End User License Agreement - v13

SEEQ ENDUSER LICENSE AGREEMENT (“EULA”)

 1.0   Introduction to Seeq’s Products and License Terms. 

1.1.  What’s Included in “Software”. Seeq offers many different software products for download, including Seeq Desktop, Seeq Site Edition and others.  “Software” means any Seeq product that End User orders from Seeq and downloads from Seeq. The term also includes (a) related documentation, (b) any Updates (defined below) to the Software, (c) any add-ons, plug‐ins, APIs or Internet-­‐based components of the Software provided by Seeq (but not third parties) (“Supplementary Software”), and (d) any third party software embedded in or provided with Seeq’s software (“Embedded Software”).  End User’s detailed rights to use Software are in Section 2 below. To be clear, any add-ons, plug‐ins, APIs or other code offered by third parties or created by End User itself are not “Software”, and Seeq is not responsible for and does not offer any warranty, indemnity or support for those items. 

1.2.  “Subscription license”. Subscription licenses grants then-authorized users access to the software for an agreed period of time, known as the Subscription Term.   

1.3.  The “Products”. This Agreement uses “Products” to refer to the Software.  

1.4.  Seeq’s Maintenance Offerings.  For additional fees, Seeq offers “Maintenance” to End Users. Maintenance includes  (1) any generally released updates, upgrades, patches, and bug fixes for the Software when and if generally released at Seeq’s sole discretion, and (2) web-based support.

1.5.  Limits on Authorized Users. When buying a subscription license to the Software, End User pays fees for a specific number of users, which are counted based on number of then-authorized users for Software (“Authorized Users”).  End User designates Authorized Users through the Products. Authorized Users may include End User’s employees, representatives, consultants, contractors, agents and Customers (note: detailed rules for Customers in Section 3.3 below). End User may add Authorized Users for additional fees. End User is responsible for all use of the Products by its Authorized Users and their compliance with this Agreement.

1.6.  “Extended Experience Program”. The Extended Experience Program unlocks certain Seeq products for the subscription period; usage of the products does not commit the End User to future subscription charges. The usage of the products under the Extended Experience Program does not create retroactive or future liability for the End User. Seeq is under no obligation to offer the Extended Experience Program in the future.  

2.0    License to Use Seeq Software.

2.1.  Software, Generally.  Seeq grants End User a worldwide, non-exclusive, non‐transferable, non‐sublicenseable right to use the Software, subject to the terms and conditions of this Agreement.  Software licenses are perpetual unless terminated as described in this Agreement or subscription.  Only Authorized Users may use the Software, and only up to the permitted number of Authorized Users (except for Non‐Production Purposes, as described below). All use of Software must be in accordance with the relevant Seeq documentation and policies.  End User may make a limited number of copies of the Software as is strictly necessary for purposes of data protection, archiving, backup, and testing and internal development (e.g., of End User configuration or development on Seeq Software, but not development of End User’s unrelated products or services) (“Non‐Production Purposes”).  For clarity, End User’s employees and contractors may use the Software for these Non‐Production Purposes, and End User will be responsible for their compliance with this Agreement on all the same terms as for Authorized Users, except that these users will not count against End User’s limit of Authorized Users, and End User will not need to pay additional fees for these users. Unless Seeq agrees otherwise in writing, End User may only install, use or make available the Software on End User’s hardware systems, whether owned, leased or controlled.  End User will be responsible for any use of the Software on any hardware systems not owned, leased or controlled by End User (“Uncontrolled Systems”).

2.2.  Subscription and Renewals.  End User selects its initial subscription term, which may be a month, quarter, year or other mutually agreed period, at the time of order. Once that term expires, it will automatically renew for successive terms of the same period (but no longer than 1 year each) unless either End User or Seeq notifies the other of non‐renewal at least 5 business days prior to the upcoming expiration date or Seeq ceases to make a particular Software available. Renewals are charged at Seeq’s then-current rates unless otherwise agreed, and Seeq will at its discretion charge End User using the credit card on file on or after the expiration date or send End User an invoice. “Subscription Term” means the initial term and any renewal term(s).

