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This Apizeal License Agreement (the “Agreement”), effective as of the Effective Date governs the limited license to use the Product (as defined below) granted to the agent listed on Exhibit A (“Agent”) with principal offices and authorized locations located at the applicable addresses listed under Agent’s My Agency tab on the Apizeal website or such other location as may be designated by Apizeal and in each case as may be amended by Apizeal from time to time in its sole discretion (“Exhibit A”), and by Apizeal LLC, a Florida limited liability company with principal offices located in Orlando, FL. (“Apizeal” and together with Agent, are referred to herein collectively as the “Parties” and individually, a “Party”).

Background

  • Apizeal has developed and owns software solutions, including but not limited to Apizeal Insurance Management System (“Product”).
  • Agent desires to subscribe to and use or make available for use the Product.

In consideration of the mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The Product

1.1.  Access to the Product. Agent shall not, and shall ensure that its affiliates and their respective employees, representatives and agents do not directly or indirectly in whole or in part reverse engineer, copy, modify, translate, decompile, create a derivative work of, reverse assemble or otherwise attempt to discover any source code, sell, assign, rent, lease, convey, or sublicense the Product or any Apizeal Intellectual Property, or disclose or disseminate any software code or other proprietary elements of the Product or any Apizeal Intellectual Property or any portion thereof. For the avoidance of doubt, any attempt to view, copy, store, or disassemble the object code of the Product is unauthorized and will result in immediate termination of Agent’s rights hereunder, if any. Agent shall have no access, or right, to any source code relating to the Product. From time to time and at the sole discretion of Apizeal, the Product may be modified and Apizeal may include additional conditions, features and modifications.

1.2.  Agent Requirements. Agent shall, at its sole expense, provide, configure and be responsible for the proper functioning of Internet connectivity at levels recommended by Apizeal, hardware, systems software, and other applications software during the Term for proper functioning of the Product.

1.3.  Ownership. Apizeal at all times is, and shall continue to be, the sole and exclusive owner of all Intellectual Property and other proprietary rights and interests in and to the Product, including all software code and other functional components thereof. This Agreement is not a royalty- bearing contract or sale and does not convey, and Agent acknowledges and agrees that Agent neither has nor at any time shall attempt to claim, any interest in or to the Product or any Intellectual Property related to any of the foregoing or the use thereof other than any access expressly granted in this Agreement. Agent shall have no right to access or review any code used or embedded in the Product. In the event that Apizeal is required to use or access Agent Intellectual Property for proper functioning of the Product, Agent hereby grants to Apizeal permission to configure the Product to access and use Agent Intellectual Property for the purpose of fulfilling its obligations hereunder.

1.4.  Agent Materials. Nothing herein shall be construed to grant any right or license to Apizeal in or to any content, trademark, service mark or other material provided to Apizeal hereunder by Agent (“Agent Materials”), other than the right to use including without limitation the right to edit, remove, and delete such material in connection with the functionality of Product and in each case in Apizeal’s sole discretion in order to allow Apizeal to meet its obligations hereunder. All of the Agent Materials shall remain the property of Agent.

2. Term and Termination

2.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue thereafter until the termination or expiration, as applicable, of the Product Term for the Product, as may be amended from time to time by the Parties, in writing (the “Term”).

2.2. Product Term. The Product Term for a Product includes the Initial Product Term for such Product and any Product Renewal Term for such Product. For the avoidance of doubt, the Product Term is the period of time during which the Agent or an authorized End User shall be authorized to use the applicable Product pursuant to a limited license granted hereunder.

2.3. Initial Product Term. The period of the Initial Product Term for each Product is identified during the applicable Product registration process. The Initial Product Term for a Product begins on the applicable Product Effective Date for such Product.

