THIS MASTER SOFTWARE LICENSE, SERVICE, AND SUPPORT AGREEMENT (the “Agreement”) sets forth the terms and conditions of Customer’s acquisition of Products and Services (as those terms are defined below) from Micropsi. Any customer order will be governed by this agreement and supersede any other terms or conditions, unless specifically agreed to by Micropsi.
1.1
"Affiliate” means, with respect to either Micropsi or Customer, any corporation, company, partnership, joint venture and/or firm which controls, is controlled by or is under common control with Micropsi or Customer, as applicable. As used in the definition of Affiliate, “control” means (a) in the case of corporate entities, direct or indirect ownership of more than fifty percent (50%) of the stock or shares having the right to vote for the election of directors (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction); and (b) in the case of non-corporate entities, the direct or indirect power to manage, direct or cause the direction of the management and policies of the non-corporate entity or the power to elect more than fifty percent (50%) of the members of the governing body of such non-corporate entity.
1.2
“Authorized Users” means employees of Customer, and those third parties, including any consultants and contractors of Customer that have been pre-approved in writing by Micropsi, who are authorized by Customer to access and use the Software as set forth in the applicable Order.
1.3
“Confidential Information”: means (a) the terms of this Agreement and any Order (as defined below); (b) any confidential, proprietary or trade secret information of the disclosing party (“Discloser”) that, if in tangible form, is marked as confidential, secret or with a comparable legend or, if disclosed orally or visually, is identified as confidential at the time of disclosure; and (c) any information relating to the business, operations or activities of the Discloser that a reasonable person would understand, based on the nature of the information and the circumstances surrounding the disclosure, ought to be treated as confidential by the receiving party (“Recipient”). For the avoidance of doubt, Micropsi Property (as defined in Section 5) is the Confidential Information of Micropsi.
1.4
“Customer Data” means any information, including video data, recorded by Customer, and/or its Authorized Users that is submitted for processing and storage by the use of the Software under this Agreement. Customer Data excludes usage data, reports, statistical data, and other data recorded and submitted by Customer and/or its Authorized Users that is generally applicable to use of certain equipment and software used in combination with the Software and metadata automatically generated by the use of the Software.
1.5
“Documentation” means operating instructions, manuals, and training videos.
1.6
“Hosted Software” means the portion of the Software hosted by Micropsi’s third party cloud provider(s).
1.7
“License” has the meaning set forth in Section 3.2.
1.8
“License Term” means the specific period of time set forth in the applicable Order during which Micropsi grants Customer a License to the Software.
1.9
“Order” means a written order by Customer in the form of (a) a valid sales quote issued by Micropsi and signed by Customer; (b) a purchase order issued by Customer to Micropsi that has been accepted in writing by Micropsi; or (c) a statement of work signed by Customer and Micropsi.
1.10
“Personnel” means agents, employees or subcontractors of Micropsi or its Affiliates that are engaged in delivering the Services for a particular Order.
1.11
“Products” means, as applicable, the Services, third party equipment, and License(s) to the Software purchased by Customer, pursuant to a particular Order.
1.12
“Services” means the services to be provided by Micropsi as set forth in the applicable Order, including, if applicable, Support.
1.13
“Software” means the executable code version of Micropsi’s commercially available proprietary software identified in the applicable Order, whether such software (or any portion thereof) is installed on Customer equipment or is Hosted Software, Documentation for such software, and any upgrades or enhancements to such software and/or documentation, in each case that is made available to Customer by Micropsi from time to time.
1.14
“Support” means maintenance and support of the Software.
1.15
“Term” has the meaning set forth in Section 8.1.
2.1
Micropsi will perform the Services, provide equipment, and/or grant a license to the Software, in each case as specified in an Order. Each Order is subject to the terms and conditions in this Agreement. In the event of a conflict between any term or condition of an Order, or document or form used by the parties, the terms and conditions of this Agreement will control, except as expressly amended for an individual Order by specific reference in the Order to the provision of this Agreement that is amended for such Order. No Products or Services will be provided by Micropsi except pursuant to an Order.
