Terms & Conditions

This Levatas Software End User License Agreement ("EULA") sets forth your license rights and obligations with respect to Software provided by Levatas Inc. ("Levatas" or "we" or "us"). These terms constitute a legally binding agreement between you, the individual or entity who acquired a license to the Levatas software ("Customer" or "you") and Levatas. You must accept this EULA as a condition to downloading, installing, or using Software. If you do not accept this EULA, do not download, install, or use Software.

Your entitlement to licenses under this EULA may be evidenced in an Order Form, a confirmation, an invoice, or other proof of entitlement issued to you by Levatas or its authorized Reseller, including during an online purchase process (each of the foregoing, a "Proof of Entitlement" and together with any related agreement that is signed by both you and Levatas, the "Purchase Agreement"). Any capitalized terms shall have the meaning prescribed to them under this EULA, as applicable.

Software as provided to you may include features or functionality that you may not use unless you purchase an additional, optional license to such features and functionality. If you are a business entity and you purchased a license to Software from a third party ("Reseller"), this EULA governs your use of the Software, and any terms in your agreement with the Reseller that are inconsistent or contravene the terms of this EULA shall not apply. You acknowledge and agree that Reseller may only grant rights, and must pass through conditions, consistent with this EULA, and that any license rights given to you pursuant to Customer's separate agreement with the Reseller that are greater than the license rights in this EULA shall not apply.

These Terms and Conditions (the "Terms") are agreed upon and form part of the SOW executed and agreed upon by and between Levatas, Inc. and the Client.

1. OWNERSHIP AND LICENSE GRANT
   1. Levatas maintains and owns certain Levatas Intellectual Property and has the right to distribute, license, sub-license the Levatas Intellectual Property pursuant to this SOW. "Levatas Intellectual Property" means the License, the guides related to the Licenses provided by Levatas to the Client (the "Documentation"), all inventions, improvements, developments concepts, works of authorship, processes, methods, discoveries and other proprietary subject matter and intellectual property owned by Levatas or in which Levatas has a proprietary interest as of the Effective Date, and any and all enhancements and modifications thereof and derivative works of any of the foregoing, howsoever made, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. Levatas Intellectual Property also includes Aggregated Statistics (as defined herein) and any information, data, or other content derived from Levatas's monitoring of Client's access to or use of the License, but does not include Client Materials.
   2. Authorized User. "Authorized User" means Client's employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the License under the rights granted to Client pursuant to this SOW and (ii) for whom access to the License has been purchased hereunder. Except as otherwise permitted under Section 15(i), Authorized Users shall not mean customers of the Client.
   3. Ownership of and License.
      1. Provision of Access. Except as otherwise permitted under Section 15(i) and subject to and conditioned on Client's payment of Fees and compliance with all other terms and conditions of this SOW, Levatas hereby grants Client a world-wide, perpetual non-exclusive, non-assignable, non-sublicensable License during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. If required under any License, Levatas shall provide to Client the necessary passwords and network links or connections to allow Client to access the License.
      2. Restrictions on Use. Except upon the express written consent of Levatas, Client shall not, and shall not permit any Authorized User, or other third-party to: (i) copy, sublicense, distribute or adapt Levatas Intellectual Property or any License into any other media or derivative work, (ii) reveal components of Levatas Intellectual Property, or any License to third-parties for any reason other than the Client's intended use, (iii) access or use Levatas Intellectual Property, any License for the purpose of developing a competitive product or service or copying its features or user interface, (iv) use Levatas Intellectual Property, or any License, or permit them to be used by any third-party, for purposes of a competitive product evaluation (including but not limited to the distribution of any physical reports, printouts and exports of data generated or created by Client using any License, benchmarking or other comparative analysis (other than to consider the use of the System or any License by Client), (v) remove or alter any copyright or other proprietary notices/legends shown within the Levatas Intellectual Property, any License or any Deliverable, (vi) disassemble, decompile, or reverse engineer any License, or (vii) use the Levatas Intellectual Property or any License in a manner that violates any law or regulation applicable to Client or violates the rights of any third-party.
