Gluent

Gluent Data Platform

End User License Agreement

This subscription Agreement is between Gluent Inc (“Licensor”) and Customer that has purchased a subscription to the Software through the Cloud Service Provider’s Marketplace. If you, as the customer, are an individual representing a corporation, you warrant that you are authorized to enter into this agreement on behalf of such entity and bind such entity to the terms set forth.

In connection with this Agreement, a Customer must select the Software from the Cloud Service Provider’s Marketplace as well as infrastructure parameters. The ordering page specifies the fees payable by Customer.
Before taking actions on indicating your acceptance of this agreement, please read carefully as you and any corporation you represent will be bound by this agreement.

Licensor reserves the right to alter its Maintenance and Support policies from time to time. Any questions or comments can be directed to support@gluent.com.

1. Definitions

1.1.  Agreement means this End User License Agreement. 
1.2.  Effective Date means the date which Licensor makes Software available to Customer.
1.3.  Confidential Information means this Agreement, all Software, software listings, the Documentation, information, data, drawings, benchmark tests, specifications, trade secrets, methodology, object code and machine-readable copies of the Software, source code copies of the Software, and any other proprietary information supplied to Customer by Licensor, or by Customer to Licensor.
1.4.  Documentation means collectively, either in physical print or online: (a) all available manuals, including operations, reference user, and support and maintenance guides and manuals relating to the Software; (b) the interface specifications, if applicable; (c) any module specifications and other mutually agreed specifications, including design and functionality specifications, or other written materials prepared or developed in connection with the Software; (d) programmer notes or written materials describing compilation of the source code and installation of the modules; (e) internal use listings or manuals relating to error corrections, fixes, and workarounds; (f) file and program cross reference information; and (g) any and all mutually agreed revisions to the above documents.
1.5.  Licensor means Gluent Inc.
1.6.  Professional Services means those implementation, configuration, training, development and consulting services related to the Software that are provided to Customer by Licensor through a Statement of Work or other documentation.
1.7.  Relational Database Server means a single server, virtual or physical, that runs the installed relational database software.
1.8.  Software means (i) the object code version of the software products designated on the relevant Schedule hereto and provided to Customer by Licensor in executable form, (ii) any Updates, modifications, maintenance releases, bug fixes or work-arounds which Licensor may provide to Customer from time to time[, and (iii) any source code or object code which Licensor in its sole discretion may provide to Customer from time to time].
1.9.  GNU is an extensive collection of wholly free software, and also the project within which the free software concept originated. Most of it is licensed under the GNU Project’s own General Public License. The GNU operating system is a complete free software system, upward-compatible with Unix. GNU stands for “GNU’s Not Unix”.
1.10.  Cloud Service Provider means the entity that owns and operates the infrastructure on which software solutions are hosted and distributed. A Cloud Service Provider may also host and distribute their own and third-party solutions.
1.11.  Marketplace means the online store operated by a Cloud Service Provider through which software solutions, either the Cloud Service Provider or a third party, are sold.
1.15.  Subscription License means a license for use of the Software, grants license usage for a specific period of time as set forth in the Cloud Service Provider’s Marketplace agreement.
1.16.  Subscriptions Fees means the fees set out on the Cloud Service Provider’s ordering page.
1.17.  Ordering Page means the ordering process / portal provided by the Cloud Service Provider by which Customer can order Software and the infrastructure parameters.
1.18.  Subscription Term is specified on the Ordering Page.
1.19.  Payment means the Subscription Fees are as set forth on the Ordering Page and shall be paid in the manner specified on such Ordering Page.
1.20.  Support Services means those support and maintenance services provided by Licensor for the Software, as further described in Licensor’s support policies set forth in Section 3.2.
1.21.  Updates means a new release or version of or for the Software that contains bug fixes, error corrections and/or minor enhancements, but does not contain any major enhancement or significant new functionality, as determined in Licensor’s reasonable discretion.
1.21.  Upgrade means a new release or version of the Software that contains a material enhancement or significant new functionality, as determined by Licensor. However, “Upgrade” does not include any new release, new version, new product or added feature for which Licensor imposes a separate charge to its customers generally or any release issued for a new or alternate operating environment – which shall be available to Customer via the Cloud Service Provider’s Marketplace.
1.22.  User means each of Customer’s employees, agents, and independent contractors of Customer, who are provided access credentials to use Software.

