IMPORTANT: BY USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:
Please read carefully the terms and conditions of this End User License Agreement (“EULA” or “Agreement”)) before proceeding with operation or use of Apex Data Solutions, LLC’s (“APEX”) Acceλerate™ for Microsoft 365 software, (“Software”), which is licensed hereunder, not sold. By clicking the “YES” button below or by downloading, installing or using the Software, you are accepting and agreeing to the terms and conditions of this EULA. If you are not willing to be bound by the terms and conditions of this EULA, then click the “NO” button below to terminate software operation or do not use or install the Software. Do not select “I AGREE” or install or use the Software until you have carefully read, understood and agreed to the terms and conditions of this EULA. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
This EULA is a legal agreement between you, either an individual or a single entity (together with its respective affiliates, subsidiaries, successors, assigns, officers, members, partners, directors, employees and agents (if exists and to the extent applicable) “YOU”, “YOUR”’ or “LICENSEE”) and APEX (“LICENSOR”) regarding the Software.
YOU assume all responsibility for the selection of this Software to achieve your intended results and for the installation, use and results obtained from the Software.
1. GRANT OF LICENSE. Subject to the terms and conditions of this EULA, LICENSOR hereby grants to YOU and YOU hereby accept, a annual, limited, personal, revocable, nontransferable, non-sublicensable, non-exclusive, non-sublicensable license to make internal use of the Software only in binary executable form, for the regular and standard purposes the Software was designed for, only as authorized in this EULA (the “License”). Specifically, this Agreement does not apply to Production Use or OEM Distribution (all such capitalized terms as defined below) or use of the Software for internal-facing or external-facing production services, each of which requires a separate agreement with APEX. You may not combine the Software with any third party script, application, hardware or tools which would cause the Software to run on an automated or unattended basis. The term “Software” includes the Software, the Apex Agora software (Apex’s license key management solution) and their respective binary code, tools, utilities, sample or example code, documentation, interfaces, content, data and other materials accompanying this License, in whatever form obtained by or provided to YOU. The term “Maintenance and Support” shall mean maintenance and support for the Software provided by APEX under separate terms. The term “Production Use” shall mean any use of the Software licensed under this Agreement beyond software development with the Software. For greater clarity, any use of the Software licensed under this Agreement, other than uses to support the development of scripts or applications, that will be run with the Software or that will embed the Software, including but not necessarily limited to binary applications created by the Software, are considered to be Production Use. The term “OEM Distribution” shall mean any distribution to, and/or use of the Software by, others outside YOUR organization and distribution and/or use of the Software as either a bundled add-on to, or embedded component of another application, with such application being made available to its users as, but not limited to, an on-premises application, a hosted application, a software-as-a-service offering or a subscription service for which the distributor of the application receives a license fee or any form of direct or indirect compensation and whether for commercial or non-commercial purposes.
All title and intellectual property rights in and to the Software, including the accompanying Documentation, if any, and any copies of the Software, are owned by Licensor. Licensee shall not, except if and to the extent expressly provided otherwise herein, nor shall it permit anyone else to, directly or indirectly: (a) assign, sublicense, resell, transfer, distribute, pledge, loan, rent or lease, or otherwise make the Software or Documentation, if any, available to any third party (or any other agency of the Federal Government, if Licensee is an agency of the Federal Government); (b) use the Software or the Documentation, if any, in any commercial manner or to provide services to or for the benefit of any third party (or any other agency of the Federal Government, if Licensee is an agency of the Federal Government); (c) copy, distribute, or sell the Software or Documentation, if any, or any portion or component thereof; (d) reverse engineer, disassemble, decompile, disclose, alter, enhance, attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software; (e) modify, convert, alter, change, manipulate, divide, part or revise the Software, or any part thereof; (f) delete or in any manner remove or alter Licensor’s trade names, copyright, trademarks, service marks, logos, domain names and/or other distinctive brand features and notices, nor copy Software manual(s), on-line documentation or any written materials accompanying the Software (collectively, the “Documentation”); (g) export the Software in violation of export administration regulations of the United States of America or any other country; and (h) apply for copyright, trademark or patent protection in the Software or Documentation, if any, or aid or abet anyone else in doing so or claim any other rights to or in the Software or Documentation. This Agreement shall be available to all active Licensee’s on the APEX website, accessible via their respective Client Portals. From time to time, APEX, in its sole discretion, may modify the terms and conditions hereof. YOU hereby acknowledge and agree that publication on its website constitutes sufficient notice to YOU of any such changes or modifications and that YOU agree to be bound by such changes or modifications during any TERM during which YOU maintain a License(s) for the Software.
