Master License and Services Agreement

MASTER LICENSE AND SERVICES AGREEMENT 

BEFORE USING THE SUBSCRIPTION SERVICES PROVIDED BY NORTHTEQ, LLC (DEFINED BELOW), PLEASE READ THESE MASTER LICENSE AND SERVICES AGREEMENT TERMS (“AGREEMENT”) CAREFULLY.

These Terms are incorporated by reference into the Order Form executed by the entity identified as the “Customer” in the Order Form (“Customer”) and Northteq, LLC, identified as the “Supplier” in the Order Form (“Supplier”). Together, these Terms and the Order Form constitute a binding agreement between Customer and Supplier (the “Agreement”), effective as of the date the Order Form is mutually executed by both parties (the “Effective Date”).

If you are an employee or representative agreeing to these Terms on behalf of the Customer, you represent and warrant that you are authorized to enter into this Agreement and bind the Customer to its terms and conditions.

Supplier reserves the right, at any time and from time to time, to update, revise, supplement, or otherwise modify these Terms and to impose new or additional rules, policies, terms, or conditions on Customer’s use of the Subscription Services. Supplier will communicate changes to these Terms by posting the updated version on its website at https://northteq.com/master-license-and-services-agreement/ or through other means determined by Supplier in its sole discretion, or as otherwise required by applicable law. Such updated Terms will become effective immediately upon posting or notification. Customer’s continued use of the Subscription Services after such communication of changes will constitute Customer’s acceptance of any and all such changes. 

WHEREAS, Northteq desires to license to Customer the Software described in the Order Form and Customer desires to obtain a license to use the Software, subject to the terms and conditions of this Agreement.

