request, dotData will provide Licensee with Licensee’s Predictive Model(s) as well as those portions of the Software code or sufficient information to reproduce the Predictive Model(s) that are necessary to operate the Predictive Model(s) in a standard production environment (the “Model Code”). Upon dotData’s provision of such Model Code and subject to Licensee’s compliance with the terms and conditions of this Agreement, dotData hereby grants to Licensee a non-exclusive, non-transferable, non-sublicenseable, royalty-bearing, worldwide license, during the remainder of the Term, to use, copy, and compile such Model Code, in each case solely in connection with Licensee’s operation of the Predictive Model(s) in a standard production environment. Licensee shall not, and shall not permit, induce or grant a right or license to any third party to (i) combine, integrate or link any Open Source Software with, into or to the Model Code, or (ii) otherwise use any Open Source Software in connection with the Model Code in a manner that (1) results in the Software or any part thereof to become licensed under or subject to any Open Source Software License, (2) requires the Model Code for the Software or any part thereof to be made available to any person or entity; or (3) results in the granting of permission for creating modifications to or derivative works of the Software or any part thereof. 8.2 Feedback. Licensee hereby does and will irrevocably assign to dotData all evaluations, ideas, feedback and suggestions made by Licensee to dotData regarding the Software and Documentation (collectively, “Feedback”) and all Intellectual Property Rights in and to the Feedback. Except as expressly provided herein, no licenses of any kind are granted hereunder, whether by implication, estoppel, or otherwise. 9. REPORTING AND AUDITS 9.1 Reporting. At dotData’s written request (not more than twice annually), Licensee shall furnish dotData with a signed certification verifying that the Software and Documentation are being used pursuant to the provisions of this Agreement. 9.2 Audits. During the term of this Agreement and for a period of one (1) year thereafter, Licensee will maintain complete and accurate books, records and electronic backups in connection with its use of the Software and Documentation, in sufficient detail to permit dotData to verify Licensee’s compliance with the terms and conditions of this Agreement. dotData and its agents will have the right to inspect Licensee’s facilities, equipment and records, including access to the Software and Documentation (no more than twice annually) to verify compliance with the terms and conditions of this Agreement, including the amounts payable to dotData hereunder. Any such audit will be conducted during regular business hours at Licensee’s offices and will not interfere unreasonably with Licensee’s business activities. If an audit reveals that Licensee has underpaid the total fees or charges to dotData by more than five percent (5%) for the period covered by the audit, then Licensee will pay dotData’s reasonable costs of conducting the audit, in addition to the underpaid amount. 10. LIMITED WARRANTY AND DISCLAIMERS 10.1 Limited Warranty. dotData warrants for a period of thirty (30) days from the Effective Date that the Software will materially conform to dotData’s then-current Documentation (the “Warranty Period”) when properly installed on a computer for which a license is granted hereunder. Licensee’s exclusive remedy for a breach of this Section 10.1 is for dotData, at its option, repair or replace the Software, or refund all or a portion of the fees paid by Licensee pursuant to this Agreement. dotData, in its sole discretion, may revise this limited warranty from time to time. 10.2 Third-Party Software. Except as expressly set forth in this Agreement, Third-Party Software (including any Open Source Software) are provided on an “as-is” basis at the sole risk of Licensee. Notwithstanding any language to the contrary in this Agreement, dotData makes no express or implied warranties of any kind with respect to Third-Party Software provided to Licensee and shall not be liable for any damages regarding the use or operation of the Third-Party Software furnished under this Agreement. Any and all express or implied warranties, if any, arising from the license of Third-Party Software shall be those warranties running from the third party manufacturer or licensor to Licensee. 10.3 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, DOTDATA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SOFTWARE OR TO DOTDATA’S MAINTENANCE, PROFESSIONAL OR OTHER SERVICES. DOTDATA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DOTDATA AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE. THIS DISCLAIMER SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 11. LIMITATIONS OF LIABILITY 11.1 EXCLUSION OF CERTAIN DAMAGES. EXCEPT FOR BREACHES OF SECTION 6 (CONFIDENTIALITY) OR SECTION 8 (OWNERSHIP), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR RELIANCE DAMAGES, INCLUDING ANY LOST DATA, LOSS OF USE AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR DOCUMENTATION, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF, OR COULD REASONABLY HAVE PREVENTED, SUCH DAMAGES. 