SOFTWARE APPLICATION LICENSE AGREEMENT 
YOUR USE OF THIS SOFTWARE APPLICATION IS SUBJECT TO THE TERMS CONTAINED IN THIS SOFTWARE APPLICATION LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO DOWNLOAD OR USE THIS SOFTWARE APPLICATION OR TO ACCESS ANY CONTENT VIA THE SOFTWARE APPLICATION. BY DOWNLOADING OR USING THE SOFTWARE APPLICATION, OR ATTEMPTING TO DO ANY OF THESE, YOU ACKNOWLEDGE YOUR ACCEPTANCE AND AGREEMENT WITH THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE WITH THE TERMS BELOW, YOU HAVE NO RIGHT TO AND MUST NOT DOWNLOAD OR USE THE SOFTWARE APPLICATION. 
This Agreement is between you and Integra Capital  Group, Inc, dba Century Business Solutions and EBizCharge (“CBS”), a merchant services provider. You must be a current merchant customer of CBS in order to use or download this software application.  
1. SCOPE OF LICENSE 
1.1. As used in this Agreement, “Licensed Application” means CBS’s software application and/or software program (including licensed third party components), in object code format only provided to you or available for download by you; “Documentation” means any materials provided to you relating to the Licensed Application, including without limitation, user manuals, product descriptions and specifications, “read-me” files, and third party licenses relating to the Licensed Application; and “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (ii) copyrights, including all applications and registrations related to the foregoing, (iii) trade secrets and confidential know-how, (iv) patents and patent applications, (v) websites and internet domain name registrations, and (vi) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 
1.2. Conditioned upon your compliance with the terms and conditions of this Agreement, and subject to the terms and conditions set forth in this Agreement, CBS hereby grants to you a limited, personal, revocable, non-transferable (except as otherwise provided herein), non-sublicensable, non-exclusive license to use the Licensed Application in object code format only and the Documentation for your internal business purposes during the term set forth in Section 3. You may not use Licensed Application to render services to third parties. You agree to adhere to and comply with the licenses of any third party software included in the Licensed Application, and acknowledge that CBS is not responsible for third party software included within the Licensed Application. You may use Documentation for personal reference purposes only.   
1.3. The Licensed Application and Documentation is being licensed only, and not sold, to you. The license granted herein gives you only limited rights to use the Licensed Application and Documentation, and you may use the Licensed Application and Documentation only as expressly permitted in this Agreement. No other license has been granted hereunder, and CBS reserves all rights not expressly granted under this Agreement. You expressly acknowledge and agree that you have not been granted any license or right to use or receive any source code of the Licensed Application, and that, except for the limited license granted in Section 1.1, you have no rights, title or interest in the Licensed Application or Documentation. 
1.4. You shall not provide or otherwise make available, or allow use of, any portion of the Licensed Application or Documentation in any form to or by any person other than your employees and independent contractors who have been authorized by CBS to use the Licensed Application and have been assigned an authorized unique identifier. You must advise all employees and independent contractors having access to the Licensed Application or Documentation of the terms and conditions of this Agreement, including the proprietary nature of the Licensed Application and Documentation.   
1.5. CBS is not obligated to provide to you any upgrades, enhancements, or modifications, or maintenance, support or other services, with respect to the Licensed Application or Documentation. If provided to you by CBS, in its sole discretion, upgrades, enhancements, modifications, or maintenance, support or other services will be governed by this Agreement, unless it is accompanied by or subject to a separate agreement in which case that agreement will govern. 