  1. Definitions. Capitalized terms that are used but not otherwise defined herein shall have the meanings given to them below:
    1.  “Authorized User” means an employee or contractor of Customer who Customer permits to access and use the Software and/or Documentation pursuant to Customer’s license hereunder.
    2. “Documentation” means Northteq’s user manuals, handbooks, and installation guides relating to the Software provided by Northteq to Customer electronically.
    3. “License Term” means the period from the effective date of each Order Form until the expiration date of the Order Form, unless earlier terminated in accordance with the terms of this Agreement.
    4. “Software” means the software provided under this Agreement, for which the Licensor grants the Licensee a non-exclusive, non-transferable, limited right to use solely for its intended purpose. The Licensee shall not sublicense, modify, reverse engineer, decompile, or create derivative works based on the Software, except as expressly permitted by law. This license remains in effect for the duration specified in the Agreement unless terminated earlier due to a breach of terms or other specified conditions. 
    5. “Partner Application” means each partner application approved by Salesforce, Inc. and described in Northteq’s User Guide.
    6. “Combined Solution” means the combination of a Northteq’s leasing and lending license (“aurora”) in combination with the Salesforce, Inc. Services, in combination with such Partner Application.
    7. “Defect” means an error in the core product where the system does not operate per the Documentation.
    8. “Fees” are the fees paid by the Customer in connection with the Order Form and Services during the License Term.
    9. “Services” Northteq shall provide the Customer the services, which may include analysis, design, programming, testing, and documentation applicable to the Customer’s processing requirements, the scope of which is more particularly described in one or more Statements of Work submitted by Northteq and accepted by Customer in writing (each, an “SOW”). Upon acceptance by the Customer, each SOW will be incorporated in and made a part of this Agreement to define the scope, and if applicable, compensation and other related terms. In the event of any conflict between the terms of this Agreement and the terms of the SOW, the SOW shall control.
    10. “Deliverables” means Materials that are required to be delivered to Company under an SOW.
    11. “Maintenance” means the support and upkeep services provided by Northteq to Customer during the License Term with respect to the managed Software, consisting of: (i) Defect corrections and workarounds as described in Section 5(b); (ii) New Releases as described in Section 5(c); and (iii) support availability as described in Section 5(d). Maintenance does not include implementation, training, enhancements, custom development, or any other professional services, which are subject to a separate SOW or MSA. 
    12. “Subscription Services” means the combination of (i) access to and use of the Software as a service during the applicable License Term, as described in Section 2(b), and (ii) Maintenance, as described in Section 5. Subscription Services do not include Professional Services, training, or any other services governed by a separate SOW or MSA, nor do they include any third-party services (including Salesforce, Inc. services) except as expressly set forth in an applicable Order Form as part of a Combined Solution.
  2. License.
    1. License Grant – Subject to the terms and conditions of the Order Form and this Master Agreement, Northteq grants Customer a non-exclusive, non-sublicensable, and non-transferable (except as permitted under Section 14(n)) license to access and use the Software and Documentation as further described below:
    2. Software Access – Access and use the Software as a service solely for Customer’s internal business purposes during the applicable License Term.
    3. Documentation Use – Use and make a reasonable number of copies of the Documentation solely for internal business purposes in connection with Customer’s permitted use of the Software.
    4. The License is subject to the usage limits specified in this Order Form, including but not limited to the number of Authorized Users. Customer may not exceed these limits without prior written approval from Northteq, and any increase may result in an adjustment to the applicable license fees.
    5. Use Restrictions. Customer shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation to any third party or engage in service bureau work, multiple-user licenses, or time-sharing arrangements with respect to the Software; (iii) 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; (iv) remove any proprietary notices from the Software or the Documentation; or (v) 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.
    6. Reservation of Rights. Northteq reserves all rights not expressly granted to Customer 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 Customer or any third party any intellectual property rights or other right, title, or interest in or to the Software.
  3. Term, Renewal, and Termination
    1. Initial Term. The term of this Agreement begins on the Effective Date and will remain in effect until the expiration or termination of all License Terms specified in the applicable Order Form(s), unless earlier terminated as provided herein (“Term”). Each License Term begins on the Effective Date stated in the applicable Order Form and will continue for the period set forth therein. 
    2. Automatic Renewal. Unless otherwise stated, the License Term will automatically renew for additional periods of the same length as the initial term, unless either party provides written notice of non-renewal at least sixty (60) days before the end of the current term.
    3. Termination. Customer may terminate this Agreement for convenience at any time during a License Term; however, no refunds of prepaid fees shall be issued, and all unpaid fees for the full duration of the committed License Term will become immediately due and payable. If Northteq terminates this Agreement for convenience prior to the end of a License Term, Northteq will refund Customer a pro rata portion of any prepaid fees as of the effective date of termination. 
    4. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, all rights to use the Software and receive Maintenance or related services shall immediately cease. Customer shall promptly cease all use of the Software and Documentation, delete or destroy all copies (including archival or backup copies), and certify in writing to Northteq that such actions have been completed. Expiration or termination does not relieve Customer of any obligation to pay fees due prior to the effective date, nor does it entitle Customer to any refund, except as expressly stated above.
    5. Survival. Any provisions of this Agreement that by their nature should survive expiration or termination shall so survive, including but not limited to those relating to payment obligations, confidentiality, intellectual property, warranties, limitations of liability, indemnification, and miscellaneous terms.
  4. Customer Responsibilities.  
    1. Customer is responsible and liable for all uses of the Software and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer 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 Customer will be deemed a breach of this Agreement by the Customer. Customer shall make reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Software and shall cause Authorized Users to comply with such provisions.
    2. Product Improvement and Usage Data. By using the Software, Customer acknowledges and agrees that Northteq may collect, analyze, and use usage data, including but not limited to feature interactions, session information, performance metrics, and user behavior patterns, to improve the Software and Services. This may include: (i) enhancing existing features and functionality; (ii) developing new features and products; (iii) identifying and resolving technical issues; (iv) optimizing user experience and interface design; and (v) conducting analytics and research. Usage data may be aggregated and anonymized for these purposes. Northteq retains the right to use such anonymized data for product development, quality assurance, and service improvement without restriction.
  5. Services, Maintenance and Support. 
    1. Maintenance. Northteq shall perform the Maintenance and support Services described in this Section 4 (“Maintenance”) during the applicable License Term (unless terminated earlier pursuant to Section 3(c)).   Northteq shall not be required to provide any services to Customer under this Agreement, other than the Maintenance specified herein, and any services specified in the applicable Order Form or SOW.    Any additional professional consulting services, including without limitation, related to training, enhancements, or customer’s environment (“Additional Services”) will be provided under a separate master services agreement that is mutually agreed by the parties (“MSA”).
    2. Defect Correction and Service Levels.  Northteq will use commercially reasonable efforts to correct or provide a workaround for any reproducible Defect in the Software that causes it to materially fail to conform to its Documentation, where such issues has a critical impact on Customer’s business operations. Northteq will adhere to the following service level targets for core product Defects in the production environment.