11.2 LIMITATION OF DAMAGES. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS OR FOR BREACHES OF SECTION 6 (CONFIDENTIALITY) OR SECTION 8 (OWNERSHIP), EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, DOCUMENTATION, OR SERVICES PROVIDED BY DOTDATA, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE, DOCUMENTATION OR SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS FOLLOWING THE EFFECTIVE DATE. LICENSEE AGREES THAT DOTDATA’S SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT. IN THE CASE OF DOTDATA’S INDEMNIFICATION OBLIGATIONS, DOTDATA’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF (A) ONE HUNDRED THOUSAND DOLLARS ($100,000), OR (B) THE SUM OF THE LICENSE FEES PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE, DOCUMENTATION OR SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS FOLLOWING THE EFFECTIVE DATE. 11.3 THIRD PARTY SOFTWARE. NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY IN THIS AGREEMENT, DOTDATA SHALL NOT BE LIABLE FOR ANY DAMAGES REGARDING THE USE OR OPERATION OF ANY THIRD-PARTY SOFTWARE FURNISHED UNDER THIS AGREEMENT. 11.4 LIMITATION OF ACTIONS. IN NO EVENT MAY LICENSEE BRING ANY CAUSE OF ACTION RELATED TO THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE LIABILITY. 12. INDEMNIFICATION 12.1 dotData Obligation. dotData shall, at its expense, defend Licensee from third party claims brought against Licensee, and shall pay or reimburse Licensee for all damages, costs and expenses payable by Licensee to such third party to the extent they are awarded in a final judgment or agreed to in a settlement, as a result of any third party claims against Licensee alleging that the Software or any component thereof infringes or misappropriates any U.S. patent issued prior to the Effective Date, copyright, or trade secret; provided that Licensee: (1) promptly notifies dotData in writing of the claim; (2) grants dotData sole control of the defense and settlement of the claim; and (3) provides dotData, at dotData’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. 12.2 Exceptions to dotData Obligation. dotData’s above indemnity obligations do not apply to, and Licensee shall indemnify, defend and hold dotData harmless from any damages, costs, expenses and liabilities arising from (1) any use of the Software or Documentation beyond the scope of license granted herein, (2) any modification or derivative works of the Software or Documentation made by or for Licensee, (3) use of a superseded infringing version of the (or component thereof) by Licensee after release of a non-infringing version by dotData, or (4) any use or combination of the Software with any technology, software or hardware not supplied by dotData, if such alleged infringement would be avoided by use of the Software, alone or with other technology, software or hardware. 12.3 Claim of Infringement. If a claim of infringement occurs that is subject to Section 12.1 and not subject to the exceptions in Section 12.2, or if dotData determines that a claim is likely to occur, dotData may, in dotData’s sole discretion: (1) procure for Licensee the right or license to continue to use the affected Software, free of the infringement claim; or (2) replace or modify the affected Software, to make it non-infringing provided that the replacement Software substantially conforms to dotData's then-current specification for such Software. If these remedies are not reasonably available in dotData’s opinion, dotData may elect to terminate this Agreement, in which case Licensee shall be entitled a pro rata refund of license fees already paid to dotData. If selected by dotData, the remedy provided under this Section 12.3 shall be Licensee’s sole and exclusive remedy for any claim of Intellectual Property Rights infringement. 12.4 Exclusive Remedy. Sections 12.1 through 12.3 state the sole and exclusive obligations and liability of dotData for any Intellectual Property Rights infringement and are in lieu of any warranties of non-infringement, all of which are disclaimed. 13. EXPORT The Software, Documentation and related technical data may be subject to U.S. export control laws, including without limitation the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee shall comply with all such regulations and agrees to obtain all necessary licenses to export, re-export, or import the Software, Documentation and related technical data. 14. GENERAL 14.1 Marketing and Publicity. Each party shall have the right (but not the obligation) to issue a press release announcing and promoting the parties’ relationship, and the right to advertise and promote the relationship; provided that a party shall not issue a press release without the prior written consent of the other party, which consent shall not be unreasonably withheld. 