ISV and Reseller Licence Agreement
This Agreement is effective May 13th, 2004, by and between Communication
Intelligence Corporation, 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxx,
Xxxxxxxxxx 00000 a Delaware corporation ("CIC"), and SiVault Analytics,
Incorporated, 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxx, XX, 00000 a Delaware
corporation ('Licensee').
1. License Grant. Pursuant to the terms hereof and the attached Appendices, that
are hereby incorporated by reference, Licensee is granted a non-exclusive,
license to use incorporate and utilize CIC's Products listed in Appendix A,
attached hereto, to distribute such Products embedded with Licensee's _software
or as part of Licensee's hosted services, and to License's customers for
independent installation provided that such distribution shall be accompanied by
end user licenses agreements with tarts substantially similar to those
delineated in Appendix D. Such licen5e is granted for the territory delineated
in Appendix B attached hereto. CIC reserves all rights not otherwise expressly
granted to Licensee in this Agreement. No rights are granted to Licensee with
respect to any source code, trade secrets, trademarks, copyrights or other
intellectual property that is incorporated into or related to the Product except
as otherwise expressly provided for herein. Any modifications made to the
Product, whether made by CIC or Licensee, shall be the sole and exclusive
property of CIC.
2. License Fees, Reporting and Payment Terms, Porting Services, Porting Fees,
and Payment Terms, Territory and Other Obligations and Commitments
2.1 License Fees, Reporting and Payment Terms, See Appendix B, Section A.
2.2 Porting Services, Porting Fees, and Payment Tents, See Appendix B, Section
B.
2.3 Territory. See Appendix B, Section C.
2.4 Other Obligations and Commitments. See Appendix F.
3. End-User Support and Support to Licensee, Maintenance and support terms are
delineated in Appendix C.
4. Disclaimer of Warranty. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, CIC
MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCT, SOFTWARE,
DOCUMENTATION, OR ANY PORTION, COPY OR COMPONENT THEREOF, TO LICENSEE OR TO ANY
OTHER PERSON; ALL ARE PROVIDED "AS IS."
5. Limited Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WAIUANTIES OF MERCHANTABILITY
AND FITNESS FOR. A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED AND THE LIABILITY OF
CXC, IF ANY, FOR DAMAGES RELAT[NG TO ANY PRODUCT, SOFTWARE, DOCUMENTATION, OR
ANY PORTION, COPY OR COMPONENT THEREOF, FOR ANY REASON, WILL BE LIMITED TO THE
ACTUAL LICENSE FEE PAID BY LICENSEE WITH RESPECT TO SUCH ITEM OR, AT CIC'S SOLE
DISCRETION, REPLACEMENT OF THE ITEM AT CIC'S EXPENSE, AND WILL IN NO EVENT
]NCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF CIC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Exclusion of Warranties on, Account of Licensee Modifications. If any
modifications are made to the Products by Licensee or any person, any warranty
shall be immediately terminated. Correction for difficulties or defects
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traceable to Licensee's errors or systems changes may be difficulties or defects
traceable to Licensee's errors or systems changes may be made at CIC's
discretion and shall be billed at CIC's standard time and material charges.
7. Proprietary Rights. Licensee acknowledges that CIC owns and will retain all
copyright, trademark, patent, trade secret and other proprietary rights in the
Pro4 any component thereof, and the marks, names, logos and designations of CIC
used therewith worldwide (collectively, the "CIC Marks") Licensee will use
reasonable efforts to protect CIC's proprietary rights. Licensee agrees to---
use the appropriate trademark symbol (either "" or "") as designated by CXC in
superscript and clearly indicate (CIC's ownership of the CIC Marks in any of
Licensee's advertisements or brochures distributed in connection with a service
or product. Licensee shall use the CIC Marks in accordance with CIC's reasonable
instructions as communicated in writing to Licensee from time to time. Licensee
shall, upon request, provide CXC samples of all literature, packages, labels and
labeling which use Product names Notwithstanding the foregoing, CXC agrees that
Licensee may also include its trademarks and/or service marks ft connection with
the Product as reasonably designated by Licensee from time to time ("License's
Marks") Licensee agrees to maintain the high level of 4unlity accorded products
associated with and marketed by CXC under CIC's trademarks. Licensee shall cause
copyright and patent notices provided by CIC from time to time to appear with
services utilizing the Product as offered by Licensee. Furthermore, Licensee
shall cause copyright and patent notices provided by CIC from time to time to
appear in the following places on all units of the Product distributed for
independent installation: (a) a notice which is embodied in machine readable
form in such a manner that on visually perceptible printouts it appears at or
near the title or at the end of the work or is displayed at the user's terminal
at sign on, or is continuously on terminal display; (b) a legible notice placed
n diskettes or other physical storage media on which the Product is distributed;
and (c) in the documentation distributed in connection with the Product on the
title page or the page immediately following the title page.
