Valente Sherman, Inc.

Software License Agreement

This Software License Agreement (this “Agreement”) is entered into by and between Valente Sherman, Inc. DBA VISO TRUST, a Delaware corporation, with offices at 635 San Geronimo Valley Drive, San Geronimo, California 94963 (“VISO TRUST”) and the person or entity (the “Licensee”) identified in the applicable quote which references this Agreement (the “Quote”). VISO TRUST and Licensee may each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement, together with the Quote, constitutes the sole and exclusive agreement between the Parties with respect to the subject matter hereof. Without limiting the foregoing, any additional or different terms provided in any purchase order, statement of work, or other document issued by Licensee regarding the subject matter hereof (whether issued prior to or after the date of the Quote) will not become part of this Agreement, are null and void, and will not be binding upon VISO TRUST. Licensee’s signature on the Quote or the use by Licensee of any SaaS Software constitutes acceptance of the Quote and this Agreement.

  1. Definitions
    In this Agreement:
    1. “SaaS Software” means VISO TRUST’s Software-as-a-Service cloud-hosted cyber due diligence software platform, including any applicable updates thereto made available to Licensee hereunder.
    2. “Proprietary Information” means all information that is disclosed by a Party to the other Party in connection with this Agreement that: (i) is conveyed in written, graphic, machine readable or other tangible form and conspicuously marked “confidential,” “proprietary,” or in some other manner to indicate its confidential nature; (ii) is conveyed orally, provided that such information is designated as “confidential” or “proprietary” at the time of such oral disclosure or within thirty (30) days after the date of oral disclosure; (iii) any information that would reasonably be considered confidential under the circumstances in which it is presented; (iv) is a Party’s business and customer information, including, but not limited to, the terms of this Agreement, trade secrets, product plans, object code, source code, and documentation, new or existing product and technology roadmaps, pricing, data related to new or prospective customers, vendors or vendor relationships, infrastructure, security (including cybersecurity), or processes, procedures, or inventions, in each case of the aforementioned, whether or not marked “proprietary” or “confidential”; and (v) any information, data, or know-how derived from the items in (i)-(iv). For the avoidance of doubt, as between the Parties, all Security Reports and any data on vendors and any data contained within private security profiles that, in each case, is provided by VISO TRUST, including through the SaaS Software, is the Proprietary Information of VISO TRUST and the fact that Licensee has, or is considering, a relationship with such Vendors is the Proprietary Information of Licensee. Notwithstanding the above, information shall not be deemed Proprietary Information if it: (a) is or becomes generally known to the public through no unlawful act of the receiving Party; (b) was known to the receiving Party at the time of disclosure, as evidenced by the receiving Party’s written records, and not subject to other restrictions on its disclosure; (c) is disclosed with the prior written approval of the disclosing Party; (d) was independently developed by the receiving Party without any use of, or reference to, the Proprietary Information of the disclosing Party; or (e) becomes known to the receiving Party from a source other than the disclosing Party without breach of this Agreement and otherwise not in violation of the disclosing Party’s rights.
  2. Limited License
    1. SaaS Software

      VISO TRUST hereby grants to Licensee, subject to the terms and on the conditions of this Agreement, a limited, non-transferable, non-sublicensable, and non-exclusive right, solely for the term of this Agreement, to access and use the SaaS Software solely for Licensee’s lawful business purposes and in accordance with this Agreement. For clarity, no copy of the SaaS Software is or will be made available to Licensee or any third party pursuant to this Section 2.1. Users of the SaaS Software may also be subject to additional terms and conditions of VISO TRUST’s applicable click-through end user license agreements, such as VISO TRUST’s Privacy Policy and Terms of Use, which are incorporated herein by reference and made available to users of the SaaS Software.
    2. Open Source SoftwareLicensee acknowledges that the SaaS Software may include open source software, details, and licenses of which may be included in a documentation provided to Licensee in connection with the SaaS Software. If and solely to the extent a software component included with or in the SaaS Software is licensed under an open source software license that is incompatible with the terms and conditions of this Agreement, the terms and conditions of such open source software license will control over this Agreement solely with respect to such incompatibility and solely with respect to Licensee’s use of such software component. For clarity, nothing in this Section 2.2 will: (i) broaden VISO TRUST’s representations or warranties or indemnification obligations to Licensee; (ii) waive, limit, or disclaim any limitations of liability of VISO TRUST set forth in this Agreement; or (iii) amend the scope of any license granted to Licensee with respect to any proprietary portions of the SaaS Software.