2.4. Product Renewal Term. Following the Initial Product Term, the Product Term for the Product shall automatically renew for an additional term of the same period as the Initial Product Term (each such additional term, a “Product Renewal Term”) unless either Party terminates the Product Term prior to the expiration of the then-current Initial Product Term or Product Renewal Term. Apizeal has the right to adjust the Subscription Fee and other fees or prices for the Product. Provided however, that should Apizeal increase any fee or price for such Product, Agent shall have the right to terminate the agreement, except for obligations incurred prior to the effective date of such fee or price increase, without further obligation.

2.5. Termination. Notwithstanding Section 2.1 above and in addition to any other termination rights hereunder, this Agreement may be terminated by either Party for cause, upon receipt of a written notice from the aggrieved Party, in the event the other Party: (i) materially breaches this Agreement; (ii) recklessly or willfully violates applicable law; (iii) files a voluntary petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it; or (iv) is declared insolvent, makes an assignment for the benefit of creditors, appoints a receiver, conservator, or trustee to operate its business, or liquidates all or substantially all of its business assets, or the equivalent of any of the foregoing in this Section 2.5(iv). The Party terminating this Agreement for cause shall give the other Party prior written notice specifying the nature of all such alleged breaches. Termination for material breach under Section 2.5(i) above shall take effect on the sixtieth (60th) day following receipt of a written notice from the other Party, unless the other Party prior thereto fully corrects the breaches set forth in the written notice. Notwithstanding anything to the contrary contained herein, Apizeal may in whole or in part terminate or suspend access to the Product and this Agreement at any time, for convenience immediately upon notice to Agent, without further obligation.

3. Confidentiality

3.1. Agent acknowledges that it may receive confidential information from Apizeal, including any and all information and know-how related directly or indirectly to the Apizeal business or its products or that the Agent knows or should know is not publicly available, including without limitation business plans, marketing plans and procedures, strategies, proposals and budgets, financial information and forecasts, Intellectual Property and other information that constitutes proprietary or trade secret information belonging Apizeal or its licensors (“Confidential information”). Agent shall not use or disclose the confidential information except in connection with, and as contemplated by, this Agreement. Agent shall use at least the same degree of care to avoid disclosure or unauthorized use of confidential information as it employs with respect to its own most confidential and proprietary information, but at all times shall use at least reasonable care. Agent shall not have any obligation of confidentiality with respect to any information that (i) is already known to Agent at the time the information is received from Apizeal, as proven by prior documents or records of Agent; (ii) is or becomes publicly known through no wrongful act of Agent; or (iii) is rightfully received by Agent from a third party without restriction. The obligations of confidentiality and limitation of use shall survive the termination of this Agreement.

3.2. If the Parties have, as of the date of this Agreement, entered into, or if the Parties do enter into subsequent to the date of this Agreement, any other agreement addressing the treatment of Confidential Information as between the Parties, this Agreement shall in no event be deemed to narrow the scope or extent of protection otherwise provided to Apizeal in respect of its Confidential Information.

4. Data and Data Security

4.1. Data Security. Apizeal may use, disclose or access Agent Data without limitation as authorized by Agent and as desired by Apizeal to support the Product, improve the Product, develop and improve new or additional products, improve or study its internal business operations, to comply with law, and for any other purpose that Apizeal may later notify Agent. Apizeal shall implement commercially reasonable controls and procedures to limit access or use by its employees and contractors to Agent Data except as permitted by the preceding sentence. Apizeal, however, makes no representations or warranties with regard to Apizeal’s or any third party’s compliance with laws, standards or use of other data security controls. Consistent with the foregoing, Agent understands that, with certain exceptions, Apizeal support personnel and other third parties may have access to Agent Data.

4.2. Agent’s Data Security. Agent represents that Agent’s performance of its obligations hereunder and use of the Product, and Apizeal’s use of Agent Data complies with all applicable laws, governmental and industry regulations, and agreements Agent may be subject to, and that Agent has obtained all required permissions and consents required by applicable law or agreement for the collection and related use of all Agent Data, and that any Agent’s website includes a privacy policy in accordance with applicable laws.

