End-User License Agreement (EULA)

This End-User Agreement (this "Agreement"), effective as of the date of acknowledging it, will govern the relationship, rights, and restrictions between, the End-User, (hereinafter referred to as “You”, “Yourself” and/or “End-User”) and Opus EHR Health Inc., a Delaware for-profit corporation with offices located at 1515 NW 167th Street, Suite 307, Miami Gardens, FL 33169 ("Licensor").

The undersigned individual is legally authorized to make a binding representation between Licensor and Company. This Agreement is made with the understanding that You have been properly designated as an Authorized User by a valid and active Licensee of the Software and Documentation. You are to be granted access upon execution of this Agreement. If you do not know, or believe the Licensee To be an active and valid Licensee, it is requested that you call ‪(786) 471-5465‬ or your Account Manager before executing this document as failure to authenticate your status as a valid End-User of a Licensee will be at your own risk and may subject you to fines, penalties, sanctions and/or various crimes. You understand that Company is a Licensee of Licensor, subject to revocation at any time by Licensor, under the terms for which govern Software License Terms & Conditions.

WHEREAS, and with good and valuable consideration, End-User desires to operate and use the Software subject to the terms and conditions of this Agreement and the governing Software Licensing Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions
   
   
   1. "Authorized User" means an employee, contractor, vendor, agent, designee, or any authorized users of Licensee who has been provided permission and use of such Software and Documentation under its Master Subscription Agreement with the Licensor.
   2. "Documentation" means Licensor's user manuals, handbooks, templates, documents, forms, and installation guides relating to the Software provided by Licensor to Licensee either electronically or in hard copy form which may be provided to Licensee or End-User upon request.
   3. "Software" means the product(s) described in the Master Subscription Agreement in object code format, including any Updates provided to Licensee pursuant to this Agreement.
   4. "Updates" means any updates, bug fixes, modifications, enhancements patches, or other error corrections to the Software that the Licensor generally makes available free of charge to all licensees of the Software.
   5. "Employer" for purposes of this Agreement shall mean a person or entity who hires another to perform services under an express or implied agreement and has control, or the right to control, over the manner and means of performing the services.
   6. "Licensee" for purposes of this Agreement shall mean the End-User who has a signed, active, and otherwise valid Master Subscription Agreement with Licensor for the use of such Software and Documentation.
   7. "Master Subscription Agreement" is the governing agreement between Licensor and Licensee.
2. Grant of Use.
   
   1. Licensor grants to End-User a revocable, non-exclusive, non-sublicensable, and non-transferable use of the Software and Documentation, subject to End-User’s strict compliance with the following:
      1. only use Software and Documentation in connection with the End-User’s employment with medical practice;
      2. only use Software and Documentation subject to any rules, regulations, policies, and procedures as set forth in this Agreement, the Software License Terms & Conditions, and as set forth, from time to time, and published on the Licensor’s website https://www.opusbehavioral.com.
      3. immediately notify Licensor of any breach or suspected breach of Software of which You become aware, and to take such action to mitigate the breach or suspected breach as Licensor may direct, and to cooperate with Licensor in investigating and mitigating the breach;
      4. use Software and Documentation in conformance with all applicable laws, including laws related to maintenance of privacy, security, and confidentiality of patient and other health information;
      5. cooperate with all administrative safeguards including, but not limited to, risk analysis, risk management, audits, access reports, and security incident tracking implemented by Licensee and/or Licensor.
      6. notify Licensor of any known administrative, physical, and/or technical safeguard deficiencies with the Software and Documentation as to prevent its misappropriation, misuse, unauthorized access, and/or alteration;
      7. notify Licensor of any breach, or suspected breach, as to the security of the Software, Documentation, and/or its containing information;
      8. Comply with the United States Health Insurance Portability and Accountability Act (“HIPAA”) including, but not limited to, those sections of HIPAA that may designate You as a Business Associate, or subcontractor thereunder, and as such require compliance with Chapter 164 of HIPAA, along with its parts and subparts (including, but not limited to Subpart C).
   2. End-User further agrees to NOT:
      1. create more than one account for Yourself or anyone else;
      2. create another account if Licensor has disabled Your account unless you have Licensor’s written permission to do so;
      3. copy, alter, modify, or create derivative works of the Software or the Documentation, in whole or in part (such action could subject the End-User to significant penalties and damages);
      4. share Your password or login information;
      5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation;
      6. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
      7. remove any proprietary notices from the Software or the Documentation;
      8. use, or allow any third party to use the Software in a service business, network, timesharing, interactive, multiple computers, or multiple-user arrangement with any person who is not expressly authorized or licensed by Licensor;
      9. use Software and Documentation after it has been known or discovered that You are no longer an employee with an Employer.
      10. use Software and Documentation after it has been known or discovered that You are not an Authorized User, as defined by the Licensee’s grant of authority;
      11. use Software and Documentation after it has been known or discovered that Licensee has lost its license or grant of authority to use such Software and Documentation;
      12. remove, obscure, or otherwise infringed upon Licensor’s copyright(s), trade-mark(s), trade secret(s) or proprietary notices or legends from Software;
      13. use the Software, including any new releases, modifications, updates, or enhancements to the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person, or that violates any applicable law; or
      14. undertake, permit, and/or fail to take reasonable safeguards that result in the unlawful use of such Software as understood by local, state, federal, and foreign law.
      15. use Software or Documents for resale or for any illegal purpose whatsoever. End-User shall further refrain from amending or editing any records once signed and shall wholly indemnify Licensor from any alteration of Software or Documents not expressly authorized by Licensor.
   3. Reservation of Rights. Licensor reserves all rights not expressly granted to End-User in this Agreement, including, without limitation, the right to grant licenses to use the Software to other parties. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to End-User or any third party any intellectual property rights or other rights, title, or interest in or to the Software or Documentation.
   4. Delivery. Licensor shall deliver the Software electronically, on tangible media, or by other means, in Licensor's sole discretion, to End-User subject to validation that End-User is an Authorized User of a perfected Licensee.
3. End-User Responsibilities.
   
