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The following terms and conditions dictate the contractual relationship between Mazen Corp. (hereafter referred to as "Mazen"), and Mazen’s clients (hereafter referred to as "Licensee"). Mazen enables Licensee to use the Software "MAZEN" to optimize the customer’s website to achieve better placement in search engine results due to search engines finding their websites more easily.

 

  1. BACKGROUND AND PURPOSE. Mazen has developed and is the owner of certain proprietary online, hosted, web-based computer software applications and platform solutions Mazen agrees to license to Licensee the rights to access and use such Software, on a Subscription basis, as made accessible to Licensee via an Internet connection to the Hosting Environment using an encrypted Internet communication protocol, such service commonly referred to as “Software as a Service” or “SaaS.”  Mazen agreement to make the Software accessible to Licensee is contingent on Licensee’s acceptance of the terms and conditions of this Agreement.  Mazen further agrees to provide to Licensee the Services and Technical Support, each as defined herein, and Licensee agrees to purchase same from Mazen, along with the aforementioned Subscription licenses rights to the Software, all pursuant to the terms and conditions of this Agreement.

 

  1. As used in this Agreement, and in addition to any other terms defined herein, the following defined terms will have the following meanings:
    • “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified person.  “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
    • “Agreement” means this cover document containing these terms and conditions, and such other mutually agreed upon documents which, by their terms, are incorporated into and made a part hereof.
    • “Confidential Information” means (a) information of a party in all forms which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, as well as (b) other information that is provided to or obtained by one party and that is valuable to the other party and not generally known by the public. The Software, Updates, Modifications and Documentation and the ideas, concepts, know-how, techniques, inventions, discoveries and improvements reflected therein, constitute and comprise trade secrets of Mazen.
    • “Documentation” means the online “Help” features of the Software and downloadable documentation made available from Mazen describing the functionality or operation of the Software, i.e., user manuals.
    • “Hosting Environment” means the online web-based computing environment from which the Software is made accessible on a Subscription basis.
    • “Licensee Data” means any data entered into, processed by or outputted from the Software as a result of operation of the Software by Licensee or its Concurrent Users, excluding any component of the Software itself, whether a Modification, Configuration or otherwise.
    • “Software” means the computer software program(s) described in this Agreement.
    • “Subscription” means the subscription ordered by Licensee for access to and use of the Software for a finite term.
    • “Technical Support” means the provision of technical support services related to the Software and Hosting Environment and such other services described in Article 10.
    • “Updates” means updates, corrections, modifications and/or functional enhancements to the Software, including new versions of the Software.

 

 

3.     SERVICES.
3.1 Description of Services.

Part of this agreement is towards the contractually limited access of the Software.

The Software is available in different versions with different features offered. The respective features can be seen on the website.

Mazen provides Licensee with the Software as a software as a service (SaaS), i.e. remote access.

In order to use the Software, you are required to have an existing internet connection. You are also required to use the latest version of a supported web browser i.e. Mozilla Firefox, Google Chrome, or Microsoft Internet Explorer. The functionality of the software in other browsers or older versions can not be guaranteed by Mazen.
The Software provides instructions that allow the Licensee to carry out search engine optimization measures on their website (“on page” optimization). Mazen is not responsible for the implementation of these measures by Licensee.

Mazen agrees to provide Licensee with SEO Services as described in this Agreement. Mazen is authorized to use the specific keywords and/or phases provided by licensee for development, improving the ranking of, and/or positioning the contents of licensee’s URL(s) in search engines and/or directories. SEO Services are intended to provide licensee with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO Services include (but are not limited to) :

  1. Research keywords and phrases to select appropriate, relevant search terms.
  2. Submit Licensee's pages to search engines and directories as set forth in this Agreement.
  3. Modify the title tags, meta tags, content, HTML code, URLs and other on-page factors.
  4. Create positioning reports showing rankings in the major search engines and under which keywords.

Mazen proposes different plans to Licensee according to its needs. The list of services, as well as the price vary according to the plan chosen by the Licensee.

The detailed list of services and pricing offered by Mazen to the Licensee are mentioned on its website.