8. Confidentiality. Licensee acknowledges that in connection with this Agreement
it will receive information confidential and proprietary to CIC, Licensee agrees
not to use such information except in performance of this Agreement, and not to
disclose such information to any other party. CXC agrees not to use information
received from Licensee marked as confidential except in performance of this
Agreement, and not to disclose such information to any other party. To the
extent that Licensee and CXC have executed a separate confidentiality agreement
related to the subject matter of this Agreement, and the terms of such separate
agreement provide a higher level of protection or delineate obligations and/or
responsibilities with a higher degree of specificity than this Agreement the
terms of such separate agreement shall control the parities confidentiality
obligations and responsibilities and such terms are hereby incorporated herein
by reference.
9. Infringement and Indemnity. If notified promptly in writing, and given sole
control of the defense and all related settlement negotiations, CIC will
indemnify, hold harmless and defend Licensee, its officers, directors, employees
and agents from and against claims, losses, liabilities, demands, damages and
costs and expenses in connection with a claim by a third party that the Product
infringes a U.S. copyright, or patent. CIC will pay any costs, damages and
attorney fees finally awarded by a court with regard to such third-party claims,
up to the amount of license fees received by CIC hereunder, to the extent such
claims are grounded on such copyright or patent infringement. (CIC will have no
liability for, and Licensee will defend and indemnify (including reasonable
attorney fees and costs of litigation) CIC against, any claim arising from or
based upon (a) any combination, operation or use of any Product with any
equipment, data or programming not approved by CIC; (b) any alteration or
modification of the Product License; makes without the prior written consent of
an officer of CIC and (c) any act, omission, representation or product of
Licensee, including without limitation Licensee's marketing or distribution of
the Product other than in conformance with this Agreement. For any Product that
becomes Or in CIC's opinion is likely to become the subject of a copyright,
patent infringement or other intellectual property action, CXC may, at its
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sole option and expense, procure the right for Licensee to continue marketing
and distributing such Product or replace or modig the Product to become
non-infringing.
10. Term and Termination.
10.1 This Agreement is for an initial term expiring three (3) years from the
effective date hereof and shall be automatically renewed for successive one year
terms unless either party notifies the other in writing, one month prior to the
expiration of the original term, or any renewal term, of its intent not to renew
or unless this Agreement is otherwise terminated pursuant to the provisions
hereof,
10.2 Upon written notice to the other party either party may terminate this
Agreement at any time in the event that the other party materially breaches this
Agreement and fails to cure such breach within 15 days after receiving notice of
such breach.
10.3 Upon written notice to Licensee CXC may in its sole discretion, with or
without any other cause or reason, terminate this Agreement if Licensee has not
established CIC-related revenue generating business within 180 days of the
effective date hereof or if Licensee does not, in CC's reasonable judgement,
make continual reasonable commercial use of the Agreement and the license rights
granted herein.
11. Survival. Upon expiration or termination of this Agreement, Licensee will
remain liable for all amounts due hereunder as of the effective date of such
expiration or termination. The provisions of Sections 4, 5, 6, 7, 8, 9, ii and
13 will survive expiration and termination of this Agreement as will end user
license agreements ranted to Licens&s customers pursuant hereto.
