Terms of Use

RUNDNA

TERMS OF USE

Last Revised on Feb 17, 2025

System Purchase Agreement and Software Licensing Terms and Conditions

1. Applicability. This System Purchase Agreement and attached Software Licensing Terms and Conditions (“System Purchase Agreement”) applies to the provision and use of the products (collectively, “RunDNA System” and each component a “Product”) of ACE Running LLC (“RunDNA”) referenced in the quotations, purchase orders, and order confirmations that this Agreement is incorporated in, hyperlinked to, or provided with (as applicable). Such quotation, purchase order, or order confirmation, this Agreement, and any other RunDNA terms and conditions referenced herein or therein, comprise the entire agreement between each customer of RunDNA (each, a “Customer”) and RunDNA (the “Agreement”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, in respect of the RunDNA System. This Agreement prevails over any of the Customer’s general terms or conditions of purchase regardless of whether or when the Customer has submitted its purchase order or such terms or conditions. Fulfillment of the Customer’s order does not constitute acceptance of any of the Customer’s purchase order or terms and conditions and does not serve to modify or amend this Agreement, and RunDNA shall not be deemed to have waived this Agreement if it fails to object to any terms and conditions of the Customer appearing in, incorporated by reference, or attached to a purchase order or any other document. The Customer’s ordering of the RunDNA System shall constitute its acceptance of these Terms.
2. Quotations; Term and Termination. All quotations by RunDNA are subject to change or withdrawal without prior notice to the Customer unless otherwise specifically stated in the quotation. Quotations are made subject to approval by RunDNA of the Customer’s credit. All contracts and orders become effective only if and when approved and accepted in writing by RunDNA by the issuance of its order confirmation. RunDNA reserves the right to discontinue manufacture and/or support of any Products or change Product materials, design, or specifications without notice. Unless otherwise set out in the Order, the initial term of this Agreement will continue for the initial minimum commitment period for the software license specified in the Order (“Initial Term”) and continue for additional one-month periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless a party provides notice of non-renewal to the other party at least 30 days prior to the end of the Initial Term or then-current Renewal Term. Either party may terminate this Agreement upon notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days of notice. Upon expiration or termination of this Agreement: (a) Customer will cease using the software Products; and (b) the following provisions of this Agreement shall survive: 3, 7 through and including 25..
3. Limited Warranties.
   1. Limited Warranty. During the Term, RunDNA warrants that the RunDNA system will function substantially in accordance with its written specifications and documentation provided by RunDNA with the the RunDNA System.
   2. Disclaimer of Further Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN (a) ABOVE, RUNDNA MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE RUNDNA SYSTEM OR RUNDNA’S PRODUCTS, SERVICES, SOFTWARE OR SUPPORT, INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY, (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR (III) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
   3. Request for Warranty Service; Remedies. To request limited warranty service, you must contact support@rundna.com. If, in RunDNA’s sole discretion, limited warranty service is required, RunDNA will provide telephonic support, or if the issue cannot be resolved through telephonic support, RunDNA will either schedule an on-site service call or issue a return authorization number. If issued a return authorization number, the Customer must ship the Product(s) to 707 Thornby Road, Wilmington, DE 19803 properly packed in their original or equivalent packaging, prepay shipping charges and insure the shipment or accept the risk of loss or damage during shipment. After receipt, RunDNA shall have the right to examine such Products and, upon RunDNA’s sole determination that the Products do not conform to the limited warranty set forth above, RunDNA shall have the right, at RunDNA’s option, to (i) replace or repair such Products, or (ii) refund the purchase price upon return of such Products. RunDNA’s entire liability and the Customer’s sole and exclusive remedy for breach of the limited warranty above shall be limited solely to replacement, repair, refund, or allowance as set forth herein as RunDNA may elect. RunDNA may use new and reconditioned parts made by various manufacturers in performing limited warranty repairs and building replacement Products.