 

  • Access to licensee website

For the purposes of receiving professional SEO services, Licensee agrees to provide the following:

  • Administrative/backend access to its website’s CMS for analysis of content and structure.
  • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., licensee’s web designer, if necessary.
  • If licensee’s website is lacking in textual content, licensee will provide additional text content in electronic format for the purpose of creating additional or richer web pages.

Further, licensee expressly authorizes Mazen to install automatic plugin(s) on its website’s CMS, and to access to said CMS to make modifications, solely decided by Licensee via Mazen Software.

 

 

    • License Grant. Mazen hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive and nontransferable license to access and use a single production instance of the Software and Documentation solely for its intended purpose as described in the Documentation and as permitted by this Agreement, in each case for the duration of the Subscription License Term.  No other use of the Software or Documentation is permitted.
    • User IDs and Logins. Any given user login and other ID may not be shared or used by more than one individual during any given period of time.  However, Licensee may reallocate or reassign user logins or IDs from time to time, as reasonably necessary to accommodate changes in personnel and duties.  Licensee is responsible and liable for all access to and use of the Software through any user login or other ID assigned to Licensee or otherwise used to access the Software made accessible to Licensee.  Licensee shall notify Mazen immediately of any unauthorized use of any user login or other ID assigned to Licensee, or any other actual or suspected breach of security related to the Software of which Licensee becomes aware.
      • All Subscription licenses granted are for use of the Software solely as made accessible through the Hosting Environment.  Except as expressly permitted in this Agreement or any subsequent written agreement, Licensee shall not (a) reverse assemble, reverse engineer, decompile, or otherwise translate, use, copy, modify, prepare derivative works from, transmit or distribute by any means any portion of the Software or Documentation; (b) rent, lease, sublicense or transfer the Software or Documentation or the use thereof to any third party; (c) charge, or allow others to charge, any third party for use of the Software or (d) use the Software in the operation of a service bureau or time-sharing arrangement, or otherwise allow direct or indirect use of the Software (including via the Internet) to generate revenue for Licensee, nor attempt to do any of the foregoing.  Licensee shall indemnify, hold harmless and defend Mazen from and against any claims, demands or lawsuits, including any damages resulting therefrom and attorneys’ fees, arising from Licensee’s use or operation of Software.
        Modifications to Software, expressly and exhaustively granted by MAZEN, can be – but aren’t limited to – specific feature creations. In that case, Licensee shall create plugins, documentations, and translate certain portions of the Software.
      • Plugins created by Licensee. In accordance with 4.4.1, Licensee shall create new plugins via Mazen Software, and upload and commercialize said plugins to the “app-store” of the Software. The turnover achieved by said commercialization is distributed between Mazen and Licensee. Conditions of creation and commercialization of plugins created by Licensee are detailed in the authorization granted by Mazen.
      • Prohibited Activities. Licensee shall not defeat or attempt to defeat any security mechanism of the Software or Hosting Environment or knowingly permit any third party to do so.  Licensee shall not use the Software to store, send, or provide access to obscene or otherwise illegal materials or to store, send, or provide access to materials that would infringe upon any intellectual property rights or violate any privacy rights of any third party, nor use the Software in any other manner that does not comply with applicable laws and regulations.
      • Suspension of Access. Mazen may immediately suspend or disable Licensee’s access to and use of the Software if, as a result of Licensee’s use of the Software or breach of this Agreement, Mazen reasonably believes: (a) it is likely to be subject or exposed to criminal or civil sanctions, prosecution or suit; (b) such use or breach is likely to cause harm to Mazen or Mazen other customers or their respective employees or interfere with the integrity, operations or security of the Software or Mazen’s network or systems or those with which Mazen is interconnected, or interfere with another customer’s use of any of the foregoing.  Mazen may also suspend or disable Licensee’s access to and use of the Software if required in order to comply with a court order or government notice.  In the exercise by Mazen of its right to act immediately under this paragraph, Mazen shall provide as much advance notice as is reasonably practicable under the circumstances. If advance notice is not reasonably practicable, Mazen shall provide subsequent notice promptly thereafter.  Licensee shall promptly cooperate with Mazen in attempting to resolve the issue giving rise to any suspension or disablement of Licensee’s access to and use of the Software.  The foregoing shall be in addition to the termination rights of either party hereunder.
    • Included Third Party Software. Certain features of the Software may be implemented by included third party software.  Mazen is required to publish the disclaimers and notices applicable to such third party software, which are viewable in the Software’s “About” screen, and Licensee agrees to same.

