This MASTER LICENSE AND PROFESSIONAL SERVICES AGREEMENT together with any Order Form or attachment hereto, is made as of the date of execution (the “Effective Date”) and comprises the entire agreement (the “Agreement”) by and between SotalCloud Inc. (“SotalCloud”), and the company accepting the terms of the Agreement via a signed Order Form (“Licensee”). SotalCloud and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SotalCloud and Licensee, intending to be legally bound, hereby agree as follows:
Capitalized terms throughout this Agreement shall have the following meaning.
a. “Account” means the account(s) established by SotalCloud to provide Licensee access to the Hosted Services in accordance with this Agreement.
b. “Application Programming Interfaces” and “API” shall mean the programmatic access points to the Hosted Services.
c. “Confidential Information” has the meaning set forth in Section 9.
d. “Custom Work” means graphical and user-interface changes to the SotalCloud Software, created in order to adapt the look and feel of the SotalCloud Software to the specific requirements of Licensee, or any other custom development, implementation and/or integration Professional Services work performed by SotalCloud at Licensee’s request.
e. “Documentation” means installation guides and/or other technical instructions, which SotalCloud provides to Licensee hereunder, in conjunction with the SotalCloud Hosted Services, either in hard copy or electronic copy, and any and all updates thereto.
f. “SotalCloud Application” means an application developed by SotalCloud that makes use of SotalCloud Software, code and/or Hosted Services to deliver functionality to sites, and access APIs directly or through SotalCloud Widgets.
g. “SotalCloud Hosted Services,” “SotalCloud Services” or “Hosted Services” shall mean any of SotalCloud’s solutions, offered to Licensee as a service that runs from SotalCloud’s datacenter, including, without limitation, SaaS Platform, SaaS Services, SaaS Catch-up and nPVR, SaaS CDN/Edge Server, databases, metadata, files, and data either used to operate the services or incorporated therein, the system and processes, the Documentation and all corrections, Custom Work, modifications and enhancements (including any and all Intellectual Property pertaining thereto). Hosted Services may include SotalCloud Software which is provided to Licensee in order to facilitate access to the Hosted Services. The Hosted Services may access 3rd party web-services and/or content provided by 3rd parties and/or members of the SotalCloud Network. Such access may change from time to time based on the discretion of said 3rd parties or SotalCloud.
h. “SotalCloud Directory” means an indexed directory site of the content, including content metadata, in the SotalCloudNetwork, searchable by search-engines.
i. “SotalCloud Software” means software developed by SotalCloud, including without limitation SotalCloud Widgets, SotalCloud Applications, “Flash Wizards”, “Transcoding Engines” and “SotalCloud Management Console”, including their respective Documentations, and all corrections, Custom Work, modifications and enhancements thereof, performed or approved by SotalCloud.
j. “SotalCloudNetwork” means SotalCloud’s global collection of content, metadata related to the content and contributors, which includes content provided by content partners, by SotalCloud licensees, and means of transporting and syndicating such content.
k. “SotalCloud Widget” shall mean SotalCloud Software that is designed to access Hosted Services.
l. “Intellectual Property” shall include, without limitation, copyrights, trade-secrets, Marks (as defined in Section
6a below), domain names, patents, know-how, formulation, data, technology, designs, inventions, improvements, discoveries, processes, models or sales, financial, contractual and marketing information and all other intellectual or industrial property and like rights whether or not registered and the applications thereof.
m. “Licensee Content” shall mean any content Licensee makes available to its Users via the SotalCloud Hosted Services, except for User Submitted Media.
n. “Licensee System” means the system owned or licensed by Licensee underlying Licensee’s Internet service, and including, without limitation, any and all technology, know-how, trade secrets, inventions, standardized subroutines, computer programs, software tools, processes, coding, works of authorship, development tools and programming techniques which are incorporated therein (excluding SotalCloud Software and Hosted Services).
o. “Order Form” means the form supplied by SotalCloud in order for Licensee to order Hosted Services and/or Professional Services under this Agreement.
p. “Professional Services” shall mean any implementation work performed under this Agreement, including, integration of the Hosted Services with Licensee’s System, as well as any Custom Work.
q. “Publisher Content” means all of the content ingested to SotalCloud via Licensee’s Account, including User Submitted Media and Licensee Content.
r. “User” means a legal entity or person that uses the Software, the SotalCloudNetwork, and/or Hosted Services for online transactions such as viewing, browsing, downloading, uploading, editing and otherwise engaging with the Software or Hosted Services. Users can include employees, students or audience of Licensee, unless otherwise specified in the applicable Order Form.
s. “User Submitted Media” shall mean any content created and submitted, or imported by Licensee’s Users.