2. Grant of License / License Restrictions

Subject to the terms and conditions of this Agreement, including the payment of all applicable license fees, Licensor grants to Customer a non-exclusive, non-transferable, non-assignable, limited right to install and use the Software and Documentation. Customer may use Software solely on the machine image ordered from the Ordering Page and any applicable database servers. Licensor shall at all times retain full and unequivocal ownership of all Software, including any Documentation, derivative versions and any copies thereof and all configurations of the Software created or developed during the term of this Agreement. For clarity, Customer shall retain all ownership interests in customer data processed or converted by the Software. The Subscription License grant hereunder shall continue during the Subscription Term and shall end upon the expiration or termination of the Subscription Term.

2.1.  Except for those rights expressly granted in this Section 2, this Agreement does not grant and Customer receives no other rights or licenses under this Agreement to the Software or the Documentation, derivative works (as defined in the United States copyright Act of 1976, Title 17 USC Section 101 et. seq.) or any intellectual property rights related thereto, whether by implication, estoppel or otherwise.
2.2.  Customer is responsible for providing all hardware necessary in order to operate the Software.
2.3.  Third party technology may be appropriate or necessary for use with Gluent programs. Such third party technology is licensed to Customer under the terms of the accompanying third party technology license agreement, or the GNU General Public License for open source software, and not under the terms of this Agreement.
2.4.  Customer agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party:

2.4.1.  sell, lease, license, sublicense, or otherwise encumber any portion of the Software, including Documentation;
2.4.2.  decompile, disassemble, or reverse engineer any portion of the Software or attempt to discover any source code or underlying ideas or algorithms of any Software;
2.4.3.  create any derivative work based on the Software or any Licensor’s Confidential Information;
2.4.4.  use the Software to provide processing services to third parties, commercial timesharing, rental or sharing arrangements, or on a “service bureau” basis or otherwise use or allow others to use the Software for the benefit of any third party;
2.4.5.  provide, disclose, divulge or make available to, or permit use of the Software by persons other than Customer’s employees or agents who have signed a confidentiality agreement consistent with the terms and provisions herein, without Licensor’ prior written consent;
2.4.6.  use the Software, or allow the transfer, transmission, export, or re-export of the Software or any portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency. For clarity, all the limitations and restrictions in this Agreement apply to the Documentation as well as all other Software.
2.4.7.  disclose results of any program benchmark tests without Licensor’s prior written consent.

3. Services

3.1.  Professional Services

3.1.1.  There are no professional services performed with this Agreement

3.2.  Support Services

3.2.1.  For as long as Customer is current with their payments of all Subscription Fees, Licensor will provide Support Services for the Software for which Support Services are then currently offered by Licensor and subscribed to by Customer.
3.2.2.  Licensor will use commercially reasonable efforts to fix all defects that impede the core functionality of the Software and that are within Licensor’s control. Customer shall provide Licensor a reasonably detailed description and written documentation of any suspected failure of Software to perform substantially in accordance with the most current documentation (suspected “Error”) at a level of detail which allows Licensor to replicate and validate the suspected Error. Licensor will investigate facts and circumstances related thereto, and Customer agrees to cooperate fully with Licensor’s investigation. If applicable, Customer shall provide remote diagnostic procedures via WebEx or other equivalent service or technology. If Licensor determines that the reported defect is a result of Customer’s actions or omissions, and Licensor will not be responsible to develop any fixes, unless otherwise agreed to by the parties.
3.2.3.  Licensor will make every reasonable effort to provide Customer with corrections, updates and upgrades to the Software as such may become commercially available. The updates may contain corrections of software error remedied by Licensor, and minor enhancements, which may extend the ways to accomplish inherent functions. Upgrades that contain new features and/or new functionality may require additional license fees as determined by Licensor and will be available to Customer via the Cloud Service Provider’s Marketplace.
3.2.3.  Licensor will provide a copy of documentation changes which may accompany future Software revisions and updates, if any.
3.2.4.  Support Services will be provided for the current and the immediate prior releases of the Software.
3.2.5.  Support shall be available to the number of support contacts set forth below. Customer shall provide a list of the names of those individuals designated as eligible for support and shall provide Licensor with modifications thereto as such arise. Number of Customer support contacts: (2) system administrators (one (1) primary and one(1) backup).
3.2.6.  Support Services exclude such services as assistance in system design and configuration, installation services (if any), application consulting, deployment consulting services, and/or writing of drivers if required by new releases. Such Professional Services may be available from Licensor subject to availability and at Licensor’s time and material policy and current professional services rates.
3.2.7.  Maintenance and Support does not include on-site installation of Software updates and/or revisions. If applicable, Customer shall install future Software revisions/updates provided by Licensor and accepts full responsibility for such installation. Upon Customer’s request, Licensor may install future Software revisions/updates or provide other on-site assistance at Licensor’s then current professional service hourly time and material labor rates for.