 

 

  1. O
    • Mazen Materials. The Software, including all computer software in source code, object code or other form, databases, indexing, search, and retrieval methods and routines, hypertext markup language code, active server pages, intranet pages, and similar materials, and all intellectual property and other rights, title, and interest therein, including copyrights, trade secrets, rights in patents, compilations, inventions, modifications, Modifications, Updates, extensions, enhancements, configurations, derivative works, discoveries, improvements, processes, methods, designs and know-how, whether or not copyrightable or patentable, pertaining to any of the foregoing (all of which shall be deemed part of the Software), whether conceived by Mazen alone or in conjunction with others, constitute Mazen trade secrets and Confidential Information and the valuable intellectual property and proprietary material of Mazen and/or its licensors and are protected by applicable intellectual property laws of the United States and other countries.  Except for the rights expressly granted to Licensee in this Agreement, all rights in the Software and all of the foregoing elements thereof, including any deliverables and Work Product resulting from Services to the extent consisting of or containing any element of the Software, including any configuration or modification thereof, and all intellectual property and proprietary rights thereto, are and shall remain solely owned by Mazen and its respective licensors and are hereby assigned to Mazen.  Mazen retains the right to use and provide Software and Services which may be similar to those provided to Licensee hereunder, and to use for itself or others any knowledge, skills, experience, ideas, concepts, know-how and techniques used or gained in the provision thereof, provided that, in all cases, no Confidential Information attributable to Licensee is disclosed thereby.  Mazen reserves all rights not expressly granted to Licensee in this Agreement.
    • Licensee Data. As between the parties, Licensee owns and shall retain all right, title, and interest in and to the Licensee Data.  Licensee grants to Mazen a non-exclusive and non-transferable (subject to Section 16.1 (Assignment)) right and license to copy, store, process, transmit and otherwise use the Licensee Data during the Term solely as necessary and appropriate for Mazen to fulfill its obligations under this Agreement.
      The use and protection of Licensee’s personal data are detailed in Mazen’s “Privacy Policy”, annexed to the present Agreement.

 

  1. TECHNICAL SUPPORT. Mazen Technical Support is included at no additional charge with each License Subscription for the duration of each such Subscription. Additional provisions applicable to Technical Support depending on each License Subscription.

 

  1. PRICE AND PAYMENT. Licensee shall pay Mazen the Subscription license on a monthly basis, by direct debit. The amounts due by the licensee for the use of the software, depending on the chosen plan, are detailed in the Software “My Account” page. Mazen offers a technical support to Licensee by email or phone. (see article 6).

 

 

  1. Mazen shall have the right to access Licensee’s instance(s) of the Software and Licensee Data during the normal course of this Agreement as necessary to perform administrative, Support and other activities, which Licensee acknowledges is essential in order for Mazen to meet its obligations hereunder.  In addition, during the term of this Agreement and for one (1) year thereafter, Mazen (itself or in conjunction with independent auditors retained by it and subject to obligations of confidentiality) shall have the right to examine Licensee’s instance of the Software, Licensee Data and other records and information relating to Licensee’s use of the Software, in order to confirm Licensee’s compliance with the terms of this Agreement.  Mazen shall not in the conduct of its examination unreasonably interfere with Licensee’s business operations.  If this examination reveals that Licensee has used the Software in violation of this Agreement, such conduct shall be considered a material breach of this Agreement, which Licensee shall immediately cure (if capable of cure), and Mazen may terminate this Agreement in accordance with Section 9.4 and/or invoice Licensee for such unauthorized use (including applicable Software license, Hosting Services and Maintenance and Technical Support fees) based upon Mazen’s standard fees in effect at the time the examination is completed.  If the amount of unpaid fees exceeds five percent (5%) of the amount actually owed, Licensee shall also pay Mazen’s reasonable costs of conducting the examination.