5. Fees and Payment

5.1. Fees. Agent agrees to pay Apizeal the applicable fees for the Product and other products and services selected during the Product registration process or as otherwise agreed by the Parties and in each case consistent with Apizeal’s then current fees for such Product or products and the applicable Product or product features. All fees and costs shall be exclusive of any taxes, however designated, levied or based upon the Product or other products and services. In the event that a Product or Product feature is added or removed, the applicable fees for the applicable invoice period shall be calculated by Apizeal in accordance with Apizeal’s then current invoice and billing practices. For the avoidance of doubt and for the purpose of this Section 5, the fees received by Apizeal or its affiliates for any Product, Product feature, or service, if any, shall be earned by Apizeal on the applicable Product Effective Date and shall not be allocated pro-rata upon. Without limiting any of its rights herein and without creating any obligations hereunder, Apizeal may in its sole discretion offer and rescind promotions and incentives with or without notice, provided however that such actions are in compliance with applicable law. Apizeal may verify credit card authorization prior to charging the credit card on file. Certain banks may indicate this card authorization on your credit card statement by charging and then refunding an amount, which is typically between $0 and $1 depending on the applicable bank (each an “Authorization Charge”). Apizeal will not retain any Authorization Charge. For the avoidance of doubt, any Authorization Charge will be refunded.

5.2. Payment Terms. Unless otherwise specified in writing by Apizeal, Apizeal will invoice the Agent periodically for the applicable Subscription Fee, related expenses, and applicable taxes. Agent will pay all invoiced amounts on or before the applicable invoice date (the “Due Date”). Agent will pay Apizeal simple interest on all overdue payments at a rate of 5% per year. Interest is calculated from the date payment was due until the date payment, including accumulated interest, is made in full. Without limiting Apizeal’s rights hereunder and for the avoidance of doubt, in the event that any invoice payment is not immediately received by Apizeal, Apizeal may without notice, immediately suspend further work and terminate Agent’s and any related End User’s access to any or all Product or other products purchased or otherwise licensed from or through Apizeal hereunder or through any separate agreement between the Parties, and may suspend or terminate any related implementation, support or other support until the account is brought current. For the avoidance of doubt, Apizeal may withhold the payment of any amounts due and payable under this Agreement and any other agreement between the Parties and the provision of services hereunder and thereunder by reason of any set-off of any claim or dispute with Agent or any related End User, whether relating to breach, bankruptcy or otherwise. Agent shall be responsible for all expenses incurred by Apizeal in the collection of any unpaid Agent invoice, including attorney’s fees and costs. Agent will reimburse Apizeal for the expenses agreed to in writing by the Parties.

5.3. Taxes. Agent shall pay any and all taxes (including but not limited to sales and/or use taxes, value added taxes, and stamp taxes, and excluding only those taxes based on Apizeal’s income), fees, tariffs, duties, or other similar levies imposed by any government, governmental unit or similar authority with respect to the Fees as defined herein. If Apizeal is required by any government entity to collect, assess, or remit any such amounts, then in addition to the amounts owed hereunder, Apizeal may invoice the Agent for such amounts and Agent shall immediately pay such amounts.

