Impresa Insights

Impresa Insights License Agreement

  1. This is the Standard Software License Agreement (“Agreement”) for Impresa Insights Software Suite licensed by Abjayon. The customer (“Customer” or “Licensee”) is allowed to use the Abjayon products only after the receipt of the License Certificate issued by Abjayon Inc., a California corporation with principal offices at 42808 Christy Street #228, Fremont CA 94538 (“Abjayon” or “Licensor”). Abjayon and Customer are sometimes collectively referred to herein as the “parties.”

The License Certificate shall be issued upon the Customer’s successful purchase of a license to a specific product which shall be effective from the date of purchase (the “Effective Date) as mentioned therein. By installing and enabling the Abjayon product (including any updates, upgrades, or newer versions), the Customer unconditionally accepts the terms set forth in this Agreement. The licensed product(s) will be enabled when you have installed the code libraries that is supplied to you by Abjayon. If Customer does not agree to the terms of this Agreement, the Customer or its Administrators should not access, download, install or otherwise use the licensed product.

WHEREAS:

A.            Abjayon owns several proprietary software products including Impresa CX and Impresa Insights as mentioned on https://www.abjayon.com/impresainsights-license/    

B.             Customer is desirous of licensing the Software (as identified in the License Certificate) from Abjayon.

C.             Abjayon is willing to grant Customer such a license in consideration for the payments and the upon the terms and conditions set forth below.

NOW, THEREFORE, the parties agree as follows:

1.       Definitions

1.1.            “Administrator/s” means an employee, representative, agent and/or consultant (by whatever name called) of the Customer who is expressly authorized by the Customer to exercise administrative privileges and operate the Software on behalf of the Customer. 

1.2.            “Affiliate/s” means any entity that controls, is controlled by or in under common control with a Party (as applicable). As used in this definition, “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified entity, whether through ownership of voting securities, by contract or otherwise.

1.3.            “Applicable Law” means all laws, data protection regulations, codes, acts, treaties, ordinances, orders, judgements, writs, decrees, injunctions, rules, regulations, deed, and other land restrictions, governmental approvals, licenses, permits, directives, and requirements, of all Governmental Authorities, in effect at any time or from time to time and, in each case, applicable to or binding upon the person, or the performance of the Software and all codes, standards, or requirements necessary for operation of the Software in accordance with industry practices prevailing at the time and place where the Software is installed and/or utilized.

1.4.           “Customer Data” shall include data collected, used, processed, stored, or generated by the Customer as the result of the use of the Software, including any personal identifiable information (“PII”) and any information related to payment processing, such as credit card numbers and bank account numbers.

1.1.            “Documentation” means the Software’s standard user manuals and any other accompanying documents related to the Software delivered to Customer along with the Software (if any).

1.2.            “Feedback” refers to any suggestion or idea for modifying any of Abjayon’s products or services, including all intellectual property rights therein.

1.3.          “Governmental Authority” means any legislature, court, tribunal, arbitrator, or arbitral body, authority, agency, commission, division, board, bureau, branch, official, or other instrumentality of a country, state, province, county or other geographical limit or subdivision (by whatever name called).

1.4.            “License Certificate” means the document included with the Software that may provide, among other things, specific information regarding Abjayon product licensed to customer, capacity, name of specified licensee and location where the Software is licensed for use, and terms and conditions governing the use and implementation of the Software. The use of the Software is contingent upon the Licensee receiving and accepting the terms set forth in the License Certificate.

1.5.            “Licensing Units” the aggregate number of licensed units provided to the Customer as described in the License Certificate. 

1.6.          “Software” means the Abjayon product(s) more specifically defined in License Certificate along with the Documentation licensed to the Customer. Any reference to the term Software shall include any Updates, releases, bug fixes or other modifications made by Licensor.

1.7.            “Support” means the support services to be provided by Abjayon to the Licensee as set forth in the Support Policy.

1.8.       “Support Policy” means the terms and conditions governing any Support purchased by the Licensee for an Abjayon product. The current version of Abjayon’s Support Policy is set forth at https://www.abjayon.com/impresainsights-license/  as updated from time to time.

1.9.         “Third Party Services” means any and all third-party hardware, software or other accessories that may be necessary or appropriate in connection with the Customer’s use and operation of the Software (if applicable).

1.10.        “Updates” shall mean any and all improvements in the Software, DATs, signature sets, policy updates, database updates for the Software that are generally made available to Customer as a part of Support services. Unless otherwise agreed, Updates are not separately priced or marketed by Abjayon and form part of the Support offered by Abjayon.

