%20logo%20-%20no%20background.svg)
This license agreement ("Agreement") is a legal agreement between an individual or entity ("Licensee") and Saporo SA ("Saporo"), a Swiss corporation headquartered in Lausanne, Switzerland, or any affiliate of Saporo ("Licensor" and together the "Parties").
LICENSEE ACKNOWLEDGES:
LICENSEE, OR IF THE SOFTWARE WILL BE USED BY AN ENTITY, ON BEHALF OF THAT ENTITY, REPRESENTS AND AGREES THAT LICENSEE HAS THE LEGAL CAPACITY AND AUTHORITY TO ACCEPT THE AGREEMENT, TO LEGALLY REPRESENT AND BIND THAT ENTITY, THAT LICENSEE HAS READ ALL OF THE TERMS OF THIS AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM; AND LICENSEE UNDERSTANDS THAT, IF THE SOFTWARE LICENSE IS ACQUIRED THROUGH A RESELLER, THAT RESELLER IS NOT LICENSOR'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS ON BEHALF OF LICENSOR OR TO MODIFY THE TERMS OR CONDITIONS OF THIS AGREEMENT.
SECTION 1: SCOPE OF APPLICATION
The Agreement is for the provision of Software and related Services. The Licensee shall enjoy the rights and be subject to the obligations of this Agreement for all licenses of Software and Services purchased and recorded on an order document entered into with the Licensor or a Reseller. Such order document shall state the duration, quantities, prices and payment terms for such Software and Services. In the event of any conflict between the terms of this Agreement and any ordering document, the terms of this Agreement shall prevail. This Agreement shall supersede any other agreement relating to the supply and use of the Products as defined below, unless express reference is made to this Agreement in the event of a waiver of the terms and conditions below.
SECTION 2: DEFINITIONS
"Addendum" means any supplemental document executed between the parties to modify or add terms and conditions to this Agreement.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. The term "control" (including, with correlative meaning, the terms "control," "controlled by," and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, including, for the avoidance of doubt, any corporation that is from time to time a holding company, a subsidiary or a subsidiary of a holding company ;
"Claim(s)" means all claims, actions, demands, proceedings, damages, costs and liabilities of any nature from third parties;
"Documentation" means all user manuals and instructional guides provided by Licensor with the Product, which describe the installation, functionality and operational instructions sufficient to enable Licensee to use the Software;
"Direct Distribution" means the direct sale of licenses and delivery of the Product to Licensee by Saporo, without the intervention of a Reseller;
"Fees" has the meaning set forth in Section 6; "Indirect Distribution" means the sale of licenses and delivery of the Product to Licensee by a Reseller, as defined below ;
"Intellectual Property Rights" or "IP" means all intellectual property rights throughout the world, whether existing by statute, common law or equity, registered or unregistered, now or hereafter in force or recognized, including copyrights, trade secrets, trademarks and service marks, patents, petty patents, inventions, designs, logos and trade dress, database rights, trade dress, rights of publicity and privacy or any rights in connection with the Software ; and any application or right to apply for any of these rights and all renewals, extensions and restorations;
"Confidential Information", means all information related to know-how, financial, business, intellectual property and other information, in whatever form or medium, including, without limitation, any trade secrets, technical advice or knowledge, processes, financial data, technical data and documentation, strategic planning, product/service specifications, prototypes, marketing data and client information, that is furnished or disclosed by Saporo or any of its affiliates or any of its clients to [co-contractor] whether in oral, tangible, electronic or other form. All Confidential Information shall remain the exclusive property of Saporo.
"Trade Secret Rights", means all (a) trade secrets and (b) processes, techniques, practices, knowledge, skills, research and development, and other proprietary information not protected by published patent applications or issued patents, in each case, that are specifically associated with (i) Saporo’s methods, algorithms and graph queries including cypher and other query languages applicable to graph databases, (ii) models built to simulate attack methods such as DCSync or ransomware attacks, (iii) Saporo's Artificial Intelligence algorithms applied to the context of attack paths, graph databases and security vulnerabilities, (iv) collectors such as Saporo’s proprietaryMicrosoft Active Directory data collector and, (v) Saporo’s score resistance calculation method such as Generic resistance, DCSync and ransomware.