6. Warranties and Representations

6.1. By Agent. As a condition precedent to any right or license granted herein, Agent represents and warrants that (i) if Agent is an entity, it is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into this Agreement and to carry out its obligations hereunder, and (ii) the execution of this Agreement has been duly authorized by all necessary corporate or other action and this Agreement is a legal and valid obligation binding upon Agent, enforceable against Agent in accordance with its terms, and (iii) Agent has obtained and holds all licenses, permits and approvals of all governmental authorities necessary or appropriate to perform its obligations under this Agreement, operate its business, and to use the Product, and will continue to do so throughout the Term, and (iv) neither the execution, delivery and performance of this Agreement, nor Agent’s use of the Product will conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of any agreement, instrument or understanding, oral or written, to which such Agent is a signatory or by which it may be bound, and (v) it has not been and is not currently a party to any lawsuits, actions, proceedings, arbitrations, mediations, claims, orders or investigations by or before any governmental authority, arbitrator, mediator or any other third party that would materially adversely affect performance of its obligations under the Agreement (“Action”), and (vi) it has no knowledge of circumstances that exist that could reasonably be expected to give rise to any such Action and it has no knowledge that such Action has been threatened in writing or orally within the one hundred twenty (120) days preceding the execution of this Agreement, and (vii) it has no knowledge that there are any outstanding orders, judgments or decrees binding upon or relating to such Party that would materially adversely affect its performance of its obligation under the Agreement, and (viii) all materials and data provided by Agent do not infringe any United States patent, copyright, trademark, service mark or other Intellectual Property right of any third party, and (ix) Agent is now in compliance with and during the Term of this Agreement shall continue to remain in compliance with all applicable U.S. and foreign laws and regulations, and (x) if Agent is the End User of the Product, Agent shall execute and deliver to Apizeal an Apizeal End User License Agreement substantially in the form as Apizeal may later designate, and (xi) if Agent is not the End User of any Product subscribed to, licensed, or otherwise purchased under this Agreement, Agent shall ensure each End User of such Product executes and delivers to Apizeal an Apizeal End User License Agreement substantially in the form as Apizeal may later designate. For the avoidance of doubt, Apizeal reserves the right in its sole discretion to approve any authorized End User.

6.2. Agent Acknowledgment. Agent acknowledges that the proper functioning and availability of the Product is dependent on interface and data exchange with various Agent and third party platforms and APIs. In the event that changes or updates are made to such Agent or third party platforms or APIs, changes or updates may be required to Apizeal’s infrastructure or codebase in order to maintain the functionality of the Product. Apizeal reserves the right to charge additional fees or increase the Subscription Fee to Agent in order to accommodate such changes or updates. Agent further acknowledges that Apizeal makes no representations or warranties with respect to any software, products or other materials provided by third parties, including but not limited to the quality, availability, or functionality of any third party platforms or APIs (“Third Party Materials”). All use of Third Party Materials is subject to payment of applicable fees and compliance with terms and conditions of use required by such third parties.


6.3. DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT BETWEEN THE PARTIES, THE PRODUCT IS PROVIDED AS IS, WHERE IS, AND APIZEAL MAKES NO WARRANTY, AND HEREBY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS, AVAILABILITY, SUITABILITY, ACCURACY OR COMPLIANCE WITH APPLICABLE LAW, REGULATION, OR INDUSTRY CUSTOM OR STANDARD, AND APIZEAL DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE; IN THE EVENT OF ANY INTERRUPTION, APIZEAL’S SOLE OBLIGATION SHALL BE TO MAKE REASONABLE EFFORTS TO ATTEMPT TO RESTORE ACCESS TO THE PRODUCT OR, IN ITS SOLE DISCRETION, TERMINATE THE AGREEMENT IN WHOLE OR IN PART WITHOUT FURTHER OBLIGATION; AGENT ACKNOWLEDGES AND AGREES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS OR PROMISES NOT EXPRESSLY CONTAINED HEREIN; WITHOUT LIMITING THE FORGOING, APIZEAL MAKES NO REPRESENTATIONS OR WARRANTIES AND ASSUMES NO LIABILITY FOR RESULTS OF THE PRODUCT, OR OTHER INFORMATION GENERATED IN WHOLE OR IN PART THROUGH THE PRODUCT OR THE USE OF PRODUCT, OR MATERIALS OTHERWISE PROVIDED BY APIZEAL OR GENERATED THROUGH OR WITH THE PRODUCT, INCLUDING WITHOUT LIMITATION, TEMPLATE FORMS, DISCOUNT AVAILABILITY OR AMOUNT, DATA INCLUDING WITHOUT LIMITATION CUSTOMER DATA, RETENTION DATA, OR SALES DATA, AND FOR EACH OF THE FORGOING INCLUDING WITHOUT LIMITATION THEIR USE IN COMBINATION WITH OTHER FEATURES, PRODUCTS, SERVICES, OR COMPONENTS, OR THEIR OR THE PRODUCT’S SUITABILITY OR UNSUITABILITY FOR A PARTICULAR USE OR ENVIRONMENT, INCLUDING WITHOUT LIMITATION FOR USE WITHIN THE INSURANCE INDUSTRY; APIZEAL’S DISCLAIMER OF WARRANTIES AS SET FORTH IN THIS PARAGRAPH SHALL NOT BE DIMINISHED OR AFFECTED BY AND NO OBLIGATION OR LIABILITY SHALL ARISE OR GROW OUT OF APIZEAL’S RENDERING OF ADVICE, TECHNICAL OR OTHERWISE, OR SERVICE IN CONNECTION WITH ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT; APIZEAL SHALL HAVE NO OBLIGATION TO INDEMNIFY AGENT OR ANY THIRD PARTY AGAINST ANY CLAIM, DAMAGE, LIABILITY OR LOSS INCLUDING WITHOUT LIMITATION INFRINGEMENT OF ANY PATENT, TRADEMARK, OR COPYRIGHT; NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN.