2. SCOPE OF AGREEMENT.
a. Licensee and its affiliates may order new or additional Hosted Services and Professional Services by executing an Order Form. An Order Form shall be effective upon execution by both Parties.
b. Unless any provisions hereof are specifically excluded or modified in a particular Order Form hereto, each such Order Form shall be deemed to incorporate therein all the terms and conditions of this Agreement and may contain such additional terms and conditions as the Parties may mutually agree. Unless specifically noted, the terms and conditions contained in a particular Order Form shall apply exclusively to the particular combination of Hosted Services and SotalCloud Software (and type of access to SotalCloudNetwork) described in such Order Form and shall have no effect on any other Order Form. In the event of a conflict between any of the provisions of this Agreement and the terms and conditions of a specific Order Form, the provisions of the specific Order Form shall prevail. Neither Party shall have any obligation with respect to any Hosted Services, including payment, delivery and/or acceptance thereof until an Order Form setting forth the specific terms with respect to such Hosted Services has been executed by both Parties.
a. Service Providers. Licensee shall remain at all times liable and responsible for the actions and omissions of all subcontractors (other than SotalCloud) that it may use in connection with the Hosted Services or this Agreement and agrees that such subcontractor(s) shall be subject to substantially similar obligations, including the confidentiality obligations, as set forth in this Agreement.
4. THE LICENSE; OWNERSHIP.
a. License to the Hosted Services, the SotalCloud Software and the SotalCloudNetwork. Subject to the terms and conditions of this Agreement, upon the execution of an applicable Order Form and subject to payment of any and all applicable amounts due to SotalCloud hereunder, SotalCloud will grant to Licensee, for the term of this Agreement, a worldwide, non-exclusive, non- transferable, non-sublicensable (except to Licensee’s Users as set forth herein) limited right and license, the scope of which shall be defined in the applicable Order Form(s), to access and/or use the SotalCloud Hosted Services, the SotalCloud Software and SotalCloudNetwork that are described in the applicable Order Form(s) in accordance with their respective specifications, solely (i) for its own internal use; and (ii) for the purpose of sublicensing SotalCloud Hosted Services to Licensee’s Users. Licensee shall make no other access or use of the SotalCloud Hosted Services or the SotalCloud Software and/or SotalCloudNetwork except as expressly granted hereunder, without the prior written consent of SotalCloud. All rights not expressly granted herein with respect to the SotalCloud Software, SotalCloud Hosted Services, and the SotalCloudNetwork are reserved to SotalCloud. Nothing contained herein shall limit SotalCloud’s right to license or otherwise distribute or make available SotalCloud Hosted Services, or grant access to the SotalCloudNetwork, in whole or in part, to any third party. Licensee hereby grants SotalCloud a worldwide, royalty-free, perpetual, transferable, non-exclusive license to: (i) deliver Publisher Content in accordance with the preferences set by Licensee using its Account; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of Publisher Content; (iii) use, exhibit, broadcast, publish, publicly display, make available, publicly perform, distribute, promote, copy, store or reproduce Publisher Content on or through the Hosted Services or otherwise perform any action required in order to fulfill its obligations hereunder; and (iv) utilize Publisher Content to test SotalCloud’s internal technologies and processes. Upon configuration of the Hosted Services, SotalCloud shall grant Licensee a non-transferable, non- sublicenseable (other than to its Users) license to search and access the SotalCloudNetwork, during the term of this Agreement, provided that Licensee hereby grants a license to SotalCloud to include its Publisher Content and related metadata in the SotalCloudNetwork and agrees that it shall be indexed and become searchable and previewable via search engines and the SotalCloud Directory.
