Portal License Agreement

This Portal License Agreement (the “Agreement”) shall be effective on the date of last signature below (the “Effective Date”) and is entered into by and between Venntel, Inc. (“Venntel”), a Delaware corporation, with a principal place of business at 44679 Endicott Dr, Suite 333 Ashburn, VA 20147, and [x] (the “Customer”), a Corporation (type of entity), organized under the laws of __________ (place of incorporation), with a principal place of business at [x]. Each of Customer and Venntel shall individually be referred to as a “Party”, and collectively, as the “Parties”.

1. Definitions.

1. “Affiliate(s)” means with respect to a Party, any individual or entity that Controls, is Controlled by, or is under common Control with the Party, where “Control” means either the beneficial ownership of at least 50% of the voting interests of an entity or the power to direct the management or affairs of such entity.
2. “Confidential Information” means any and all information disclosed by one Party to the other Party, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or reasonably understood to be confidential given the nature of the information or the circumstances of disclosure, including, without limitation, trade secrets, customer lists, business plans, technical data, product ideas, personnel, contract and financial information, and the terms of this Agreement.
3. “Documentation” means the standard manuals, tutorials, reference materials, and similar materials, whether in print or electronic format, provided by Venntel under this Agreement that describe the functionality of the Software.
4. “Intellectual Property Rights” means the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including, but not limited to (i) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to use, make, have made, sell, offer to sell, and import patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including privacy rights and any rights in databases recognized by applicable law.
5. “Instance” means the copy of the Portal running on Customer’s systems/servers.
6. “Order” means that certain ordering document, which describes the Portal purchased, the relevant Fees, and other applicable terms.
7. “Order Term” means the term for which Customer shall have a right to use the Portal as set forth in an Order.
8. “Portal” means Venntel’s web-hosted user interface with certain graphical user interfaces, methods, processes and other related services, which provides Customer with access to the Licensed Data, in its current version, or as it may be updated, upgraded, designed, re-designed and/or altered by Venntel from time to time, and as described in the corresponding Order.
9. “Subscription Fees” means the fees payable by Customer to license the Portal as set forth in an Order.
10. “Support and Maintenance Services” means the support and maintenance services as described in Exhibit 1 provided by Venntel in connection with a license to the Software. “Support and Maintenance” services shall include any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Portal that Venntel makes available to Customer.
11. “User” means an individual, including employees, officers, and agents of Customer, including any employees of contractors or consultants providing services to Customer, specifically designated by Customer to access or use the Software.

2. Scope. This Agreement applies to Customer’s purchase of the Portal as specified in an Order. From time to time, Customer and Venntel may enter into one or more Order(s) for the provision of Portal and related Support and Maintenance Services. Each Order shall be incorporated hereunder and made a part hereof. In the event of a conflict between the terms of an Order and the terms herein, the terms in this Agreement shall prevail, except where the Parties expressly agree in writing and reference a section of the Agreement to be modified for purposes of that Order only.

