CABUZTIME EMPLOYEE TIMEKEEPING AGREEMENT
END-USER LICENSE AGREEMENT
IMPORTANT ` READ CAREFULLY: This End-User License Agreement for Cabuz Corporation ("EULA") is a legal agreement by and between you (either an individual or a single legal entity) ("Client" or "you") and Cabuz Corporation ("Cabuz") (whether purchased directly from Cabuz or through a Cabuz distributor) for the CABUZTIME Timesheet Service delivered with the EULA and ordered and purchased by Client identified in the Order Form ("Service" or "Services"). The Service includes use of the CABUZTIME Timesheet computer software and also any printed materials and online or electronic documentation, all copies, and any modified versions, fixes, patches, and Modification(s) (as defined herein) of the Service, but excludes any third party applications and consulting services. Client agrees that this EULA is enforceable against it the same as any written, negotiated contract signed by Client. If Client does not agree to the terms of this EULA, it is not authorized to, and it shall not, access, download, install, or use the Service.
Section A: Order Form
An Order Form is a separate document in either tangible or electronic form that specifies the Client's initial and/or subsequent Subscription to the Services, including number of Authorized Users (if applicable), fees, and applicable terms and conditions specific to the order, which will be governed by this EULA unless otherwise explicitly stated in such Order Form and that lists the Services ordered. For Clients purchasing through a Cabuz distributor, Section A may be replaced by an order form from or purchase order to that distributor.
Section B: General Terms and Conditions
1. Subscription Service. Subject to payment of any applicable Subscription Fees, Cabuz grants Client and its Authorized Users a non-exclusive, non-transferable, non-sublicenseable right to access and use a website (the "Website") for the purposes of Client's streamlined use of the CabuzTime Timesheet Service in accordance with the terms of this EULA ("Service"). "Subscription" means the right of a Client and its Authorized Users to access the Services during the Subscription Period. "Subscription Fees" means the fees that Client has agreed to pay for Services pursuant to an Order Form. "Subscription Period" means the period during which Client may use the Services, as specified in the Order Form. Client shall have no right to receive any object code or source code relating to the Service. Client grants Cabuz a non-exclusive, non-transferable right to access and use Client data as reasonably required to provide the Service to Client and its Authorized Users. Client may not copy or incorporate portions of any Cabuz documentation or "screen shots" of the Service.
2.1 User IDs. Upon payment of the Initial Invoice as set forth in Clause 6.1, Cabuz shall provide Client an administrative user ID and password to access the Website ("Administrative User"). The Administrative User is a specially appointed employee of Client with certain privileges and obligations with respect to the Services and shall be responsible for the set-up and administration of all user IDs and passwords available for Client's employees ("Authorized Users") (collectively with Administrative User ID and password referred to as "Client User IDs and Passwords"). Client agrees to secure all Client User IDs and Passwords created by it and not to allow any person other than the Authorized Users to use the Client User IDs and Passwords to access the Website. Authorized Users are individuals who are authorized by Client in accordance with this EULA to access and use the Services and may also include individuals who are independent contractors and have the same contactEmail domain as Client, to the extent that such independent contractors access and use the Service solely to support the internal operations of Client. Client agrees that Cabuz shall not be responsible for any damages or loss resulting from Client's failure to maintain the confidentiality of its Client User IDs and Passwords. Client expressly agrees that its use of the Website and/or Service is at its own risk. Neither Cabuz nor any of its officers, managers, employees, agents, contractors, affiliates, owners, information providers, licensors, or other suppliers providing data, information or services, warrants that the Website, the Service, or any services provided through the Website will be uninterrupted or error-free; nor does Cabuz make any representation or warranty as to the results that may be obtained from the use of the Website. Cabuz will not be responsible for transmission errors, corruption of data, or security of data during transmission via public telecommunications facilities, including the internet. Client understands that neither the Website nor the Service is one hundred percent (100%) fault-tolerant. The Service is not designed or intended for use in any situation where failure or fault of any kind of the Service could lead to death or serious bodily injury or any person, or to severe physical, property, or environmental damage ("High Risk Use"). Client is not licensed to use the Service in, or in conjunction with, any High Risk Use. High Risk Use is strictly prohibited.
2.2 Right to Block Access. Cabuz reserves the right to block access to the Website for any reason, including, without limitation, the following: (i) backing up the Website; (ii) maintaining the Website; (iii) updating the Website; (iv) maintaining or restoring security to the Website if Cabuz believes Client's User IDs and Passwords have been or may be obtained or are being or may be used by an unauthorized person; or (v) maintaining the general security and/or integrity of the Website, its data and/or services.
