Terms of Use

Read this document carefully. If you are using JNetDirect, Inc.’s software for trial and/or evaluation purposes, then by selecting the “I AGREE” option before downloading you agree to bind yourself to the TRIAL EVALUATION SOFTWARE LICENSE TERMS AND CONDITIONS hereunder. If you have already purchased a license for JNetDirect, Inc.’s software, then by selecting the “I AGREE” option you agree to bind yourself to the LICENSED SOFTWARE TERMS AND CONDITIONS hereunder.

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TRIAL EVALUATION SOFTWARE LICENSE TERMS AND CONDITIONS

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PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS AGREEMENT DOES NOT SUPERSEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND JNETDIRECT.

This Trial Evaluation Software License Agreement (“Agreement”) is made between JNetDirect, Inc. (“JNetDirect”) and you, the customer (“Licensee”). The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any judicial proceeding which may involve the Agreement. This Agreement may not be modified except by a writing executed by both parties hereto.

1.1 Software. For the purpose of this Agreement, the licensed computer software program(s) downloaded and/or installed and the supporting documentation, including, without limitation, the Technical User Manual for such software and industry standard JDBC specifications relating to the operation of such software, will be referred to as the “Software.”

1.2 License. (a) Subject to the terms and conditions of this Agreement, the Software is licensed, not sold to Licensee by JNetDirect for an evaluation period of 30 days from the download or installation date ("Evaluation Period").

(b) Licensee may use the Software for its own internal evaluation and for no other purpose.

(c) Licensee’s opportunity for a free evaluation of the Software is limited to one Evaluation Period per release of a major version of the Software.

(d) There is no fee for Licensee’s use of the Software in accordance with this Agreement during the Evaluation Period, however, Licensee is responsible for any applicable shipping charges or taxes which may be incurred under this Agreement, and any fees which may be associated with usage beyond the scope permitted herein.

(e) Licensee acknowledges that it is downloading the Software with the intent to purchase a perpetual license to use the Software upon completion of a successful evaluation of such. A JNetDirect sales representative may contact Licensee after the download to discuss Licensee’s purchase of a perpetual license to use the Software.

1.3 Proprietary Rights and Restrictions. (a) The Software is the property of JNetDirect and its licensors. All rights, titles and interest in and to the Software, including all associated intellectual property rights, remain solely with JNetDirect. JNetDirect reserves all rights unless expressly granted in this Agreement.

(b) The Software is protected by United States and international copyright laws, as well as other intellectual property laws and treaties. The Software is licensed not sold. Licensee is prohibited hereunder to make any modifications, customizations, enhancements, improvements or changes to or derivative works based upon the Software. Licensee shall not, nor permit any third party to decompile, disassemble or reverse engineer all or any part of the Software.

(c) All trademarks and service marks of JNetDirect are protected by state, federal and international trademark laws. This Agreement does not grant Licensee any rights in connection with any trademarks or service marks of JNetDirect or its licensors.

(d) Licensee shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by JNetDirect in or on the Software.

1.4 Export Law Assurances. Licensee shall not export or re-export, or allow the export or re-export of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority.

1.5 Warranty Disclaimers; Limitation of Liability. (a) JNETDIRECT AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SOFTWARE AND IT IS LICENSED ‘‘AS IS.’’ THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT OR ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER JNETDIRECT NOR ITS LICENSORS WARRANT THAT THE SOFTWARE IS ERROR-FREE or has been designed, manufactured or is intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or weapons systems and disclaim any implied or express warranty to the contrary. NO AGENT OR REPRESENTATIVE OF JNETDIRECT HAS THE AUTHORITY TO CREATE ANY WARRANTY REGARDING THE SOFTWARE ON BEHALF OF JNETDIRECT.

(b) LICENSEE AGREES NOT TO USE THE SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR.

(c) LICENSEE ASSUMES ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE SOFTWARE. IN NO EVENT WILL JNETDIRECT OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND EXPENSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, LOSS OF DATA OR PROGRAMS, LOSS OF USE OF EQUIPMENT OR SERVICES OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF (I) THE USE OF OR DELAY OR INABILITY TO USE THE SOFTWARE (II) THE FAILURE TO PROVIDE SUPPORT SERVICES FOR THE SOFTWARE OR (III) THE PERFORMANCE OR NONPERFORMANCE OF ANY ASPECT OF THIS AGREEMENT, EVEN IF JNETDIRECT HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL JNETDIRECT’S OR SUCH OTHER PARTY’S CUMULATIVE LIABILITY FOR ANY DAMAGES OR LOSS TO LICENSEE OR ANY OTHER PARTY EXCEED THE PRICE PAID BY LICENSEE FOR THE SOFTWARE UNDER THIS AGREEMENT. NO ACTION MAY BE BROUGHT AGAINST JNETDIRECT LATER THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT.