You may install, use, access, display and run one copy of the Software at a time. The Software is licensed hereunder as a single product. The license granted hereunder permits YOU to install the Software on up to three (3) computers or electronic devices, but each such installed instance of the Software can only be run on one such computer or electronic device at a time and cannot be run concurrently with any other installed instance of the Software. If YOU have purchased multiple licenses for the Software, YOU can have as many copies of the Software in use as YOU have licenses.
This license does not allow YOU to and specifically prohibits YOU from installing the Software on a hardware partition, blade or terminal server, or in any other virtualization environment (collectively “Virtualization Environment” or “VM”). Other than the rights expressly set forth in this Section 1, no other right or interest whatsoever in or relating to the Software is transferred or granted to YOU. In the event that the Software license key needs to be exchanged (in coordination with the Licensee or upon the Licensee’s request), the prior License key shall be automatically terminated upon activation and use of the subsequent License key.
In addition to the other terms contained herein, and subject to YOUR compliance with all of the terms and conditions of this Agreement, APEX grants YOU a revocable, non-exclusive, no transferable and non-sublicensable license to install and use the Software strictly for YOUR internal evaluation and review purposes (“Trial License”) and not for commercial use or production purposes. This Trial License applies only if YOU have registered with APEX for a Trial License of the Software and shall be effective for thirty (30) consecutive days following the date of registration (“Trial Period”). YOU may only register for a Trial License once in any six (6) month period. YOU agree not to use a Trial License for any purpose other than determining whether to purchase a license to the Software. At the end of the Trial Period, you will automatically be billed for an annual license(s) of the Software unless YOU terminate the Trial License prior to the expiration of the Trial Period. YOU may terminate the automatic License purchase at the end of the Trial Period by accessing YOUR account through the Client Portal on the APEX website and terminating YOUR Trial License before the end of the Trial Period.
2. UPDATES. As part of the Software installation process, YOU must first consent to the installation of the Software onto your computer or electronic device. By providing YOUR consent to the initial Software installation, YOU also consent that APEX may, from time to time, download and install any and all future Software updates, bug fixes, feature enhancements or improvements (collectively, “Updates”) automatically without YOUR further and separate consent. In some instances, YOU may have the option to decline the Update. If the Update is not installed, YOU may not receive full benefit of the Software or the Software may not perform properly. APEX has no obligation to provide any support to the Software without the installation of such Updates. Updates are made available at APEX’s sole discretion.
3. USER GENERATED FEEDBACK. YOU have no obligation to provide APEX with ideas, suggestions, requests, documentations and/or other proposals (collectively, “Feedback”). However, if YOU submit Feedback to APEX, while YOU retain ownership of such Feedback, YOU hereby grant APEX a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited license under all of YOUR intellectual property rights, without reservation, to use and otherwise exploit YOUR Feedback for any purpose worldwide. Further, by submitting Feedback, YOU represent and warrant that (i) YOUR Feedback does not contain the confidential or proprietary information of YOU or of third parties; (ii) APEX i snot under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) APEX may have something similar to the Feedback already unders consideration or in development; and (iv) YOU are not entitled to any compensation or reimbursement of any kind from APEX for the Feedback under any circumstances.
4. CONFIDENTIALITY. The Software contains trade secrets and proprietary know-how that belong to Apex and it is being made available to YOU in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS EULA, MAY BE ACTIONABLE AS A VIOLATION OF APEX’s TRADE SECRETS.