2.2
Changes to any Order will be made only in accordance with Section 13.6.
3.1
Micropsi agrees to provide, and Customer agrees to take and pay for, the Products as set out in the applicable Order.
3.2
If Customer purchases a license to use the Software under an Order, then Micropsi grants to Customer, on the terms and conditions set forth in this Agreement, a non-transferable, non-sublicensable, non-exclusive, right to use and access the Software during the applicable License Term solely for Customer’s internal purposes (the “License”). Customer will not, and will not permit any person or entity to (a) change, modify, disassemble, reverse compile, reverse engineer or make derivative works of the Software; (b) display, publish, rent, resell, lease, distribute, time share or remarket the Software, or provide access to the Software to any Affiliate or other third party, or use the Software for the benefit of third party or to build a similar or competitive product; (c) introduce or attempt to introduce into the Software any virus or implement a denial of service attack or introduce, attempt to introduce or implement any other code or routine which results in or may result in disruption or damage to the Software; (d) use the Software in any way that violates laws, or infringes or violates the rights of others including third party intellectual property rights, privacy or publicity rights, or that interferes with other users of Micropsi’s services or products; or (e) remove any proprietary, copyright, trademark, or service mark legend from any Software. Customer will ensure that its Authorized Users comply with the terms and conditions regarding use of and access to the Software and is responsible for any breach by its Authorized Users. At Micropsi’s request, Customer will promptly terminate an Authorized User’s access to and use of the Software if Micropsi reasonably believes that such individual is breaching terms and conditions regarding access and/or use of the Software. Customer will promptly notify Micropsi of any complaints or objections to Customer’s use of the Hosted Software made by a third party.
3.3
Micropsi represents and warrants it possesses all rights necessary to grant to Customer the License.
3.4
If Customer purchases a perpetual License for the Software, then the Annual Support fee is mandatory, and charged separately under the order form for a period of twelve (12) months from the date of first delivery of the Software to Customer. Thereafter, Customer can purchase additional periods of Support for the Software through an Order for such Support to the extent offered. If Customer purchases a License for any License Term other than a perpetual License, then Customer is deemed to have purchased, at no additional cost, Support during such License Term. The terms and conditions set forth at this page, as those terms and conditions may be updated by Micropsi from time to time, apply to Micropsi’s obligations for Support purchased by Customer through an Order or in the case of a perpetual License, to which it is entitled as described in this Section 3.4. For the avoidance of doubt, Customer will have no right to access and use the Hosted Software unless Customer is entitled to Support.
3.5
The Products are provided at Customer’s request and Customer accepts that it is responsible for ensuring that the Products are suitable for its own needs. Customer acknowledges and agrees that any Products provided under an Order that are third-party equipment and/or third party software are provided “as is”. However, Micropsi will pass through to Customer any warranties that come with such third-party equipment or software to the extent it is permitted to do so.
3.6
If Services, other than Support, are purchased by Customer under an Order, then Micropsi will provide appropriately qualified Personnel to perform such Services. The Personnel will perform the Services in a timely and professional manner, during normal business hours, exercising due skill and care and will use reasonable endeavors to meet any mutually agreed to target dates
4.1
Customer will pay for the Products and associated expenses under the terms of this Agreement and the applicable Order. The amounts set forth in an Order are exclusive of all taxes, and Customer will be responsible for payment of all sales, use, value-added, excise or other taxes (other than taxes on Micropsi’s income).
4.2
Unless otherwise set forth in the Order, Customer will reimburse Micropsi for any expenses reasonably and properly incurred by Micropsi and/or its Personnel in performing the Services including travel expenses associated with on-site installation or training, upon submission of copies of receipts, or as otherwise agreed in writing. Micropsi will maintain full and accurate records of the expenses incurred in providing the Services for which it seeks reimbursement.