1.6 Confidentiality. (a) Licensee agrees to keep secure JNetDirect’s Confidential Information and use its best efforts and take all reasonable steps to protect such Confidential Information from any use, reproduction, publication, disclosure, or distribution to third parties except as specifically authorized by this Agreement. Licensee shall promptly notify JNetDirect of any known or suspected unauthorized use or disclosure of JNetDirect’s Confidential Information and will cooperate with JNetDirect in any litigation brought by JNetDirect against third parties to protect JNetDirect’s Confidential Information and proprietary rights.

(b) “Confidential Information” means: (i) information of a proprietary or trade secret nature, including but not limited to the Licensed Software, whether in tangible or intangible form, and whether or not stored, compiled physically, electronically, graphically, photographically, or in writing; and (ii) information that that is clearly marked or identified with a legend indicating its confidential or trade secret nature, or that is disclosed orally and identified as confidential at the time of disclosure. Confidential Information does not include information which: (i) is or becomes part of the public domain through no fault of Licensee; or (ii) can be demonstrated by credible evidence to be either rightfully known to Licensee prior to the time of its disclosure, or to have been independently developed by Licensee; or (iii) is required to be disclosed pursuant to a duly authorized subpoena, court order, or government authority, provided that Licensee has provided prompt written notice and assistance to JNetDirect prior to such disclosure, so that JNetDirect may seek a protective order or other appropriate remedy to protect against disclosure.

1.7 Assignment. Licensee may not assign or transfer its rights and obligations under this Agreement without prior written approval by JNetDirect and any purported assignment or transfer without JNetDirect’s consent shall be null and void.

1.8 Injunctive Relief. Licensee hereby expressly agrees that JNetDirect, in addition to any other rights or remedies which JNetDirect may possess, shall be entitled to injunctive and other equitable relief without having to post bond or other security to prevent a material breach or continuing material breach of this Agreement.

1.9 Software Supplied to the Government. If Licensee is acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply: (a) if the Software is supplied to the Department of Defense (“DoD”), the Software is classified as ‘‘Commercial Computer Software’’ and the Government is acquiring only ‘‘restricted rights’’ in the Software and its documentation as that term is defined in DFARS 252.227-7013(c)(1); and (b) if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government’s rights in the Software and its documentation will be as defined in FAR 52.227-19(c)(2) or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

1.10 Survival. Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.8, 1.9, 1.10 and 1.13 shall survive termination of this Agreement for any reason whatsoever.

1.11 Term and Termination. This Agreement is effective for the term of the license grant unless sooner terminated, either through mutual written agreement by the parties or by Licensee’s material breach of the Agreement; provided, however, Licensee shall have ten (10) days from written notice by JNetDirect to cure any such breach, if curable. Upon any termination of this Agreement, Licensee must immediately destroy the Software and all copies thereof (including copies stored in computer memory) and any Confidential Information, and, if requested by JNetDirect, shall so certify to JNetDirect in writing in a form acceptable to JNetDirect.

1.12. Notices.

Any notice required to be delivered to any party shall be in writing and shall be deemed effective (i) when personally delivered to an officer of the receiving party; or (ii) five (5) business days after it is mailed, postage prepaid, registered or certified mail, postage prepaid, or two (2) business days after it is sent by one-day express mail, in either case addressed to the receiving party.

1.13 General. This Agreement will be construed under the laws of the Commonwealth of Virginia, exclusive of its conflict of law provisions. The parties hereto agree to submit to the jurisdiction of the courts of Fairfax County, Virginia, or if such courts do not have subject matter jurisdiction, then both parties agree to submit to the jurisdiction of the United States District Court for the Eastern District of Virginia, and whichever of those two courts has jurisdiction, each party waives any jurisdictional, venue or inconvenient forum objections to such court. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. The headings herein are stated for convenience only and are not to be construed as limiting or expanding the rights or obligations of the parties.

