Software License Agreement
Last Updated: January 10, 2026
Valeris Technologies, Inc. dba GoFixly
This "Software License Agreement" is entered into by and between Valeris Technologies, Inc., a North Carolina corporation doing business as GoFixly ("Licensor"), and the individual or entity accepting this Software License Agreement pursuant to Licensor's Order Form ("Licensee"). This Software License Agreement, together with any Order Form executed by Licensee and accepted by Licensor, and the then-current Privacy Policy and Website Terms and Conditions made available on Licensor's website at https://www.go-fixly.com and incorporated herein by reference (collectively, the "Agreement"), govern Licensee's access to and use of Licensor's software products.
This Agreement governs Licensee's installation and use of any software provided by Licensor pursuant to an Order Form, including without limitation mobile or desktop applications, downloadable files, scripts, instruction sets, and related documentation (collectively, the "Licensed Product"). Licensor and Licensee may be referred to herein individually as a "Party" and collectively as the "Parties."
BACKGROUND
A. Licensor has developed the Licensed Product for use in financial analytics.
B. Licensee wishes to obtain the rights to use the Licensed Product, and Licensor wishes to grant Licensee a license for such use under the terms and conditions set forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual promises set forth herein, Licensor and Licensee hereby agree as follows:
1. Definitions
Whenever used in this Agreement, the capitalized terms quoted below will have the meaning ascribed to them in this section.
(a) "Agreement" has the meaning first set forth in the preamble hereto.
(b) "Confidential Information" has the meaning set forth in Section 9 of this Software License Agreement.
(c) "Copy" or "Copies" means any reproduction of the Licensed Product or Enhancement pertaining thereto.
(d) "Enhancement" means a modification of the Licensed Product by Licensor which provides (a) a new capability, (b) an improvement in the efficiency of the Licensed Product, or a (c) correction.
(e) "Intellectual Property Rights" means all proprietary information, patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how, and trade secrets relating to the origin, design, manufacture, programming, operations, function, configuration, or service of the Licensed Product.
(f) "License Fees" means those amounts specified and set forth in the Order Form.
(g) "Licensed Documentation" means all written materials supplied by Licensor and related to the Licensed Product.
(h) "Licensed Product" has the meaning first set forth in the preamble, together with all Enhancements thereof supplied by Licensor, and all permitted Copies of the foregoing.
(i) "Licensed Seat" means the right granted to a single, uniquely identified individual user to access and use the Licensed Product on behalf of Licensee, as specified on the applicable Order Form. Each Licensed Seat may be used by only one individual at a time and may not be shared or concurrently used by multiple individuals.
(j) "Major Enhancement" means a version of the Licensed Product which contains new features or substantially improved functions from those contained in the Original Licensed Product.
(k) "Object Code" means machine readable computer programs.
(l) "Order Form" means the form, regardless of name, title, format or media, through and pursuant to which the Licensee subscribes to the Services. For the sake of clarity, Licensee may have more than one Order Form.
(m) "Original Licensed Product" means the first edition of the Licensed Product delivered by Licensor to Licensee pursuant to this Software License Agreement.
(n) "Privacy Policy" means that certain privacy policy governing Licensor's collection, use, disclosure, and processing of certain information collected in connection with Licensee's access to and use of the Licensed Product and Licensor's website, made available at /privacy-policy, and as may be updated by Licensor from time to time. Any such updates shall be effective upon posting on Licensor's website. Licensee's continued access to or use of the Licensed Product or Licensor's website following such posting constitutes acceptance of the updated Privacy Policy. For the avoidance of doubt, this Software License Agreement shall control in the event of any inconsistency between this Software License Agreement and the Privacy Policy
(o) "Software License Agreement" has the meaning set forth in the preamble hereto.
(p) "Source Code" means the plain text, readable computer programming code, associated procedural code, and supporting documentation for the Original Licensed Product and any Enhancements pertaining thereto.
