Software License Agreement
LET’S GET STARTED
Software License Agreement (SLA) – Rev. 10/28/2025
This Software License Agreement (“Agreement”) governs the use of software, products, and services provided by Juxtum, Inc. (“Juxtum”). By accessing or using Juxtum’s software, products, or services, the user (“Licensee”) agrees to be bound by the terms of this Agreement.
RECITALS
WHEREAS, Juxtum desires to license the Software and sell Products and Services (as each of those capitalized terms is defined herein) to Customer; and
WHEREAS, Customer desires to obtain one or more licenses to use the Software and to purchase Products and Services, subject to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Juxtum and Customer agree as follows:
1. Definitions
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in this Section.
“Adapter Software” shall mean software identified in the Proposal which is provided by Juxtum and operable to extract and format data from manufacturing machines.
“Cloud Based Software” means any Software identified in the Proposal as being provided using a cloud-based deployment model.
“Documentation” shall mean user manuals, handbooks, installation guides and other end user materials relating to the Software or Products that Juxtum provides or makes available to Customer.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
“License” shall have the meaning provided by Section 2 hereof.
“License Fees” shall mean the amounts set forth in the Proposal to be paid by Customer for the license to use the Software.
“On Premises Software” shall mean any Software identified in the Proposal as being provided on an on-premises basis.
“Order Form” shall mean any form of purchase order issued by Customer referencing or relating to the Proposal and this Agreement.
“Products” shall mean the items identified in the Proposal as being purchased by Customer.
“Proposal” shall mean the written proposal provided by Juxtum to Customer defining the Software, Products, and/or Services to be purchased by Customer, pursuant to this Agreement.
“Services” shall mean the services identified in the Proposal to be purchased by Customer.
“Software” shall mean the Adapter Software and the Visualization Software.
“Visualization Software” shall mean software identified in the Proposal which is provided by Juxtum and operable to provide visual dashboards, graphs and other information based on information extracted from manufacturing machines.
2. License
1.5 Effective immediately upon Juxtum’s delivery of the Software to Customer, Juxtum hereby grants to Customer a non-exclusive, non-sublicensable, and not-transferrable License to use the Software for the purposes intended and to use the Documentation in connection with the Software and Product.
2.5 Notwithstanding the fact that the License is non-sublicensable and non-transferable, Juxtum agrees and consents to Customer’s sublicensing and transferring such License to any entity which Customer wholly owns or controls, and in such event, such wholly owned or controlled entity’s use of the Software shall be strictly subject to this Agreement.
3.5 Except as otherwise explicitly permitted herein, Customer shall not, and shall not allow or assist any person or entity to:
3.1.6 reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
3.2.6 bypass, breach, or disable any security device, copy control or digital rights management tool, or other protection used by the Software;
3.3.6 access or use the Software for purposes of: (a) benchmarking or competitive analysis of such Software, or (b) developing, producing, marketing, distributing, licensing, or selling any product or service that may compete with such Software;
3.4.6 input, upload, transmit, or otherwise provide to or through any Cloud Based Software any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
3.5.6 damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner any Cloud Based Software, the equipment used to maintain or make such Software available, or Juxtum’s provision of services to any third party, in whole or in part; or
3.6.6 under or in connection with any part of this Agreement or its subject matter, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or entity, or violates any applicable law.
4.5 In the event Customer learns of or has reason to believe there has been a violation or attempted violation of any of the prohibitions set forth in Section 2.3, Customer shall promptly inform Juxtum and shall provide all assistance requested by Juxtum to mitigate or otherwise respond to that violation.
5.5 The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Customer acknowledges and agrees that: (a) Juxtum may use these and other lawful measures to verify Customer’s compliance with the terms of this Agreement and enforce Juxtum’s rights in and to the Software; (b) Juxtum may deny any individual access to and/or use of the Software if Juxtum, in its reasonable discretion, believes that person’s use of the Software would violate any provision of this Agreement; and (c) Juxtum may collect, maintain, process and use diagnostic, technical, usage and related information, including information about Customer’s computers, systems, manufacturing machines and software, that Juxtum may gather periodically to solely and exclusively for the purpose of improving the performance of the Software.