      3. Documentation. Except as otherwise permitted under Section 15(i) and subject to and conditioned on Client's payment of Fees and compliance with all other terms and conditions of this SOW, Levatas hereby grants Client a world-wide, perpetual non-exclusive, non-assignable, non-sublicensable License to the Documentation during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client's internal use.
      4. Reservation of Rights. Levatas reserves all rights not expressly granted to Client in this SOW. Except for the limited rights and License expressly granted under this SOW, nothing in this SOW grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Levatas Intellectual Property.
      5. Suspension. Levatas may suspend Client's and any Authorized User's access to any portion or all of the License if: (i) Levatas reasonably determines that (A) there is a threat or attack on any of the Levatas Intellectual Property; (B) Client's or any Authorized User's use of the Levatas Intellectual Property disrupts or poses a security risk to the Levatas Intellectual Property or to any other customer or vendor of Levatas; (C) Client, or any Authorized User, is using the Levatas Intellectual Property for fraudulent or illegal activities or in violation of this SOW; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Levatas's provision of the License to Client or any Authorized User is prohibited by applicable law or; (ii) any vendor of Levatas has suspended or terminated Levatas's access to or use of any Third-Party Products required to enable Client to access the License; (any such suspension described in subclause (i), (ii), or (iii), a "License Suspension"). Levatas shall use commercially reasonable efforts to provide written notice of any License Suspension to Client and to provide updates regarding resumption of access to the License following any License Suspension. Levatas shall use commercially reasonable efforts to resume providing access to the License as soon as reasonably possible after the event giving rise to the License Suspension is cured. Levatas will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a License Suspension.
      6. Aggregated Statistics. Levatas may monitor Client's or any Authorized User's use of the License and collect and compile Aggregated Statistics. As between Levatas and Client and its Authorized Users, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Levatas. Client acknowledges that Levatas may compile Aggregated Statistics based on Client Data input into the License. Client agrees that Levatas may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or Client's Confidential Information.
   4. Deliverables; Incorporated Levatas Intellectual Property. For purposes of this SOW, "Deliverables" means (i) any custom software (the "Software") created specifically for the Client (excluding any and all Licenses and Incorporated Levatas Intellectual Property) which are delivered; (ii) any physical reports, printouts and exports of data generated or created by Client using the Software or any License in accordance with this SOW and; (iii) any reports or other works of authorship created for Client by Levatas which are designated or defined as Deliverables in this SOW, but excluding, in all cases, Levatas Intellectual Property or a License. In consideration for the payment of all applicable Fees under this SOW, Levatas assigns to Client all right, title, and interest in and to the Deliverables (excluding Levatas Intellectual Property). Subject to Section 1(c)(ii), to the extent any Levatas Intellectual Property is incorporated into one or more Deliverables ("Incorporated Levatas Intellectual Property"), Levatas grants to Client a non-exclusive, perpetual, worldwide, fully paid up, and royalty-free right and license to reproduce, distribute, publish, sublicense, assign, create derivative works of, and otherwise use and exploit such Incorporated Levatas Intellectual Property in connection with and for the purpose of using and exploiting such Deliverables.
   5. Client Materials. To the extent the Client or its Authorized Users provide to Levatas any materials, software, data, abstracts, presentations, articles, content or other information relating to the business of Client (including but not limited to any Client Confidential Information) (collectively, the "Client Materials"), Client hereby grants Levatas a limited, nonexclusive, revocable, worldwide, fully paid up and royalty-free right to copy, display, modify and use the Client Materials solely to the extent necessary to configure, develop and deploy any Deliverable pursuant to this SOW. Any revocation made by the Client pursuant to this Section 1(e) shall be made in writing. Without limitation, Client Materials shall be deemed to include all usernames, passwords and all digital, electronic, printed and other materials to the extent they contain any such properties, including audit trails and metadata. Client retains all right, title, and interest in and to the Client Materials, which rights include, but are not limited to, patent, copyright, trademark, trade secret, and all other intellectual property rights. Levatas assumes no responsibility or obligation to review or evaluate any Client Materials with respect to their accuracy, completeness, legality, reliability, compliance or consistency with any laws, rules or regulations applicable to Client or any Authorized User.