2.       Grant of License

2.1.           Upon execution by the Parties of this Agreement and subject to payment by Customer of the License Fees and compliance with the terms and conditions set forth in this Agreement, Licensor grants, and Customer accepts, a perpetual, limited, non-transferable, non-exclusive license, without the right to sublicense, to install, store and use one copy of the Software, subject to all the terms and conditions of this Agreement. This is a license agreement and not an agreement for sale, and therefore the Software is being licensed and not sold or transferred in any capacity to the Customer. The Software shall be installed at the facility identified on License Certificate which shall have the minimum system requirements as communicated by Abjayon at the time of implementation of the Software. Any usage of the Software shall be made only on equipment owned or controlled by Customer and operated by Administrators only. No rights to sublicense or market the Software are granted. All rights not specifically granted to Customer by this Agreement shall remain with the Licensor. 

2.2.              The Customer agrees that the Software is provided for the sole use of the Customer and may not be used by any Affiliates, associate companies, parents, subsidiaries or other related entities of the Customer for any purpose whatsoever. Customer acknowledges and agrees that Customer is responsible for compliance of this Agreement by all Administrators and Customer shall be responsible for any breach of this Agreement by an Administrator.

2.3.              Title to and ownership of the Software and all applicable proprietary rights, including but not limited to, rights in patents, copyrights , author’s rights, trademarks, trade names, graphic design and design elements, order of operations, algorithms, data structure, organizational features, know-how and identified trade secrets in the Software if any, shall remain at all times with Licensor or its applicable licensors and suppliers.

2.4.             Customer understands that the Software is not sold, transferred, or assigned to it by the Licensor in any manner. Other than the license granted herein, Abjayon owns and/or retains all rights, titles, and ownership in the Software.

3.       Use of Software

3.1.                Customer undertakes that it will use the Software and any data generated from the Software for the purposes agreed with Abjayon only and not for personal, family or household purposes. Customer shall install the Software only at the location agreed between Customer and Licensor or any other location that has been consented to by the Licensor.

3.2.                 Software may require Customer to use and install certain Third-Party Services as identified by Abjayon from time to time, and Customer shall procure and install such Third-Party Services at its sole risk and cost  unless otherwise agreed between the Customer and the Licensor.

3.3.                 The Software is provided to the Customer in respect of such number of Licensed Units as set out in License Certificate. In the event the Customer requires access and usage of the Software by more than the stipulated Licensed Units, Licensor may provide such rights at additional costs and subject to execution of an addendum to this Agreement.

3.4.                 Licensee shall not, and shall not permit any other person to, access or use the Software except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not and ensure that any Administrator or third party shall not: 

a)       modify or create derivative works or improvements of the Software;

b)       copy the Software, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;

c)       rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, SaaS, cloud or other technology or service other than for the purposes specifically contemplated herein;

d)       reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;

e)       bypass or breach any security device or protection used by the Software or access or use the Software other than by an Administrator;

f)        input, upload, transmit or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code; 

g)       damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Software, or Abjayon’s provision of services to any third party, in whole or in part;

h)       remove, delete, alter or obscure any trademarks, documentation, specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Software or Abjayon’s Confidential Information, including any copy thereof

i)         access or use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Abjayon customer), or that violates any Applicable Law; 

j)         access or use the Software for purposes of competitive analysis of the Software, the development, provision or use of a competing software service or product or any other purpose that is to Abjayon’s detriment or commercial disadvantage; or 

k)       otherwise access or use the Software or Abjayon’s Confidential Information beyond the scope of the authorization granted under this Agreement.

4.       No Installation or Implementation 

Licensor is not obligated to perform any pre-verification of the environment where the Customer intends to install the Software. Customer shall solely be responsible to access, download and install the Software in accordance with the installation guide of the Software. Licensor is not responsible or liable for any erroneous installation of the Software by the Customer. In the event that the Customer requires any assistance from Abjayon in relation to installation or implementation of the Software, such services shall be offered to the Customer as a distinct service at such additional costs and such rates and terms and conditions as communicated by Abjayon to the Customer.

