SOFTWARE LICENSE AGREEMENT
READ CAREFULLY: HATCH LICENSES THE SOFTWARE AND OTHER PROPRIETARY INFORMATION ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.
A. IF LICENSEE IS A COMPANY OR OTHER LEGAL ENTITY:
BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE, ACKNOWLEDGE THAT LICENSEE IS LEGALLY BOUND BY THIS AGREEMENT, AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND LICENSEE. YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE UNLESS YOU ARE AN EMPLOYEE OR OTHER AGENT OF LICENSEE WITH THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF LICENSEE.
B. IF LICENSEE IS AN INDIVIDUAL PERSON:
BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT.
C. IF LICENSEE IS UNWILLING TO ACCEPT THIS AGREEMENT, OR IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND LICENSEE, DO NOT DOWNLOAD, INSTALL, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE SOFTWARE.
D. HATCH, AGREEMENT, LICENSEE, SOFTWARE AND PROPRIETARY INFORMATION, AND OTHER CAPITALIZED TERMS USED IN THIS AGREEMENT, ARE DEFINED TERMS.
THIS SOFTWARE LICENSE AGREEMENT (the Agreement ) is made as of the date (the Effective Date ) these terms are accepted in terms of a confirmation of licensing transaction (the Licensing Details ), between Hatch Ltd. (hereinafter called "Hatch") and the party identified in the Licensing Details as the licensee (hereinafter called "Licensee"). Hatch and Licensee are collectively the Parties and each, a Party.
WHEREAS Hatch is the owner of the confidential software programs, modules, solutions, systems, and/or technologies that are identified in the Licensing Details, which, together with the associated software design, algorithms, equations, source codes and executable computer programs, comprise Hatch s proprietary Software";
AND WHEREAS Hatch agrees to grant Licensee a license to install, access and use the Software in relation to water and wastewater process modelling (the Intended Use ), subject to the terms and conditions set out herein;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual premises, covenants and agreements herein contained, the Parties agree as follows:
1. LICENSE AND LICENSE FEE
1.1 Licensing Details. Following receipt of an order from the Licensee, Hatch shall prepare the Licensing Details, based on the Licensee s order of the Software and other information provided by the Licensee, and send the Licensing Details to the Licensee using the email address provided by the Licensee. The Licensing Details are an integral part of this Agreement. The License Details shall include the receipt of any payment of License Fees and details of the software and license type purchased. Confirmation or receipt of payment shall be displayed at the time of purchase and/or in the Licensing Details.
1.2 Grant of License. Hatch hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to install, access and use the Software, and to use any other Proprietary Information (as that term is defined below) provided by Hatch to the Licensee during the term of this Agreement (the License ), subject to the following:
(i) Notwithstanding the Effective Date, the License itself shall come into force and effect upon
Hatch s receipt of the fee in full as stated in the Licensing Details ( License Fee ).
(ii) The Licensee s compliance at all times with the terms and conditions set out in this Agreement.
(iii) The License is limited to the Intended Use, and is subject to the other limitations and restrictions as set out in this agreement. No installation or use of the Software by the Licensee for a purpose or use other than the Intended Use, or outside the limitations and restrictions as set out in this agreement, is permitted without the prior written consent of Hatch.
(iv) The Software is the executable (run-time) version of the applicable computer program, together with related documentation and the media on which the Software is contained. In no circumstances shall the Licensee have any access to the source code of the Software, other than to the extent required for the Software to interface with other software and systems being used by the Licensee.
1.3 License Fee. The License Fee for the Software is due and payable in full in accordance with the payment requirements set out below. The License Fee is in US dollars, unless stated otherwise in the Licensing Details, and is exclusive of all taxes, tariffs and other governmental fees and duties, which are the exclusive responsibility of the Licensee. Payment of the License Fee shall be made by the Licensee as follows:
For Annual License (as that term is defined below)
The License Fee for the first year shall be due and payable on the Effective Date. Unless this Agreement has been terminated or is being allowed to expire in accordance with Section 5 of this Agreement, the License Fee (as it may be adjusted from time to time, in accordance with this Agreement) shall be due and payable on each anniversary of the Effective Date.