   4. Limitation of Liability. RUNDNA AND ITS SUPPLIERS SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY, AND THE CUSTOMER WAIVES ALL CLAIMS AGAINST RUNDNA AND ITS SUPPLIERS, FOR ANY LOSS OF USE, LOSS OF DATA, REVENUE, OR PROFIT, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER RUNDNA OR ITS SUPPLIER(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION UNDER THIS CONTRACT IS A CLAIM FOR DAMAGES AND IN NO EVENT SHALL THE AGGREGATE AMOUNT OF DAMAGES AND ANY OTHER RECOVERY OF ANY KIND AGAINST RUNDNA EXCEED THE PRICE PAID BY THE CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE AS TO WHICH THE CLAIM IS MADE.
   5. Alterations, Modifications, Attachments. Any alterations, additions, modifications, improvements or attachments on or to the Product(s) not authorized in writing by RunDNA (a) are expressly prohibited, (b) shall void the limited warranty set out above and (c) shall solely be at the Customer’s own expense and risk. If the operation of the Product(s) is affected in any way by alternations, improvements, additions, attachments, modifications, use or maintenance in a manner contrary to the documentation provided by RunDNA with the Product(s) or installation, the limited warranty set forth in Section 3 above shall be deemed waived by the Customer, and RunDNA shall have no further obligations to the Customer.
4. Technical Support. RunDNA (or its designee) will provide free technical support for the Products during the Term, consisting of telephonic support to assist with software upgrades and to diagnose hardware issues related to computer, cables, tripods and camera systems used in the Products. The Customer should contact support@rundna.com to receive technical support. RunDNA (or its designee) will use reasonable efforts to respond to inquiries during normal business hours.
5. Receiving Warranty or Service Support. IT IS THE CUSTOMER’S RESPONSIBILITY TO BACK UP ALL EXISTING DATA, SOFTWARE AND PROGRAMS BEFORE RECEIVING WARRANTY SERVICES OR TECHNICAL SUPPORT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RUNDNA AND ITS DESIGNEES WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS, OR FOR LOSS OF USE OF SYSTEM(S) ARISING OUT OF THE WARRANTY SERVICES OR TECHNICAL SUPPORT OR ANY ACT OR OMISSION, INCLUDING NEGLIGENCE, BY RUNDNA OR ITS DESIGNEES.
6. Prices. Prices are subject to change without notice. All orders are accepted subject to RunDNA’s price in effect at time of shipment. Prices include the cost of packaging for normal domestic shipment, and do not include taxes, insurance or freight, all of which must be paid by Customer. All changes in freight rates or transportation charges used by RunDNA in computing prices and charges occurring after the date of any acknowledgement will be for the Customer’s account.
7. Title/Risk of Loss; Software Licensing Terms and Conditions. All Products will be shipped DAP (Incoterms 2020) the delivery location specified in the applicable purchase order, quotation or order confirmation. For purposes of this Agreement, each unit of Product shall be deemed delivered and placed at the Customer’s disposal at the point RunDNA’s common carrier makes such unit available for unloading at the delivery location, regardless of who physically unloads the unit from the applicable instrument of transport. Unless mutually agreed upon, shipping dates are approximate and are based upon prompt receipt of all necessary information. RunDNA reserves the right to ship items in a single or in multiple shipments. Title to the Products and risk of loss passes to Customer upon delivery to Customer, except for the software Products, for which Customer receives only a limited use license pursuant to a separate Software Licensing Terms and Conditions, a copy of which is attached as Exhibit A to this Agreement.
