ATS Software License Agreement

BY CLICKING THE “ACCEPT” BUTTON AND USING THE SOFTWARE IDENTIFIED IN THE APPLICABLE ORDER FORM (“ORDER FORM”) YOU, ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT, (“LICENSEE”) ACCEPT THE TERMS AND CONDITIONS OF THIS ATS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN DO NOT CLICK THE “ACCEPT” BUTTON AND YOU WILL HAVE NO RIGHT OR LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.

This Agreement, effective as of the date Licensee submits the Order Form (“Effective Date”), is by and between A.T.S. Automation, Inc., a Washington corporation having offices at 450 Shattuck Ave. S., Renton, WA 98057 (“ATS”), and Licensee. ATS and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”

WHEREAS, ATS desires to provide Licensee with the right to access and use the software(s) identified in the Order Form (“Software”), including any updates, bug fixes, patches, or other error corrections to the Software that ATS generally makes available free of charge to all licensees of the software (“Updates”); and

WHEREAS, Licensee desires to obtain a license to access and use the Software in connection with Licensee’s building automation systems (“Purpose”), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated by reference, mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier ‎pursuant to any of this Agreement’s express provisions, will continue in effect for the term of the license indicated in the Order Form (“Term”).‎
  2. Fees and Taxes.
    • Fees and Expenses. Licensee will pay ATS the fees set forth in the Order Form (“Fees”) on the Effective Date.‎
    • Late Payments. In addition to all other remedies that may be available to ATS, if Licensee fails to make any undisputed payment when due and such failure continues for ten (10) days following ATS’s written notice thereof, then ATS may prohibit Licensee’s access to the Software until all undisputed past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person.
    • Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on ATS’s income.
  3. Software License.
    • License Grant. Subject to and conditioned on Licensee’s payment of the Fees and strict compliance with the terms and conditions of this Agreement, ATS hereby grants to Licensee, and, subject to number of seats purchased by Licensee, Licensee’s employees and contractors who Licensee permits to access and use the Software and/or Documentation (as defined below) pursuant to Licensee’s license hereunder (“Authorized Users”), a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 5) license during the Term to: (a) access and use the Software solely for the Purpose; and (b) use and make a reasonable number of copies of ATS’s user manuals, handbooks, installation guides, and end user documentation relating to the Software (collectively, the “Documentation”) solely in connection with Licensee’s and Authorized Users’ use of the Software. ATS will make the Software available to Licensee by establishing end user accounts for each of Licensee’s Authorized Users to access and use the Software (each, a “User Account”). ATS will also provide Licensee with the log-in information for each User Account (collectively, “User Information”). Licensee agrees to maintain, and cause its Authorized Users to maintain, the confidentiality of their User Information. Licensee will be solely responsibility for any and all actions or activities in connection with a User Account and User Information. If at any time Licensee learns that any of its User Accounts have been or are at risk of being accessed or used without Licensee’s authorization, then Licensee must promptly notify ATS of any such unauthorized use or access. ATS reserves the right to modify or otherwise alter User Information in its sole and absolute discretion.
    • Use Restrictions. Licensee may only access and use the Software in accordance with the policies and procedures provided by ATS, whether as part of the Documentation or otherwise. Licensee will not access or use the Software or Documentation for any purpose beyond the scope of the express license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee will not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available or provide access to the Software or the Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Software or the Documentation; or (e) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    • Limited Purpose. The Software is a building automation system management and monitoring tool only. Nothing in this Agreement, including the Software and Documentation, will be deemed to be any advice or recommendations from ATS to Licensee related to Licensee’s buildings and infrastructure. Licensee is and will remain solely responsible for obtaining its own ‎construction, environmental, maintenance, infrastructure, project management, legal, regulatory, ‎or other advice or recommendations and to implement any such advice or ‎recommendations as Licensee deems appropriate or necessary in Licensee’s sole discretion.
    • Reservation of Rights. ATS reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software or Documentation.
  4. Licensee Responsibilities. Licensee is responsible and liable for all uses of the Software and Documentation resulting or arising from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee will cause all Authorized Users to comply with the provisions of this Agreement as applicable to such Authorized Users’ use of the Software.
  5. Confidential Information.
    • Confidential Information. From time to time during the Term, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure, as established by contemporaneous documentary evidence; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as established by contemporaneous documentary evidence. The Receiving Party may only use the Disclosing Party’s Confidential Information to exercise the Receiving Party’s rights or perform its obligations hereunder. The Receiving Party will not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees and contractors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder, provided that such employees and contractors are bound by confidentiality obligations no less stringent than this Section 5 with respect to such disclosed information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party will first give written notice to the Disclosing Party, unless prohibited by law, and make a reasonable effort to obtain a protective order; or (y) to establish the Receiving Party’s rights under this Agreement, including to make required court filings but only if the filing is made under seal and protected from public disclosure. On the expiration or any termination of this Agreement, the Receiving Party will promptly return all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information to the Disclosing Party, or, at the Disclosing Party’s request, destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.