 
2. INTELLECTUAL PROPERTY; CONFIDENTIALITY 
2.1. You acknowledge and agree the Licensed Application and Documentation are proprietary to CBS, contain confidential information and know-how belonging to CBS and are being made available to you in confidence solely on the basis of your business relationship with CBS; that title to all Intellectual Property rights in the Licensed Application and Documentation are the sole property of CBS and its licensors; and that CBS and its licensors will retain exclusive interest in and ownership of its Intellectual Property rights in and to the Licensed Application and Documentation. You agree to maintain in strict confidence the Licensed Application and Documentation, and to treat the Licensed Application and Documentation with at least the same care as that which you treat your own confidential or proprietary information and with no less than a reasonable standard of care. You agree that during and after termination of this Agreement, you will not raise or cause to be raised any questions concerning or objections to any of the rights held by CBS in the Licensed Application or Documentation, or validity of the Licensed Application or Documentation, or any of the Intellectual Property rights therein. Pursuant to 18 U.S.C § 1833(b)(1): “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” 
2.2. All Intellectual Property rights based on or relating to the Licensed Application or Documentation, access to the Licensed Application or Documentation, or CBS’s confidential information, including without limitation any improvements, enhancements, or derivative works of the Licensed Application or Documentation, whether made independently by CBS, by you, or jointly by you and another entity, shall be owned by CBS, irrespective of any contribution, assistance and/or support the developing entity may have received with respect to the foregoing.  You hereby assign and agree to assign all such rights to CBS. You shall not use any confidential information or Intellectual Property of CBS, or any original source code of the Licensed Application or other CBS software, to develop your own proprietary software.  
2.3. As between you and CBS, all proprietary information submitted by you into the Licensed Application or processed through the Licensed Application shall at all times during and after the term of this Agreement remain your exclusive property. Any information or feedback provided to CBS by you shall be owned by CBS, and CBS shall have an unrestricted right to use such information and feedback for its business purposes, including for product support and development. 
2.4. Notwithstanding any other provisions of this Agreement, you shall not: (i) work around any intentionally-imposed technical limitations in the Licensed Application; (ii) distribute, license, loan, rent, lease, lend or sell the Licensed Application or other content that is contained or displayed in the Licensed Application; (iii) modify, alter, adapt, translate, or create any derivative works of the Licensed Application or Documentation; (iv) reverse engineer, decompile, decode, decrypt, or disassemble the Licensed Application, except and only to the extent that it is expressly permitted by applicable copyright law provisions for computer programs; (v) reconstruct, derive or obtain any source code, user interfaces, algorithms or functionality from the Licensed Application; (vi) publish or otherwise make the Licensed Application available for others to access or copy; (vii) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Licensed Application or Documentation; (viii) physically or electronically transfer any server-based components of the Licensed Application from the device, system server or the user-based components of the Licensed Application from the user systems where such components have been downloaded or installed for your use, without written permission from CBS; (ix) make copies of or allow any third party to access or use the Licensed Application and Documentation; (x) allow the Licensed Software or Documentation to be used by any third party; (xi) use the Licensed Application to provide time-sharing, multi-user service bureau or other services to third parties; (xii) develop or improve a competing product or service with similar features; or (xiii) attempt to do any of the foregoing, or permit, assist or authorize anyone else to do any of the foregoing.   
3. TERM AND TERMINATION 
3.1. This Agreement will automatically terminate upon the earlier of: (i) termination or expiration of a merchant services agreement, whether oral or in writing, between you and CBS, or (ii) when you are no longer a current merchant customer of CBS. For the avoidance of doubt, this Agreement and all rights and licenses granted herein shall terminate immediately and without any prior notice when CBS discontinues providing merchant services to you, and thereafter, you shall have no right or license to use, access or download the Licensed Application or Documentation. 
3.2. Either party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other party. 
3.3. This Agreement shall terminate immediately upon any change of control of you or your organization, unless such change of control has been approved in writing by CBS prior to said change of control.  For purposes of this Agreement, the term “change of control” shall mean (i) a direct or indirect change in the beneficial ownership of fifty percent (50%) or more of the outstanding voting stock or income of you or your entity, or (ii) a direct or indirect change in the power to direct or cause the direction of the management policies of you or your entity, or (iii) the sale or other disposition of all or substantially all of the assets of your or your entity’s assets, or (iv) the merger, amalgamation or other form of business combination or similar transaction between you and one  or more entities. 