2.3.  Updates and Supplementary Software. The terms for Software in this Agreement apply to any Updates and Supplementary Software, unless Seeq provides different terms.  Seeq may cease making available Supplementary Software and Internet-based services used with the Software at any time.

2.4.  Open Source Software.  The Software may contain or be provided with components subject to the terms and conditions of “open source” software licenses (“Open Source  Software”). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including any provisions governing access to source code, modification or reverse engineering.

2.5.  Evaluation Software. This paragraph applies to any Software that Seeq makes available on an evaluation basis (“Evaluation Software”). End User may only use the Evaluation Software for internal evaluation purposes for the period specified by Seeq (or, if not specified, for 30 days), and may only permit a limited number of users (specified by Seeq) to access the Evaluation Software. After the evaluation period, End User must delete all copies of the Evaluation Software. End User acknowledges that Evaluation Software may not be fully functional.  Notwithstanding anything else in this Agreement, Seeq does not offer any warranty, indemnity or support for any Evaluation Software.

2.6.  Source Code.  Seeq may provide some elements of Software in source code form (“Source Code”).  Unless otherwise specified, End User may not modify Source Code. Seeq will have no support, warranty, indemnity or other obligations relating to, and assumes no liability for, any End User Modifications or any effect they may have on the operation of the Products.

2.7.  IP Protection Mechanisms. The Software has license protection mechanisms designed to manage and protect Seeq’s and its suppliers’ and licensors’ intellectual property rights. End User must not modify or alter these mechanisms or try to circumvent them or the usage rules they are designed to enforce.

2.8.  No intellectual property ownership rights may be transferred to the End User with anything other than a separate license transfer agreement executed by Seeq and End User; and, specifically, no End User purchase order without an executed licenses transfer agreement shall have the effect of transferring ownership to the End User.

3.0   Important Customer Obligations

3.1.  Accounts and Passwords.  End User will provide accurate, current and complete information when registering with Seeq and ordering Products and agrees to update its information if it changes.  This is important, because Seeq may send notices, statements and other information to End User by email or through End User’s account.  End User will keep all its Authorized Users’ passwords and usernames confidential and will not share them with third parties.  End User is responsible for all actions taken through its accounts.

3.2.  Embedded Software.  All of the other restrictions for Software in this Agreement also apply to Embedded Software, with the addition of the following terms. End User receives restricted licenses to Embedded Software and may use Embedded Software only for its internal purposes (including for Customer Use as permitted below) in conjunction with the applicable Product as provided by Seeq, and may only use the Embedded Software as part of and through that Product. End User may not install, access, configure or use any Embedded Software (including any APIs, tools, databases or other components of any Embedded Software) separately or independently of the rest of the Product, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any Embedded Software components, or permit anyone else (including Customers) to do any of these things.  Notwithstanding any other terms of this Agreement, End User may not modify any Embedded Software.  End User will be financially responsible to the applicable third party licensor (“Embedded Software Licensor”) for all damages and losses resulting from End User’s breach of this Agreement.  End User may not “benchmark” or otherwise analyze performance information for individual Embedded Software elements. 

End User understands that the applicable Embedded Software Licensor retains all ownership and intellectual property rights to the Embedded Software.   Embedded Software Licensors (and any other third party licensors of any components of the Products) are intended third party beneficiaries of this Agreement with respect to the items they license and may enforce this Agreement directly against End User; but, to be clear, Embedded Software Licensor do not assume any of Seeq’s obligations under this Agreement.  In addition, End User agrees to the Embedded Software-­‐related audit provisions in Section 5 (License Certifications and Audits) below.

