MASTER SOFTWARE LICENSE AND SERVICES AGREEMENTGENERAL TERMS AND CONDITIONS1.Grant of License1.1.License Grant. Subject to the terms and conditions of this Agreement, the restrictions set forth in the terms of anyApplicable Order, and the payment of all applicable license fees, Licensee is hereby granted a perpetual (but subject totermination as provided in Section 6 below), limited, royalty-free, non-exclusive, non-transferable (except as expresslypermitted under Section 9.2) license to the Software: (i) to Use, and to permit Authorized Affiliates to Use, the Softwaresolely for their respective internal business operations; and (ii) to reproduce and use, and to permit Authorized Affiliates toreproduce and use, the Documentation in conformity with the Use of the Software. Licensee shall not allow access to theSoftware (whether through the distribution of copies of Client software or otherwise) by more than the number of customeraccess licenses specified in the terms of the Applicable Order or Use (or permit the Use of) the Software for any purposeother than for the type of customer access license specified in the terms of the Applicable Order.1.1.1. Extranet Server. Without limiting any of the terms of Section 1.1, if Licensee purchases a license to the“QlikView Extranet Server” Software, Licensee may permit Authorized Third Parties to View the output of theQlikView Extranet Server, on a remote basis, solely for the purpose of Viewing: (i) information developed by or forLicensee; or (ii) information generated by Licensee on behalf of the Authorized Third Party based on informationsupplied to Licensee by such Authorized Third Party. Authorized Third Parties shall not be permitted to create,upload, or modify any of the information which they are permitted to View and shall not be granted any rights orlicenses in or to the Software in connection therewith.1.1.2. QlikView Server. Without limiting any of the terms of Section 1.1, if Licensee purchases a license to the“QlikView Server” Software, Licensee may only install QlikView Server in the geographic territory identified in theterms of the Applicable Order.1.2.Authorized Third Parties; Authorized Affiliates.1.2.1. In connection with the Use of the Software by any Authorized Third Party or Authorized Affiliate pursuant toSection 1.1 which are approved in advance in writing by QlikTech, Licensee hereby agrees to: (i) make each suchAuthorized Third Party and Authorized Affiliate aware of the terms of this Agreement and the Documentation,including, without limitation, the use limitations contained in Sections 1.1.1, 1.1.2 and 1.3; and (ii) monitor andensure each such Authorized Third Party’s and/or Authorized Affiliate’s compliance with the terms contained in thisAgreement and the Documentation. Any claim for breach by QlikTech of this Agreement based on Use by anAuthorized Third Party and/or Authorized Affiliate shall be brought solely by Licensee.1.3.License Restrictions. Except as otherwise expressly permitted in this Agreement (including but not limited toSections 1.1 and 1.2 above) and except as otherwise permitted by law, Licensee will not, directly or through othersincluding, without limitation, Users: (i) use, copy, maintain, distribute, sell, transfer, market, sublicense, dispose of orrent the QlikTech Materials (except for transfers of the QlikTech Materials to any third party in connection with anassignment by Licensee as expressly permitted under Section 9.2); (ii) reverse assemble, reverse compile, decompile,disassemble or reverse engineer (except to the extent any such restriction is expressly prohibited by applicable law) orattempt to derive the source code for any of the QlikTech Materials or Third Party Materials; (iii) modify, adapt, createderivative works, translate or port any of the QlikTech Materials or combine or merge any part of the QlikTechMaterials with or into any other software or documentation; (iv) offer, use, sublicense or otherwise commercially exploitany of the QlikTech Materials as a revenue-generating product or service to any third party, including without limitationfor third party training, nor may it use the Software to provide hosting service bureau, commercial time-sharing, rental,or software as a service (SaaS) services to third parties who are not Users for the purposes of providing those personsor entities with use of the Software; (v) permit the use of the Software or Documentation by third parties, except thatLicensee may permit Licensee’s Authorized Contractors to Use the Software for Licensee’s internal business operations onlyas described in Section 1.1 above, subject to the limitations on the number and types of customer access licenses specifiedin the terms of the Applicable Order, so long as Licensee ensures that its Authorized Contractors are bound by appropriaterestrictions on nondisclosure of QlikTech’s Confidential Information and will Use the Software only in accordance with theDocumentation and the terms of this Agreement; (vi) use any Third Party Materials independent of or separated from theQlikTech Materials or (vii) reproduce the Software or Documentation without QlikTech’s copyright and trademark notices.Without limiting any of the foregoing, if a serial number, password, license key or other security device is provided toLicensee for use with the Software, Licensee shall not, and will not permit any of its Authorized Affiliates, Authorized ThirdParties and/or Authorized Contractors to, share or transfer such security device with or to any other User of the Software orany other third party.
