A. Agreement Definitions
“CW” refers to CompilerWorks, Inc. “You” and “your” refers to the individual or entity that has ordered the CW Lineage Online Trial by having clicked “I ACCEPT” during the order process or otherwise having used the CW Lineage Online Trial.
The terms “CW Cloud Services Online Trial,” the “Trial,” and the “services,” mean the service offerings that CW makes available through this webportal or otherwise, including any software (including CW programs), technology platform and other materials that CW makes available as part of the services for your access and use with the Trial environment. The CW Lineage Online Trial may be used for trial, non-production purposes only.
The term “CW programs” refers to the software products owned or distributed by CW to which CW grants you access as part of the services, including user guides, and any program updates provided as part of the services.
The term “users” means those individuals authorized by you or on your behalf to use the services.
The term “your applications” means all software programs that you or any user create using the services, including any source code for such programs.
The term “your content” means all software (other than your applications), data, and data files provided by you or any user and that reside on, or run on or through, your Trial environment. You agree not to include any production data in your content.
B. Trial Period
This agreement is effective upon your acceptance of this agreement (the “effective date”), and will terminate one (1) day from the effective date unless ended earlier in accordance with this agreement (the “Trial Period”). If you would like to use the services after the Trial Period or for production purposes, provided that CW has made the services commercially available, you must purchase such services from CW under a separate contract.
C. Rights Granted
For the duration of the Trial Period, you have the nonexclusive, nontransferable, non-assignable, limited right to use the services, subject to the terms of this agreement, and solely for your internal business purposes to evaluate CW’s Cloud Service offering and not for any production or commercial purposes. You may allow your users to use the services for this purpose and you are responsible for your users’ compliance with this agreement.
You acknowledge that CW has no delivery obligation and will not ship copies of any CW programs to you as part of the services.
You do not acquire any license to use the services, including any CW programs to which CW provides you with access as part of the services, in excess of the scope and/or duration of the services defined in this agreement. Upon the end of this agreement or the services hereunder, your right to access or use the services and CW programs shall terminate.
D. Ownership and Restrictions
You retain all ownership and intellectual property rights in and to your content and your applications. CW or its licensors retain all ownership and intellectual property rights to the services and CW programs, including derivative works thereof, and anything developed and delivered by CW under this agreement.
You may not, and may not cause or permit others to:
- remove or modify any program or services markings or any notice of CW’s or its licensors’ proprietary rights;
- make the services, including any CW programs or materials to which you are provided access, available in any manner to any third party;
- modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish or download any part of the services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by CW programs), or access or use the services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to CW;
- disclose results of any benchmark tests or performance tests of the services or CW programs without CW’s prior written consent;
- perform or disclose any of the following security testing of the services environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and
- license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the services, CW programs or materials available, to any third party.
E. Disclaimers and Exclusion of Warranties
THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CW HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE SERVICES, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS AND (B) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
CW DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT CW WILL CORRECT ALL ERRORS IN THE SERVICES; (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA; (C) YOUR CONTENT AND YOUR APPLICATIONS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND (D) THE SERVICES, INCLUDING ANY PRODUCTS, INFORMATION OR OTHER MATERIAL YOU OBTAIN OR PURCHASE FROM CW UNDER THIS AGREEMENT, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT CW DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CW IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON-CW SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE TRIAL ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND CW AGAINST ANY CLAIM AND INDEMNIFY CW FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON-CW SOFTWARE. CW IS NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE TRIAL ENVIRONMENT.
CW RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SERVICES, CW PROGRAMS AND TRIAL AT ANY TIME WITHOUT NOTICE.
F. User Accounts
To use the services, you must have an CW.com account. Access to and use of password protected or secure areas of the Trial site is restricted to authorized users only. You may not share your password(s), account information, or access to the Trial site. You are responsible for identifying and authenticating all users, for approving access by such users to the services, for controlling against unauthorized access by users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating your and your users’ single sign-on with CW, you accept responsibility for timely and proper termination of user records in your local (intranet) identity infrastructure and on your local computers. CW is not liable for any harm caused by users, including individuals who were not authorized to have access to the services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in your local identity management infrastructure or your local computers. You are responsible for all activities that occur under your and your users’ passwords or accounts or as a result of your or your users’ access to the Trial site, and agree to notify CW immediately of any unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Trial.
