Introduction¶

Software License¶

EXPERIMENTAL DESIGN & ANALYSIS SOLUTIONS, INC. SOFTWARE LICENSE AND SUPPORT AGREEMENT

This Software License and Support Agreement (this “Agreement”) is entered into by and between Experimental Design & Analysis Solutions, Inc., a corporation organized under the laws of Tennessee (“EDAS”) and having an address at 1039 Parkway Drive, Spring Hill, TN 37174, and the Customer executing the installation process, in consideration of their mutual promises and subject to the Terms and Conditions. This Agreement consists of (a) the provisions appearing on this page as retained in EDAS’s system in connection with installation of the Licensed Product, (b) the Terms and Conditions, and (c) any and all Selection Addenda that are included at the end of this Agreement (if any).

LICENSE GRANT: EDAS hereby grants to Customer and Customer accepts, subject to all of the provisions of this Agreement, a non-exclusive, non-transferable license to use this product, during the applicable License Term, solely at the facility or facilities identified in records maintained at EDAS, Inc.. Customer agrees to all terms of this license by electronically accepting these terms during software installation of the Licensed Product. A record of the computer host identification, and the installation date have been logged into the use files of the software provided upon installation. The “Effective Date” of this Agreement is the installation date or 30 days from the invoice date which ever occurs first. This information is visible on the software start up banner screen after the installation and registration has been completed.

1. LICENSE USE. “Licensed Product” means and includes each computer software application program or module provided by EDAS, in each case solely in machine readable object code form, and printed product manuals or other user documentation delivered by EDAS with that code. Each Licensed Product may be used by Customer only during the License Term in accordance with EDAS’s published product specifications. Customer may cause the Licensed Products to be installed and used on the number and types of central processing units, servers and/or sites as identified by the product provided by EDAS; however, the Licensed Products may be used only for Customer’s internal business purposes, only at the facility or facilities identified, and only by Customer’s own employees. Individual user licenses require that the applicable Licensed Product be installed on only one central processing unit at any given time, but may be used by more than one individual subject to the above single CPU installation restriction. Customer may not sub license any of Customer’s rights under this Agreement, and may not use the Licensed Products for the direct or indirect benefit of, or for purposes of rendering services to, any other person, entity or organization.
2. LICENSE TERM. TERMINATION. (a) “License Term” means the term of the license granted by this Agreement with respect to a particular Licensed Product. “License Date” means the Effective Date specified upon installation or 30 days after invoice, which ever is earlier. The License Term begins on the License Date and continues until it is terminated by Customer or by EDAS in the manner set forth in this Agreement. (b) Notwithstanding any other provision of this Agreement, the License Term may be terminated: (i) at any time by Customer by delivering at least 60 days’ advance written notice of termination to EDAS, unless a Minimum License Period with respect to that Licensed Product is specified, in which event Customer may not terminate the License Term prior to the expiration of that period; or (ii) at any time by EDAS with respect to any Licensed Product for which a Monthly License Fee is specified, by delivering at least 60 days’ advance written notice of that termination to Customer; or (iii) at any time by either Customer or by EDAS with respect to all Licensed Products, immediately upon delivering written notice of that termination, if the other party shall have materially breached its obligations under this Agreement with respect to any Licensed Product and shall have failed to cure that breach within a reasonable period of time, not to exceed 30 days, after having received written notice of that breach from the terminating party. The right to terminate a License Term pursuant to clause (b) (iii) of this Section 2 is in addition to, and not in lieu of, any other rights or remedies that may be available to the terminating party at law or in equity on account of a breach. No termination of a License Term affects any right of any party which accrued under this Agreement prior to that termination. (c) Notwithstanding any other provision of this Agreement, the obligations of Customer set forth in Sections 7 (Ownership; Confidentiality) and 13 (Return of Licensed Products) of these Terms and Conditions, together with provisions relating to the enforcement of the surviving provisions, survive any termination of a License Term (whether effected by EDAS or by Customer) and continue to be binding upon Customer and its successors and assigns.
