Software License Agreement

1. Definitions

1. “Confidential Information” means any and all non-public, confidential and proprietary information, furnished by one party to this Agreement (the “Disclosing Party”) or any of its Representatives to the other party to this Agreement (the “Receiving Party”) or any of its Representatives, whether orally, in writing, or in other tangible form.  Without limiting the generality of the foregoing, Confidential Information may include, without limitation, that which relates to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans, and financial information.  Any Confidential Information disclosed in a written or other tangible form shall be clearly marked as “confidential,” “proprietary,” or words of similar import.  Any Confidential Information disclosed orally shall, to the extent practicable, be identified as confidential at the time of disclosure.  Notwithstanding the foregoing, Confidential Information shall expressly include the terms of this Agreement, the Licensed Software, the Documentation and all know-how, techniques, ideas, principles and concepts which underlie any element of the Licensed Software or the Documentation and which may be apparent by use, testing or examination.‍
2. “Derivative Work” means a work of authorship or other development that is based on, derived from or extends, replaces, emulates, substitutes for, or exposes to third parties the functionalities of the Licensed Software or the Documentation, such as a revision, enhancement, modification, improvement, translation, abridgement, compression, extension or expansion or any other form in which such work may be recast, applied, transformed or adopted, and includes, without limitation, any “derivative work” as defined in the United States Copyright Act, 17 U.S.C. Section 101, and any Extension or Extension Package.
3. “Documentation” means the product documentation made available by Edera under this Agreement with respect to the use and operation of the Licensed Software.
4. “Effective Date” means the earlier of the date Customer first downloads, runs or otherwise uses the Licensed Software made available to Customer under this Agreement, or the date the first Order is made effective.
5. “Entitlement” means the specific use rights and limitations specified in the Product Description.
6. “Intellectual Property Right” means any of the following: (i) all letters patent and applications for letters patent throughout the world, including all patent applications in preparation for filing anywhere in the world, all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations of any of the foregoing; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, registered or unregistered, now or hereafter in force throughout the world, and all applications for registration thereof, whether pending or in preparation, all extensions and renewals of any thereof and all proceeds of the foregoing; (iv) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos, other source of business identifiers, prints, and labels on which any of the foregoing have appeared or appear, designs and general intangibles of a like nature, now existing anywhere in the world or hereafter adopted or acquired, whether currently in use or not, all registrations and records thereof and all applications in connection therewith, whether pending or in preparation for filing, including registrations, recordings, and applications in any office or agency of the United States of America or any State thereof or any foreign country, all reissues, renewals, and extensions thereof, all of the goodwill of the business connected with the use of, and symbolized by such items, and all proceeds of, and rights associated with, the foregoing; (v) moral rights in those jurisdictions within where such rights are recognized, (vi) database protections in those jurisdictions that provide distinct legal protections for databases, (vii) all other intellectual property protections recognized within any of the jurisdictions, including but not limited to any applicable sui generis protections for intellectual property, and (viii) all proceeds of, and rights associated with, the foregoing (as appropriate to such rights), including the right to sue third parties for any actual or threatened past, present, or future infringements, dilutions or misappropriations of any of the foregoing, or for any injury to the goodwill associated with the use of any property or rights set forth in clause (iv), and all rights corresponding thereto throughout the world.
7. “Licensed Software” means the Edera proprietary software product(s) indicated in the applicable Product Description as Licensed Software under this Agreement.
8. “Maintenance and Support” or “M&S” means the periodic maintenance and support with respect to the Licensed Software as specified in the Product Description.
9. “Product Description” means the description of the Licensed Software, the Term of Use, Entitlement and associated use restrictions specified in the applicable Order.
10. “Representatives” means, as to any person, such person’s affiliates and its or their directors, officers, employees, agents, and advisors (including, without limitation, financial advisors, counsel and accountants) bound by a written agreement or other legal obligation to maintain the confidentiality of the Confidential Information disclosed to them as required by the terms of Section 11.
11. “Term of Use” means the period Customer may use the Licensed Software pursuant to this Agreement and according to the Product Description.