1.4.Third Party Materials. The QlikTech Materials may contain or may be distributed or bundled with certain thir dparty software, data, or other materials (collectively, “Third Party Materials”). A list of the Third Party Materials, isincluded in Appendix A of this Agreement.1.5.Data Security. If any QlikTech Materials are accessible through the internet or other n etworked environment,Licensee shall maintain adequate technical and procedural access controls and system security requirements anddevices, in connection with the QlikTech Materials, necessary for confidentiality, authorization, authentication and virusdetection and eradication.1.6.Retention of Rights. The Software is licensed, not sold. QlikTech and its Affiliates, or their respectivesuppliers or licensors where applicable, own and retain all right, title and interest in and to the QlikTech Materials, and’all of QlikTech s and its Affiliates’, or their respective suppliers’ or licensors’, patents, trademarks (registered orunregistered), trade names, copyrights, trade secrets and QlikTech Confidential Information. Licensee does notacquire any right, title or interest in or to the QlikTech Materials, except as expressly set forth herein, and all suchrights are hereby reserved. Licensee will not register, nor attempt to register, any patent or copyright which, in whole or inpart, incorporates any QlikTech technology or Intellectual Property Right. In the event that Licensee makes suggestions,improvements or modifications to QlikTech regarding new features, functionality or performance that QlikTech adoptsfor the QlikTech Materials, such new features, functionality or performance shall be deemed to be automaticallyassigned and fully paid under this Agreement to, and shall become the sole and exclusive property of QlikTech.2.Services2.1.Maintenance Services. Licensee may purchase Maintenance Services specified in the terms of the ApplicableOrder for Software licensed in accordance with this Agreement for the fees set forth in the terms of the Applicable Order.2.2.Implementation Services. Licensee may purchase Implementation Services specified in the terms of the ApplicableOrder for Software licensed in accordance with this Agreement for the fees set forth in the terms of the Applicable Order.2.3.Training. Licensee may purchase Training specified in the terms of the Applicable Order for Software licensed inaccordance with this Agreement for the fees set forth in the terms of the Applicable Order.3.Fees and Payment Terms’In consideration of QlikTech s provision of Maintenance Services, Implementation Services or Training, Licensee agrees topay to the applicable partner, the Maintenance Fees set forth in the terms of the Applicable Order, which payments shallbe non-refundable, except as otherwise expressly provided in this Agreement, non-creditable and not subject to any right ofoffset or suspension.4.Limited Warranty and Disclaimers4.1.Limited Performance Warranty. Licensee receives a warranty for a period of one hundred twenty (120) daysfollowing the Delivery Date (the “Warranty Period”), the initial Version of the Software provided to Licensee hereunder(excluding any subsequent Updates thereto) will perform substantially in accordance with the specifications in theapplicable Documentation in effect when such Software is first delivered to Licensee, provided that the Software isoperated in accordance with the Documentation. Licensee is deemed to accept the Software on the Delivery Date.4.2.Exceptions. Licensee will have no warranty claim made pursuant to Section 4.1 for alleged any defect or problemwith the Software, to the extent that the alleged defect or problem: (i) arises out of any use of the Software by Licensee or itsAuthorized Affiliates not in accordance with the Documentation; (ii) arises out of any modification or alteration of the Softwareby anyone other than QlikTech or its authorized contractors; or (iii) arises out of the use of the Software in combination withany other software or equipment not specified in the Documentation as supported by QlikTech. If, notwithstanding theforegoing exceptions, QlikTech chooses in its discretion to correct such a defect or problem with the Software, or otherwiseprovides Software support not covered by the terms and conditions contained in this Section, such defect resolution orSoftware support shall be provided only following Licensee’s written request and Licensee’s approval of all charges, andLicensee shall be invoiced for such support at the rates set forth in the Applicable Order.4.3. Disclaimers. Licensee agrees that neither the QlikTech Materials nor QlikTech Services nor the QlikTech Software arewarranted to: (i) meet the Licensee’s or its Authorized Affiliates’ requirements; (ii) operate in combination with other hardwareor software, except as expressly specified in the Documentation; (iii) operate without interruption or error; or (iv) will fullyresolve any particular request for Maintenance of the Software or that such resolution will meet Licensee’s or its AuthorizedAffiliates’ requirements or expectations. THE LIMITED WARRANTIES STATED IN SECTION 4.1 SET FORTH THE ONLYREPRESENTATIONS AND WARRANTIES CONCERNING THE QLIKTECH MATERIALS AND THE SERVICES. EXCEPTFOR THE EXPRESS WARRANTIES STATED IN SECTION 4.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW,THE QLIKTECH MATERIALS AND SERVICES AND THIRD PARTY MATERIALS ARE PROVIDED "AS IS", ANDQLIKTECH AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND OTHER