Embedded Software may include or be accompanied by third party technology that may be appropriate or necessary for use with some Embedded Software.  Such technology may be specified in the Documentation or otherwise specified by Seeq, and is licensed to End User only for use with the Product with which it is provided under the specified third party license terms, and not this Agreement. Seeq may also provide additional or substitute terms for Embedded Software if required by the Embedded Software Licensor, and End User will comply with those terms.

3.3.  Use by End User’s Customers.  End User’s customers (“Customers”) may be Authorized Users.  End User will be responsible for Customers the same as any other Authorized User and must enter into valid, binding agreements with Customers consistent with this Agreement, including the additional conditions below.  A Customer’s permitted use of Products under this Agreement is called “Customer Use”.

In addition to all other terms in this Agreement, the following conditions apply to Customer Use:

(a) End User may not distribute or make available any Product on a standalone basis. Instead, End User may only make available the Product to Customers in order to support Customers’ use of content and features that are part of End User’s own existing offerings.  Examples would include End User using: Seeq Work Bench as a tool to provide customer-facing data and analysis results.

(b) End User may not resell or OEM the Product or otherwise charge customers for use of the Product without the written permission of Seeq. 

(d) In making available Products to Customers, End User may not violate any other term or condition in this Agreement, such as reverse engineering and anti-­circumvention restrictions.

(e) Seeq will not have any direct or indirect liability or obligation to any Customers, and Customers do not acquire any rights under this Agreement.

(f) Seeq understands that Product usage may be flexible and that End Users may identify new proposed uses for the Products. If End User has questions about whether a proposed use complies with these rules, please contact Seeq at legal@seeq.com.

3.4.  Conditions on Use of Products. End User will not, and will not allow any Authorized User or other third party to: (a) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) any Product to any third party (for use in its business operations or otherwise) or anyone else besides Authorized Users (including Customers) in accordance with this express terms of this Agreement, or permit anyone besides Authorized Users to use any data or information not owned by End User that is generated by the Products (and, in the event End User grants any security interest in any Products, the secured party has no right to use or transfer the Products); (b) use any Product to provide, or incorporate any Product into any product or service provided to, a third party, except as expressly permitted above for Customer Use; (c) reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to Products (including any data structure or similar materials produced by the Products), except to the extent expressly permitted by applicable law despite this prohibition (and then only upon advance notice to Seeq); (d) modify, adapt or create derivative works of a Product (excluding End User Modifications and End User Plug‐ins); (e) remove or obscure any proprietary or other notices of Seeq or any third party contained in any Product (including any information or data generated by the Products); (f) publicly disseminate information regarding the performance of Products; (g) use any Product for commercial solicitation purposes or spam; (h) use the Seeq name or any Seeq trademarks or logos except as permitted in this Agreement; or (i) commit any act or omission that could result in damage to Seeq’s or its suppliers’ or licensors’ reputations.  End User will not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any usage restrictions in this Agreement.

3.5.  Export Control. If a Product is acquired by End User in the United States, End User acknowledges that the Product is subject to U.S. export jurisdiction and agrees to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end‐user, end‐use, and destination restrictions issued by U.S. and other governments.  In any case, the import and export of any Product may be subject to control or restriction by applicable local law.  End User is solely responsible for determining the existence and application of any such law to any proposed import and export and for obtaining any needed authorization.  End User agrees not to export, directly or indirectly, any Product (or any direct product thereof) from any country in violation of applicable laws.

3.6.  Indemnification.  End User will indemnify, defend and hold harmless Seeq from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by End User (including any Authorized Users) of this Agreement, (b) any End User Data, (c) any End User Modifications, End User Plug‐ins or other modifications of or combinations with a Product, or any service or product offered by End User in connection with or related to a Product, (d) any Uncontrolled Systems, or (e) any representations or warranties made by End User (including any Authorized User) regarding a Product to third parties.  This indemnification obligation is subject to End User receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for End User to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that Seeq may participate in the claim at its own expense and End User may not settle any claim without Seeq’s prior written consent; and (iii) all reasonable necessary cooperation of Seeq at End User’s expense.