b. Ownership. The Parties expressly understand and agree that: (i) the SotalCloud Hosted Services, the SotalCloud Software(s), SotalCloud’s Confidential Information, and all Intellectual Property with respect to the foregoing, are and shall remain the sole and exclusive property of SotalCloud; and (ii) the Licensee System, Licensee’s Confidential Information, Licensee Content and all Intellectual Property with respect to the foregoing are and shall remain the sole and exclusive property of Licensee.
c. Protection of Rights. Both Parties shall cooperate with each other in protecting their respective rights in the SotalCloud Software(s), the SotalCloud Hosted Services, the SotalCloudNetwork, Licensee System, and Licensee Content, including their Intellectual Property and Confidential Information. Without limiting the foregoing, each Party agrees to notify the other Party promptly in the event that such Party becomes aware of any infringement of any such rights held by the other Party. Each Party shall exclusively have the right, in its sole discretion, to prosecute lawsuits against any third party for infringement of its rights and the other Party shall fully cooperate with it, at such Party’s (whose rights have been infringed upon) expense, in the prosecution of any such suit, demand or claim.
d. Publisher Content. SotalCloud does not endorse any Publisher Content or any opinion, recommendation, or advice expressed therein, and SotalCloud expressly disclaims any and all liability in connection with Publisher Content. Licensee shall ensure that its Account is not used in connection with copyright infringing activities, any infringement of intellectual property rights, and/or any illegal, inappropriate, or offending content. Licensee acknowledges and agrees that SotalCloud does not screen or review Publisher Content on the Hosted Services to determine whether it contains false or defamatory material, or material that is infringing, offensive, indecent, objectionable, invasive of another’s privacy or publicity rights, or which contains errors or omissions. Under no circumstances will SotalCloud be liable in any way for any Publisher Content, including, but not limited to, any defamation, falsehoods, errors or omissions associated with such Publisher Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content posted, delivered, emailed or otherwise transmitted via the Hosted Services. If notified that such content infringes on any third party’s intellectual property rights, SotalCloud may remove any Publisher Content. SotalCloud will make reasonable efforts to provide Licensee with prior notice before removing Publisher Content, but SotalCloud reserves the right to remove Publisher Content without prior notice to Licensee in the event that such reasonable efforts are unsuccessful.
a. Fees and Payment Schedule. Licensee shall pay SotalCloud the fees set forth in the Order Form, in accordance with any additional payment terms set forth therein. Payment for all invoices is due upon receipt. Any setup fees shall be invoiced upon execution of the Order Form. Monthly service fees shall commence on the date set forth in the Order Form. All fees are exclusive of VAT and any other applicable sales tax.
b. Currency; Interest. Unless otherwise specified in the applicable Order Form, Licensee shall pay all fees and other amounts due pursuant to this Agreement and applicable Order Forms solely and exclusively in US Dollars. Any late payment shall accrue interest at the monthly rate of two percent (2%) on any outstanding balance from the due date, or the maximum rate permitted by law, whichever is less, plus all collection- related expenses.
c. Taxes. All payments hereunder are exclusive of any and all applicable sales, use, excise, import, export, value-added and similar taxes and governmental charges.
d. Professional Services. Unless otherwise specified in the Order Form, fees for Professional Services will be invoiced on a time and materials basis. Implementation of final deliverables may be dependent on Licensee making assets and internal resources available to SotalCloud. Licensee is responsible for actual and reasonable travel expenses associated with travel to Licensee’s premises in connection with any Professional Services rendered under this Agreement. SotalCloud charges effective hourly rates for all travel time in excess of three (3) hours per outgoing and return journey. SotalCloud will bill Licensee for reasonable and necessary incurred expenses through standard invoicing. Travel and expense costs are not included within any time and materials estimates.