"Saporo Platform" means the core component of Licensor's Products;
"Saporo Module" means any optional component of the Product that enhances the Saporo Platform, which may be separately licensed to Licensee upon payment of the corresponding Royalty; Saporo Modules may not be licensed and used without the Saporo Platform;
"Saporo Customer Enhancement Program" means the enhancement program established by Licensor to improve the functionality of the Product based on the data collected pursuant to Section 10 below, and which Licensee may voluntarily opt out of by changing a setting in the Saporo Web Console;
"Personal Data" means, unless otherwise defined by law applicable to Licensee, any information relating to an identified or identifiable individual, including, where applicable, Licensee itself.
"Product" means Licensor's Platform, Documentation and Software, and Saporo Modules, if any;
"Reseller" means a third party authorized by Licensor to license and distribute the Products under the terms of this Agreement;
"Revisions" means fixes, updates and upgrades to the Software, enhancements and new versions of the Software that Licensor provides to Licensee;
"Services" means Product support and maintenance services as defined in Section 8 and Schedule A of this Agreement, excluding professional services as defined in a specification or professional services contract;
"Software" means the software licensed to Licensee by Licensor, either directly or through a Reseller, as it may be modified and updated by the parties, including the Saporo Platform, all Revisions, and all licensed Saporo Modules.
"Territory" means the country in which the Software is licensed for use. "Use" means the right to use the Licensed Software in accordance with the terms and conditions of this Agreement.
SECTION 3: GRANT
Subject to payment of all applicable Royalties to Licensor or Reseller as agreed in the applicable Ordering Document, and provided that Licensee complies with all of the terms and conditions of this Agreement, Licensor grants to Licensee and its Affiliates a personal, non-exclusive, non-sublicensable, non-transferable license to: (i) use the Products, including the Licensed Modules, and all revisions thereof for Licensee's and its Affiliates' internal business purposes; (ii) access the Products on Saporo's specific licensing website; and "...(iii) install the Products solely on internal systems, unless otherwise agreed in writing. For the avoidance of doubt, Licensee and its Affiliates may only install the Products in cloud environments with the express written permission of Licensor and in accordance with the security enhancement guidelines provided by Licensor. Licensee and its Affiliates may not sell or transfer reproductions of the Software or Documentation to third parties. Evaluation copies provided to Licensee and Affiliates may only be used for internal evaluation of the suitability of the Software and in no case for production use.
The right to use, access and install the Products is limited to the component of the Products licensed by Licensee and its Affiliates. In addition, the Products are licensed on an endpoint and server model and the exercise of the rights granted herein is limited to the quantity of endpoint and server licenses purchased.
Licensee and its Affiliates are not permitted to create derivative works, adapt, translate, reverse engineer, decompile or disassemble the Software.
Furthermore, Licensee and its Affiliates are expressly prohibited from disclosing, copying, leasing, sublicensing, renting or distributing in any manner the Software and Documentation without the express written permission of Licensor. Licensee and its Affiliates are not permitted to use the Software to conduct a service bureau business or similar activity for the benefit of other parties.
Additional rights, and in particular the right to use the Products on behalf of or for the benefit of a third party, may be expressly granted in a separate written agreement to a business partner of Licensor acting as a managed service provider.
SECTION: 4 OWNERSHIP AND COPYRIGHT
Title to the Software and Documentation, together with patents, copyrights and all other applicable proprietary rights, shall at all times remain the exclusive property of Licensor and Licensor's third party licensors, and Licensee shall take no action inconsistent with such title. All rights not expressly granted to Licensee herein are reserved to Licensor and Licensor's third party licensors.
Licensee agrees not to remove, delete or alter in any way any proprietary markings, including any trademark or copyright notice, on or in the Products, or that is visible during operation of the Products, or that is on any media or Documentation. Licensee shall incorporate such proprietary markings in any backup copy of the Products.