14.2 No Agency. dotData and Licensee each acknowledge and agree that the relationship established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (1) give either party the power to direct or control the day to day activities of the other; (2) deem the parties to be acting as partners, joint venturers, co owners or otherwise as participants in a joint undertaking; or (3) permit either party or any of either party’s officers, directors, employees, agents or representatives to create or assume any obligation on behalf of or for the account of the other party for any purpose whatsoever. 14.3 Compliance with Laws. Each party agrees to comply with all applicable laws, regulations, and ordinances relating to their performance hereunder. Without limiting the foregoing, Licensee warrants and covenants that it will comply with all then current laws and regulations of the United States and other jurisdictions relating or applicable to Licensee’s use of the Software and Documentation including, without limitation, those concerning Intellectual Property Rights, invasion of privacy, defamation, and the import and export of Software and Documentation. 14.4 Force Majeure. Except for the duty to pay money, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, or any other cause which is beyond the reasonable control of such party. 14.5 Notices. Any notice required or permitted hereunder shall be in writing and shall be delivered as follows (with notice deemed given as indicated): (1) by personal delivery when delivered personally; (2) by established overnight courier upon written verification of receipt; (3) by facsimile transmission when receipt is confirmed orally; or (4) by certified or registered mail, return receipt requested, upon verification of receipt. Either party may change its contact person for notices and/or address for notice by means of notice to the other party given in accordance with this Section. Notices shall be sent to the applicable party’s address indicated on the applicable Order Form. 14.6 Governing Law; Venue and Jurisdiction. This Agreement shall be interpreted according to the laws of the State of California without regard to or application of choice of law rules or principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Santa Clara County, California and the parties hereby consent to the personal jurisdiction and venue therein. 14.7 Injunctive Relief. The parties agree that monetary damages would not be an adequate remedy for the breach of certain provisions of this Agreement, including, without limitation, all provisions concerning infringement, confidentiality and nondisclosure, or limitation on permitted use of the Software or Documentation. The parties further agree that, in the event of such breach, injunctive relief would be necessary to prevent irreparable injury. Accordingly, either party shall have the right to seek injunctive relief or similar equitable remedies to enforce such party's rights under the pertinent provisions of this Agreement, without limiting its right to pursue any other legal remedies available to it. 14.8 Entire Agreement and Waiver. This Agreement and any applicable Order Forms shall constitute the entire agreement and contains all terms and conditions between dotData and Licensee with respect to the subject matter hereof and all prior agreements, representations, and statement with respect to such subject matter are superseded hereby. This Agreement may be changed only by written agreement signed by both dotData and Licensee. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches; and the waiver of any breach shall not act as a waiver of subsequent breaches. 14.9 Severability. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law and the other provisions of this Agreement will remain in full force and effect. The parties further agree that in the event such provision is an essential part of this Agreement, they will begin negotiations for a suitable replacement provision. 14.10 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their respective successors and permitted assigns. 14.11 Assignment. Neither party may, without the prior written consent of the other party (which shall not be unreasonably withheld), assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a material default of this Agreement and shall be void. Notwithstanding the foregoing, dotData may assign its rights and benefits and delegate its duties and obligations under this Agreement without the consent of Licensee in connection with a merger, reorganization or sale of all or substantially all relevant assets of the assigning party; in each case provided that such successor assumes the assigning party’s obligations under this Agreement.