3. LICENSE FEES. “Annual License Fee” means the fee so designated with respect to a particular Licensed Product. In consideration for the license granted under this Agreement, Customer shall pay to EDAS with respect to each Licensed Product the Annual License Fee specified during purchase. Unless different payment terms are specified, each Annual License Fee, together with any applicable Technical Support Fees, is due and payable in full on the License Date, and the Annual License Fee, together with any applicable Technical Support Fees, for each Licensed Product for each subsequent 12 month period is due and payable on the anniversary date of the License Date to which the Annual License Fee applies. The Annual License Fee, as well as the Perpetual License Fee, Technical Support Fee and Training Fee, as applicable to any Licensed Product, will be the fee price published on the EDAS’s web site at www.edasinc.com (the “EDAS Web Site”) as of the License Date, and each is subject to change without notice. “Perpetual License Fee” means the fee so designated with respect to a particular Licensed Product. In consideration for the license granted under this Agreement, Customer shall pay to EDAS with respect to each Licensed Product the Perpetual License Fee. Customer shall be licensed to use the software without time limit. EDAS is not responsible for providing technical support or maintenance for this software license upon expiration of applicable technical support agreements, if any. Further, EDAS may levy a fee upon Customer, for installation on another machine should Customer wish to transfer the Licensed Product software to a new computer or otherwise require a new installation of the said Licensed Product software on another machine. Unless different payment terms are specified, each Perpetual License Fee, together with any applicable Technical Support Fees, is due and payable in full on the License Date.
4. PREMISES AND ENVIRONMENT. Customer shall prepare the premises and hardware and other environmental conditions at the designated facility or facilities according to the written instructions provided by EDAS. EDAS shall deliver the Licensed Product to Customer’s designated facility or facilities as soon as reasonably possible after the purchase date, but in no event more than 45 days after that date.
5. TAXES; PAYMENTS. (a) In addition to the charges due under this Agreement, and even if Customer provides a tax exemption number, affidavit or other evidence of tax exemption, Customer is responsible for the payment of all taxes, including but not limited to sales, use, property, excise, value added and gross receipts taxes levied on this Agreement, the Licensed Products, except taxes based on EDAS’s net income. (b) Customer has 30 days after the date on which any payment is due under this Agreement to contest in good faith, in writing, the amounts and items charged. Past due uncontested amounts accrue interest of 1.5% per month from the due date of the amount or the highest rate of interest permitted under applicable law, whichever is less. EDAS will not be required to refund any Annual License Fees, Training Fees, Technical Support Fees, or other fees paid to EDAS under this Agreement except as expressly set forth in these Terms and Conditions.
6. TRAINING; OTHER ASSISTANCE. (a) For the training fee set forth in the EDAS Web Site as of the License Date with respect to a Licensed Product (the “Training Fee”), if so purchased, Customer has contracted for training with respect to a Licensed Product if a “Training Fee” is specified for that Licensed Product. In consideration for that Training Fee, EDAS will provide EDAS’s standard training program with respect to that Licensed Product for one employee (or such other agreed-upon number) of Customer in accordance with EDAS’s standard training schedule for that Licensed Product. (b) Customer and EDAS shall cooperate in arranging training schedules so that completion of training on Licensed Products takes place in an orderly manner without unreasonable delay. Customer understands and agrees that it is Customer’s responsibility to make available for training reasonably qualified personnel to ensure proper operation of the Licensed Products and that Customer is responsible for maintaining timely, consistent and orderly procedures for introducing necessary information into its computer systems. (c) Unless different payment terms are specified elsewhere in writing or the EDAS Web Site, the Training Fee is due and payable in full on the completion of training. (d) On site assistance by EDAS personnel, other than that connected with initial training for which a Training Fee has been paid or fulfillment of any warranty obligation under this Agreement, will be chargeable to Customer at the then current hourly or daily rates charged by EDAS. Services performed by EDAS to integrate the Licensed Products with any hardware or operating system or other software not acquired from EDAS, and any custom programming, will be charged to Customer at EDAS’s then current rates. (e) In addition, with respect to training and every other service described in this paragraph, except services constituting fulfillment of a warranty obligation, EDAS will invoice Customer and Customer shall pay EDAS for the reasonable cost of materials, travel, lodging, subsistence and any other reasonable out of pocket expenses incurred by EDAS; all invoices will be due and payable within 30 days after being mailed to Customer.