SECTION 5: PROVISION AND ACCESS
Upon receipt of a purchase order or similar ordering document, the Products will be provided to Licensee electronically and the rights granted under Section 3 will be activated by the insertion on Licensor's Saporo Portal of a license activation key provided to Licensee by Licensor.
Upon release of each Product, an encrypted file containing information about the Customer ID, the order date, the list of licensed Saporo Modules, and the number of terminals and servers assigned will be activated. This file will be regularly updated via the online licensing and management system provided to Licensee to reflect any changes in License dates, licensed Saporo Modules, number of endpoints assigned, or any other relevant Licensee information.
Licensee will be regularly informed of the status of its Licenses; in particular, Licensee will receive automatic reminders with sufficient notice of the License expiration date in the case of Subscription Licenses as defined in Section 7 below, informing Licensee of the opportunities to terminate or modify the Subscription License.
SECTION 6 : FEES
The Royalty shall be paid by Licensee as set forth in the Order Document in accordance with Licensor's then-current payment policy set forth below. Licensee who has obtained a subscription license to the Products will be subject to an Initial Royalty (annual fee for annual licenses), payable within 30 days of receipt of invoice. The invoice will be sent after the 30-day trial period has ended unless otherwise specified by Licensee. Licensor may apply volume or term discounts to the Royalty payment. Details of Licensor's discount policies are made available to Licensee.
Unless otherwise provided in writing, Fees paid by Licensee are non-refundable, even after termination of this Agreement between Licensor and Licensee. Licensee shall be responsible for and shall pay, and shall reimburse Reseller or Licensor upon demand if Reseller or Licensor is required to pay, any sales, use, value-added (VAT), consumption or other taxes (except taxes on Reseller's or Licensor's net income), assessments, fees, tariffs or other charges of any kind or nature that are levied or imposed by any governmental authority on the Products.
Annual Price Increase. The subscription fees for the Services shall automatically increase by 3% per year, effective on the first renewal date of the Subscription Term and each subsequent renewal.
Notification via Invoice. The adjusted fees shall be reflected directly in the invoice for the relevant renewal period. No separate prior notice shall be required, as the Customer acknowledges and accepts this adjustment upon acceptance of this Agreement.
No Retroactive Adjustments. Annual price adjustments shall only apply to future subscription periods and shall not be applied retroactively to past invoices.
SECTION 7: DURATION AND TERMINATION
The Products are granted to the Licensee under the following model:
Annual Subscription License: The Products are licensed under a subscription model, the License is granted for a minimum term of one year, for a fixed term period (the "Subscription Term"). The Subscription Term may be determined in years. The Subscription License will automatically renew upon expiration of the Subscription Term set forth in the order document, unless Licensee notifies the Licensor in writing no later than 30 days prior to the expiration date. If the term of the subscription is changed to a period different from that originally subscribed, the price will be adjusted accordingly. Licensee will be notified prior to the expiration date of the Subscription Term as mentioned in Section 3 above.
The EULA shall become effective on the date you purchase the Products, receipt of purchase order or other similar document, at the earliest of the expired terms, and shall remain in effect until terminated in accordance with its terms:
Licensee may terminate this Agreement if Licensor fails to comply with the terms of this Agreement. Licensee may terminate this agreement if Licensor files for bankruptcy or becomes insolvent.
Licensee's rights under the License shall automatically terminate without notice if Licensee fails to comply with the terms of this Agreement, including, but not limited to, failure to pay the Fees pursuant to Section 6 above or breach of the License granted under Section 3 above.
Upon termination of the License, Licensee shall cease all use of the Products and destroy all copies, full or partial, of the Products. Licensee shall remain the sole owner of the hard drive(s) used in the use of the Product to store the data processed by the Saporo Product and Saporo shall have no ownership rights in such hard drive(s). Licensee shall be free to retain or destroy the hard drive(s) as it sees fit.
SECTION 8: SUPPORT AND MAINTENANCE SERVICES
Support and maintenance services (the "Services") will be provided to Licensee as follows.
The Services will be provided to Licensees who have obtained the Products under a subscription licensing model at no additional charge. The provision of the Services and the Support and Maintenance Agreement will terminate concurrently with this Agreement.