2. License Grant 

1. License.  Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable Fees by Edera, Edera hereby grants to Customer, and Customer hereby accepts from Edera, a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and term-limited license to run the License Software solely as specified in the Product Description.
2. License Limitations.  In addition to the restrictions in this Agreement, Customer agrees that, except as otherwise expressly provided by this Agreement, it shall not: (a) exceed the scope of the licenses granted in this Section 2; (b) make copies of the Licensed Software or Documentation; (c) sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 2.1, and any attempt to make any such sublicense, assignment, delegation or other transfer by Customer shall be void and of no effect; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms, designs, or related technology underlying the Licensed Software or any component therein; (e) modify, translate or create Derivative Works of the Licensed Software or any component therein; or (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Licensed Software or any component therein, Documentation or copies thereof.  ‍
3. Evaluation.  The following terms shall apply to any evaluation, trial or other no-fee use (an “Evaluation”): (a) Customer acknowledges and agrees that the Evaluation is provided on an “as-is” basis, without any indemnification, support, warranties or representation of any kind, and Edera shall be under no obligations or liability with respect to the same; (b) the license in Section 2.1 is limited to internal evaluation only, and Customer may not use the Licensed Software for any production or commercial use; and (c) the applicable Product Description may specify additional use restrictions and limitations. For purposes of an Evaluation, the applicable Product Description will be in an Order, or presented to Customer in connection with Customer’s Evaluation.   

3. Maintenance and Support.

Subject to the receipt of the applicable Fees by Edera, Edera shall use commercially reasonable efforts to provide to Customer the Maintenance and Support specified in the Product Description.

4. Ownership

1. Ownership.  The Licensed Software is licensed and not sold to Customer.  Edera and its licensors own and retain all right, title and interest in the Licensed Software and Documentation, any design changes, improvements, enhancements, Derivative Works, or modifications thereof or thereto, and any related and/or associated Intellectual Property Rights, whether developed by Edera or by Customer or its employees or independent contractors. 
2. ‍Feedback.   Customer may from time to time provide suggestions, comments, or other feedback to Edera with respect to the Licensed Software (“Feedback”). Customer shall, and hereby does, grant to Edera a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create Derivative Works, and distribute Feedback for any purpose.

5. Fees

1. Fees. Customer shall pay to Edera the applicable fees set forth in the Product Description, together with any applicable taxes and shipping and handling (collectively, the “Fees”). Customer shall have no right to return the Licensed Software, and all Fees shall be non-refundable.
2. ‍Payment Terms. All amounts payable to Edera under this Agreement shall be paid in United States dollars and shall be due thirty (30) days from the date of invoice, or as otherwise specified in the applicable Product Description.
3. ‍Taxes; Set-offs.  Any and all payments made by Customer in accordance with this Agreement are exclusive of any taxes that might be assessed against Customer by any jurisdiction.  Customer shall pay or reimburse Edera for all sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Edera.  All amounts payable to Edera under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.

6. Orders and Authorized Resellers.

Customer may place additional Orders regarding the Licensed Software pursuant to a written Order referencing this Agreement signed by Customer and Edera.  Customer may place orders with respect to the Licensed Software through resellers authorized by Edera to resell Edera products and services (each, an “Authorized Reseller”).  Customer acknowledges and agrees that with respect to such orders placed with an Authorized Reseller, (a) all fees are payable to the Authorized Reseller, and to the extent applicable, any refunds are to be made by such Authorized Reseller; and (b) the Authorized Reseller is not authorized to make any representations, warranties, or commitments on behalf of Edera, Edera products and services, or to make any changes to this Agreement.       

7. Term and Termination

1. Term.  The term of this Agreement (the “Term”) shall commence on the Effective Date and remain in effect during the Term of Use of each Order, unless this Agreement is terminated earlier in accordance with Section 7.  
2. Termination.  This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party if the breach is remediable or immediately upon notice if the breach is not remediable; or (b) by either party upon written notice to the other party if such other party (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days, (iii) has effected a compulsory or voluntary liquidation or dissolution, or (iv) has undergone the occurrence of any event analogous to any of the foregoing under the law of any jurisdiction.
3. ‍Effect of Termination. Upon any expiration or termination of this Agreement, the license granted in Section 2.1 shall terminate immediately, and Customer shall immediately cease use of all Licensed Software and Documentation. Termination shall not relieve Customer from paying all fees accruing prior to termination.