7. OWNERSHIP; CONFIDENTIALITY. (a) The Licensed Products are and will remain the sole and exclusive property of EDAS or its licensor(s). Customer acknowledges and agrees that it is not granted any ownership interest in the Licensed Products under this Agreement, and will not acquire any ownership interest in the Licensed Products by reason of its use of them. (b) Customer acknowledges and agrees that the Licensed Products constitute and embody valuable, confidential and proprietary trade secrets of EDAS or its licensor(s). Customer agrees that it shall not, and shall cause its employees and agents not to, (i) disseminate, disclose or reveal any Licensed Products to any other person or entity except as and to the extent that that disclosure may be specifically required by law or authorized in writing by an officer of EDAS, or (ii) reverse engineer, decompile or disassemble any Licensed Products, or attempt to discover their operations, or enable or permit others to do so, or (iii) modify or remove, or permit to be modified or removed, any copyright notice, trademark notice or other legend regarding proprietary rights appearing in or on the Licensed Products or any related documentation or distribution media. Customer will permit access to the Licensed Products only to those of its employees at the licensed facility or facilities who have a need to obtain access for purposes of conducting the business of that facility or facilities in a manner consistent with the provisions of this Agreement. Customer will not duplicate, copy or permit others to duplicate or copy any Licensed Products, except that Customer may make one backup copy of the Licensed Products at each facility solely for archival purposes.
8. LIMITED WARRANTY. (a) With respect to the Licensed Products, EDAS warrants to Customer, and for Customer’s benefit only, that: (i) EDAS has the right to license all of the Licensed Products to Customer under this Agreement, and (ii) the Licensed Products (other than third party products), if properly maintained and operated, will perform substantially in accordance with EDAS’s published product specifications as in effect on the License Date for a period of 90 days after the License Date (the “Warranty Period”). (b) EDAS does not make the warranty contained in the foregoing clause (a) (ii) with respect to, and will have no responsibility for the performance of, third party products, if any, that are included among the Licensed Products; however, EDAS shall either assign to Customer any warranties received by EDAS from those third parties regarding those third party products to the extent they are assignable, or use its reasonable efforts to enforce those warranties for Customer’s benefit. Licensed Products that are not third party products are referred to in this Agreement as “Warranted Products.” (c) Customer understands and agrees that all Licensed Products may be subject to continual revision and may at times be at variance with their published specifications, and may contain minor errors or deviations that do not materially affect the use of the Licensed Products. WITH RESPECT TO THE LICENSED PRODUCTS, THIS AGREEMENT IS A LICENSE AND IS NOT A SALE OF GOODS. EXCEPT AS EXPRESSLY PROVIDED IN THE FIRST AND SECOND SENTENCES OF THIS SECTION 8(a), THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT ANY OTHER EXPRESS WARRANTY AND WITHOUT ANY IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT, WHICH ARE DISCLAIMED. In addition and in particular with respect to third party products, EDAS, being neither the third party manufacturer nor the third party’s agent, makes NO WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY, OR PERFORMANCE OF THE THIRD PARTY PRODUCTS OR ITS WORKMANSHIP, AND ALL SUCH RISKS, AS BETWEEN EDAS AND CUSTOMER, ARE BORNE BY CUSTOMER AT ITS SOLE RISK AND EXPENSE.
9. CORRECTIONS, ENHANCEMENTS, UPDATES; WARRANTY SERVICES; EXCLUSIVE REMEDY. (a) So long as Customer has paid the Annual License Fee applicable to the Licensed Product for the then current 12 month period, EDAS will provide to Customer any corrections, enhancements and updates to the Licensed Product if, when and as they are made available by EDAS to its licensed users generally. All corrections, enhancements and updates delivered pursuant to the foregoing sentence become part of the Licensed Products for purposes of this Agreement. EDAS will have no responsibility for problems in the Licensed Products caused by alterations or modifications to them which have not been performed by EDAS, or by other software products not supplied by EDAS, or arising out of any malfunction or improper maintenance of Customer’s equipment except to the extent directly caused by EDAS, or for delays or interruptions in the delivery, installation or operation of the Licensed Products caused by events or circumstances beyond the reasonable control of EDAS. (b) Customer shall have 90 days following the License Date to verify that the Warranted Product substantially conforms to EDAS’s published product specifications in effect as of the License Date and to notify EDAS of any material nonconformance. Upon receipt of Customer’s written notice of any material nonconformance of a Warranted Product, EDAS shall use commercially reasonable efforts to correct that nonconformance or provide a reasonably acceptable plan for correction by the later of (i) 90 days following the License Date, or (ii) 30 days following EDAS’s receipt of Customer’s notice of nonconformity. Should EDAS fail to provide that correction or plan by that date, Customer’s sole and exclusive remedy will be to terminate this