Avi Networks End User License Agreement (EULA)

AVI NETWORKS, INC.

END USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY:

THIS END USER LICENSE AGREEMENT IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN THE PERSON OR ENTITY ACCESSING THE LICENSED PRODUCTS ("CUSTOMER"), AND AVI NETWORKS, INC. ("AVI NETWORKS") WITH RESPECT TO THE USE OF THE LICENSED PRODUCTS. BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE ACCESSING THE LICENSED PRODUCTS CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DOES NOT AGREE WITH THESE LICENSE TERMS AND CONDITIONS, THE CUSTOMER MAY NOT USE OR COPY THE LICENSED PRODUCTS, AND SHOULD PROMPTLY DESTROY ALL COPIES OF THE LICENSED PRODUCTS AND DOCUMENTATION OR NOTIFY AVI NETWORKS TO OBTAIN INSTRUCTIONS ON RETURN OF THE PRODUCTS IN ACCORDANCE WITH ITS RETURN POLICIES. IN THE EVENT THERE IS A CONFLICT BETWEEN THIS AGREEMENT AND ANY TERMS AND CONDITIONS SET FORTH ON ANY ORDER FORM OR PURCHASE ORDER BETWEEN CUSTOMER AND AVI NETWORKS, THE LICENSE TERMS SHALL PREVAIL.

1.Definitions. As used in this Agreement:

1.1 "Documentation" means the end user manuals made available by Avi Networks for use with the Licensed Products.

1.2 "Effective Date" means the earlier of the date that (a) Avi Networks has made both the Licensed Products and the License Key available to Customer; or (b) Customer uses or downloads the Licensed Products.

1.3 "Noncommercial License" means (a) a license granted to Customer for Customer's internal evaluation purposes for thirty (30) days, or (b) a license granted to Customer for Customer's development purposes for one hundred eighty (180) days, in either case unless otherwise extended or terminated by Avi Networks in its sole discretion).

1.4 "Intellectual Property Rights" means all copyrights, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights, but specifically excluding any trademarks or service marks.

1.5"License Key" means a data token provided by Avi Networks, to be associated with an instance of the Licensed Products, which enables the use of the License Products during the License Term and within the scope of use specified in the Order Form.

1.6 "License Term" means the period of time for which Customer is licensed to use the Licensed Products, for commercial licenses as set forth in an Order Form, and for Noncommercial Licenses, as set forth in Section 1.3.

1.7 "Licensed Products" means the software program or programs described in the Order Form, in machine-readable executable form only, together with the associated Documentation, and any modified, updated, or enhanced versions of each of the foregoing that Avi Networks may provide to Customer pursuant to this Agreement.

1.8 "Order Form" means each written ordering document between the parties, which has been accepted in writing by Avi Networks and sets forth the Licensed Products being licensed, the permitted scope of use of the Licensed Products, the License Term, and the Subscription Fees payable by Customer for the use of the Licensed Products during the License Term, all subject to the terms and conditions of this Agreement.

1.9 "Subscription Fees" means the applicable fees paid by Customer for the right to use the Licensed Products and receive technical support during the applicable License Term, subject to all of the terms and conditions of this Agreement.

2. License Grant.

2.1 General. Subject to the terms and conditions of this Agreement (including Customer's obligation to pay the Subscription Fees), Avi Networks grants to Customer a non-exclusive, non-transferable (except as set forth in Section 11.4 below) subscription license, without the right to sublicense, to use the Licensed Products solely for Customer's internal business purposes during the License Term, in accordance with the Documentation and the limitations in the Order Form. Customer may make active copies of the Licensed Products as permitted in the Order Form, may make inactive copies of the Licensed Products for backup, testing, disaster recovery or archival purposes and may make a reasonable number of copies of the Documentation for internal use, provided Customer also reproduces on such copies any copyright, trademark or other proprietary markings and notices contained in the Licensed Products and does not remove any such marks from the original.