G. Support Services
The CW Lineage Online Trial provides an opportunity for current and potential CW customers to experience CW Lineage before purchasing the service. The Trial is provided as a convenience and you agree that CW is not obligated to provide any technical support, phone support, or updates for the services or for any CW program accessed or used within the Trial environment. As a Trial user, you agree not to open CW Service Requests, use CW Support Channels, or otherwise contact CW to request assistance with questions or problems experienced during the use of the Trial. Certain Trials may provide you with access to a “live chat” help feature as part of the Trial, and if so provided, you may use the live chat feature to contact CW with respect to any questions or problems that you have during your use of the Trial.
H. End of Agreement
Services provided under this agreement shall be provided for the Trial Period defined above unless earlier terminated in accordance with this agreement. At the end of the Trial Period, all rights to access or use the services, including any CW programs that are part of the services, shall end (except as set forth in Section T).
You may discontinue your use of the services at any time. CW may terminate your password, account, and access to or use of the services at any time for any reason. You acknowledge and agree that CW has no obligation to retain your content and applications, and that your content and applications will be irretrievably deleted, following the termination of the services.
Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive.
I. Fees and Taxes
The services under this agreement are provided to you free of charge during the Trial Period.
By virtue of this agreement, you may have access to information that is confidential to CW, including but not limited to the services and CW programs, and any information related to the services and CW programs (“CW Confidential Information”). CW Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. You agree, both during the term of this agreement and for a period of three years after termination of this agreement and of all licenses granted hereunder, to hold CW’s Confidential Information in confidence. You agree not to make CW’s Confidential Information available in any form to any unauthorized third parties. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this agreement.
K. Entire Agreement
You agree that this agreement including the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), is the complete agreement for the services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this agreement. It is expressly agreed that the terms of this agreement shall supersede the terms in any purchase order or other non-CW document and no terms included in any such purchase order or other non-CW document shall apply to the services ordered. This agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of you and of CW. Notwithstanding the foregoing, CW may make changes to the services and this agreement, and you agree that your continued use of the services constitutes your acceptance of, and agreement to, such changes.
L. Limitation of Liability
IN NO EVENT SHALL CW BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EVEN IF CW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CW’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES EXCEED THE FEES PAID BY YOU.
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the services. You agree to comply fully with export laws and regulations of the United States and any other applicable export laws (“Export Laws”) to assure that none of the services (including technical data), any services deliverables provided under this agreement, or any direct products thereof, are: (1) exported, directly or indirectly, in violation of this agreement or Export Laws; or (2) used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
- CW is an independent contractor and we each agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. CW reserves the right to provide the services from locations, and/or through use of affiliates and subcontractors, worldwide.
- You are responsible for obtaining at your sole expense any rights and consents from third parties necessary for your content, your applications, and other vendors’ products provided by you and used with the Trial environment, including all rights and consents to such content, applications and products necessary for CW to provide the services.
- This agreement is governed by the substantive and procedural laws of the State of California and you and CW agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco or Santa Clara counties in California in any dispute arising out of or relating to this agreement.
- You may not assign this agreement or give or transfer the services or an interest in them to another individual or entity.
- Except for actions for breach of CW’s proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than one year after the cause of action has accrued.
- CW may use software tools to audit and otherwise request information from you regarding your use of the services. You agree to cooperate with CW’s audit and provide reasonable assistance and access to information.
O. Force Majeure
Neither of us shall be responsible for events outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event.
P. Your Content
CW makes no assurances that any of your content or your applications loaded into the Trial environment will be secured or that such data will remain confidential. You acknowledge that the CW Lineage Online Trial is not designed for use with production data (including business content and personal information) and accordingly, you shall not include any production data in your content or use the services for any commercial purpose.
CW RESERVES THE RIGHT AT ITS SOLE DISCRETION TO DELETE, AT ANY TIME AND FOR ANY REASON, ANY CONTENT, APPLICATION OR SOFTWARE IN THE TRIAL ENVIRONMENT, AND ANY SUCH CONTENT, APPLICATION OR SOFTWARE MAY BECOME PERMANENTLY LOST IF SO DELETED.
CW has no obligation to monitor your content and your applications, but at its sole discretion, may access, monitor, and/or review your activity, content and applications in the environment. You agree to provide any notices and obtain any consents related to your use of the services and CW’s provision of the services, and you shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your content and your applications. You warrant and represent that your content and your applications do not contain any viruses, Trojan horses, worms or other components that would limit or harm the functionality of a computer including CW’s Lineage.