Agreement by written notice to EDAS and, notwithstanding the payment provisions of this Agreement, receive a refund of the Annual License Fee and Technical Support Fees previously paid (but not any Training Fees) with respect to that Warranted Product. That notice of termination must be received by EDAS within 10 days after the date for correction or plan provision under this Agreement. (c) The remedies provided for in this Section 9 will be Customer’s sole and exclusive remedy in the event that any Licensed Product does not conform to any applicable warranty. IN NO EVENT WILL EDAS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY ON ACCOUNT OF THE LICENSED PRODUCTS IN AN AMOUNT GREATER THAN THE FEES PAID TO EDAS FOR THE LICENSED PRODUCT GIVING RISE TO THE LIABILITY UNDER THIS AGREEMENT. NEITHER EDAS NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES WILL BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF EDAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
10. TECHNICAL SUPPORT SERVICES. (a) Customer has contracted for a designated number of hours of Technical Support Services with respect to a Licensed Product, for the if a “Technical Support Fee” specified in the EDAS Web Site as of the EFFECTIVE DATE if Technical Support Services are is specified for that Licensed Product within the software. In consideration for Customer’s prompt payment when due of all Technical Support Fees applicable to the Licensed Product, during the 12 month period, and for the number of hours, each as set forth during purchase, EDAS will provide, during EDAS’s regular business hours, reasonable telephonic, email and fax assistance to Customer and its personnel regarding installation and operation of the Licensed Product and the diagnosis and correction of errors in the Licensed Product, each reported by Customer (the “Technical Support Services”). Additional times of telephonic support may be available by written agreement of Customer and EDAS and at EDAS’s then current prices, terms and conditions. Except to the extent included in EDAS’s standard training and as specifically set forth in this Section 10, Technical Support Services do not include training, programming consultation, or setup, installation, operation or diagnosis of hardware or any computer equipment. All corrections and enhancements to a Licensed Product provided pursuant to the Technical Support Services become part of the Licensed Product for purposes of this Agreement. The expiration date of any Technical Support Services provided as stated in the software start up banner screen . (b) ALL CORRECTIONS, ENHANCEMENTS AND UPDATES PROVIDED PURSUANT TO THE TECHNICAL SUPPORT SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. Notwithstanding any other provision in this Agreement or Customer’s payment of a Technical Support Fee, EDAS will not be obligated to provide Technical Support Services with respect to any version of a Licensed Product after the expiration of 6 months after EDAS has made available to Customer an updated version of that Licensed Product.
11. CUSTOMER RESPONSIBILITIES. Customer understands and agrees that Customer, not EDAS, is responsible for the management, internal control, implementation and proper use and maintenance of the Licensed Products and for related hardware, use, maintenance, environmental and utility requirements. Customer is responsible for the adequacy of the Licensed Products in Customer’s intended application and use. EDAS recommends, and Customer acknowledges that EDAS recommends, that, as part of the implementation of the Licensed Products, Customer operate the Licensed Products in parallel with Customer’s existing systems and procedures until Customer has completed that implementation. The following are among the actions for which Customer, not EDAS, is responsible: (a) determining whether the Licensed Products will achieve the results which Customer desires;, (b) operating and maintaining the Licensed Products in accordance with EDAS’s published products specifications;, (c) installing, operating and maintaining all necessary hardware;, (d) providing a proper environment and proper utilities for the Licensed Products;, (e) selecting and training Customer’s personnel so that they can operate the Licensed Products and are familiar with the records and formats that serve as input and output for the Licensed Products;, (f) making archival back-up copies of the Licensed Products and Program Data, as defined below, on a timely basis;, and (g) establishing adequate operational back-up systems and procedures in the event of a defect or malfunction that renders the Licensed Products non operational.
12. ASSIGNMENTS. (a) Customer may not assign this Agreement or any of its rights, licenses or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of EDAS, and any attempted assignment without this consent will be void and of no force or effect. Without limiting the foregoing, any change in control of Customer (whether by merger, consolidation, sale of stock or other equity interests, or otherwise) will be deemed to constitute an attempted assignment of this Agreement by Customer. (b) This Agreement may be assigned by EDAS or any of its subsidiaries or affiliates to any other subsidiary or affiliate of EDAS at any time, or to any other person or entity as part of the transfer to that person or entity of all or substantially all of the business of EDAS or that subsidiary or affiliate or an operating division of any of them. This Agreement will be binding upon and will inure to the benefit of EDAS, Customer and their respective successors and permitted assigns.
