End User License Agreement

END USER LICENSE AGREEMENT

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This End User License Agreement (“Agreement”) is entered into by and

between Indigo Geeks, Inc. (“Indigo Geeks”), and the Licensee executing the

Indigo Geeks Order Form (defined below). The parties agree as follows:

 

1. LICENSE

 

1.1. Subject to Licensee’s payment of the applicable fees and to

Licensee’s compliance with other terms and conditions of this Agreement,

Indigo Geeks grants Licensee a non-transferable, non-assignable,

non-sublicensable, worldwide license to copy the Software for the

purpose of installing and using it on a computer and solely for internal

purposes, in accordance with the Software’s technical documentation and

solely during the periods and on the maximum number of Designated

URLs specified in one or more applicable Indigo Geeks or

Indigo Geeks-authorized reseller ordering schedules (the “Indigo Geeks Order

Form”) executed with Licensee.

 

1.2. In the event that Licensee’s actual number of URLs of a

particular Software license exceeds the licensed number of Designated

URLs on such license, Licensee shall promptly provide Indigo Geeks with

written notice and pay Indigo Geeks the fees required to license such

additional URL(s) in accordance with the commercial terms set out in

the Indigo Geeks Order Form.

 

1.3. Licensee shall implement reasonable controls to ensure that it does

not exceed the maximum number of licensed URLs of the Software.

Indigo Geeks reserves the right to audit Licensee’s use of the Software

during normal business hours and with reasonable notice and to include

means within the Software to limit Licensee’s use of the Software to the

licensed number of URLs.

 

1.4. Indigo Geeks shall provide to Licensee an initial copy of the Software,

including the associated technical documentation, for use by Licensee in

accordance with this Agreement. Subject to Sections 1.1-1.3 above,

Licensee is authorized to make a reasonable number of non-URL copies

of the Software, e.g., onto a local pc, as it requires for purpose of

exercising its rights under this Agreement.

 

1.5. Licensee is authorized to use the Software on a single substitute

or backup URL on a temporary basis without charge any time a

Designated URL is inoperative due to a malfunction beyond the control

of Licensee. Licensee may transfer the Software on a permanent basis to

a single replacement URL without charge. Licensee agrees to provide

Indigo Geeks with written notice, including the URL type and operating

system, of any such transfer to a backup or replacement URL within

five (5) days thereafter.

 

1.6. Licensee acknowledges that portions of the Software are also freely

available to the public under Indigo Geeks’s open source version of the

Software, known as Indigo Geeks Community Edition, subject to certain

conditions, with limited warranties and other limited assurances, and

without service or support. As an express condition for the license

granted hereunder, Licensee agrees that any use during the term of this

Agreement of such open source versions of the Software, whether in a

Production URL Instance or a Non-Production URL Instance, shall be

deemed use of the Software for purposes of the calculation of fees

payable under the Agreement.

 

1.7. Indigo Geeks also grants Licensee the right to modify and create

derivative works of the Software. Licensee may contribute the rights in

any of those derivative works back to Indigo Geeks. Licensee may contact

Indigo Geeks for more information regarding contributions of derivative works

rights to Indigo Geeks. Regardless of whether Licensee contributes such

derivative works rights to Indigo Geeks, Licensee hereby grants Indigo Geeks a

perpetual and irrevocable (irrespective of the expiration or termination

of this Agreement), non-exclusive, transferable, worldwide, and

royalty-free license to reproduce, create derivative works of,

distribute, perform, and display any derivative works of the Software

developed by or for Licensee, and to use, make, have made, sell, offer

to sell, import, export, and otherwise exploit any product based on any

such derivative works.

 

2. LICENSE EXCLUSIONS

 

2.1 Except as expressly authorized herein, Licensee shall not:

 

1. use or deploy the Software on any URL in excess of the number of

Designated URLs specified in the applicable Indigo Geeks Order Form;

 

1. distribute, sublicense, disclose, market, rent, lease, or offer

remote computing services, networking, batch processing or transfer of,

the Software to any third party, or permit any person or entity to have

access to the Software by means of a time sharing, remote computing

services, networking, batch processing, service bureau or time sharing

arrangement;

 

1. export the Software in violation of U.S. Department of Commerce

export administration regulations.