e. Non-Payment and Suspension. In the event of non- payment, or late payment, SotalCloud reserves the right to suspend or terminate Licensee’s access to the Hosted Services following written notice that has not been cured within 30 days of the date of such notice. SotalCloud shall not be liable for any damages suffered by Licensee as a result of such suspension or termination. SotalCloud will continue to invoice Licensee for the fees specified in the applicable Order Form during any period of service suspension due to Licensee’s non- payment or late payment.
a. License of Marks. During the term of this Agreement, each Party hereby grants to the other Party subject to the terms and conditions of this Agreement, a limited, royalty-free, non-exclusive, non-transferable, non sublicensable, worldwide right and license to use and display, solely to the extent necessary for the other Party to perform its obligations hereunder, such Party’s trade names, trademarks, service marks and associated logos and other promotional materials (“Marks”). Each Party will attribute the Marks of the other Party used pursuant to this Section with a statement to the effect that such Marks are owned by the other Party. Without limiting the above, Licensee may brand the Hosted Services as agreed upon in the particular Order Form, provided, however, that at all times the labeling shall indicate that the Hosted Services and the SotalCloud Software are developed and owned by SotalCloud, and are “powered by SotalCloud”, and shall display the SotalCloud logo. Each of the SotalCloud Widgets shall also include an invisible HTML tag, link and anchor text linking to a URL provided by SotalCloud, which may be changed by SotalCloud at any time.
b. Reservation of Rights in Marks. Each Party will retain all right, title and interest in and to its Marks, and all goodwill associated with use of such Marks will inure solely to its benefit. All use of a Party’s Marks by the other Party shall conform to good trademark usage practice or any reasonable trademark usage guidelines or instructions that such Party may provide the other Party from time to time.
7. REPRESENTATIONS AND WARRANTIES.
a. Mutual Representations and Warranties. Each Party represents and warrants to the other Party for the duration of the term hereof that:
i. Authority to Conduct Business. It has all powers and authority necessary to own, operate and lease its assets and properties and to carry on its business as now being conducted.
ii. Corporate Authority. It has sufficient powers and authority to enter into this Agreement and to perform its obligations hereunder and grant the rights granted to the other Party hereunder.
iii. No Violation. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby will not violate or result in a breach by such Party of its articles of incorporation or bylaws, any other agreement or understanding to which it is a party, or any lien, resolution, legal or administrative order or statutory provisions to which it is subject.
b. No Warranty to Licensee’s Users and Third Parties.
NOTHING IN THIS AGREEMENT IS INTENDED TO CONSTITUTE OR CREATE ANY
REPRESENTATION OR WARRANTY BY SOTALCLOUD TO LICENSEE’S USERS, OR ANY OTHER THIRD PARTY, DIRECTLY OR AS A THIRD PARTY BENEFICIARY, WITH RESPECT TO THE SOTALCLOUD SOFTWARE, SOTALCLOUDNETWORK, HOSTED SERVICES, PUBLISHER CONTENT, PROFESSIONAL SERVICES OR OTHERWISE.
c. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SOTALCLOUD MAKES NO, AND HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PERSONAL DATA, HOSTED SERVICES, SOTALCLOUD SOFTWARE, SOTALCLOUDNETWORK, PUBLISHER CONTENT, AND OTHER SERVICES CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND SOTALCLOUD SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
8. LIMITATION OF LIABILITY.
a. OTHER THAN IN CONNECTION WITH A BREACH OF LICENSEE’S PAYMENT OBLIGATIONS TO SOTALCLOUD HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT), TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER PARTY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT (OTHER THAN IN CONNECTION WITH A BREACH OF LICENSEE’S PAYMENT OBLIGATIONS TO SOTALCLOUD HEREUNDER) EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO SOTALCLOUD PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
b. Notwithstanding section 8a above, Licensee agrees to indemnify, defend, and hold SotalCloud, its subsidiaries and affiliates, and/or their respective directors, officers, shareholders and employees, harmless to the fullest extent allowed by law regarding all matters related to Publisher Content, including but not limited to any claims regarding inaccurate, offensive, indecent, libelous, defamatory, invasive of another’s privacy or publicity rights, objectionable or infringing content.