8. Warranty.

1. Limited Warranty.  The Licensed Software, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable Documentation, will perform, in all material respects, the functions described in the Documentation for a period of ninety (90) days from the date the Effective Date (such date, the “Warranty Termination Date”).
2. ‍Exclusive Remedies. Customer shall report to Edera, pursuant to the notice provision of this Agreement, any breach of the warranties set forth in this Section 8 during the relevant warranty period. In the event of a breach of warranty by Edera under this Agreement, Customer’s sole and exclusive remedy, and Edera’s entire liability, shall be as follows: prompt correction of any non-compliance with the warranty in Section 9.1 to the extent Edera is notified of the same pursuant to this Section 8.2, and if such correction is not possible, replacement of the Licensed Software in order to minimize any material adverse effect on Customer’s business.
3. ‍Limitations of Warranties.  No warranty or indemnification shall apply where the defect or error in the Licensed Software is caused by: (a) any use of the Licensed Software which is not in conformity with the provisions of this Agreement or in substantial compliance with the Documentation; (b) any repair, modification or installation of the Licensed Software not made or expressly authorized by Edera.  Replacement or repair of the Licensed Software shall not extend its warranty period beyond the original warranty expiration date.
4. ‍Disclaimer of Warranty. Edera does not represent or warrant that the operation of the Licensed Software (or any portion thereof) will be uninterrupted or error free, or that the Licensed Software (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Edera. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, EDERA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSED SOFTWARE, OR ITS CONDITION. EDERA IS FURNISHING THE WARRANTIES SET FORTH IN SECTION 8.1 IN LIEU OF, AND EDERA HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CUSTOMER ACKNOWLEDGES THAT EDERA HEREBY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL WARRANTIES AND INDEMNITIES, EXPRESSED OR IMPLIED, FOR THIRD PARTY HARDWARE OR SOFTWARE DELIVERED BY EDERA HEREUNDER.

9. Limitation of Liability.

1. No Liability.  EXCEPT FOR A BREACH OF SECTION 10 OR CUSTOMER’S BREACH OF SECTION 2, IN NO EVENT SHALL EDERA OR CUSTOMER BE LIABLE IN AN ACTION UNDER TORT, CONTRACT, WARRANTY OR OTHERWISE FOR ANY: (a) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE/EXEMPLARY DAMAGES OR LOSSES ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT, THE OPERATION OR USE OF THE LICENSED SOFTWARE, OR THE SERVICES PERFORMED HEREUNDER, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR LOSSES ARISING FROM (i) LOSS OF BUSINESS, PROFIT OR REVENUES, (ii) LOSS OF DATA, PROGRAMMING OR CONTENT, (iii) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, (iv) SUBSTITUTE PROCUREMENT, OR (v) DAMAGE TO EQUIPMENT, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF SUCH DAMAGES OR LOSSES ARE FORESEEABLE; OR (b) DAMAGES OR LOSSES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY A PARTY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND SUCH PARTY’S REASONABLE CONTROL.
2. Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EDERA’S TOTAL LIABILITY EXCEED, EITHER CUMULATIVELY OR IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO EDERA UNDER THIS AGREEMENT.

