DE VILLIERS WALTON CONNECTOR PRODUCTS FOR SAP ​ SOFTWARE LICENSE AGREEMENT ​ THE DE VILLIERS WALTON CONNECTOR PRODUCTS FOR SAP (“DVW xCS”) SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER (“YOU” OR “YOUR”) AND DE VILLIERS WALTON LIMITED ("DVW") FOR THE DVW xCS SOFTWARE ACCOMPANYING THIS AGREEMENT OR OTHERWISE PROVIDED BY DVW AND OR ANY RESELLER (AS DEFINED IN CLAUSE 14), WHICH MAY INCLUDE COMPUTER SOFTWARE, ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION (“SOFTWARE”). YOU REPRESENT, WARRANT AND COVENANT TO DVW THAT: (A) YOU ARE REQUESTING THE SOFTWARE TO USE FOR INTERNAL BUSINESS PURPOSES ONLY, THAT MAY INCLUDE EVALUATING THE SOFTWARE FOR SUCH USE DURING A TEMPORARY TRIAL PERIOD, AND (B) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, AND (C) THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY YOU, AND IS ENFORCEABLE AGAINST YOU. BEFORE CONTINUING WITH THE INSTALLATION OF THE SOFTWARE, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY DOWNLOADING AND INSTALLING THE SOFTWARE, YOU SIGNIFY YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THE LIMITATIONS AND WARRANTY DISCLAIMERS CONTAINED THEREIN. IF YOU DO NOT WISH TO BE BOUND BY ANY PART OF THIS AGREEMENT, YOU ARE NOT AUTHORISED TO PROCEED WITH DOWNLOADING, INSTALLING OR USING THIS SOFTWARE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DVW RESERVES THE RIGHT AT ITS SOLE DISCRETION TO ACCEPT, REJECT OR CANCEL, IN WHOLE OR IN PART, ANY OR ALL ORDERS RECEIVED FOR DOWNLOADING, INSTALLING OR USING THIS SOFTWARE. DVW xCS IS PROPRIETARY SOFTWARE PROTECTED BY INTELLECTUAL PROPERTY AND COPYRIGHT LAWS AND INTERNATIONAL TREATIES. 1. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, DVW grants You a non-exclusive, non-transferable and limited license to use the Software for which You have paid the applicable fees or obtained with DVW’s permission on a trial basis. You shall use the Software solely for Your internal business purposes and in accordance with the terms and conditions of this Agreement. In order to preserve and protect DVW’s rights under applicable law, the Software is licensed, not sold, to You and You shall have no ownership rights to any Software owned by or licensed to DVW. You do not have rights to redistribute, resell or otherwise disclose the Software or any component of the source code to any third parties or allow any unlicensed usage inside or outside Your organisation for any purpose whatsoever and You are legally responsible for maintaining its secrecy. You do not have rights to sell any component of the DVW xCS or redistribute it in any way as a standalone product. This license does not grant to You or infer any rights entitling You to access or use any third party software, software components or software products, including but not exclusively other proprietary software products required for proper use of the Software that is provided under independent licensing agreements by other software vendors such as Alteryx, KNIME, Microsoft, Tableau and SAP. If You acquire or are provided with any directories, components, connectors, utilities, data, or other items from DVW for use with the Software (the “Additional Technology”), Your use of the Additional Technology shall be in accordance with the terms, conditions, obligations and restrictions of this Agreement. The term “Software” as used herein, shall be deemed to include the Additional Technology. You shall not place the Software on the Internet or any similar network or network service or enter into any reseller, distribution or third party arrangements for such distribution as, but not limited to, electronic, on line, subscription, “fee for service” or general, uncontrolled availability to the public without a prior written agreement with DVW. De Villiers Walton Limited a company registered in England and Wales with registered office at Bank House, 81 St Judes Road, Englefield Green, Surrey, TW20 0DF, United Kingdom (Company Reg. No. 4638006) is the company from whom You are purchasing the Software licenses or related services. 2. INSTALLATION AND USE. You may install and use the Software only in the configuration and for the number of licenses acquired by You. Any reference to a DVW xCS Software license herein is deemed to include reference to all types of DVW Software licenses that shall collectively constitute the DVW Software Integration Platform (“DVW SIP”). DVW SIP includes but is not limited to all DVW Alteryx Connector for SAP (“DVW ACS)”, DVW Tableau Connector for SAP (“DVW TCS”), DVW KNIME Connector for SAP (“DVW KCS”) and DVW Power BI Connector for SAP (“DVW PCS”) Software licenses together with any optional add-on’s and Process Automation (“DVW RPA”) tools. In order to exercise Your rights to the Software under this Agreement You must activate and assign each DVW xCS Desktop Software license purchased by You to a single personal computer and each DVW xCS Server Software license purchased by You to a single DVW SIP vendor Server such as to an Alteryx, KNIME, Microsoft Power BI or Tableau Server in the manner described during the launch sequence. DVW may control the number and type of licenses and the use of the Software by key codes. 