The terms and conditions governing the provision of the Services are governed by Exhibit A, Saporo Support and Maintenance, which is made a part of this Agreement and incorporated herein by reference.
SECTION 9: LIMITED WARRANTY AND CONDITIONS
Licensor warrants that for a period of ninety (90) days after delivery of the Software ("Warranty Period"), the Software will materially conform to the applicable Documentation. Licensee must submit such warranty claims to Licensor during the Warranty Period.
NOTWITHSTANDING THE FOREGOING, EVALUATION OR TRIAL SOFTWARE, OPEN SOURCE LICENSES, NON-SALE LICENSES AND ANY OTHER PRODUCTS PROVIDED FREE OF CHARGE TO LICENSEE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, LICENSOR AND ITS THIRD PARTY LICENSORS MAKE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS AUTHORIZED REPRESENTATIVE OR RESELLER SHALL CREATE A WARRANTY. LICENSEE'S EXCLUSIVE REMEDY FOR BREACH OF THIS LIMITED WARRANTY IS (i) FOR LICENSOR TO USE COMMONLY REASONABLE EFFORTS TO REMEDY THE DEFECTS COVERED BY THIS WARRANTY WITHIN A REASONABLE TIMEFRAME.
LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY WARRANTY OBLIGATIONS AND DOES NOT WARRANT TO LICENSEE OR ACCEPT ANY OTHER OBLIGATION WITH RESPECT TO ANY THIRD PARTY SOFTWARE, PROGRAMS OR MATERIALS THAT MAY BE PROVIDED BY LICENSOR UNDER THIS AGREEMENT. ALL WARRANTIES, CONDITIONS OF USE AND LIABILITIES OF ANY KIND, EXPRESS OR IMPLIED, CONTRACTUAL OR OTHERWISE, WITH RESPECT TO THIRD PARTY SOFTWARE PROGRAMS, INCLUDING, BUT NOT LIMITED TO, THE TERMS OF USE, MERCHANTABILITY, PERFORMANCE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY.
IN ADDITION, THIS LIMITED LIABILITY DOES NOT APPLY IF (i) THE PRODUCTS ARE NOT USED IN ACCORDANCE WITH THE APPLICABLE DOCUMENTATION; (ii) THE DEFECT OF THE PRODUCT WAS CAUSED BY LICENSEE'S DEFECTIVE EQUIPMENT; or (iii) LICENSEE HAS MADE MODIFICATIONS TO THE PRODUCTS NOT EXPRESSLY AUTHORIZED IN WRITING BY THE LICENSOR.
SECTION 10: LIMITATION OF LIABILITY AND INDEMNIFICATION
In the event that Saporo's software and/or professional services violate the intellectual property rights of third parties, or in the event of gross negligence and/or criminal intent, Licensee shall not be held liable in lieu of Saporo and Saporo's liability shall not be limited. In addition, should Saporo breach its confidentiality agreement with Licensee, Saporo may be liable for up to CHF 5,000,000.
In any other case, Licensor's total liability under this Agreement, whether arising in contract, tort, or other cause of action, shall be limited to the fees paid to Licensor by Licensee in the 12 months preceding the action giving rise to the claim. Nothing in this provision shall limit or exclude Licensor's statutory liability for (i) fraud (ii) gross negligence or (iii) any other liability which cannot be excluded by law.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS ON CONTRACTS), LOSS OF REVENUE, LOSS OF USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OR DAMAGE TO OR CORRUPTION OF DATA, EVEN IF LICENSOR IS ADVISED OR HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
Licensee is solely and entirely responsible for the installation and use of the Products, and for the strict compliance of such installation and use with applicable law, including, but not limited to, data protection and copyright laws. Licensee agrees to indemnify and hold Licensor harmless from any liability, loss, cost, damage or expense, including reasonable attorneys' fees, arising out of Licensee's installation or use of the Product, including any claims made by Licensee's customers or other third parties.