   6. Third-party Products. "Third-party Product" means any product, service, software, system or application programming interface offered or provided by any person other than Levatas, which Client may use in connection with any Deliverable or a License which Client specifically engages Levatas to install, integrate on behalf of the Client for Client's use as part of this SOW. Levatas does not offer or make any representations or warranties or provide indemnification against third-party claims relating to any Third-party Products or their providers, whether or not such Third-party Products are named in this SOW, recommended by Levatas, designated by Levatas compatible or otherwise. Client is responsible for all fees, charges and costs, and performance and enforcement of all license agreements, relating to Third-party Products. Third-party Products and associated trademarks are the properties of their respective owners.
   7. Feedback. If Client, its Authorized Users, or contractors send or transmit any communications or materials to Levatas verbally, by mail, email, telephone, or otherwise, suggesting or recommending changes to the Levatas Intellectual Property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Levatas is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to Levatas on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Levatas is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Levatas is not required to use any Feedback.
2. CLIENT RESPONSIBILITIES
   1. General. Client is responsible for its Authorized Users and shall be liable for all uses of the Levatas Intellectual Property, Incorporated Levatas Intellectual Property, License and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this SOW. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this SOW if taken by Client will be deemed a breach of this SOW by Client. Client shall use reasonable efforts to make all Authorized Users aware of this SOW's provisions as applicable to such Authorized User's use of the License, and shall cause Authorized Users to comply with such provisions.
3. PAYMENT & TAXES
   1. Fees. Client shall pay Levatas the Fees stated in the SOW for the Deliverables and License in accordance with the payment schedule found in this SOW payable in U.S. Dollars.
   2. Taxes. All Fees and rates are exclusive of any and all federal, state and local taxes, including sales, use, transaction, privilege, gross receipts, value-added, service or other similar taxes, excluding taxes based on Levatas's net income (collectively the "Taxes"). If Taxes are assessed on this SOW, any Levatas SOW, Deliverables or any License if any, at any time after the effective date of this SOW, such Taxes shall be the responsibility of Client to pay. Should Levatas be directed by a taxing authority to pay any such Taxes, Client will be invoiced the amount paid and shall promptly reimburse Levatas for the Taxes paid, along with interest, fines, and penalties, if any.
4. CONFIDENTIAL INFORMATION
   1. Mutual Non-Disclosure. It is the intent of the Parties that this Section 4 shall supersede any prior executed non-disclosure agreements entered into by and between the Parties. The term "Confidential Information" shall mean all information, data, or know-how provided by either Party or its Authorized Users (a "Disclosing Party") to the other Party or Authorized Users (a "Receiving Party"), whether conveyed in writing or orally or whether so marked 'confidential' or not by the disclosing Party or its Associates, including, but not limited to: (i) this Agreement and any SOW entered into pursuant to this Agreement including any information developed internally ("Internal R&D") by either Party in receiving, evaluating, reviewing or analyzing said information pursuant to this Agreement and any SOW entered into pursuant to this Agreement; (ii) information concerning the Disclosing Party's past, present, and future business affairs including finances, products, services, organizational structure, internal practices, forecasts, and sales; (iii) unpatented inventions, ideas, methods and discoveries, know-how, and other confidential intellectual property; (iv) designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; (v) any information, data, or know-how that (a) derives actual or potential independent economic value by virtue of not being generally known, or (b) otherwise comprises a "trade secret" pursuant to Florida Statute §§ 688.001 et seq. or the federal Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq. ("DTSA") ((a) and (b) collectively, "Trade Secrets"); (vi) any third-party confidential information included with, or incorporated in, any information provided by a Party; and; (vii) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials ("Notes") prepared by the Disclosing Party that contains, reflects, or are derived from, in whole or in part, any of the foregoing. Notwithstanding anything to the contrary in this Agreement, the Client acknowledges that Levatas' Confidential Information shall include certain Trade Secrets. The obligations of the Parties hereunder shall not apply to any information, data or know-how which the receiving Party can conclusively demonstrate: (x) was known to the Receiving Party at the time of disclosure by the Disclosing Party; (y) prior to or after the time of disclosure becomes part of the public or general industry knowledge or literature, not as a result of any breach by the Receiving Party; (z) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Associates; or (aa) was or is independently developed by the Receiving Party without reference to or use of information revealed by the Disclosing Party. For purposes of this Section 4, the term Associate, when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 50% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 50% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