    3. Updates; Support
      So long as Licensee has not breached this Agreement, VISO TRUST agrees, solely during the term of this Agreement, to: (i) make available to Licensee during the term of this Agreement those updates to the SaaS Software that VISO TRUST makes generally commercially available to its other licensees; and (ii) use commercially reasonable efforts to respond to Licensee requests for support with respect to the SaaS Software. VISO TRUST has no obligation under this Agreement to provide any support to Licensee’s customers or any end users outside of VISO TRUST’s regular business hours.
    4. Security Reports
      The Parties acknowledge that the SaaS Software permits Licensee to generate and download reports and/or security profiles of Licensee’s vendors (“Security Reports”). Licensee shall have the right to generate and download a reasonable number of Security Reports during the Term and may use, both during and after the Term (subject to Section 9.5), the Security Reports for Licensee’s legitimate internal business purposes only.
  3. Accounts; Restrictions on Use
    1. Accounts
      Licensee shall authorize only Licensee Personnel to create an account on, and thus access and utilize, the SaaS Software. Licensee is solely responsible and liable for any acts or omissions by Licensed Personnel as if Licensee itself committed such acts or omissions under this Agreement, including, but not limited to: (i) instructions given to VISO TRUST by Licensee Personnel; (ii) access to, and use of, accounts of Licensee Personnel, including any content uploaded to the SaaS Software through such accounts; and (iii) violations by Licensee, Licensee Personnel, or third parties of the restrictions set forth in Section 3.2 below. Licensee agrees that Licensee will not, and will not permit Licensee Personnel to, share or otherwise provide Licensee Personnel account information with or to any third party (including other Licensee Personnel to whom such account information does not pertain). For purposes of this Agreement, “Personnel” shall mean officers, employees, agents, contractors, consultants, vendors, or representatives of a Party or a Party’s affiliates.
    2. Restrictions
      Licensee acknowledges that the SaaS Software and the Security Reports contain valuable trade secrets of VISO TRUST and its licensors and suppliers and contains Proprietary Information of VISO TRUST. Accordingly, and except as expressly provided pursuant to Section 2.2, Licensee agrees that it may not, nor shall permit any third party to: (i) modify, adapt, alter, translate, or create derivative works of the SaaS Software or Security Reports; (ii) create Internet “links” to the SaaS Software or “mirror” any Security Reports, data, information, content, or other material of VISO TRUST that is provided to it through the use of the SaaS Software; (iii) build a commercial product or service using similar ideas, features, functions, or graphics of the SaaS Software or that is otherwise competitive with the SaaS Software; (iv) sublicense, resell, rent, lease, transfer, or assign the Security Reports, or the SaaS Software or its use, or offer the SaaS Software or any Security Reports on a time share basis to any third party; (v) reverse engineer, decompile, decode, or disassemble the SaaS Software or generate or use the Security Reports to attempt to reverse engineer the functionality of the SaaS Software; (vi) otherwise attempt to derive the source code for the SaaS Software or any underlying software or attempt to gain access to any underlying code used to implement or deploy the SaaS Software; or (vii) disable, disrupt, circumvent, or otherwise interfere with any feature, functionality, or control that prevents, restricts, or otherwise governs access to, or use of, the SaaS Software or Security Reports. For clarity, Licensee receives no right or license to any source code to the SaaS Software under this Agreement.
  4. Ownership
    1. IP Ownership
      Subject to the licenses expressly granted to Licensee hereunder, all right, title, and interest in and to the SaaS Software and any intellectual property rights therein are and shall be owned solely and exclusively by VISO TRUST.