TERMS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED (BY STATUTE, COMMON LAW OR OTHERWISE)INCLUDING, WITHOUT LIMITATION, AS TO THEIR ACCURACY, TIMELINESS, COMPLETENESS, RESULTS,PERFORMANCE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, QUALITY OF INFORMATION, QUIETENJOYMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF QLIKTECH HAS BEENINFORMED OF SUCH PURPOSE, AND ANY REPRESENTATIONS, EXPRESS OR IMPLIED WARRANTIES OR OTHERTERMS ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. ANYSTATEMENTS OR REPRESENTATIONS ABOUT THE QLIKTECH MATERIALS, INCLUDING, WITHOUT LIMITATION,THEIR FEATURES OR FUNCTIONALITY, THE SERVICES OR ANY THIRD PARTY MATERIALS IN ANYCOMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE AWARRANTY, REPRESENTATION OR CONDITION.5.Limitation of Liability5.1.Limitations of Liability.5.1.1. Except for claims relating to death or bodily injury caused by QlikTech’s negligence, QlikTech’s andits suppliers’ and Affiliates’ maximum, cumulative liability for any damages arising under this Agre ement,regardless of the form of action, whether in contract, tort (including but not limited to negligence or strictliability) or otherwise, shall in no event exceed the amount of fees received by QlikTech for Licensee’s Use ofthe Software during the twelve (12) months preceding such claim.5.1.2. Except for Licensee’s: (i) non-compliance with the use restrictions contained within this Agreement orviolation of any of QlikTech’s Intellectual Property Rights; (ii) breach of its obligations under Section 7(Confidentiality); (iii) breach of its obligations under Section 9.4 (Export Controls); (iv) negligence res ulting in’death or bodily injury; and/or (v) obligation to pay amounts owed to QlikTech hereunder, Licensee smaximum, cumulative liability for damages arising under this Agreement, regardless of the form of action,whether in contract, tort (including but not limited to negligence or strict liability) or otherwise, shall in no eventexceed the amount of fees paid or payable by Licensee set forth in the terms of the Applicable Order.5.1.3. No Consequential Damages. EXCEPT FOR LICENSEE’S: (I) NON-COMPLIANCE WITH THE USERESTRICTIONS CONTAINED WITHIN THIS AGREEMENT OR VIOLATION OF ANY OF QLIKTECH’SINTELLECTUAL PROPERTY RIGHTS; AND/OR (II) BREACH OF LICENSEE’S OBLIGATIONS PURSUANT TOSECTION 7 (CONFIDENTIALITY) OR SECTION 9.4 (EXPORT CONTROLS), IN NO EVENT SHALL EITHERPARTY OR ITS RESPECTIVE LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOSS OF PROFITS ORREVENUES, LOSS OF SAVINGS, GOODWILL, REPUTATION OR DATA, INACCURACY OF ANY DATA,THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR SOFTWARE, OR FOR ANYINDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES,HOWSOEVER ARISING AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE OTHERPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.5.1.4Nothing herein shall operate to impair or prejudice the U.S. Government's right (a) to recover forfraud or crimes arising out of or relating to this Agreement under any Federal fra ud statute, including withoutlimitation the False Claims Act (31 USC §§3729 through 3733) or (b) for any other matter for whichliability cannot be excluded by law or (c) express remedies provided under any FAR, GSAR orSchedule 70 solicitation clauses incorporated into the GSA Schedule 70 contract.5.2.Third Party Beneficiaries. Under no circumstances shall any Affiliate of Licensee, Authorized Third Party,Authorized Contractor, or any other person be considered a third party beneficiary of this Agreement or otherwise entitled toany rights or remedies under this Agreement even if such Affiliates of Licensee, Authorized Third Party, AuthorizedContractor or other persons are provided access to the QlikTech Materials pursuant to this Agreement.5.3.THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALLAPPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITSESSENTIAL PURPOSE. EACH PARTY HEREBY DISCLAIMS ALL LIABILITY OF ANY KIND ON BEHALF OF ITSLICENSORS AND SUPPLIERS.6.Term and Termination6.1. Term. This Agreement is effective as of the date specified by the terms of the Applicable Order and shall continue untilterminated pursuant to this Section 6 or the terms of the Applicable Order.