1. License Grant and Restrictions. Subject to the terms and conditions of this Agreement and an Order, Venntel hereby grants to Customer a non-exclusive, limited, non-transferable (except as permitted in Section 13(d)), and non-sublicensable license to (a) install and use the Portal during the applicable Order Term solely for Customer’s internal business purposes, and (b) use and make copies of the Documentation solely in connection with and as required for Customer’s use of the Portal in accordance with the terms herein. In addition, Customer may not and shall not permit any User to: (i) sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Portal to any third party (except for its Users), including making the Portal available for download by a customer client or any third party, whether within Customer’s products or services, or otherwise through the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, including, without limitation, displaying, sharing, or otherwise disclosing the Portal, or any portion thereof, to any third party, in whole or in part, in any manner or medium whatsoever, (ii) copy or use the Portal other than in connection with the Instance permitted hereunder, (iii) reverse engineer, disassemble, decompile, or decode the source code of the Software; (iv) reproduce, modify, adapt or create derivative works of the Portal or any part thereof, (v) remove, obscure, or alter any copyright notices, trademarks or other proprietary rights notices affixed to or contained within the Software; (vi) use the Portal in any manner or for any purpose that violates any applicable law, rule or regulation, (vii) use the Portal for purposes of developing, using or providing a competing product or service; (viii) use the Portal in any manner inconsistent with this Agreement; or (ix) encourage or assist any third party to do any of the foregoing.
2. Portal Terms.
  1. Instances and System Requirements. Customer is solely responsible for ensuring that its systems meet the hardware, software, and any other applicable system requirements for the Portal as specified in the Documentation. Venntel shall have no obligations or responsibility under this Agreement for issues caused by Customer’s use of the Portal with any third-party hardware or software not provided by Venntel.
  2. Delivery. Upon execution of an Order, Venntel will promptly make the Portal and Documentation available to Customer. All deliveries hereunder shall be electronic. Delivery of the Portal will be deemed complete when Venntel has provided the Portal to Customer in the mechanism indicated in the Order.
  3. Support and Maintenance Services. During the Order Term, and subject to payment of the corresponding Subscription Fees and other Fees, as applicable, Venntel shall provide Customer with the Support and Maintenance Services for the Portal purchased under an Order.
3. Ownership.
  1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Venntel owns all right, title, and interest, including all Intellectual Property Rights, in and to the Portal provided to Customer under this Agreement and any Order, including all enhancements and other modifications that may be made by Venntel to the Software. In the event any materials are provided by Venntel in connection with the Support and Maintenance Services, Venntel shall own all such materials and Customer may use such materials only in connection with its use of the Software. Except for the rights expressly granted to Customer in this Agreement, Customer shall have no other rights in and to the Portal or to use any materials provided to it in connection with the Software.
  2. Suggestions. Venntel shall have a royalty-free, worldwide, irrevocable, perpetual license to use any suggestions, enhancement requests, recommendations or other feedback provided by Customer (“Feedback”) without any obligation, royalty or restriction based on intellectual property or otherwise. No Feedback will be considered Customer’s Confidential Information and nothing in this Agreement limits Venntel’s right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
4. Fees and Payment
  1. Fees & Invoicing. Customer shall pay Venntel the Subscription Fees and other fees, as applicable, set forth in the applicable Order (the “Fees”). Fees shall be due and payable within thirty (30) days from the date of the invoice and, unless otherwise set forth in the Order, shall be invoiced upon the Order Effective Date (as defined therein). Where Fees are billed on a monthly or quarterly basis, and where the Order Effective Date does not fall on the first calendar day of a month, the Fees for the first and last invoice shall be pro-rated for the remaining portion of the month. Following the first invoice, monthly or quarterly Fees shall be invoiced in advance on the first calendar day of each subsequent month or quarter, as applicable. Any undisputed Fees not paid within the above timeframe shall be subject to a late fee at a rate of the lower of one and one-half percent (1.5%) per month or the maximum allowable by applicable law. Customer is responsible for providing complete and accurate billing and contact information to Venntel and notifying Venntel of any changes to such information.
  2. Disputes. If Customer disputes the amounts charged on any invoice, it must communicate this to Venntel within five (5) business days of Customer's receipt of such invoice. Venntel shall not exercise its right to charge interest or suspend the Maintenance and Support Services if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute in a timely manner.
  3. Taxes. All fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, without limitation, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with the Portal and Support and Maintenance Services purchased under an Order. If Venntel has the legal obligation to pay or collect Taxes for which Customer is responsible, Venntel will invoice Customer and Customer will pay that amount unless Customer provides Venntel with a valid tax exemption certificate authorized by the appropriate taxing authority. Venntel is solely responsible for taxes assessable against it based on its income, property and employees.

Term and Termination

Term. This Agreement is effective as of the Effective Date and continues until terminated in accordance with this Section 7 (the “Term”). The Order Term starts on the Order Effective Date, as set forth in each corresponding Order.

Termination. Either Party may terminate the impacted Order: (i) upon thirty (30) days’ written notice of a material breach to the other Party; provided such breach remains uncured at the expiration of the aforementioned notice period; (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (iii) upon thirty (30) days written notice to the other if there are no outstanding Orders under this Agreement.

Suspension. If any Fees owed by Customer are thirty (30) days or more overdue, or if Customer’s use of the Portal is not in compliance with the terms of this Agreement or applicable law, then Venntel may suspend provision of the Support and Maintenance Services upon ten (10) days prior written notice that (i) Customer’s account is overdue, or (ii) that Customer is in violation of the terms of this Agreement, until such time as Customer’s account is current or the material violation has been cured. In the event Customer cures the violation within the ten (10) day notice period, Venntel will not suspend the Support and Maintenance Services.