    2. Usage Data
      VISO TRUST may monitor the usage of the SaaS Software and may collect and/or generate data and information relating to Licensee’s and any end user’s use of the SaaS Software, including: (i) information VISO TRUST collects or licenses from third parties, and (ii) any information uploaded by Licensee to the SaaS Software (collectively, “Usage Data”). Both during and after the term of this Agreement, VISO TRUST may use the Usage Data to modify, enhance, train, and optimize VISO TRUST’s algorithms and other software used to provide the SaaS Software (including Licensor’s language models). All Usage Data (other than information uploaded by Licensee to the SaaS Software) will be owned by VISO TRUST and all Usage Data may be used for any lawful purpose, provided that VISO TRUST will not use the Usage Data in a manner that discloses any confidential relationship between Licensee and any actual or prospective vendor of Licensee. Without limiting the foregoing, VISO TRUST may collect and use vendor names and personnel contact information (including names and personnel contact information of vendors provided by Licensee) and use such information to contact such vendors and receive information from such vendors for the benefit of Licensee and and/or other customers of VISO TRUST, so long as the source of the vendor name and personnel contact information, in the case where it has been provided by Licensee, is not disclosed to other customers of VISO TRUST. VISO TRUST may provide notices, alerts, or other messages to Licensee or end users based on the Usage Data.
    3. Feedback
      Subject to Article 5 hereof, to the extent Licensee, its employees, or any end users of the SaaS Software provide VISO TRUST with any suggestions, ideas, enhancement requests, recommendations or feedback regarding the SaaS Software, or VISO TRUST otherwise conceives of or creates any ideas, enhancements, improvements, or modifications to the SaaS Software (collectively, “Feedback and Improvements”), VISO TRUST will be free to use, disclose, commercialize, license, and exploit such Feedback and Improvements without any restriction. Feedback and Improvements may also be used to improve the SaaS Software for other customers of VISO TRUST.
  5. Proprietary Information; Compliance
    1. Nondisclosure or Use
      Each Party agrees that it shall not disclose any Proprietary Information of the other Party to anyone without the written consent of the other Party, except that each Party may: (i) use the Proprietary Information of the other Party to, but only to, carry out the activities permitted hereunder; and (ii) disclose the Proprietary Information of the disclosing Party to the receiving Party’s employees, contractors, consultants, and agents who have a need to know such Proprietary Information in order to exercise the rights and fulfill the obligations of the receiving Party and who are bound by a written confidentiality agreement with confidentiality provisions no less stringent than those contained in this Agreement. The standard of care to be exercised by the receiving Party to meet the obligations in this Article 5 shall be the standard exercised by the receiving Party with respect to its own confidential or proprietary information of a similar nature but in no event less than a standard of reasonable care.
    2. Permitted Disclosures
      The receiving Party may disclose Proprietary Information pursuant to a valid order issued by a court or government agency, provided that the receiving Party provides, without delay, to the disclosing Party written notice of such disclosure requirement and cooperates with the disclosing Party if the disclosing Party seeks to limit or oppose such disclosure.
    3. Ownership and Return of Proprietary Information
      All Proprietary Information of a disclosing Party shall remain the sole property of such disclosing Party. Upon the termination of this Agreement, or at any time upon written request of the disclosing Party, the receiving Party shall return or, upon election of the disclosing Party, irretrievably delete or destroy the disclosing Party’s Proprietary Information and, in either case, not keep any copies thereof (provided that Licensee’s right to use previously downloaded Security Reports in accordance with Section 2.4 shall not terminate unless this Agreement is terminated by VISO TRUST pursuant to Section 9.2 or Section 9.4).
    4. Compliance
      Each Party shall comply with all applicable laws in relation to its obligations or performance under this Agreement. Licensee specifically agrees to comply with all export control, embargo, and sanctions laws and regulations of the United States and any other applicable jurisdiction (the “Export Control Laws”). Licensee will not violate, and will not cause VISO TRUST to violate, any Export Control Laws. Licenses or other authorizations required for the transfer of goods or services will be the responsibility of Licensee unless otherwise indicated in this Agreement, in which event Licensee shall provide all information as may be requested by VISO TRUST to enable VISO TRUST to obtain such licenses or authorizations. Each Party specifically agrees to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. Neither Party nor any of its subcontractors will, directly or indirectly, provide. or offer to provide anything of value to or for the benefit of any official or employee of a governmental authority to obtain or retain any contract, business opportunity, or other benefit, or to influence any act or decision of that person in her/his official capacity.