      Severity

      Definition

      Response Time

      Investigation Time

      Critical

      A Defect that renders the Software unusable for core business functions.  Includes complete system failure, data loss, or the unavailability of functionality explicitly documented as required.  No viable workaround is available.

      Within 2 Hours

      Within 3 hours

      High

      A Defect that significantly impairs functionality but does not result in data loss. May include partial system outages or incorrect behavior with limited or no acceptable workaround.

      Within 6 hours

      Within 24 hours

    3. New Releases. In providing Maintenance, Northteq may periodically prepare and provide to Customer “New Releases” of the Software that are generally distributed by Northteq to its customers.  New Releases may include Defect fixes, patches, or enhancements or additional features that are otherwise not separately marketed.  Customer will be solely responsible for installing, configuring and integrating New Releases into Customer’s hardware and software environment; provided that at Customer’s request, Northteq shall provide integration assistance on a time and materials basis as Additional Services.  All Defect fixes and New Releases of the Software delivered to Customer hereunder are deemed Software under this Agreement and will be subject to the terms, limitations, and restrictions herein. Except as otherwise specified in this Agreement, Customer must run only the current release level of the Software that Northteq has made available to its customers. Customer shall promptly install all New Releases as soon as reasonably possible from the date they are made available by Northteq.
    4. Support Availability. Northteq will respond via its support e-mail to requests for assistance Customer makes through Northteq’s support website. Support is limited to items included within the scope of Northteq’s licensed software as specified in the Customer’s applicable Order Forms. Support is provided from 8:00 a.m. to 5:00 p.m. Central Time, excluding weekends and holidays.  Assistance consists of providing general advice on the operation and use of the software.  Northteq will respond to requests for assistance within a reasonable amount of time in light of the severity of the suspected problem. 
    5. Representations and Warranties. Each Party represents that it has the power and authority to enter into this Agreement. Northteq warrants that the Software shall materially conform to the Documentation and all other written specifications when operated in accordance with Northteq’s instructions. Northteq further warrants that the Software is free from any computer code designed to (a) corrupt data, (b) self-replicate, surreptitiously monitor and/or report activity, or (d) damage the performance of any computer memory or file system at any time and for any purpose.
    6.  Support Contacts. Customer will designate at least one (1) and up to three (3) people to act as the designated contacts for dealing with Northteq on support questions (“Contact Persons”). Before contacting Northteq with a question, a Contact Person shall take reasonable steps to resolve the question.  For example, the Contact Person shall recreate and verify the alleged problem and review the Documentation before contacting Northteq. Only Contact Persons may initiate calls to Northteq for support on behalf of Customer.
    7. Exclusions. Northteq’s obligations under this Section shall not apply to errors or maintenance caused by (a) Customer’s use of the Software in violation of this Agreement or the Documentation; (b) modifications to the Software not made by Northteq; (c) Customer’s systems or third-party products; or (d) Force Majeure events. If Northteq agrees to provide Additional Services to address any problems excluded by this paragraph, Additional Services shall be provided under a separate SOW that is mutually agreed by the parties.
    8. Unmanaged Salesforce.com Code.  Maintenance applies only to Software that is “managed” Salesforce.com code.  Northteq does not make support available for “unmanaged” Salesforce.com code regardless of who developed the code.  Unmanaged code, such as unmanaged booking integrations, are left unmanaged so the Customer can access and maintain this directly as needed.
  6. Training Services
    1. If requested by Customer, Supplier will provide training on the use of the Subscription Services to Customer and its Authorized Users. Training will be scheduled at mutually agreed-upon times as specified in the Order Form. Training fees are non-refundable.
    2. Customer may cancel a scheduled training session at any time before the scheduled date. Both parties will work in good faith to reschedule. If cancellation results in unrecoverable out-of-pocket expenses for Supplier, Customer will reimburse Supplier for those costs.
  7. Fees and Payment.
    1. Fees. Customer shall pay Northteq the Software fees (“Software“) and Service fees, if any (collectively, “Fees”) set forth in the applicable Order Form or SOW, without offset or deduction. 
    2. Annual Adjustment: The Fees specified in the Order Form will be adjusted annually on the Renewal Date of each calendar year. Such adjustments shall reflect any increase in the Consumer Price Index for All Urban Consumers (CPI-U) as published by the U.S. Bureau of Labor Statistics for December of the immediately preceding calendar year compared to December of the prior calendar year.