Hatch shall issue a receipt of Licensee on the Effective Date for the initial payment of the License Fee. Thereafter, Hatch shall issue renewal invoices to Licensee on an annual basis, prior to each anniversary of the Effective Date. Acceptable payment methods shall be set out in the invoices.
1.4 Fee Increases. For Annual License s, Hatch shall be entitled to increase the License Fee upon any renewal of this Agreement and the License in accordance with Section 5.3 of this Agreement; provided, however, that Hatch must provide written notice of the proposed increase in the License Fee to the Licensee at least sixty (60) calendar days before the next anniversary of the Effective Date, thereby giving the Licensee a period of thirty (30) calendar days to decide whether to (i) allow this Agreement to renew automatically for an additional one-year period or (ii) notify Hatch in writing that it does not wish for this Agreement to renew, meaning that this Agreement will expire one (1) calendar day before the next anniversary of the Effective Date.
2. USE OF SOFTWARE, LICENSE LIMITATIONS AND PROTECTION OF PROPRIETARY INFORMATION
2.1. Title. Hatch retains title to and ownership of, and all other rights with respect to, the Software and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Software expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the Software is licensed, not sold, and that rights to install, access and use the Software are acquired only under the License. The structure and organization of the programs, modules, solutions, and systems comprising or included in the Software, and any source code or similar materials relating to the Software, and any other information or materials identified by Hatch as confidential or proprietary, are valuable trade secrets of, and confidential and proprietary information of, Hatch and its suppliers, and may not be disclosed or otherwise provided by Licensee to third parties.
2.2. Copies. Licensee may make only such copies of the Software as are reasonably required for Licensee to (a) use the Software in connection with the Intended Use and (b) ensure the security of the Software. Licensee will not remove or conceal Hatch copyright or other proprietary notices existing on the Software when delivered to Licensee; provided, however, that Hatch reserves the right to demand the removal of any copyright, trademark or other proprietary notice from any Software that has been modified, enhanced, or converted by Licensee without the consent of Hatch.
2.3. Proprietary Information. Except as provided herein, Licensee will keep in confidence and protect the Software and all related documentation, media, manuals, and other technical information respecting the Software (together referred to as the "Proprietary Information") from disclosure to third parties and restrict the use of the Software as provided in this Agreement. For clarity, neither the Software nor any other Proprietary Information will be disclosed by the Licensee to any third parties without the express prior written permission of Hatch.
2.4. Disclosure. Licensee may disclose the Proprietary Information and any information derived from the Proprietary Information to its employees that need to know the Proprietary Information in connection with the installation and use of the Software for the Intended Use. Licensee acknowledges that disclosure of Proprietary Information in contravention of this License may cause substantial economic loss to Hatch and is subject to immediate revocation of the License by Hatch. Licensee may not copy any printed materials in the possession, custody or control of Licensee containing Proprietary Information, in whole or in part, except when essential for correcting, generating, or modifying Proprietary Information for Licensee's authorized use. Each copy, including its storage media, will be marked by Licensee with all notes, trademarks, service marks or copyright matters that appear on the original.
2.5. Prohibitions. Licensee may not:
(a) modify the Software or merge any part of it with another software program;
(b) attempt to determine the source code for the Software;
(c) modify, reprogram, translate, disassemble, decompile or otherwise reverse engineer the Software (except to the extent applicable laws specifically prohibit such restriction); or
(d) except as expressly provided herein, use, disclose, sublicense, lease, rent or transfer the Software (in whole or in part) to any third party, or provide the benefit of its use to any third party via a service bureau or time sharing or in any other manner.
2.6. Modifications. Any modifications made to, or translations of, the Software (whether permitted by law or made in contravention of this Section 2) shall be the exclusive property of Hatch.
