End-User License Agreement (vSkipGen™)

This End-User License Agreement (“Standard Terms”), together with the Additional Subscription Terms you agree to for the Licensed Materials through AWS Marketplace, collectively define a binding and enforceable agreement between Panasonic Automotive Systems Company of America, Division of Panasonic Corporation of North America (hereafter "Licensor") and you or your employer (hereinafter "Licensee") governing your access to and usage of the Licensed Materials (collectively the "License Agreement").

The License Agreement takes effect the date Licensee accepts the Additional Subscription Terms for the Licensed Materials through the AWS Marketplace in accordance with Section 1.2 (the “Effective Date”).

1. Private Offer and Agreement to Additional Subscription Terms

1.1 Licensor Private Offer. Through the AWS Marketplace, Licensee will receive from Licensor a private offer for the Licensed Materials that includes (i) these Standard Terms, (ii) a per-license Subscription Fee for the Licensed Materials, (iii) a Subscription Duration, and (iv) any other applicable terms and conditions ("Private Offer”).

1.2 Acceptance of Private Offer and Selection of Licenses. Through the AWS Marketplace Licensee shall accept the Private Offer and select a number of licenses to purchase for Authorized Users of the Licensed Materials and, if any, the application of automatic renewal option, as well as all other required selections for accessing and using the Licensed Materials.

1.3 Change of the Additional Subscription Terms. Licensee may change Additional Subscription Terms on the AWS Marketplace to the extent permitted by Licensor until the end of the Subscription Duration and such change will apply when the conditions designated by Licensor are met, such as the payment being properly completed.

1.4 AWS License Manager. The AWS License Manager will (i) host and manage the Licensee’s payment for the selected number of licenses, (ii) limit Licensee’s access to the Licensed Materials only for the purchased number of licenses, and (iii) limit Licensee’s access to the Licensed Materials only for the Subscription Duration.

2. Licenses to Product and Documentation

2.1 Licensor’s License Grant. Subject to Licensee’s acceptance of and compliance with the License Agreement, Licensor grants Licensee’s Authorized Users a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license, solely for developing Licensee’s software during the Subscription Duration to:

1. Access and make use of the Licensed Product, and,
2. Access and make use of use the Documentation as necessary to use the Licensed Product. Licensee is authorized to print and/or make no more than two (2) copies of the Documentation per Licensed Product.

2.2 NO OTHER LICENSE. EXCEPT AS EXPRESSLY PROVIDED IN THESE STANDARD END-USER LICENSE TERMS AND THE ADDITIONAL SUBSCRIPTION TERMS, LICENSEE OBTAINS NO OTHER OR ADDITIONAL RIGHTS WHATSOEVER TO ANY LICENSOR SOFTWARE, PRODUCTS, SERVICES, OR INTELLECTUAL PROPERTY.

3. Licensee Compliance and Restrictions

3.1 Compliance.

1. Licensee shall comply with these Standard End-User License Terms and the Additional Subscription Terms, as well as the Documentation applicable to the Licensed Product.
2. To the extent required by the actions of the License including but not limited to the development of any Developed Product, Licensee shall comply with the Open Source Software licenses identified in Licensor’s Open Source Software Notices for the Licensed Product corresponding to the software components identified therein.
3. To the extent Licensee includes or uses any third-party proprietary software, Open Source Software, package, editor, compiler, integrated development environment, utility, library, component or other third-party software in, on or with any Developed Product, Licensee (and not Licensor) is responsible for obtaining and complying with all applicable and necessary third-party licenses for such software. The License Agreement, and Licensor’s obligations thereunder, do not apply to any Developed Product.
4. Licensee shall comply with all applicable federal, state and local laws, rules and regulations statutes, environmental, social and governance laws, ordinances, administrative guidance, and treaties (hereinafter “Laws”), including, without limitation, anti-bribery, the Foreign Corrupt Practices Act, as amended to date, Laws pertaining to taxes related to, wages, equal employment opportunities and fair employment practices, and Laws pertaining to health, safety and the environment, and hereby warrant that Licensee’s Authorized Users will also comply.