12. Marketing. Within thirty days of the Effective Date hereof, CXC and Licensee
shall each issue a press release announcing the parties' relationship under this
Agreement. Each party Shall grant the other party the courtesy of providing the
other party with a copy of its proposed release at least 24 hours prior to the
planned release date. In connection with License's use, marketing and
distribution of the Product, Licensee shall include appropriate CXC logos and
trademarks in its marketing materials and manuals in accordance with the
provisions of Section 7 hereof and shall in all instances of adverting,
marketing and sales indicate that CIC's products are included within Licensee's
services and products when distributed for independent installation. Each party
shall include the name, address, telephone number and web site address
(hyperlink) of the other party on its own web site. Licensee shall have the
right to distribute to its customers any marketing material received from CXC
CXC shall have the right to use Licensee's name in advertising, public
relations, marketing, white papers, case studies, promotional events and any
other reasonable commercial activity. Each party shall provide the other party
with a list of product and service names, trade names, trademarks, registered
trademarks and logos (Marks) related to this Agreement. Each party is hereby
granted the right to use such Marks for the purposes hereof. Neither party shall
claim any ownership rights in the other party's Marks.
13. Governing Law and Severability. This Agreement will be governed by and
construed in accordance with the local laws of the State of California without
regard to those provisions related to choice of law - This Agreement will not be
governed by the United Nations Convention for the international sale of goods,
if applicable. Any disputes shall be heard by the state or federal courts with
jurisdiction to hear such disputes in San Mateo County, California. If for any
reason a court of competent jurisdiction finds any provision of this License, or
portion thereof to be unenforceable, that provision of the License shall be
enforced to the maximum extent permissible so as to effect the intent of the
parties, and the remainder of this License shall continue in full force and
effect.
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14. Entire Agreement. This Agreement and the Appendixes hereto, which are
incorporated by reference, constitute the entire agreement between the parties
pertaining to the subject matter hereof, and all written or oral statements and
representations previously made or existing between the parties pertaining to
such subject matter are expressly superseded Any amendments to this Agreement
must be in writing signed by the parties.
15. No Waiver. No waiver of any provision of or any right or remedy under this
Agreement shall be effective uniess in writing and executed by the party waiving
the right. Failure to properly demand compliance or performance shall not
constitute a waiver of' a party's rights hereunder.
16. Assignment. Neither party may assign this Agreement without the prior
written consent of the other party, which consent shall not be unreasonably
withheld. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective allowed successors and assigns
In Witness whereof, the parties hereto have executed this Agreement effective as
of the date first written above,
Communication Intelligence Corporation Licensee
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxxxxxx
/s/ Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxxxxxxx
VP Product Development Chief Executive Officer
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APPENDIX A
PRODUCT(S) AND SPECIFICATIONS
CIC's iSign SDK according to specifications as published on CIC's most current
website.
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APPENDIX B
A. LICENSE FEES, REPORTING AND PAYMENT TERMS
B. PORTING SERVICES, PORTING FEES AND PAYMENT TERMS
C. TERRITORY
A. LICENSE FEES, REPORTING AND PAYMENT TERMS
1. License fees.
a. Licensee shall pay CIC 33.333% of all CIC-based transaction fees
b. For each unit of Product Licensee ships in a reseller capacity it shall pay
CIC 75% of CIC's then published list price for such Product
2. Reporting. Ten days after each month end, Licensee shall submit to CIC a
report showing all license fees due for the preceding month, including the
products and services and quantity thereof to which such license fee pertains
and the name of each customer.
3. Payment terms.
a. License fees shall be due and payable on the tenth day of the month
following any quarter in which license fees, above minimum fees, are due.
b. Late payments shall accrue interest at 1. .5% per month or the maximum rate
allowable by law, whichever is lower.
B. PORTING SERVICES, PORTING FEES AND PAYMENT TERMS
1. Porting Services. N/A
2. Porting Fees. N/A
3. Payment terms,
a. Porting fees shall be due and payable
b. Late payments shall accrue interest at 1.5% per month or the maximum rate
allowable by law, whichever is lower.