8. Proprietary Rights. The provision of the Products hereunder to Customer does not and will not be deemed to confer upon Customer any right, interest or license in any patents, copyrights, trade secrets or other proprietary rights that RunDNA or its suppliers or licensors may have covering the Products, other than the right to use the Products in accordance with this Agreement. RunDNA retains ownership of all proprietary rights in and to the Products, all proprietary rights arising out of the support and other services provided hereunder, and all modifications, improvements, or enhancements thereof or thereto. All software and firmware in the Products and any software provided to run on or in connection with the hardware Products (collectively, “Software”) is owned by RunDNA or its suppliers or licensors and notwithstanding anything expressed or implied in this Agreement, the Software is licensed to, and not sold to Customer. The software Products listed in the Order are licensed pursuant to a separate Software Licensing Terms and Conditions, a copy of which is attached as Exhibit A to this Agreement. Any references to “sale” or “purchase” in this Agreement with respect to the Software mean the sale or purchase of such license to the Software. As the owner of title to the hardware Products, Customer is permitted to sell, rent, lease, or otherwise transfer the hardware Products to any third party. Except where such restriction is prohibited by law and cannot be waived by Customer, Customer will not reverse engineer or otherwise attempt to derive or obtain information about the functioning of the Products, or the source code of the Software, to the extent such information and/or source code is not generally made available to end users by RunDNA.
9. Security Interest. The Customer grants to RunDNA a security interest in all Products provided under these Terms to secure payment in full. Additionally, the Customer authorizes RunDNA to execute and file a financing statement or other documents that are necessary to perfect RunDNA’s security interest. The Customer agrees that in the case of default of payment, Seller is hereby authorized to take possession and remove the Products without demand or notice of any kind, whereby all rights for actions of trespass or other causes are waived by the Customer, and to collect reasonable charges incidental therewith.
10. Assumption of Risk; Indemnification. Customer acknowledges that RunDNA is not engaged in rendering, and does not seek or claim to render, any medical, health, nutritional or similar healthcare advice or services via this Agreement or the RunDNA System. The information provided in connection with this Agreement or the RunDNA System should not be interpreted as a substitute for consultation, evaluation or treatment by qualified healthcare professionals, and the information contained in, accessible from, or available in connection with this Agreement or the RunDNA System should not be relied upon when making medical decisions or to diagnose or treat a medical or health condition. Customer is urged to seek the advice of a physician or a healthcare provider prior to using the Products. Each time that Customer uses the Products, Customer represents and warrants to RunDNA that Customer: (a) has not received any remuneration to become a user of the Products or agree to this Agreement, (b) is not using the Products for the purpose of seeking medical attention or treatment, (c) understands that relying upon, applying or taking action upon any information accessed or made available in connection with this Agreement may directly or indirectly cause serious risks of injury or other harms to users of the Products, and (d) that Customer freely, voluntarily, with full knowledge of the possible dangers associated with the foregoing, and without duress, seeks to use the Products and accept all risks (whether physical, economic or otherwise) that users may incur or experience as a result of Customer’s reliance upon, application of or taking action upon any information, materials, content or data that is accessed in connection with this Agreement. Customer shall indemnify, defend and hold RunDNA harmless from all claims, losses, liabilities and damages arising from any actual or alleged harm or injuries suffered by a user to whom Customer gives access to the RunDNA system or for whose benefit Customer uses the RunDNA system.
11. Force Majeure. RunDNA shall not be liable for any delay in delivery due to any cause beyond the control of RunDNA, including acts of nature, flood, fire, earthquake, explosion, war, invasion, hostilities, terrorist threats or acts, riots or other civil unrest, pandemics, requirements of law or any governmental authority, actions, embargoes or blockades, national or regional emergencies, strikes, labor stoppages or slowdowns or other industrial disturbances or shortages or delays in receiving, or inability to obtain, equipment, hardware or raw materials.
12. Cancellation; Modification. The Customer shall not cancel or terminate any Order, in whole or in part, except with RunDNA’s consent in writing and then only upon terms and conditions then to be agreed upon, which shall include protection of RunDNA against all loss. Any order modification shall continue to be subject to this Agreement.
13. Taxes. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on the Products or any amounts payable by the Customer. The Customer shall be responsible for all such charges, costs and taxes; provided, that, the Customer shall not be responsible for any taxes imposed on, or with respect to, RunDNA’s income, revenues, gross receipts, personnel or real or personal property or other assets.
14. Payments. Unless otherwise agreed in writing between RunDNA and the Customer, all RunDNA invoices are payable within 30 days of their date, unless other terms are preapproved by RunDNA in writing. Time is of the essence in respect of Customer’s payment obligations. Interest on past due amounts will be assessed at the rate of 1.5% per month (18% per annum), or the maximum allowable by law.