4.3
Customer agrees to pay undisputed invoices within thirty (30) days of the date of the invoice, unless specifically set forth to the contrary in the applicable Order. In addition to any other rights and remedies available to Micropsi in the event of late payment, Micropsi may (a) suspend performance of Services and/or access to Hosted Software; (b) charge interest at the lesser of (i) two percent (2%) per month; or (ii) the highest rate permitted by law, on the unpaid balance of an invoice; and/or (c) terminate the applicable Order including any License purchased under such Order.
4.4
Customer is solely responsible for providing all equipment (other than equipment purchased by Customer under an Order) that the Software installed on Customer equipment will be used with.
4.5
Customer will provide Micropsi, in a timely manner, with all information and help reasonably required by Micropsi and will make available such of its own appropriately qualified staff as may be reasonably required to assist Micropsi with the performance of the Order, including for Services required to be performed onsite at Customer premises (a) the applicable Personnel with such computer facilities, and office facilities at its premises as may be reasonably necessary to enable the Personnel to perform the Services; (b) providing access to those areas of Customer’s premises that are required for performance of the Order (c) authorizing the applicable Personnel to have access to those networks, computer systems and applications to which it is reasonably necessary to have access for the performance of the Order; (d) taking reasonable steps to ensure the health and safety of Personnel while they are at Customer’s premises; and (e) responding and communicating with Micropsi promptly to avoid delays in performance of the Order.
4.6
Customer represents and warrants that: (a) any computer hardware or software (other than Products) that Micropsi is asked and/or required to use or modify for the purpose of the Services are either the property of the Customer or are legally licensed to Customer and that Customer has the necessary rights and permissions to allow Micropsi to use and make such modifications; and (b) it is only supplying Micropsi with, and uploading into the Software, data that Customer has the right to supply and/or upload for the purposes of Micropsi performance of this Agreement and Customer’s exercise of the License in accordance with the terms of this Agreement.
5.1
Customer will retain all, right, title and interest in and to Customer Data. During the Term, Customer hereby grants to Micropsi a non-exclusive, unlimited, fully paid-up, worldwide, sublicensable license to use the Customer Data to perform the Services.
5.2
Micropsi will retain all right, title and interest in and to the (a) Software (b) all inventions, know how, ideas, techniques, equipment, software, documentation, tools or processes used by Micropsi in performing the Services, including but not limited to usage data, reports, statistical data, and other data generally applicable to use of certain equipment and software used in combination with the Software, and metadata generated by the use of the Software; (c) all improvements, enhancements, and modifications made to any of the foregoing in (a) and (b) as a result of rendering Services under an Order; and (d) all new inventions, know how, ideas, techniques, equipment, software, documentation, tools, improvements, enhancements, and modifications or processes created or made by Micropsi, alone or with Customer in performing the Services (collectively (a) through (d), with all associated intellectual property rights, the “Micropsi Property”)
6.1
Prior to entering into this Agreement the parties had access to, and as a result of the acceptance of this Agreement the parties will have access to, Confidential Information of the other party. Each party agrees not to (a) disclose the other party’s Confidential Information without the other party’s express written consent except as permitted by Section 6.2, or (b) use the other party’s Confidential Information for any purpose other than the performance of this Agreement or reasonable exercise of rights granted to it in this Agreement. Without limiting the foregoing, each party will exercise at least the same degree of care that it uses to protect its own Confidential Information (and, in any case, no less than a reasonable degree of care) to protect the Discloser’s Confidential Information. Recipient will return or destroy all of the Discloser’s Confidential Information upon the earlier of the request of the Discloser and the expiration or termination of this Agreement, and upon Discloser’s request, provide written certification of the same.
6.2
The Recipient may disclose the Discloser’s Confidential Information only to such of its employees, agents, contractors, or consultants (“Recipient’s Personnel”) who have a need to know the Discloser’s Confidential Information for the purposes of performing this Agreement or exercising Recipient’s rights, and then only to Recipient’s Personnel who have been advised of the confidential nature of the Discloser’s Confidential Information and who are under a confidentiality and non-use obligation no less stringent than the provisions hereof. Recipient will be responsible for any violation hereof by Recipient’s Personnel.