 

  1. TERM AND TERMINATION.
    • The term of this Agreement (the “Term”) shall commence on Licensee’s subscription to the Software and shall continue in force and effect for a period of one month, renewable in accordance with Section 9.2 or until terminated in accordance with Section 9.3, Section 9.4 and Section 9.5.
    • Automatic Renewal. UNLESS AND UNTIL TERMINATED BY EITHER PARTY PURSUANT TO SECTION 9.4, THE SUBSCRIPTION LICENSE TERM SHALL AUTOMATICALLY RENEW AND BE EXTENDED UPON ITS EXPIRATION (REGARDLESS OF WHETHER PREVIOUSLY RENEWED OR EXTENDED), FOR PERIODS OF ONE MONTH, UNTIL TERMINATED IN ACCORDANCE WITH SECTION 9.3, SECTION 9.4 AND SECTION 9.5.
    • Free Trial Period Licensee is being provided access to the Software for evaluation purposes. The Free Trial Period period shall be fourteen (14) days. The Free Trial Period shall commence on the date that Licensee subscribe to the Software.

At the end of said Free Trial Period, Licensee can choose to continue using the Software by providing its Bank details.

If no payment is made by Licensee during a period of (2) months following the expiration of Free Trial Period, the Agreement is considered terminated.

  • This Agreement and the right to use the Software, may be terminated as follows:  (a) by Licensee at any time during the execution of the Agreement in accordance with 9.5.; (b) by Mazen immediately, at its sole option, with or without cause, upon written notice to Licensee; for informative purposes only, .such termination may be made (i) in the event of a material breach by Licensee of the confidentiality, license or other terms protecting the Software or Documentation or a violation or misappropriation by Licensee of Mazen’s intellectual property or rights therein or in the event of an incurable breach of the type described in Section 4.4.3 (Suspension of Access); (ii) by Mazen upon fifteen (15) days with prior written notice to Licensee in the event of a material breach by Licensee of any terms and conditions of this Agreement, and the failure to cure such material breach during such fifteen (15) day period; or (iii) by either party immediately upon written notice to the other party in the event the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium.
  • Unsubscription by Licensee. In accordance with Section 9.4 (a), Licensee may terminate the Agreement at any time, by unsubscribing on the “Unsubscription” page of the Software.
    The Software shall be available for Licensee until the end of the month upon which the unsubscription occurred.
  • Effects of Termination. Upon termination of this Agreement, all rights and Licenses granted hereunder to Licensee shall terminate immediately.  Immediately upon such termination, Licensee shall (a) cease all use of the Software and Documentation; (b) return to Mazen all copies of the Software and Documentation (if any) and any other Confidential Information of Mazen; and (c) delete all copies of the Software and Documentation (if any) contained on any computer and storage media under Licensee’s control.  Termination of this Agreement shall not relieve Licensee of any unmet payment obligations.  Upon termination of this Agreement, all rights and licenses of any Licensee Affiliates and Permitted Affiliates related to the Software and Documentation shall immediately terminate and the requirements of this paragraph shall apply to such Affiliates and Permitted Affiliates.
  • Upon termination of this Agreement, the following Sections shall continue and survive in full force and effect:  Sections 2, 5, 7, 8, 9.5, 9.6, 13, 15 and 16.

 

  1. MAINTENANCE - TECHNICAL SUPPORT.

Mazen shall make its best efforts for the corrective and  evolutionary maintenance of the Software.

10.1. Corrective maintenance

A support service to deal with anomalies is available by email or form available on the Mazen platform.

Anomaly reports must be made by email or form to Mazen without delay. Mazen conducts the diagnosis of the anomaly and then implements its correction.

Three levels of anomalies are defined in this Agreement :

- Blocking anomaly: means any anomaly on the Software preventing any use by Licensee.