3. Client Access Restrictions. Client agrees to use the Website solely for its internal business purposes. Client shall in no case use the Website (i) to transmit materials containing viruses or other malicious, harmful or deleterious code, files, scripts, agents or programs; (ii) to attempt to gain unauthorized access to the Website, computer systems, networks, or data related to the Website; or (iii) to interfere with or disrupt security, the integrity or performance of the Website or the data contained herein.
4. Client Obligations. Client is responsible for acquiring and maintaining access to the Internet (including but not limited to using an adequate web browser) in order to access and use the Website and Service. Cabuz shall not be liable for any failure of or interruption(s) to such access and use resulting from failure or impairment of any network, software, web browser, or equipment not under control of Cabuz. Client shall be solely responsible for obtaining and maintaining all hardware and software necessary to access and use the Website and Service. The specific minimum software, hardware, and/or Internet connection requirements are available from Cabuz upon request. Client is responsible for all activities that occur under Client User IDs and Passwords. Client shall (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of Client data used with or through the Website; (ii) use commercially reasonable efforts to prevent unauthorized access or use of the Website and notify Cabuz immediately of any such unauthorized use; (iii) comply with all local, state, federal and foreign laws in using the Website; and (iv) implement the software required by any Modifications pursuant to Clause 7; and (v) install, maintain and use systems, equipment, workstations, communication lines and encryption software required to access and maintain compatibility with the Website.
5. Cabuz Obligations. Cabuz shall (i) use commercially reasonable efforts to maintain the security of the Website; and (ii) use commercially reasonable efforts to make the Website generally available subject to: (a) scheduled down time or (b) down time caused by circumstances beyond Cabuz' reasonable control.
6.1 Client agrees to pay for the Subscription received from Cabuz for the Subscription Period. Client shall receive an invoice upon execution of this EULA reflecting charges for access to the Website between the date this EULA is agreed to by checking the checkbox below ("Effective Date") and the first day of the subsequent month ("Initial Invoice"). Access to the Website shall be granted on a monthly subscription basis ("Monthly Subscription") or for the Subscription Period. If Monthly Subscription, monthly invoices for each subsequent month shall be submitted to Client and are payable in full within ten (10) days after Client's receipt. All amounts shall be payable in U.S. dollars. Client agrees that all fees are non-refundable, and until and unless Client terminates this EULA pursuant to Clause 13 hereof, Client will be billed on a recurring basis. Client agrees that if it is paying by credit card, prepayments will be billed and charged automatically, and that Cabuz reserves the right to apply the amount due to the provided card at any time. Prices are subject to change in any subsequent subscription month upon prior written notice to Client.
6.2 Client further agrees that a late payment fee of 10% of the total outstanding balance (or maximum allowable by law, whichever is less) may be assessed if payment is not received by the due date. If a payment remains past due for more than 30 days, an interest fee of 18% APR of the total outstanding balance (or maximum allowable by law, whichever is less) may be applied. Client agrees to pay any and all collection fees or costs and a reasonable attorney's fee should Cabuz, in its sole discretion, choose to retain an attorney for any matter arising out of this EULA.
6.3 Client is solely responsible for the payment of any taxes (including sales or use taxes, intangible taxes and property taxes) resulting from its acceptance of the license and its possession and use of the Website. Cabuz reserves the right to have Client pay any such tax as it falls due to Cabuz for remittance to the appropriate authority. Client agrees to hold harmless and indemnify Cabuz from all claims and liability arising from its failure to report or pay such taxes. Client shall not deduct from payments to Cabuz any amounts paid or payable to third parties for taxes, duties, etc., however designated. Client shall not engage in self-help remedies.
6.4 In the event Client needs to add additional Authorized Users beyond the number subscribed for in this EULA during the term of this EULA, Client shall notify Cabuz in writing (or e-mail) of the request, stating the number of additional Authorized Users desired. The price for the additional Authorized Users shall be the difference between the current fee and the fee applicable for the new total number of Authorized Users. The increase shall be reflected in the following month's invoice.
