Common use of Products Requiring Software License Terms or Subscription Service Terms Clause in Contracts

Products Requiring Software License Terms or Subscription Service Terms. a. Master Agreement Section 5.8 “Software License Agreement” and Section 5.9 “Subscription Services Agreement” permit additional terms to be presented for review at the time of an order, as applicable to the order. The Parties acknowledge and agree that any such terms or conditions not allowable under law or that materially conflict with the applicable terms and conditions established by this Participating Addendum and Master Agreement will not apply. Further, and without limiting the generality of the foregoing sentence, notwithstanding any language to the contrary, Contractor acknowledges and agrees that Purchasing Entities do not intend to be bound, and will not be bound, by any software license terms or subscription service terms applicable to any order to the extent such terms: (a) require indemnification by the Purchasing Entity of the Contractor or a third party; (b) waive the Purchasing Entity’s right to a jury trial; (c) establish jurisdiction in any venue other than the Superior Court of the State of Vermont, Civil Division, Washington Unit; (d) designate a governing law other than the laws of the State of Vermont; (e) constitute an implied or deemed waiver of the immunities, defenses, rights or actions arising out of Purchasing Entity’s sovereign status or under the Eleventh Amendment to the United States Constitution; (f) establish new or different payment obligations of the Purchasing Entity than are established under the Agreement; (g) reduce or diminish the obligations regarding the security, confidentiality, and integrity of the Purchasing Entity’s data as are established under the Agreement; (h) establish rights in the use of or access to Purchasing Entity’s data for any reason other than performance of the product or service; (i) establish rights of ownership in the Purchasing Entity’s data; or