    3. Discretionary Increases: Northteq reserves the right to increase Fees at its discretion with at least sixty (60) days’ prior written notice to Customer.
    4. Currency and Due Date: All payments shall be made in United States dollars and are due on or before the due date specified in the applicable Order Form.
    5. Non-Cancelable and Non-Refundable: All amounts payable under this Agreement are non-cancelable and non-refundable.
    6. Late Payments. Payments not received by the due date shall accrue interest at a rate of twelve percent (12%) per annum or the maximum amount permitted by applicable law, whichever is lower, calculated from the overdue date until the payment is made in full. 
    7. Collection Costs. Customer agrees to reimburse Northteq for all reasonable costs incurred in collecting past-due amounts, including collection agency fees, attorneys’ fees, and court costs.
    8. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer 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 Customer hereunder, other than any taxes imposed on Northteq’s income.
    9. Use of Services. Any Services, unless otherwise set forth on an Order Form or SOW, must be used within 12 months immediately following issuance of an invoice for the Services.
    10. Usage. Certain features or functionality of the Software may be offered on a usage-based or consumption-based pricing model, as specified in the applicable Order Form, SOW, or other written agreement between the parties, and Customer agrees to pay all applicable fees based on such usage.
  8. Confidential Information. 
    1. Confidential Information. “Confidential Information” means any technical or business information that is disclosed by one Party, directly or indirectly to the other Party, and that is marked as confidential, identified as confidential within thirty (30) days of disclosure, or due to the character and the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information of Northteq includes, but is not limited to, the terms of this Agreement (but not its existence); the Software, as well as the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Software; know-how, and Northteq’s pricing, sales and training materials and procedures, all of which shall constitute trade secrets under this Agreement. Confidential Information does not include information that the receiving Party can demonstrate by competent evidence: (a) was previously known to a receiving Party without any restriction on disclosure, (b) was independently developed by or for the receiving Party without use of the Confidential Information of the disclosing Party (c) was acquired by it from a third party which was not under an obligation not to disclose such information, or (d) which is or becomes publicly available through no breach of this Agreement.  
    2. Requirements. Each Party shall protect the confidentiality of the other Party’s Confidential Information in the same manner that it protects the confidentiality of its own similar information, but in no event using less than a reasonable standard of care.  Each Party will restrict access in the Confidential Information to those of its personnel and subcontractors who have a legitimate need to know such Confidential Information in connection with Customer’s permitted use of the Software, or Northteq’ support of the Software, provision of Maintenance or  Services, or enforcement of this Agreement, provided that such parties are bound by written obligations of confidentiality and restricted use substantially similar to the terms of this Agreement. Each party shall ensure that its personnel and subcontractors comply with such obligations and be liable for any non-compliance. A Party may use or make copies of the Confidential Information of the other Party only to the extent reasonably necessary for purposes of this Agreement.
    3. Permitted Disclosure. If the receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it will promptly notify the other Party of such receipt and tender to the other Party the defense of such subpoena or process.  If requested by the other Party, the receiving Party will cooperate (at the expense of the other Party) in opposing such subpoena or process.  Unless the subpoena or process is timely limited, quashed or extended, the receiving Party will then be entitled to comply with such request to the extent permitted by law.
    4. Ownership. The disclosing party retains all right, title and interest in all Confidential Information it discloses under this Agreement and all improvements and modifications thereto.
    5. Return of Confidential Information. Upon the termination or expiration of this Agreement, the receiving party will return to the disclosing party all Confidential Information delivered or disclosed to the receiving Party, together with all copies at any time made by the receiving party. 
    6. Term of Obligations. The obligations of this Section, including those of confidentiality and restricted use shall endure during the term of this Agreement and for five (5) years after its termination or expiration of this Agreement, except that for Confidential Information constituting a trade secret under applicable law, such obligations will endure for as long as the information remains a trade secret.
  9. Intellectual Property Ownership.
    1. (a) Northteq Ownership. As between Customer and Northteq, Northteq owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation as delivered to Customer on the Effective Date (“Original Software”). Northteq retains all ownership of the Original Software regardless of any subsequent modifications or enhancements made to it.