2.2 Noncommercial Licenses. The following additional terms apply to Noncommercial Licenses: (a) Avi Networks is not obligated to provide any maintenance, updates or technical support for the Licensed Products; (b) THE LICENSED PRODUCTS AND DOCUMENTATION ARE PROVIDED "AS IS" BY AVI NETWORKS AND ITS SUPPLIERS WITHOUT WARRANTY OF ANY KIND AND USE OF THE LICENSED PRODUCTS IS AT CUSTOMER'S SOLE RISK; (c) AVI NETWORKS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS AND DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE ARISING; (d) in no event will Avi Networks' liability to Customer, whether in contract, tort, or otherwise, exceed One Hundred U.S. Dollars ($100); and (e) Customer's right to use the Licensed Products under the Noncommercial License shall terminate automatically at the end of the License Term, whereupon, Customer must either immediately cease all use of the Licensed Products, or purchase a commercial license, which shall be subject to the payment of Avi Networks' then-current fees and Customer's compliance with the remaining terms and conditions of this Agreement.

2.3 Limitations. The Licensed Products and all worldwide Intellectual Property Rights therein are the exclusive property of Avi Networks and its suppliers. All rights in and to the Licensed Products not expressly granted to Customer in this Agreement are reserved by Avi Networks and its suppliers. Customer will not remove, alter, or obscure any proprietary notices (including copyright notices) of Avi Networks or its suppliers on the Licensed Products or the Documentation.Customer acknowledges that the Licensed Products constitute valuable trade secrets of Avi Networks and its suppliers. Accordingly, Customer agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Licensed Products; (b) merge the Licensed Products with other software; (c) sublicense, lease, rent, loan, or otherwise transfer the Licensed Products to any third party, (d) use the Licensed Products in any service bureau or time-sharing arrangement, (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Products; or (f) otherwise use or copy the Licensed Products except as expressly allowed under Section 2.1 and Section 2.2, as applicable. Customer acknowledges that the permitted use of the Licensed Products is limited by the License Key, and Customer will not attempt to circumvent such limitation, nor to generate or alter any License Key.

3. Delivery, Installation, Acceptance, and Support.

3.1 Delivery, Installation and Acceptance. The license granted hereunder is subject to Avi Networks' acceptance of the applicable Order Form. Any additional or different terms in Customer's documents (including any preprinted terms contained on Customer's purchase orders) are deemed to be material alterations, and Avi Networks hereby delivers notice of objection to, and rejection of, such terms. Avi Networks will deliver the ordered Licensed Products and the associated License Key to Customer upon Avi's acceptance of the applicable Order Form(s). The Licensed Products and License Key will be delivered electronically. Customer will be responsible for installing the Licensed Products as permitted under this Agreement. The Licensed Products will be deemed irrevocably accepted upon delivery of the License Key.

3.2 Maintenance and Support. Subject to and conditioned upon Customer's payment of the Subscription Fees described in the Order Form, Avi Networks or a qualified reseller will provide the maintenance and support services for the Licensed Products at the level for which Customer has contracted with Avi Networks, pursuant to Avi Networks' then-current support terms and conditions, as further described at /support-terms-and-conditions/ ("Technical Support Terms"). Avi Networks may add to, change or remove any part, term or condition of the Technical Support Terms at any time without prior notice to Customer, provided that any such changes will not materially degrade the level of technical support services for which Customer has contracted. As part of the technical support, Customer may be required to enable a feature in the Licensed Products that will allow the Licensed Products to transmit data and information to Avi Networks regarding Licensed Products bugs, errors, and other similar technical support issues. Avi Networks will only use such data and information for the purposes of providing the technical support services and, in a form not identifiable to Customer, for the purposes of improving the Licensed Products. If Customer elects to disable the Licensed Products' ability to transmit information to Avi Networks, Avi Networks will not be responsible for any related delays in providing the technical support services.