3. Control
1.5 Except as otherwise expressly provided in this Agreement:
1.1.4 Juxtum will use commercially reasonable efforts to maintain and ensure accessibility of the Cloud Based Software, and shall have sole control over the operation, provision, maintenance, and management of the Cloud Based Software and the equipment which is used to make it accessible;
1.2.4 and Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the systems it uses to access the Cloud Based Software, and sole responsibility for all access to and use of that Software through those systems or any other means controlled by Customer, including any: (i) information, instructions, or materials provided by any of them to the Cloud Based Software; (ii) results obtained from any use of the Cloud Based Software; and (iii) conclusions, decisions, or actions based on such use.
2.5 Juxtum reserves the right, in its sole discretion, to make any changes to the Cloud Based Software and Documentation that it deems necessary or useful to:
(a) maintain or enhance: (i) the quality or delivery of Juxtum’s services to its customers; (ii) the competitive strength of or market for Juxtum’s services; or (iii) the Cloud Based Software’s cost efficiency or performance; or (b) to comply with applicable laws.
3.5 Juxtum may from time to time in its discretion engage third parties to perform or assist it in the performance of its obligations under this Agreement, in which case, Juxtum shall retain responsibility for the work of such third party.
4. Products and Services
1.5 All Software deliveries by Juxtum will ordinarily be electronic. For any Software or Product that is not to be delivered electronically, Juxtum shall ship the Products (FOB) (Customer pays freight and insurance) place of manufacture. Any shipping schedule provided by Juxtum to Customer is Juxtum’s then-current estimate of delivery dates. Juxtum will use reasonable efforts to deliver the Products in accordance with that schedule but does not warrant or guarantee any particular delivery dates. Juxtum will not be liable for any damages, including indirect, incidental, or consequential damages, in connection with the delivery or non-delivery of any Product, including but not limited to damages incurred during shipment or caused by a delay in delivery. Customer’s acceptance of any Product constitutes a waiver of any claim for delay. Customer will have the right to select the carrier for delivery of a Product. The carrier will be deemed to be Customer’s agent, and Customer bears all risk of loss or damage during transit.
2.5 Customer acknowledges and agrees that the sale of Products is a sale of goods only, and that no transfer of any intellectual property rights is intended. All patents and patent rights, copyrights, trade secret rights, and other intellectual property rights throughout the world associated with any ideas, concepts, techniques, know-how, inventions, processes, designs or works of authorship developed or created by Juxtum or its personnel, alone or in collaboration with Customer (“Intellectual Property”) will belong exclusively to Juxtum. Customer hereby assigns and agrees to assign, and will cause its personnel to assign, without further consideration, any right, title, or interest it or they may have in the Intellectual Property from time to time. Customer will take such further actions as Juxtum may reasonably request to give full effect to the assignment.
3.5 Customer will defend, indemnify and hold Juxtum harmless from and against any claim, expense, loss or damage resulting from actual or alleged infringement or violation of any patent, copyright, trademark or other intellectual property right as a result of Juxtum’s compliance with Customer’s designs, specifications or instructions or Customer’s use of the Software or Products.
4.5 Juxtum will defend, indemnify, and hold Customer harmless from and against any claim, expense, loss, or damage resulting from the actual or alleged infringement or violation of any patent, copyright, trademark, or other intellectual property right as a result of Juxtum’s supply of the Software or Product to Customer.
5.5 In the event that Customer purchases Services from Juxtum, Customer shall:
5.1.4 Designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager”), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
5.2.4 Require that the Customer Contract Manager respond promptly to any reasonable requests from Juxtum for instructions, information or approvals required to enable Juxtum to provide the Services.
5.3.4 Cooperate with Juxtum in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Juxtum to provide the Services.
5.4.4 Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Juxtum’s provision of the Services.
5. Fees and Payments
1.3 Subject to Section 5.3, Customer shall pay the License Fees at the times and in the amounts set forth in the Proposal.
2.3 If Customer fails to make any payment by the date specified in the Proposal then, in addition to all other remedies that may be available to Juxtum:
2.1.4 Juxtum may charge interest on the past due amount at the rate of 1.0% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;
2.2.4 Customer shall reimburse Juxtum for all costs incurred by Juxtum in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees;
2.3.4 Juxtum may suspend performance of any Services, provided that Juxtum has given written notice of such default to Customer and at least 30 days to cure; and
3.4.4 if such failure continues for thirty (30) days following written notice thereof, Juxtum may further: (a) disable Customer’s use of the Software (including by means of a disabling code, technology, or device); and/or (b) terminate this Agreement under Section 6.3.
6. Term and Termination
1.12 This Agreement commences as of the Effective Date and shall remain in place until terminated according to the terms hereof.