    • Exempted Disclosures. Notwithstanding the foregoing, the Receiving Party has the right to disclose in confidence Confidential Information to government officials or to an attorney for the sole purpose of reporting or investigating a suspected violation of law. The Receiving Party will not be held criminally or civilly liable for disclosure of a trade secret under those limited circumstances. Nothing in this Agreement is intended to create liability for disclosure of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). The Disclosing Party requests that the Receiving Party inform it of any disclosure that will be made under this Section 5.
  6. Intellectual Property Ownership; Feedback.
    • Ownership. Licensee acknowledges that, as between Licensee and ATS, ATS owns all right, title, and interest, including all intellectual property rights, in and to the Software, Updates, Documentation, Feedback (as defined in Section 2 below), and Aggregated Statistics (as defined in Section 6.4 below). The Parties agree that the Software, Updates, Documentation, and any customizations, or derivative works based on the same made by ATS for Licensee, including without limitation all work performed as part of the Services, are not works made for hire and Licensee will not obtain any ownership right or interest in or to any of the foregoing.
    • Feedback. If Licensee or any of its employees or contractors sends or transmits to ATS any suggestions or recommendations relating to the Software, Documentation, Services, or ATS’s business, including without limitation, new features or functionality relating to the Software, or any comments, questions, suggestions, or the like (collectively, “Feedback”), then ATS is free to use such Feedback for any purpose whatsoever, without any attribution or compensation to any party, although ATS is not required to use any Feedback.
    • Licensee Data; Consent to Use Licensee Data. For the purposes of this Agreement, “Licensee Data” means any information, data, and other content that is submitted, posted, or otherwise transmitted by or on behalf of Licensee through the Software. Solely to the extent necessary for ATS to provide the Software and Services to Licensee and to monitor Licensee’s use of the Software, Licensee hereby grants to ATS a non-exclusive, royalty-free, worldwide license to copy, reproduce, distribute, modify, use, and display Licensee Data during the Term. Licensee is solely responsible for obtaining the rights, consents, and releases necessary (a) for Licensee and ATS to use Licensee Data as contemplated herein, and (b) to grant ATS the rights granted herein.
    • Aggregated Statistics. ATS may monitor Licensee’s use of the Software and collect and compile data and information related to the same in an aggregate and anonymized manner (“Aggregated Statistics”). ATS will own all right, title, and interest in and to the Aggregated Statistics, and all intellectual property rights therein. ATS may use Aggregated Statistics for any purpose permitted by law.
  7. Representations and Warranties.
    • Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement; (b) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (c) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
    • Licensee’s Representations and Warranties. Licensee represents and warrants to ATS that the compilation, collection, use, storage, access, or transmission of ‎Licensee Data as contemplated under this Agreement does not and will not: (a) infringe any intellectual property right or other proprietary rights of any third party, including without limitation the right of publicity and the right of privacy; or (b) violate any applicable law, statute, ordinance, or regulation, including without limitation those related to the collection and use of personally identifiable information.‎
    • ATS’s Representations and Warranties. ATS represents and warrants to Licensee that (a) the Software, when used in accordance with this Agreement and the Documentation, will perform materially as described in the Documentation for up to three (3) months after the Effective Date; and (b) to ATS’s knowledge, the Software does not contain any virus or other malicious code. Licensee’s exclusive remedy if ATS breaches the foregoing representations and warranties will be for ATS to, subject to Licensee promptly notifying ATS in writing of such breach, at ATS’s sole option and expense, either: (i) repair or replace the Software; or (ii) refund the prorated Fees paid for such Software from the date of such failure, subject to Licensee ceasing all use of the Software. The remedies set forth in this Section 3 are Licensee's sole remedies and ATS’s sole liability under the limited warranties set forth in this Section 7.3.
    • Acts that Void the Limited Software Warranty. The limited warranty set forth in Section 7.3(a) will not apply to and will become null and void if (a) Licensee breaches any provision of this Agreement, (b) Licensee, any Authorized User, or any other person provided access to the Software by Licensee or any Authorized User, whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by ATS in writing; (ii) modifies or damages the Software; (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by ATS in writing; or (c) fails to install any Update within ten (10) days after ATS makes such Update available, provided that the Update is made available at no additional cost to Licensee or it is otherwise included in the Fees.
    • Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 3, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND ATS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ATS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTIONS 7.3, ATS MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR DOCUMENTATION, OR ANY RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  8. Indemnification.
    • ATS Indemnification. ATS will indemnify, defend, and hold harmless Licensee for, from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding alleging that Licensee’s use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party’s U.S. patents, copyrights, or trade secrets, provided that Licensee (a) promptly notifies ATS in writing of the claim, (b) cooperates with ATS in defending the claim, and (c) allows ATS sole authority to control the defense and settlement of such claim. If a claim for infringement is made or appears possible, ATS may, at ATS’s sole discretion, either (i) modify or replace the Software, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Licensee to continue to use the Software at ATS’s expense. If ATS determines, in ATS’s sole discretion, that none of these alternatives are reasonably available, then ATS may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee, provided that ATS will refund any prepaid Fees for the affected component or part to Licensee. THIS SECTION 1 SETS FORTH LICENSEE’S SOLE REMEDIES AND ATS’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE AND/OR DOCUMENTATION INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY.