Effect of Termination & Survival. Upon termination or expiration of this Agreement, or the applicable Order, (i) Customer’s license to the Portal shall terminate and Customer must cease using and delete (or at Venntel’s request, return) all Portal and Confidential Information or other Venntel materials in Customer’s possession and confirm such deletion in writing to Venntel. If an Order is terminated by Customer under Sections 7(b) (i) or (ii), then Venntel shall refund any prepaid Subscription Fees under the corresponding Order. If an Order is terminated by Venntel under Sections 9(b) (i) or (ii), Customer shall pay Venntel all Subscription Fees due for the remaining Order Term under the corresponding Order(s). Upon termination of this Agreement, all terms that by their nature are intended to extend beyond this Agreement’s expiration or termination, will remain in effect until fulfilled and will apply to the respective successors and assignees of the Parties.

Audit. At Venntel’s request, Customer agrees to provide a signed certification that its use of the Portal is pursuant to the terms of this Agreement, including the use rights and restrictions. Customer agrees to allow Venntel, or its authorized agent, to audit its use of the Software. Venntel will provide Customer with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. Venntel shall bear all out-of-pocket costs incurred for the audit, unless the audit reveals that Customer is in breach of the use and restriction rights hereunder. Customer will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at its own costs.
Confidentiality. Each Party agrees that, except in connection with the performance of its obligations under this Agreement, it will not otherwise use in any way for its own account or the account of any third party, nor disclose to any third party, any Confidential Information revealed to it by the other Party. This Agreement is deemed to be Confidential Information of both Parties. Confidential Information shall not include information which (a) becomes a part of the public domain through no act, negligence or omission of the receiving Party; (b) was in the receiving Party's lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use; (c) is independently developed by the receiving Party without use of the Confidential Information of the disclosing Party; or (d) is lawfully disclosed hereafter to the receiving Party, without restriction, by a third party who did not acquire the information directly or indirectly from the disclosing Party or who was not subject to any restrictions with respect to the disclosed information. Each Party agrees that, except in connection with the performance of its obligations under this Agreement, it will not otherwise use in any way for its own account or the account of any third party, nor disclose to any third party, any Confidential Information revealed to it by the other Party. Notwithstanding the foregoing, Confidential Information may be disclosed (i) to the receiving Party’s officers, directors, employees, consultants, professional advisors, Affiliates, and agents (the “Representatives”) who have a need to know for purposes of this Agreement, or (ii) pursuant to a regulation, law, court order or rule of any applicable securities exchange (but only to the minimum extent required to comply with such regulation, order, or rule and, to the extent not otherwise prohibited by law, with advance notice to the disclosing Party). Each Party shall take commercially reasonable efforts to protect the confidentiality of the other Party's Confidential Information, such precaution not to be less than the precautions each Party takes to protect the confidentiality of its own Confidential Information, and in no event shall be less than reasonable care. The receiving Party shall be responsible for any breach of the confidentiality obligations hereunder by any of its Representatives to whom it discloses information. The receiving Party acknowledges that its breach of this Section may cause irreparable damage to the disclosing Party and hereby agrees that the disclosing Party shall be entitled to seek injunctive relief for breach of its obligations under this Section, as well as such further relief as may be granted by a court of competent jurisdiction. Upon request from the disclosing Party, or following termination of this Agreement, the receiving Party shall return all copies of Confidential Information received hereunder, or destroy such Confidential Information and certify such destruction. Notwithstanding the foregoing, the receiving Party may retain copies pursuant to automatic backups or as required by law or regulation, provided that such retained Confidential Information remains subject to the confidentiality obligations hereunder.
Warranties.
1. Mutual Warranties. Each Party represents and warrants that (i) it has validly entered into this Agreement, (ii) it has the legal power to do so, and (iii) the execution and performance of this Agreement does not and shall not violate any other contract, obligation, or instrument to which it is a party, or which is binding upon it, including terms relating to covenants not to compete and confidentiality.
2. Venntel Warranties. Venntel further represents and warrants that (i) the Portal will comply in all material respects with specifications set forth in the corresponding Order and Documentation, as applicable, and (ii) it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to Customer, will be free of any viruses, malware, or other harmful code. For any breach of the warranty in this Section 10(b), Customer’s sole and exclusive remedy shall be for Venntel to correct the Portal in a manner that conforms to the warranty. If Venntel is unable to remedy the non-conformity, and notifies Customer of the foregoing, then either Party may terminate the relevant Order. Upon such termination, Venntel shall refund a pro-rata amount of any prepaid Subscription Fees for any non-conforming Software.