  6. Payment Terms
    1. Software License Fees
      Licensee will pay VISO TRUST the license fees set forth in the Quote (the “License Fees”) at the time and in the manner set forth in the Quote. Licensee will have no right to setoff any amounts due under this Agreement and all payments are non-refundable. All payments are further subject to any additional terms and conditions set forth in the Quote.
    2. Taxes
      All License Fees exclude any sales, use, excise, import, export, value added, universal service charge, withholding, or other similar taxes or governmental charges, including any related penalties and interests however designated, other than taxes based on the net income of VISO TRUST (collectively “Taxes”), and Licensee agrees to pay any Taxes imposed under this Agreement.
    3. Late Payments
      In the event Licensee fails to make any payments when due under this Agreement, Licensee may be charged a late fee on any amount that is not paid when due at a rate of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, whichever is lower, calculated from the due date until the date paid. VISO TRUST may further suspend any or all access to the SaaS Software until all amounts due and late fees are paid in full.
  7. Disclaimer
    he SaaS Software may contain errors, bugs, and other problems that could cause unavailability or failure of the SaaS Software. In addition, the SaaS Software may not have any documentation and any documentation that is in existence may be inaccurate or incomplete. EXCEPT AS SET FORTH HEREIN, VISO TRUST PROVIDES THE SAAS SOFTWARE, SECURITY REPORTS, AND ANY RELATED DOCUMENTATION TO LICENSEE ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND, AND VISO TRUST MAKES NO WARRANTY REGARDING THE SAAS SOFTWARE, SECURITY REPORTS, ANY RELATED DOCUMENTATION, OR THE USE OR OPERATION OF THE SAAS SOFTWARE, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, AND NON-INFRINGEMENT. LICENSEE MAKES NO WARRANTY REGARDING ANY FEEDBACK PROVIDED HEREUNDER AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE.
  8. Indemnification; Consequential Damages Waiver; Limitation of Liability
    1. Indemnification by VISO TRUST
      VISO TRUST will indemnify, defend, and hold harmless Licensee and its officers, directors, employees, and contractors (“Licensee Indemnified Entities”) from and against any and all liabilities, losses, damages, costs, and other expenses (including reasonable attorneys’ fees) to the extent resulting from any claim or suit asserted by a third party against a Licensee Indemnified Entity that the SaaS Software, as and in the form provided by VISO TRUST, infringes such third party’s intellectual property rights; provided, however, that VISO TRUST shall have no obligations under this Section 8.1 if and to the extent any such claim or suit, or any resulting liabilities, losses, damages, costs, or other expenses, are based on: (i) VISO TRUST’s compliance with any explicit instructions or specifications provided by Licensee; (ii) the modification of the SaaS Software by anyone other than VISO TRUST; (iii) any data uploaded to the SaaS Software by Licensee; (iv) the combination of the SaaS Software with any product, software, or service not provided by VISO TRUST; (v) a Licensee Indemnified Entity’s continued use of the SaaS Software after VISO TRUST has provided the Licensee Indemnified Entity with a new version or update to such SaaS Software that no longer infringes; (vi) a Licensee Indemnified Entity’s misuse of the SaaS Software (including any use outside of the express scope of the licenses granted hereunder); (vii) hardware or software applications of Licensee (each of (i)-(vii) hereof, an “Excluded Claim”); or (viii) any open source software used or incorporated into the SaaS Software. VISO TRUST’s obligations under this Section 8.1 are conditioned on: (a) Licensee promptly notifying VISO TRUST in writing of the applicable claim or suit; (b) VISO TRUST being granted sole control of the defense and/or settlement thereof; and (c) the Licensee Indemnified Entity furnishing to VISO TRUST, on request, all relevant information available to such Licensee Indemnified Entity and reasonable cooperation for such defense. The obligations provided in this Section 8.1 shall be the sole obligation of VISO TRUST and the exclusive remedy of the Licensee Indemnified Entities with respect to any infringement claims based on the SaaS Software or Security Reports. If VISO TRUST believes that a Licensee Indemnified Entity is, or may become, prohibited from continued use of any SaaS Software by reason of an actual or anticipated infringement claim or suit then, at VISO TRUST’s option, VISO TRUST will use its reasonable efforts to: (1) obtain for such Licensee Indemnified Entity the right to continue to use the SaaS Software as permitted hereunder or (2) replace or modify the SaaS Software so that it is no longer subject to such claim or suit. If the options described in clauses (1) and (2) above are not reasonably available to VISO TRUST, VISO TRUST has the right not to provide any portion of the SaaS Software that is the subject matter of the claim or suit or the entirety of such SaaS Software and the Licensee Indemnified Entity’s license to such SaaS Software (whether whole or in part, as contemplated above) will immediately terminate.