4. Subscription Fees and Payment.

4.1 Payment. Customer will pay the Subscription Fees in accordance with the payment schedule set forth in the Order Form. Unless otherwise stated in the Order Form, Avi Networks reserves the right to increase Subscription Fees for any renewal term upon not fewer than thirty (30) days' prior written notice. All payments must be made in U.S. dollars. Any portion of the Subscription Fees that is not paid when due will accrue interest from the due date until paid, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer or Reseller agrees to pay any attorney or collection agency fees in the event an attorney or collection agency is retained to collect monies past due hereunder (whether or not litigation is instituted) as well as any and all court costs.

4.2 Taxes. The Subscription Fees exclude all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for payment of all such taxes (other than taxes based on Avi Networks' income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Subscription Fees or the delivery or license of the Licensed Products to Customer. Customer will make all payments of the Subscription Fees to Avi Networks free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of the Subscription Fees to Avi Networks will be Customer's sole responsibility, and Customer will provide Avi Networks with official receipts issued by the appropriate taxing authority, or such other evidence as the Avi Networks may reasonably request, to establish that such taxes have been paid.

4.3 Audit. Customer shall maintain records regarding the use of the Licensed Products and shall make such information available to Avi Networks upon request. Upon reasonable request, Avi Networks shall have the right to audit Customer's use of the Licensed Products to verify compliance with the terms of this Agreement, and Customer will promptly pay over any underpayment discovered in the course of such audit, based on Avi Networks' then-current price list, plus interest calculated as set forth above.

5.Warranties.

5.1 Performance. For a period of thirty (30) days after the initial delivery of the Licensed Products to Customer (the "Software Warranty Period"), Avi Networks warrants that the Licensed Products, when used as permitted under this Agreement and in accordance with the instructions in the Documentation (including use on a computer hardware and operating system platform supported by Avi Networks), will operate substantially as described in the Documentation. Avi Networks does not warrant that the Customer's use of the Licensed Products will be error-free or uninterrupted. Avi Networks will, at its own expense and as its sole obligation and Customer's exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible failure of the Licensed Products to operate substantially as described in the Documentation (an "Error"), as reported to Avi Networks by Customer in writing during the Software Warranty Period or, if Avi Networks determines that it is unable to correct the Error, Avi Networks will refund to Customer the initial Subscription Fees actually paid, in which case this Agreement and Customer's right to use the Licensed Products will be terminated. Any such Error correction provided to Customer will not extend the original Software Warranty Period. The foregoing provisions do not apply to Noncommercial Licenses, for which no warranty shall be provided.

5.2 Disclaimers. The express warranties in this Section 5 are in lieu of all other warranties, whether express, implied, or statutory, regarding the Licensed Products, Services or deliverables, including any warranties of merchantability, fitness for a particular purpose, title, interference with Customer's quiet enjoyment, and non-infringement of third-party rights. Except for the express warranties stated in this Section 5, the Licensed Products ARE provided "As Is" with all faults, and CUSTOMER ASSUMES the entire risk OF USE OF THE PRODUCTS. Customer acknowledges and agrees that it has not relied on any oral or written information or advice, whether given by Avi Networks, its suppliers, dealers, distributors, agents or employees.

6. Confidentiality.

6.1 "Confidential Information" means, with respect to Avi Networks information, the Licensed Products, any results of any testing or analysis of the Licensed Products by any party, and with respect to either party's information, all information that: (a) is marked as confidential or proprietary; (b) is disclosed verbally and identified as confidential or proprietary at the time of disclosure; or (c) by its nature is normally and reasonably considered confidential.

6.2 Confidentiality. As a result of the relationship entered into by the parties under this Agreement, each party acknowledges that it may from time to time require or gain access to Confidential Information of the other party. The receiving party: (a) shall hold all Confidential Information in confidence; (b) shall use the Confidential Information only for the purposes expressly permitted herein; (c) shall reproduce the Confidential Information only to the extent necessary for such purpose; (d) shall restrict disclosure of the Confidential Information to its employees, consultants, agents and representatives with a valid need to know in connection with this Agreement and who are bound to protect the confidentiality of such Confidential Information (and shall advise such employees, agents and representatives of the obligations assumed herein); and (e) shall not otherwise disclose or cause to be disclosed the Confidential Information to any third party without prior written approval of the disclosing party.