- Partially-blocking anomaly: means any abnormality partially preventing the use of the Software. In this event, Licensee may continue to use it under the conditions provided for in this Agreement.

- Minor anomaly: means any anomaly that does not prevent the use of the Software.

In case of blocking anomaly, the reporting is taken into account within 48 (forty eight) working hours. Mazen endeavors to correct the blocking anomaly as soon as possible.

In the case of a partially blocking anomaly, the reporting shall be taken into account within 5 (five) working days. Mazen endeavors to correct the anomaly so that it can allow the use of the functionalities involved within 5 working days.

In the event of a minor anomaly, the report is taken into account as soon as possible and proposes the correction of the minor anomaly in a new version of the Software which will be delivered as part of the evolutionary maintenance.

 

Mazen is not responsible for maintenance in the following cases:

- refusal of License to collaborate with Mazen in the resolution of anomalies and in particular to answer questions and requests for information;

- use of the Software in a way that does not conform to their destination or their documentation;

- unauthorized modification of the Software by Licensee or a third party;

- Licensee's failure to fulfill its obligations under the Agreement;

- Implementation of any software packages, operating system or software not compatible with the Mazen Platform;

- use of incompatible consumables;

- failure of electronic communication networks;

- voluntary act of degradation, malice, sabotage;

- deterioration due to force majeure or misuse of the Software.

 

For the malfunctions of the Software defined above, Mazen will carry out the necessary maintenance only if this is possible and on the basis of its rates of intervention outside the Agreement, proposed to Licensee by estimate at each occurrence noted.

 

10.2 Evolutionary maintenance

Licensee benefits from the updates and functional evolutions of the Software.

Mazen undertakes to transmit the updated documentation of the new versions of the Software.

Corrections and evolutions of the Software are expressly subject to the Contract.

 

10.3 Maintenance and unavailability of Software

Interventions relating to the corrective or evolutionary maintenance of the Software may make it temporarily unavailable.

With regard to the evolutionary maintenance, these interventions are carried out after a 48-hour notice period. Mazen shall do its best efforts so that upgrades and new versions of the Software will not result in any Software regression in terms of performance and functionality.

 

 

Mazen cannot control the nature of all of the content available on the Software. By operating the Software, Mazen does not represent or imply that Mazen endorses any blogs, contributions or other content available on or linked to by the Software, including without limitation content hosted on third party websites or provided by third party applications, or that Mazen believes contributions, blogs or other content to be accurate, useful or non-harmful. Mazen do not control and are not responsible for unlawful or otherwise objectionable content Licensee may encounter on the Software or in connection with any contributions. Mazen is not responsible for the conduct, whether online or offline, of any user of the Software or its Services.

LICENSEE AGREE THAT ITS USE OF THE SOFTWARE AND MAZEN SERVICES WILL BE AT ITS SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MAZEN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE AND THE COMPANY SERVICES AND ITS USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MAZEN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SOFTWARE’S CONTENT OR THE CONTENT OF ANY SOFTWARE LINKED TO THIS SOFTWARE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY

(A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,

(B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SOFTWAE,

(C) ANY UNAUTHORIZED ACCESS TO OR USE OF MAZEN SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,

(D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE OR MAZEN SERVICES,

(E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE BY ANY THIRD PARTY, AND/OR

(F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE.

(G) ANY DAMAGES CAUSED BY THE PLUGIN(S) INSTALLED BY MAZEN ON LICENSEE’S WEBSITE’S CMS.

MAZEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SOFTWARE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

  1. LIMITATIONS OF LIABILITY.

 

IN NO EVENT SHALL MAZEN OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM THE USE OF THE SOFTWARE OR MAZEN SERVICES, EVEN IF MAZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MAZEN’S LIABILITY TO LICENSEE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY LICENSEE TO MAZEN FOR THE COMPANY SERVICES DURING THE PERIOD OF 6 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHT

 