    2. Indemnification by Licensee
      Licensee will indemnify, defend, and hold harmless VISO TRUST and its officers, directors, employees, and contractors from and against any and all liabilities, losses, damages, costs, and other expenses (including reasonable attorneys’ fees) resulting from any claim or suit arising out of or related to (i) Licensee’s breach of this Agreement; (ii) any use (except to the extent VISO TRUST is obligated to indemnify Licensee as provided in Section 8.1) or misuse of the SaaS Software by any Licensee Indemnified Entity or any of their end users of the SaaS Software; or (iii) any Excluded Claim.
    3. Consequential Damages Waiver
      EXCEPT WITH RESPECT TO A PARTY’S BREACH OF ARTICLE 5, OR ARISING OUT OF A PARTY’S OBLIGATIONS UNDER ARTICLE 8, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER INCURRED, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE BY THE OTHER PARTY.
    4. Limitation of Liability
      NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF VISO TRUST ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE LICENSE FEES ACTUALLY PAID TO VISO TRUST DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES.
  9. Term and Termination
    1. Term
      The term of this Agreement shall commence on the date of the initial provision of the SaaS Software to Licensee and shall continue in force until otherwise terminated in accordance with this Article 9.
    2. Termination for Material Breach
      This Agreement may be terminated by either Party immediately upon written notice to the other Party if the other Party materially breaches this Agreement and such breach remains uncured within thirty (30) days after written notice of such breach is given by the non-breaching Party to the breaching Party.
    3. Termination If No Pending Quote
      At any time after the Quote has expired or terminated, either Party can terminate this Agreement immediately upon written notice to the other Party.
    4. Termination for Insolvency
      This Agreement and the Quote are terminable immediately without notice by a Party if the other Party: (i) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (ii) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within sixty (60) days of the filing of such proceeding; (iii) makes an assignment for the benefit of creditors; or (iv) undergoes any dissolution or cessation of business.
    5. Effect of Termination; Survival
      Upon the expiration or termination of this Agreement for any reason: (i) the licenses granted pursuant to Article 2 shall simultaneously terminate (provided that Licensee’s right to use previously downloaded Security Reports in accordance with Section 2.4 shall not terminate unless this Agreement is terminated by VISO TRUST pursuant to Section 9.2 or Section 9.4); (ii) Licensee and all end users and customers thereof shall immediately cease all use of the SaaS Software; (iii) each Party shall fulfill its obligations with the return or irretrievable deletion of Proprietary Information (and not keeping any copies of such Proprietary Information) in accordance with Section 5.3; (iv) Licensee will pay VISO TRUST the fees due under the Quote for work properly completed or services otherwise properly rendered in accordance with the Quote as of the effective date of such termination or expiration; and (v) Articles 1, 3, 4, 6, 7, 8, and 10 (other than Section 10.10) and Section 5.3, and this Section 9.5 shall, in each case of the aforementioned, survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the termination or expiration of this Agreement will not relieve either Party of any liability or obligation that accrued prior to such termination or expiration. In addition, if this Agreement is terminated by VISO TRUST due to Licensee’s uncured material breach, then Licensee will immediately pay to VISO TRUST any and all amounts that would have been owed or otherwise payable to VISO TRUST during the term of the Agreement had it not been terminated early.
  10. General
    1. Relationship
      The Parties are each independent contractors, and neither Party shall be, nor represent itself to be, the franchiser, joint venturer, franchisee, partner, broker, employee, servant, agent, or legal representative, of the other Party for any purpose whatsoever. Neither Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party, or bind the other Party in any manner whatsoever.