5.       Support, Updates and Upgrades

5.1.                 Beginning upon Software going live in the Licensee’s environment, Abjayon agrees that it shall provide Support for the Software as specified at https://www.abjayon.com/impresainsights-license/ (“Support Policy”) for such period as specified in the License Certificate and at such rates and terms as may be agreed between the Parties under a separate purchase order (“Support Fees”). In the event that the Licensee requires additional Support beyond the period stipulated in the License Certificate, the Licensee may purchase additional Support at additional costs.  

5.2.                 Subject to what is stated in the Support Policy, Licensor shall furnish Customer with all new releases and Updates to the Software and Documentation so long as Customer remains on Support, which Updates shall be subject to this Agreement.  There shall be no additional license fee for such Updates so long as Customer is paying Support fees when the Updates are released.  Customer shall at its own expense obtain any equipment and Third Party Services required to run new releases.

5.3.                 Subject to what is stated in the Support Policy, Licensor may terminate Support for non-payment of amounts due hereunder or for convenience upon thirty (30) days prior written notice. Licensee may terminate Support at any time upon sixty (60) days prior written notice. In the event of termination, Licensor will refund to Licensee any fees paid towards Support for periods after the effective date of termination. Termination of Support shall not constitute a termination of the Agreement. If, subsequent to termination of Support by Licensee, Licensee wishes to reinstate Support, Licensee must pay the accumulated Support fees for all periods for which Support fees were not paid.

6.       Fees, Payments and Audits

6.1.                 Customer shall pay Abjayon a one-time licensing fee for the Software at such rates and prices as may be agreed between Abjayon and Customer (“License Fee”) in a separate purchase order document. The License Fee shall be due and payable by the Customer immediately upon or prior to signing of this Agreement.  

6.2.                 As indicated in Section 3.3. above, this Licensing Fee authorizes the Licensee to utilize the Software for such number of Licensed Units as mentioned in the License Certificate. In the event that the Licensee desires to implement the Software for additional Licensed Units beyond the number stipulated in the License Certificate (“Additional Units”),

such Additional Units shall be made available to the Licensee upon payment of additional license fees separately agreed.   

6.3.                 Unless otherwise specified:

6.3.1.  all fees and payments payable under this Agreement shall be due and payable within 15 (Fifteen) days of the invoice date.

6.3.2.  all fees paid under this Agreement are non-cancellable and non-refundable.

6.4.                 Licensor shall be entitled to increase any fees payable by the Customer by giving 30 (thirty) days’ notice of such increase to the Customer (if applicable).  

6.5.                 The fees do not include any amount for taxes. Licensee will pay all federal, state and local sales, use, property, and other taxes related to this Agreement or an order for the Software and/or Support provided. If any sales, use, or other taxes (except for taxes based on Licensor’s net income) are required to be collected in connection with this Agreement or an order, they will be itemized on invoices issued in connection with an order.

6.6.                 Licensor or its agent may at any time audit Licensee for the sole purpose of determining the number of active Licensed Units in use by Licensee (“In Use Licenses”). Where the In Use Licenses materially exceed the authorized Licensed Units, Licensor shall either notify the Licensee who shall within 10 (ten) business days reduce the In Use Licenses to be consistent with the Licensed Units mentioned in the License Certificate or submit an invoice to the Licensee for payment for the licenses that exceed the number of Licensed Units specified in the License Certificate. To this end, Licensee agrees to maintain complete and accurate records relating to its use of the Software and its other obligations hereunder for so long as Licensee is using the Software.  If requested, Licensee will certify in writing that Licensee is using the Software only in respect of the authorized number of Licensed Units, and otherwise in accordance with the restrictions set out in this Agreement or in any documentation generally made available with the Software. 

7.       Term and Termination

7.1.                 This Agreement shall become effective on and from the Effective Date and shall and will continue thereafter pursuant to the terms hereof unless otherwise terminated or cancelled as provided herein (“Term”).  

7.2.                 Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee: (A) fails to pay any amounts (such as License Fee, or Support fee) when due hereunder, and such failure continues more than 30 days after Licensor’s delivery of written notice thereof; or (B) breaches any of its obligations under this Agreement including Section 3 or 13. 