Except as reasonably required to exercise YOUR rights under this EULA, YOU agree to prevent any unauthorized copying, use, distribution, installation or transfer of possession of Confidential Information received from Apex (the “Apex Confidential Information”). YOU will not acquire any interest in any Apex Confidential Information by reason of this EULA. Nothing herein will restrict Apex’s use or disclosure of the Apex Confidential Information. Apex Confidential Information will not include any information which (i) becomes part of the public domain through no act or omission on YOUR part; (ii) is lawfully acquired by YOU from a third party without any breach of confidentiality; (iii) is independently developed by YOU without reference to the Apex Confidential Information; or (iv) is disclosed in accordance with judicial or other governmental order or timely disclosure requirements imposed by law or stock exchange policies. Notwithstanding the foregoing, either party will be permitted to disclose the terms and conditions of this EULA in conjunction with legal proceedings. Without limiting the generality of the foregoing, YOU will take reasonable steps to prevent any personnel from removing any proprietary or other legend or restrictive notice contained or included in any material provided by Apex to YOU.
YOU acknowledge that any use or disclosure of the Apex Confidential Information in a manner inconsistent with the provisions of this EULA may cause Apex irreparable damage for which remedies other than injunctive relief may be inadequate and shall result in the immediate termination of this EULA and the License granted to YOU hereunder. YOU further agree that Apex will be entitled to attempt to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies.
Apex Confidential Information shall mean all information designated in writing as confidential by each party, or which under the circumstances of disclosure reasonably ought to be considered as confidential. Without limiting the foregoing, Apex Confidential Information will include the Software, including all source and object code, and all associated Documentation.
5. INTELLECTUAL PROPERTY OWNERSHIP. This is a license agreement and not an agreement for sale; each copy of the Software is licensed, not sold. For purposes of this Agreement, the terms “purchase”, “sell” and like terms refer to purchase and sale of a license to use the Software and not to a purchase or sale of title to or ownership of any rights or other interests in the Software. All right, title and interest in and to the Software and all intellectual property rights embodied therein, including copyrights, trade names, trademarks, service marks, product names, trade secrets embodied in the Software's design and coding methodology and other proprietary materials in the Software belong exclusively to Apex or its third party licensors. The Software is protected by United States copyright laws and international treaty provisions as implemented locally in different jurisdictions. Except as specifically provided under this EULA, YOU acknowledge that no other right, title or interest in and to the Software or any parts thereof is granted to YOU. Apex grants YOU the limited right to use the trade names, trademarks, service marks or product names of Apex as required for reasonable and customary use in describing the origin of the Software. YOU may not use the trade names, trademarks, service marks or product names of Apex in any way that might state or imply that Apex endorses YOUR, or might state or imply that YOU created the Software. If YOU purchase a license and download the Software, YOU may (in addition to the usage copies mentioned above) only make one (1) copy of the Software or YOU may keep one (1) copy of the Software on a single device for backup or archival purposes only.
6. CONSENT TO COLLECTION AND USE OF DATA. YOU acknowledge, agree, and expressly consent to Apex’s collection of YOUR User Data through the Software. Apex does not claim ownership of any User Data. YOU hereby grant to Apex and its sublicensees a royalty-free, perpetual, irrevocable, transferable, worldwide non-exclusive right to reproduce, analyze, review, process, diagnose, or otherwise use the User Data (in whole or in part) for the purpose of supporting, maintaining, and providing the Software, the Maintenance and Support, if any, and any related services provided by Apex relating to the Software (the “User Data License”). Apex will not disclose the User Data to any third parties and will only use the User Data in accordance with the User Data License, except that Apex may provide YOUR User Data to third parties providing services relating to the Software to Apex (which will protect the User Data on terms and conditions that are commensurate in scope with this EULA). In addition to the rights granted under the User Data License, YOU acknowledge and agree that Apex has the right to (i) publicly disclose, in any manner whatsoever, User Data that have been anonymized; and (ii) review or analyze the User Data and publicly disclose any results of such review or analysis, including in the form of reports, blog posts, newsletters, marketing materials, or otherwise, provided YOU will not be identified in such publicly disclosed materials.