7. Modification or Additions to the Service or Website. From time to time, Cabuz may upgrade, amend, enhance, modify, improve, and/or discontinue aspects of its service and software (each, a " Modification") that may require Client to download and/or install additional software. Client must possess a valid license to the Service in order to use the Modification. All Modifications are provided to Client on a license exchange basis and are subject to all of the terms and conditions of the EULA provided with the latest version of the Service. By using a Modification, Client (i) agrees to voluntarily terminate its right to use any previous version of the Service, except to the extent that the previous version is required to transition to the Modification; and (ii) acknowledge and agree that any obligation that Cabuz may have to support the previous version(s) of the Service will end upon the availability of the Modification. If a Modification is available, Client will take prompt action to install such Modification as directed by Cabuz. If Client fails to do so, it acknowledges that the Service may not work correctly or that it will not be able to take advantage of all of the Service's available features. In such event, Cabuz will not be liable for any additional costs Client incur as a result of its failure to install such Modification. Cabuz shall send notice to Client (which may be given via electronic mail or in writing) that a Modification is scheduled to occur. Client shall use commercially reasonable efforts to implement the new software called for by the Modification within thirty (30) days of the effective date given in the notice of Modification. Failure to effect or implement the necessary changes by the expiration of the thirty-day period may result in a failure of the Service, or termination of access to the Website by Cabuz. Cabuz disclaims any responsibility or liability resulting from use of the Website or Service by Client if Client fails to make the required changes or implementation prior to expiration of the thirty-day period.
8.1 License. Provided Client is not in breach of any term or condition of this EULA, Cabuz hereby grants Client a limited, personal, non-exclusive, non-transferable, non-sublicenseable, revocable right to access and use the Website, in object code form only, strictly for its internal business use and strictly in accordance with the terms of this EULA . Client assumes full responsibility for the selection of the Service to achieve its intended results, and for the installation, use and results obtained from the Service. Client shall not, and shall not authorize anyone else to, use, re-use, modify, copy, license, transfer, publish, or make derivative works based on the Service or Website, or merged portion, in whole or in part; disassemble, decompile or reverse engineer the Service or Website or any part thereof; sell, rent, license, sublicense, lease, lend, or otherwise transfer or make available the Service or Website, or any copy, modification, or merged portion thereof, to any other company, entity, or persony; or create links to or from the Website or frame any of the contents of Cabuz's website, including that content which forms any part of the Website, except for the sole purpose of internal use by Authorized Users. Client shall not work around any technical limitations within the Website or circumvent, or authorize anyone else to circumvent, any license mechanism within the Website or the licensing policy. Client shall not, and shall not authorize anyone else to, use or view the Website or Service for any purposes competitive with those of Cabuz. Client shall not, and shall not authorize anyone else to, use the Website or Service except as expressly set forth in this EULA. Client shall not, and shall not authorize or allow anyone else to, publish to a third party any results of benchmark tests run on the Website or Service. Unless otherwise specifically permitted in writing by Cabuz, use of the Website or Service outside the country licensed is strictly prohibited.
8.2 Intellectual Property Ownership and Reservation of Rights. THE SERVICE AND WEBSITE ARE PROPRIETARY PRODUCTS OF CABUZ AND ADDITIONAL THIRD PARTIES (IF APPLICABLE) AND ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL TREATIES. TITLE TO THE SERVICE, WEBSITE, AND ANY SOFTWARE PRODUCT(S) AND ALL COPIES, MODIFICATIONS, AND MERGED PORTIONS THERETO SHALL AT ALL TIMES REMAIN WITH Cabuz AND SUCH THIRD PARTIES (IF APPLICABLE). Use of the Website and Service are licensed, not sold, pursuant to this EULA. Cabuz (and additional third parties, as applicable) retain all right, title, and interest in and to the Website, Service, and software products, including, but not limited to, all Intellectual Property (including, without limitation, patents, trademarks, copyrights, inventions, whether registrable or not, trade secrets, concepts, ideas, methods, techniques, formulae, algorithms, logic designs, screen displays, schematics, and source and object code computer programs) rights. Client acknowledges that in providing the Website, Cabuz uses (i) the Cabuz and CabuzTime name, logo and domain name; (ii) certain methodology, information, documents, software and other works of authorship; (iii) other technology, software, hardware, products, processes, techniques, designs, inventions, trade secrets, and other tangible and intangible technical material or information; and (iv) the Service and Website (collectively, "Cabuz Proprietary Information"). Cabuz Proprietary Information is the exclusive property of Cabuz, contains valuable trade secrets and confidential information of Cabuz and is covered by intellectual property rights owned or licensed by Cabuz. Except as expressly set forth in this EULA, no license or other rights in the Cabuz Proprietary Information are granted to Client, and all such rights and any other rights not expressly granted to Client by this EULA are expressly reserved.
8.3 Copyright. All content on the Website, including, without limitation, text, graphics, layout, images, icons, logos, button, and software is protected by copyright and is the property of Cabuz or licensed to the Website by content providers, except Client trademarks placed on the Website by Cabuz. The Website, or any portion thereof, content other than Client Content (hereinafter defined), may not be reproduced, copied, duplicated, sold, resold, or otherwise exploited for any purpose unless expressly permitted in writing by the Website.