C. TERRITORY Worldwide
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APPENDIX C
MAINTENANCE TERMS
Except as specifically provided herein, Licensee shall be responsible for
technical support to the end- users, CIC shall provide the following maintenance
and support for the Product;
A. Definitions. For purposes of this Appendix, the following terms shall have
the following meanings. Any terms not defined in this Appendix shall have the
meaning set forth in the Agreement.
1 Error(s): means any verifiable and reproducible failure of the Product to
materially conform to the specification for such Product. The term "Error" shall
not include any failure of the Product that; (a) results from the misuse or
improper use of the Product; (b) does not materially affect the operation and
use of the Product; (c) results from any modification to the Product not made by
or on behalf of die; or (d) results from the failure to incorporate or use any
Updates or bug fixes after such are made available to Licensee by CIC.
2. Error Correction(s): shall mean either (a) a modification or addition to or
deletion from the Product that, when made to such Product, materially conforms
the Product to the specifications fox such Product, or (b) a procedure or
routine that, when observed in the regular operation of the Product, eliminates
the material adverse effect of such Error on Licensee or its customers.
3. Major Error: means- any demonstrable Error in the Product that: (a) causes
the Product to have a significant loss of intended function as set forth in the
specifications for the Product; (b) causes or is likely to cause data to be lost
or destroyed; or (c) prevents the Product from being installed or executed on
the properly configured environment
4. Moderate Error; shall mean any demonstrable Error in the Product that: (a)
causes the Product to operate improperly; or (b) produces results materially
different from those described in the specifications, but which error does not
rise to the level of a Major Error.
5. Minor Error: shall mean any demonstrable Error that: (a) causes a function to
not execute as set forth in the specifications for the Product, without 4
significant loss of intended functionality; or (b) disables one or more
nonessential functions,
6. First Level Technical Support: shall mean Licensee's or it's authorized
technical support agents attempts to identify and resolve Errors remotely, by
telephone, e-mail and fax communication.
7. Second Level Support: shall mean support of Licensee's or its authorized
technical support agent's First Level Technical Support personnel to identify
and resolve Errors remotely, by telephone, e-mail or fax communication. S
Workaround: shall mean that CIC has diagnosed the Error and has implemented, or
enabled Licensee to implement, a temporary solution that allows the Product to
regain functionality and provide all major functions in accordance with the
specifications for the Product.
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9. Update: shall mean a version of the Product containing changes, including but
not limited to, bug fixes, correction of errors and minor optimization
improvements not rising to the level of an Upgrade, An Update shall mean for
example the change from version x.l to x.2 and/or version x.x.l to x,x.2.
10. Upgrade: shall mean a version of the Product containing changes, including
but not limited to enhancements, major optimization improvements and new
functionality for which CIC charges similarly situated Licensees An Upgrade
shall mean for example the chance from version 2,x.x to 3.x.x
B. Services
1. Licensee Responsibilities. Licensee will provide all on site technical
support with respect to the Product. Licensee agrees to notify CXC in writing
promptly following the discovery of any Error. CIC agrees to make available to
Licensee a list of known Errors and to notify Licensee in writing promptly
following the discovery of any Error, Further, upon discovery of an Error,
Licensee agrees, if requested by CIC, to submit to CXC a list of output and any
other data that CXC may reasonably require to reproduce the Error and the
operating conditions under which the Error occurred or was discovered, All
information, oral or written, communicated between the parties concerning any
Errors, is deemed to be Confidential information and shall be governed by
Section 8 of the Agreement.
2. CIC Telephone and Online Support. Technical support communications between
Licensee and CIC will, include electronic mail, facsimile, and telephone. CIC's
support e-mail address is: xxxxxxxxxx@xxx.xxx. CIC's support fax number is:
000-000-0000, and faxes should be addressed to Technical Support Department. The
technical support telephone is: 000-000-0000, and will be adequately staffed by
a customer technical support representative during CIC's normal business hours
of 8 aim to 5 p.m. Pacific time ("Support Hours"). Voicemail is provided when
the line is busy and during non-business hours,
3. CIC Response to Errors. CIC will provide Second Level Support to Licensee to
ensure a consistent and high level of operation of the Product, Tn the event
Licensee notifies CIC of an Error iii the Product, CIC will provide Second Level
Support to Licensee or Licensee's authorized technical support agent to
facilitate the implementation of an Error Correction to the Product. CIC shall
use commercially reasonable efforts to correct Errors in accordance with the
below response times, with as little disruption to Licensee's service as
commercially practicable.
