Prewitt Ridge Inc.
Last updated: 09/12/2025
This End User License Agreement ("EULA" or "Agreement") is a legal agreement between you ("Customer") and Prewitt Ridge, Inc. (“Prewitt Ridge” or “Licensor”), a company with offices at 360 E 2nd St, Suite 709, Los Angeles CA 90012, regarding your use of our SysGit™ software and related services (collectively, the "Software").
By downloading, installing, accessing, or using the Software, you agree to be bound by the terms of this license agreement. If you do not agree to these terms, do not use the Software.
The Parties agree as follows:
1. DEFINITIONS.
(a) “Authorized Deployment” means an instance of the Software installed on a Customer-selected server such that the Software instance is configured to provide multiple users with access to Software functionality.
(b) “Authorized Project” means one or more collections of Authorized Users and/or Authorized Deployments that is in service of discrete effort identified in an Order.
(c) “Authorized User” means an employee or contractor of Customer who Customer permits to access and use the Software and/or Documentation pursuant to Customer's license hereunder.
(d) “Documentation” means Prewitt Ridge's user manuals, handbooks, and installation guides relating to the Software provided by Prewitt Ridge to Customer either electronically or in hard copy form.
(e) “Order” means an ordering document that provides specific information relevant to the purchase of the Software and the fees associated.
(f) “Software” means SysGit and such other software as may described in an Order, including any Updates provided to Customer pursuant to this Agreement.
(g) “Term” has the meaning provided in Section 11(a).
(h) “Third-Party Products” means any third-party products described in an Order provided with or incorporated into the Software, including any open source software.
(i) “Updates” means any updates, bug fixes, patches, or other error corrections to the Software that Prewitt Ridge generally makes available free of charge to all Customers of the Software.
2. LICENSE.
(a) License Grant. Subject to and conditioned on Customer's payment of Fees and compliance with the terms and conditions of this Agreement, Prewitt Ridge hereby grants Customer a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 12(h)) license during the Term to: (i) install the Software on up to the number of Authorized Deployments, as applicable, set forth in an Order; (ii) use, and permit Authorized Users to use, the Software in accordance with the maximum number of Authorized Users and/or Authorized Projects, as applicable, set forth in an Order; and (iii) use and make a reasonable number of copies of the Documentation solely for Customer’s internal business purposes in connection with Customer’s use of the Software.
(b) User Accounts. Customer is responsible for the actions of its Authorized Users in connection with the Software. In the event Authorized Users are provided with access credentials, Customer and Authorized Users must protect the confidentiality of such credentials. Customer will promptly notify Prewitt Ridge if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
(c) Use Restrictions. Customer shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement or with the advance written authorization of Prewitt Ridge, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) provide access to the Software to any third party that offers or develops software tools related to requirements management or model based systems engineering or otherwise directly competes with Prewitt Ridge; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (v) remove any proprietary notices from the Software or the Documentation; or (vi) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(d) Reservation of Rights. The Software is licensed and not sold. Prewitt Ridge reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Software or Documentation.
(e) Delivery. Prewitt Ridge shall deliver the Software electronically, on tangible media, or by other means as agreed by the Parties within seven (7) days following the Effective Date.
3. CUSTOMER RESPONSIBILITIES.
(a) General. Customer is responsible for Customer’s use of the Software, and that of its Authorized Users, whether such access or use is permitted by or in violation of this Agreement. Without limiting the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software and shall cause Authorized Users to comply with such provisions.
(b) Third-Party Products. Prewitt Ridge may distribute certain Third-Party Products with the Software. For purposes of this Agreement, such Third-Party Products are subject to their own license terms and any applicable flow through provisions referred to in an Order. If Customer does not agree to abide by the applicable terms for such Third-Party Product, then Customer should not install or use such Third-Party Products. The Software may also contain certain open source software identified on an Order. Customer understands and acknowledges that such open source software is not licensed to Customer pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license. Customer shall have only such rights and/or licenses, if any, to use the open source software as set forth in the licenses referenced in an Order.
4. SUPPORT.
During the Term, Prewitt Ridge will provide Customer with Updates to the Software. Prewitt Ridge will provide Customer with such additional support as may be identified in an Order.