10. Confidentiality.

Unless otherwise agreed to in writing by the Disclosing Party, each Receiving Party agrees (a) to keep all Confidential Information in strict confidence and not to disclose or reveal any Confidential Information to any person (other than such Receiving Party’s Representatives who (i) are actively and directly involved in providing or receiving products or services under this Agreement, and (ii) have a need to know the Confidential Information), and (b) not to use Confidential Information for any purpose other than in connection with fulfilling obligations or exercising rights under this Agreement.  The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information. The parties agree to cause their Representatives who receive Confidential Information to observe the requirements applicable to the Receiving Party pursuant to this Agreement with respect to such information, including, but not limited to, the restrictions on use and disclosure of such information contained in this Section 10.  Notwithstanding the above, the obligations of the parties set forth herein shall not apply to any information that: was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party or any of its Representatives; was known to the Receiving Party free of any obligation of confidentiality before or after the time it was communicated to the Receiving Party by the Disclosing Party; is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; is disclosed with the prior written approval of the Disclosing Party; is or becomes available to the Receiving Party on a non-confidential basis from a person other than the Disclosing Party or any of its Representatives who is not known by the Receiving Party to be otherwise bound by a confidentiality agreement with the Disclosing Party or any of its Representatives or to be under an obligation to the Disclosing Party or any of its Representatives not to transmit the information to the Receiving Party; or is disclosed pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that the Receiving Party shall provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure, and shall use reasonable efforts to cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy.  In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance in whole or in part, with the terms of this Agreement, the Receiving Party and its Representatives shall use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed or is the subject of such waiver, and to ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment.  Any materials or documents which have been furnished to the Receiving Party from the Disclosing Party shall be promptly returned or destroyed, at the option of the Disclosing Party, by the Receiving Party, within ten (10) days after (a) this Agreement has expired or has been terminated; or (b) a written notice is made by the Disclosing Party requesting such return or destruction.  Upon such request, all copies, reproductions, compilations, summaries, analyses, or other documents containing or reflecting the Receiving Party’s or its Representatives’ use of the Confidential Information will be destroyed by the Receiving Party, and such destruction confirmed to the Disclosing Party in writing.  The terms and obligations pertaining to confidentiality in this Agreement shall survive and remain in full force and effect for a period of five (5) years from the termination or expiration of this Agreement, unless the Disclosing Party expressly agrees in writing to release all or part of its Confidential Information from the restrictions imposed by this Agreement before such period has elapsed.

11. Indemnification

1. By Edera.  Edera will indemnify, defend and hold harmless Customer and its employees (collectively, the “Indemnified Parties”) from and against any and all losses arising from claims by a third party that the Licensed Software (i) directly infringes any third party copyright or patent; or (ii) misappropriates or unlawfully discloses or uses a third-party’s trade secrets (collectively, “Infringement Claims”).  Should any Licensed Software become, or in Edera’s opinion be likely to become, the subject of any Infringement Claim, then Customer will permit Edera, at Edera’s option and expense, to procure for Customer the right to continue using the Licensed Software, to replace or modify the Licensed Software or portion thereof to be non-infringing, or to take any other action reasonably deemed advisable by Edera related to such alleged infringement.  In the event none of these remedies is available or practical, Edera may, in its sole discretion, accept the return of all Licensed Software(s) from Customer, and thereafter return to Customer the Fees paid for the infringing Licensed Software(s).
2. ‍Notice of Claim and Indemnity Procedure.  As conditions to the indemnification in Section 12.1, In the event of a claim for which an Indemnified Party will seek indemnity or reimbursement under this Section 12, such party shall meet the following conditions: (a) notify Edera in writing as soon as practicable, but in no event later than thirty (30) days after receipt of such claim, together with such further information as is necessary for Edera to evaluate such claim to the extent that the Indemnified Party is in possession or has knowledge of such information; provided that any delay in giving such notice shall not preclude the Indemnified Party(ies) from seeking indemnification or reimbursement thereunder if: (i) such delay has not materially prejudiced Edera’s ability to defend the claim; and (ii) such delay does not materially affect the amount of any damages awarded for or paid in settlement of such claim; (b)  Edera shall have the right to assume full control of the defense of the claim, including retaining counsel of its own choosing, and upon the assumption by Edera of the defense of a claim with counsel of its choosing, Edera will not be liable for the fees and expenses of additional counsel retained by any Indemnified Party; and (c) The Indemnified Party(ies) shall cooperate with Edera in the defense of any such claim.
3. ‍Exclusions. Notwithstanding any other provision in this Agreement, Edera shall have no obligation to indemnify or reimburse any Indemnified Party with respect to any Infringement Claim to the extent arising from (i) use of any Licensed Software in combination with any products or services other than those provided by Edera to Customer under this Agreement; (ii) modification of the Licensed Software after delivery by Edera to Customer, except for such modifications performed by or expressly approved in writing by Edera; (iii) use of any the Licensed Software by Customer other than as authorized in this Agreement; or (iv) detailed, non-discretionary designs or specifications provided to Edera by any Indemnified Party that necessarily caused such Infringement Claim. Customer agrees to reimburse Edera for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.
4. ‍General Limitations. Notwithstanding the foregoing provisions, Edera shall have no obligation to indemnify or reimburse for any losses, damages, costs, disbursements, expenses, settlement liability of a claim or other sums paid by any Indemnified Party voluntarily, and without Edera’s prior written consent, to settle a claim. Subject to the maximum liability set forth in Section 9.2, the provisions of this Section 11 constitute the entire understanding of the parties regarding Edera’s liability for Infringement Claims (including related claims for breach of warranty) and sole obligation to indemnify and reimburse any Indemnified Party.