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LICENSED SOFTWARE TERMS AND CONDITIONS

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Read this Agreement carefully before proceeding. By selecting the “I Agree” option below, or by using or downloading this software, you agree to be legally bound by the terms and conditions of this Agreement, which govern your use of JNetDirect’S software. If you do not agree to these terms and conditions, DO NOT DOWNLOAD, INSTALL OR USE THE LICENSED SOFTWARE, AND IF APPLICABLE, click the Decline button below.

This Licensed Software Agreement ("Agreement") is made between JNetDirect, Inc. (“JNetDirect,” sometimes referred to as “we,” “us” or “our” in this Agreement) and the legal entity or person that has purchased a license to JNetDirect’s software (“Licensee,” sometimes referred to as “you” or “your” in this Agreement). JNetDirect and Licensee are referred to herein collectively as the “parties” or individually as a “party.”

1. Definitions

Capitalized terms used in this Agreement have the meaning assigned to them in this Agreement, an attached Appendix, or an Order Form provided by JNetDirect.

2. Licensed Software

For the purpose of this Agreement, the licensed computer software program(s) downloaded and/or installed and the supporting documentation, including, without limitation, the Technical User Manual for such software and industry standard JDBC specifications relating to the operation of such software, will be referred to as the “Licensed Software.”

3. Effective Date

This Agreement is effective on the Licensed Software purchase date (“Effective Date”) and supersedes all prior agreements between the parties granting limited licenses of evaluation versions of the Licensed Software.

4. License Grant.

Subject to the terms and conditions of this Agreement, JNetDirect grants Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Software to connect to Microsoft SQL Server database you own or license for your internal business (“License”). Such use shall include loading the Licensed Software in the temporary memory (e.g., RAM) of a computer, the installation of the Licensed Software on the permanent memory of a computer (e.g., hard disk, etc.), and the operation of the Licensed Software in accordance with the applicable supporting documentation. The number of SQL Server connections you are permitted to manage by using the Licensed Software under this License is programmed into a license key (the “License Capacity”).

5. License Restrictions.

(a) Site Restrictions. The Licensed Software may be installed only on computers that Licensee owns or leases, located at the site(s) described in an Appendix attached herto or the Order Form provided by JNetDirect in connection with the purchase of the License (the “Authorized Site(s)”). Licensee may change or add Authorized Sites with JNetDirect’s prior approval; however, the addition of Authorized Sites may result in additional fees.

(b) Consultants. Third-party consultants who will install, configure, or integrate the Licensed Software for you may use the Licensed Software subject to the terms and conditions of this Agreement, provided that any such consultant may only use the Licensed Software in the course of providing its consulting services, and shall be bound by a confidentiality agreement with you that protects JNetDirect’s Confidential Information.

(c) Other Shared Uses. The Licensed Software is for Licensee’s internal business purposes only. Licensee shall not use the Licensed Software for the benefit of any third party, including without limitation, in a commercial timesharing arrangement, rental or in the operation of a service bureau. Licensee may not resell, lease, loan, sublicense or otherwise transfer the Licensed Software to any third party.

(d) Capacity Restrictions. Licensee agrees to use the Licensed Software within the License Capacity that you have purchased and as programmed in your license key.

(e) Reverse Engineering and Modifications. Licensee may not, nor permit any third party to decompile, disassemble or reverse engineer any executable code or any other code or software components provided as part of the Licensed Software.

6. Ownership of the Licensed Software; Proprietary Rights.

(a) The Licensed Software is the property of JNetDirect and its licensors. All rights, titles and interest in and to the Licensed Software, including all associated intellectual property rights, remain solely with JNetDirect. JNetDirect reserves all rights unless expressly granted in this Agreement.

(b) The Licensed Software is protected by United States and international copyright laws, as well as other intellectual property laws and treaties. The Licensed Software is licensed not sold. Licensee is prohibited hereunder to make any modifications, customizations, enhancements, improvements or changes to or derivative works based upon the Licensed Software

(d) Licensee shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by JNetDirect in or on the Licensed Software and shall ensure that all such notices are included on all copies of the Licensed Software.

7. Verification.

Upon reasonable notice to Licensee, JNetDirect has the right to periodically audit Licensee’s use of the Licensed Software to ensure such use is in compliance with the License and License Capacity. All audits will be conducted during regular business hours. As an alternative, in JNetDirect’s sole discretion, JNetDirect may require Licensee to complete a self-audit questionnaire in a form that JNetDirect will provide. If an on-site audit or self-audit discloses unlicensed use of our products, Licensee must purchase a license for Licensee’s unauthorized use. If a License Capacity shortage of 5% or more is disclosed, Licensee must also reimburse JNetDirect for any costs it incurred in conducting the audit.