5. FEES AND PAYMENTS.
(a) Fees. Customer shall pay Prewitt Ridge the fees (“Fees”) set forth in an Order, as updated in any Renewal Term, without offset or deduction. If Customer fails to make any payment when due, in addition to all other remedies that may be available: (i) Prewitt Ridge may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Prewitt Ridge for all costs incurred by Prewitt Ridge in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for fourteen (14) days following written notice thereof, Prewitt Ridge may prohibit access to the Software until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other person by reason of such prohibition of access to the Software.
(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Prewitt Ridge's income.
(c) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder (“Customer Records”). In addition to maintaining the Customer Records, Customer acknowledges that the Software may log de-identified information regarding Customer’s use of the Software (“Usage Data”). Prewitt Ridge may, at its own expense, on reasonable prior notice, periodically inspect and audit the Customer Records. If the Software is deployed on premises controlled by Customer, Customer shall provide Prewitt Ridge access to the Usage Data, in a de-identified format compatible with Customer’s security requirements, on a quarterly basis or such other frequency as may be mutually agreed in writing. If such inspection and/or Usage Data demonstrates that Customer has exceeded the Software usage outlined in this Agreement or applicable Order in a manner that has resulted in underpayment to Prewitt Ridge with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.
6. CONFIDENTIAL INFORMATION.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, as demonstrated by documentary evidence, was at the time of disclosure: (a) in the public domain; (b) rightfully known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party who is not under an obligation of confidentiality to the disclosing Party; or (d) independently developed by the receiving Party without use of any Confidential Information. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations under this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party, if allowable by law, and made a reasonable effort to obtain a protective order. On request following the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret, such obligations of non-disclosure will remain in force for as long as such Confidential Information remains subject to trade secret protection.
7. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.
(a) Ownership. Customer acknowledges that, as between Customer and Prewitt Ridge, Prewitt Ridge owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation and, with respect to Third-Party Products, the applicable third-party owns all right, title and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) Feedback. If Customer suggests or recommends changes to the Software or Documentation, including without limitation, new features or functionality, or any comments, questions, suggestions, or the like (“Feedback”), Customer acknowledges and agrees that any such Feedback is given on a non-confidential basis and Prewitt Ridge shall be free to use, disclose, reproduce, license, or otherwise distribute, and exploit the Feedback without obligation or restriction of any kind.
8. WARRANTIES, DISCLAIMERS, AND EXCLUSIVE REMEDIES.
(a) Each Party represents that it has validly entered into this Agreement and that it has the power and authority to do so.
(b) Prewitt Ridge warrants that: (i) the Software will perform materially as described in the Documentation during the Term; and (ii) at the time of delivery, the Software does not contain any virus or other malicious code. THE FOREGOING WARRANTIES DO NOT APPLY, AND PREWITT RIDGE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(c) The warranties set forth in Section 8(b) do not apply and become null and void if Customer breaches any material provision of this Agreement, or if Customer, whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Prewitt Ridge in writing; (ii) modifies or damages the Software; or (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Prewitt Ridge in writing.
(d) If, during the period specified in Section 8(b), any Software fails to comply with the warranty in Section 8(b), and such failure is not excluded from warranty pursuant to Section 8(c), Prewitt Ridge shall, subject to Customer promptly notifying Prewitt Ridge in writing of such failure, at its sole option, either: (i) repair or replace the Software, provided that Customer provides Prewitt Ridge with all information Prewitt Ridge reasonably requests to resolve the reported failure, including sufficient information to enable Prewitt Ridge to recreate such failure; or (ii) refund the Fees paid for such Software during the period of non-compliance with the warranty in Section 8(b), subject to Customer’s ceasing use of the Software during such period. The remedies set forth in this Section 8(d) are Customer's sole remedies and Prewitt Ridge's sole liability under the limited warranty set forth in Section 8(b).
(e) Prewitt Ridge may, at its sole discretion, offer the Software without charge during a limited trial period (“Trial Period”). Notwithstanding anything in this Agreement to the contrary, the Software is provided “as is” during any Trial Period, and Prewitt Ridge expressly disclaims all warranties, including those provided in Section 8(b), during such Trial Period.
(f) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(b), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND PREWITT RIDGE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PREWITT RIDGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(b), PREWITT RIDGE MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PREWITT RIDGE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SYSTEMS DEVELOPED BY CUSTOMER OR ANY THIRD PARTY USING THE SOFTWARE.
9. INDEMNIFICATION.
(a) Prewitt Ridge Indemnification.