4.0   Fees and Payment

4.1.  General.  End User must pay all fees by their due date specified at the time of order or otherwise within 30 days of Seeq’s invoice or notice.  Renewal fees for subscriptions will be charged as described in Section 2.2 (Subscription and Renewals).  Late payments are subject to interest charges of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses.  End User will continue to be charged during any period of suspension.  In event of any termination, End User will pay the unpaid balance due calculated in accordance with this Section 4 and this Agreement.  Seeq may charge such unpaid fees and charges to End User's credit card or otherwise bill End User for such unpaid fees and charges.  End User acknowledges that it is not relying on the future availability of any Products (including any Embedded Software) in agreeing to or making its payments hereunder.

4.2.  Taxes.  Payments made by End User under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Seeq, End User must pay to Seeq the amount of such taxes or duties in addition to any fees owed under this Agreement.  Notwithstanding the foregoing, End User may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, End User will have the right to provide to Seeq with any such exemption information and Seeq will use reasonable efforts to provide such invoicing documents as may enable End User to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

5.0   License Certifications and Audits
Upon Seeq’s written request, End User will provide Seeq with a signed certification certifying that all Products are being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice of at least ten (10) days, Seeq (or its authorized agent) may audit the use of the Products by End User and its Authorized Users and any Customers, provided such audit is during regular business hours. End User will provide reasonable assistance and access to information in the course of any audit. End User is responsible for such audit costs only in the event the audit reveals that End User’s use of the Products is not in accordance with the permitted scope of use. In the event that any certification or audit reveals that End User has exceeded its permitted number of Authorized Users, Seeq may invoice End User for any past or ongoing excessive use and End User will pay the invoice in accordance with Section 4 (Fees and Payment).  This remedy is without prejudice to any other remedies available to Seeq at law or equity or under this Agreement.

6.0   Seeq’s Ownership Rights; Feedback
Seeq and its licensors reserve all rights not expressly granted to End User in this Agreement.  The Products (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties.  Seeq or its licensors own the title, copyright, and other intellectual property rights in the Products and all copies, modifications and derivative works of the Products and underlying software (including any incorporating Feedback) (“Seeq Technology”), and End User does not acquire any ownership rights in Seeq Technology.  All Products are licensed, not sold.

“Feedback” means any feedback, comments, suggestions or materials (including, to the extent disclosed to Seeq, any End User Modifications, but excluding End User Plug‐ins) that End User may provide to Seeq about or in connection with the Products, including any ideas, concepts, know‐how or techniques contained therein.  End User may provide Feedback in connection with Maintenance and otherwise. End User hereby grants Seeq a worldwide, royalty‐free, non‐exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Products.  End User agrees that Seeq may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise.  For clarity, no Feedback will be deemed End User’s Confidential Information, and nothing in this Agreement (including Section 7 (Confidentiality)) limits Seeq’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

7.0   Confidentiality
Except as otherwise set forth in Section 6 (Seeq’s Ownership Rights; Feedback) above, each party agrees that all code, inventions, know‐how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.  Any Seeq Technology, performance information relating to the Products, and the terms and conditions of this Agreement shall be deemed Confidential Information of Seeq without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).  The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

8.0   Termination
This Agreement will continue so long as End User has a license to the Software or an ongoing Subscription Term, unless earlier terminated.  

8.1.  Seeq may suspend or terminate this Agreement and End User’s account, with respect to one or more of the Products, if End User fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. Seeq may terminate any free account or evaluation usage at any time in its sole discretion.

8.2.  End User may terminate this Agreement at any time with notice to Seeq.

8.3.  Immediately upon termination of any license or subscription right granted under this Agreement, End User’s license to Software will cease, and End User must at its own cost:  (a) cease using (and require all Authorized Users, and anyone else to cease using) all the terminated Products; (b) remove all copies of Software from its computer systems and any Uncontrolled Systems; and (c) return to Seeq all Software or provide Seeq with written certification that it has destroyed all copies of the Software and other Seeq Confidential Information in its possession, custody or control. Upon termination of this Agreement for whatever reason, End User is entitled to a refund for any unused portion of subscriptions, maintenance, and support.