3.4. CBS may terminate, at its option, effective immediately and without any requirement of notice, this Agreement and/or suspend access to, or services in connection with, the Licensed Application in the event that: (i) you file a petition in bankruptcy, you file a petition seeking any reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or you make an assignment for the benefit of creditors; (ii) a receiver, trustee, or similar officer is appointed for a party’s business or property; (iii) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against such party and not stayed, enjoined, or discharged within 60 days; or (iv) you adopt a resolution for discontinuance of your business or for dissolution. 
3.5. Termination of this Agreement shall not limit or restrict any of the remedies available to the parties hereunder or at law or in equity. CBS shall have the right to seek a temporary restraining order and/or injunction for breach by you of this Agreement without having to prove damages or post bond.   
3.6. Upon termination or expiration of this Agreement for any reason, all rights and licenses granted under this Agreement (to the extent not already terminated) shall terminate and revert to CBS, and you shall: (i) cease all use of the Licensed Application and Documentation; and (ii) return to CBS and/or, at CBS’s request, certify the destruction of all copies of the Licensed Application and Documentation. Upon expiration or termination of this Agreement for any reason, CBS may immediately terminate your access to or use of the Licensed Application and Documentation. 
	3.7. 	The obligations under the following provisions and any other provision intended to survive 
will survive the termination or expiration of this Agreement:  Sections 1.1, 1.3, 2, 3 and 6-8.  
4. PRIVACY 
4.1. You acknowledge and agree to CBS’s privacy policy available here as may be amended from time to time. 
4.2. To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Your Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, as set forth in CBS’s privacy policy. 
4.3. You consent to the processing of Personal Data by CBS and its affiliates, and their respective agents and subcontractors, in connection with the Licensed Application. Before providing Personal Data to CBS, you will obtain all requires consents from third parties (including your contacts, partners, distributors, administrators and employees) under applicable privacy and Data Protection Laws. 
4.4. To the extent CBS is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms: 
4.4.1. The parties agree that you are the controller of Personal Data and CBS is the processor of such data, except when you act as a processor of Personal Data, in which case CBS is a subprocessor. CBS will process Personal Data only on documented instructions from you. In any instance where the GDPR applies and you are a processor, you warrant to CBS that your including appoint of CBS as a processor or subprocessor, have been authorized by the relevant controller. 
4.4.2. The parties acknowledge and agree that: 
(a)	The subject-matter of the processing is limited to Personal Data within the scope of the GDPR; 
(b)	The duration of the processing will be for the duration of your right to use the Licensed Application and until all Personal Data is deleted or returned in accordance with your instructions or the terms of this Agreement;  
(c)	The nature and purpose of the processing will be to provide the Licensed Application pursuant to this Agreement; 
(d)	The types of Personal Data processed by the Licensed Application include those expressly identified in Article 4 of the GDPR; and 
(e)	The categories of data subjects are your representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to CBS by you. 
4.5.	CBS will make information available to you in a manner consistent with the functionality of the Licensed Application and CBS’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under GDPR. CBS will comply with reasonable requests by you to assist with your response to such a data subject request. If CBS receives a request from your data subject to exercise one or more of its rights under the GDPR in connection with Licensed Application for which CBS is a data processor or subprocessor, CBS will redirect the data subject to make its request directly to you. You will be responsible for responding to any such request. CBS will comply with reasonable requests by you to assist with your response to such a data subject request. 
4.6.	You consent to CBS using subprocessors as communicated to you, such as through the applicable privacy policy. CBS may update its list of subprocessors from time to time by providing you at least fourteen days notices before providing any new subprocessor with access to Personal Data. If you do not approve of such changes, you may terminate use of the Licensed Application by providing written notice of termination that includes an explanation of the grounds for non-approval prior to the expiration of the notice period. 
4.7.	CBS will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on your behalf, make them available to you upon request.  