(q) "Third Party Materials" means third-party software, data, content, equipment, or hardware not provided by Licensor.
(r) "Website Terms and Conditions" means those certain terms and conditions governing Licensee's access to and use of Licensor's website, as made available at /terms-of-use, as may be updated by Licensor from time to time. Any such updates shall be effective upon posting on Licensor's website. Continued use of Licensor's website following such posting constitutes acceptance of the updated Website Terms and Conditions. For the avoidance of doubt, the Website Terms and Conditions govern only Licensee's use of Licensor's website and do not modify or amend this Software License Agreement, which shall control with respect to the Licensed Product.
2. Grant of License
(a) Usage
Licensee must use the Licensed Product (i) only in a manner and for the purposes for which the Licensed Product was designed and (ii) only for Licensee's sole and exclusive benefit. Licensee shall not change the user of the Licensed Seat without the prior written consent of Licensor. All uses not permitted under this Section 2 are prohibited. By way of example and without limitation, Licensee may not: (I) disassemble, decompile, reverse engineer, or modify the Licensed Product; (II) examine the Licensed Product with debugging, memory inspection, or disk inspection tools; (III) rent or sublicense the Licensed Product; (IV) permit use of the Licensed Product by a person who is not the holder of the Licensed Seat; (V) transmit an electronic Copy of the Licensed Product by any means; or (VI) use the Licensed Product in the operation of a service bureau or time sharing arrangement, or to provide outsourcing services.
(b) Ownership
As between Licensor and Licensee, Licensor retains all right, title, and interest in and to the Licensed Product, the Licensed Documentation, and any Copies thereof, in any form or medium, including all Intellectual Property Rights therein. This Software License Agreement grants Licensee a limited license to use the Licensed Product in accordance with its terms and does not constitute a sale of the Licensed Product or any Intellectual Property Rights therein.
(c) Intellectual Property
All Intellectual Property Rights in and to the Licensed Product are retained by Licensor, and all Intellectual Property Rights in any Third-Party Materials are retained by the applicable third-party licensors. Except for the limited rights expressly granted to Licensee under this Agreement, no rights are granted by implication, estoppel, or otherwise.
Licensee shall not use the name, trademarks, service marks, or logos of Licensor, any licensor of Third-Party Materials, or the Licensed Product or Third-Party Materials for any commercial purpose, advertising, promotional materials, or public statements without the prior written consent of the applicable rights holder, and as to Licensor, such consent may be granted or withheld in its sole discretion.
Licensee shall not remove, deface, or destroy any copyright, patent notices, trademarks, service marks, proprietary markings, or confidential legends appearing on or within the Licensed Product, the Licensed Documentation, any Third-Party Materials, or any copies thereof.
(d) Enhancements
Subject to Licensee's timely payment of the License Fees and all other fees and amounts due and owing Licensor under this Software License Agreement, Licensor may, in its sole discretion, provide Enhancements.
(e) Enhancements Remain Licensor Property
Enhancements are the property of Licensor and are licensed to Licensee subject to the terms and conditions of this Software License Agreement and, upon release, become a part of the Licensed Product and the Licensed Product, as the case may be.
3. Charges and Payment
(a) License Fees; Free Trial Period
As consideration for the licenses granted under this Software License Agreement, Licensee shall pay Licensor the License Fees. Licensee shall not permit use of the Licensed Product in excess of the number of Licensed Seats purchased. Licensor may, in its discretion, permit Licensee access to the Licensed Products pursuant to a Free Trial, subject to the terms set forth in the applicable Order Form and this Software Agreement.
(b) Audit of Use
During the Term of this Software License Agreement and for a period of two (2) years thereafter, Licensor shall have the right, upon at least ten (10) business days' prior written notice and no more than once in any twelve (12) month period, to audit Licensee's books, records, systems, and use of the Licensed Product solely to verify Licensee's compliance with the terms of this Software License Agreement, including the scope of the license granted herein. Any such audit shall be conducted during normal business hours and in a manner reasonably designed to minimize disruption to Licensee's business.