6.3 Exceptions. The foregoing confidentiality restrictions shall not apply to Confidential Information that: (a) is or becomes a part of the public domain through no wrongful act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party without reference to or reliance on the Confidential Information; or (e) that the disclosing party agrees in writing is free of such restrictions. It shall not be a breach of this Section 6 for a party to disclose Confidential Information of the other party (x) in response to a valid order by a court or other governmental body or (y) as otherwise required by law, provided, that the party making such a disclosure shall (if permitted) provide prompt prior written notice of the relevant requirement to the party to which the Confidential Information belongs in order to enable such party to seek a protective order or otherwise prevent such disclosure.

7. Infringement Claims. Avi Networks will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Licensed Products directly infringe such third party's copyrights or U.S. patents or misappropriate such third party's trade secrets, and Avi Networks will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer notifying Avi Networks promptly in writing of such action, Customer giving Avi Networks sole control of the defense thereof and any related settlement negotiations, and Customer cooperating with Avi Networks and, at Avi Networks' request and expense, assisting in such defense. If the any element of the Licensed Products becomes, or in Avi Networks' opinion is likely to become, the subject of an infringement claim, Avi Networks may, at its option and expense, either (a) procure for Customer the right to continue using the Licensed Products, (b) replace or modify the affected element of the Licensed Products so that it becomes non-infringing, or (c) accept return of the Licensed Products and give Customer a pro-rated refund of the Subscription Fees paid by Customer, based on the remainder of the then-current term. Notwithstanding the foregoing, Avi Networks will have no obligation under this Section 7 or otherwise with respect to any infringement claim to the extent based upon (i) any use (including any distribution or export) of the Licensed Products not in accordance with this Agreement or for purposes not intended by Avi Networks, (ii) any use of the Licensed Products in combination with other products, equipment, software, or data not supplied by Avi Networks, (iii) any use of any release of the Licensed Products other than the most current release made available to Customer, or (iv) any modification of the Licensed Products by any person other than Avi Networks or its authorized agents or subcontractors. This Section 7 does not apply to Noncommercial Licenses, for which no indemnification shall be provided by Avi Networks. THIS SECTION 7 STATES AVI NETWORKS' ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

8. Indemnification by Customer.Customer agrees to defend, indemnify and hold Avi Networks and its affiliates and licensors harmless from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) brought by a third party against Avi Networks arising out of or relating to: (a) any cause excluded from Avi Networks' indemnification obligations under Section 7 above, or (b) other than claims subject to indemnification by Avi Networks under Section 7 above, an allegation that such third party has suffered injury, damage or loss resulting from any failure of or defect in the Licensed Products.

9. Limitation of Liability. IN NO EVENT WILL AVI NETWORKS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT EVEN IF AVI NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVI NETWORKS' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED PRODUCTS, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID TO AVI NETWORKS HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. CUSTOMER ACKNOWLEDGES THAT THE SUBSCRIPTION FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT AVI NETWORKS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN ADDITION, AVI NETWORKS DISCLAIMS ALL LIABILITY OF ANY KIND OF AVI NETWORKS' SUPPLIERS.

10. Term and Termination.

10.1 Term. The initial term of this Agreement will begin on the Effective Date and continue for a period of one (1) year or such other License Term as is set forth in the Order Form (or for Noncommercial Licenses, as set forth in Section 1.3). Thereafter, and subject to applicable Subscription Fees, this Agreement will automatically renew for subsequent one (1) year terms (each a "renewal term") unless either party gives the other at least thirty (30) days' notice in advance of the next renewal term of its intent not to renew the Agreement; provided that Noncommercial Licenses shall not automatically renew.

10.2 Termination. Avi Networks may terminate this Agreement, effective immediately upon written notice to Customer, if (a) Customer breaches any provision in Section 2, or (b) Customer fails to pay any portion of the Subscription Fees within ten (10) days after receiving written notice from Avi Networks that payment is due and unpaid. Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof from the other party. Avi Networks may terminate this Agreement as applicable to any Noncommercial License for any reason or no reason immediately upon written notice to Customer.