2.7. Duty to Inform. Licensee will inform its employees and any other parties provided with the Software of Licensee s obligations under this Section 2 and shall be liable for any failure by any such person to comply with such obligations.
2.8. Notification. Licensee will immediately notify Hatch if Licensee becomes aware of any unauthorized use of the whole or any part of the Proprietary Information by any person caused by the breach of Licensee s obligations under this Agreement.
2.9. Injunction. Each of Licensee and Hatch acknowledge and agree that, in the event of a breach or threatened breach of the provisions of this Section 2 by Licensee, Hatch s remedies at law may be inadequate and accordingly Hatch shall be entitled to seek an injunction to enforce such provisions (without any bond or other security being required), but nothing herein shall be construed to preclude Hatch from pursuing any remedy at law or in equity for any breach or threatened breach.
2.10. Confidentiality. Confidential Information is non-public information that is designated confidential or that a reasonable person should understand is confidential. Any confidential information provided by Hatch to the Licensee in connection with this Agreement is provided solely for the Licensee s use and for the specific purpose for which the license was granted. Neither Party will disclose Confidential Information to third parties. The Parties further acknowledge and agree that the terms and conditions of any extant confidentiality agreement signed between the Parties shall apply to and shall govern all confidentiality matters related to this Agreement, the Software, and any Proprietary Information that may be disclosed under this Agreement. In the event of any conflict or inconsistency between said confidentiality agreement and this Agreement, the document containing the more stringent provision shall take precedence for the limited purpose of resolving such conflict or inconsistency.
3. LIMITED WARRANTY AND DISCLAIMERS
3.1. Limited Warranty. Hatch warrants that, as of the date on which the Software is delivered to Licensee and for ninety (90) days thereafter (or if the term of this License is shorter, such shorter period) ( Warranty Period ), the Software is provided as is and will provide the general features and functions described in the documentation forming part of the Proprietary Information, but Hatch does not warrant that the Software shall be completely error or bug free. Hatch's entire liability and Licensee s exclusive remedy during the Warranty Period ( Limited Warranty ) will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at Hatch's option, (i) for Hatch to attempt to correct or work around errors, if any, or (ii) to refund the License Fee, if any, paid by Licensee, and terminate this Agreement and the License. THE LIMITED WARRANTY SET FORTH IN THIS SECTION 3.1 GIVES LICENSEE SPECIFIC LEGAL RIGHTS.
3.2. Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 3.1 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HATCH MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE) WITH RESPECT TO ANY SOFTWARE. WITHOUT LIMITING THE FOREGOING, HATCH DOES NOT WARRANT: (A) THAT THE OPERATION OR OUTPUT OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, RELIABLE OR COMPLETE; (B) THAT ERRORS WILL BE CORRECTED BY HATCH; OR (C) THAT HATCH WILL RESOLVE ANY PARTICULAR SUPPORT REQUEST OR THAT SUCH RESOLUTION WILL MEET LICENSEE S REQUIREMENTS OR EXPECTATIONS.
4. LIMITATIONS OF LIABILITY
4.1. Limitation on Type and Amount of Liability. IN NO EVENT WILL HATCH HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) HEREUNDER TO THE LICENSEE OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; CONSEQUENTIAL LOSS SHALL INCLUDE, BUT NOT BE LIMITED TO LOSS OF PROFITS, USE, REVENUE OR DATA; OR BUSINESS INTERRUPTION; OR OPPORTUNITY AND PRODUCTION, ECONOMIC LOSS, LOSS OF GOOD WILL OR REPUTATION OR DELAY. IN ADDITION, THE AGGREGATE LIABILITY OF HATCH HEREUNDER ARISING OUT OF OR RELATING TO THE SOFTWARE OR ANY OTHER PROPRIETARY INFORMATION WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE. FOR ANNUAL LICENSE S, HATCH S MAXIMUM LIABILITY FOR ANY INCIDENT GIVING RISE TO A CLAIM WILL NOT EXCEED THE AMOUNT THE LICENSEE PAID FOR THE SOFTWARE OR ANY OTHER PROPRIETARY INFORMATION DURING THE 12 MONTHS BEFORE THE INCIDENT.