8. Support Services.

Any technical support services purchased by Licensee will be provided under and subject to separate terms and conditions between the parties, as described in the order process with JNetDirect.

9. License Fees.

Licensee agrees to pay the License fees in accordance with this Agreement, and any attached Appendix and Order Form provided by JNetDirect. All such fees are net of any value added tax or any other taxes, duties or government charges, which Licensee also agrees to pay, or to reimburse JNetDirect, if JNetDirect pays them.

10. Term.

The term of this Agreement begins on the Effective Date, and continues until terminated.

11. Termination.

(a) JNetDirect may terminate this Agreement, in whole or in part, upon Licensee’s material breach of this Agreement, if Licensee fails to correct such breach within thirty (30) days of JNetDirect’s written notice describing such breach in reasonable detail.

(b) Licensee may terminate this Agreement upon JNetDirect’s material breach of this Agreement, if JNetDirect fails to correct such breach within thirty (30) days of Licensee’s written notice describing such breach in reasonable detail.

(c) Either party may immediately terminate this Agreement if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or has wound up or liquidated its business, voluntarily or otherwise.

12. Obligations upon Termination.

Upon termination of this Agreement, the rights and licenses granted to Licensee pursuant to this Agreement will automatically terminate and Licensee shall immediately cease all use of the Licensed Software. Within thirty (30) days of termination of this Agreement, Licensee shall destroy or return to JNetDirect any and all copies of the Licensed Software and Confidential Information, and, if requested by JNetDirect, shall so certify to JNetDirect in writing in a form acceptable to JNetDirect.

13. Confidentiality.

(a) Licensee agrees to keep secure JNetDirect’s Confidential Information and use its best efforts and take all reasonable steps to protect such Confidential Information from any use, reproduction, publication, disclosure, or distribution to third parties except as specifically authorized by this Agreement. Licensee shall promptly notify JNetDirect of any known or suspected unauthorized use or disclosure of JNetDirect’s Confidential Information and will cooperate with JNetDirect in any litigation brought by JNetDirect against third parties to protect JNetDirect’s Confidential Information and proprietary rights.

14. Warranty Disclaimers; Limitation of Liability.

(a) JNETDIRECT AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE LICENSED SOFTWARE AND IT IS LICENSED ‘‘AS IS.’’ THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT OR ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER JNETDIRECT NOR ITS LICENSORS WARRANT THAT THE LICENSED SOFTWARE IS ERROR-FREE OR HAS BEEN DESIGNED, MANUFACTURED OR IS INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS AND DISCLAIM ANY IMPLIED OR EXPRESS WARRANTY TO THE CONTRARY. NO AGENT OR REPRESENTATIVE OF JNETDIRECT HAS THE AUTHORITY TO CREATE ANY WARRANTY REGARDING THE LICENSED SOFTWARE ON BEHALF OF JNETDIRECT.

(b) LICENSEE AGREES NOT TO USE THE LICENSED SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A LICENSED SOFTWARE ERROR.

(c) LICENSEE ASSUMES ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE LICENSED SOFTWARE. IN NO EVENT WILL JNETDIRECT OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED SOFTWARE BE LIABLE FOR SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND EXPENSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, LOSS OF DATA OR PROGRAMS, LOSS OF USE OF EQUIPMENT OR SERVICES OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF (I) THE USE OF OR DELAY OR INABILITY TO USE THE LICENSED SOFTWARE (II) THE FAILURE TO PROVIDE SUPPORT SERVICES FOR THE LICENSED SOFTWARE OR (III) THE PERFORMANCE OR NONPERFORMANCE OF ANY ASPECT OF THIS AGREEMENT, EVEN IF JNETDIRECT HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL JNETDIRECT’S OR SUCH OTHER PARTY’S CUMULATIVE LIABILITY FOR ANY DAMAGES OR LOSS TO LICENSEE OR ANY OTHER PARTY EXCEED THE PRICE PAID BY LICENSEE FOR THE LICENSED SOFTWARE UNDER THIS AGREEMENT. NO ACTION MAY BE BROUGHT AGAINST JNETDIRECT LATER THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT.