7.3.                 Additionally, Licensor will be entitled to notify Licensee of immediate termination of this Agreement upon the occurrence of any of the following events: (i) all or a substantial part of the assets of Licensee are being sold or otherwise transferred to any person; (ii) Licensee is being merged or consolidated with any other person; (iii) a receiver, trustee, or liquidator of Licensee is appointed for any of its properties or assets; (iv) Licensee admits in writing its inability to pay its debts as they mature; (v) Licensee makes a general assignment for the benefit of creditors; (vi) Licensee is adjudicated as bankrupt or insolvent; (vii) a petition for the reorganization of Licensee or an arrangement with its creditors, or readjustment of its debts, or its dissolution or liquidation is filed under Applicable Law; or (viii) Licensee becomes subject to the control of any competitive firm or company (ix) Licensee breaches this Agreement or fails to perform any of its obligations hereunder which breach, by its nature, cannot be cured. It shall be the duty of Licensee to notify Licensor promptly of the occurrence of any of the events set forth above. 

7.4.                 Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.  

7.5.                 Following any termination or cancellation of this Agreement or the licenses granted herein: (i) subject to the provisions specified hereinbelow, immediately upon Licensor’s request, Licensee will either destroy or send to Licensor (at Licensee’s expense) all copies of the Software in the Licensee’s possession; (ii) Licensee’s shall cease to use the Software for any Licensed Units. 

7.6.                 The terms of this Agreement shall continue to apply upon the Licensee if it continues to use the Software beyond the effective date of termination of this Agreement, as if the Agreement was never terminated. However, Licensor shall be under no obligation to provide any Support to the Licensee in respect of the Software. 

7.7.                 Expiration or termination of this Agreement will not affect the Licensee’s obligation to pay all fees that may have become due before such expiration or termination, nor will entitle the Licensee to any refund. All such fees and consideration payable to the Licensor by the Licensee shall become immediately due and payable. 

7.8.                 Sections 3, 8, 9, 10, 11, 12, 13 and 14 shall survive the expiration and termination of this Agreement for any reason. Provisions of the Sections which, by their nature, must remain in effect beyond the termination of this Agreement shall also survive. Payments which accrue or are due before termination of this Agreement shall survive the expiration or termination of this Agreement. 

8.       Intellectual Property Rights 

8.1.                 Licensor (or its licensors or suppliers) retains all right, title, and interest in and to the Software, including but not limited to, any Updates, releases, upgrades, as well as any related Documentation, methodologies, techniques, processes, and instruction developed by Licensor and used in the performance of this Agreement (collectively “Provider IP”) for Customer. 

8.2.                 Customer acknowledges and agrees that the Abjayon proprietary information and material and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into the Provider IP, all future Updates, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Provider IP and information, as applicable, all derivative works based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Abjayon, having great commercial value to Abjayon. 

8.3.                 Customer hereby grants Licensor an irrevocable, unrestricted, worldwide license to use any Feedback Customer communicates to Licensor during the Term, without compensation or any obligation to report on such use, and without any other restriction. Such rights shall include, without limitation, the right to exploit Feedback in any way and the right to grant sublicenses. Feedback will not be considered Customer’s Confidential Information. 

8.4.                 Customer has selected the Software and assumes full responsibility for the use of the Software in its and its customers’ business, all data entered, stored or transmitted by means of the Software, and the use of such data, including the results obtained therefrom. Customer is responsible for arranging adequate backup and security procedures concerning access to computers utilizing the Software and the integrity of all programs, data and information stored thereon, including all necessary security to prevent a third party from accessing, without authority, the confidential or proprietary information stored therein. 

8.5.                 Customer recognizes and acknowledges that any use or disclosure of the Software in a manner inconsistent with the provisions of this Agreement may cause Abjayon irreparable damage for which other remedies may be inadequate. As such, Customer agrees that Abjayon may at its sole discretion request a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure. 

9.       Data Privacy and Security 

9.1.                 Customer Data is and shall remain the sole and exclusive property of Customer and all right, title, interest in the same is reserved to Customer. For all purposes of this Agreement, Customer shall be responsible for determining the

manner in which any type of Customer Data will be collected, stored, and processed and for determining the purpose for processing the information. 

9.2.                 Customer hereby grants Licensor a limited right to access, process, collect, store, generate, display, and use Customer Data for the sole purpose of providing the Software to Customer. Licensor shall keep and maintain Customer Data in strict confidence and shall not allow any third parties to use, disclose, or access Customer Data without Customer’s prior written consent. 

9.3.                 Notwithstanding the foregoing, Licensor may disclose Customer Data as required by Applicable Law or by proper legal or governmental authority. Licensor shall give Customer notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise contest such required disclosure, at customer’s expense.