3. SOFTWARE USE RIGHTS. (a) “Named User” shall mean any one member of Your Personnel named and authorised by You under a valid license purchased from DVW to use (in accordance with the terms of this Agreement and solely for Your internal business purposes) the Software. A Named User is a real person, not a team, department, bot or other collective. A Software license purchased hereunder cannot be shared or used by multiple members of Your Personnel. For the purposes of this Agreement, “Personnel” shall include Your employees and Your Sub-Contractors where Your “Sub-Contractors” are individuals engaged by You for Your internal business purposes under a fully executed contract. It follows that Your Sub-Contractors are excluded from the reference to third parties as used in this Agreement. You agree to ensure that any such Named User shall be subject to the same restrictions on the use of the Software and protection of DVW’s and Reseller’s (if Software is purchased through a Reseller) Confidential Information as those that bind You hereunder, and You shall remain responsible and liable for such Named User’s compliance with all the terms of this Agreement. The designated Named Users may be changed or updated from time to time by You upon written notice to DVW in the event Personnel are no longer employed or engaged by You or the job description of the designated Personnel no longer includes usage of the Software. (b) “Named System” shall mean (i) each personal computer identified by You for installation of the DVW xCS Desktop Software and or (ii) each DVW SIP vendor Server such as Alteryx, KNIME, Microsoft Power BI or Tableau Server identified by You for installation of the DVW xCS Server Software. The number of such Named Systems shall be governed by the number of DVW xCS licenses purchased by You in accordance with this Agreement. Before You run any instance of the Software under a Software license, You shall assign that license to such Named System. You may not assign the same DVW xCS Desktop Software license to more than one personal computer or the same DVW xCS Server Software license to more than one DVW SIP vendor Server. Only Your users that hold a valid DVW xCS Desktop Software license may design and publish workflows / extracts to a licensed vendor Server such as Alteryx, KNIME, Microsoft Power BI or Tableau Server, and, subject to the level of Server Software license purchased, consume the output of workflows published to the Server. (c) Notwithstanding anything to the contrary herein, any Software that may be provided at DVW’s entire discretion on a trial basis is provided “AS-IS” without warranty of any kind, express or implied. Subject to the terms and conditions of this Agreement, during the trial period You may use the Software on a temporary basis in a non-production environment solely to evaluate the use of the Software for Your internal business purposes. Unless otherwise agreed in writing by DVW, the trial period shall expire fourteen (14) calendar days after the Software is released to You. Upon expiry of the trial period, You shall promptly un-install and destroy all copies of the Software and You agree that You shall automatically become liable to pay the prevailing license fees in addition to any other remedies that DVW is entitled to by applicable law or under the terms of this Agreement if You abuse Your limited rights to evaluate the Software during the trial period or continue to use the Software after expiry of the trial period without having first purchased valid licenses hereunder. 4. OWNERSHIP. DVW retains all right, title and interest in and to the Software and any and all components thereof, as well as all modifications, enhancements and corrections made to the foregoing and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. You neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. You agree to retain the Software and the terms of this Agreement in confidence and prevent them from unauthorised disclosure or use except with DVW’s prior written consent. DVW reserves all rights not expressly granted to You. Any improvements or alterations to the Software, whether authorised or not, made by You or any third party, and all Intellectual Property Rights related thereto, shall be the sole and exclusive property of DVW, and You hereby assign all of its right, title and interest therein to DVW. You covenant that You will promptly disclose to DVW all such improvements or alterations, whether patentable or copyrightable or not, together with any and all other enhancements, uses, modifications, and or improvements of or to the Software which You conceive, work upon, or otherwise become aware of. You agree to execute, acknowledge, and deliver any and all instruments, documents, and papers and to do any and all other things that may be reasonably necessary to carry out the provisions of this Clause. Nothing in the Agreement constitutes a waiver of DVW’s rights under international copyright law. All rights not specifically granted under this Agreement are reserved by DVW, and You agree that You will not commit or permit any act or omission by Your agents, employees or any third party that would impair such rights. You agree to notify DVW immediately upon obtaining any information regarding a threatened or actual infringement of the intellectual property rights licensed hereunder. You own all title and intellectual property rights to any data or information owned and provided by You when using the Software. 5. COPYRIGHT. The Software is copyrighted by DVW and is protected by international copyright and patent laws and international treaty provisions. You may not copy the Software except to install the Software components licensed to You, as set forth in Clauses 2 and 3, as part of executing the Software. You may not copy, update, merge, republish or distribute (either in hardcopy or electronic form) the documentation or any part of it included with the Software, and warrant that it shall be used only by licensed end users in conjunction with their use of the Software. 