6.2. Effect of Termination. Upon the effective date of termination of this Agreement according to this Section 6, all rights ofLicensee, its Authorized Affiliates, Authorized Contractors and/or Authorized Third Parties with respect to the QlikTechMaterials shall immediately cease to be of any further force or effect. In addition, Licensee shall certify to QlikTech within ten(10) days following the effective date of such termination that Licensee has destroyed or has returned said materials and allcopies thereof. Upon termination of this Agreement, each Party shall certify to the other Party within ten (10) days followingthe effective date of such termination that it has destroyed or returned all Confidential Information of the other Party.Termination of this Agreement shall not limit either Party from pursuing other remedies available to it nor shall suchtermination relieve Licensee of its obligation to pay all fees that have accrued prior to the effective date of such termination.7.ConfidentialityEach Party will protect the other’s Confidential Information from unauthorized distribution and use with the same degree ofcare that each Party uses to protect its own like information, but in no event less than a reasonable degree of care. NeitherParty will make the other Party’s Confidential Information available in any form to third parties nor use the other Party’sConfidential Information except as necessary to exercise its express rights or perform its express obligations under thisAgreement. The receiving Party shall not circulate Confidential Information within its own organization or that of its Affiliatesexcept to those employees or consultants who need to know such information in connection with the business relationshipbetween the Parties. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information of thedisclosing Party to the extent that such information is required to be disclosed by the receiving Party as a matter of law;provided that the receiving Party uses all reasonable efforts to provide the disclosing Party with prior notice of suchdisclosure and to obtain a protective order therefore. The Parties agree to hold each other’s Confidential Information inconfidence during the term of this Agreement and for a period of five (5) years following any termination of this Agreement,provided, however, that Licensee’s obligations hereunder shall survive and continue in effect thereafter with respect to anyof QlikTech’s Confidential Information that continues to be a trade secret under applicable law. All tangible ConfidentialInformation shall be so marked.8.AuditDuring the term of this Agreement and for a period of one (1) year thereafter, upon QlikTech’s written request, but nomore frequently than once annually, QlikTech or an independent and reputable agent or accounting firm chosen byQlikTech will be provided reasonable access during Licensee’s normal business hours to examine Licensee’s recordsand computer equipment as long as all security requirements are met, at QlikTech’s expense, for the purpose ofauditing Licensee’s obligations under this Agreement. QlikTech’s written request for audit will be submitted toLicensee at least fifteen (15) days prior to the specified audit date.9.General Provisions9.1.Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the meaningsgiven to them in this Section 126.96.36.199.1. “Affiliate” means any entity which controls, is controlled by, or is under common control withQlikTech or Licensee, as applicable, where “control” means the legal, beneficial or equitable ownership of atleast a majority of the aggregate of all voting equity interests in such entity, but only for so lo ng as suchcontrol exists.9.1.2. “Authorized Affiliate” means any Affiliate, Agency, or Department of Licensee that is authorized byLicensee to Use the Software, but only for so long as it constitutes and Affiliate of Licensee pursuant toSection 9.1.1. Upon request by QlikTech, Licensee agrees to confirm the Affiliate status of any particularentity and/or their authorization to Use the Software.9.1.3. “Authorized Contractor” means any third party contractor(s) or service provider(s) authorized byLicensee to perform services for Licensee.9.1.4. “Authorized Third Party” means any non-employee external third party of Licensee located outsideof Licensee’s firewall that is authorized by Licensee to Use the QlikView Extranet Server in accordance withSection 188.8.131.52.1.5. “Client” means a software application that invokes, typically via a network protocol, the softwarefunctions provided by one or more Servers.9.1.6. “Confidential Information” means all business information disclosed by one Party to the other inconnection with this Agreement. Without limiting the generality of the foregoing, Confidential Informationshall include QlikTech Confidential Information. Confidential Information does not include information that: (i)enters the public domain through no fault of the receiving Party; (ii) is communicated to the receiving Party by