7. AUTOMATIC PRODUCT INFORMATION ALERTS. APEX may periodically alert YOU to information and special offers related, but not limited to, YOUR Software and complimentary APEX products, or to notify YOU of critical patches, new applications, plug-ins or macros that are available for purchase (collectively, “Alerts”). These alerts will be communicated to YOU either via within the Software itself, via email or other means. By accepting this EULA or YOUR use of the Software, YOU hereby give APEX YOUR content to receive these automatic Alerts from time to time whether or not YOU have launched an Apex Software product.
8. TERM AND TERMINATION. This EULA is effective upon the earliest of the following occurrences: (i) by agreement electronically in any manner; (ii) downloading the Software; (iii) installing the Software; (iv) using the Software; or (v) YOUR acceptance and agreement to the terms and conditions of this EULA in any other way (the “Effective Date”). The terms and conditions of this EULA will continue in effect and force until terminated in accordance with the terms and conditions of this EULA.
This License is effective for one (1) year (365 days) (the “TERM”). This EULA and the license granted hereunder shall automatically renew for additional one (1) year TERMS unless YOU terminate this License at least thirty (30) days prior to the expiration of any TERM. YOU may terminate the automatic renewal of your License by accessing YOUR account through the Client Portal on the APEX website. Note, any termination of YOUR license hereunder may impair YOUR ability to access or use content created using the Software. NOtwithstanding the foregoing or anything to the contrary herein, YOUR rights under this License will terminate automatically or cease to be effective without notice from LICENSOR if you fail to comply with any term(s) of this License. Additionally, Apex may also terminate this License, without any liability to YOU, if any law, regulations, orders, or legal requirements prohibits Apex’s provision or licensing of the Software to YOU. Upon termination of the License granted hereunder by Apex, YOU will immediately cease all use of the Software and delete all such copies of the Software on any Devices where the Software has been installed. Upon any such termination, YOU shall, at LICENSOR’s request, certify in writing that all copies of the Software have been removed from each Device upon which the Software was installed.
Termination of this EULA and/or the License granted hereunder will not affect LICENSEE’s obligations, duties and acknowledgment of rights under the License Grant (Section 1), Confidentiality (Section 4), Intellectual Property Ownership (Section 5), IP Infringement (Section 9), Disclaimer of Warranty (Section 10), Limitation on Liability (Section 11), and Miscellaneous (Section 15).
9. IP INFRINGEMENT. LICENSEE’s sole remedy for any claim, suit or proceeding based on a third-party claim that the use of the Software furnished by LICENSOR hereunder constitutes an infringement of any copyright, trademark, patent or other intellectual property right (an “Infringement Claim”), shall be to terminate this EULA and discontinue YOUR use of the Software.
10. DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTIES. SPECIFICALLY, LICENSOR MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, DURABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, UPDATES, UPGRADES, SUPPLEMENTS, PRODUCTS, APPLIANCES, SYSTEM INTEGRATION, DATA ACCURACY AND ANY OTHER ITEMS PROVIDED HEREUNDER. LICENSOR MAKES NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT., INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ANY CONDITIONS OF QUALITIES, OR ANY WARRANTIES ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING, AND LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS. LICENSOR DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED.
TO THE EXTENT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, AND SO SOME OR ALL OF THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS SET OUT IN THIS SECTION MAY NOT APPLY TO YOU.
11. LIMITATION ON LIABILITY. INDEPENDENT OF THE FOREGOING PROVISIONS OF SECTION 7, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, WILL LICENSOR, ITS MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR PRINCIPALS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR DAMAGES UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, BUT YOU AGREE THAT IN NO EVENT SHALL SUCH LIABILITY EXCEED THE ANNUAL COST OF THE LICENSES YOU PURCHASED HEREUNDER.