9. CONFIDENTIAL INFORMATION.
a. Confidential Information. Each Party acknowledges and agrees that, in the course of this Agreement and the Parties’ relationship, it may be given access to or may otherwise obtain Confidential Information belonging or pertaining to the other Party. For purposes hereof, the term “Confidential Information” shall include non- public information about the disclosing Party’s business or activities that is proprietary and confidential, including, without limitation, all business, financial, technical and other information of a party marked or designated as “confidential” (or some similar designation) or that, by its nature or the circumstances surrounding its disclosure, should reasonably be regarded as confidential. Each Party hereby agrees to (i) use the Confidential Information of the disclosing Party solely for the purpose of performing its obligations under this Agreement; (ii) hold the other Party’s Confidential Information in strict confidence, and; (iii) not disclose such Confidential Information, or any part thereof, to any third party, except those of its officers, employees or professional advisors with a strict “need to know” in order for the receiving Party to perform its obligations hereunder; provided that such officers, employees or professional advisors shall, prior to any disclosure, have agreed by signed writing or otherwise be bound to confidentiality obligations no less strict than those described herein.
b. Exclusions. Confidential Information shall not include (i) any information already rightfully in the public domain at the time of its disclosure, or subsequently released into the public domain by the disclosing Party; (ii) any information already rightfully in the possession of the receiving Party at the time of its disclosure by the disclosing Party without an obligation to maintain its confidentiality; (iii) any information that is independently developed by the receiving Party without use of or reference to any Confidential Information of the disclosing Party, in either case such fact being proven through documentary evidence; (iv) information obtained by the receiving Party from a third party not in breach of any confidentiality obligations to the disclosing Party; or (v) information required to be disclosed by law, a court order or competent government authority, provided that in such case the receiving Party shall promptly inform the disclosing Party of such requirement of disclosure prior to the disclosure such that the disclosing Party has an opportunity to object to the production or disclosure through seeking a protective order.
c. Each Party (as the receiving party) acknowledges that the disclosing Party considers its Confidential Information to contain trade secrets of the disclosing Party and that any unauthorized use or disclosure of such information would cause the disclosing Party irreparable harm for which its remedies at law would be inadequate. Accordingly, each Party (as receiving party) acknowledges and agrees that the disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek the issuance of injunctive relief, without bond, enjoining any breach or threatened breach of the receiving Party’s obligations hereunder with respect to the Confidential Information of the disclosing Party, in addition to such further injunctive relief as any court of competent jurisdiction may deem just and proper.
10. TERM AND TERMINATION.
a. Term of this Agreement. This Agreement shall be effective as of the Effective Date and shall remain in force for as long as there is an executed Order Form in effect, unless terminated as set forth herein (“Master Agreement Term”). Notwithstanding the above it is acknowledged by the Parties that each Order Form may be in effect only for specific period of time (“Order Form Initial Term”) as set out in each respective Order Form. Furthermore, it is acknowledged that the Parties may set out such period of time for which the Hosted Services and/or Professional Services under such Order Form may be extended (“Order Form Renewal Term”) after the expiry of the Initial Term or Renewal Term, as the case may be. Subject to Sections 5e, 10b, and 10c of this Agreement, if Licensee continues to use the SotalCloud Software and/or Hosted Services after the expiration of the term of an Order Form, but declines to renew the Order Form, SotalCloud shall have the option to charge Licensee for its ongoing usage pursuant to the pricing set forth in the Order Form. Usage of the Hosted Services shall include, without limitation, any form of storage, streaming, transcoding, and/or login to Licensee’s Account. Licensee shall be liable for monthly platform fees for any month in which there was any usage.
b. Termination. This Agreement and its applicable Order
Forms may be terminated as follows:
i. By either Party, upon sixty (60) days’ prior notice to the other Party
ii. By either Party, immediately upon written notice to the other Party, if: (i) a receiver is appointed for such other Party or its property, (ii) such other Party makes an assignment for the benefit of its creditors, (iii) any proceedings are commenced by, for, or against such other Party under any bankruptcy, insolvency or debtor’s relief law for the purpose of seeking a reorganization of such other Party’s debts, and such proceeding affects the quality of services such Party provides under this Agreement, or (iv) such other Party is liquidated or dissolved.