15. Governing Law; Severability.

This Agreement will be governed and interpreted under the laws of the Commonwealth of Virginia, exclusive of its conflict of law provisions. The parties hereto agree to submit to the jurisdiction of the courts of Fairfax County, Virginia, or if such courts do not have subject matter jurisdiction, then both parties agree to submit to the jurisdiction of the United States District Court for the Eastern District of Virginia, and whichever of those two courts has jurisdiction, each party waives any jurisdictional, venue or inconvenient forum objections to such court. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

16. Third Party Rights.

The warranties that JNetDirect has given you in this Agreement extend only to you, and not to your consultants, customers, or to the companies that supply your business with goods or services or that distribute your goods or services.

17. Severance.

If any provision of this Agreement is held to be illegal or unenforceable for any reason, then that provision will be deemed to be restated so that it may be enforced to the maximum extent permissible under law. The remainder of this Agreement will remain in full force and effect.

18. Notices.

19. Software Supplied to the Government.

If you are acquiring the Licensed Software on behalf of any unit or agency of the United States Government, the following provisions apply: (a) if the Licensed Software is supplied to the Department of Defense (“DoD”), the Licensed Software is classified as ‘‘Commercial Computer Software’’ and the Government is acquiring only ‘‘restricted rights’’ in the Licensed Software and its documentation as that term is defined in DFARS 252.227-7013(c)(1); and (b) if the Licensed Software is supplied to any unit or agency of the United States Government other than DoD, the Government’s rights in the Licensed Software and its documentation will be as defined in FAR 52.227-19(c)(2) or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

20. Assignment.

Licensee may not assign or transfer its rights and obligations under this Agreement without prior written approval by JNetDirect and any purported assignment or transfer without JNetDirect’s consent shall be null and void.

21. Independent Contractors.

Both parties are independent contractors for all purposes under this Agreement.

22. Compliance with Laws.

(a) Local Compliance; Export Restrictions. Licensee will, at its expense, obtain and maintain the governmental authorizations, registrations and filings that may be required under applicable laws to execute or perform this Agreement. Licensee shall comply with all applicable laws, regulations, executive orders and other restrictions governing the export, re-export or redistribution of software (“Export Restrictions”). Licensee agrees and certifies that the Licensed Software will not be given, sold, leased, licensed, or in any way made available to any person, business, entity, governmental unit, or government in or of any country which the United States Government, through the Department of Commerce or any other department, lists as a country to whom the distribution of the Licensed Software is prohibited by Export Restrictions. Licensee agrees to indemnify and hold harmless JNetDirect from any and all claims arising from Licensee’s failure to abide by the Export Restrictions, including any costs, expenses, charges, and attorneys’ fees that JNetDirect incurs as a result of any such claims.

(b) Unlawful Payments. Licensee will fully comply with the U.S. Foreign Corrupt Practices Act and not use any payment or other benefit derived from JNetDirect to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement, while knowing or having reason to know that any portion of this money, gift or thing will, directly or indirectly, be given, offered or promised to (i) an employee, officer or other person acting in an official capacity for any government or its instrumentalities or (ii) any political party, party official or candidate for political office. If an action is brought against JNetDirect claiming that Licensee violated the U.S. Foreign Corrupt Practices Act then Licensee will defend JNetDirect at Licensee’s expense including attorney fees and will pay all damages and costs finally awarded against JNetDirect in the action.

23. Injunctive Relief.

Licensee hereby expressly agrees that JNetDirect, in addition to any other rights or remedies which JNetDirect may possess, shall be entitled to injunctive and other equitable relief without having to post bond or other security to prevent a material breach or continuing material breach of this Agreement.

24. Survival.

Sections 2, 6, 9, 12, 13, 14, 15, 17 and 23 and all limitations and disclaimers, as well rights of action of either party against the other, or an undertaking that by its nature is required to be performed after the term of this Agreement, will survive the termination or expiration of this Agreement.

25. Entire Agreement.

This Agreement (including any attached Appendix and Order Form provided by JNetDirect) constitutes the entire agreement between JNetDirect and Licensee concerning the Licensed Software and your access to it, and supersedes all prior or contemporaneous oral and written understandings and agreements.

26. Headings

The headings and subheadings herein are stated for convenience only and are not to be construed as limiting or expanding the rights or obligations of the parties

By selecting the “I AGREE” option before downloading, you agree to bind yourself to this Agreement.