You shall not upload, email, post, publish, distribute or otherwise transmit any of your content containing a solicitation of funds, promotion, advertising, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of the CW Cloud Services Online Trial to use or join or become members of any commercial online or offline service or other organization. Except where expressly authorized by CW, you agree not to collect or store personal data about other users. You agree that CW has no obligation to retain or archive any content or applications posted on the Trial site. At the end of the Trial Period, CW will disable the Trial accounts and remove any associated content and your applications.
Your content, including text and images, may be disclosed as required by law without your prior consent. CW will use diligent efforts to inform you, to the extent permitted by law, of any request for such disclosure promptly upon receipt of such request.
You remain solely responsible for your regulatory compliance in connection with your use of the services.
Q. Restrictions on Use of the Services
You agree not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to CW under this agreement, CW reserves the right to remove or disable access to any material that violates the foregoing restrictions. CW shall have no liability to you in the event that CW takes such action. You agree to defend and indemnify CW against any claim arising out of a violation of your obligations under this section.
R. Third Party Web Sites, Content, Products and Services
The services may enable you to add links to Web sites and access to material, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. CW is not responsible for any third party Web sites or third party material provided on or through the services. You bear all risks associated with the access and use of such Web sites and third party material, products and services.
“Feedback” shall mean any input regarding CW’s products and/or services (including the Cloud Service Online Trial), including changes or suggested changes to CW’s current or future products and/or services. Notwithstanding anything that you may note or state in connection with providing Feedback, all Feedback provided by you shall not be considered confidential information and shall be received and treated by CW on a non-confidential and unrestricted basis. You agree that CW or its licensors retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in and to any Feedback provided by you or any other party, and acknowledge that CW may use the Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into an CW product or service, and to display, market, sublicense and distribute such Feedback as incorporated or embedded in any product or service distributed or offered by CW.
O. Post Trial Period
If you wish to continue using CW programs with your own code following the Trial Period, you may continue to do so pursuant to the terms and conditions set forth on Exhibit A (the “Post Trial Agreement”). You acknowledge and agree that your use of the CW programs with your own code following the Trial Period will be governed exclusively by the Post Trial Agreement.
Post Trial Agreement
You hereby agree to the Post Trial Agreement.
Trial Period License Agreement
This agreement is effective upon your acceptance of this agreement (the “effective date”), and will terminate fourteen (14) days from the effective date unless ended earlier in accordance with this agreement (the “Term”). If you would like to use the services after the Term or for production purposes, provided that CW has made the services commercially available, you must purchase such services from CW under a separate contract.
1. Grant of Software License for Free Trial Period
Subject to the terms and conditions of and except as otherwise provided in this License Agreement, Company grants to Customer a limited, non-exclusive. non-transferable and non-assignable license to evaluate Company and its software, modules, feature(s) and documentation (the “Software”) for Customer’s internal evaluation purposes only and for the Term.
Customer does not have any rights in or to the Software except as expressly granted in this License Agreement. Company and/or its licensors reserve to itself all rights to the Software not expressly granted to Customer under this Agreement. Company and/or its licensors retain all copyright, trademark, patent, and other intellectual property rights in and to the Software. As between the parties, Customer acknowledges that the Software, all copies of the Software, any derivative works, compilations, and collective works of the Software, and any know-how and trade secrets related to the Software are the sole and exclusive property of Company and contain Company’s and/or its licensors’ confidential and proprietary materials.
Customer grants to Company and/or its licensors a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software any suggestion, enhancement request, recommendation, correction or other feedback provided by Company relating to the Software.
2. General Limitations
Except as otherwise expressly provided under this License Agreement, Customer shall have no right, and Customer specifically agrees not to:
- utilize the Software beyond the applicable Term;
- transfer, assign or sublicense Customer’s license rights to any other person, and any such attempted transfer, assignment or sublicense shall be void;
- provide, divulge, disclose, or make available to, or permit the use of the Software by any third party;
- sell, resell, license, sublicense, distribute, rent or lease the Software or the output of the Software, or include the Software in a service offering;
- derive or create new code from the output of the Software;
- make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same;
- decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form, or to permit third parties to do the same;
- export, publicize or utilize for any commercial purpose any analysis data generated by, collected by or generated by the Software;
- circumvent or disable any features or technological protection measures in the Software; or
- use or distribute any component(s) of the Software on a standalone basis.