15. Assignment. Customer may not assign any of its rights or obligations, hereunder or otherwise, in connection with RunDNA’s Products, software, services and/or support, without the express written consent of RunDNA. RunDNA may freely assign, delegate, or subcontract this Agreement or its rights and obligations hereunder without Customer’s consent.
16. Third-Party Beneficiaries. RunDNA’s suppliers and warranty support providers are express third party beneficiaries of RunDNA’s rights under Section 3(d) and section 5 of this Agreement. Except as provided in the preceding sentence, this Agreement is for the sole benefit of the Customer and RunDNA and its successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
17. Waiver; Severability; Independent Contractor. No waiver by RunDNA of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by RunDNA. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any provision of this Agreement, or the application of a provision, is for any reason or in any event found to be invalid or unenforceable, then the remainder of this Agreement (and the remainder of the provision, to the extent possible) will remain in full force and effect and be interpreted so as best to reasonably effect the intent of the parties. The relationship between RunDNA and Customer under this Agreement is solely that of independent contractors, and no partnership, agency employment, franchise, joint venture, or other relationship is created hereunder.
18. Governing Law; Jurisdiction. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case located in the City of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
19. Litigation Costs and Expenses. If any action is necessary to enforce or interpret this Agreement, the prevailing party in a final non-appealable judgment shall be entitled to reasonable attorneys’ fees and costs, in addition to any relief to which it may be entitled.
20. Customers Responsibilities. It is the Customer’s responsibility to maintain a current copy of this Agreement. The most current copy will always be maintained on RunDNA’s website, rundna.com.
21. Amendment. RunDNA may modify this Agreement at the time of a new Renewal Term, in which case RunDNA will notify Customer of such modifications at least 60 days prior to the commencement of the Renewal Term. The updated Terms will be effective as of the commencement of the Renewal Term. If Customer does not give notice of non-renewal in accordance with Section 2, Customer will be deemed to have accepted the modified Terms. No amendment shall apply to a dispute for which a dispute has been initiated prior to the change in Terms.
22. Injunctive Relief. Customer agrees that a breach of this Agreement will cause irreparable injury to RunDNA for which monetary damages would not be an adequate remedy and RunDNA shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
23. End-User Accounts. Customer’s end-user clients and customers are required to register online with RunDNA and accept RunDNA’s end-user terms of use prior to accessing and using the end-user portal.
24. Data entered into the RunDNA System by Customer or Customer’s end-user clients or customers (collectively, “Customer Data”), shall be owned by Customer. In addition to RunDNA’s data use practices disclosed under the RunDNA Privacy Policy https://rundna.com/privacy-policy/, Customer hereby grants RunDNA a perpetual, irrevocable, royalty-free, non-exclusive, assignable, and sublicensable license to distribute, commercialize, sell, copy, analyze, aggregate, create derivative works from, or otherwise use, the Customer Data in deidentified form for any lawful business purposes. All data generated or output by the RunDNA System specifically in response to Customer’s or Customer’s end-user clients’ or customers’ use of the RunDNA System (collectively, “System Generated Data”) shall be owned by RunDNA.  RunDNA hereby grants Customer a non-exclusive license to use the System Generated Data in connection with its use of the RunDNA System and providing services to its end-user clients or customers.
25. Feedback. Customer acknowledges and expressly agrees that any contribution of feedback, comments and suggestions for improvements to the Products or services described in this Agreement (“Feedback”) does not and will not give or grant to Customer any right, title or interest in the RunDNA System, Products, services or in any such Feedback. All Feedback becomes the sole and exclusive property of RunDNA, and RunDNA may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Customer and without retention by Customer of any proprietary or other right or claim. Customer hereby assigns to RunDNA any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that Customer may have in and to any and all Feedback.

Exhibit A – Software Licensing Terms and Conditions

SOFTWARE LICENSING TERMS AND CONDITIONS

These Software Licensing Terms and Conditions (“SLTC”) apply to the software products listed in the Order or Quote to which these SLTC are attached.