3.3.  Customer Obligations
Notwithstanding the foregoing, the Support Services are based upon Customer’s obligation to designate qualified system administrators and to ensure that the following steps are taken in advance of any support request to Licensor:

3.3.1.  Customer has first checked to ensure that use of Software is in accordance with its Documentation, and Customer is using either the then current release of the software product, or the immediate prior release;
3.3.2.  Customer has taken reasonable steps to eliminate any hardware, operating system software and/or application software deficiencies;
3.3.4.  Customer has collected all relevant data and documented all operating conditions and other operation information relating to the incident; and
3.3.5.  Customer fully implements any correction or temporary work-around prior to fix release (within 30 days), fully describes any limitations imposed by such correction or temporary work around prior to fix, and fully cooperates with Licensor. Should, at the sole discretion of Licensor, any of the above listed Customer obligations not be satisfied, and such noncompliance has caused Licensor to perform services that Licensor would not have otherwise performed, then Licensor reserves the right to invoice Customer, at Licensor’s then current professional service hourly time and material labor rates for any such services performed.

4. Subscription Fees, Payment, Taxes

4.1.  Subscription Fees are set forth on the Ordering Page. If Customer’s subscription is not renewed, Customer’s access to the Software will terminate at the end of the then-current Subscription Term.
4.2.  Payment. All Subscription Fees, including any applicable taxes, are as set forth on the Ordering Page and shall be paid in the manner specified on such Ordering Page.

5. Term and Termination/Renewal

5.1.  This Agreement commences on the Effective Date and will remain in force unless it is terminated or expires.
5.2.  Customer may cancel a Subscription Term at any time through the Ordering Page.
5.3.  Licensor may, by written notice to Customer, terminate this Agreement if any of the following events occur, provided that no such termination will entitle Customer to a refund of any portion which have been paid to Licensor:

5.3.1.  Customer is in breach of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after Licensor gives Customer written notice of such breach; provided, however, that Licensor may terminate this Agreement immediately upon notice if Customer breaches any of its obligations under Section 2 above; or
5.3.2.  Customer terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority.

5.4.  Termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this Agreement will not affect the provisions regarding Customer’s or Licensor’ treatment of Confidential Information, provisions relating to the payments of amounts due, provisions limiting or disclaiming Licensor’ liability, and/or provisions regarding applicable law, which provisions will survive termination of this Agreement.
5.5.  Upon termination, all licenses granted hereunder shall cease to be effective and Customer shall immediately cease all use of any Software, Documentation and Licensor Confidential Information.
5.6.  Within fourteen (14) days of the date of termination or discontinuance of this Agreement for any reason whatsoever, Customer shall return the Software, derivative works and all copies thereof, in whole or in part, all related Documentation and all copies thereof, and any other Work Product or Confidential Information in its possession. Customer shall furnish Licensor with a certificate signed by an executive officer of Customer verifying that the same has been done.
5.7.  Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

6. Indemnification for Infringement

6.1.  Licensor shall, at its expense, defend or settle any claim, action or allegation brought against Customer to the extent it is based on a claim that the Software or the Documentation infringes any issued U.S. patent, copyright, trade secret or other proprietary right of any third party and shall pay any final judgment awarded against Customer as a result of any such claim, action or allegation, provided that (i) Customer gives prompt written notice to Licensor of any such claim, action or allegation of infringement; (ii) Licensor has the sole and exclusive right to defend any such claim, action, or allegation and make settlements thereof at its own discretion; and (iii) Customer gives Licensor such assistance and information as Licensor may reasonably require to settle or oppose such claims.
6.2.  In the event any such infringement, claim, action, or allegation is brought or threatened, Licensor may, at its sole option and expense:

6.2.1.  Procure for Customer the right to continue use of the Software, Documentation or the infringing portion thereof; or
6.2.2.  Modify, amend or replace the Software, Documentation or infringing part thereof with other software having substantially the same or better capabilities.
6.2.3.  If neither of the foregoing is commercially practicable, Licensor shall refund the portion of the license fee specified on the relevant Schedule related to the infringing part thereof less the appropriate pro rata amount of credit that shall apply for each month or portion thereof that this Agreement had been in effect prior to the refund, based on a three (3) year, straight line depreciation. In the event that such refund is made, Customer shall immediately cease using the infringing portion of the Software and will remove the same from its system and so certify to Licensor. By paying a refund in the manner herein contemplated Licensor will be released from any further obligation whatsoever to Customer in connection with the infringing part of the Software.

6.3.  The foregoing obligations shall not apply to the extent the infringement arises as a result of: (i) modifications to the Software made by any party other than Licensor or Licensor’s authorized representative; (ii) the use of the Software in combination with software, hardware or other products not provided by Licensor.
6.4.  This Section 7 states the entire liability of Licensor, and Customer’s sole and exclusive remedies, with respect to infringement of any patent, copyright, trade secret or other proprietary right.

7. Warranty and Limitation of Liability

7.1.  Licensor warrants to Customer that the Software will perform in substantial accordance with the Documentation for a period of ninety (90) days from the Effective Date. If the Software does not perform as warranted, Licensor shall undertake to correct the non-conforming part of the Software, or if correction is reasonably not possible, replace such non-conforming part of the Software free of charge. If neither of the foregoing is commercially practicable, Licensor shall refund the monies paid by Customer for that non-conforming part of the Software. The foregoing warranty shall not apply to the extent that the Software is used or interfaced with other software, data or operating systems which are not functioning properly or if the Software has been modified in a manner not authorized by Licensor. THE FOREGOING ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. The warranty set forth above is made to and for the benefit of Customer only and applies only if:

7.1.1.  The Software has been properly installed and has been used at all times in accordance with the Documentation and this Agreement;
7.1.2.  All modifications, alterations or additions to the Software, if any, have been made by Licensor or Licensor’s authorized representative; and
7.1.3.  Customer has not made or caused to be made modifications, alterations or additions to the Software that cause it to deviate from the Documentation or its specifications.

7.2.  EXCEPT AS SET FORTH ABOVE, LICENSOR MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SOFTWARE, THE DOCUMENTATION OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. SPECIFICALLY, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL PERFORM IN AN UNINTERRUPTED MANNER. TO THE MAXIMUM EXTENT ALLOWED BY LAW, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF LICENSOR HAD BEEN INFORMED OF SUCH PURPOSE) WITH RESPECT TO THE SOFTWARE, WORK PRODUCT, DOCUMENTATION AND SUPPORT SERVICE OR THE USE OF ANY OF THE FOREGOING.
7.3.  IN NO EVENT WILL LICENSOR OR ITS SUBCONTRACTORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR SAID SERVICES WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
7.4.  LICENSOR’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM LICENSOR’ NEGLIGENCE, SHALL IN NO EVENT BE GREATER THAN (A) IN THE EVENT SUCH DAMAGE IS NOT RELATED TO MAINTENANCE SERVICE, (I) FOR SUBSCRIPTION LICENSES, THE LICENSE FEE FOR SUCH SUBSCRIPTION LICENSES PAID BY CUSTOMER IN THE TWELVE MONTHS PRIOR TO THE EVENT CAUSING SUCH LIABILITY OR (II) FOR ALL OTHER LICENSES, THE LICENSE FEE SPECIFIED IN THE RELEVANT SCHEDULE RELATED TO THE PARTICULAR SOFTWARE PROGRAM WHICH CAUSED THE DAMAGE OR LOSS OR (III) THE SERVICE FEE SPECIFIED IN THE RELEVANT STATEMENT OF WORK WHICH CAUSED THE DAMAGE OR LOSS, OR (B) IN THE EVENT SUCH DAMAGE OR LOSS IS RELATED TO MAINTENANCE SERVICE, THE ANNUAL SERVICE FEES PAID BY CUSTOMER FOR THE THEN CURRENT MAINTENANCE SERVICE TERM.
7.5.  No employee, agent, representative or affiliate of Licensor has authority to bind Licensor to any oral representations or warranty concerning the Software. Any written representation or warranty not expressly contained in this Agreement will be void and unenforceable.