3.2 Restrictions.

1. Outside of the permitted use of the Licensed Materials as defined in the License Grant of Section 2, Licensee shall not (i) reproduce, duplicate, copy, modify, adapt, translate, create derivative works of, alter, tamper with, repair, reverse-engineer, disassemble, decompile, reduce to source code, or otherwise deal with in an unpermitted way, any of the Licensed Materials or any portion thereof, (ii) distribute, assign, transfer, offer to sell, sell, rent, loan, lease, grant license or sublicense of any of the Licensed Materials or any portion thereof to third parties, (iii) remove or alter any copyright notice and other proprietary legends in any of the Licensed Materials, (iv) incorporate, combine or distribute the Licensed Materials with any Open Source Software, in such a way that would cause the License Materials or derivative thereof to be subject to all or part of the license obligations related to such Open Source Software, or, (v) use any of the Licensed Materials or any portion thereof to: (a) store, download or transmit infringing or illegal content, or any viruses, “Trojan horses” or other harmful code; (b) engage in phishing, spamming, denial-of-service attacks or fraudulent or illegal activity; (c) interfere with or disrupt the integrity or performance of the Licensed Materials, or data contained therein or on Licensor’s system or network or circumvent the security features of the Licensed Materials; or (d) perform penetration testing, vulnerability testing or other security testing on the Licensed Materials, or Licensor’s systems or networks or otherwise attempt to gain unauthorized access to the Licensed Materials or Licensor’s systems or networks.
2. The Licensed Product is not designed or developed for use in high-risk, hazardous environments requiring fail-safe performance, including without limitation in the operation of nuclear facilities, aircraft navigation or control systems, air traffic control, or weapons systems, or any other application in which the failure of the Licensed Product could lead to severe physical or environmental damages (“High Risk Activities”). Licensee will not use the Licensed Product for High Risk Activities.

3.3 Licensee Data. Licensee will obtain all necessary consents, authorizations and rights and provide all necessary notices and disclosures in order to provide Licensee Data to Licensor and for Licensor to use Licensee Data in the performance of its obligations in accordance with the terms and condition of the License Agreement, including any access or transmission to third parties with whom Licensee shares or permits access to Licensee Data. Licensee acknowledges the AWS Customer Agreement separately governs usage of Licensee Data provided to AWS.

3.4 Authorized User. Licensee warrants and affirms all Authorized Users shall comply with all obligations imposed under the License Agreement. Licensee shall be liable for any unauthorized or otherwise improper act or omission by the Authorized User.

3.5 Joint and Several liability. Licensee and the Authorized User shall be jointly and severally liable for the fulfillment of the obligations of the License Agreement and for compliance with the terms thereof, including any Losses that may arise in connection with the License Agreement and use of the Licensed Materials.

4. Licensor’s Responsibilities

4.1 Security. Licensor will implement reasonable and appropriate measures designed to help Licensee secure Licensee’s information, including Licensee Data, against accidental or unlawful loss, access or disclosure.

4.2 Data Privacy. Licensor will not use any Licensee information except as needed to comply with or enforce the terms of the License Agreement, and as necessary to comply with the law or a binding order of a governmental or judicial body. Unless it would violate the law or a binding order of a governmental or judicial body, Licensor will give Licensee notice of any legal requirement or order to disclose Licensee’s information.

4.3 Maintenance. From time to time, Licensor may update, apply upgrades, patches, bug fixes, or other maintenance to the Licensed Materials (“Maintenance”) during which time some or all of the Licensed Materials may be temporarily inaccessible. Licensor agrees to use reasonable efforts to provide Licensee with prior notice of any scheduled Maintenance (except for emergency Maintenance), and Licensee agrees to use reasonable efforts to comply with any Maintenance requirements about which Licensor notifies Licensee. Licensor shall not be liable for any losses or damages for any such periods of time during which the System is not accessible.

4.4 Subcontracting. Licensor may engage its subcontractors ("Subcontractor”) in its performance under the License Agreement on Licensor’s behalf, provided that: (a) Licensor remains responsible for all its duties and obligations hereunder and the use of any Subcontractor will not relieve or reduce any liability of Licensor otherwise applicable under the License Agreement; and (b) Licensor agrees to be directly liable for any act or omission by such Subcontractor to the same degree as if the act or omission were performed by Licensor such that a breach by a Subcontractor of the provisions of the License Agreement will be deemed to be a breach by Licensor. For the avoidance of doubt the performance of any act or omission under the License Agreement by a Subcontractor for, by or through Licensor will be deemed the act or omission of Licensor.