1. • “Documentation” shall mean, collectively, the materials delivered by Company with or in connection with the Software describing its features, structure and use, including hard copy user guide(s) and similar materials in on-line, electronic form.
   • “Error” shall mean any material failure of the Software to conform in accordance with its Documentation. However, any nonconformity resulting from Customer’s misuse, improper use, alteration or damage of the Software, Customer’s combining or merging the Software with any hardware or software not supplied or identified as compatible by Company, or Customer’s failure to install Updates, shall not be considered an Error.  The Software may use approximations or statistical models to achieve greater efficiency or reduced memory consumption which may result in imperfect, but substantially similar, results.  The failure of such approximations or models to produce an ideal result for a particular data item shall not be considered an Error.
   • “Implementation” shall mean initial installation of the Software, set-up and configuration of the Software, and initial training of Customer’s employees.
   • “Registered User” shall mean anyone who has been granted security authorization through login ID, password, or similar means to access the Software subject to the terms of this SLTC.
   • “Server” shall mean the single computer on which a single copy of the Software is installed at Customer’s location and to which Workstations are connected.
   • “Software” shall mean, collectively, the Software Products listed in the Quote or Order to which this document is attached or linked, in object code only, along with associated on-line documentation, including all Updates.
   • “Specification System” shall mean the hardware required to operate the Software Product described in the Quote or Order to which this document is attached.
   • “Standard Support Hours” shall mean 9:00 AM to 5:30 PM Eastern Time, Monday through Friday, except for holidays.
   • “Update” shall mean a revision of any Software Product, including all patches, bug fixes, additional functionality and enhancements to current functionality.
2. Grant of License.
   • License. Subject to the terms of this SLTC, Company hereby grants to Customer a personal, non-transferable, non-assignable, non-exclusive, non-sublicensable right and license to use the Software Product (in object code only) solely for the purposes set forth in the Documentation, and for the term specified in the Quote or Order to which this document is attached.
   • License Restriction. Customer shall not, and shall not allow others, to reverse engineer, decompile or modify any part or portion of the Software, or make more copies of the Software other than as allowed by the license grant set forth in this SLTC.  Customer shall not attempt to exceed any limitations on the volume or duration of permitted usage or attempt to circumvent any mechanisms in the Software intended to enforce such limitations.
3. Ownership. Notwithstanding any other provision to the contrary contained herein, Customer shall not receive any right, title or interest, including but not limited to copyright, in or to the Software, which constitutes Confidential Information of the Company.
4. Implementation. Implementation and onboarding shall be provided to Customer by Company if specified in the Order or Quote.
5. Support and Maintenance. Support and maintenance shall be provided to Customer exclusively by Company. Company will provide the support and maintenance services described in Sections 5.1 through 5.4 below provided that Customer has paid applicable license fees in accordance with this SLTC, is current with payment of annual support and maintenance fees, and, if applicable, meets any minimum usage requirements set forth on the relevant Attachment.
   • Error Correction. Subject to the Exclusions in Section 5.6 of this SLTC, Company shall use commercially reasonable efforts to promptly correct any Error(s) in the Software.  In such case, Company may provide a temporary solution to the problem where one is available and shall work to correct the problem at its sole expense as soon as reasonably practicable.
   • Updates. Company shall provide Updates to the Software to Customer when such are made available to Company’s other customers receiving support and maintenance.
   • User Group. Customer is entitled to join the user group for the Software Product, if one exists.  Notwithstanding anything in this SLTC to the contrary, if a modification or enhancement to a Software Product is offered to the user group on a shared-expense basis and Customer declines to pay for same, then this modification or enhancement may be excluded from Updates provided to Customer.
   • Telephone Support. Company shall provide telephone support during Standard Support Hours.  Outside of Standard Support Hours, Customer may leave a message at Company’s support line, and a Company representative will return the call the next business day.  Telephone support is not to be considered as a source of training or as a source of consulting.