    2. (b) Customer Ownership of Modifications. Any modifications, enhancements, or improvements made to the Original Software by Northteq on Customer’s behalf pursuant to an SOW (“Modifications”) or by Customer shall be owned exclusively by Customer, limited strictly to the specific code or functionality added or changed. For clarity, Customer’s ownership applies only to the discrete Modifications themselves and does not extend to the underlying Original Software into which those Modifications are incorporated.
    3. (c) Reservation of Rights. Except as expressly stated in this Section, neither party grants the other any intellectual property rights by implication, estoppel, or otherwise.
  10. Warranty Disclaimer. NORTHTEQ HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NORTHTEQ 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. NORTHTEQ MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’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.
  11. Limitations of Liability. IN NO EVENT WILL NORTHTEQ 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  COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NORTHTEQ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NORTH’EQ’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 NORTHTEQ UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
  12. Indemnification.
    1. (a) Northteq shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any third-party claim, suit, action, or proceeding (each, a “Claim”) alleging: (i) the Software infringes or misappropriates any third-party intellectual property right; or (ii) Northteq’s gross negligence or willful misconduct. Northteq shall not be liable for any Claim to the extent that it arises from: (A) Customer’s unauthorized use of the Software; (B) modifications to the Software not made by Northteq; or (C) Customer’s use of the Software in combination with any products, software, or services not provided by Northteq.
    2. (b) Customer shall indemnify, defend, and hold harmless Northteq and its officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any Claim alleging: (i) Customer’s use of the Software in violation of this Agreement or applicable law; (ii) Customer’s gross negligence or willful misconduct; (iii) Customer’s breach of its confidentiality or data privacy obligations under this Agreement; or (iv) any Claim arising out of Customer’s failure to obtain required consents or comply with applicable laws or regulations in connection with its use of the Software.
    3. (c) Indemnification Procedure. The party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing of any Claim. The Indemnifying Party shall have sole control of the defense and settlement of such Claim, provided that the Indemnified Party may participate in the defense at its own expense. The Indemnifying Party shall not settle any Claim without the Indemnified Party’s prior written consent unless the settlement releases the Indemnified Party from all liability.
    4. (d) Sole Remedy. The indemnification obligations set forth in this section shall be the Indemnified Party’s sole and exclusive remedy with respect to the Claims described in this section.
  13. Salesforce Pass Through Terms.
    1. Customer acknowledges that the Northteq Aurora platform operates on infrastructure owned and provided by Salesforce, Inc., and that Customer’s use of the combined solution (“Combined Solution”) is subject to the Salesforce Terms of Use and the pass-through obligations set forth below. As between the parties, Salesforce retains all right, title, and interest in and to the Salesforce platform and all intellectual property rights therein. For the avoidance of doubt, Customer retains all right, title, and interest in its proprietary code, configurations, and custom developments created within or in connection with the platform, as further described in Section 9.
    2. Northteq provides a Combined Solution that includes services provided by Salesforce, Inc. (“SFDC”) for resale with the Software, as indicated in the applicable Order Form (the “Distribution Services”), Customer agrees to abide by the following terms and conditions applicable to such Distribution Services:   
      1. SFDC’s terms of use set forth at https://www.salesforce.com/Customer/legal/agreements.jsp (or such successor URL as may be published by SFDC from time to time) (the “TOU”); Any terms defined used in this section but not defined above have the meanings given to them in the “TOU.”
      2. Customer may use the Distribution Services solely as part of the Combined Solution. Customer may use the SFDC Services solely to use the functionality of the Combined Solution in the form it has been provided to Customer by Northteq. Customer may not use the Software or to create or use custom objects beyond those that appear in the Combined Solution in the form that it has been provided to Customer by Northteq. If Customer’s access to the Combined Solution provides Customer with access to any functionality within it that is more than the functionality described in the Combined Solution’s user guide, Customer agrees to not access or use such functionality. Customer agrees that Customer’s noncompliance with the terms set forth in this paragraph would be a material breach of this Agreement; and
      3. Any additional product terms for the Distribution Services specified in the applicable Order Form ((i), (ii) and (iii) together constitute the “SFDC Customer Agreement”).