If any audit reveals that Licensee has used the Licensed Product in excess of the number of Licensed Seats purchased or otherwise in excess of the rights granted under this Software License Agreement, Licensee shall promptly (i) pay to Licensor all applicable license fees for such excess use for the full period during which such excess use occurred (or, if such period cannot be reasonably determined, for the maximum period permitted by law), and (ii) reimburse Licensor for the reasonable costs and expenses of the audit. In addition, if the audit reveals an underpayment or unauthorized use exceeding five percent (5%) of the license fees that should have been paid during the applicable period, Licensee shall pay interest on all unpaid amounts at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if less), calculated from the date such amounts were originally due.
The rights set forth in this section are in addition to Licensor's rights under this Software License Agreement, subject to the limitations and exclusions of liability set forth herein.
(c) Payment
The applicable payment of License Fees and subscription renewals shall be set forth in the Order Form.
(d) Interest on Late Payments
All fees and amounts due to Licensor and not paid when such amounts are due and payable shall bear interest at the lesser of one and one half percent (1.5%) per month or the maximum rate of interest allowable by law.
4. Technical Assistance
Licensor may, but is under no obligation to, provide technical assistance or support services to Licensee in connection with the installation or use of the Licensed Product ("Support"). Any Support that Licensor elects to provide shall be provided solely at Licensor's discretion, on an as-available basis, and may be modified, limited, suspended, or discontinued at any time.
Any Support provided by Licensor shall, if at all, be limited to remote assistance and shall not include on-site support, system administration, data recovery, customization, integration services, or support for issues arising from (i) modifications not made by Licensor, (ii) Third Party Materials, or (iii) use of the Licensed Product outside the scope of this Software License Agreement.
Licensor does not warrant or guarantee any response times, resolution times, availability, or continuity of Support. The provision or non-provision of Support shall not be deemed to create any service level commitments, maintenance obligations, uptime guarantees, or other ongoing duties. Any enhanced support, maintenance services, or service level commitments must be expressly set forth in a separate written agreement executed by the Parties.
5. Licensee's Representations and Warranties
(a) Compliance with Terms
Licensee shall monitor the Licensed Product and ensure that it is used only in compliance with the terms of this Software License Agreement. Licensee shall be responsible and liable for any and all non-compliance with this Software License Agreement by Licensee or by any other person or entity who obtains access to the Licensed Product through Licensee.
(b) Suitability of Licensed Product
Licensee represents and warrants that it shall evaluate, test, and examine the Licensed Product and determine independently that the Licensed Product is suitable for the use intended by this Software License Agreement. Licensee assumes all responsibility and risk of selection, installation, use, efficiency, and suitability of the Licensed Product, and subject to the provisions of Sections 6 and 7, Licensor shall have no liability therefor.
(c) Third Party Material
Licensee represents and warrants that it has obtained all rights, licenses, consents, and permissions necessary to use any Third Party Materials in connection with the Licensed Product. Licensee shall be solely responsible for the use of any Third-Party Materials and for ensuring that such use does not violate, misappropriate, or infringe any intellectual property, proprietary, contractual, or other rights of any third party, or any applicable law.
Licensor shall have no responsibility or liability with respect to any Third-Party Materials or Licensee's use thereof, and Licensor makes no representations or warranties regarding the compatibility, legality, or non-infringement of any Third-Party Materials. Any claims, damages, losses, or liabilities arising from Licensee's use of Third-Party Materials shall be the sole responsibility of Licensee.