3. Warranty Exclusions. Venntel will have no liability or obligation with respect to any warranty to the extent any nonconformity is attributable to any: (i) use of the Portal by Customer in violation of this Agreement or applicable law; or (ii) alterations or modifications of the Software, or any combination of the Portal with Customer or third party materials or software made by Customer, its Users, personnel, or other related third party where such nonconformity would not have occurred absent such use, combination, or modification by Customer.
4. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SOFTWARE AND SUPPORT AND MAINTENANCE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, WHETHER IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED TO THE EXTENT PERMITTED BY APPLICABLE LAW. VENNTEL SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF UACAST. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENNTEL DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR RESULTS GENERATED THEREWITH, OR THAT: (I) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELEY, UNINTERRUPTED OR ERROR-FREE; (II) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (III) THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL BE CORRECTED; OR (V) EXCEPT AS SET FORTH IN SECTION 10(B), THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VENNTEL SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY DAMAGES SUFFERED BY ANY PERSON AS A RESULT OF DECISIONS MADE – OR ACTIONS BASED – ON RELIANCE ON THE SOFTWARE.
Indemnification.
1. Customer agrees to hold harmless, defend and indemnify (“Indemnify”) Venntel and its Affiliates, officers, agents, licensors, other partners, and employees (“Indemnified Parties”) from and against any costs, losses, damages, liabilities, judgments and expenses (including court costs and reasonable fees of attorneys and other professionals) (“Liability”) resulting from any claim, action or proceeding (“Claim”) brought by a third party arising from (i) Customer (or its Users’) use of the Software, including, Customer Assumed Risks (as defined below), except to the extent such Claim arises as a result of an Infringement Claim (as defined below), and (ii) any gross negligence or willful misconduct by Customer under this Agreement.
2. Venntel Indemnity. Venntel agrees to Indemnify Customer and its Affiliates, officers, agents, and employees from and against any Liability resulting from any Claim brought by a third party (i) that the Portal (exclusive of any data, content, software, or materials not provided to Customer by Venntel) infringes the Intellectual Property Rights of any third party (an “Infringement Claim”), provided, however, that Venntel shall have no liability to Customer in connection with such Infringement Claim to the extent it arises as a result of any alteration or modification of the Portal by Customer, any combination of the Portal with Customer’s own materials (including hardware or software) or other third party materials (including hardware or software) not provided by Venntel if such Infringement Claim would not have occurred absent such alteration, modification, or combination of the Portal by Customer, or any use of any version or release of the Portal other than the most current version or release made available by Venntel (a “Customer Assumed Risk”), and (ii) arising out of Venntel’s gross negligence or willful misconduct under this Agreement.
3. Infringement Remedy. In addition to Venntel’s obligations under paragraph b above to Indemnify for an Infringement Claim, if the Portal is held, or in Venntel’s opinion is likely to be held, to infringe, misappropriate, or violate any third party Intellectual Property Rights, or, if based on any claimed infringement, misappropriation, or violation of any Intellectual Property Rights, an injunction is obtained, or in Venntel’s opinion an injunction is likely to be obtained, that would prohibit or interfere with Customer’s use of the Portal under this Agreement and applicable Order, then Venntel will, at its expense, either: (i) procure for Customer the right to use the Portal in accordance with the terms of this Agreement and corresponding Order; (ii) modify or replace the affected Portal so that the modified or replacement Portal is reasonably comparable and does not infringe, misappropriate, or violate any proprietary rights, or (iii) terminate the related Order and refund to the Customer the pro-rata amount of any pre-paid Subscription Fees for the infringing or violating component of the Software.
4. Process. The indemnified Party will notify the indemnifying Party of the Claim, provided, however, that the failure to give such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent prejudiced thereby. The indemnifying Party shall, at its expense, direct the defense and settlement of any such Claim, provided, however, that the indemnified Party may (i) at its own cost and expense, select counsel to participate in the defense of any Claim, and (ii) undertake control of such defense in the event of the material failure of the indemnifying Party to undertake and control the same. The indemnifying Party will not settle a Claim in a manner that imposes liability or additional obligations upon the indemnified Party, unless agreed to by the indemnified Party.
5. Exclusive Remedy. THIS SECTION SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO A CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND VENNTEL’S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY INFRINGEMENT CLAIMS ARISING UNDER THIS AGREEMENT AND APPLICABLE ORDER.
Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, BREACHES OF CONFIDENTIALITY UNDER SECTION 9, AND FOR DAMAGES ARISING OUT OF EACH PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT HEREUNDER, (A) NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION REGARDLESS WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT, OR NEGLIGENCE, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL VENNTEL’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID UNDER THE CORRESPONDING ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. WHERE VENNTEL IS PROVIDING THE SOFTWARE FOR EVALUATION PURPOSES, AS SET FORTH IN THE APPLICABLE ORDER, VENNTEL’S AGGREGATE LIABILITY TO CUSTOMER HEREUNDER SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY CUSTOMER UNDER SUCH ORDER, OR (II) FIVE HUNDRED DOLLARS ($500.00). THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT AND CORRESPONDING ORDER.