4.2. Application of and Basis for Limitations. THE LIMITATIONS OF LIABILITY IN THIS SECTION 4 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF HATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS ON LIABILITY EXPRESSED IN THIS AGREEMENT WILL APPLY IN THE CASE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OF HATCH, AND WILL EXTEND TO THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONSULTANTS AND AFFILIATES OF HATCH.
4.3 Functionality Limitations. The Software is a commercial professional tool intended to be used by trained professionals only. Particularly in the case of commercial professional use, the Software is not a substitute for Licensee s professional judgment or independent testing. The Software is intended only to assist Licensee with its design, analysis, simulation, estimation, testing and/or other activities and is not a substitute for Licensee s own independent design, analysis, simulation, estimation, testing and/or other activities, including those with respect to product stress, safety and utility. Hatch will not be liable in any manner whatsoever for the results obtained through use of the Software. Persons using the Software are responsible for the supervision, management and control of the Software and the results of using the Software.
5. TERM AND TERMINATION
5.1. Term. Subject to Section 1.2(i) above and the termination rights set out in this Section 5, the License is granted for a period of one (1) year from the Effective Date (each, an Annual License ), subject to Section 5.3 below.
5.2. License Type. The Licensing Details indicate whether the License being granted hereunder is an Annual License. Further, the Licensing Details indicate whether the License is a Single-User License or Site License, as these terms are defined below.
Single-User License : The Software can be installed and used on only one (1) machine by a single user. Licensee must be the owner or lessee of any machine on which the Software is installed and used. Licensee can transfer the Software from one machine to another at any time, and from time to time, during the term of the License.
Named Single-User License : The Software license is assigned to a named user who can access the software through web-based authentication process on different machines.Licensee must be the owner or lessee of any machine on which the Software is installed and used. The named user is the only authorized user of license and is not allowed to share the license authentication details with any other person within or outside of their organization.
Site License : The Software can be installed on any server owned or leased by Licensee. The Software can be used simultaneously by the allocated number of single users , using a local area network in one office location only. Licensee must be the owner or lessee of any machines on which the Software is used. A Site License does not permit Licensee to use the Software in multiple office locations, using a wide area network ( WAN ) or global area network ( GAN ). If Licensee wishes to use the Software in multiple locations using a WAN or GAN, Licensee must contact Hatch to obtain special pricing and enter into a separate written agreement with Hatch that provides for such use.
Authorized Users : Licensee may permit the Software to be installed, used or accessed only by Licensee s identified personnel, and any such installation, use or access will be subject to the requirements of this Agreement and the applicable License Type.
Perpetual License: If a perpetual license is granted, the terms and conditions for the license will be same as the annual license specified here as long as client maintains and renews its annual technical support contract for perpetual license. In the absence of an active technical support contract the perpetual license will not be supported anymore by Hatch as described in Section 6. Also, perpetual licenses without technical support agreement will not be replaced in case of loss of license as described in Section 7.7 license replacement policy for annual license.
5.3. Renewal of Annual License. If the License is an Annual License, this Agreement and the License shall automatically renew on each anniversary of the Effective Date for successive additional one-year periods, unless either Party notifies the other Party in writing at least thirty (30) calendar days before the next anniversary of the Effective Date that it does not wish for this Agreement to renew for an additional one-year period, in which case this Agreement and the License shall expire one (1) calendar day before the next anniversary of the Effective Date. If the Licensee fails to give timely notice of its wish to allow this Agreement to expire, this Agreement and the License shall renew as described above.
5.4. Termination for Breach. Either Party may terminate this Agreement and the License if the other Party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach; provided, however, that if Licensee is in breach of Section 1 or Section 2 above, Hatch may terminate this Agreement and the License immediately upon written notice of the breach.