(d) Licensee's Responsibility
Licensee shall be solely responsible for the supervision, management, and control of its access to and use of the Licensed Product and shall assume all risk associated therewith. Without limiting the foregoing, Licensee is responsible for (i) ensuring proper configuration, security, and operation of all equipment, devices, and environments used in connection with the Licensed Product; (ii) establishing and maintaining adequate operating methods, procedures, and controls; and (iii) implementing and enforcing policies and safeguards sufficient to satisfy its obligations under this Software License Agreement, including preventing unauthorized access to, misuse of, copying, modification of, or disclosure of the Licensed Product by Licensee or any of its employees, contractors, agents, or other persons granted access by Licensee.
6. Limited Warranty
(a) Limited Warranty
Licensor represents that it has the legal right to license the Licensed Product to Licensee as provided under this Software License Agreement.
(b) No Other Express or Implied Warranties
EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THIS SOFTWARE LICENSE AGREEMENT, THE LICENSED PRODUCT IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED PRODUCT OR RESULTS OF THE USE THEREOF WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE OR SYSTEM. LICENSEE ACKNOWLEDGES THE LICENSED PRODUCT MIGHT BE SUBJECT TO OCCASIONAL DELAYS, INTERRUPTIONS, AND OTHER ISSUES INHERENT TO SOFTWARE AND NETWORKED COMPUTING ENVIRONMENTS, AND THAT THE LICENSED PRODUCT MAY CONTAIN DEFECTS AND/OR MAY NOT OPERATE UNINTERRUPTED OR ERROR FREE. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS NOT ENTERED INTO THIS SOFTWARE LICENSE AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS OR PROMISES NOT EXPRESSLY SET OUT HEREIN.
(c) Limitation of Liability
(i) No Indirect Damages
LIABILITY ARISING UNDER THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES. LICENSOR SHALL NOT BE LIABLE TO LICENSEE FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(ii) Liability Cap
LICENSOR'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS SOFTWARE LICENSE AGREEMENT, INCLUDING ANY OBLIGATIONS TO DEFEND, INDEMNIFY, OR HOLD HARMLESS AND ALL RELATED COSTS AND EXPENSES, SHALL NOT EXCEED IN THE AGGREGATE (A) THE TOTAL AMOUNT OF THE ANNUALIZED LICENSE FEES PAID OR PAYABLE TO LICENSOR AT THE TIME OF THE EVENT GIVING RISE TO THE CLAIM; OR (B) WITH RESPECT TO ANY FREE TRIAL, ONE HUNDRED DOLLARS IN THE AGGREGATE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. MULTIPLE CLAIMS SHALL NOT EXPAND ANY OF THE LIMITATIONS SET FORTH IN THIS SECTION 6.
(iii) Exceptions
Notwithstanding the foregoing, nothing in this Software License Agreement excludes or limits Licensor's liability for (a) death or personal injury to the extent caused by Licensor's negligence; (b) Licensor's fraud or fraudulent statements; or (c) any liability for which the governing law of this Software License Agreement prohibits the exclusion or limitation of liability.
(d) Allocation of Risk
This Section 6 of this Software License Agreement allocates the risks under this Software License Agreement between Licensor and Licensee. Licensor's License Fees reflect this allocation of risk and the warranties, limitation of warranties, and limitation of liability in this Section 6.
7. Indemnity
(a) Indemnity by Licensee
Licensee shall be solely responsible for, and shall indemnify, defend, and hold Licensor free and harmless from all damages, liabilities, charges, and expenses (including reasonable attorneys' fees) from all claims, lawsuits, or other proceedings arising out of or relating to (i) Licensee's use of the Licensed Product in a manner not permitted by this Software License Agreement, not permitted by Licensor, or not in conformance with Licensor written requirements, (ii) the acts or omissions of Licensee, its employees, and agents and all persons or entities who have access through Licensee to the Licensed Product, (iii) any breach or claimed breach by Licensee of its representations, warranties, and/or obligations under this Software License Agreement, or (iv) relating to an infringement of any right resulting in any way from the use of the Licensed Product with other software or materials not licensed to Licensee by Licensor.