8.4 Confidentiality. Client understands that Cabuz possesses information and data, including, without limitation, Intellectual Property, that was developed, created or discovered by Cabuz, or which has become known to or has been conveyed to Cabuz, which has commercial value in Cabuz' day-to-day business ("Confidential Information"). Cabuz considers such Confidential Information to be proprietary and confidential. Client agrees to treat and maintain as proprietary and confidential Cabuz' Confidential Information and any information or data provided by Cabuz, in whatever form as it would treat its own proprietary and confidential information and data, but in any event, no less that with reasonable care, and to comply with all license requirements, copyright, patent, trademark, and trade secret laws as they may pertain to any of Cabuz' Confidential Information. Additionally, Client agrees to limit any disclosure of Confidential Information to its employees who have a need to know and Client agrees to protect the data and other Confidential Information obtained from the Website from unauthorized disclosure, use or reproduction.
9. Client Content. Client acknowledges that Client is solely responsible for data entered into the any field within the Website ("Client Content") and that the security of Client's accounts is solely Client's responsibility. Cabuz does not exercise any control over any Client Content nor does it warrant the accuracy, timeliness or appropriateness for any particular purpose of any Client Content. Cabuz shall have no liability for loss of data or documentation, it being understood that Client is responsible for backup precautions. Client further agrees that if Client believes the security of any account(s) has been compromised in any way, Client will notify Cabuz immediately by telephone at 256-434-1325. Client agrees that if any security violations are believed to have occurred in connection with Client's accounts, Cabuz has the right to suspend access to the account pending an investigation and resolution. Client also acknowledges that Cabuz has the right to cooperate in any government or legal investigation regarding any aspect of Cabuz's services.
10. Warranties, Disclaimers, and Remedy by Cabuz.
10.1 Warranties. Each party represents and warrants that it has the authority to enter into this EULA.
10.2 Disclaimer of Warranties. THE WEBSITE AND SERVICES, DATA AND INFORMATION PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND CABUZ MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CABUZ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CLIENT SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER CLIENT NOR ANY OF ITS AGENTS OR EMPLOYEES SHALL MAKE OR PASS ON, ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION ON BEHALF OF CABUZ OR ITS LICENSORS TO ANY THIRD PARTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CABUZ, ITS AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND CLIENT MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
10.3 In the event the Website or Service is, in Cabuz' opinion, likely to or becomes the subject of a claim of infringement of any duly issued U.S. Intellectual Property or other proprietary rights of a third party, Cabuz may, at its sole option and expense (a) procure for Client the right to continue using the Website or Service (b) modify the Service to make it non-infringing, but functionally the same; or (c) replace the Service with another Service that is non-infringing, but functionally the same.
11. Limitation on Liability. CLIENT ASSUMES FULL AND COMPLETE LIABILITY FOR ITS USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CABUZ HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS ASSOCIATED WITH IMPLEMENTATION, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CABUZ' ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO CABUZ FOR THE SERVICE FOR THE PRECEDING TWELVE (12) MONTHS AT THE TIME THE INITIAL EVENT GIVING RISE TO THE CLAIM OCCURS. NO ACTION ARISING OUT OF THIS EULA MAY BE BROUGHT BY CLIENT MORE THAN ONE (1) YEAR AFTER THE DATE THE CAUSE OF ACTION AROSE. IF ANY PART OF THIS CLAUSE IS HELD INVALID, THEN CABUZ LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
12. Support. Cabuz's support of the services provided hereunder is limited to support for the Administrative User only by calling 256.434.1325 or via contactEmail at firstname.lastname@example.org. Cabuz will offer support only for the most current version of the Website issued by Cabuz from time to time.
13. Term and Termination.
13.1 Term of Agreement. The term of this EULA shall commence on the Effective Date and shall remain in effect until terminated as set forth herein.
13.2 Termination. Either party may terminate this EULA without cause if written notice of non-renewal is provided to the other party at least thirty (30) days before service is to end. Either party may terminate this EULA for cause if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If Client (i) defaults in its payment of any undisputed sum of money under this EULA or a related agreement, (ii) breaches the use restrictions of this EULA, or (iii) defaults in the performance of any of its other obligations hereunder which default is not cured within fifteen (15) days following written notice of such default, then Cabuz may, upon written notice to Client : (a) terminate this EULA, (b) declare all amounts due and to become due immediately due and payable, and/or (c) require Client to provide a guarantee or prepay its Subscription Fees. Upon termination, Cabuz shall deactivate Client User IDs and Passwords and block access to the Website. Cabuz shall not be liable or have any responsibility for discontinuing service or any lack of prior notification thereof.