8. Assignment / Binding Agreement

Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of Licensor. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Notwithstanding the foregoing, no transfer or assignment of Customer’s rights hereunder shall be effective unless and until (1) Customer has paid and remains current on all amounts due hereunder, and (2) the purported assignee agrees in writing to be bound by all of the obligations of Customer hereunder.

9. Confidentiality

Each Party acknowledges that the Confidential Information constitutes valuable trade secrets and each party agrees that it shall use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent. Each party (as such, a “Receiving Party” agrees to exercise due care in protecting the Confidential Information of the other (as such, a “Disclosing Party”) from unauthorized use and disclosure. However, neither party bears any responsibility for safeguarding any information that it can document in writing (i) is in the public domain through no fault of its own, (ii) was properly known to it, without restriction, prior to disclosure by Disclosing Party, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by Receiving Party without use or reference to Disclosing Party’s Confidential Information or (v) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party provides to Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure.

10. Remedies

Except as provided in Sections 7.4 and 8, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. Without limiting the foregoing, in the event of actual or threatened breach of the provisions of Section 2 or Section 11, the non-breaching party will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual damage.

11. Notice

Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered mail, return receipt requested, (c) sent by overnight courier, or (d) by email, in each case forwarded to the appropriate address set forth above with all costs prepaid. Either party may change its address for notice by written notice to the other party. Notices will be considered to have been given (a) at the time of actual delivery in person, (b) three (3) business days after posting by mail as set forth above, (c) one business day after delivery to an overnight courier service or (d) the moment of transmission by facsimile.

12. Miscellaneous

12.1.  Force Majeure. Neither party will incur any liability to the other on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond its control and without negligence of the parties. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions, but the ability to meet financial obligations is expressly excluded.
12.2.  Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed to be deemed a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.
12.3.  Severability. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
12.4.  Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
12.5.  Standard Terms of Customer. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Customer may use in connection with the procurement of Software or provision of any services hereunder will (i) have any effect on the rights, duties or obligations of the parties hereunder, or (ii) otherwise modify, amend or add language to this Agreement, regardless of any failure of Licensor to object to such terms, provisions, or conditions.
12.6.  Public Announcements/Publicity. Customer and Licensor agree to cooperate regarding public relations activities, including public announcements, joint press releases, and other activities, which consent shall not be unreasonably withheld.
12.7.  Headings. Headings herein are for convenience of reference only and shall in no way affect the interpretation of the Agreement.
12.8.  Applicable Law/Language. This Agreement will be interpreted and construed pursuant to the laws of the State of Texas and the United States without regard to conflicts of laws and provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. In the event of any dispute between the parties under this Agreement or any Schedule, Customer agrees to submit to the exclusive personal jurisdiction of the courts of the State of Texas. Notwithstanding any of the foregoing, Licensor shall have the right to seek injunctive relief in any court of competent jurisdiction. The parties agree that the official language of this Agreement and any related documents is English. In the event of a conflict between a non-English version of Agreement or any related documents (even if prepared or executed in that language), then the official English translation shall prevail.
12.9.  Attorney’s Fees. Should Licensor be required to bring any action to enforce its rights under this Agreement, then in addition to all other remedies available to it, Licensor is entitled to payment of all costs and attorney’s fees expended in enforcing its rights under this Agreement.
12.10.  Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same Agreement.
12.11.  Governmental Usage. To the extent the Software is to be made available for use by any U.S. Government Agency, all software programs and/or documentation shall be deemed “commercial computer software” and is provided to the U.S. Government Agency subject to the limitations set forth in this Agreement. Notwithstanding, this Software and/or the documentation is provided to the U.S. Government Agency with RESTRICTED RIGHTS and its supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to the restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or the successor as appropriate. The Manufacturer is Gluent, Inc., 1701 N Market St #330, Dallas, TX 75202.