8.4.  All payment and other obligations accrued as of the date of any expiration or termination of this Agreement, and Sections 3.4 (Conditions on Use of Products), 3.5 (Export Control), 3.6 (Indemnification), 4 (Fees and Payment), 5 (License Certifications and Audit), 6 (Seeq’s Ownership Rights; Feedback), 7 (Confidentiality), 8 (Termination),  10 (Warranties;  Disclaimer  of Warranties), 11 (Limitation of Liability), 12 (Publicity Rights) 13 (Assignment), 14 (Governing Law and Arbitration) and 15 (General) will survive expiration or termination.

9.0   Seeq Infringement Indemnification
Subject to the remainder of this Section 9, Seeq will indemnify, defend and hold End User harmless against a claim to the extent based on an allegation that End User’s use of a Product (in the form provided by Seeq) in compliance with this Agreement infringes a United States or European Union patent or registered copyright (“Claim”), and will pay those damages and costs finally awarded against End User by a court of competent jurisdiction, or agreed to in writing by Seeq as settlement, as a result of such Claim, provided that Seeq is (i) promptly notified and furnished a copy of such Claim, (ii) given all relevant evidence in End User’s possession, custody or control, and (iii) given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement.  Seeq will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of a Product in combination with any non‐Seeq product, software or equipment; (ii) use of a Product in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Seeq was aware of or had been advised of such use; (iii) modifications to a Product by any person or entity other than Seeq (including any End User Modifications); or (iv) other circumstances or occurrences that are covered in End User’s indemnification obligations in Section 3.6.

If a Product becomes, or in the opinion of Seeq may become, the subject of a Claim, Seeq may, at its option and in its discretion: (i) procure for End User the right to use the Product free of any liability; (ii) replace or modify the Product to make it non-infringing; or (iii) terminate End User’s right to continue using such Product and refund, in the case of Software, any license fees related to this Software paid by End User (depreciated on a three‐year straight line basis) or, in the case of a subscription, any prepaid amounts for the service no longer being provided.

This Section 9 states the sole liability of Seeq and the exclusive remedy of End User for any infringement of intellectual property rights in connection with any Product or other items provided by Seeq under this Agreement.

10.0  Warranties; Disclaimers of Warranties

10.1.  General. The properly licensed software will perform substantially as described in any Seeq materials that accompany the software. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if End User is an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

10.2.  Disclaimer of warranties.  To the maximum extent permitted by applicable law, and except as expressly set forth herein, Seeq and its third party suppliers/licensors provide the products (including the software and any maintenance) as is and with all faults, and hereby disclaim all other representations, warranties and guarantees, whether express, implied or statutory, including implied warranties of merchantability, title, non‐infringement and fitness for any purpose. Without limiting the foregoing, Seeq and its third party suppliers/licensors make no representation, warranty or guaranty (1) as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any products or any content therein or generated therewith, (2) that (a) the use of any products will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the products will meet end user's requirements  or expectations, (c) any stored data will be accurate or reliable or that any stored data will not be lost or corrupted, (d) the quality of any products, services, information, or other material purchased or obtained by end user through the products will meet end user's requirements or expectations, (e) errors or defects will be corrected, or (f) the products are free of viruses or other harmful components. Without limiting the foregoing, to the maximum extent permitted by applicable law, Seeq and its third party suppliers/licensors make no representations or warranties whatsoever with respect to, and assume no liability for, any products provided on an evaluation basis.   In addition, Seeq and its third party licensor/suppliers shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Seeq.

End user may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the limited warranty period.