10.3 Effects of Termination. Upon termination or expiration of this Agreement for any reason, any amounts owed to Avi Networks under this Agreement before such termination or expiration will be immediately due and payable, all license rights granted by Avi Networks in this Agreement will immediately terminate, and Customer must promptly discontinue all use of the Licensed Products, erase all copies of the Licensed Products from Customer's computers, and return to Avi Networks or destroy all copies of the Licensed Products and Documentation on tangible media in Customer's possession or control and certify in writing to Avi Networks that it has fully complied with these requirements.

10.4 Survival. Sections 1 ("Definitions"), 2.2 ("Limitations"), 6 ("Confidentiality"), 7 ("Infringement Claims"), 8 ("Indemnification by Customer"), 9 ("Limitation of Liability"), 10.3 ("Effects of Termination"), 10.4 ("Survival"), and 11 ("General") will survive expiration or termination of this Agreement for any reason.

11. General.

11.1 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to". The original version of this Agreement is written in American English, and the American English version of this Agreement will govern in the event that there is any conflict or ambiguity between the terms of this Agreement as originally written and the terms as stated in any language into which it has been translated. The parties have required that this Agreement and all documents or notices resulting therefrom or ancillary thereto be drawn up in the English language. For the purposes of Canadian law: Les parties aux presentes ont demande que ce contrat et tous les documents ou avis en resultant ou y etant assujettis soient redige en langue anglaise.

11.2 Third Party Software. The Licensed Products may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are contained in the electronic documentation for the Licensed Products, and Customer's use of such materials is governed by their respective terms. The Licensed Products contain or are distributed with certain open source software components, each of which has its own copyright notice requirements and own applicable license conditions. These components are subject to the terms of third party open source licenses, not the terms of this Agreement. A list of these components and the licenses that cover them can be found in the current release notes for the Licensed Products on Avi Networks' website, at kb.avinetworks.com. If any such license requires Avi Networks to deliver the source code for such component to Licensee, Avi Networks shall do so upon request, and may charge a nominal processing fee.

11.3 Compliance with Laws. Customer acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Licensed Products. Customer agrees that it will not export or re-export the Licensed Products in any form in violation of the export or import laws of the United States or any foreign jurisdiction.

11.4 Assignment. Neither party may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Licensed Products) to any third party without the other party's prior written consent, except pursuant to a transfer of all or substantially all of such party's business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void.

11.5 Party Status. The parties are independent contractors. No agency or similar relationship shall be created by this Agreement. Neither party will have any authority to make or alter any obligation on behalf of the other. There are no third party beneficiaries to this Agreement. Each party will be responsible for the acts and omissions of its employees, independent contractors, agents and subcontractors.

11.6 Publicity. Customer hereby agrees that Avi Networks shall have the right during the Term to include Customer's name and logo as a customer who uses the Licensed Products on Avi Networks' website and in other marketing materials promoting the Licensed Products.

11.7 U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies: The Licensed Products and Documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 2.101 and 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7201 through 227.7202-4.

11.8 Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by email, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth beneath such party's signature, and will be effective upon receipt (evidenced in the case of email or fax by a non-automated response from a natural person) or refusal of delivery, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.

11.9 Governing Law and Venue. This Agreement will be governed by the laws of the State of California without regard to its conflicts of law principles. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in Santa Clara County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

11.10 Remedies. Customer acknowledges that the Licensed Products contain valuable trade secrets and proprietary information of Avi Networks, that any actual or threatened breach of Section 2 will constitute immediate, irreparable harm to Avi Networks for which monetary damages would be an inadequate remedy, and that, without limiting any other remedies hereunder, in such a case Avi Networks will be entitled to equitable and injunctive relief in addition to all other remedies provided by this Agreement or available at law. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

11.11 Severability; Waivers. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.12 Force Majeure. Except for the obligation to pay any amounts hereunder when due, any delay in or failure of performance by either party under this Agreement will be excused to the extent caused by any occurrence beyond the reasonable control of such party.

11.13 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.
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