5.5. Effect of Termination of Agreement or License. Upon expiration or earlier termination of this Agreement, the License will terminate, and Licensee must immediately cease all use of the Software and uninstall all copies of the Software.
5.6 Suspension. Hatch may suspend use of or access to the Software without terminating this Agreement during the period of any breach by the Licensee. Suspension will only be to the extent reasonably necessary.
5.7 Archival Copy. Licensee s license includes the right to make a single archival copy of the software, provided that (a) the single-copy limitation will not apply to copies made as an incidental part of a routine backup of Licensee s entire computer system on which the software is installed in accordance with this Agreement, and (b) any archival copy may be access or installed (other than on a backup storage medium from which the software cannot be accessed) only when and for so long as the primary copy of the software is inaccessible and inoperable.
6. SUPPORT
6.1. Annual License. Hatch shall during the initial term and any renewal term of this Agreement provide the Licensee with Software updates as they become available and perform certain technical support and maintenance services in respect of the Software, all as described in Section 6.2 below (collectively, Support ). Support is included in the price of an Annual License.
6.2. Support Description. HATCH will provide Support during the term of this Agreement to any Licensee that is expressly entitled to Support under this Section 6. If the Licensee is not entitled to Support under this Section 6, Hatch shall be under no obligation to provide Support, but may in its sole discretion agree to provide Support for a fee. Support shall consist of the following:
Questions
If the Licensee has technical questions regarding the use of the Software, the Licensee may submit those questions to HATCH SUPPORT, using one of the following methods:
1. Email, using the address provided in the Licensing Details.
2. Telephone, using the address provided in the Licensing Details.
HATCH SUPPORT can answer questions on a range of topics, including but not limited to:
1. How to set up input controls and output graphs, generating simulation reports, importing data, etc.
2. Content of wastewater models
3. Techniques to work around any minor, non-critical errors (bugs) in the Software.
In responding to technical questions, HATCH SUPPORT may refer the Licensee to appropriate locations in the technical reference or user manuals for more detailed explanations.
As part of Support, HATCH SUPPORT shall provide answers to technical questions without charge to Licensee, up to a maximum of THREE (3) hours per calendar year for each program that is part of the Software covered by the License.
Other Support
In addition to answering questions as described above, HATCH SUPPORT shall, as part of Support:
1. Verify and attempt to correct any major software error found within the Software within THIRTY (30) working days after the date of notification (bugs).
2. Deliver in a timely manner the latest released version of the Software, including media and keycodes. Delivery will be made electronically via electronic mail, unless otherwise requested by the Licensee in writing. The Licensee will pay for any shipping, taxes or duties if media is sent via courier.
3. Notify the Licensee of any minor bug patches or program add-ons that become available in relation to the Software. Delivery of patches will be made by electronic mail unless otherwise requested by the Licensee in writing. The Licensee will pay for any shipping, taxes, tariffs or other governmental fees or duties if media is sent via courier.
Support under this Agreement shall only be provided by telephone, electronic mail or web conferencing. HATCH SUPPORT shall only provide on-site Support to the Licensee site under a separate written agreement between Licensee and Hatch.
For any Support request, HATCH SUPPORT shall make reasonable efforts to respond to the initial communication from the Licensee within TWENTY-FOUR (24) hours, during normal working days of Monday to Friday (excluding holidays) within the hours of 9:00 AM to 5:00 PM Eastern Standard Time. Hatch make no guarantee, however, in relation to response time.
7. GENERAL PROVISIONS
7.1. Notices. Notices in connection with this Agreement by either Party shall be in writing and shall be sent using the email address for the other Party set out in the Licensing Details.
7.2. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, excluding conflict of laws principles. In addition, each Party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the Parties will be subject to the exclusive jurisdiction of) the courts of the Province of Ontario. Nothing in the foregoing will prevent Hatch from bringing an action for infringement of intellectual property rights in any jurisdiction where such infringement is alleged to occur.