6. RESTRICTIONS. You acknowledge that the Software and its structure and source code constitute valuable trade secrets of DVW. Accordingly, You agree that, except as expressly permitted by this Agreement or expressly agreed to in writing by DVW or by applicable law You may not Yourself or allow any third party to: (a) rent, lease, sublease, timeshare, loan, disclose, resell, transfer, assign, reuse, sublicense, or otherwise distribute the Software or any of the rights granted by this Agreement without the express written permission of DVW; (b) use the Software for the benefit of a third party or to operate a service bureau; (c) modify (even for purposes of error correction), merge the Software with other software, reproduce, copy, adapt, alter, improve, or translate the Software or create derivative works therefrom except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (d) in any way decode, reverse engineer, translate, disassemble, or otherwise attempt to derive the source code of the Software, or decompile the Software (including reverse compiling to ensure interoperability) or any portion thereof except to the extent and for the express purposes authorised by applicable law notwithstanding this limitation; (e) use the Software to develop a product which is competitive with any DVW product offerings; (f) use unauthorised keycode(s) or distribute keycode(s); (g) disclose any Software benchmark results to any third party without DVW’s prior written approval, (h) permit third party access to, or use of the Software except as expressly permitted herein, (i) alter, obscure or remove, or allow to be altered, obscured or removed, any DVW copyright, Trademark, trade secret, or other proprietary rights notice from any unit of the Software; (j) distribute or publish keycode(s); (k) allow access to unlicensed internal users; (l) allow a greater number of users to access the Software than the total number of user licenses for which You have paid or is otherwise licensed; (m) make any attempt to unlock or bypass any initialisation system, or encryption techniques used by the Software; (n) disclose any and all passwords and or lock-codes provided by DVW and or any Reseller under this Agreement. If You wish to exercise any right to reverse engineer to ensure interoperability in accordance with applicable law, You shall first provide written notice to DVW and permit DVW, at its discretion, to make an offer to provide information and assistance reasonably required to ensure Software interoperability with Your other products for a fee to be mutually agreed upon (if any). Where applicable, U.S. Government Restricted Rights apply in accordance with Clause 15. 7. CONFIDENTIALITY OBLIGATIONS. (a) Each party shall refrain from disclosing the other party’s Confidential Information to third parties during the term and for ten (10) years following the termination of this Agreement; take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the other party’s Confidential Information; and refrain from disclosing, reproducing, summarizing, and or distributing the other party’s Confidential Information except in pursuance of the receiving party’s business relationship with the disclosing party, and only as otherwise provided hereunder. “Confidential Information” means all information, in any form, whether or not marked or identified, whether of the disclosing party or any of its clients or affiliates, furnished or otherwise made available, directly or indirectly, by virtue of the provision of a license under this Agreement, that is not generally known outside of the disclosing party, its clients, employees or affiliates or which, in view of the nature of such information and or the circumstances of its disclosure the receiving party knows or reasonably should know is confidential or proprietary relating to either party or such party’s parent, affiliate, or subsidiary companies, but excluding information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (ii) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (iii) is independently developed by the receiving party or learned by the receiving party from third parties with no access to the Confidential Information; (iv) is lawfully obtained from a third party that has the right to make such disclosure; or (v) is made generally available by the disclosing party without restriction on disclosure. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information in accordance with a judicial or other governmental order, provided that the receiving party either (i) gives the disclosing party reasonable notice prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order or equivalent to the extent it is legally permitted to do so, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the disclosing party’s Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, You shall not disclose any computer source code that contains DVW’s Confidential Information in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of the foregoing sentence. (b) You shall allow access to the Software only to Named Users for Named Systems as defined in Clause 3. (c) You shall (i) cooperate with DVW and use Your best efforts to assist DVW in protecting the DVW Software from infringement or misappropriation by any party, (ii) promptly notify DVW of any act of which You become aware that might constitute an infringement of Intellectual Property Rights or that may constitute unfair competition or other unfair business practice against DVW, and (iii) promptly notify DVW of any allegation of which You become aware that the Software infringes upon the rights of any individual or entity or otherwise violates any law anywhere where you operate Your business. (d) You agree that any breach of any obligation contained in this Clause 7 by You or a Named User, will cause immediate and irreparable harm to DVW, and, accordingly, DVW shall be entitled, without limitation, to immediate injunctive relief against any actual or threatened violation. 