2.12 Customer may without cause, and without incurring any obligation, liability, or penalty by reason of such termination, terminate this Agreement by providing at least 60 days’ prior written notice to Juxtum.
3.12 Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
4.12 The provisions set forth in the following sections, and any other right or obligation that, by its nature, should survive termination or expiration of this Agreement, will survive termination or expiration of this Agreement: 2.3, 2.4, 2.5, 4.2, 4.3, 4.4, 5.1, 6.4, 7.7, 8, and 9.
5.12 Upon termination of this Agreement, Customer shall immediately cease all use of the Software, return or delete all copies of the Software, and all copies of the Documentation for that Software in its possession, custody or control, and shall provide a written certification to Juxtum that such return or destruction has taken place.
7. Warranties and Disclaimers
1.12 Each party represents, warrants, and covenants to the other that:
1.15 it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
1.2.5 the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
1.3.5 when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
2.12 Subject to the limitations set forth herein; Juxtum warrants that:
2.1.5 it will perform the Services in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services; and
2.2.5 for a period of ninety (90) days from the date of delivery of the Software or Product (the “Warranty Period”):
(b) the Software will substantially conform in all material respects to the Documentation, when installed (in the case of On Premises Software), operated, and used as recommended in the Documentation and in accordance with this Agreement; and
(b) the Products will be free from defects in workmanship.
3.12 The limited warranties set forth in Section 7.2 apply only if Customer: (a) notifies Juxtum in writing of the warranty breach before the expiration of the Warranty Period; and (b) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the payment of all license fees then due and owing).
4.12 Notwithstanding any provisions to the contrary in this Agreement, the limited warranties set forth in Section 7.2 do not apply to problems arising out of or relating to:
4.1.6 any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Customer’s use in the Documentation, unless otherwise expressly permitted by Juxtum in writing;
4.2.6 Customer’s or any third party’s negligence, abuse, misapplication, or misuse of the Software or any Product, including any use of the Software or a Product other than as specified in the Documentation or in unusual or abnormal operating conditions;
4.3.6 the operation of, or access to, Customer’s or a third party’s system or network;
4.4.6 Customer’s breach of any provision of this Agreement;
4.5.6 improper installation or storage; or
4.6.6 any other circumstances or causes outside of the reasonable control of Juxtum (including abnormal physical or electrical stress or ordinary wear and tear).
5.12 If Juxtum breaches any of the warranties set forth in Section 7.2.1, Customer’s sole and exclusive remedy for such breach shall be as follows:
5.1.5 Juxtum shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Juxtum cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 6.3; and
5.2.5 in the event the Agreement is terminated pursuant to Section 7.5.1 above, Juxtum shall within thirty (30) days after the effective date of termination, refund to Customer any fees paid by the Customer for the Services underlying the breach;
The foregoing remedy shall not be available unless Customer provides written notice of such breach within thirty (30) days after delivery of such Services to Customer.
6.12 If Juxtum breaches, or is alleged to have breached, the warranties set forth in Section 7.2.2, Juxtum may, at its sole option and expense, take any of the following steps to remedy such breach:
6.1.5 repair the Software or Product;
6.2.5 replace the Software or Product with functionally equivalent software or product(s) (which software or product(s) will, on its replacement of the Software or Product, constitute Software or a Product hereunder); and/or
6.3.5 refund the purchase price paid for the Product or for the license for the Software, less a reasonable allowance for use, as determined by Juxtum. Shipping costs to and from Juxtum are not covered by this warranty and will be paid by Customer.
The remedies set forth in this Section 7.6 are Customer’s sole remedies and Juxtum’s sole liability under the limited warranties set forth in Section 7.2.2.
7.12 EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 7.2, ALL SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY JUXTUM ARE PROVIDED “AS IS.” JUXTUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, JUXTUM MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
8. Limitations of Liability
1.12 IN NO EVENT WILL JUXTUM, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY SOFTWARE OR PRODUCT, (d) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2.12 IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF JUXTUM AND ITS LICENSORS, SUPPLIERS AND SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9. Confidentiality
1.12 In connection with this Agreement, each party (the “Disclosing Party”) may disclose or make available Confidential Information to the other party (the “Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party discloses to the Receiving Party, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know- how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, the Software, Documentation, and terms of this Agreement are Confidential Information of Juxtum.