7.3. No Assignment. Licensee may not assign or transfer this Agreement, the License or any other rights hereunder (whether by change of control, operation of law or otherwise), or sublicense the License to any third party, without Hatch's prior written consent, which may be withheld in Hatch's sole and absolute discretion, and any unauthorized purported assignment by Licensee will be void.
7.4. Severability. If and to the extent any provision of this Agreement is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the Parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.
7.5. No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the Party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
7.6. Audits. Licensee agrees that Hatch has the right to require and perform an audit (electronic or otherwise) of Licensee s installation, access and use of the Software. As part of any such audit, Hatch or its authorized representative will have the right, on thirty (30) days prior notice to Licensee, to inspect Licensee s records, systems and facilities, including machine IDs, serial numbers and related information, to verify Licensee s installation of, access to and use of the Software. Additionally, within thirty (30) days of the audit request, Licensee will provide to Hatch all records and information reasonably requested by Hatch in order to verify Licensee s installation, access and use of the Software. Licensee will provide reasonable cooperation to enable any such audit. If Hatch determines that Licensee s installation of, access to or use of the Software is not in conformity with this Agreement, Licensee will obtain immediately and pay for valid license(s) to bring Licensee s installation, access and use into compliance, and pay the reasonable costs of the audit incurred by Hatch.
7.7. License Replacement Policy. It is the responsibility of the Licensee to keep the License (including any keycode, file or other information that is required for the operation of the Software) safe, and follow the instructions provided by Hatch for transfer of the License, to avoid misplacing or losing the License. In case the License (or any keycode, file or other information that is required for the operation of the Software) is lost or becomes inaccessible ( Loss of License ), Sections 7.7 through 7.11 shall apply.
7.8. Loss of License. Licensee shall be responsible for providing all the information related to the Loss of License that is requested by Hatch. Based on the provided information, Hatch will determine in its sole discretion whether to issue to Licensee a replacement License for the relevant Software.
7.9. Replacement of License. The following charges shall apply for replacement of any License:
7.9.1. LICENSEES WITH CURRENT MAINTENANCE CONTRACT
7.9.1.1. Annual License - There is a charge for replacement of a lost License keycode for Licensees, equal to 10% of the License Fee for the current year, meaning the License Fee most recently paid or payable.
7.9.2. LICENSEES WITH NO MAINTENANCE CONTRACT
7.9.2.1. If any Licensee experiences Loss of License, but at the relevant time such Licensee is not entitled to receive Support, such Licensee may contact their local Hatch reseller or Hatch directly to obtain a quotation for replacement of the lost License keycode.
7.10. No Obligation. Notwithstanding anything to the contrary in this Agreement, Hatch shall have no responsibility or obligation hereunder to replace a lost License keycode or provide other assistance to Licensee in connection with any Loss of License. Therefore, Licensee assumes the full risk of Loss of License.
7.11. Notification by Licensee. In the event of any Loss of License, Licensee shall contact Hatch without undue delay to notify Hatch of such Loss of License, so that Hatch can update its records.
7.12. Export Regulations. Licensee warrants that it will comply in all respect with the export and re-export restrictions set forth in any export license for the Software and the other Proprietary Information and all other applicable export regulations or restrictions. Licensee agrees to indemnify and hold Hatch harmless from and against any losses, damages, liabilities, or expenses incurred by Hatch as a result of Licensee's failure to comply with any export regulations or restrictions.
7.13 No third-party beneficiaries. This agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
7.14. Entire Agreement. This Agreement (including the Licensing Details) constitutes the entire agreement between the Parties with respect to the subject matter hereof. The Parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. Terms stipulated by Licensee in any communication by Licensee or document prepared by or on behalf of Licensee that purport to modify this Agreement or govern the License will be void and of no effect unless agreed in a writing signed by an authorized representative of each Party. Any other modifications to this Agreement will also be invalid unless agreed to in a writing signed by an authorized representative of each Party.