   2. If a Receiving Party is required by law or directed by a governmental authority to disclose Confidential Information, then the Receiving Party will give the Disclosing Party as much advance notice of the proposed disclosure as is practical and not prohibited by law (including a copy of any written request or order), will reasonably cooperate with the Disclosing Party to limit or restrict such disclosure, via a protective order or otherwise, and will then disclose only that information that the Disclosing Party's counsel advises must be disclosed.
   3. Each Party will maintain in strict confidence all Confidential Information of the other Party. In this regard, each Party agrees (a) not to use Confidential Information of the other Party except as authorized under this Agreement; (b) to disclose Confidential Information only to those employees, officers, agents and representatives having a need to access or use the Confidential Information consistently with this Agreement; (c) to take all reasonable precautions to prevent Confidential Information from being disclosed to any unauthorized person, firm or company; and (d) to inform all officers, employees, agents, representatives, or Authorized Users, having access to Confidential Information of the confidential nature thereof, and to require such individuals to agree in writing to confidentiality provisions of a similar protective nature as set forth herein.
5. REMEDIES
   1. Each Party acknowledges that a breach of Section 1 or 2 of this SOW could cause irreparable harm to the other Party for which the other Party may not have an adequate remedy in money or damages. Each Party will therefore be entitled to obtain an injunction against such breach or threatened breach of Sections 1 or 2 of this SOW from the Court without the need to post a bond. The right to obtain injunctive relief will not limit a Party's right to seek or obtain further remedies.
6. LIMITED WARRANTY AND DISCLAIMERS
   1. Levatas represents and warrants that it is the owner of Levatas Intellectual Property, Incorporated Levatas Intellectual Property and each and every component thereof, or the recipient of a valid license thereto, and is authorized and has all rights necessary to make any License and to deliver the Deliverables pursuant to this SOW, and that Levatas will maintain the full power and authority to grant the intellectual property and other rights granted in this SOW without the further consent of any third-party. Levatas represents and warrants that, during the term of this SOW, the Deliverables and License will perform materially as described in this SOW, the Client specifications/instructions and all related technical specifications set forth as attachments to this SOW and each SOW.
   2. EXCEPT AS NOTED IN SECTION 6(a), LEVATAS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES THAT THE DELIVERABLE OR LICENSE WILL MEET CLIENT'S REQUIREMENTS, OR THE DELIVERABLES OR LICENSES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE; NOR DOES LEVATAS MAKE ANY WARRANTY OR REPRESENTATIONS AS TO THE RESULTS THAT MAY BE OBTAINED BY CLIENT FROM THE USE OF THE DELIVERABLE OR LICENSE OR AS TO THE ACCURACY OR RELIABILITY OF ANY COMMUNICATIONS OR TRANSMISSIONS OR THE ACCURACY OF ANY INFORMATION OBTAINED BY CLIENT, AUTHORIZED USER OR THIRD-PARTY FROM THE USE OF THE DELIVERABLE OR LICENSE. EXCEPT AS NOTED IN 6(a), ALL DELIVERABLES AND LICENSES ARE PROVIDED TO CLIENT OR AUTHORIZED USER, AS THE CASE MAY BE, "AS IS" AND AS AVAILABLE, WITHOUT ANY ADDITIONAL WARRANTIES WHATSOEVER, EITHER EXPRESS, IMPLIED OR STATUTORY. LEVATAS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
   1. EXCEPT FOR CLAIMS BASED ON FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR PERSONAL INJURY DUE TO NEGLIGENCE, AND CLAIMS COVERED BY THE INDEMNIFICATION OBLIGATIONS OF SECTIONS 8 AND 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE (WHETHER ARISING IN CONTRACT, TORT, WARRANTY OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF DATA OR LOSS OF BUSINESS), REGARDLESS OF WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR CLAIMS BASED ON FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR PERSONAL INJURY DUE TO NEGLIGENCE, CLAIMS COVERED BY THE INDEMNIFICATION OBLIGATIONS OF SECTIONS 8 AND 9,THE TOTAL LIABILITY OF LEVATAS FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS SOW, ANY DELIVERABLES OR LICENSE (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE) SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO LEVATAS UNDER THIS SOW.