8. LIMITED WARRANTY AND DISCLAIMER. (a) Excluding third party products and user capability or error, DVW warrants to You that for a period of ninety (90) calendar days from delivery of the Software, the Software will substantially conform to the functional description set forth in its standard documentation. Any implied warranties on the Software are limited to ninety (90) days from delivery to the extent such warranties cannot be disclaimed under Clause 8(c) below. The above warranties specifically exclude any trial licenses as well as defects resulting from accident, abuse, unauthorised repair, modifications, or enhancements, or misapplication. DVW does not warrant that use of the Software will operate uninterrupted or error free. Delivery of additional copies of, or revisions or upgrades to, the Software, including releases provided under maintenance services, shall not restart or otherwise affect the warranty period in effect during a given License Term. (b) Your exclusive remedy for breach of the above-stated limited warranty shall be, at DVW’s option, either: (i) correction or replacement of the Software with product(s) which conform to the above-stated limited warranty; or (ii) return of the price paid for the Software and termination of this Agreement with respect to those copies not in compliance. Such remedy shall be provided to You by DVW only if You give DVW written notice of any breach of the above-stated limited warranty, within ninety (90) calendar days of delivery of the Software. (c) EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS CLAUSE 8 AND WARRANTIES IMPLIED BY LAW THAT CANNOT BE LIMITED, DVW DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (IV) OF THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY DATA, (V) OF ANY INTEGRATION WITH THIRD PARTY SOFTWARE OPERATING PROPERLY, (VI) OF COMPLIANCE WITH THIRD PARTY LICENSING AGREEMENTS, OR (VII) AGAINST HIDDEN DEFECTS. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE RELIED UPON YOUR OWN EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE SOFTWARE AND THAT YOU HAVE SATISFIED YOURSELF AS TO THE SUITABILITY OF THE SOFTWARE TO MEET YOUR REQUIREMENTS. (d) You shall indemnify, defend, save and hold harmless DVW and the respective officers, directors, employees, successors, and assigns of DVW and or any Reseller (if Software is purchased through a Reseller) (“DVW Parties”) against any claims, suits and actions asserted by a third party against any of the DVW Parties for liabilities, damages and costs, including reasonable attorney's fees, from any and all third party claims regarding Your use of the Software in violation of or outside the scope of this Agreement, including, but not limited to, third party claims alleging infringement of their intellectual property rights. (e) DVW shall indemnify, defend, save and hold harmless You and Your respective officers, directors, employees, successors, and assigns (“Your Parties”) against any claims, suits and actions asserted by a third party against any of Your Parties for liabilities, damages and costs, including reasonable attorney's fees, from any and all third party claims regarding Your permitted use of the Software, including, but not limited to, third party claims alleging infringement of their intellectual property rights. 9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS RESELLERS, DISTRIBUTORS, SUPPLIERS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL OR BUSINESS PROFITS OR REVENUES, LOSSES RESULTING FROM WORK STOPPAGE, LOSS OR INACCURANCY OF ANY DATA, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF THE AFFECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DAMAGES RESULTING FROM: (I) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (II) DEATH OR BODILY INJURY ARISING FROM EITHER PARTY’S NEGLIGENCE. EXCEPT IN CONNECTION WITH DAMAGES RESULTING FROM DVW’S INDEMNIFICATION OBLIGATIONS HEREUNDER, DVW AND ITS RESELLERS’ AGGREGATE LIABILITY TO YOU FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE ANNUAL SOFTWARE LICENSE FEES PAID BY YOU FOR THE SOFTWARE IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM, OR THE FEES PAID BY YOU FOR THE SERVICE DIRECTLY CAUSING THE DAMAGES. DVW WILL NOT BE LIABLE FOR DAMAGES FROM THIRD PARTY PRODUCTS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS AGREEMENT. 10. PRODUCT SUPPORT AND MAINTENANCE SERVICES. DVW will provide to You product support and maintenance services for purchased Software as specified in DVW’s then-current applicable DVW Support and Maintenance Schedule. Upon releasing a new version of the Software, DVW may change or terminate the level or type of support that DVW offers to You for older versions of the Software upon thirty (30) days' written notice. Any defects resulting from third party software modifications or failures, accident, abuse, unauthorised repair, modifications, or enhancements, or misapplication are out-of-scope under this Agreement. A separate schedule for Implementation Services may be entered into by mutual agreement between the parties. 