    • Effective retroactive to the date a party first disclosed Confidential Information to the other, each party will hold in confidence and, without the consent of the other party, will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information of the other party except as expressly permitted hereunder.  The recipient of Confidential Information may only disclose the Confidential Information to its employees and third party independent contractors with a need to know the information in connection with the performance of this Agreement, provided that any such third party independent contractors must first agree in writing with the recipient to protect Confidential Information in a manner consistent with this Agreement and the recipient shall be responsible to the disclosing party for any damages for unauthorized use, disclosure, duplication or other misuse of the Confidential Information resulting from its possession by a third party.  Without limiting the foregoing, the recipient of the Confidential Information agrees that it will exercise at least the same standard of care in protecting the confidentiality of the other party’s Confidential Information as it does with its own Confidential Information of a similar nature, but no less than a reasonable degree of care.  Mazen shall not be liable for breach of its obligations of confidentiality hereunder resulting from unauthorized intrusion into, disclosure of or access to Licensee Data, or any security breach affecting Licensee Data, absent the gross negligence or intentionally wrongful conduct of Mazen employees.  Each party may only disclose the general nature, but not the specific terms, of this Agreement except with the prior consent of the other party.
    • Except with respect to the Software and Documentation which shall remain Confidential Information of Mazen, Confidential Information shall not include information if and only to the extent that the recipient establishes that the information: (a) is or becomes a part of the public domain through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and had not been obtained by the recipient either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the recipient by a third party without restriction on disclosure; (d) is independently developed by the recipient; or (e) is disclosed by the recipient pursuant to a requirement of a governmental agency or by operation of law, provided that the recipient shall disclose only that part of the Confidential Information which it is required to disclose and shall notify the owner prior to such disclosure in order to provide the owner an opportunity to seek an appropriate protective order or other relief to prevent such disclosure.  The recipient shall cooperate (at the other party’s expense) in all efforts to prevent disclosure of the other party’s Confidential Information.  A copyright notice on any Software, Documentation or other materials shall not be deemed evidence of publication or public disclosure.
    • Notwithstanding the foregoing, either party may disclose Confidential Information of the other party to its third party legal or financial advisors under existing legal obligations of confidentiality or in connection with litigation or other dispute resolution attempts between the parties.  To the extent any such recipient may not be under an existing legal obligation of confidentiality, such recipient shall sign an appropriate form of confidentiality agreement containing obligations of confidentiality substantially the same as those set forth herein.
    • Both parties acknowledge that any use or disclosure of the other party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the other party irreparable damage for which remedies other than injunctive relief may be inadequate, and each party agrees that the other party shall be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies.
    • Each party’s obligations under this Section 13 shall survive the termination of this Agreement for a period of five (5) years, except with respect to trade secrets of a party, in which case such obligations with respect to Confidential Information constituting a trade secret shall survive the termination of this Agreement for a period of ten (10) years thereafter plus such additional period of time as such trade secret remains a trade secret under applicable law.

 