4.8.	For purposes of this Agreement, “Data Protection Law” means any law applicable to CBS or you, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or reenacted; “Personal Data” means any information relating to an identified or identifiable natural person; “Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR; “Your Data” means all data provided to CBS or its affiliates by or on behalf of you or your affiliates through use of the Licensed Application. 
5.	INTERNET-BASED SERVICES. 
5.1.	If the Licensed Application connects to computer systems over the Internet, which may include via a wireless network, using the Licensed Application operates as your consent to the transmission of standard device information (including but not limited to technical information about your device, system, and application software, and peripherals) for Internet-based or wireless services. If other terms are presented in connection with your use of services accessed using the Licensed Application, those terms also apply. 
5.2.	You may not use any Internet-based service in any way that could harm it or impair anyone else's use of it or the wireless network. You may not use the service to try to gain unauthorized access to any service, data, account, or network by any means. 
5.3.	The Licensed Application may enable access to CBS’s and/or third-party services and websites and may be used with certain products provided by CBS (collectively and individually, “Services”). Use of the Services requires Internet access and use of certain Services requires you to accept additional terms. Certain Services may display, include or make available content, data, information, software, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that neither the CBS nor its agents are responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. Neither the CBS nor its agents warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. 
5.4.	You agree that the Services contain proprietary content, information and material that is owned by CBS and/or its agents or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services or in any manner that is inconsistent with the terms of this Agreement or that infringes any intellectual property rights of a third party. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that neither Licensor nor its agents is in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services. 
5.5.	CBS makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Licensor reserves the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will CBS be liable for the removal of or disabling of access to any such Services. CBS may also impose limits on the use of or access to certain Services, in any case and without notice or liability. 
6. DISCLAIMERS; LIMITATION OF LIABILITY 
6.1. THE LICENSED APPLICATION AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. CBS MAKES NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE LICENSED APPLICATION, DOCUMENTATION AND ANY SERVICES 
PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF CBS HAS BEEN ADVISED OF SUCH PURPOSE. CBS DISCLAIMS THAT THE LICENSED APPLICATION, DOCUMENTATION, OR USE OF THE SAME WILL HAVE ANY EFFECT ON YOU OR YOUR BUSINESS OR THAT IT IS FIT FOR ANY PARTICULAR PURPOSE ARISING BY LAW OR OTHERWISE. CBS MAKES NO REPRESENTATION, GUARANTEE, OR WARRANTY THAT THE LICENSED APPLICATION OR DOCUMENTATION ARE ERROR-FREE, THE CORRECTNESS, ACCURACY OR RELIABILITY OF THE SAME, TO THE SCOPE OR VALIDITY OF ITS INTELLECTUAL PROPERTY RIGHTS OR THAT YOUR USE OF THE LICENSED APPLICATION OR DOCUMENTATION AS PERMITTED UNDER THIS AGREEMENT WILL BE FREE FROM INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS HELD BY THIRD PARTIES. CBS SHALL INCUR NO OBLIGATION OR LIABILITY WITH RESPECT TO BRINGING OR PROSECUTING ACTIONS OR SUITS AGAINST THIRD PARTIES, FOR ALLEGED INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS COMING WITHIN THE SCOPE OF THIS AGREEMENT, OR TO DEFEND YOU AGAINST ANY ACTIONS OR SUITS BROUGHT BY THIRD PARTIES FOR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS. YOU AGREE THAT YOU HAVE THE ENTIRE RISK AS TO QUALITY AND ACKNOWLEDGE AND AGREE THAT ANY OF CBS'S ADVERTISEMENTS, SALES OR MARKETING MATERIALS PRESENT ONLY SUMMARY DESCRIPTIONS OF THE LICENSED APPLICATION AND ANY INFORMATION CONTAINED THEREIN DOES NOT IMPOSE ANY WARRANTY OR OTHER OBLIGATION UPON CBS.   