   • Maintenance Term and Renewal. The initial maintenance term for each Software Product shall commence upon delivery of the Software Product and shall terminate one year from that date, unless otherwise set forth in the Attachment. At the end of each term, maintenance and support shall automatically renew for an additional year unless either party provides notice of termination to the other party thirty days prior to the end of the then current term.
   • Exclusions. To the extent problems arise from (i) Customer’s unauthorized modification of the Software; (ii) services provided by a party other than Company; (iii) Customer’s operational error with respect to the Software or the hardware upon which the Software operates; (iv) hardware problems; or (v) problems with third party software, support rendered by Company in helping Customer to identify and resolve such problems (including telephone support)  may, at Company’s option, be billed at Company’s then current hourly rate. Support and maintenance will not be provided unless Customer has installed the latest Updates, within one (1) month of release of each Update.
6. Payment of Fees and Expenses.
   • Fees. Customer shall pay all software license fees required under the Quote or Order to which this document is attached.
   • Expenses/Taxes. Fees stated in the Quote or Order to which this document is attached do not include expenses, and Customer shall pay all expenses incurred by Company in the performance of any services on Customer’s behalf.  In addition to the fees set forth in the Quote or Order to which this document is attached, Customer shall pay any applicable sales taxes imposed on goods or services provided.
   • Verification. With reasonable advance notice, Customer shall permit Company or its authorized representatives reasonable access, during normal business hours, to the location(s) where the Software is used in order for Company to verify Customer’s compliance with the terms and conditions of this SLTC.  In addition, Company may include features in the Software to monitor usage solely for the purpose of determining compliance with this SLTC and assessing any applicable per-usage fees.  Customer will not attempt to block or circumvent such monitoring.  In the event that Customer has more Registered Users than Customer has paid for, then Customer shall immediately pay the then-current list price for such additional Registered Users.
7. Warranties and Liability.
   • Limited Warranty. Company warrants that the Software will perform in accordance with its Documentation for a period of 90 days following delivery. Company does not warrant that the Software will meet Customer’s requirements or that the operation of the Software will be uninterrupted.  Customer’s exclusive remedy for breach of this warranty shall be that Company will provide compliant Software.
   • Warranty of Right to License. Company warrants that it has the right to convey the licenses set forth in this SLTC and that Customer’s use of the Software in accordance with the terms of this SLTC shall not infringe any third-party rights in patent, copyright or trade secret in the United States.  Customer’s exclusive remedy for breach of this warranty shall be indemnification and substitution or refund as set forth in Section 8.1.
   • Service Warranty. Company warrants that it will render its services hereunder in a good and workmanlike manner.  Customer’s exclusive remedy for breach of this warranty shall be for Company to make commercially reasonable efforts to remedy any resulting discrepancies.  Any claim based on this warranty must be submitted in writing within 30 days of the delivery of the pertinent service.
   • Limitation of Warranty. THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  The remedies set forth in this Section 7 shall be Customer’s exclusive remedies and Company’s sole obligation for the breach of any warranty with respect to the Software or any services provided to Customer.
   • Limitation on Liability. COMPANY WILL UNDER NO CIRCUMSTANCES BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF RECORDS OR DATA, OR LOSS OF EQUIPMENT USE, EVEN IF COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. IN NO EVENT SHALL COMPANY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE LICENSE FEES RECEIVED BY COMPANY UNDER THIS AGREEMENT DURING THE PREVIOUS 3 MONTHS. No action, regardless of form, arising out of this SLTC may be brought by Customer more than one (1) year after the cause of action has arisen.