12. GOVERNMENT LICENSEES - COMMERCIAL COMPUTER SOFTWARE. The Software and Documentation, if any, are “Commercial Computer Software” and “Commercial Computer Software Documentation”, respectively, within the meaning of 48 CFR § 2.101, 48 CFR § 12.212, 48 C.F.R. § 27.405-3; and 48 C.F.R. § 227.7202, and 48 C.F.R. § 252.227-7014(a), as applicable. In accordance with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable, all use, modification, reproduction, release, performance, display and disclosure of the Commercial Computer Software and the Commercial Computer Software Documentation is governed by and shall be in strict accordance with this EULA. Manufacturer is Apex Data Solutions, LLC 334 East Lake Road, #116, Palm Harbor, FL 34684. Unpublished. All Rights Reserved Under the Copyright Laws of the United States.
13. EXPORT CONTROLS. YOU will comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party will obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the United States. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported: into any country subject to United States’ trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, YOU are representing and warranting that You are not located in, under the control of, or a national or resident of any such country or on any such list. By installing or using the Software, YOU agree to the foregoing and represent and warrant that it complies with these conditions.
14. LICENSEE OUTSIDE THE UNITED STATES. If You are located outside the United States, then the following provisions will apply: (a) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: " The parties hereto confirm their intention that this Agreement and all documents including any notices that may be attached thereto be drafted in the English language."); and (b) YOU are responsible for complying with any local laws in YOUR jurisdiction which might impact YOUR right to import, export or use the Software, and YOU represent that YOU have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
15.1 Choice of Law. This EULA and all disputes or controversies arising out of or relating to this EULA or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Florida, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Florida. If LICENSEE is an agency of the Federal Government, disputes or controversies arising out of or relating to this EULA or the transactions contemplated hereby shall be governed by the federal law applicable to federal government contracts.
15.2 Severability. Whenever possible, each provision or portion of any provision of this EULA shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this EULA is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this EULA shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
15.3 Assignment. Neither Party may assign any rights or obligations hereunder without the prior written consent of the other, provided that either Party may assign this EULA in connection with a sale of its business. Any assignment in contravention of this provision shall be null and void. The rights and obligations of the Parties shall be binding, upon, and inure to the benefit of, the respective legal representatives, successors and permitted assigns of the Parties.
15.4 Waiver. LICENSOR’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. No waiver of any right or obligation under this Agreement shall be effective unless in writing, specifying such waiver, executed by the Party against which such waiver is being enforced. A waiver by either Party of any of its rights hereunder on any occasion shall not be a bar to the exercise of the same right on any subsequent occasion or of any other right at any time.
15.5 Headings. Headings used in this EULA are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such paragraph, or in any way affect this EULA.
15.6 Independent Contractors. Nothing in this EULA should be construed to create a partnership, agency, joint venture, or employer-employee relationship. Neither Party has the authority to assume or create any obligation, express or implied, on behalf of the other.
15.7 Entire Agreement; Amendment. This EULA constitutes the exclusive agreement between the Parties with respect to the subject matter hereof and supersedes any previous proposals, negotiations, agreements, letters of intent, arrangements or warranties, whether verbal or written, made between the Parties with respect to such subject matter. This EULA shall control over any additional or conflicting terms in any order forms or other business forms sent between the Parties. This EULA may be amended or modified only by mutual agreement in writing of the authorized representatives of the Parties.
15.8 Injunctive Relief. Notwithstanding any terms to the contrary in this EULA, LICENSOR shall have the right to obtain injunctive relief in case of any breach by LICENSEE of this Agreement.
15.9 Notices. Notices shall be conclusively deemed to have been duly given to a Party: (a) when hand delivered to that Party; (b) when received if sent by e-mail or facsimile (provided, however, that notices given by e-mail or facsimile shall be deemed effective the earlier of (i) one (1) business day after being sent by the Party providing such notice or (ii) when the receiving Party delivers a written confirmation of receipt for such notice either by e-mail, facsimile or any other method described in this Section 15.9 (Notices)); (c) three (3) days after deposit by mail with first class, registered or certified mail postage prepaid, return-receipt requested and addressed to the other Party, provided that the sending Party receives a confirmation of delivery from the applicable postal service; or (d) the next day after deposit with a national overnight delivery service, postage prepaid, addressed to that Party with next-business-day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider. A Party may change or supplement the addresses, or designate additional addresses, for purposes of this Section 15.9 (Notices) by giving the other Party written notice of the new address in the manner set forth above.