c. Effect of Termination. Immediately upon any termination of this Agreement or its applicable Order Forms: (i) Licensee shall pay to SotalCloud any and all amounts then due and outstanding under this Agreement; (ii) all rights and licenses granted hereunder, and all obligations and covenants imposed hereunder, shall immediately cease, except as otherwise expressly provided herein; and (iii) each Party shall: (a) stop using all Confidential Information, Marks and/or any other proprietary materials of the other Party then under its possession or control (including, without limitation, the SotalCloud Software(s) and Licensee System, as applicable); (b) erase or destroy all such Confidential Information, Marks and/or any other proprietary materials residing in any computer memory or data storage apparatus; and (c) at the option of such other Party, either destroy or return to such other Party all such Confidential Information, Marks and/or any other proprietary materials in tangible form and all copies thereof. Any such destruction referenced in (b) or (c) above shall be, upon request, certified in writing to the disclosing Party by an authorized officer of the receiving Party supervising such destruction.
d. Survival. The following provisions shall survive any termination of this Agreement: Sections 5-11 and the Order Form.
11. GENERAL TERMS.
a. Marketing and Press Release. Licensee agrees that SotalCloud may list Licensee as a customer on the SotalCloud website. The Parties shall issue a mutually agreed upon press release following the signing of this Agreement. No news releases or public announcements relating to this Agreement, its existence, its subject matter, or its terms and conditions shall be made by either Party without the prior written consent of the other Party.
b. Relationship of the Parties. Each Party to this Agreement shall be deemed to be an independent contractor of the other Party. Nothing contained herein or in any other writing shall imply any partnership, joint venture, agency or master/servant relationship between the Parties and neither Party shall have the power to obligate or bind the other in any manner whatsoever.
c. Force Majeure. Except as otherwise expressly provided in this Agreement, neither Party shall be liable for any breach of this Agreement, other than any default in payment obligations, for any delay or failure of performance resulting from any cause beyond such Party’s reasonable control.
d. Amendment. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of SotalCloud and Licensee.
e. Assignment. Neither Party may assign, subcontract, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other Party’s prior written approval, whether by contract, operation of law or otherwise. Any attempt to do so without such approval shall be void. Subject to the foregoing sentence, this Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns. Notwithstanding the foregoing, neither Party need obtain the consent of the other Party prior to assigning this Agreement (a) to an affiliate of the assigning Party, or (b) to any third party acquiring all or substantially all of the assets relating to this Agreement or a controlling interest in the voting stock or voting interest of the assigning Party or any controlling affiliate of the assigning Party.
f. Notice. All notice required to be given under this Agreement must be given in writing and delivered either by hand, e-mail, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre- paid) and addressed, if to Licensee, to the contact identified in the Order Form completed by Licensee and, if to SotalCloud, to SotalCloud Inc., 120 Eglinton Avenue East, Suite 800, Toronto, Ontario, Canada M4P 1E2, attn: CEO.
g. Severability. If the application of any provision or provisions of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (ii) such provision or provisions shall be reformed without further action by the Parties hereto to and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
h. Governing Law; Jurisdiction. The validity, interpretation, enforceability, and performance of this Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario. The Parties hereby agree to submit to the exclusive jurisdiction of the courts of Ontario, Canada
i. Third Parties. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any individual or entity other than the Parties hereto and their successors and permitted assigns any rights or remedies under or by reason of this Agreement.
j. Titles and Headings. The titles and headings of the Sections and other subdivisions of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions of this Agreement.
k. Entire Agreement; Amendments. This Agreement (i) constitutes the binding agreement between the Parties, and (ii) represents the entire agreement between the Parties and supersedes all prior agreements, conversations, negotiations, understandings, term sheets, letters of intent, and confidentiality agreements relating to the subject matter contained herein, including any preprinted terms on any ordering documents.
l. Counterparts. This Agreement may be executed in any number of counterparts. All counterparts, taken together, will constitute one agreement.
12. This Agreement shall come into effect between the Parties only upon execution of an Order Form by both Parties.