11. TERM AND TERMINATION. (a) This Agreement shall become effective on the date that You first sign it or execute it by electronic means as described in the second paragraph of this Agreement (“Effective Date”) and shall terminate in accordance with this Clause 11. Software licenses purchased hereunder shall be valid for either twelve (12) months or thirty-six (36) months (the “License Term”) dependent on Your Order as submitted in accordance with Clause 17. The License Term of a purchased license shall commence on the earlier of the date the Software is shipped to You or You download the Software. It follows that the initial term of an Order by You shall be twelve (12) months or thirty-six (36) months (the "Initial Term"). (b) At the end of the Initial Term, the DVW xCS Agreement shall automatically be extended by further periods equal to the Initial Term (each a "Renewal Term") unless You give notice of termination in accordance with this Clause 11. Upon giving thirty (30) days written notice prior to the end of the then current License Term, You may either (i) Terminate the DVW xCS Agreement for convenience; or (ii) Cancel Named Systems. Such notice by You shall be sent by registered post to the address specified in Clause 1 of this Agreement with a scanned copy emailed on the same day to gdv@dvwsolutions.com. DVW may terminate the DVW xCS Agreement for convenience upon giving thirty (30) days written notice prior to the end of the then current License Term. (c) The License Term of a trial license shall commence on the earlier of the date the Software is shipped to You or You download the Software and shall automatically terminate at the end of the trial period. (d) Notwithstanding the foregoing, either party may immediately terminate this Agreement and any licenses and services provided hereunder if: (a) the party notifies the other party in writing of a breach and such breach is not cured within seven (7) working days; or (b) a party makes an assignment for the benefit of creditors or proceedings are commenced by or for that party under any bankruptcy, insolvency, or debtor's relief law. DVW may immediately terminate this Agreement if You commit any breach of Clauses 1, 4, 5, 6 or 7 hereof. Termination shall not relieve You from Your obligation to pay fees that remain unpaid and shall not limit either party from pursuing other available remedies. Upon termination by DVW of this Agreement or any part thereof, DVW shall have no obligation to refund to You any fees paid by You, and You agree to waive, in perpetuity and unconditionally, any and all claims for refunds. If a Software license is revoked, You must certify in writing to DVW that You have immediately un-installed and destroyed all copies of the Software within fourteen (14) days of such revocation. DVW and or any Reseller (if Software is purchased through a Reseller) may also enforce its other legal and equitable rights. (e) The following Clauses shall survive termination of this Agreement: 4, 5, 6, 7, 8(a), 8(c), 8(d), 8(e), 9, 11, 12, 13, 14 and 18. 12. AUDIT. If so requested by DVW, during the term of this Agreement and for twelve (12) months after termination, You agree to self-certify in writing to DVW Your compliance with the terms of this Agreement in the format requested by DVW. DVW reserves the right to audit, upon reasonable notice to You and at DVW’s expense, Your systems and records to determine Your compliance with this Agreement. In the event any such audit reveals that You have underpaid DVW in the period being audited, or that You have breached any material obligation hereunder, then, in addition to such other remedies as DVW may have, You shall pay or reimburse to DVW the cost of the audit. This Clause shall apply equally to any Software license(s) purchased or provided to You on a trial basis. 13. GENERAL. Notwithstanding any other provision in this Agreement, nothing in this Agreement shall create or confer (whether expressly or by implication) any rights or other benefits whether pursuant to the Contracts Rights of Third Parties Act 1999 or otherwise in favor of any person not a party hereto. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. The failure of either party at any time to enforce a provision of this Agreement shall in no way constitute a waiver of the provision, nor in any way effect the validity of this Agreement or any part hereof, or the right of such party thereafter to enforce each and every provision of this Agreement. You may not assign Your rights or delegate Your obligations regarding this Agreement, or any portion thereof, to any third party, without DVW’s prior written consent. Neither party shall be deemed in breach of this Agreement to the extent that performance of its obligations is prevented or delayed by reason of any act of God, fire, natural disaster, accident, riot, act of government, shortage of materials or supplies, third party non-performance (including, without limitation, failure of performance by common carriers, interexchange carriers and local exchange carriers) or any other cause beyond such party's reasonable control. This Agreement constitutes the entire agreement between You and DVW, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. DVW may modify this Agreement as