 

2.2. No license, right or interest in any Indigo Geeks trademark, trade name

or service mark is granted hereunder.

 

3. FEES AND PAYMENT TERMS

 

Licensee agrees to the fees and payment terms that are described in each

Indigo Geeks Order Form executed by Licensee.

 

4. TITLE AND PROTECTION

 

4.1. Indigo Geeks (or its third party providers) retains title to all

portions of the Software and other Proprietary Materials and any copies

thereof. The Proprietary Materials contain valuable proprietary

information, and Licensee shall not disclose them to anyone other than

those of its employees or consultants under written nondisclosure

obligations at least as restrictive as those contained in this

Agreement, having a need to know for purposes consistent with this

Agreement. Licensee shall be responsible for the compliance of such

employees or consultants. Licensee shall affix, to each full or partial

copy of the Software made by Licensee, all copyright and proprietary

information notices as were affixed to the original. The obligations set

forth in this Section shall survive termination of this Agreement.

 

4.2. Licensee acknowledges that the Software includes certain open

source software which is governed by the applicable license terms

thereof. A list of such open source software, as amended from time to

time, including the links applicable to such open source software is

specified in the product software bundled within the Software, and the

Software is subject to the provisions of such license agreements, and in

the event of any contradiction between the provisions of this Agreement

and the provisions of such applicable license agreement, the provisions

of the applicable open source license agreement shall prevail solely

with respect to such open source software products.

 

4.3. If the Software is acquired by or on behalf of a unit or agency of

the U.S. Government (the “Government”), the Government agrees that such

Product is “commercial computer software” or “commercial computer

software documentation” and that, absent a written agreement to the

contrary, the Government’s rights with respect thereto are limited by

the terms of this Agreement, pursuant to applicable FAR and/or DFARS and

successor regulations.

 

5. PATENT AND COPYRIGHT INDEMNITY

 

Subject to the limitations in Section 8, for such time as Licensee is

entitled to receive Support Services (as defined below), Indigo Geeks shall

indemnify and defend Licensee against any claims made by a third party

that Licensee’s reproduction of the Software (which, for the purposes of

this Section 5, means the Software as delivered by Indigo Geeks, excluding

the open source software programs described in Section 4.2) as permitted

in this Agreement directly infringes such third party’s United States

patent or copyright, provided that Licensee complies with the

requirements of this Section. Licensee will (a) provide Indigo Geeks prompt

written notice of any claim that the Software infringes any intellectual

property rights, (b) provide Indigo Geeks with all information and assistance

requested of it with respect to any such claim, and (c) offer Indigo Geeks

sole and complete authority to defend and/or settle any and all such

claims.

 

In the event that a court holds that the Software, or if Indigo Geeks

believes a court may hold that the Software, infringes the intellectual

property rights of any third party, Indigo Geeks may (but is not obligated

to), in its sole discretion, do any of the following: obtain for

Licensee the right to continue using the Software, replace or modify the

Software so that it becomes non-infringing while providing substantially

equivalent performance or, accept return of the Software, terminate this

Agreement, and refund Licensee an amount equal to the license fees paid

to Indigo Geeks multiplied by the percentage of the term of the license for

the Software that Licensee did not enjoy due to the early termination by

Indigo Geeks.

 

Indigo Geeks shall have no liability or obligation under this Agreement to

the extent the alleged infringement is based on (i) a modification or

derivative work of the Software developed by anyone other than Indigo Geeks;

(ii), a combination of the Software with any product or service not

provided by Indigo Geeks; (iii) use of the Software with one or more URLs

not listed in a Indigo Geeks Order Form; (iv) use of the Software other than

in accordance with this Agreement or the documentation; (v) indirect or

willful infringement; or (vi) any open source code, as described in

Section 4.2.

 

This Section 5 states Indigo Geeks’s entire liability and Licensee’s

exclusive remedy for any infringement related to the Software.

 

6. DEFAULT AND TERMINATION

 

6.1. An event of default shall be deemed to occur if: (i) Licensee fails

to perform any of its obligations under the Sections entitled “License

Exclusions” or “Title and Protection”; (ii) Licensee fails to pay

amounts due pursuant to its agreement to the fees and payment terms in

Section 3 of this Agreement within seven (7) days of the relevant due

date; or (iii) either party fails to perform any other material

obligation under this Agreement and such failure remains uncured for

more than thirty (30) days after receipt of written notice thereof.