5. Temporary or Permanent Suspension

5.1 General. Licensor may temporarily or permanently suspend Licensee’s right to access or use any portion or all of the Licensed Materials immediately upon notice to Licensee if Licensor determines:

1. Licensee’s use of the Licensed Materials (i) poses a material risk to the security or operation of the Licensed Materials or any third party, (ii) could adversely impact the Licensed Materials, (iii) could subject Licensor, Licensor’s affiliates, or any third party to liability, (iv) violate Section 2.3 or (iv) could be or is illegal or fraudulent;
2. there is a need for periodic or emergency maintenance and/or inspection of the Licensed Materials,
3. it is or becomes difficult to provide the Licensed Materials as a result of an event or occurrence beyond Licensor’s reasonable control, such as power failure, fire, earthquake, computer viruses or other illegal program or spyware,
4. the Licensed Materials become inaccessible without negligence or fault attributable to Licensor,
5. Licensee fails to pay the License Fee or otherwise violates any term of the License Agreement,
6. some aspect of AWS makes it difficult or impossible to provide the Licensed Materials, or
7. Licensee has ceased to operate business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Licensee’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

In the event of a temporary suspension, Licensor will use its commercially reasonable efforts to restore Licensee’s right to access or use the Licensed Materials upon resolution of the issue giving rise to the temporary suspension.

6. Term; Termination.

6.1 Term. The term of the License Agreement will commence on the Effective Date and will continue through the Subscription Duration unless suspended or terminated earlier as provided herein. If Licensee selects the application of the automatic renewal option, it will be renewed under the same conditions as the latest Licensed Agreement for another Subscription Duration.

6.2 Termination.

1. Licensee Termination for Convenience. Licensee may terminate the License Agreement for any reason by providing Licensor written notice. Licensee’s right to access and use the Licensed Materials shall cease immediately upon Licensee providing Licensor notice of termination pursuant to this provision.
2. Licensor Termination for Convenience. Licensor may terminate the License Agreement for any reason by providing Licensor at least 30 days’ advance written notice. Upon the date of termination set forth in the Licensor’s notice pursuant to this provision, Licensee’s right to access and use the Licensed Materials shall immediately cease.
3. Termination for Cause.
   1. By Either Party. Either party may terminate the License Agreement for cause if the other party is in material breach of the Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. Upon the date of termination pursuant to this provision, Licensee’s right to access and use the Licensed Materials shall immediately cease.
   2. By Licensor. Licensor may terminate the License Agreement immediately upon notice to Licensee (A) if Licensor’s relationship with AWS terminates or requires Licensor to change the way Licensor provides the Licensed Materials to the Licensee, or (B) in order to comply with the law, order or valid request of any governmental entity.

6.3 Effect of Termination/Survival

General. Upon the Termination Date:

1. except as expressly set forth herein, all rights and obligations under the License Agreement immediately terminate;
2. Licensee shall not automatically be entitled to a refund, but may submit a written request for a refund to the Licensor explaining any good cause for the requested refund;
3. all Licensee Data retained in the Licensed Product shall be deleted within fourteen (14) days; and
4. Sections 3, 4.1, 4.2, 7, 8, 9, 10, 11 and 13 will survive.

7. Feedback

If Licensee provides any feedback, comments or suggestions to Licensor about the Licensed Materials (“Feedback”), Licensee acknowledges and agrees that Licensor obtains, and Licensee hereby grants, a worldwide, irrevocable, perpetual, royalty-free license to make, use, disclose, create derivative works, modify, reproduce, distribute, and sublicense the Feedback.

8. Proprietary Rights

8.1 Ownership of Licensed Materials. With the exception of the Open Source Software identified in the Licensor’s Open Source Software Notices for the Licensed Product, Licensor retains all title, intellectual property rights and ownership right in and to the Licensed Materials. Other than the limited license to access and use the Licensed Materials granted in Section 2, Nothing in the License Agreement will be construed or interpreted as granting or assigning to Licensee any rights of ownership or any other proprietary rights in or to the Licensed Materials or any intellectual property rights therein.

8.2 Ownership of Licensee Data. Licensee retains all title, intellectual property rights and ownership right in and to the Licensee Data. Nothing in the License Agreement will be construed or interpreted as granting or assigning to Licensor any rights of ownership or any other proprietary rights in or to the Licensee Data.