6.3
The obligations herein undertaken will not apply to any Confidential Information: (a) which is or becomes generally available to the public through no fault of the Recipient; (b) rightfully disclosed without obligation of confidentiality to the Recipient by a third party having the legal right to disclose such Confidential Information; (c) is in Recipient’s possession at the time of disclosure other than as a result of Recipient’s breach of any legal obligation; or (d) independently developed by the Recipient without use of, reference to, or reliance upon the Confidential Information of the Discloser. Recipient may disclose Discloser’s Confidential Information pursuant to a court order or pursuant to governmental action, provided that before such disclosure, if permitted by applicable law, the Recipient will notify the Discloser in writing of the request, takes all reasonable and lawful actions to avoid or mitigate the degree of such disclosures, and cooperates reasonably with Discloser in any efforts to seek a protective order.
7.1
Micropsi will indemnify, defend and hold harmless Customer from and against any and all losses, damages, liabilities or expenses, including reasonable attorneys’ fees (collectively, “Losses”) in connection with claims brought by a third party to the extent arising out of Micropsi’s infringement, misappropriation or violation of a third party’s copyright, U.S. patent issued as of the Effective Date, or trademark by the Software (except to the extent that such infringement, misappropriation or violation results from the negligence or willful misconduct of Customer, Customer’s breach of this Agreement or any Order, Customer Data, or Customer use of any third party hardware or software, or modifications to the Software not made by Micropsi). In the event any such claim is made, Micropsi, at its option and expense, will have the right, but not the obligation, to procure the right for Customer to continue to use the Software or infringing part thereof; or modify, amend or replace the Software or infringing part thereof so it is no longer infringing with substantially the same functionality; or refund a prorated portion of the fee paid for the License to the Software for the unused portion of the remaining License Term, except in the case of a perpetual License, as depreciated on a five (5) year basis from purchase of such License.
7.2
Customer will indemnify, defend and hold harmless Micropsi from and against any and all Losses in connection with claims or actions brought by a third party, to the extent arising out of or relating to (a) the Customer Data or any materials provided by Customer to Micropsi or the use by Micropsi of such materials in connection with any Services, infringing, misappropriating or violating any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of a third party; (b) the Customer’s breach of this Agreement or any Order; or (c) any information or results obtained by Customer through use of the Software.
7.3
Each party must notify the other party within thirty (30) days after receipt of any claims made for which the other party might be liable under Section 7.1 or 7.2, as applicable. The indemnifying party will have the sole right to defend, negotiate, and settle such claims. The indemnified party will be entitled to participate in the defense of such matter and to employ counsel at its expense to assist in such defense; provided, however, that the indemnifying party will have final decision-making authority regarding all aspects of the defense of the claim. The indemnified party will provide the indemnifying party with such information and assistance as the indemnifying party may reasonably request, at the expense of the indemnifying party. Neither party will be responsible or bound by any settlement of any claim or suit made without its prior written consent; provided, however, that the indemnified party will not unreasonably withhold, condition or delay such consent. Nothing herein will restrict the right of a party to participate in a claim, action or proceeding through its own counsel and at its own expense.
8.1
Term. The initial term of this Agreement will be seven (7) years from the Effective Date (the “Term”). Either party may terminate this Agreement as permitted by Section 8.1 and 8.3.
8.2
Termination for Material Breach. In the event either party defaults in any material obligation in this Agreement or an Order, the non-defaulting party will give written notice of such default. If the party in default has not cured the default within forty-five (45) days of receipt of notice, the non-defaulting party may terminate this Agreement or the applicable Order by delivering notice thereof to the defaulting party.
8.3
Termination for Insolvency. Each party may terminate this Agreement or a pending Order upon written notice if the other party ceases to conduct business (except for a Force Majeure Event as defined in Section 10), becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within sixty (60) days, or makes an assignment for the benefit or its creditors.