 

6.2. If an event of default occurs, the non-defaulting party, in

addition to any other rights available to it under the law, may

terminate this Agreement and all licenses granted hereunder by written

notice to the defaulting party.

 

6.3. Within thirty (30) days after termination of the Software license

or this Agreement or expiration of the license term as specified in the

Indigo Geeks Order Form, Licensee shall certify in writing to Indigo Geeks that

Licensee has ceased use of any and all Proprietary Materials and that

all copies or embodiments thereof in any form, including partial copies

within modified versions, have been destroyed.

 

7. WARRANTY

 

7.1. Warranty for Software Indigo Geeks warrants for a single period of

ninety (90) days commencing upon Indigo Geeks’s electronic delivery of the

Software to Licensee that the Software, as delivered, will in all

material respects perform the functions described in the specifications

contained in the documentation provided with the Software. In the event

that the Software does not, in all material respects, perform the

functions therein described, Indigo Geeks or its authorized reseller will

undertake to correct any reported error in accordance with the Support

Services Terms and Conditions set forth below in Section 9, which shall

be Indigo Geeks’s entire liability and Licensee’s exclusive remedy for breach

of this warranty. Indigo Geeks does not warrant that the Software will meet

Licensee’s requirements, that the Software will operate in the

combinations which Licensee may select for use, that the operation of

the Software will be uninterrupted or error-free, or that all error

conditions will be

corrected. EXCEPT AS PROVIDED IN THIS SECTION ALL SOFTWARE PROVIDED

HEREUNDER IS PROVIDED “AS IS”.

 

7.2. Disclaimer THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 ARE

THE ONLY WARRANTIES MADE BY Indigo Geeks WITH RESPECT TO THE SOFTWARE

PROVIDED BY Indigo Geeks. Indigo Geeks MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED

OR ARISING BY CUSTOM OR TRADE USAGE, AND, SPECIFICALLY, MAKES NO

WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT,

MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. INDIGO GEEK’’S EXPRESS

WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO

OBLIGATION OR LIABILITY SHALL ARISE OUT OF, Indigo Geeks RENDERING TECHNICAL

OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE.

 

8. LIMITATION OF LIABILITY

 

8.1. Liability Exclusions UNDER NO CIRCUMSTANCES WILL INDIGO GEEKS BE LIABLE

FOR: LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF

CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS

OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION;

LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR CONSEQUENTIAL OR INDIRECT

LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE

AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF

LOSS OR DAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR UNFORESEEABLE,

BASED ON CLAIMS OF LICENSEE, Indigo Geeks OR ANY THIRD PARTY ARISING OUT OF

ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER

TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY

IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR

OTHERWISE.

 

8.2. Liability Cap NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR

OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO

EVENT (INCLUDING WITH RESPECT TO OBLIGATIONS ARISING UNDER SECTION 5)

WILL Indigo Geeks OR ITS SUPPLIERS BE LIABLE FOR DAMAGES, EXPENSES, COSTS,

LIABILITIES, SUITS, CLAIMS, RESTITUTION OR LOSSES, THAT EXCEED, IN THE

AGGREGATE, THE AMOUNT OF FEES PAID BY LICENSEE FOR THE SOFTWARE LICENSE

IN THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE.

 

9. SUPPORT SERVICES TERMS AND CONDITIONS

 

For the periods specified in the Indigo Geeks Order Form, Indigo Geeks or its

authorized reseller will provide support services and Updates for the

Software as described in Indigo Geeks’s standard Support Services Terms and

Conditions, which follow. Indigo Geeks will have no obligation to provide

support for any modifications or derivative works of the Software

developed by anyone other than Indigo Geeks.

 

10. CUSTOMER REFERENCES

 

Licensee hereby grants Indigo Geeks the right to display Licensee’s logos as

part of Indigo Geeks’s customer lists and other related marketing materials.

The parties shall cooperate to undertake mutually-agreed joint marketing

activities.