9. Licensee Data

9.1 License. Licensee hereby grants to Licensor a nonexclusive, nontransferable (except in connection with an assignment permitted under Section 13.1), revocable license, under all proprietary rights, to reproduce and use Licensee Data solely for the purpose of, and to the extent necessary for, entering into and performing Licensor’s obligations under the License Agreement. Licensor will not aggregate, anonymize or create any data derivatives of Licensee Data other than as necessary to provide the Licensed Materials and to perform its obligations in accordance with the terms and conditions of the License Agreement.

9.2. Licensee will, at its expense, defend and indemnify Licensor and its officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party (including government investigation) to the extent arising out of or alleging of any of the following: (a) infringement, misappropriation or violation of any intellectual property rights by the Licensee Data or Licensor’s use thereof as permitted under the License agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Licensee Data by Licensor in the performance of its obligations as permitted under the License Agreement resulting from breach of Licensee’s obligations thereunder.

10. Disclaimers

THE LICENSED MATERIALS OR ANY OTHER INFORMATION AND MATERIALS OTHERWISE MADE AVAILABLE TO LICENSEE UNDER THE LICENSE AGREEMENT ARE PROVIDED BY LICENSOR AND LICENSOR’S LICENSORS ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED HEREIN.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, LICENSOR AND ITS LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE LICENSED MATERIALS OR ANY OTHER INFORMATION AND MATERIALS OTHERWISE MADE AVAILABLE TO LICENSEE UNDER THE LICENSE AGREEMENT AND ANY CONSEQUENCE ARISING FROM OR RELATED TO THEM, UNLESS OTHERWISE SPECIFIED IN THE LICENSE AGREEMENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE LICENSED MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY OF LICENSED MATERIALS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. LICENSOR DOES NOT WARRANT THAT THE LICENSED MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO LICENSEE UNDER THIS UELA; ITS SERVERS; OR E-MAIL SENT FROM LICENSOR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitations of Liability

LICENSOR AND LICENSOR’S LICENSORS WILL NOT BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER LICENSOR NOR ANY OF LICENSOR’S LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) LICENSEE’S INABILITY TO USE THE LICENSED MATERIALS, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THE LICENSE AGREEMENT OR LICENSEE’S USE OF OR ACCESS TO THE LICENSED MATERIALS, (II) LICENSOR’S DISCONTINUATION OF ANY OR ALL OF THE LICENSED MATERIALS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE LICENSED MATERIALS FOR ANY REASON; (B) THE USE OF THE LICENSED MATERIALS OR ANY OTHER INFORMATION AND MATERIALS OTHERWISE MADE AVAILABLE TO LICENSEE UNDER THIS LICENSE AGREEMENT; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY LICENSEE IN CONNECTION WITH THIS LICENSE AGREEMENT OR LICENSEE’S USE OF OR ACCESS TO THE LICENSED MATERIALS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF DATA.

IN ANY CASE, LICENSOR’S AND LICENSOR’S LICENSORS’ AGGREGATE LIABILITY UNDER THIS EULA WILL NOT EXCEED $100. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Modifications to these Standard Terms

Licensor may modify these Standard Terms at any time by posting a revised version on AWS or by otherwise notifying Licensee in accordance with Section 13.10. The modified terms will become effective upon posting or, if Licensor notifies Licensee by email, as stated in the email message. By continuing to use the Licensed Materials after the effective date of any modifications to these Standard End-User License Terms, Licensee agree to be bound by the modified terms. It is Licensee’s responsibility to check AWS regularly for modifications to these Standard End-User License Terms.

13. Miscellaneous

13.1 Assignment. Licensee will not assign or otherwise transfer the License Agreement or any of Licensee’s rights and obligations under the License Agreement, without Licensor’s prior written consent. Any assignment or transfer in violation of this Section 12.1 will be void. Licensor may assign the License Agreement without Licensee’s consent (a) in connection with a merger, acquisition or sale of all or substantially all of Licensor’s assets, or (b) to any of Licensor’s Affiliate; and effective upon such assignment, the assignee is deemed substituted for Licensor as a party to the License Agreement and Licensor are fully released from all of its obligations and duties to perform under the License Agreement. Subject to the foregoing, the License Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2 Entire Agreement. The License Agreement forms the entire agreement between Licensee and Licensor regarding the subject matter of the License Agreement. The License Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Licensee and Licensor, whether written or verbal, regarding the subject matter of the License Agreement.