 

9.4.                 The Parties shall each be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Customer Data; protect against any anticipated threats or hazards to the security of Customer data, protect against unauthorized disclosure, access to, or use of Customer Data, ensure the proper disposal of Customer Data, and ensure that all Administrators, if any, comply with the above. Abjayon’s data privacy policy can be found at: https://www.abjayon.com/privacy-policy/.

10.    Warranties 

To the maximum extent permitted by law, the Software as well as Support, and all other services provided by Abjayon are provided ‘as is’ and ‘with all faults’ without warranty of any kind, either express, implied or statutory, and Abjayon and its licensors disclaim all such warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-interference, accuracy of data, accuracy of informational content, system integration, title and non-infringement, with regard to the Software and/or the provision of or failure to provide Support.

11.    Indemnification

11.1.             Licensor shall defend and indemnify Customer against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the Software. Licensor’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Software made without Licensor’s written consent; (c) Customer’s failure to incorporate Updates that would have avoided the alleged infringement, provided Licensor offered such Updates without charges not otherwise required pursuant to this Agreement; (d) Licensor’s modification of Software in compliance with Customer’s specifications; (e) unauthorized use of the software by third parties; or (f) use of the Software with hardware or software not provided by or approved of by Licensor. 

11.2.             Customer will unconditionally indemnify and defend Abjayon, its Affiliates, and their officers, directors, employees, contractors and agents (each an “Abjayon Indemnified Party”) against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that an Abjayon Indemnified Party incurs as a result of or in connection with: (a) any third-party claims arising from: (i) Customer’s failure to obtain any consent, authorization or license required for Abjayon’s use of data, software, materials, systems, networks or other technology provided by Customer under this Agreement; (ii) Customer’s use of the Software in a manner not expressly permitted by this Agreement; 

11.3.             (iii) Abjayon’s compliance with any technology, designs, instructions or requirements provided by Customer or a third party on Customer’s behalf; (iv) any claims, costs, damages and liabilities whatsoever asserted by any Authorized User not pertaining to any breach or default of Abjayon; or (v) any violation by Customer of Applicable Laws; and (b) any reasonable costs and attorneys’ fees required for Abjayon to respond to a subpoena, court order or other official government inquiry regarding Customer’s use of the Software.

12.    Limitation of Liability

In the event the exclusion of implied warranties does not apply and in the event of a breach of such warranties, Abjayon’s entire liability and its exclusive remedy will be, at Abjayon’s option, either: (a) return of the price paid, if any; or (b) repair or replacement of the Software returned to Abjayon.  To the maximum extent permitted by Applicable Law, in no event will Abjayon be liable (whether under contract, tort, strict liability or otherwise) for any special, incidental, indirect, or consequential damages (including, without limitation, loss inaccuracy or corruption of data, loss of opportunity, loss of privacy, cost of recovery, cost of procurement or substitute goods or services, system downtime, failure of security mechanisms, financial loss, loss of goodwill, revenue or loss of profit, business interruption, loss of business information, or any other pecuniary or business loss for any reason whatsoever) arising out of the use of or inability to use the Software, including beta versions thereof, as well as Support and all other services provided by Abjayon even if a party has been advised of the possibility of such damages.  To the maximum extent permitted by Applicable Law, in no event will the aggregate and cumulative liability (whether under contract, tort, strict liability or otherwise) of Abjayon and its Affiliates and their respective licensors and other suppliers for any matters arising under this Agreement or otherwise, exceed the lesser of the amount paid by Licensee to Abjayon as License Fee.   Licensee agrees that the limitations of this section and the section headed ‘No Warranties’ above are essential and that Licensee would not be permitted to use the Software absent the terms of such sections. Such sections will survive and apply even if any remedy specified in this Agreement will be found to have failed of its essential purpose.

13.    Confidentiality 

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law. 

14.    Miscellaneous 

14.1.             Governing Law and Dispute Resolution Mechanism: 

(a)       Governing Law and Jurisdiction: This Agreement and all matters and disputes relating to it shall be governed by and construed in accordance with the laws of California. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The seat of the arbitration shall be San Francisco, California. The arbitral tribunal shall consist of one arbitrator. The language of the arbitration shall be English. 