 

11. NOTICES

 

All notices shall be in writing and sent by first class mail or

overnight mail (or courier), transmitted by facsimile (if confirmed by

such mailing), or email, to the addresses indicated on the Indigo Geeks Order

Form, or such other address as either party may indicate by at least ten

(10) days’ prior written notice to the other party. Notices to Indigo Geeks

shall be sent to the Contracts Administration Department.

 

12. ASSIGNMENT

 

Licensee may not assign this Agreement without the prior written consent

of Indigo Geeks; provided that such consent shall not be required for

assignment to a purchaser of all or substantially all of the assets or

equity securities of Licensee who undertakes in writing to be bound by

all the terms and conditions of this Agreement. Any prohibited

assignment shall be null and void.

 

13. ENTIRE AGREEMENT

 

Along with Indigo Geeks’s standard Support Services Terms and Conditions,

which follow, and the Indigo Geeks Order Form, this Agreement is the complete

and exclusive agreement between the parties, which supersedes all

proposals or prior agreements, oral or written, including any online

(click-through) agreement, which Licensee may have accepted in

conjunction with the downloading of the Software, and all other

communications between the parties relating to the subject matter

hereof. No purchase order, other ordering document or any hand written

or typewritten text, which purports to modify or supplement the printed

text hereof or Indigo Geeks Order Form shall add to or vary the terms thereof

and Indigo Geeks hereby rejects same. Except as contained in a writing signed

by both parties, all such proposed variations or additions are objected

to and shall have no force or effect.

 

14. GENERAL

 

This Agreement is made in and shall be governed by the laws of the State

of California, without giving effect to any principles that provide for

the application of the law of another jurisdiction. All proceedings

shall be conducted in English. Venue for all proceedings shall be Santa

Clara County, California, provided that Indigo Geeks may seek injunctive

relief in any court of competent jurisdiction. The United Nations

Convention for the International Sale of Goods shall not apply. The

section headings herein are provided for convenience only and have no

substantive effect on the construction of this Agreement. Except for

Licensee’s obligation to pay Indigo Geeks, neither party shall be liable for

any failure to perform due to causes beyond its reasonable control. If

any provision of this Agreement is held to be unenforceable, this

Agreement shall be construed without such provision. The failure by a

party to exercise any right hereunder shall not operate as a waiver of

such party’s

right to exercise such right or any other right in the future. This

Agreement may be amended only by a written document executed by a duly

authorized representative of each of the parties. The parties agree to

receive electronic documents and accept electronic signatures

(information attached or logically associated with such document and

clicked or otherwise adopted with an intent to sign) including in

counterparts, which shall be valid substitutes for paper-based documents

and signatures, and the legal validity of a transaction will not be

denied on the ground that it is not in writing.

 

15. DEFINITIONS

 

“Designated URL” shall mean the URL specified in a Indigo Geeks Order

Form with respect to a particular Software license. Such URL may be

that of a third-party under nondisclosure obligations that will host the

Software for the benefit of Licensee.

 

“Modifications” means any code developed by Licensee or any third party,

including without limitation, configuration, integrations,

implementations, or localizations to the external layer of the core,

baseline Software product. The term “Modifications” excludes Updates.

 

“Proprietary Material” means the Software, related documentation, and

all parts, copies and modifications thereof, and any other information,

in whatever form, received by Licensee hereunder, provided, however,

such information shall not be deemed Proprietary Material if it (a) is

or becomes a part of the public domain through no act or omission of

Licensee; or (b) was in Licensee’s lawful possession prior to the

disclosure and had not been obtained by Licensee from Indigo Geeks; or (c) is

lawfully disclosed to Licensee by a third party without restriction on

disclosure; or (d) is independently developed by Licensee without

reference to or use of Indigo Geeks’s Proprietary Material.

 

“URL” means each physical or virtual server from which a single

instance of the Software is accessed and used either for production

purposes (“Production URL Instance”) or for non-production purposes,

such as development, testing, training and other non-operational

business transactions (“Non-Production URL Instance”). For example,

if one server contains two (2) instances of the Software, i.e., one

Production URL Instance and one Non-Production URL Instance, then

a URL license is required for each of such instances; development

in-house and by third-party consultants requires licenses for two

Non-Production URL Instances.