6.2. CBS DOES NOT EXPRESSLY OR IMPLIEDLY WARRANT THE CORRECTNESS OR VALIDITY OF ANY OUTPUT INFORMATION OR DATA PROVIDED BY USE OF THE LICENSED APPLICATION. YOU EXPRESSLY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR CHECKING THAT ANY RESULTS PRODUCED USING THE LICENSED APPLICATION ARE FREE FROM ERROR AND SUITABLE FOR THE APPLICATIONS FOR WHICH IT IS TO BE USED. 
6.3. IN NO EVENT WILL CBS (OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, SHAREHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, 
EMPLOYEES, AGENTS, REPRESENTATIVES, OR CONSULTANTS) BE LIABLE FOR ANY CLAIMS IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY CLAIMS FOR INDIRECT, CONSEQUENTIAL, 
INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR SIMILAR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST PROFITS, INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF SOFTWARE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES, WHETHER BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY, AND REGARDLESS OF WHETHER CBS WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF ANY SUCH CLAIMS. YOUR ENTIRE REMEDY AND CBS’S ENTIRE LIABILITY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE LICENSED APPLICATION OR, IF SUCH REPAIR OR REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN CBS’S OPINION, NOT COMMERCIALLY REASONABLE, TO A REFUND OF THE LICENSE FEES, IF ANY, ACTUALLY PAID BY YOU TO CBS FOR THE LICENSED APPLICATION DURING THE LAST TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM.   
6.4. Some jurisdictions may not allow the exclusion, disclaimer and/or limitation of implied warranties and liability, and if so, the above exclusions, disclaimers and/or limitations may not apply. In that event, the warranties with respect to the Licensed Application and Documentation will be limited to the greatest extent permitted by law in such jurisdiction. 
6.5. You acknowledge that certain employees or independent contractors of CBS may have access to certain confidential information in the course of providing services under this Agreement or otherwise. Except for circumstances in which CBS is grossly negligent or commits willful misconduct, you hereby release CBS of all liabilities and claims, and shall not make any claims against CBS, arising from or related to misappropriation of data or information relating to CBS’s access to such data or information.  
7. INDEMNIFICATION 
7.1. You will indemnify, defend and hold harmless CBS and its affiliates, and their respective successors, assigns, shareholders, members, directors, managers, officers, employees, agents, representatives and consultants, from and against any claims, losses, damages, liabilities, lawsuits, expenses and costs, including attorneys' fees, that arise or result from, or relate to, your breach of this Agreement; your negligence, fraudulent misrepresentations or willful misconduct; your use of the Licensed Application and Documentation and Third Party Materials; and/or any actual or alleged violation or noncompliance by you of any applicable law, rule or regulation.   
8. GENERAL 
8.1. The parties acknowledge and agree that they are dealing with each other as independent contractors. Nothing in this Agreement and its performance shall be construed as creating a joint venture, partnership or agency between CBS and you. Neither party shall bind, or attempt to bind, the other party to any contract or performance of any other obligation, or represent to a third party that it has the right to enter into any binding obligation on the other party’s behalf. 
8.2. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 
8.3. If any provision of this Agreement is held to be void or unenforceable, in whole or in part, the court or tribunal so holding shall reform the provision to make it enforceable while maintaining the intent of the provision, and if the court or tribunal finds it cannot so reform that provision, such provision or part thereof shall be treated as severable, leaving valid the remainder of this Agreement. 
8.4. This Agreement (including any exhibits attached hereto and terms referenced herein, including without limitation, an applicable privacy policy) contains all of the terms agreed to by the parties regarding the Licensed Application and Documentation and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given by CBS or you, or be implied from anything said or written in discussions between the parties except as specifically set forth in this Agreement. The provisions of this Agreement shall control over the terms of any present or future purchase order from you. Acceptance by you of the Licensed Application from CBS shall be deemed conclusive evidence of your agreement that the license for the Licensed Application is governed by this Agreement. This Agreement may only be amended in writing signed by authorized representatives of both parties.   