8.4
Effect of Termination or Expiration.
a) Expiration of this Agreement. In the event this Agreement expires, Orders that were in effect prior to the expiration of this Agreement and that are pending will continue to be governed by the terms and conditions of this Agreement and the terms and conditions of this Agreement will be deemed extended solely for the purposes of such Order until, as applicable for such Order, the expiration of the applicable License Term, delivery of third party equipment ordered by Customer pursuant to such Order, and/or completion of the Services under such Order.
b) Termination of this Agreement or an Order. Termination of this Agreement will terminate all Orders, and termination of an Order will terminate, as applicable to such Order, Support or other Services, and all obligations of Micropsi regarding delivery of third party equipment, and subject to Section 8.4(c) will terminate the License to the Software granted in such Order if the License Term has not already expired. Customer and its Authorized Users will immediately cease all access and use of the Software and Customer will promptly certify in writing that it has deleted all portions of the Software that were locally installed on its equipment.
c) Effect of Termination on Perpetual License. If the License granted under an Order is perpetual, then unless the termination was by Micropsi pursuant to Section 8.1 or 8.3, the License will remain in effect; provided that for the avoidance of doubt, Micropsi shall have no other surviving obligations hereunder.
d) General. Upon termination, (i) accrued but unpaid fees for Services rendered, Products ordered and expenses incurred under this Agreement and the applicable Orders will become immediately due and payable by Customer to Micropsi according to the payment terms set forth herein and Micropsi will submit an invoice for all such amounts, and Customer will promptly pay such invoices; (ii) if Customer has terminated this Agreement for Micropsi’s uncured breach under Section 8.1, Micropsi will within sixty (60) days refund any monies paid in advance by Customer for Services not rendered under such Order up to the termination date.
8.5
Return of Data Post Termination. If Customer requires Micropsi’s assistance to access Customer Data from the Hosted Software upon expiration or termination of an Order, for a period of thirty (30) days’ after such expiration or termination, Customer may acquire Micropsi’s Services pursuant to the then applicable rates.
8.6
Survival. The terms in Sections 4.1 through 4.4, 4.6, 5, 6, 7, 8.4, 8.5 (but only for the period specified herein), 8.6, and 9 through 13 will survive the expiration or termination of this Agreement.
During the Term of this Agreement, and for twelve (12) months after its expiration or termination, each party will not, directly or indirectly, solicit for employment or seek to induce to leave the employ of the other party any current employee or independent contractor of such other party who was or is involved in the performance of the Services under this Agreement.
Micropsi will not be liable to Customer for any delay or failure to perform an Order as a result of any act, events, omissions, happenings or non-happenings beyond its reasonable control, including government regulations, acts, orders, or restrictions, embargo, internet outages, utilities and communications failures, inability to procure materials or services, failure of suppliers or power, acts of war, terrorism, pandemics, fire, flood or any disaster or an industrial dispute affecting a third party (each, a “Force Majeure Event”). Micropsi will promptly notify Customer of a Force Majeure Event occurrence and resume performance as soon as reasonably possible after its cessation.
11.1
MICROPSI’S AGGREGATE LIABILITY TO THE CUSTOMER FOR LOSSES, DAMAGES, COSTS, EXPENSES AND OTHER AMOUNTS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THEORY OF LIABILITY, WILL BE LIMITED TO THE FEES PAID TO MICROPSI BY CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICES UNDER THE ORDER GIVING RISE TO SUCH LIABILITY DURING THE IMMEDIATELY TWELVE (12) MONTH PERIOD PRECEDING WHEN THE LIABILITY AROSE. CUSTOMER ACKNOWLEDGES THAT MICROPSI HAS SET THE FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT AND THAT THE SAME FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
11.2
IN NO EVENT WILL MICROPSI BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF INCOME, DATA, GOODWILL, OR SECURITY BREACHES OR INTRUSIONS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
11.3
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.3, MICROPSI, ITS LICENSORS AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, IN ANY MANNER OR FORM, AND INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NON-INFRINGEMENT, IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ACCESS TO OR USE OF THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE. CUSTOMER ACKNOWLEDGES THAT ANY INFORMATION OR RESULTS GENERATED, OBTAINED OR ACQUIRED THROUGH THE USE OF THE SOFTWARE IS AT CUSTOMER’S SOLE RISK AND DISCRETION. MICROPSI, ITS LICENSORS, AND ITS SUPPLIERS ARE NOT LIABLE OR RESPONSIBLE FOR ANY USE THEREOF BY CUSTOMER.