8. INFRINGEMENT CLAIMS
   1. Levatas will defend, indemnify, and hold harmless Client and Client Associates (as defined below) from and against any and all third-party claims, suits, losses, demands, damages, or expenses (including reasonable attorney's fees, court costs, and expert witness fees and expenses) arising out of or attributable to a claim that the Deliverables or License, exclusive of any third-party Products, Client Materials, Client specifications or instructions, or Client Confidential Information/data embedded therein, and when used as authorized in this SOW, infringes any patent, copyright, trademark, trade secret, or other intellectual property right of a third-party. (The "Client Associates" are Client's officers, directors, shareholders, employees, agents, representatives, consultants, parents and subsidiaries.) Levatas shall have sole control of and authority to defend, negotiate, or settle any third-party infringement action or claim brought in connection with this SOW, License or Deliverable. Client shall promptly notify Levatas in writing of any such known or suspected claims. If Levatas is found liable under this Section by a final court of competent jurisdiction, Levatas will pay the damages awarded to such third-party by such court. Additionally, Levatas also has the right, at Levatas's sole option, to: (i) replace or modify the Deliverable, License or component thereof, as the case may be, so that it is non-infringing, or (ii) procure for Client the right to continue using the License or Deliverable. If neither of the aforesaid remedies are reasonably commercially available to Levatas, and Levatas is ordered by a court of competent jurisdiction to cease using or providing the Deliverable or License, Levatas may terminate this SOW and refund to Client a pro-rated portion of any advanced payments made, excluding any amounts earned or applied to Services and goods delivered through the date of termination.
   2. The foregoing states Levatas's entire liability and obligations, and Client's sole and exclusive remedy, for any patent, copyright, trademark, trade secret, or other intellectual property infringement claims covered by Section 8(a) above.
9. CLIENT INDEMNIFICATION
   1. Client will indemnify, defend and hold Levatas, its officers, directors, shareholders, employees, agents, representatives, and consultants, harmless from and against any and all third-party claims, suits, losses, demands, damages or expenses (including reasonable attorney's fees, court costs and expert witness fees and expenses) arising out of or attributable to: (i) Client's employees, agents, consultants, advisors, representatives, or Authorized Users' use of the License or Deliverable in a manner not authorized or permitted by this SOW (except to the extent such third-party claims are attributable to Levatas's breach of this SOW); (ii) third-party infringement claims to the extent attributable to Client Materials, Client specifications or instructions, or Client Confidential Information/data;(iii) Client's products and services, including but not limited to claims related to product delivery, performance, or defects (except to the extent a claim arises from information miscommunicated through the License or Deliverable as a result of negligence or breach by Levatas); or (iv) Client's violation of law.