(a) Major Errors. etc shall, within four hours of the receipt of notice of any
Major Error, contact Licensee to verify such Major Error and begin a resolution
process. Upon CIC's verification of such Major Error, CXC will use its
commercially reasonable efforts to provide a Workaround for such Major Error,
and will use its commercially reasonable efforts to provide an Error Correction
for such Major Error until such Error Correction is provided.
(b) Moderate Errors. CIC shall, within 24 hours of the receipt of notice of any
Moderate Error, contact Licensee to verify such Moderate Error. Upon CIC's
verification of such Moderate Error, CIC will use its commercially reasonable
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efforts to provide a Workaround for such Moderate Error, CXC will provide an
Error Correction for such Moderate Error in the next scheduled maintenance
release of the Product.
(c) Minor Errors. Upon CIC's receipt of notice of a Minor Error and upon CIC's
verification of such Minor Error, CXC will initiate work to provide Error
Correction for such Minor Error in the next regular release of the Product.
C. Exclusions from Support Services. Support Services under this Appendix C
include Second Level Support for the Product. Support Services do not include
support for any failure or defect in the Product caused by any of the following:
1. the improper use, alteration, or damage of the Product by Licensee or xxxxxxx
other than CIC employees or consultants; or
2. modifications to the Products not made or authorized by CXC, unless such
modifications were made by a CIC employee, subcontractor, agent, or other third
party acting on behalf of CXC,
D. Updates and Upgrades. CXC will make Updates and Upgrades (as defined above)
available to Licensee from tine to time upon the completion of such Updates and
Upgrades.
E. Maintenance and Support Fees:
1. For maintenance and support anticipated by the provisions of this Appendix C
as delineated above, Licensee shall pay CXC an annual fee equal to 10% of the
license fees paid or due to CIC hereunder, due and payable with each quarterly
license payment. Additionally, Licensee shall reimburse CC for actual and
pre-approved travel, meals and lodging expenses incurred in providing on-site
maintenance and support hereunder. Such fees shall be paid within 15 days after
the date of receipt, by Licensee, of CIC's invoice together with . documentation
substantiating the hours worked and expenses incurred pursuant to this Section.
2. For maintenance and support outside of the scope of the Product's
specifications and not otherwise provided for herein, Licensee shall pay CXC
$200 per hour, plus actual and pre-approved travel, meals and lodging expenses.
Such fees shall be paid within 15 days after the date of receipt, by Licensee,
of CICs invoice together with documentation substantiating the hours worked and
expenses incurred pursuant to this Section,
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APPENDIX D
END-USER LICENSE AGREEMENT AND LIMITED WARRANTY
PLEASE READ THIS DOCUMENT CAREFULLY. THIS LICENSE GRANT TO YOU IS CONDITIONED
UPON YOUR ACCEPTANCE OF ITS TERMS. IF YOU DO NOT AGREE WITH ITS TERMS, YOU
SHOULD RETURN THE SOFTWARE AND ANY DOCUMENTATION.
1. License. The software, however delivered (the "Software"), and related
documentation ("Documents") are licensed to you by CIC. This License is not a
sale and except for the license granted below. CIC retains all right, title and
interest in and to the Software and Documents and any copies thereof. This
License allows you to use the Software and Documents on a single computer system
and make one copy of the Software hi machine-readable form for backup purposes
only. You must reproduce on such copy the C1C copyright notice and any other
proprietary legends that were on the original copy of the Software.