13.3 Survival. The following provisions shall survive termination of this EULA. Clauses 6, 8.2, 8.3, 8.4, 9, 10, 11 and 14.
14.1 Relationship of the Parties. This EULA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. At all times, the parties shall be considered independent contractors.
14.2 No Benefit to Others. The representations, warranties, covenants, and agreements contained in this EULA are for the sole benefit of the parties and their respective successors and permitted assigns, and they are not to be construed as conferring any rights on any other persons.
14.3 Notices. Except as expressly provided herein, all notices under this EULA shall be in writing (or e-mail) and shall be delivered to the addresses notified by the parties to each other by a means evidenced by a delivery receipt, facsimile or U.S. Mail. Notice shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) 48 hours after sending by confirmed facsimile; or (iv) 48 hours after sending by U.S. Mail. Notices to Cabuz shall be addressed to the attention of Corporate Counsel at 11247 S. Memorial Parkway, Huntsville, AL 35803, or such other address as may be designated by notice hereunder. Notices to Client are to be addressed to the attention of the signer at the address set forth above or such other address as may be designated by notice hereunder.
14.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
14.5 Severability. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, the provision shall be changed by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this EULA shall remain in effect.
14.6 Assignment. Client may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of Cabuz. Any attempt by a Client to assign its rights or obligations under this EULA in breach of this Clause 14.6 shall be void and of no effect. Subject to the foregoing, this EULA shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempt by Client to sublicense, assign, or transfer the license or the Service without Cabuz' prior express written consent is void.
14.7 Governing Law. This EULA shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of Alabama, without regard to its conflict of laws provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the conflict of law rules of any jurisdiction are specifically excluded from application to this EULA. Client agrees that any dispute between Cabuz and Client arising out of this EULA or Client's use of the Website shall be instituted in the Circuit Court for Madison County, Alabama, United States or the United States District Court for the Northern District of Alabama, Northeastern Division. Client and Cabuz agree to submit to the jurisdiction of and agree that venue is proper in these courts for any such legal action or proceedings.
14.8 Export Restrictions. Client shall comply with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Client operates or does business. Client represents and warrants that it is not located in a country that is subject to a U.S. Government embargo and that it is not listed on any U.S. Government list of prohibited or restricted parties. Client agrees that it shall not export or re-export any software product to or allow use of any software product by any person or entity listed on any United States government denial list; or to or by any entity that Client knows, or has reason to know, the end use of the Service or any software product is related to the design, development, production, or use of missiles, chemical, biological, or nuclear weapons, or other unsafeguarded or sensitive nuclear uses ; or to or by any entity Client knows, or has reason to know, that an illegal reshipment will take place.
14.9 Indemnification by Client. Client agrees to hold harmless and indemnify Cabuz for any causes of action, claims, costs, expenses and/or damages resulting to Cabuz from a breach by Client or any Authorized Users of any of the limitations or prohibited actions set forth in this EULA.
14.10 Amendment. This EULA may be amended by mutual written consent. Notwithstanding the above, Cabuz may amend any legal notice posted on the Website, and Client's continued use of the Website constitutes its agreement to those modified notices, except to the extent any such notices conflict with the terms of this EULA.
14.11 Force Majeure. Under no circumstances shall Cabuz be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light or air conditioning.
14.11 U.S. Government Rights. "U.S. Government" means the U.S. government, a U.S. government agency or entity, or an authorized non-governmental organization acting on behalf of the U.S. Government or a U.S. government agency or entity. The Service, including any software or infrastructure used to run the Service, are deemed to be "Commercial Items", "Commercial Components", and "Computer Database" as those terms are defined in 48 CFR 2.101. If the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier) for use by or for the benefit of the U.S. Government, then the Government's rights in the Service will be only as set forth in this EULA and in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense "DOD" acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). This U.S. Government Rights clause is in lieu of, and supersedes any other FAR, DFAR, or other clause or provision that addresses Government rights in the Subscriptions. The software product is unpublished and all rights are reserved under the Copyright Laws of the United States.
14.12 Injunctive Relief; Cumulative Remedies. Client acknowledges and agrees that a breach of this EULA by it could cause irreparable harm to Cabuz for which monetary damages may be difficult to ascertain or may be an inadequate remedy. Client agrees that Cabuz will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any breach of this EULA by it, and Client expressly waives any objection that Cabuz has or may have an adequate remedy at law with respect to any such breach. The rights and remedies set forth in this EULA are cumulative and concurrent and may be pursued separately, successively, or together.
14.13 Entire Agreement. This EULA and any amendments set forth the complete and exclusive statement of the agreement relating to the subject matter hereof and supersede all proposals or other prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof.
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