13.3 Force Majeure. Licensor will not be liable for any delay or failure to perform any obligation under the License Agreement where the delay or failure results from any cause beyond Licensor’s reasonable control, including fire, flood, explosion, civil or military authority, acts of God, pandemic, epidemic, strike or labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, ransomware attack or cyberattack, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. The License Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws and choice of law principles. The United Nations Convention for the International Sale of Goods does not apply to the License Agreement.

13.5 Disputes. In resolving any disputes relating to or arising under the License Agreement, the parties agree to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York. The parties hereby waive their rights to a trial by jury.

13.6 Trade Compliance. In connection with the License Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control Licensee represent and warrant that Licensee and Licensee’s financial institutions, or any party that owns or controls Licensee or Licensee’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

13.7 Independent Contractors; Non-Exclusive Rights. Licensor and Licensee are independent contractors, and the License Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

13.8 Language. All communications and notices made or given pursuant to the License Agreement must be in the English language. If Licensor provide a translation of the English language version of the License Agreement, the English language version of the License Agreement will control if there is any conflict.

13.9 Confidentiality and Publicity. The Receiving Party shall not use the Confidential Information of the Disclosing Party except as provided for herein nor disclose the Confidential Information of the Disclosing Party to any third party, other than its employees and its subcontractors who have a need to know it and who are bound in writing by confidentiality terms no less restrictive than the terms herein. The Receiving Party shall maintain and safeguard the confidential nature of the Confidential Information by using at least the same degree of care (but no less than a reasonable degree of care) as the Receiving Party uses to protect its own confidential information and materials of a similar nature. On expiration or termination of this Agreement, the Receiving Party shall destroy, discard or return to the Disclosing Party, the Confidential Information of the Disclosing Party, upon the Disclosing Party’s instruction. If either Party finds its failure to comply with this section, such Party shall immediately inform the other Party of it and indemnify the other Party for the damage arising from such failure. The Receiving Party may disclose Confidential Information if legally compelled to do so by any authoritative governmental investigative or judicial agency if, prior to any such disclosure, the Receiving Party, if not prohibited by law, (i) asserts the confidential nature of the Confidential Information to the agency; (ii) immediately notifies the Disclosing Party in writing of the request to disclose; and (iii) cooperates with the Disclosing Party in its lawful efforts to limit the scope of any such compelled disclosure.

13.10 Notices. Notices in writing shall be sent to the addressees set forth below or at such other address as shall be designated by notice to the other party, including persons receiving copies. Notices in writing will be effective upon actual receipt, and shall be deemed conclusively to have been given: (i) on the first business day following the day timely deposited with Federal Express, UPS Next Day Air, United States Express Mail or other equivalent national overnight courier, specifying overnight delivery, with the cost of delivery prepaid or for the account of the sender; (ii) on the fifth business day following the day duly sent by certified or registered United States mail, postage prepaid and return receipt requested; or (iii) when otherwise actually received by the addressee on a business day, in writing (or on the next business day if received after the close of normal business hours or on any non-business day).

Address to Licensor:

Panasonic Automotive Systems Company of America
Division of Panasonic Corporation of North America
776 Highway 74 South
Peachtree City, Georgia 30269
Attention: Legal Department

with a copy of all legal notices to:

Legal Division
Panasonic Corporation of North America
Two Riverfront Plaza
12th Floor
Newark, New Jersey 07102-5490
Attention: Assistant General Counsel

13.11 No Third-Party Beneficiaries. Unless explicitly stated otherwise elsewhere in the License Agreement, no person other than the parties themselves has any rights or remedies under the License Agreement.

13.12 No Waivers. The failure by Licensor to enforce any provision of the License Agreement will not constitute a present or future waiver of such provision nor limit Licensor’s right to enforce such provision at a later time. All waivers by Licensor must be in writing to be effective.

13.13 Severability. If any part of the License Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the License Agreement, but the rest of the License Agreement will remain in full force and effect.

13.14 Headings. The section headings contained in the License Agreement are for reference purposes only and will not affect the meaning or interpretation of the License Agreement.

13.15 Remedies Cumulative. Except as expressly provided elsewhere in the License Agreement, each party's rights and remedies under the License Agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.