11.0  Limitation of Liability

11.1.  Maximum liability.  Except with respect to amounts payable to third parties pursuant to the parties’ indemnification obligations in section 3.6 and 9 or end user’s breach of any license or use restrictions relating to the products, notwithstanding any damages  either party  might  incur for  any  reason whatsoever, to the maximum extent permitted by applicable law, the entire liability of either party to this agreement under any provision of this agreement and the other party’s exclusive remedy hereunder shall be limited to the actual damages such party incurs, up to the amount actually paid by end user for (a) such software, depreciated on a three-­‐year straight line basis.  To the maximum extent permitted by law, embedded software licensors will not be liable to end user for any damages whatsoever, including direct damages or the types of damages disclaimed in section 11.2 below.

11.2.  Other disclaimers.   Notwithstanding anything else in this agreement, to the maximum extent permitted by applicable law, and except for end user’s breach of any license or use restrictions relating to products, in no event shall either party (or their respective third party suppliers/licensors) be liable for any special, incidental, punitive, indirect, or consequential damages (including lost profits or revenue) whatsoever arising out of or in any way related to this agreement. End user specifically understands and agrees that Seeq (on behalf of itself and its third party suppliers/licensors) disclaims all warranties and liability with respect to loss, loss of use or corruption of any end user data (or other data end user may provide) and the costs of procurement of any substitute goods.

11.3.  Failure of Essential Purpose. The parties agree that the limitations specified in this Section 11 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

11.4.  Force Majeure.  Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non‐payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.

12.0  Publicity Rights
Seeq may identify End User as a customer on www.seeq.com.  End User may request that Seeq cease identifying End User at any time by submitting an email to legal@seeq.com. Requests may take 5 business days to process.

Prior to use of End User in any promotional materials requires permission from the End User. 

13.0  Assignment
End User may not assign this Agreement without the prior written consent of Seeq (which consent will not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Agreement.  Seeq may assign its rights and obligations under this Agreement in whole or in part without consent of End User.  Any permitted assignee shall be bound by the terms and conditions of this Agreement.

14.0  Governing Law and Arbitration

14.1.  Applicable Law; Venue.   This Agreement, the rights and obligations of the parties and any claims or disputes relating thereto shall be governed by and construed in accordance with the laws of the State of Washington, USA.

14.2.  Arbitration.  The parties agree to attempt to resolve disputes without extended and costly litigation.  The following steps to dispute resolution are to be followed:  (1) verbally communicate dispute to other party; (2) communicate dispute to other party in writing; (3) respond in writing to any written dispute from other party within 15 days of receipt; (4) if satisfactory resolution does not occur within 45 days of initial written notification of the dispute, and if both parties do not mutually agree to a time extension, then Seeq and End User will hire a mutually agreed upon certified mediator, the cost of which will be shared by both parties; and, (4) if resolution is still not obtained within 30 days of a mediation session and if both parties do not agree to a time extension, then Seeq and the End User agree to enter into binding arbitration with a mutually agreed upon, certified, arbitrator, the cost of which will be shared by both parties.  The arbitration will be conducted in accordance with the commercial arbitration rules, regulations, and procedures of the American Arbitration Association then in effect.  The arbitration will be held and the award deemed made in Seattle, Washington.  The parties agree to be bound by the decision of the arbitrator and judgment upon the award rendered may be entered in any court having jurisdiction.  The language shall be English and the governing law shall be as specified in this part.

14.3.  Exclusion of UN Convention and UCITA.  The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement.  The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted

15.0  General
This Agreement is the entire agreement between End User and Seeq relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement.  If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended except as described on the first page of this Agreement or otherwise with the written agreement of Seeq (which may be withheld in its complete discretion without any requirement to provide reasons).  As used herein, “including” (and its variants) means “including without limitation” (and its variants).  If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement.  No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.

Should you haveany questionsconcerning this Agreement,or ifyou desireto contactSeeqfor any reason, please contactSeeq at legal@seeq.com.

Seeq_Click_EULA_v13.pdf