    • Licensee Indemnification. Licensee will indemnify, hold harmless, and, at ATS’s option, defend ATS for, from and against any Losses resulting from any third party claim, suit, action, or proceeding based on: (a) Licensee’s or any Authorized User’s: (i) negligent or more culpable conduct; (ii) use of the Software or Documentation in a manner not expressly authorized by this Agreement; (iii) breach of this Agreement; or (b) ATS’s use of Licensee Data in accordance with this Agreement, provided that in all instances ATS (x) promptly notifies Licensee in writing of the claim and (y) cooperates with Licensee in defending the claim and allows Licensee sole authority to control the defense and settlement of such claim if ATS requests Licensee to defend ATS. Licensee may not settle any claim against ATS (A) without a full release of ATS from all liability and culpability arising from or related to such claim and (B) in a manner that disadvantages ATS or otherwise imposes any obligations or restrictions on ATS conduct, without ATS prior written consent. ATS will have the right, at ATS’s option and cost, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.
  9. Limitations of Liability.
    • Limited Liability. IN NO EVENT WILL ATS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ATS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
    • Liability Cap. IN NO EVENT WILL ATS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ATS UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Licensee acknowledges that the limitations of liability contained in this Agreement are an essential element of the agreement between the Parties and that in the absence of such limitations ATS would not have entered into this Agreement or granted Licensee the rights granted under this Agreement.
  10. Termination.
    • Termination for Cause. ATS may terminate this Agreement, effective on written notice to Licensee, if Licensee breaches any of its obligations under Sections 1, 3.2, or 5. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach is (a) incapable of cure; or (b) capable of being cured, but remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
    • Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement, the licenses granted hereunder will also terminate, and, without limiting Licensee’s obligations under Section 5, Licensee will cease using and delete, destroy, or return all copies of the Software and Documentation. No expiration or termination will affect Licensee’s obligation to pay all Fees for services performed before the effective date of such expiration or termination, or entitle Licensee to any refund for services rendered. This Section 2 and Sections 2.2, 2.3, 3.2, 3.4, 4, 5, 6, 7, 8, 9, and 11 will survive any termination or expiration of this Agreement.
  11. Miscellaneous.
    • Entire Agreement; Modifications; Waiver. This Agreement together with the Order Form, which is incorporated herein by this reference, constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, Exhibit A, and any other documents incorporated herein by reference, the terms of this Agreement will control. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. Any purchase order entered into between the Parties will be deemed to incorporate the terms of this ‎Agreement. If a purchase order contains terms that purport to modify or supplement the terms of this ‎Agreement then those purchase order terms will have no force or effect.‎ No waiver by any Party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section 2). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is only effective upon receipt by the receiving Party and if the Party giving the Notice has complied with the requirements of this Section 11.2.
    • Force Majeure. In no event will either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic or epidemic, explosion, war, terrorism, invasion, internet brown-out, riot or other civil unrest, strikes, labor stoppages or slowdowns, national or regional interruption or shortage of adequate power or telecommunications, or other industrial disturbances (each a “Force Majeure Event”).
    • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of ATS. ATS may freely assign or transfer any of its rights or delegate any of its obligations hereunder. Any purported assignment, transfer, or delegation in violation of this Section 5 is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    • Attorneys’ Fees. If any arbitration, action, suit, or proceeding is instituted to interpret, ‎enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this ‎Agreement, the prevailing Party on a claim will be entitled to recover with respect to the ‎claim, in addition to any other relief awarded, the prevailing Party’s reasonable attorneys’ fees and ‎other fees, costs, and expenses incurred in connection with the arbitration, action, ‎suit, or proceeding, any appeal or petition for review, the collection of any award, or the ‎enforcement of any order granted by a court of competent jurisdiction.‎
    • Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under Sections 1, 3.2, or 5 of this Agreement would cause ATS irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, ATS will be entitled to equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    • Governing Law. This Agreement is governed by the laws of the State of Washington, without giving effect to any ‎conflict-of-law principle that would result in the laws of any other jurisdiction governing this ‎Agreement. Each Party hereby consents and submits to the exclusive jurisdiction and venue of any state or ‎federal court located in Seattle, Washington, for any litigation or dispute arising under or relating to this ‎Agreement, and the Parties hereby waive any claim or defense that such forum is not convenient or ‎proper.‎
    • Export Restrictions. Licensee acknowledges and agrees that the Software may be subject to ‎governmental export, import, and/or use controls. Licensee will not export, re-export, import, use, permit use of, or ‎transfer the Software outside of the United States.
    • Customer List. Licensee hereby grants to ATS the right to use Licensee’s name, trade name, and trademarks as a customer reference on ATS’s website and customer lists during the Term.
    • Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this signature page delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

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