(i) Prewitt Ridge shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Prewitt Ridge in writing of the claim, cooperates with Prewitt Ridge, and allows Prewitt Ridge sole authority to control the defense and settlement of such claim, provided that Prewitt Ridge may not settle any Third-Party Claim against Customer unless such settlement completely and forever releases Customer from all liability with respect to such Third-Party Claim or unless Customer consents to such settlement, and further provided that Customer shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(ii) If such a claim is made or appears possible, Customer agrees to permit Prewitt Ridge, at Prewitt Ridge's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Prewitt Ridge determines that none of these alternatives is reasonably available, Prewitt Ridge may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Prewitt Ridge or authorized by Prewitt Ridge in writing; (B) modifications to the Software not made by Prewitt Ridge; (C) use of any version other than the most current version of the Software or Documentation delivered to Customer; or (D) Third-Party Products.
(b) Customer Indemnification.
Customer shall indemnify, hold harmless, and, at Prewitt Ridge's option, defend Prewitt Ridge from and against any Losses resulting from any Third-Party Claim based on Customer's, or any Authorized User's: (i) negligence or willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Prewitt Ridge or authorized by Prewitt Ridge in writing; (iv) modifications to the Software not made by Prewitt Ridge; or (v) use of any version other than the most current version of the Software or Documentation delivered to Customer, provided that Customer may not settle any Third-Party Claim against Prewitt Ridge unless such settlement completely and forever releases Prewitt Ridge from all liability with respect to such Third-Party Claim or unless Prewitt Ridge consents to such settlement, and further provided that Prewitt Ridge shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy.
THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PREWITT RIDGE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. LIMITATIONS OF LIABILITY.
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PREWITT RIDGE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PREWITT RIDGE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PREWITT RIDGE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. TERM AND TERMINATION.
(a) Term.
The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for the term listed on an initial Order (the “Initial Term”). Following expiration of the Initial Term, this Agreement will automatically renew at Prewitt Ridge’s then-applicable standard pricing for the renewed Services, for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
(b) Termination.
In addition to any other express termination right set forth in this Agreement:
(i) Prewitt Ridge may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Prewitt Ridge's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or 6;
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach;
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
(iv) solely during a Trial Period, Customer may terminate this Agreement, effective immediately, by providing notice to Prewitt Ridge prior to the expiration of such Trial Period.
(c) Effect of Expiration or Termination.
Upon expiration or earlier termination of this Agreement, the license granted hereunder will terminate, and, without limiting Customer's obligations under Section 6, Customer shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to Prewitt Ridge that the Software and Documentation has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
(d) Survival.
This Section 11(d) and Sections 1, 5, 6, 7, 8(e)–(f), 9, 10, 12, and any other sections that by their nature should survive will remain in effect following termination of this Agreement.
12. MISCELLANEOUS.
(a) Entire Agreement.
This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence shall govern except as otherwise expressly agreed in writing: (a) this Agreement, exclusive of its exhibits; (b) the applicable Order; (c) second, any exhibit to the applicable Order; and (d) any exhibits to this Agreement.
(b) Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement, the email address listed on the signature page of this Agreement, or such other address that may be designated by the Party giving Notice from time to time in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Email notice to Prewitt Ridge shall be effective only if addressed to legal@sysgit.com. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(c) Publicity.
Except as provided herein, neither Party will use the name of the other Party in any publicity, advertising, or news release without prior written approval of the other Party. Prewitt Ridge may issue a press release announcing this Agreement, subject to Customer’s prior review and approval which shall not be unreasonably withheld. Prewitt Ridge may disclose Customer’s status as a customer of the Software and may use Customer’s logo for this limited purpose, provided that Prewitt Ridge complies with all written instructions regarding the use of Customer’s logo.
(d) Force Majeure.
In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(e) Amendment and Modification; Waiver.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(f) Severability.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(g) Governing Law; Submission to Jurisdiction.
This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal or state courts within the County of Los Angeles, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(h) Assignment.
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety in connection with a merger acquisition or that Party or substantially all of its assets. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
(i) Export Regulation.
The Software may be subject to export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
(j) Government Rights.
Each of the Documentation and the Software is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Software and Documentation as are granted to all other users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
(k) Equitable Relief.
Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(l) Counterparts.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Unless otherwise mutually agreed to in writing, Customer's continued use of Software shall be governed by the above agreement.