a third party under no obligation of confidentiality; (iii) has been independently developed by the receivingParty without reference or access to or use of any Confidential Information of the disclosin g Party; or (iv) wasin the receiving Party’s lawful possession prior to disclosure and had not been obtained either directly orindirectly from the disclosing Party.9.1.7.“Covered Jurisdiction” means the United States of America.9.1.8. “Delivery Date” means the date on which both the Software specified in the relevant Order Form isavailable for download by Licensee from QlikTech’s website and QlikTech delivers to Licensee the license keystherefor.9.1.9. “Initial Maintenance Period” means the initial period of Maintenance purchased by Licensee forSoftware licensed pursuant to this Agreement, which shall commence on the Delivery Date and CO NTINUEFOR AN INITIAL PERIOD OF TWELVE (12) MONTHS THEREAFTER.9.1.10. “INTELLECTUAL PROPERTY RIGHTS” MEANS PATENT APPLICATIONS, PATENTS, DESIGNRIGHTS, COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE NAMES, DOMAIN NAME RIGHTS,MASK WORK RIGHTS, SUI GENERIS DATABASE RIGHTS, Rights in know-how and other trade secretrights, and all other intellectual property rights and forms of protection of a similar nature anywhere in theworld.9.1.11. “Maintenance” means the maintenance and support services and Updates provided by QlikTechpursuant to its then-current Maintenance policy.9.1.12. “QlikTech Confidential Information“ means any confidential or proprietary information whichrelates to QlikTech’s trade secrets, Software, source code for the Software, the Documentation, services,deliverables, training materials, technology, research, development, pricing, product plans, mar keting plans,business information, proprietary materials visual expressions, screen formats, report formats, designfeatures, ideas, methods, algorithms, formulae, and concepts used in the design and all future modificationsand enhancements. QlikTech Confidential Information shall also include third party data or information thatwas disclosed to Licensee under a duty of confidentiality and any information, in whatever form, disclosed ormade available by QlikTech to Licensee that relates to or is contai ned within QlikTech Materials that is notpublicly known. All tangible Confidential Information shall be so marked.9.1.13. “QlikTech Materials” means any proprietary materials distributed or made available by QlikTech toLicensee under this Agreement, including but not limited to Software, Documentation, training materials,QlikView Applications any other deliverables related to Professional Services, but expressly excluding anyThird Party Materials.9.1.14. “QlikView Application” means any program or other application (e.g., script) that is designed tointegrate and be used with the Software and that allows Users to request, update and manipulate data whichis displayed via the Software and to generate reports and other information from such data.9.1.15. “Server“ means the specific installed instance of the Software in execution on a givenhardware/operating system combination (e.g., Sun/Solaris).9.1.16. “Service Release“ means an accumulation of error corrections (patches) to a current Version of theSoftware that QlikTech elects to make generally available to its customers who have purchased Maintenance.Service Releases are denoted by the numeral to the right of the decimal point (e.g., Version 11, ServiceRelease 2 (or Version 11.2) compared to Version 11, Service Release 3 ( or Version 11.3).9.1.17. “Services” means Maintenance Services, which are provided or made available by QlikTech toLicensee.9.1.18. “Software” means: (i) the initial Version(s) of QlikTech’s proprietary QlikView software in objectcode form licensed in accordance with this Agreement; and (ii) subject to Licensee’s payment of MaintenanceFees, any Updates thereto made available to Licensee under this A greement.9.1.19. “Update” means any error corrections (patches), Service Releases and/or Versions, as the contextrequires, which QlikTech elects to make generally available to its customers at no additional charge who havea current Maintenance contract with QlikTech. Updates do not include new or separate products, including,without limitation, any Versions, which QlikTech offers only for an additional fee to its customers generally,including, without limitation, those customers who have purchased Maintenan ce.