7. Limitation of Liability

7.1. Apizeal’s aggregate liability under this Agreement and related to the Product shall be limited to the actual amount received by Apizeal from Agent for the Product in the thirty (30) day period immediately preceding the event giving rise to the initial claim and in no event shall Apizeal’s aggregate liability related to the Agreement or the Product exceed such amount; NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL APIZEAL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR THIRD PARTY AND/OR END USER DAMAGES OR CLAIMS, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF BUSINESS, LOST SALES, LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, AND LOSS FROM INTERRUPTION OF BUSINESS, DAMAGES DUE TO LOSS OR DISCLOSURE OF DATA OR OTHER INFORMATION, INADVERTENT OR OTHERWISE, INACCURACY, THE DELAY OR INABILITY TO USE THE PRODUCT, IN EACH CASE EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY AND REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT, OR OTHERWISE IN CONNECTION WITH APIZEAL’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. All other terms of this Agreement notwithstanding and without limiting the forgoing sentence or the warranty disclaimers contained herein, Apizeal shall not be liable for any failure to perform any obligation under this Agreement or the failure of the Product if such failure is caused by the occurrence of any contingency beyond the reasonable control of Apizeal (a “Force Majeure Event”), including but not limited to, fire, flood, strike, power outage, Internet outage, industrial disturbance, disruption, termination, or availability or reduction of services or products provided by third parties, denial of service attack, war, riot, insurrection, acts of God, acts of civil or military authority, or changes in or availability of third party platforms or APIs.

8. Definitions

8.1. “Agent Data” means the data exchanged via the Product but excludes any data that (i) is already known by Apizeal through means unrelated to the exchange of data through the Product; (ii) is or becomes available through public sources apart from any unauthorized action by Apizeal; or (iii) is obtained by Apizeal from a third party who has the right to disclose such data.

8.2. “Authorized Locations” means the authorized locations from which End Users may access and use the Product, which shall all be located within the territory of the United States of America.

8.3. “End User” means the actual user of the Product.

8.4. “Initial Product Term” means the period of the initial term as identified during the applicable Product registration process for each applicable Product as may be amended from time to time by Apizeal at its sole discretion.

8.5. “Intellectual Property” means all rights in interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re- issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether patentable or unpatentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.

8.6. “License Count” means the number of authorized named End Users for each applicable Product.

8.7. “Apizeal” has the meaning set forth in the preamble.

8.8. “Product Effective Date” means the date the Initial Product Term is first made available to the Agent or Agent’s applicable representative.

8.9. “Product Term” means the Initial Product Term and any Product Renewal Term for such Product, which is the period of time during which Agent and any applicable authorized End User have a limited license to use such applicable Product according to the terms and conditions of this Agreement and the terms of the applicable Apizeal End User License Agreement.