   
   1. General. End-User is responsible and liable for all uses of the Software and Documentation as provided to You.
   2. Third-Party Products. Licensor may distribute certain Third-Party Products with the Software. For purposes of this Agreement, such Third-Party Products are subject to their own license terms and the applicable flow-through provisions as referred to in the Software Licensing Agreement and its exhibits. If End-User does not agree to abide by the applicable terms for such Third-Party Products, then End-User should not install, or use such Third-Party Products.
   3. End-User is responsible for the accuracy and completeness of all user-input information into OPUS EHR, inclusive of any changes made to locked documents. End-User therefore unconditionally releases, discharges, and indemnifies Licensor and its affiliates from any liability arising out of any user-input information, inclusive of any changes to locked documents. End-User activity within OPUS EHR is subject to audit by account owners, administrators, regulators, or other third-party entities at the sole discretion of the Licensor.
4. Support. Licensor shall provide End-User with the support services described on Licensor's website located at https://www.opusbehavioral.com/links/SLA for the duration of the Term of this Agreement.
5. Cookie Policy. Licensor agrees to collect, use and maintain Licensee’s, and other third party, cookie files in conformance with its Cookies Policy, and which shall be updated from time to time on Licensor’s website: https://www.opusbehavioral.com/links/cookie-policy.
6. Fees, Fines and Payments.
   
   1. Fees. End-User takes its grant of authority to use such Software and Documentation as provided in this Agreement subject to the terms and conditions of the Licensee of which You operate and are an Authorized User. No fee is required of End-User so long as You remain an Authorized User of Licensee and such Licensee has designated You as an Authorized User under the corresponding Master Subscription Agreement. Should End-User cease to be an Authorized User of such Software and Documentation under the governing Master Subscription Agreement but continue to use such Software and Documentation (“Unauthorized User”) the following shall apply:
      1. Unauthorized User shall be deemed to be in breach of this Agreement;
      2. Unauthorized User shall be subject to a $100,000.00 USD (one-hundred thousand dollars) fine for each identifiable opening, reading, gathering, and continued use of such Software and Documentation;
      3. Unauthorized User shall be subject to an additional and commensurate penalty, above and beyond $100,000.00 USD (one-hundred thousand dollars) fine, where it is sufficiently proven that Unauthorized User caused harm or damage to Licensor’s Software or Documentation or caused Licensor to violate any applicable law, including those of patient confidentiality.
      4. Licensor may charge interest on any fine or levied amount at a rate equal to the greater of (A) 1.5% per month, calculated daily and compounded monthly or, (B) the highest rate permitted under applicable law.
   2. Taxes. All Fees and other amounts payable by Unauthorized User under this Agreement are exclusive of taxes and similar assessments. End-User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor's income.
7. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8. Intellectual Property Ownership.
   
   
   1. End-User acknowledges that, as between End-User and Licensor, Licensor owns all right, title, code, and interest, including all intellectual property rights in and to the Software and Documentation, including any and all new releases, versions, modifications, updates, or enhancements to the Software and Documentation. Licensor shall also own all intellectual property, rights, title, and interest in any and all user-generated content compiled while End-User is engaged with such Software. This user-generated content will be used, amongst other things, to improve the Software and its implementation.
   2. Analytics. De-identified Protected Health Information, and corresponding analytics, are Licensor’s property. Licensor is free to use such De-identified Protected Health Information irrespective of any other obligation or limitation between the Parties.
   3. Feedback. If You send or transmit any communication or materials to Licensor by mail, E-mail, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. End-User hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever, although Licensor is not required to use any Feedback.
9. Limited Warranties and Warranty Disclaimer.
   