9.1.20. “Use“ means to install and execute the Software (in object code form only) to request data, updatedata, administer any field changes to, or in connection with, the Software, as well as to View the number andtypes of documents specified in the terms of any Applicable Order, including, without limitation, reports anddata as displayed via a QlikView Application within the Software, all subject to the Documentation, licenserestriction, non-disclosure and other applicable terms of this Agreement.9.1.21. “User“ means any individual employee of Licensee, Authorized Contractor, Authorized Affiliateand/or Authorized Third Party, as the context requires.9.1.22. “Version” means an entirely new version of the Software, which includes new as well as improvedfeatures and functionalities from the immediately preceding version of the Software,that QlikTech elects tomake generally available to its customers who have purchased Maintenance. Versions are denoted by thenumeral to the left of the decimal point (e.g. Version 10.0 compared to Version 9.0).9.1.23. “View“ means to view reports, data and other information as displayed via a QlikView Applicationwithin the Software, but not to create, update or share any data, or administer any field changes to or inconnection with the Software.9.2.Assignment. Licensee will not assign or transfer this Agreement or its rights and obligations under thisAgreement to any third party. Any attempt by Licensee to assign this Agreement or its rights and obligationshereunder in violation of this Section 9.2 will be null and void.9.3.Entire Agreement. To the extent permitted by law, this Agreement supersedes all prior or contemporaneousAgreements or representations including, without limitation, all non-disclosure or confidentiality agreements, whetherwritten or oral, concerning the rights and duties of QlikTech and the Licensee of the QlikTech Materials with respect tothe Software License. No addition to, or modification of, any provision of this Agreement shall be binding uponQlikTech or the Licensee of the QlikTech Materials unless expressly stated in writing to amend the terms hereof andapproved by a duly authorized representative of each Party. Licensee represents and acknowledges that in enteringinto this Agreement it did not rely on any representations (whether innocent or negligent), warranties, or term s otherthan those expressly set forth in the Documentation and this Agreement.9.4.Export Controls.9.4.1. Licensee acknowledges that the license to use the Software hereunder may be subject to the exportcontrol laws of the United States which may include, without limitation, the United States ExportAdministration Regulations, the Trading With the Enemy Act, the International Emergency Economic PowersAct, the Arms Export Control Act and regulations promulgated by the United States Department of theTreasury’s Office of Foreign Assets Control (“OFAC”), as amended from time to time (collectively, the“Export Control Laws”). Licensee agrees that all actions taken by Licensee in furtherance of fulfillment ofthis Agreement will be in compliance with applicable Export Control Laws. Licensee agrees to comply with allapplicable Export Control Laws. In addition, Licensee agrees that it will not export, re -export, transfer orlicense any Software to any third parties that are named as a “Specially Designated National” or “BlockedPerson” as designated by the OFAC (which is currently published under the Internet ctions/SDN-List/Pages/default.aspx).9.4.2. If Licensee knows, or if acting reasonably, should know, that the Software could be exported,transferred or licensed in a manner violating applicable Export Control Laws, Licensee shall immediatelynotify QlikTech. Furthermore, if QlikTech suspects or determines, in its sole and absolute discretion, that anysale of the Software to Licensee may violate applicable Export Control Laws, Licensee acknowledges andagrees that QlikTech may refuse to accept such order for the Software and such refusal will not be a breachof this Agreement.9.5. Compliance with Laws. Licensee agrees at all times to comply with applicable laws and regulations in its performanceof this Agreement, including, without limitation, the provisions of the United States’ Foreign Corrupt Practices Act(“FCPA”).9.6. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with U.S. Federal law.Any suit, action or proceeding arising out of or relating to this Agreement shall be resolved by a court or administrativetribunal of competent jurisdiction.9.7. Notices. All notices and other communications given or made pursuant to this Agreement, whether concerning abreach, violation or termination hereof or otherwise will be in writing and will be delivered: (i) by certified or registeredmail; or (ii) by an intern
other than for the type of customer access license specified in the terms of the Applicable Order. 1.1.1. Extranet Server. Without limiting any of the terms of Section 1.1, if Licensee purchases a license to the “QlikView Extranet Server” Software, Licensee may