2. Restrictions. The Software contains copyrighted material, trade secrets, and
other proprietary information, and in order to protect them you may not reverse
engineer, disassemble, or otherwise reduce the Software to a human-perceivable
form except to the extent that it is unallowable to prohibit such acts under
applicable law. You may not modify, network, rent, lease, loan., sell,
distribute, or create derivative works based upon the Software or Documents in
whole or in part. You may not electronically transfer the Software from one
computer to another over a network, In addition, you may not remove, obscure, or
alter any proprietary rights or notices affixed or contained in the Software or
Documents. All tights not expressly granted are reserved by CIC or its
suppliers.
3. Termination. This License is effective until terminated. You may terminate
this License at any time by destroying the Software and all copies thereof. If
you fail to comply with any provision of this License, this License will
terminate immediately without notice from CIC and other legal remedies will
become available to CIC. Upon termination you must destroy the Software and all
copies thereof.
4. Export Law Assurances. You agree and certify that neither the Software nor
any other technical data received from CIC, nor the direct product thereof, will
be exported outside the United States except as pentitted by the laws and
regulations of the United States.
5. U.S. Government Restricted Rights. The Software and Documents are provided
with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government
and its agencies is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software
- Restricted Rights at 48 CFR 52.227-19 and successors thereof, as applicable.
Contractor/manufacturer is Communication Intelligence Corporation, 000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxx, XX 00000-0000.
6. Disclaimer of Warranty on Software. You expressly acknowledge and agree that
Use of the Software is at your sole risk. The Software and Documents are
provided "AS IS" and without warranty or condition of any kind and CIC AND ITS
SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY AND FITNESS FORA A PARTICULAR PURPOSE. NEITHER CIC OR ITS
SUPPLIERS WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE,
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NEITHER CIC OR ITS SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE
USE OR. THE RESULTS OP THE USE OF THE SOFTWARE OR DOCUMENTS N TERMS OF THER
CORRECTNESS, ACCURACY, RELIABUSY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION
OR ADVICE XXXX BY CIC, ITS SUPPLIERS OR A CIC AUTHORIZED REPRESENTATIVE SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE
SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CIC, ITS SUPPLIERS OR A GIG AUTHORIZED
REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICINGI REPAIR, OR
CORRECTION. SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7 Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL
GIG OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAJ.
DAMAGES OR RELIANCE THAT RESULT FROM THE USE OF OR INAUY TO USE THE SOFTWARE OR
RELATED DOCUMENTATION, EVEN IF CIC OP. A GIG AUTHORIZED REPRESENTATIVE HAVE BEEN
ADVISED OF TUE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME
STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LUVUTATION OR EXCLUSION
MAY NOT APPLY TO YOU.
In no event shall CIC's or its suppliers' total liability to you for all
damages, losses, and causes of action (whether in contract, tort (including
negligence), or otherwise) exceed the amount paid by you for the Software,
8. Controlling Law and Severability. This License shall be governed by and
construed in accordance wtih the laws of the State of California, except that
body of California law concerning conflicts of law. If for any reason a court of
competent jurisdiction finds any provision oP this License, or portion thereof,
to be unenforceable, that provision of the License shall be enforced to the
maximum extent permissible so as to effect the intent of the parties, and the
remainder of this License shall continue in full force and effect.
9. Complete Agreement. This License constitutes the entire agreement between the
parties with respect to the use of the Software and Documents and supersedes all
prior or contemporaneous understandings or agreements, written or oral,
regarding such subject matter. This License may not be modified nor any
provision waived unless such modification or waiver is in writing and signed by
an authorized CC representative
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APPENDIX E
OTHER OBLIGATIONS AND COMMITMENTS OF LICENSEE AND CC
A. OTHER OBLIGATIONS AND COMMITMENTS OF LICENSEE
1. Licensee shall submit quarterly minimal performance forecasts within 10
business days of the effective date hereof and within 10 business days from the
beginning of each quarter, so bag as the Agreement is effective.
B. OTHER OBLIGATIONS AND COMMITMENTS OF CIC
2. In the event that Licensee's per transaction fee to its customer(s) drops
below $0.05, CIC will negotiate in good faith to receive a royalty for each
transaction so affected.
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