(b) Indemnity by Licensor
Licensor shall indemnify and hold harmless Licensee from any final, non-appealable judgment or court-approved settlement holding that the Licensed Product, as provided by Licensor and used in accordance with this Software License Agreement, infringes a valid United States patent, copyright, trade secret, or other proprietary right.
This indemnity is conditioned upon Licensee (i) providing Licensor with prompt written notice of the claim (provided that failure to give timely notice shall relieve Licensor of its obligations only to the extent materially prejudiced), and (ii) providing reasonable cooperation and information at Licensor's expense. Notwithstanding anything to the contrary, Licensor's indemnification obligations under this Section 7(b) are subject to the limitations of liability set forth in Section 6, including the liability cap, and do not include any obligation on the part of Licensor to defend Licensee in any legal proceeding.
Licensor shall have no obligation under this section to the extent a claim arises from: (I) modifications to the Licensed Product not made by Licensor; (II) combination of the Licensed Product with products, software, data, or services not provided by Licensor; (III) use of the Licensed Product outside the scope of this Software License Agreement; or (IV) Licensee's failure to implement updates or modifications provided by Licensor to avoid infringement.
This section states Licensee's sole and exclusive remedy and Licensor's entire liability for any claim of intellectual property infringement.
8. Termination and Default
(a) Termination by Licensor
Licensor may terminate this Software License Agreement and the licenses granted to Licensee under this Software License Agreement upon the occurrence of any of the following events:
(i) Licensee attempts to transfer title to or possession of the Licensed Product without Licensor's prior written consent;
(ii) Licensee breaches any material obligation of Licensee under this Software License Agreement and such breach is not cured within thirty (30) days of Licensee's receipt of written notice thereof from Licensor;
(iii) Licensee becomes insolvent, or is adjudicated a bankrupt, or voluntarily seeks protection under any bankruptcy or insolvency law; or
(iv) Licensee makes an assignment of its assets for the benefit of creditors or any arrangement with its creditors.
(b) Free Trial; Term; Renewal
(i) Free Trial. Licensor may, in its sole discretion, provide Licensee access to the Licensed Product pursuant to a Free Trial. During the Free Trial, Licensee may access and use the Licensed Product solely for evaluation purposes, subject to the terms and conditions of this Software License Agreement. The Free Trial Period does not constitute an Initial Term or Renewal Term (as defined below) unless and until Licensee enrolls in a paid subscription plan. In order to continue accessing the Licensed Product following the expiration of the Free Trial, Licensee must, prior to the end of the Free Trial, convert to their selected paid subscription plan (monthly or annual) and provide a valid payment method. If Licensee does not convert to the paid subscription plan before the expiration of the Free Trial, Licensee's access to the Licensed Product shall automatically terminate without further notice.
(ii) Term and Renewal. If Licensee enrolls in a paid subscription plan during the Free Trial, this Software License Agreement shall continue in effect for the initial license term specified in the applicable Order Form (the “Initial Term”), which shall commence immediately upon expiration of the Free Trial Period. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of the same duration as the Initial Term (each, a “Renewal Term”), whether monthly or annual as specified in the applicable Order Form, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. Each Renewal Term shall be subject to Licensor's then-current pricing and terms, unless otherwise expressly set forth in the applicable Order Form, and shall be effective only upon Licensee's timely payment of the applicable renewal License Fees.
(iii) No Access After Conclusion of Free Trial. Licensee shall be provided with log in access in order to select a paid subscription plan using the Order Form.
(iv) No Access After Conclusion of Free Trial. Licensee shall not have the ability to download or otherwise retain any reports, presentations, or other data, content, or materials uploaded to or generated within the Licensed Product during the Free Trial. Absent a conversion to a paid subscription, Licensee will not have access to the Licensed Product or any such data, content, or materials. Licensor shall have no obligation to retain, export, or provide access to any data following termination of the Free Trial, and such data may be permanently deleted in Licensor's sole discretion.