 

“Software” means Indigo Geeks’s proprietary e-commerce software solution

known as the The Custom Product Builder By Buildateam™ Magento Edition, provided solely in source

code, including associated technical documentation, and all Updates

thereof furnished to Licensee as part of Support Services. Except as

otherwise specified herein, the term Software includes certain open

source software programs described in Section 4.2. “Software” does not

include any Modifications.

 

“Updates” means all published revisions and corrections to the printed

documentation and corrections and new releases of the Software, which

are generally made available to Indigo Geeks’s supported customers at no

additional cost or for media and handling charges only. Updates shall

not include any options or future products which Indigo Geeks sells

separately.

 

SUPPORT SERVICES TERMS AND CONDITIONS

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Unless otherwise defined herein, all capitalized terms will have the

meanings set forth in the Agreement.

 

1. “SUPPORT SERVICES” CONSISTS OF:

 

1. Advice regarding the downloading, installation and configuration of

the Software (including Updates provided by Indigo Geeks, but excluding for

the avoidance of doubt any Modifications to the Software), when used by

Licensee on systems that meet the Software’s “System Requirements”

specified on Indigo Geeks’s website currently located at thecustomproductbuilder.com and its

related sites as may be updated by Indigo Geeks from time to time

(collectively, the “Site”).

 

1. Facilities for bug tracking, escalation of problems for priority

attention, and access to community-supported FAQs and Forums relating to

the Software.

 

1. Assistance with troubleshooting to diagnose and fix errors in the

Software.

 

1. Access to Indigo Geeks documentation relating to the Software, including

authorization to make copies of that documentation for internal use as

specified in the Agreement.

 

2. EXCLUSIONS FROM SUPPORT SERVICES Indigo Geeks shall have no obligation to

support (i) versions of the Software other than the then-current and

immediately previous releases, which are operated on a supported

hardware/operating system platform specified in the release notes for

the Software; (ii) altered or modified Software; (iii) Software accessed

on unlicensed URLs; (iv) problems caused by Licensee’s negligence,

misuse, or hardware malfunction; or (v) use of the Software inconsistent

with Indigo Geeks’s instructions. Indigo Geeks is not responsible for hardware

changes necessitated by changes to the Software. Support Services does

not include:

 

1. Assistance in the development or debugging of Licensee’s system,

including the operating system and support tools.

 

1. Information and assistance on technical issues related to the

installation, administration, and use of enabling technologies such as

databases, computer networks, and communications.

 

1. Assistance with the installation and configuration of hardware

including, but not limited to computers, hard disks, networks, and

printers.

 

3. SUBCONTRACTORS Indigo Geeks or its authorized resellers reserve the right

to subcontract any or all of the work to be performed under these

Support Terms, and Indigo Geeks retains responsibility for any work so

subcontracted.

 

4. LICENSEE RESPONSIBILITIES Licensee shall provide commercially

reasonable cooperation and full information to Indigo Geeks or its authorized

resellers with respect to the furnishing of Support Services under this

Agreement.

 

5. SUPPORT CONTACTS Licensee shall designate one or more support

contacts that are authorized to submit Software problems. If Licensee

has purchased the license from a Indigo Geeks-authorized reseller, Licensee

shall contact that party for assistance. If Licensee has purchased the

license directly from Indigo Geeks, Licensee may contact Indigo Geeks on the Site

or at its toll-free Support telephone number.

 

6. PROBLEM PRIORITY Upon receipt of a properly submitted Software

problem, as specified on the Site or its authorized reseller shall

prioritize it in accordance with the guidelines below:

 

1. Priority 1 (P1) – A P1 is a catastrophic production problem within

the Software that severely impacts the Licensee’s Production URL

Instance, or because of which Licensee’s Production URL Instance is

down or not functioning, or that results in a loss of production data

and no work around exists. P1 problems must be reported on Indigo Geeks’s

toll-free support telephone number in order to expedite resolution.

Indigo Geeks will use continuous efforts during its normal hours of

operation, with appropriate escalation to senior management, to provide

a resolution for any P1 problem as soon as is commercially reasonable.