SECTION 11: CONFIDENTIALITY
Licensee acknowledges and agrees not to use confidential information and trade secrets except as expressly authorized by this Agreement, or to disclose such information to third parties except as expressly authorized in writing by Licensor or as required by law. Licensee agrees to take all necessary precautions to prevent disclosure and misuse of Confidential Information and trade secrets. Licensee shall promptly disclose to Licensor any breach of its obligations under this Section and shall take all steps necessary to remedy such breach.
Licensee warrants that its representatives, agents, employees and consultants will comply with the confidentiality obligations set forth in this Section 11 and agrees to indemnify and hold Licensor harmless for any damages and liability caused by any breach of such confidentiality by such representatives, agents, employees and consultants. The obligations set forth in this Section 11 shall survive the expiration or termination of this Agreement or any license acquired hereunder, regardless of the reason for termination.
SECTION 12: FOR THIRD-PARTY AND OPEN-SOURCE SOFTWARE
The Products contain code, objects and other intellectual property developed by third party licensors and incorporated into the Products ("Embedded Third Party Software"). The terms and conditions associated with such software are expressly set forth in the Products, and Licensor hereby conveys to Licensee all warranties provided in such terms and conditions. Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations Licensee may have, or the terms to which it may be subject, under any open source license applicable to any open source code contained in the Software.
SECTION 13: DATA
The Parties agree that the provision of Services involves the processing of Personal Data by SAPORO.
In this context, the Parties agree to process these Personal Data in accordance with the provisions of the agreement on the protection of Personal Data.
In case of on-premises installation, it is expressly reminded that the Licensee remains responsible for the processing of Personal Data, with SAPORO acting only as a subcontractor within the meaning of the applicable regulations on the protection of Personal Data.
SAPORO undertakes not to exploit or use the Personal Data, even temporarily, for its own needs or on behalf of third parties. SAPORO will take the necessary precautions to preserve the security of the Personal Data.
To this end, SAPORO commits to respect the commitments made within the agreement on the protection of Personal Data, describing in particular the security measures implemented to protect the Personal Data in order to enable the Licensee to comply with its obligations as data controller.
SAPORO undertakes not to resort to a subcontractor without the prior and express authorization of the Licensee.
SAPORO has the right to inquire, access, rectify, and object for legitimate reasons concerning all the Personal Data related to its personnel – a right which is exercised by mail addressed to the delegate for the protection of the Licensee, accompanied by a copy of the identity document of the concerned person.
Licensee understands that by installing and/or using the Products, including the Saporo Modules, certain information about Licensee, the users of Licensee's computing environments on which the Products are deployed, and those computing environments of Licensee ("Collected Data") is collected by Licensor.
The Collected Data includes the following: 1) items sent to deliver Product functionality through Saporo 2) items sent for Product updates and usage statistics, including Product versions and frequency of use ; 3) materials sent for license administration purposes, including identification codes for Licensee's current rights to use the products; and 4) where Licensee participates in Saporo's customer enhancement program, anonymized and non-anonymized data related to product functionality used and performance of Saporo devices. Further information on the specific Data collected by the Products is contained in the Documentation, as well as information on the location of the Opt Out fields in the Products.
The Data collected is used solely for the purpose of providing the purchased services, supporting the Products and generally improving the Products. All Data collected will be used, processed and stored as confidential information. Licensee and Licensor agree that, to the extent possible, the Data collected will be anonymous and will not constitute Personal Data. In the event that any Data collected is Personal Data, Licensor will treat such data in accordance with the data protection laws of the jurisdiction in which such data was collected.
The collected Data will be transferred to, processed and stored by Licensor or its Affiliates in Switzerland or the European Union, with the exception of anonymized Customer Improvement Data which may be stored in other countries. Licensee expressly represents and warrants that it will fully comply with all applicable privacy and data protection laws in its jurisdiction and will indemnify and hold Licensor harmless from any third party claims resulting from the breach of this warranty.
SECTION 14: COMPLIANCE
Licensor may, at its expense and not more frequently than once every 12 months, designate its own personnel or an independent third party (or both) to verify that Licensee's use, installation or deployment of the Software complies with the terms of this Agreement.