(c) Post-Termination and Post-Expiration Provisions
Upon the termination or expiration of this Software License Agreement or any applicable license granted hereunder, for any reason:
(i) Licensee shall immediately cease all further access to and use of the Licensed Product, in whole or in part, in all forms and in all environments. At Licensor's election, Licensee shall either (I) surrender and deliver to Licensor the Licensed Product and all copies thereof, or (II) permanently destroy all copies of the Licensed Product, including any backup or archival copies, and certify such destruction in writing to Licensor. Licensee shall provide written certification of such return or destruction, executed by an officer of Licensee, within thirty (30) days following such termination or expiration.
(ii) Licensee shall promptly pay all fees and other amounts accrued and payable to Licensor as of the effective date of termination or expiration.
(iii) In the event such termination results from a breach or threatened breach of this Software License Agreement by Licensee, Licensor shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.
(iv) Licensee shall promptly return or destroy all Confidential Information of Licensor in its possession or control, in accordance with this Software License Agreement.
(d) Equitable Relief
Licensee acknowledges and agrees that there may be no adequate remedy at law for their failure to comply with any of the material terms and conditions of this Software License Agreement, including, without limitation, their failure to cease the use of the Licensed Product upon termination of the license or a breach of the confidentiality provisions of Section 9, and Licensee agrees that, in the event of any such failure, Licensor shall be entitled to equitable relief by way of temporary restraining order, temporary injunction and permanent injunction and such other and further relief as any court of competent jurisdiction may deem proper.
(e) Survival
The provisions of this Software License Agreement which by their sense and context should survive any termination or expiration of this Software License Agreement, shall survive termination of this Software License Agreement and shall remain binding on the Parties.
9. Confidentiality
(a) As used in this Software License Agreement
The term "Confidential Information" means all non-public information, including, but not limited to, the trade secrets and know-how of Licensor, the Licensed Product (including its Object Code, structure and non-public functionality), this Software License Agreement, any Order Form and all matters discussed relating to this Software License Agreement, any information marked "confidential" or "proprietary,” any non-public information (even if not marked) that by its context or underlying circumstances a reasonable person would consider proprietary or confidential; provided, however, Confidential Information shall not mean any information that:
(i) is known to Licensee at the time of disclosure by Licensor;
(ii) is developed independently by the Licensee without use of the Licensor's Confidential Information;
(iii) is within, or later falls within, the public domain without breach of this Software License Agreement by Licensee;
(iv) is publicly disclosed with written approval of Licensor; or
(v) becomes lawfully known or available to Licensee without restriction from a source having the lawful right to disclose the information without breach of this Software License Agreement by Licensee.
(b) Disclosure of Confidential Information.
In the event Licensee is legally requested or compelled in any form to disclose any of Licensor's Confidential Information, Licensee, unless prohibited by applicable law, shall provide Licensor with prompt written notice of such request, so that Licensor may seek a protective order or pursue other appropriate remedies to protect the confidentiality of its information. If such protective order or other remedy is not obtained, Licensee will furnish only that portion of the Confidential Information which Licensee, upon the opinion of its counsel, is legally required to furnish. Licensee will reasonably assist Licensor in its efforts to obtain a protective order or other remedies to protect or limit the disclosure of the information subject to the request.
(c) Unauthorized Disclosure of Licensed Product
Licensee acknowledges and agrees that any unauthorized disclosure, distribution, or making available of the Licensed Product to any third party in violation of this Software License Agreement constitutes a material breach of this Software License Agreement. Upon any such breach, Licensor may immediately terminate this Software License Agreement and all licenses granted hereunder without notice, in addition to pursuing any other remedies available under this Software License Agreement or at law or in equity, including injunctive or equitable relief. Licensee shall be liable for all damages suffered by Licensor as a result of such unauthorized disclosure, subject to the limitations of liability set forth in this Software License Agreement.