    2. Amendment; Waiver
      This Agreement may not be modified, amended, or supplemented, except by a signed writing of all Parties hereto. No failure to exercise, and no delay in exercising, any right, power, or privilege under this Agreement shall, in either case, operate as a waiver, nor shall any single exercise, any single failure to exercise, or a partial exercise of a right, power, or privilege hereunder, in any case, preclude the exercise of any other right, power, or privilege. No waiver of any right, power, or privilege hereunder shall be valid unless made in writing and signed by the waiving Party.
    3. Severability
      If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement or the application of such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.
    4. Notice
      Any notice required or permitted to be given by either Party under this Agreement shall be in writing and shall be personally delivered, sent by a facsimile transmission, sent by certified or registered mail, or sent by a nation-wide courier service, to the other Party at its address set forth in this Agreement or such new address as may from time to time be supplied by the Parties hereto in accordance with this Section 10.4. If personally delivered, notices will be deemed delivered and effective on the date of personal delivery. If sent by facsimile machine, then notices will be deemed delivered and effective upon the date of confirmation of receipt by answer-back from the recipient. If delivered by a nation-wide courier service, then notices will be deemed delivered and effective on the date of receipt.
    5. Captions and Headings
      All captions and headings are for reference only and shall not be considered in interpreting or construing this Agreement.
    6. Assignment; Subcontracting
      This Agreement may not be assigned or delegated by Licensee without the prior written approval of VISO TRUST. VISO TRUST may freely assign this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. VISO TRUST may subcontract any or all of its obligations under this Agreement without Licensee’s consent, provided that VISO TRUST will remain responsible for such subcontractor’s performance hereunder.
    7. Injunctive Relief
      The Parties acknowledge that any breach of any of the provisions of this Agreement may cause irreparable harm and significant injury to VISO TRUST, the extent of which may be extremely difficult to ascertain. Accordingly, Licensee agrees that VISO TRUST will have, in addition to any other rights or remedies it may have available at law or in equity, the right to seek injunctive relief, without posting bond, to enjoin any breach or violation of such provisions.
    8. Governing Law
      This Agreement shall be governed by and construed in accordance with the laws of the state of California, without reference to conflicts of law principles. The application of the United Nations Convention on the International Sale of Goods is specifically disclaimed. All claims arising out of or relating to this Agreement (including its formation, performance and breach), the Parties’ relationship with each other and/or Licensee’s use of the SaaS Software shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) on a confidential basis in accordance with the provisions of AAA’s Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. The arbitrator’s award shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction, subject to review in accordance with applicable statutes governing arbitration awards. The interpretation and enforcement of this agreement shall be governed by the Federal Arbitration Act. Notwithstanding the above, neither Party will be required to arbitrate a dispute relating to the misuse or misappropriation or any Proprietary Information or the infringement of intellectual property rights, which dispute shall be brought in the federal and state courts in Alameda County, California, and each Party hereby consents to the jurisdiction and venue of such courts for such disputes. The Parties agree that any and all process directly to any of them in any such litigation may be served outside the State of California with the same force and effect as if the service had been made within the State of California and that service of process may be effected in accordance with Section 10.4 hereof.
    9. Force Majeure
      VISO TRUST shall not be in default by reason of any failure in performance of its obligations if such failure arises out of causes beyond the control (whether caused directly or indirectly) of VISO TRUST. Such causes may include, but are not restricted to: Acts of God or of the public enemy; acts of government (including specifically but not exclusively any orders, rules, or regulations issued by any official or agency of any such government) in either its sovereign or contractual capacity; riots; fires; earthquake; floods; epidemics or pandemics; quarantine restrictions; embargoes; strikes; labor difficulties; delays or interruptions in performance by suppliers or subcontractors; unusually severe weather; shortages in labor, fuel, materials, and supplies; internet connectivity problems; hacking of any facilities, resources, or infrastructure (whether of VISO TRUST or any third-party service provider thereof); or any combination thereof.
    10. Marketing, Demo, and Co-marketing
      VISO TRUST may use Licensee’s name, logo, and trademarks, in printed, audio, and digital formats and on VISO TRUST’s websites, for the purpose of advertising and marketing the SaaS Software, provided that no quotes or other attributions will be made to Licensee without Licensee’s prior written consent. Licensee and VISO TRUST may publicly refer to the other Party as a licensor and a customer, respectively.