  1. INDEMNIFICATION
    • Mazen shall defend, indemnify, and hold Licensee harmless from and against any claims, actions, and other proceedings (“Claims”), and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any claims by any third party that the Software or the Services (excluding Licensee Data and other material provided by, or included at the direction of, Licensee) infringe upon any United States’ copyright or any United States’ patent issued as of the date of the subscription.  In the event of such a claim, Mazen may, in its discretion, either procure the right to enable Licensee to continue to use the allegedly infringing item or develop or obtain a non-infringing substitute of substantially equivalent functionality and performance.  If Mazen determines that neither of the foregoing options is commercially reasonable or practicable, then, notwithstanding anything to the contrary elsewhere in this Agreement, Mazen may immediately terminate this Agreement and refund to Licensee any prepaid fees for the then-remaining or unexpired portion of the Subscription License Term.  Notwithstanding the foregoing, Mazen shall have no obligation to indemnify, defend, or hold Licensee harmless from any Claim to the extent that it is based upon: (a) a modification by Licensee (or by anyone under Licensee’s direction or control or using logins, IDs or passwords assigned to Licensee) to the Software or results of the Services; (b) a modification made by Mazen pursuant to Licensee’s order or specification or in reliance on materials or information provided by Licensee; or (c) the use by Licensee (or by anyone under Licensee’s direction or control or using logins, IDs or passwords assigned to Licensee) of any Software or results of the Services other than in accordance with this Agreement.  Subject to Section 15, this Section 14.1 sets forth Licensee’s sole and exclusive remedy, and Mazen’s entire liability, for any claim that any materials of or provided by Mazen violate or infringe upon the rights of any third party.
    • Third Party Claims. Except to the extent a claim may be subject to Mazen’s obligation to indemnify Licensee under Section 14.1, Licensee shall defend, indemnify, and hold Mazen harmless from and against all Claims, and shall pay all Losses, arising out of or related to (a) third party claims arising out of or related to: (i) Licensee’s (or that of anyone authorized by Licensee or using logins, IDs or passwords assigned to Licensee) use, non-use, or modification of any Mazen materials; (ii) the violation of any rights of any third party in connection with Licensee’s (or that of anyone authorized by Licensee or using logins, IDs or passwords assigned to Licensee) use, non-use, or modification of any Mazen materials; (iii) Licensee data; and/or (b) Licensee’s use of the Software, including violation of applicable law related to the Licensee Data.
    • With regard to any Claim subject to indemnification pursuant to this Section 14, the indemnified party shall provide notice to the indemnifying party of any Claim sufficient to avoid prejudicing the indemnifying party’s ability to defend the Claim, grant the indemnifying party the right to assume full defense and control of such Claim and shall reasonably cooperate with the indemnifying party regarding such Claim.  Nevertheless, the indemnified party may reasonably participate in such defense, at its sole expense, but shall not settle any such Claim without the indemnifying party’s prior written consent.  The indemnifying party shall not settle or compromise any Claim in a manner other than the payment of monies by the indemnified party without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or delayed.

 

  1. S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation are provided with RESTRICTED RIGHTS and constitute “Restricted Computer Software”. “Restricted Computer Software,” as used in this clause, means computer software developed at private expense and that is a trade secret; is commercial or financial and is confidential or privileged; or is unpublished copyrighted computer software, including minor modifications of any such computer software.  Use, duplication or disclosure by the U.S. Government, its agencies and/or instrumentalities, is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer software clause at 48 C.F.R. 252.227-7013 or subparagraphs (i) (1) and (2) of the Commercial Computer Software Restricted Rights of 48 C.F.R. 52.227-b19, as applicable, or their respective successor provisions.  In addition, or alternatively, at Mazen’s option, all software and software-related items licensed herein are “Commercial Computer Software” or “Commercial Computer Software Documentation” as defined in FAR 12.212 for civilian agencies and DFARS 227.7202 for military agencies, as applicable, or their respective successor provisions. The intent of the parties is that no intellectual property rights or confidentiality of the Software and Documentation are lost, diminished or transferred as a result of the execution of this Agreement.  For purposes of use by or for the benefit of the U.S. Government, all Software and Documentation are unpublished – rights reserved under the Copyright Laws of the United States.

 

  1. GENERAL PROVISIONS.
    • Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other party (such consent not to be unreasonably withheld); provided, however, that either party may assign this Agreement without the other party’s consent in the event of a sale of all or substantially all of its assets or in the event of a merger, corporate reorganization or business consolidation of the party (but excluding any assignment by Licensee to a competitor of Mazen).  For avoidance of doubt, in the event of a permitted assignment by Licensee of this Agreement, the Subscriptions purchased by Licensee hereunder would continue to be subject to the restrictions and limitations specified herein and in the applicable Licensee Order Form, including any limits focused on a specific business line, group, division or department of Licensee.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
    • Compliance with Laws. Unless expressly stated herein, Licensee shall not use or export (electronically or otherwise) the Software and Documentation outside of the U.S. other than in compliance with all applicable U.S. export laws, rules, and regulations.  Licensee shall be solely responsible for such compliance.  Licensee agrees to keep such books and records and to take such other actions as may be required by such applicable laws, rules and regulations.  Licensee will defend, indemnify, and hold Mazen harmless from and against any and all costs and damages incurred as a consequence of Licensee’s failure to comply with any such laws, rules or regulations.
    • No Waiver. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder.  No consent to a breach of any express or implied term of this Agreement shall constitute a consent to any prior or subsequent breach.
    • All notices under this Agreement shall be in writing.  Notices shall be given personally, electronically via email, or sent by traceable postal service mail, e.g., certified or registered mail, or express courier (e.g., FedEx, UPS or DHL).  Notices shall be deemed given and received: (a) upon delivery, if given personally; (b) as indicated in the applicable tracking information when an express courier is used; (c) two (2) business days after deposit by the sender with its national postal service (or the recipient’s national postal service if the sender elects) with the proper postage affixed, if sent by mail (or as otherwise indicated in the national postal service’s tracking information, if applicable); or (d) upon transmission if sent by email.  Notices shall be addressed to each party at their address set forth in the initial paragraph of this Agreement, or by email to the addresses noted below, which the parties may change for the purpose of receiving notice by compliance with this Section.  Email notices shall be sent to the following addresses:

 

To Mazen : [email protected]

 

To Licensee: Licensee provides its postal and email address during subscription

__________________________________________________________________________________

 

  • If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.
  • Force Majeure. Notwithstanding anything in this Agreement to the contrary, except for payment obligations, neither party will be liable for any breach of this Agreement or resulting damages from delay or failure with respect to any obligation hereunder, nor for any damages or loss of any kind, resulting from causes beyond its reasonable control, including acts of God, earthquake, storms or other elements of nature, labor disputes, blockages, embargoes, riots or other industrial disturbances, mechanical, electrical, electronic, telecommunications, Internet or other third party supplier delay or failure, acts or orders of any governmental authority, criminal acts, war or terrorism, including cyberattack or other malicious intrusion into or breach of security with respect to data or computer systems.
  • Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to its conflicts of laws principles.  Licensee consents to the exclusive jurisdiction of the state and/or federal courts in the State of New York.
  • Complete Agreement. This Agreement, supersedes in full all prior discussions and agreements, oral and written, between the parties relating to the subject matter hereof, and constitutes the entire understanding of the parties.  No additional terms and conditions proposed by Licensee, whether electronically or otherwise or associated with any Licensee purchase order or otherwise, shall be applicable to this Agreement or any Mazen products or services at present or in the future, absent the express manual written consent thereto by Mazen.
  • Amendment or Modification. No amendment or modification of this Agreement shall be valid or binding upon the parties unless it is in writing and signed by the duly authorized officers of the parties.
  • No Third Party Benefit. Except with respect to any confidentiality obligation protecting the Software or Documentation contained in an agreement between Licensee and a third party, to which Mazen shall be deemed a third party beneficiary, the provisions of this Agreement are for the sole benefit of the parties hereto and this Agreement neither confers any rights, benefits, or claims upon any person or entity not a party hereto nor precludes any actions against, or rights of recovery from, any persons or entities not parties hereto.
  • Notwithstanding anything to the contrary in this Agreement, Mazen may retain subcontractors to perform any of its obligations hereunder.  Mazen shall remain responsible for the performance of such obligations by its subcontractors.
  • Suggestions; Feedback. During the course of this Agreement or otherwise, Licensee may provide, or Mazen may solicit, input regarding the Software, including comments, feedback or suggestions regarding the possible creation, modification, configuration, correction, improvement or enhancement of the Software, Mazen’s web site or any of Mazen’s or Mazen’s Affiliates’ products or services, or their operation, functions or features (collectively, “Feedback”).  Any information Mazen discloses to Licensee related to or in response to Feedback shall be protected as Confidential Information of Mazen subject to the protections of Section 13 (Confidentiality).  For the consideration provided to Licensee in the form of the right to use the Software, Licensee agrees that Mazen shall own all rights, title, and interest in and to the Feedback, even if Licensee has designated the Feedback as confidential.  Mazen and its Affiliates will be entitled to use the Feedback without restriction.  Licensee hereby irrevocably assigns to Mazen all rights, title, and interest in and to the Feedback and agrees to provide Mazen any reasonable assistance Mazen may require to document, perfect, and maintain its rights in the Feedback.
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