10. General
(a) Relationship of the Parties
The Parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the Parties. Neither Party shall have the right to obligate or bind the other Party in any manner to any third party.
(b) Assignment/Sublicense
Licensee shall not, directly or indirectly, by operation of law or otherwise, transfer or assign the Licensed Product or this Software License Agreement, or transfer, assign, or sublicense any license rights granted hereunder, in whole or in part, without having secured the prior written consent of Licensor, which consent shall be at Licensor's sole discretion. Any attempted assignment in violation of this Section (b) shall be void.
(c) Notices
All notices required or permitted under this Software License Agreement shall be in writing and shall be deemed given (i) by Licensor, when sent by email to the email address designated by Licensee in the applicable Order Form, or (ii) by Licensee, when sent to support@go-fixly.com.
Licensee is responsible for updating its email address as necessary.
(d) Export Controls
Each Party to this Software License Agreement acknowledges its obligations to control access to Technical Data (as defined by the U.S. Department of Commerce, Office of Export Administration) under the U.S. Export Control Laws and Regulations and agrees to adhere to all applicable U.S. Export Control Laws and Regulations with regard to any Technical Data received under this Software License Agreement.
(e) Compliance with Laws
Licensee shall comply with all applicable state, federal, and local laws, executive orders and regulations in the performance of its obligations under this Software License Agreement.
(f) Headings
The headings and captions appearing in this Software License Agreement have been inserted for the purposes of convenience and ready reference only, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain.
(g) Form
Where the context so admits, words and expressions appearing in the singular in this Software License Agreement may be interpreted in the plural, and vice versa.
(h) Integration
Licensee acknowledges and agrees that Licensee's access to and use of the Licensed Product, Licensor's website, and any related services are subject to Licensor's then-current Privacy Policy and Website Terms and Conditions, each as made available on Licensor's website and incorporated herein by reference. In the event of any conflict between this Software License Agreement and the Privacy Policy or Website Terms and Conditions, this Software License Agreement shall control with respect to the Licensed Product.
(i) Modification or Amendment
No modification to, amendment of, or other change in this Software License Agreement shall be binding on either Party unless it is in writing and signed by authorized representatives of both Parties. Notwithstanding the foregoing, Licensor may update the Privacy Policy and Website Terms and Conditions, and such updates shall not be deemed an amendment to this Software License Agreement.
(j) Waiver
No waiver of any provision of this Software License Agreement shall be effective unless made in writing and signed by the waiving Party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Software License Agreement.
(k) Force Majeure
Neither Party shall be liable for any failure or delay in the performance of its obligations under this Software License Agreement (other than obligations to pay amounts due) to the extent such failure or delay is caused by events beyond its reasonable control and without its fault or negligence, including, without limitation, acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, riot, civil unrest, labor disputes or shortages, governmental orders or regulations, failures of utilities or telecommunications networks, cyber incidents, or failures of third-party hosting or infrastructure providers (each, a "Force Majeure Event").
The affected Party shall promptly notify the other Party of the occurrence of a Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Software License Agreement upon written notice to the other Party, without further liability, except for payment obligations accrued prior to the Force Majeure Event.
(l) Fees and Expenses
If Licensor enforces this Software License Agreement or any of its terms, or defends any claim arising out of or relating to Licensee's breach of this Software License Agreement, Licensor shall be entitled to recover from Licensee all reasonable costs, expenses, and attorneys' fees incurred in connection therewith, to the extent Licensor is the prevailing party.
(m) Counterparts
This Software License Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.
(n) Authority to Contract
Each Party represents that it has the full power and authority to enter into this Software License Agreement and to convey the rights herein conveyed.