10. MUTUAL NON-SOLICITATION
    1. Each Party agrees that at all times while this SOW remains in effect, and, thereafter for a period of one (1) year, neither Party will, whether as a principal, agent, employee, employer, consultant, director or partner of any person, firm, corporation or business entity, or in any individual or representative capacity whatsoever, directly or indirectly, or whether on behalf of another person or entity irrespective of whether for compensation or otherwise (collectively included in the definition of "Party" for purposes of this Section 10), without the prior express written consent of the other Party, approach, solicit, counsel or attempt to induce any person who is then in the employ of, an advisor to, consultant of or otherwise providing services to the other Party, to: (i) cease employment with or providing such services or on behalf of the other Party; or (ii) assume employment with or provide services on behalf of the other Party.
11. DISPUTES

    Except for matters related to nonpayment of any Fee, breach of confidentiality, or a Party seeking injunctive relief under this SOW, prior to either Party commencing any legal action under this SOW, the Parties agree to try, in good faith, to settle the dispute amicably between themselves. Subject to this Section 11, if a dispute arises from or relates to this SOW or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree that all actions or proceedings arising in connection with this Agreement shall be brought and litigated exclusively in the United States District Court for the Southern District of New York, or if there is no jurisdiction in such court, then in a state court in New York County. Each party hereby consents to the exclusive personal jurisdiction of any such court. EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL, IF ANY, OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER THEREOF.

12. FORCE MAJEURE
    1. Except for the payment of money, neither Party will be deemed in default of any obligation hereunder nor be liable for any failure or delay in performance which results directly or indirectly from any cause beyond its reasonable control, including without limitation, "Acts of God," delays or failures in the Internet or related carriers and third-party controlled equipment, acts of civil or military authority, terrorist acts, strikes, fire, theft, explosion, or delays by suppliers.
13. INSURANCE: INTENTIONALLY OMITTED
14. PUBLICITY, USE OF MARKS, MARKETING
    1. Neither Party may issue press releases, social media postings or such similar uses or marketing using Levatas's or the Client's name and logo to identify either Party in marketing and promotional materials regarding this SOW, any SOW without the prior written consent of both Parties which shall not be unreasonably withheld conditioned or delayed.
15. GENERAL
    1. Entire SOW. Except for any representations contained in the MNDA, this SOW, shall constitute the entire agreement between Levatas and Client relating to the subject matter hereof and shall supersede all prior negotiations, oral and written agreements, and understandings between the Parties relating to the subject matter of this SOW. The Client agrees that it has not relied on any oral or written representations of Levatas other than those made pursuant to this SOW, or any applicable SOW. Terms and conditions contained on Client's purchase order form or other related documents (if used) are for Client's internal administrative purposes only and of no legal force or effect as between the Parties.
    2. Waiver. No waiver of any provision of this SOW shall be effective unless made in writing. In addition, no waiver by either Party of any breach of any provision of this SOW shall be construed as a waiver of any subsequent breach or as a continuing waiver of such breach of this SOW. In addition, no failure to enforce any term of this SOW shall be deemed a waiver of future enforcement of that or any other term.
    3. Severability. If the Terms herein are found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this SOW or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision of these Terms are invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this SOW to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    4. Cumulative Remedies. No remedy or election of remedy under this SOW shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or equity.
    5. Export Regulation. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the License or any Client Data outside the US.
    6. Governing Law. This SOW and the rights and obligations of the Parties shall be governed and construed in accordance with the laws of the State of New York, without regard for its conflict of laws rules.
    7. Independent Contractors. It is understood and agreed the Parties are independent contractors. The details of the method and manner for performance of the Levatas shall be under its own control, the Client being interested only in the results thereof. Levatas shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the SOW. Nothing in this SOW shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the SOW. The SOW must meet the Client final approval and shall be subject to the Customer's general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this SOW shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
    8. Survival. Sections 1, 3, 6, 7, 8, 9, 10, 11, 14 and 15 shall survive expiration or termination of this SOW.
    9. Assignment. Neither Party shall assign, sell, sublicense, pledge or otherwise transfer any of its rights, Licenses, Deliverables or obligations under this SOW, in whole or in part, without the other Party's prior written consent, such consent not to be unreasonably withheld or delayed.