12. Miscellaneous.

1. Notices. All notices, summons and communications related to this Agreement and sent by either party hereto to the other shall be written in English and given by registered mail, internationally recognized overnight courier, postage prepaid to the corresponding address in the applicable Order, or such other addresses as may have been previously specified (in the manner set forth above) in writing by either party to the other.
2. ‍Assignment.  Customer shall not transfer or assign this Agreement or any of its rights or obligations hereunder, the Licensed Software(s) or any component thereof, or any other materials provided hereunder, to any other person or entity, whether by written agreement, operation of law or otherwise, without the prior written consent of Edera, which consent may be withheld for any reason whatsoever, as determined by Edera in its sole discretion.  Any purported assignment or transfer by Customer without Edera’s prior written consent shall be void and of no effect.  Edera may freely assign this Agreement, or delegate obligations under this Agreement, without the prior written consent of Customer.  Subject to the foregoing, any permitted assignment or transfer of or under this Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the assigning or transferring party hereto.
3. ‍Survival. Sections 1, 2.2, 4, 5, 7.2, 7.3, 8.3, 8.4, 9, 10, 11, 12 shall survive the expiration or termination of this Agreement, or any default under or rejection in bankruptcy of this Agreement by Customer.
4. ‍Governing Law; Jurisdiction.  This Agreement and all matters relating to this Agreement shall be construed in accordance with and controlled by the laws of the State of California, without reference to its conflict of law principles.  The parties agree to submit to the non-exclusive jurisdiction and venue of the courts located in San Francisco, California and hereby waive any objections to the jurisdiction and venue of such courts. 
5. ‍No Agency; Independent Contractors. In connection with this Agreement each party is an independent contractor and as such will not have any authority to bind or commit the other. Furthermore, neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.
6. ‍Export Control.  The Licensed Software, Documentation and all other technical information delivered hereunder (collectively, “Technical Data”) include technology and software and are subject to the export control laws and regulations of the United States (“U.S.”). Customer agrees to abide by all U.S. laws and regulations and those applicable with respect to the country in which the Technical Data are received.
7. ‍Force Majeure. Neither party shall be liable for failure to perform any of its obligations under this Agreement (except payment obligations) during any period in which such party cannot perform due to fire, earthquake, flood, any other natural disaster, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, war, embargo, riot, civil disturbance, act of public enemy, act of nature, the intervention of any government authority, any failure or delay of any transportation, power, or for any other similar cause beyond either party’s control. In the case of failure to perform, the failing party shall promptly notify the other party in writing of the reason for and the likely duration of the failure. The performance of the failing party's obligations shall be suspended during the period that the cause persists, and each party shall use commercially reasonable efforts to avoid the effect of that cause.
8. ‍Severability and Waiver. To the extent that any term, condition or provision of this Agreement is held to be invalid, illegal or otherwise unenforceable under applicable law, then such term, condition or provision shall be deemed amended only to the extent necessary to render such term, condition or provision enforceable under applicable law, preserving to the fullest extent possible the intent and agreements of the parties set forth herein; in the event that such term, condition or provision cannot be so amended as to be enforceable under applicable law, then such term, condition or provision shall be deemed excluded from this Agreement and the other terms, conditions and provisions hereof shall remain in full force and effect as if such unenforceable term, condition or provision had not been included herein. The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
9. ‍Entire Agreement; Amendment. This Agreement and all Exhibits referred to herein embody the entire understanding of the parties with respect to the subject matter hereof and shall supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof. It shall not be modified except by a written agreement signed on behalf of Customer and Edera by their respective duly authorized representatives. Customer acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and for its own purposes and not for the benefit of any third party. It is expressly agreed that the terms of this Agreement shall supersede the terms in any purchase order or other ordering document.
10. ‍Headings.  Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

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