 

1. Priority 2 (P2) – A P2 is a problem within the Software where the

Licensee’s system is functioning but in a reduced capacity, or the

Problem is causing significant impact to portions of the Licensee’s

business operations and productivity, or the Software is exposed to

potential loss or interruption of service. Problems existing in a

non-production environment that would otherwise qualify as a P1 if they

were in a production system qualify as P2. Indigo Geeks will use r easonable

efforts during its normal hours of operation to provide a resolution for

any P2 problem as soon as is commercially reasonable.

 

1. Priority 3 (P3) – A P3 is a medium-to-low impact problem that

involves partial and/or non-critical loss of functionality, or that

impairs some operations but allows Licensee’s operations to continue to

function. Problems for which there is limited or no loss or

functionality or impact to Licensee’s operation and for which there is

an easy work-around qualify as P3. Indigo Geeks will use reasonable efforts

during its normal hours of operation to provide a resolution for any P3

problem in time for the next minor release of the Software.

 

1. Priority 4 (P4) – A P4 is for a general usage question or issue that

may be cosmetic in nature or documentation related, but the Software

works without interruption. Indigo Geeks will use reasonable efforts during

its normal hours of operation to provide a resolution for any P4 problem

in time for the next major release of the Software.

 

1. Enhancement Request (ER) – An ER is a recommendation for future

product enhancement or modification to add official support and

documentation for unsupported or undocumented feature, or features that

do not exist in the Software. Indigo Geeks will take ERs into consideration

in the product management process, but has no obligation to deliver

enhancements based on any ER.

 

7. RESPONSE TIMES Indigo Geeks or its authorized reseller shall exercise

commercially reasonable efforts to meet the response times specified

below for Gold Support (unless Licensee has upgraded to Platinum

Support, as provided in the Indigo Geeks Order Form), following receipt of a

Software problem properly submitted by Licensee:

   Buildateam GOLD SUPPORT RESPONSE TIMES

   WEB Ticket Submission                    24 x 7 x 365

   WEB Ticket Response Time*                24 business hours

   North American Telephone Support Hours   M-F 08:00 – 17:00 (PT)

   European Telephone Support Hours         M-F 08:30 – 17:30 (CET)

   Telephone Response Time P1 Issues*       4 business hours

   Response Time P2-P4 Issues*              24 business hours

   *From initial contact

 

   Indigo Geeks PLATINUM SUPPORT RESPONSE TIMES

   WEB Ticket Submission                    24 x 7 x 365

   WEB Ticket Response Time*                24 business hours

   Telephone Support Hours                  24 hours

   Telephone Response Time P1 Issues*       Up to 2 hours

   Response Time P2-P4 Issues*              4 business hours

   *From initial contact

 

8. PROHIBITED USE As a condition of Licensee’s use of the Forums,

Licensee will not use (and will prohibit its customers from using) the

Forums (i) to violate any applicable law, statute, ordinance or

regulation; (ii) to disseminate content that is harmful, threatening,

abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or

otherwise objectionable; (iii) to disseminate any software viruses or

any other computer code, files or programs that may interrupt, destroy

or limit the functionality of any computer software or hardware or

telecommunications equipment; (iv) to infringe the intellectual property

rights or proprietary rights, or rights of publicity or privacy, of any

third party; or (v) use the Forums for any purpose other than their

intended use.

 

9. TERM AND TERMINATION Indigo Geeks will provide Support Services and any

Updates to Licensee during the periods identified in the Indigo Geeks Order

Form, subject to Licensee’s payment of the applicable fees. In the event

Licensee fails to pay such fees to Indigo Geeks or in the event Licensee

materially breaches the Support Services provisions and does not cure

such breach within thirty (30) days of its receipt of Indigo Geeks’s notice

of same, Indigo Geeks may suspend or cancel Support Services.

 

10. GENERAL Indigo Geeks shall not be liable for any failure or delay in

performance under these Support Terms due to causes beyond its

reasonable control. Any illegal or unenforceable provision shall be

severed from these Support Terms. Licensee agrees that any information

received pursuant to these Support Terms shall be deemed to be subject

to the non-disclosure obligations set forth in the License Agreement.

Licensee’s obligation of payment of moneys due under these Support Terms

shall survive termination of these Support Terms or the License

Agreement. These Support Terms state the entire agreement regarding

provision of Support Services to Licensee and may be amended only by a

written amendment set forth on a separate document executed by

authorized representatives of both parties.

 

Last Updated: October 2018