and when it distributes new versions of the Software. The latest version of the Agreement will be made available on the DVW website upon distribution of the Software. You agree to be bound by the Agreement, as amended from time to time when using any such new versions of the Software. If You are acquiring the Software on behalf of an entity, You represent and warrant that You have the legal capacity to bind such entity to this Agreement. All terms of any purchase order or other ordering document submitted by You shall be superseded by this Agreement. The product name for the Software is a trademark or registered trademark of DVW. For the purposes of marketing or publicising or selling additional Software or related services, DVW may wish to disclose that You have utilised the Software, in which event DVW may identify You by company name and logo and may indicate the nature or category of such Software deployment in general terms and any details that are not commercially sensitive to You. You acknowledge that monetary damages may not be a sufficient remedy for breaches of this Agreement and that DVW shall be entitled to seek, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. Should You have questions concerning this Agreement, please write to: De Villiers Walton, Attn: Contracts Department, Bank House, 81 St Judes Road, Englefield Green, Surrey, TW20 0DF, United Kingdom. 14. RESELLER. If You have purchased the Software through an authorised reseller of DVW Software (“Reseller”), except with respect to Clauses 4, 5, 6, 8(c), 8(d), 9 and 11, and except for references to both DVW and Reseller, all references herein to obligations of, and duties owed to, DVW, shall hereby be deemed to reference Reseller. 15. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is De Villiers Walton Limited. Rights are reserved under copyright laws of the United States with respect to unpublished portions of the Software. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the Software with only those rights set forth herein. 16. EXPORT LAW. This Agreement is subject to all applicable export laws and regulations. You hereby certify that You will not directly or indirectly, export, re-export or transship the Software or related information, media, or products in violation of any applicable international laws or regulations. If at any time DVW reasonably determines the laws of any country are or become insufficient to protect DVW's rights in its Software, DVW reserves the right to restrict Your rights to use the Software in that country, provided that DVW grants You a minimum of thirty (30) days' written notice for such restriction. 17. ORDER TERMS, BILLING AND SHIPPING. Further to Clauses 3 and 11, You may order a Software license(s) for a Named User(s) for use of the Software on a Named System(s). Software licenses can be ordered for a License Term of either twelve (12) months or thirty-six (36) months. Purchase Orders conforming to DVW Purchase Order requirements may be accepted from qualified companies to facilitate payment. All pre-printed terms of any Purchase Order or provisions embedded in any administration or vendor registration process not approved in writing and signed by DVW shall have no legal effect. Payment terms are Net Due upon Receipt of Invoice, unless otherwise agreed. Payment method is by electronic Domestic or International Bank Wire-Transfer, at the price and in the currency as quoted, unless otherwise agreed. Software is released upon confirmed receipt of full payment, unless otherwise agreed. DVW reserves the right to interrupt the usage of Software that remains unpaid. Any sums due to DVW which are unpaid after the appropriate due date shall furthermore bear interest at the rate of one and a half percent (1.5%) per month, or the highest interest rate allowed by law, from the date due, until payment is received by DVW. Pricing will be governed by the then-current DVW Price List that is updated at DVW’s discretion and published on http://www.dvwanalytics.com/pricing-acs.html. Prices and the Terms of this Agreement quoted by DVW are subject to change by DVW at any time, provided that DVW will honor the pricing already effective during a then-current License Term for any paid License until the expiry of that License Term. DVW specifically disclaims price guarantees of any kind. DVW reserves the right to cancel an Order at its reasonable discretion, subject to providing a refund of any payment received by DVW prior to such cancellation. Quoted prices exclude all applicable sales taxes and You are responsible for payment of all applicable sales, use, personal property, consumption, VAT, GST, withholding, and other taxes and all applicable export and import fees, custom duties and similar charges, excluding taxes based on DVW’s net income. Risk of loss for Software ordered by You shall pass from DVW to You upon delivery of such Software by DVW to the designated Named User. DVW will not accept returns of Software from You nor will DVW provide You with any allowance, credit or discount for Software which You may wish to return, or for other fees paid or due to DVW hereunder, unless agreed upon in writing by both parties. 18. GOVERNING LAW. This Agreement is governed by the laws of England and Wales, without reference to conflict of law provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. You agree to the exclusive jurisdiction of the English courts for resolution of any dispute related to this Agreement. [Updated: 6th November, 2021]