Miscellaneous.

Publicity. Neither Party may issue any public announcement or press release regarding this Agreement or the transactions hereunder without the other Party’s prior review and written approval (approval given by email to suffice).
Force Majeure. Neither Party will be liable hereunder for any failure or delay in the performance of its obligations in whole or in part, on account of riots, fire, flood, earthquake, explosion, epidemic, pandemic, war, strike, or labor disputes (not involving the Party claiming force majeure), embargo, civil or military authority, act of God, governmental action, or other causes beyond its reasonable control and without the failure or negligence of such party, and such failure or delay could not have been prevented or circumvented by the non-performing Party through the use of alternate sourcing, workaround plans, or other reasonable precautions (a “Force Majeure Event”). Economic hardship shall not be considered a Force Majeure Event.
Governing Law. This Agreement shall be construed, governed, and enforced solely and exclusively by the internal laws of the Commonwealth of Virginia, USA, without regard to the principles of conflict of laws or international law, including without limitation the United Nations Convention on Contracts for the International Sale of Goods, as revised, or to the Uniform Computer Information Transactions Act, as adopted in any jurisdiction. Customer hereby agrees that the courts located in Fairfax County, the Commonwealth of Virginia, USA, will constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement and Customer hereby irrevocably consents to the personal jurisdiction and venue of such courts and irrevocably waive any objections thereto.
Assignment. Customer may not assign or transfer this Agreement without Venntel’s prior written consent, provided, however, Customer may assign: (i) to an Affiliate, (ii) to a purchaser of all or substantially all of the stock of a Party or the assets of a Party that relate to this Agreement, or (iii) in connection with an acquisition, merger, sale of all or substantially all of its assets, or other corporate reorganization of a party, provided, in each case, such assignee assumes in writing all of Customer’s obligations hereunder and has the net worth and financial capability necessary to meet all of the Customer’s obligations and contingencies under this Agreement and all Orders at the time of the proposed assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any attempted assignment or transfer in violation of this provision shall be void and of no effect.
Export Control. Customer acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Software. Customer certifies that Customer will not export or re-export the Portal in any form in violation of the export or import laws of the United States or any other jurisdiction. Customer will defend, indemnify and hold Venntel and its suppliers harmless from and against any violation of such laws or regulations by Customer or any of its Users.
Waiver and Severability of Terms. The failure of either Party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties' intentions as reflected in the provision, and the other provisions of this agreement remain in full force and effect.
Notices. All notices to this Agreement will be provided in writing to the person at the address set forth in the first paragraph of the first page of this Agreement, or such other address as the recipient may designate by written notice, by personal delivery, overnight carrier, U.S. postal service sent certified mail, return receipt requested, or email with proof of receipt and shall be deemed to have been given when received. Venntel may send operational notices related to this Agreement by electronic mail.
Relationship of Parties. Notwithstanding any provision hereof, Customer and Venntel are independent and not a partner, joint venturer, agent, employee or employer of the other. Neither Party shall have any authority to assume or create any obligation for or on behalf of the other Party, express or implied, and neither Party shall attempt to bind the other Party to any contract.
Entire Agreement. This Agreement, including all Orders, and any applicable exhibits hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, this Agreement supersedes the terms of any other agreement accepted by Customer. The Parties agree any additional terms of any Customer order, purchase order, or other sales document is void and of no effect. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.