8. • Company Indemnification. Provided that Customer is not in default under this SLTC, Company agrees to defend or settle at its option and sole expense, indemnify and hold harmless (including reasonable expenses, costs and attorneys’ fees) Customer from, any action at law or in equity arising from a claim that use of the Software during the term of this SLTC infringes any United States patent or copyright; provided that (1) Company shall be entitled to deduct from such indemnification any expenses, costs and attorneys’ fees resulting from the failure of the Customer to give written notice to Company of such action within 15 days after Customer became aware of such action; and (2) the Customer shall give Company the right to control and direct the investigation, preparation, defense, and settlement of each such claim and the Customer shall fully cooperate with Company or its designee in connection with the foregoing.  Company may, at its option, promptly upon notice of such an infringement claim, (1) replace all or part of the Software to make it non‑infringing; (2) obtain the right for the Customer to use the allegedly infringing Software; or (3) terminate the license and refund to Customer the fees paid by Customer hereunder during the preceding 3 months.  Company shall have no liability based on a claim that the Customer’s use, or combination, of the Software with other programs or data which are not authorized, recommended or approved by Company, or Customer’s or any third party’s modifications to the Software, infringe the rights of any third party. Company shall have no liability for claims arising from Customer’s failure to update Software to a version that would have avoided infringement.  This paragraph states Company’s entire obligation to the Customer with respect to any claim of infringement of any patent, copyright, trademark, trade secret or similar intellectual property right.
   • Customer Indemnification. Customer agrees to defend, indemnify and hold harmless (including reasonable expenses, costs and attorneys’ fees) Company from any claims or actions arising from injury or damage to persons or tangible property resulting directly or indirectly from Customer’s or any Registered User’s use, including claims by Registered Users.

9. Term and Termination.
   • Agreement. This SLTC shall terminate upon (1) mutual agreement of the parties, (2) termination for cause as provided in this Section 9, or (3) non-renewal of the applicable license(s) set forth in the Quote or Order. For non-renewal to be effective, Customer must give Company at least 30 days prior written notice.
   • Termination for Cause. Either party may terminate this entire Agreement for a material breach by the other party, provided that (1) the terminating party has provided the breaching party with written notice of the breach and 60 days to cure such breach, and (2) the breach still exists at the time of termination. Upon written notice to Customer, Company may immediately terminate any Attachment or the entire Agreement for breach of Section 2.2 of the General Terms, without giving Customer the opportunity to cure.  In the event of termination by either   party under this Section 9.2, the license to use any Software also terminates.
   • Obligations upon Termination. Upon the expiration or termination of this SLTC for any reason, all fees shall become due and payable immediately by Customer to Company.  Customer shall immediately cease all use of the Software and promptly delete or destroy all copies of the Software.
   • Survival. Sections 2.2, 3.0, 7.5, 7.6, 8.2, 10 and 11 shall survive termination of this SLTC for any reason.
10. Confidentiality. “Confidential Information” means information that a reasonable businessperson would consider private, sensitive or proprietary.   With respect to Company, its confidential information shall include but is not limited to the Software, the Documentation, algorithms used in the Software, and the terms of this SLTC.  Customer shall hold in confidence and not disclose (except on a confidential basis to its employees who need to know and who are informed of their confidentiality obligations) all Company Confidential Information received from Company and shall not use any such Confidential Information except as permitted under this SLTC.
11. • Assignment; Transfer. Customer may not transfer, assign or delegate any of its rights or obligations under this SLTC without the prior written consent of Company.  Any attempted assignment without such consent will be void and of no force or effect.  Company may assign this SLTC at any time at Company’s sole discretion.
    • Severability. If any one or more provisions of this SLTC is declared invalid or unenforceable, the same shall not affect the validity or enforceability of any other provision of this SLTC and such invalid or unenforceable provision shall be limited or curtailed only to the extent necessary to make such provision valid and enforceable.
    • Waiver. Any failure of either party to enforce any of the provisions of this SLTC will not be construed as a waiver of such provisions or the right of the party thereafter to enforce each and every such provision.
    • No Third-Party Beneficiaries. The parties specifically intend and agree that no one other than the parties to this SLTC shall be deemed to be a third party beneficiary of any of the rights or obligations set forth in this SLTC.
    • Delays. Except with respect to payments required by this SLTC, neither party shall be responsible for delay or failure in performance resulting from acts beyond the control of such party.  Such acts shall include, but not be limited to, an act of God, an act of war, riot, strike, epidemic, fire, flood, other disasters, or an act of government.