This Agreement will be governed by and construed and enforced in accordance with the law of the State of Delaware, without regard to its conflict of law provisions that would require the application of the law of another jurisdiction, and each party agrees that any and all claims arising hereunder will be subject to the exclusive jurisdiction of courts residing in that jurisdiction and hereby waives any defense of inconvenient or improper forum. The parties expressly reject any application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.
13.1
Assignment. Neither party may assign or transfer this Agreement in whole or in part without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided that either party may assign this Agreement in connection with a sale of all or substantially all of its stock or assets, or a merger or change of control, or to its Affiliate, without prior written consent of the other party. Any assignment or attempted assignment without the required prior written consent will be void. The terms of this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.
13.2
No Strict Construction; Headings. This Agreement has been prepared jointly and will not be strictly construed against either party. The Section headings are included solely for convenience of reference and will not control or affect the meaning or interpretation of any of the provisions of this Agreement. The words “include,” “includes” and “including” when used in this Agreement are deemed to be followed by the phrase “but not limited to”.
13.3
Notices. All notices, requests, demands, and other communications will be in writing in the English language. All notices required or permitted under this Agreement must be delivered personally or sent by courier or registered or certified airmail or will be effective upon receipt and sent to (a) Customer to the address or contact information on file with Micropsi for the Customer, or (b) Micropsi to the following addresses. The parties may update such information with reasonable prior notice.
Micropsi Industries USA, Inc.
300 Brannan St.
Suite #101
San Francisco, CA 94107, United States
Attention: Gary P. Jackson, CEO
13.4
Independent Contractor. Micropsi is an independent contractor and not an agent or employee of Customer. Micropsi will not in any way represent itself to be an agent, employee, partner, or joint venturer of or with Customer. Neither party has any authority to obligate or bind the other by contract or otherwise. Micropsi has the full power and authority to determine the means, manner and method of the performance of an Order.
13.5
Entire Agreement. This Agreement, together with all Orders, constitutes the entire agreement between the parties with respect to the specific subject matter of this Agreement and all prior agreements, oral or written, with respect to such subject matter are superseded. Without limiting the generality of the foregoing, Customer acknowledges and agrees that prior versions of Software made available to Customer by Micropsi or its Affiliates prior to the Effective Date of this Agreement are the sole and exclusive property of Micropsi and/or its licensors. Customer further agrees that on execution by Customer of this Agreement and delivery by Micropsi of Software under the first Order for Software under this Agreement all prior terms and conditions applicable to Customer access and use of prior versions of Software made available to Customer by Micropsi or its Affiliates prior to the Effective Date are terminated. Each party confirms that it is not relying on any representations or warranties of the other party except as specifically set forth in this Agreement.
13.6
Modification. This Agreement (including any Order) may be changed only by a writing signed by authorized representatives of each party.
13.7
Severability. If a provision of this Agreement is held invalid or unenforceable under any applicable law, the invalid or unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.
13.8
Waiver. Any delay in enforcing a party’s rights under this Agreement, or any waiver as to a particular default or other matter, will not constitute a waiver of such party’s rights to the future enforcement of its rights under this Agreement, except with respect to an express written waiver relating to a particular matter for a particular period of time signed by an authorized representative of the waiving party, as applicable.
13.9
Public Statements. Except to the extent required by applicable law or regulation or the rules of any stock exchange or listing agency, neither party will make any public statement or release concerning this Agreement or the transactions contemplated by this Agreement, or use the name of the other party or its Affiliate in any form of advertising, promotion or publicity, without obtaining prior written consent of such other party. Notwithstanding anything to the contrary in the foregoing, Customer agrees that (a) Micropsi may issue a press release regarding the signing of this Agreement and identifying Customer and that Customer is a user of the Software; (b) Micropsi may use Customer’s name as part of Micropsi’s customer list.