Licensor will announce the license compliance audit in written form. Licensee and Licensor will agree to a kick-off meeting to be held within 30 days of the written notification. The scope, methodology and timetable will be defined during this meeting. Both parties will agree to conduct the license compliance audit in a reasonable manner.
If the audit shows that Licensee is deploying, installing or using the Software (A) beyond the amount that has been legitimately licensed; or (B) in a manner not authorized by this Agreement, such that additional fees apply, Licensee shall pay the additional license fee and any applicable related maintenance and support fees within 30 days of the invoice date.
SECTION 15: ALLOCATION
Neither this Agreement nor any of Licensee's rights, licenses or obligations may be assigned or delegated by Licensee to any third party, including in connection with a merger, acquisition, reorganization, outsourcing, change of control or in any other circumstance, without the prior written consent of Licensor. Any such purported assignment or delegation shall be null and void and shall constitute an incurable breach of this Agreement resulting in automatic termination of this Agreement and all rights and licenses granted to Licensee hereunder.
SECTION 16: FORCE MAJEURE
Neither party shall be liable for any breach of this Agreement due to circumstances beyond Licensor's reasonable control, including, but not limited to, acts of God, fire, acts of government, war, military operations or riots, accidents, embargoes, industrial actions, terrorist threats, hereinafter referred to as "Force Majeure." In the event of Force Majeure, each party shall promptly notify and provide in writing to the other party all relevant information in respect thereof.
ARTICLE 17: WAIVER AND SEVERABILITY
A waiver by one party of a breach or default by another party under this Agreement shall not constitute a waiver of any subsequent breach or default. No waiver shall be effective unless in writing and signed by an authorized representative of the waiving party.
If a court or court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
SECTION 18: COMPLIANCE OF EXPORTS AND IMPORTS
In the event Licensee exports the Software from the country in which it was originally received, Licensee assumes responsibility for compliance with all applicable import, export and re-export regulations, including, but not limited to, regulations of the Office of Export Administration of the U.S. Department of Commerce, the Office of Foreign Assets Control of the U.S. Department of the Treasury, and other U.S. agencies, as well as the export control regulations of the European Union and Switzerland. Licensee acknowledges and agrees that the Software will not be used, nor any of the underlying information or technology included, transferred in any manner to countries that are currently embargoed by the United States, Switzerland and/or the European Union. Licensee agrees to comply strictly with all applicable laws and assumes full responsibility for obtaining any required import, export or re-export licenses.
The Software may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. parts 730-744 and Council Regulation (EC) No. 1334/2000.
Licensee represents and warrants to Licensor that Licensee will not use the Software or any portion thereof in violation of applicable laws or regulations, and Licensee agrees to indemnify and hold Licensor harmless from any claims, losses, costs or liabilities arising from Licensee's violation of this section.
SECTION 19: LIABILITY OF LICENSEE
Licensee is responsible for all acts and omissions of its Affiliates or any person or entity that Licensee is authorized under this Agreement to permit use of or access to the Software and Services.
ARTICLE 20: APPLICABLE LAW AND JURISDICTION
This agreement is governed by the laws of Switzerland. Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Vaud, Switzerland.
ARTICLE 21: EQUITABLE REMEDY
Licensee acknowledges that Licensor's rights in the Products are unique and that monetary remedies will not be sufficient to compensate Licensor for any infringement of such rights. Licensor shall be entitled to seek injunctive and other equitable relief to protect, maintain, defend, enforce and preserve such rights, in addition to any other remedies that may be available.
SECTION 22: ENTIRE AGREEMENT
This Agreement supersedes in its entirety any prior license agreement between Licensor and Licensee, in particular agreements governing the use of earlier versions of the Products.
This Agreement constitutes the entire agreement between Licensor and Licensee with respect to the subject matter hereof and any modification of the terms of this Agreement must be in writing and signed by both parties. The terms and conditions set forth in any order document or purchase order that differ from, conflict with or are not included in this Agreement shall not be part of this Agreement unless specifically agreed to in writing by Licensor.