   
   1. Subject to the rights of any Third-Party licensors, Licensor warrants that it is the lawful owner of Software and has the full right and authority to grant a license to use Software.
   2. Licensor warrants that: (i) the Software will perform materially as described in the specifications as outlined in the Software License Agreement the Term of this Agreement following the Effective Date; and (ii) at the time of delivery the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the Documentation.
   3. Licensor does not warrant that the Software will meet all requirements of the End-User or that the operation of the Software will be uninterrupted or error-free.
   4. The warranties set forth in Section 8(b) do not apply and become null and void if End-User breaches any material provision of this Agreement, or if End-User, whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Licensor in writing; (ii) modifies or damages the Software; or (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Licensor in writing.
   5. If, during the period specified in Section 8(b), any Software fails to comply with the warranty in Section 8(a), and such failure is not excluded from warranty pursuant to Section 8(b), Licensor shall, subject to End-User promptly notifying Licensor in writing of such failure, at its sole option, either: (i) repair or replace the Software, provided that End-User provides Licensor with all information Licensor reasonably requests to resolve the reported failure, including sufficient information to enable the Licensor to recreate such failure; or (ii) refund the Fees paid for such Software, subject to End-User ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Software. If the Licensor repairs or replaces the Software, the warranty will continue to run from the Effective Date and not from the End-User’s receipt of the repair or replacement. The remedies set forth in this Section 10 are End-User's sole remedies and Licensor's sole liability under the limited warranty set forth in Section 10(a).
   6. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a) & (b), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. LICENSOR IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGED IN OR MODIFICATIONS TO THE OPERATING CHARACTERISTICS OF ANY COMPUTER, NETWORK, HARDWARE, OR OPERATING SYSTEM FOR WHICH THE SOFTWARE IS PROCURED, OR IS LICENSOR RESPONSIBLE FOR PROBLEMS THAT RESULT FROM THE USE OF SOFTWARE IN CONJUNCTION WITH SOFTWARE OF THIRD PARTIES OR WITH HARDWARE WHICH IS INCOMPATIBLE WITH ENVIRONMENT FOR WHICH SOFTWARE IS BEING PROCURED.
10. Indemnification.
    
    
    1. End-User Indemnification. User shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on User's: (i) negligence or willful misconduct in connection with the use of the Software or Documentation; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to User, provided that User may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
11. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT. END-USER WAIVES ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES.
    
    Sole Remedy. THIS SECTION 10 SETS FORTH THE LICENSEE'S SOLE REMEDIES AND THE LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR DOCUMENTATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL THE LICENSOR'S LIABILITY UNDER THIS SECTION 10 EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE END-USER. LICENSOR WILL NOT BE DEEMED TO BE IN VIOLATION OF THIS AGREEMENT UNLESS THE END-USER HAS GIVEN THE LICENSOR THIRTY (30) DAYS' NOTICE SPECIFYING THE NATURE OF SUCH DEFAULT, AND THE LICENSOR HAS FAILED TO CURE WITHIN A REASONABLE TIME GIVEN THE PRACTICALITY.
12. Dispute Resolution. The parties shall first try to resolve any dispute, arising from this Agreement, through good faith negotiation. If this fails, the parties shall attempt to resolve disputes through non-binding mediation. Should parties fail to resolve their disputes through negotiation or mediation parties shall resolve their dispute through a court of competent jurisdiction.
13. Waiver of Jury Trial. END-USER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR ACTIONS OF EITHER PARTY.
14. Class Action Waiver. END-USER FURTHER AGREES THAT ANY ACTION OR ARBITRATION FILED AGAINST LICENSOR AGAINST RELATING TO THIS AGREEMENT SHALL BE CONDUCTED IN THE PARTY’S RESPECTIVE INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER RESPECTIVE ACTION AND THUS EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS.
15. Term and Termination.
    
    
    1. Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect until Software License Agreement is terminated, or in accordance with this Agreement (the "Term").
    2. Termination. In addition to any and all other termination rights set forth in this Agreement, the Licensor may terminate this Agreement if:
       1. Licensee or Employer is in default of payments or breaches the obligations in its Software License Agreement and does so without a cure;
       2. Licensee or Employer notifies Licensor that End-User is no longer an Authorized User under their applicable Software License Agreement.
       3. End-User breaches any provision of this Agreement or fails to pay any Fee or tax as may become applicable (See Section 5).
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the use granted hereunder will also terminate, and, without limiting End-User's obligations under Section 6, Licensee shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to the Licensor that the Software and Documentation has been deleted or destroyed. No expiration or termination will affect Licensee's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.
    4. Survival. This Section 13(d) and Sections 1, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15 and 16(e),(f),(g),(i) and (j) shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
16. Miscellaneous.
    
    
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence shall govern: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    3. Force Majeure. In no event shall Licensor be liable to User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, power servicer failure, mechanical or electrical breakdown or passage of a law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. No amendment to, or modification of this Agreement, is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement, or the licenses granted hereunder, may be instituted in the federal courts of the United States or the courts of the State of Florida in each case located in the City of Miami and County of Miami-Dade, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Assignment. User may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor, which consent shall be at Licensor’s sole and absolute discretion. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
    8. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. End-User shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. End-User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
       1. Equitable Relief. Each Party acknowledges and agrees that a breach, or threatened breach, by User of any of its obligations under this Agreement or, which would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy Licensor will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
       2. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.