8.5. The failure of either party to enforce or to exercise, at any time or for any period of time, any term of or any right arising pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right, and shall in no way affect that party's right later to enforce or exercise it. 
8.6. You shall not have the right or power to assign this Agreement without CBS's prior written consent and any such attempted assignment without CBS’s prior written consent shall be null and void. CBS shall be entitled to assign or subcontract this Agreement or delegate any obligation hereunder at its discretion at any time.   
8.7. You acknowledge that the Licensed Application may be subject to United States or international technology control or export laws and regulations, which may prohibit, or limit export, use, access or diversion of Licensed Application to or in certain countries. You must comply with all applicable federal, state and local laws, rules, export laws, restrictions and regulations of any applicable governmental agency or authority, and will not engage in any activity that may result in the violation of such laws. 
8.8. CBS will have the right to audit your use of the Licensed Application and Documentation to ensure compliance with this Agreement. You will be responsible for assuring full cooperation with CBS in connection with such audits and will provide CBS or obtain for CBS access to such systems, properties, records, or personnel as CBS may reasonably require for such purpose.   
8.9. Neither party will be liable or responsible to the other for any delay or failure to perform any of its obligations under this Agreement (other than those contained in the confidentiality sections of this Agreement) due to conditions beyond its reasonable control, including, but not limited to acts of God or of the public enemy, work stoppages, civil disobedience, riots, wars or hostilities, explosions, embargos, acts of terrorism, acts of the government, pandemics, fires, floods, storms or earthquakes (“Force Majeure Event”). If a Force Majeure Event occurs, the party claiming the force majeure will promptly give notice to the other party (stating with reasonable particularity the event of force majeure claimed) and use its commercially reasonable efforts to perform its obligations under this Agreement despite the Force Majeure Event. Performance times under this Agreement shall be considered extended for a period of time equivalent to the time lost because of any failure or delay; provided, however, that if any such failure extends for more than thirty (30) calendar days, the party not relying on the failure or delay, at its option, may terminate this Agreement as permitted by this Agreement.   
8.10. The interpretation, performance and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction. In the event of any dispute or claim arising out of or relating to this Agreement, then either party shall have the right to require that both Parties attempt to resolve the dispute, claim, breach or default informally between themselves by giving written notice thereof to the other party as set forth herein. Within thirty (30) days of such written notice, appropriate representatives of both Parties with authority to resolve the matter shall meet in person to negotiate with each other and attempt to resolve the matter. This informal attempt at resolving the matter shall be a condition precedent to initiating formal mediation or arbitration as provided below: 
8.10.1. If the Parties cannot resolve the matter through informal discussions, the Parties shall attempt in good faith to resolve the matter by confidential mediation in compliance with the commercial rules of the Judicial Arbitration and Mediation Service ("JAMS"). The expenses of the mediator shall be borne equally by the parties. 
8.10.2. If the parties cannot resolve the matter through informal discussions or mediation, the matter shall be resolved by confidential, binding arbitration under the commercial rules of JAMS, with one (1) arbitrator mutually agreed upon by the parties. If the parties are unable to agree upon an arbitrator, JAMS will appoint the arbitrator in accordance with its rules and shall select an arbitrator with at least ten (10) years prior experience with disputes involving software and in the area of law relating to the subject matter of the dispute or claim. Any arbitration shall occur in Los Angeles or Orange County, California. Notwithstanding the foregoing, a party may seek injunctive remedies in any court of competent jurisdiction if such remedies are not readily available through the arbitration procedure, or if readily available, are not effectively enforced by the relevant courts. The prevailing party may be awarded its expenses, reasonable attorneys’ fees and costs. The expenses of the arbitrator shall be borne equally by the parties. 
8.11. You represent and warrant that you are duly authorized and have the legal capacity to execute and deliver this Agreement, that this Agreement is a valid and legal agreement binding on the party and enforceable according to its terms.