3. General Requirements
The Software generates an execution report log that does not contain confidential information. Log files generated by the Software are to be provided to the Company on a weekly basis.
Customer and Company acknowledges that it or its employees may, in the course of performing its responsibilities under this License Agreement, be exposed to or acquire information which is proprietary or confidential to the other party or its affiliated companies or their clients or to third parties to whom such party owes a duty of confidentiality. Customer confidential information means any non-public information of any form obtained by Company or its employees in the performance of this License Agreement. The Software may communicate certain log or other information back to Company during the Term which will be held in strict confidence. This information is used solely for the purpose defined in this Agreement and to improve Customer experience and the overall quality of our Software. Company’s confidential information means the Software, documentation and related materials provided by Company to Customer under this Agreement. Each party agrees to hold the other party’s confidential information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties, or to use such information for any purposes whatsoever other than as contemplated by this License Agreement. Each party shall use reasonable best efforts to advise each of its employees or contractors who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and each party shall be entitled to injunctive relief to restrain any such breach, threatened or actual.
5. Limited Warranty & Limitation of Liability
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS, IMPLIED OR STATUTORY CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. NEITHER COMPANY NOR ITS LICENSORS SHALL BE LIABLE FOR YOUR ACTION, OR FAILURE TO ACT, IN RELIANCE ON ANY INFORMATION FURNISHED AS PART OF THE SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR NETWORK AND COMPUTER SYSTEMS. NEITHER COMPANY NOR ITS LICENSORS REPRESENT, WARRANT, OR GUARANTEE THAT (A) SECURITY THREATS, MALICIOUS CODE AND/OR VULNERABILITIES WILL BE IDENTIFIED, OR (B) THE CONTENT WILL RENDER YOUR NETWORK AND SYSTEMS SAFE FROM MALICIOUS CODE, VULNERABILITIES, INTRUSIONS, OR OTHER SECURITY BREACHES, (C) EVERY VULNERABILITY ON EVERY TESTED SYSTEM OR APPICATION WILL BE DISCOVERED, OR (D) THERE WILL BE NO FALSE POSITIVES.
IN NO EVENT WILL COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR YOUR EMPLOYEES, OR ANY THIRD PARTY, FOR ANY LOST REVENUE, PROFIT, OR DATA, BUSINESS INTERRUPTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF COMPANY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S OR ITS’ LICENSORS’ LIABILITY TO YOU, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EXCEED THE FEE PAID BY YOU. The provisions of this paragraph shall apply even if any or all of the above-stated warranties fails of their essential purpose.
6. Export Restrictions
Customer agrees to comply strictly with all applicable law, including, but not limited to, U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. Customer hereby indemnifies Company, including its employees, officers, directors, and agents, against any liability, loss, damage, or cost (including attorneys’ reasonable fees) arising out of or in connection with any such export, re-export, or import.
7. Term and Termination
This License Agreement is effective until terminated or the end of the Term. Customer may terminate this License Agreement at any time (i) by destroying all copies of Software, related documentation, analysis data and report and purging same from memory devices (required at the end of a Term). Customer rights under this License Agreement will terminate immediately without notice from Company if Customer fails to comply with any provision of this Agreement. Upon any termination, Customer must destroy all copies of Software, output from the Software and related documentation and purge same from memory devices. All provisions of this License Agreement relating to confidentiality, disclaimers of warranties, limitation of liabilities, remedies, damages protection of information and Company’s proprietary rights shall survive termination.
This License Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. All actions related to or arising out of this Agreement must be brought within one (1) year after the cause of action has occurred. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License Agreement shall remain in full force and effect. This License Agreement constitutes the entire agreement between the parties with respect to the license of the Software and supersedes all prior agreements, proposals, representations and undertakings between the parties in relation to the subject matter hereof (whether written or oral) and may not be modified or amended by You without the prior written consent of Company. Customer shall have no right to seek, and shall not seek, any indemnification directly from Company’s licensors. No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by a duly authorized signatory of the party against whom the waiver is to be enforced. No failure or delay by either party in exercising any right, power or remedy under this License Agreement shall operate as a waiver of any such right, power or remedy.