    3. The SFDC Customer Agreement is to the benefit of and enforceable by SFDC a third-party beneficiary.
    4. If Customer has signed up for a fee subscription to the Distribution Services for use with a free trial subscription to the Combined Solution (a “Trial Subscription”), the registration information provided by Customer will be disclosed by SFDC and will be used by SFDC pursuant to its privacy policy available at http://www.salesforce.com. All data provided by a Customer through a Trial Subscription will be treated by the Parties as that Customer’s Customer Data (as defined in the TOU, and Vendor will enable Customer to access and download all of its Customer Data throughout the term of the Trial Subscription).
  14. Miscellaneous.
    1. Entire Agreement. This Master Licensing and Services Agreement (MLSA), along with any referenced documents and associated schedules, represents the complete and exclusive agreement between the parties regarding its subject matter. It supersedes all prior and concurrent agreements, representations, and warranties, whether written or oral. In the event of any inconsistency, the following order of precedence shall apply: (a) first, the main body of this MLSA (excluding schedules); (b) second, the schedules in effect as of the Effective Date; and (c) third, any other incorporated documents.
    2. Insurance. Supplier agrees to maintain insurance coverage with financially stable and reputable insurance providers in amounts and types consistent with industry standards for companies operating in Supplier’s field and geographic region. These insurance policies will be maintained throughout the term of this Agreement to cover risks associated with providing the Subscription Services. At a minimum, Supplier will carry the following levels of coverage per occurrence:
    3. Workers’ Compensation: Statutory limits as required by applicable law.
    4. Employers’ Liability: $1,000,000.
    5. Comprehensive General Liability: $2,000,000.
    6. Professional Liability (Errors & Omissions): $1,000,000.
    7. Cyber Insurance: $5,000,000
    8. Upon Customer’s reasonable request, Supplier will provide a summary of its insurance coverage or a certificate of insurance demonstrating compliance with these requirements as they pertain to the Subscription Services. Supplier reserves the right to update its insurance coverage in accordance with industry practices, provided such coverage meets or exceeds the requirements specified herein.
    9. 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 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). A Notice is effective only upon receipt by the receiving party.
    10. Force Majeure. In no event shall either party be liable to the other or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, other than payment obligations, if and to the extent such failure or delay is caused by any circumstances beyond Northteq’s reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    11. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) 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 (ii) 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.
    12. 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 hereto shall 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.
    13. Governing Law; Submission to Jurisdiction. This Agreement is 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 that would require or permit 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 related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States 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. 
    14. Assignment. Neither party may 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 other party, except that no consent shall be required if such assignment in connection with a sale by the assigning party of all or substantially all of its assets.   Any purported assignment, transfer, or delegation in violation of this Section 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 hereto and their respective successors and permitted assigns. 
    15. Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US. 
    16. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 8 (Confidential Information) or, in the case of Customer, Section 2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, 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.
    17. Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, neither party shall hire, solicit, or attempt to hire or solicit, the services of any employee of the other party without the prior written consent of the other party.  Violation of this provision will entitle the other party to obtain liquidated damages from the violating party equal to one hundred percent (100%), or as otherwise determined to be reasonable of the hired person’s annual compensation, based upon the gross amount of the hired person’s average weekly wages for the year prior to the date of hiring or solicitation.
    18. 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. 
    19. Waiver of Jury Trial. To the fullest extent permitted by law, each Party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herein. This waiver applies to any claims, counterclaims, or defenses, whether based in contract, tort, statute, or otherwise. Each Party acknowledges that this waiver is a material inducement to enter into this Agreement and that both Parties have had an opportunity to consult with legal counsel regarding this provision.