(b)       Injunctive Relief Pending ArbitrationNOTWITHSTANDING THE FOREGOING, IT IS AGREED THAT ANY BREACH OF THIS AGREEMENT BY LICENSEE MAKING ANY UNAUTHORIZED USE OF THE LICENSED SOFTWARE OR DISCLOSING ANY CONFIDENTIAL INFORMATION OR CLIENT DATA OF THE OTHER PARTY OTHER THAN AS SPECIFICALLY PERMITTED BY THIS AGREEMENT WILL CAUSE IMMEDIATE AND IRREPARABLE HARM. IN THE EVENT OF ANY SUCH BREACH BY A PARTY, THE OTHER PARTY SHALL BE ENTITLED TO PURSUE IMMEDIATE AND INTERIM INJUNCTIVE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION TO RESTRAIN SUCH UNAUTHORIZED USE OR CONDUCT. 

(c)        Continuity of Obligations: During the pendency of any dispute, the parties shall continue to perform their respective obligations under this Agreement. 

14.2.             JURY TRIAL WAIVER: EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LICENSES GRANTED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

14.3.             Relationship of Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 

14.4.             Use of logo: Neither Party shall be entitled to use the name and logo of the other Party for the purpose of business promotion and development, whether in sales or marketing documents, presentations and other materials or otherwise, without the prior written consent of such other Party however, that Abjayon may, without Customer’s consent, include Customer’s name and logo in Abjayon’s promotional and marketing materials. 

14.5.             Notices: Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or email. All notices hereunder shall be delivered to the addresses as set forth below on the signature page, provided that either party may, by notice to the other party, change the address or fax number to which such notices are to be given. 

14.6.             No Implied Licenses. There are no implied licenses under this Agreement, and any rights not expressly granted hereunder are reserved. Customer shall not exceed the scope of the licenses granted hereunder.

14.7.             Delay or Omission: No delay or omission in exercise of any right, power or remedy accruing to any Party, upon any breach or default of any Party under the Agreement, shall impair any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring. 

14.8.             Third Party Products: Third-Party Services (if any) supplied under this Agreement are provided for use solely with the Software licensed to Customer under this Agreement and may not be used on a standalone basis or with any other third-party products. The third-party terms and conditions that accompany such Third-Party Services shall govern Customer’s use thereof. Abjayon shall not be responsible for or have any liability with respect to such Third-Party Services.

14.9.             Amendment: No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties. 

14.10.          Export Compliance:  Licensee acknowledges that the Software or parts thereof may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. Licensee will not and will not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Licensee understands that Abjayon is not responsible for the Software or part thereof that is exported by Licensee or transferred to another representative in the United States or another country.  Licensee agrees to the foregoing  and  warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government. 

14.11.          Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law by a court of competent jurisdiction, it is the intention of the Parties that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable. Without prejudice to the foregoing, the Parties shall mutually agree to provide a legal, valid, and enforceable provision as similar in commercial terms and effect to such illegal, invalid or unenforceable provision as may be possible. 

14.12.          Force Majeure: No Party shall be deemed in default of this Agreement or any agreement, deed, documentation, addendum or otherwise executed pursuant hereto for any delay or failure to fulfil any obligation (other than a payment obligation) hereunder or there under so long as and to the extent to which any delay or failure in the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement or any documentation executed pursuant hereto, as applicable, as soon as reasonably practicable. For the purposes of this Agreement, “Force Majeure” shall mean the occurrence of an event which materially interferes with the ability of a Party to perform its obligations (other than its obligation to pay money) or duties hereunder which is not within the reasonable control of the Party affected or any of its Affiliates, including, but not limited to, war, rebellion, earthquake, fire, accident, strike, riot, civil commotion, act of God, inability to obtain raw materials, delay or errors by shipping companies or change in Applicable Law. 

14.13.          Entire Agreement: The Agreement constitutes the entire understanding between the Parties with regard to the subject matter hereof and thereof and supersedes any other agreement between the Parties relating to the subject matter hereof and thereof, including any term sheet or memorandum of understanding entered into between them.

14.14.          Expenses in relation to this Agreement: Each Party shall bear its own expenses incurred in relation to the transactions contemplated in the Agreement, including expenses relating to the fees of counsel, auditors and other advisors. 

14.15.          Assignment: Licensee may not assign their rights and obligations under this Agreement without the Licensor’s consent. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns. 

Proven ROI

Client satisfaction is our North Star Metric.
You obtain the insights you need with Impresa CX to create meaningful human experiences and gain lifelong customers.

Impresa CX brings following benefits to our esteemed clients

25%

Churn rate reduction

30%

Rise in Customer Satisfaction

25%

Cut in operational Costs
Over a three-year period, the benefits were:

$7.8 M

In savings as a result of reduced contact center usage

$16 M

in cost savings due to efficient usage of contact channels