8.10. “Subscription Fee” means the base fees for the Product and any related services set forth during the applicable Product registration process or as otherwise provided by Apizeal and in each case as may be modified and amended by Apizeal from time to time in its sole discretion.

9. General

9.1. Relationship of the Parties. The Parties are independent contractors, and neither shall at any time be considered, or represent itself to be, an agent, employee, associate, or joint venture party of the other. Neither Party shall have the authority nor hold itself out as able to bind the other Party to any contract or commitment, nor shall either Party be responsible for the acts or omissions of the other vis-a-vis third parties.

9.2. Assignment. The Agent may not assign this Agreement or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Apizeal, which may be withheld in its sole discretion. Apizeal may assign or otherwise transfer any or all of its rights or obligations under this Agreement at any time and without notice to the Agent.

9.3. Successors. All of the provisions hereof shall be binding upon and inure to the benefit of the successors assigns and any other transferees of the Parties hereto.

9.4. Waiver/Amendment. Neither this Agreement nor any of its provisions may be waived, amended, or otherwise modified, except by a written instrument signed by Apizeal and then only to the extent expressly provided therein. In the event that the Parties enter into or have entered into any additional agreements, including without limitation a master service or similar agreement, the terms of this agreement shall control in all respects with respect to the Product.

9.5. Headings. The headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

9.6. Counterparts. This Agreement may be executed using any form of media and through any technology now existing or hereafter created and in any number of counterparts, and delivered electronically through a facsimile machine, as a .pdf attached to an email, or on or through any other form of media or technology now existing or hereafter created, and each counterpart so executed and delivered shall be deemed an original, all of which together shall constitute one instrument.

9.7. Applicable Law and Dispute Resolution. This Agreement shall be construed and interpreted in accordance with and shall be governed by the laws of the State of Florida, without regard to principles of conflict of law and irrespective of the fact that one or more Parties hereto is now or may hereafter be a resident of a different state, jurisdiction or country. The state and federal courts situated in Orange County, Florida shall have exclusive jurisdiction for resolving any dispute arising under or relating to this Agreement. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods, and/or its implementing and/or successor legislation and/or regulations, and the Uniform Computer Information Transactions Act and/or its implementing and/or successor legislation and/or regulations, as applicable respectively shall not apply.

9.8. Severability. In the event that any provisions of this Agreement, or any portions thereof, are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions or portions of this Agreement shall not be affected thereby.

9.9. Survival. The provisions of Sections 1.3, Error! Reference source not found., 1.4 and of Articles 3, 4, 6, 7 as well as any accrued payment obligations (including any tax payment obligations) under Article 5, shall survive the termination of this Agreement for the periods contemplated thereby (or if no period is contemplated, indefinitely).

9.10. Third-Party Beneficiaries. The provisions of the Agreement are for the benefit of the Parties hereto and not for any End User or other third party. No person other than a Party to this Agreement may rely upon or enforce any provisions of this Agreement.

9.11. Entire Agreement. This Agreement, including the Exhibits hereto which are incorporated by reference herein, constitutes the entire understanding and agreement of the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements and understandings, whether written or oral. In the event of any conflict between the terms of this Agreement and any prior or contemporaneous agreements between the Parties, including without limitation any master services or similar agreements, the terms of this Agreement shall control with respect to all subject matters contained herein, notwithstanding anything to the contrary contained therein.

IN WITNESS WHEREOF, in consideration of the agreements contained herein, Agent hereby accepts the terms and conditions of this Agreement intending to be legally bound hereby, and hereby executes this Agreement effective as of the Effective Date by clicking the “I accept” or such similar button, or by Agent’s electronic signature, or by any other manifestation of Agent’s assent to the terms of this Agreement, including without limitation by Agent’s or Agent’s representative’s use of the Product.

Contact Information

To ask questions or comment about this License Agreement and our practices, contact us by email at info@apizeal.com

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