2.12 Confidential Information does not include information that:
(a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s noncompliance with this Agreement;
(a) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
3.12 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
3.1.5 not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
3.2.5 not disclose or permit access to Confidential Information other than to those who: (a) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (b) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Agreement; and (c) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth herein;
3.3.5 safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
3.4.5 promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and
3.5.5 ensure its personnel’s compliance with, and be responsible and liable for any of their non-compliance with, the terms of this Section 9.
Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any person or entity who learns of the Confidential Information from Receiving Party.
4.12 If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
10. Miscellaneous
1.12 Upon a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.
2.12 The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
3.12 All notices, requests, consents, claims, demands, waivers and other communication under this Agreement will have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such addressee party may designate from time to time in accordance with this Section 10.3):
If to Juxtum:
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4555 Lake Forest Drive, Suite 310B Cincinnati, OH 45242 USA Attention: Rob Longfellow, CTO Email: longfellow@juxtum.com |
If to Customer:
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____________________ ____________________ ____________________ Attention: ____________________ Email: ________________________ |
Notices sent in accordance with this Section 10.3 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or e-mail, (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and
(a) on the first business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
4.12 This Agreement, and the Proposal set forth all terms and conditions with respect to the purchase of Products, Services or Software, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Juxtum hereby notifies Customer in advance that Juxtum objects to any terms and conditions in any Order Form or other document which are additional to or different than those set forth in this Agreement and the Proposal whether or not such additional or different terms would materially alter this contract. If a contract between Customer and Juxtum is established through performance or other conduct of the parties, the terms and conditions of that contract will not be deemed to consist only of terms and conditions as to which the parties’ writings agree, but rather this Agreement will be a part of that contract and will prevail over the conflicting and/or different terms and conditions of any other document forming a part of the contract.
5.12 Except as provided herein, neither party shall assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section 10.5 shall be null and void and shall not be effective to relieve the party of any of its obligations under this Agreement. Juxtum may assign any of its rights or delegate any of its obligations to any affiliate or to any entity acquiring all or substantially all of Juxtum’s assets without Customer’s consent.
6.12 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.
7.12 No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Customer acknowledges and agrees that no employee, officer or agent of Juxtum has the authority to make any representations, statements or promises in addition to or in any way different than those contained herein, and that Customer is not entering into this Agreement in reliance upon any representation, statement or promise of Juxtum except as expressly stated herein.
8.12 If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall 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.
9.12 This Agreement will be deemed to have been prepared by both parties, and no provision of this Agreement, including any ambiguities contained therein, will be construed against any party by virtue of such party’s role in drafting or otherwise preparing this Agreement. Each party hereby acknowledges and agrees that it has had the opportunity to have this Agreement reviewed by legal counsel of its own choosing.
10.12 This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio 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 Ohio. The rights and obligations of the parties to this contract will not be governed by the provisions of the 1980 UN Convention on Contracts for the International Sale of Goods; rather these rights and obligations will be governed by the laws of the State of Ohio. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Cincinnati and County of Hamilton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Any litigation or other legal proceeding of any kind arising out of such claim must be brought within two years after the date on which it accrued or be barred.
11.12 Neither Party shall be responsible for any delays or non-performance caused by acts of God (such as fires, earthquakes, floods, hurricanes, tropical storms, tornadoes, explosions and other severe acts of nature or weather), war, revolutions, acts of terrorism, epidemics, pandemics, labor disputes or strikes, acts of governmental authorities such as expropriation, condemnation, or for any other cause that is unforeseeable and beyond the reasonable control and without the fault or negligence of such Party (“Force Majeure Event”). The Party asserting the Force Majeure Event for a delay or non-performance shall provide the other Party with prompt written notice upon the occurrence of any such Force Majeure Event. The Party experiencing the Force Majeure Event shall be excused from further performance or observance of the obligations so affected for the duration of the Force Majeure Event so long as such affected Party undertakes commercially reasonable efforts to mitigate the effects of the Force Majeure Event and recommence performance without delay. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice, terminate the Agreement.
12.12 This Agreement may be executed in multiple counterparts, and each such counterpart will be deemed to be an original, but all such counterparts together will constitute one agreement. Signed electronic copies or electronic counterpart signature pages of this Agreement will be deemed to be originals and may be appended to any other signed copies or counterpart signature pages of this Agreement.
An offer to purchase the Products, Software and Services described in the Proposal under the terms set forth in this Agreement and any additional terms set forth in the Proposal may be made by submitting an Order Form to Juxtum, and Juxtum may accept such offer by issuing an acknowledgement of the Order Form.