(o) Dispute Resolution
The Parties agree to resolve any dispute, claim or controversy arising out of relating to this Software License Agreement as follows:
(i) If the Parties are unable to agree upon a resolution of any issue relating to this Software License Agreement within thirty (30) days, then the Parties shall select a single impartial arbitrator to conduct a final and binding arbitration with respect to the dispute in accordance with the Commercial Arbitration Rules of the American Arbitration Association, or any generally recognized successor organization. If the Parties are unable to agree on the selection of a single arbitrator, each shall choose an arbitrator, each of which shall agree on a selection of a third arbitrator, and the three arbitrators thus selected shall resolve the dispute as herein provided. The arbitrator(s) selected in accordance with this section, shall have, to the extent practicable, substantial experience in the business, financial or legal issues which are the subject of, or implicated in the dispute. The Parties consent to a single, consolidated arbitration for all disputes for which arbitration is permitted. Any arbitration under this section shall be conducted in Charlotte, North Carolina.
(ii) The Parties shall utilize their commercially reasonable efforts to conclude any arbitration within ninety (90) days after the demand for arbitration has been submitted to the American Arbitration Association.
(iii) Each Party shall be permitted to present its case, witnesses and evidence, if any, in the presence of the other Parties. A written transcript of the proceedings shall be made and furnished to the Parties. Except as otherwise expressly provided herein, the arbitrator(s) shall determine the dispute in accordance with the substantive, procedural and evidentiary laws of the State of North Carolina, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable, and shall strictly apply this Software License Agreement according to its specific terms; provided, however, that any award of the arbitrator(s) may not exceed the remedies available to the prevailing party had the dispute been litigated in a state or federal court sitting in the State of North Carolina. The arbitrator(s) (in the event of a panel of three arbitrators, a majority of the panel) shall render a written award on the dispute by majority vote accompanied by a reasoned written decision as soon as practicable after the closing of the arbitration and in any event not more than ninety (90) days after closing of the arbitration.
(iv) The Parties agree to be bound by any award or order resulting from any arbitration conducted hereunder and further agree that:
I. any payment of a monetary award shall be made through a bank selected by the recipient of such award, free of any withholding tax or other deduction, offset or reduction unless otherwise required by law;
II. in the context of an attempt by any Party to enforce an arbitral award or order, any defenses relating to the Parties' capacity or the validity of this Software License Agreement or any related agreement under any law are hereby waived;
III. judgment on any award or order resulting from an arbitration conducted under this section may be entered and enforced in any court having jurisdiction thereof or having jurisdiction over any of the Parties or any of their assets;
IV. except as expressly permitted by this Software License Agreement, no Party will commence or voluntarily participate in any court action or proceeding concerning dispute hereunder, except for enforcement as contemplated herein;
V. the arbitrator(s) shall direct that the costs of any arbitration, including the fees and expenses of the arbitrator(s) and reasonable external attorneys' and accountants' fees and costs of the prevailing party, shall be paid solely by the non-prevailing party.
VI. JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
VII. CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES, CLAIMS AND CONTROVERSIES ARISING OUT OF RELATING TO THIS SOFTWARE LICENSE AGREEMENT, THE LICENSED PRODUCT OR ANY ORDER FORM SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION.
THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO HEAR OR ADJUDICATE ANY CLASS, COLLECTIVE, REPRESENTATIVE OR CONSOLIDATED CLAIM, OR TO AWARD RELIEF TO ANY PERSON OR ENTITY OTHER THAN THE INDIVIDUAL PARTY TO THE ARBITRATION.
IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THEN SUCH CLAIM SHALL BE SEVERED AND BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION AND ALL REMAINING CLAIMS SHALL BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS.
(p) Severability
If any provision of this Software License Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Software License Agreement that can be given effect without the invalid or unenforceable provision, and this Software License Agreement shall be construed as if said invalid or unenforceable provision had not been contained herein.
(q) Negotiation
This Software License Agreement is the result of negotiation between the Parties and, accordingly, shall not be construed more strongly for or against either Party regardless of which Party was more responsible for the preparation of this Software License Agreement or any portion thereof.