13. RETURN OF LICENSED PRODUCTS. Upon the effective date of any termination of this Agreement whatsoever (whether effected by EDAS or by Customer), Customer shall immediately (a) cease using the Licensed Products, (b) remove from all of its computer systems and return to EDAS all copies of the Licensed Products, including all related documentation, in whatever form or medium they may exist (including, without limitation, all distribution media and archival back-up copies), retaining no copies, and (c) certify in writing to EDAS that Customer has returned all copies and has retained no copy.
14. SOURCE CODE ESCROW. (a) EDAS will deposit and update a copy of the source code of the Licensed Product (the “Source Code”) in escrow with an escrow agent reasonably acceptable to the parties, under terms and conditions reasonably acceptable to the parties. Customer shall reimburse EDAS for all fees imposed by the escrow agent with respect to the Source Code. In the event that EDAS is liquidated, dissolved, institutes or has instituted against it bankruptcy proceedings and those proceedings are not dismissed or discharged within sixty (60) days after they are instituted, ceases doing business, discontinues supporting the Licensed Product for reasons other than contractual breach by Customer, or is in material breach of any of its obligations under this Agreement for support of the Licensed Product and EDAS fails to commence and continue to remedy such breach within 30 days of written notice of breach, the Escrow Agent will, upon 5 business days’ notice, release the Source Code to Customer. (b) Prior to exercising its rights to Source Code under Section 14(a) where the basis for that exercise is an alleged material breach, Customer shall have first followed the procedures set forth in Section 10 (Technical Support Services), cooperated in good faith with EDAS’s efforts to address the problems presented, and provided EDAS with written notice detailing the alleged material breach, including but not limited to identifying the specific provision(s) of this Agreement as to which the material breach relates. This notice will constitute the notice under Section 14(a) commencing the 30 day period for EDAS to commence and continue to remedy. (c) Neither the termination of this Agreement nor the release of the Source Code under this Section 14 shall be deemed to be a termination of the License Agreement, and all payment and other obligations under the License Agreement shall continue in full force and effect. Upon release of Source Code under this Section 14, EDAS shall not be required to continue to perform its obligations under this Agreement, and Customer shall only be required to pay for charges under this Agreement that are not directly related to a good faith claim that EDAS has materially breached this Agreement; provided that any right to access Source Code is subject to Customer’s continuing payment of all Monthly Support Fees from the Effective Date through the date of access and through the date on which Customer returns the Source Code under Section 14(e). (d) The possession and usage or any released Source Code by Customer shall be subject to the terms and conditions of this e License Agreement. Any Source Code released to Customer shall be used solely to enable Customer to continue such support of the Licensed Product as contemplated by this Agreement to be performed by EDAS, and for no other purpose. Customer shall be obligated to protect the Source Code with all reasonable security precautions to protect EDAS’s copyright and trade secret rights therein and shall not provide or otherwise make available the Source Code or any copies or modified versions thereof to any person (including but not limited to other present or future EDAS customers) for any use other than the continued use and support of Customer’s use of the Licensed Product. (e) EDAS shall at all times retain title and ownership of the Source Code, even if released under this Section 14. Any modified versions or other derivative works of the Source Code shall be the property of EDAS, and Customer hereby assigns all right, title and interest in and to those modified versions and derivative works, including but not limited to all copyright and other intellectual property rights. The Source Code (and any and all copies) shall be returned to the escrow agent or to EDAS upon a reasonable showing by EDAS that the event or events detailed in each notice of breach under this Section 14 has or have been cured. Promptly after any may be developed, Customer shall deliver to EDAS all modified versions and derivative works of the Source Code.
15. INTELLECTUAL PROPERTY INDEMNIFICATION. (a) EDAS shall indemnify and hold Client harmless against any loss, damage, expense, or cost, including reasonable attorneys’ fees, arising out of any claim that results in a final adjudication that the Warranted Product infringes or violates any copyright, patent, trade secret, trademark, or proprietary right existing as of the date of this Agreement under the laws of the United States or any state or territory of the United States (a “Claim”). (b) The indemnification obligation in this Section 15 shall be effective only if (i) Customer gives prompt notice of the Claim and permits EDAS to defend, and (ii) Customer reasonably cooperates in the defense of the Claim. EDAS has no obligation to Customer to defend or satisfy any Claims made against Customer to the extent they arise from the use, sale, licensing or other disposition of the Warranted Product by Customer other than as permitted by this Agreement or from Customer’s modification of the Warranted Product. (c) To reduce or mitigate damages, EDAS may at its own expense procure the right for Customer to continue licensing the Licensed Product or replace it with a non infringing product. If EDAS supplies a non infringing release of the Licensed Product, Customer shall promptly, or allow EDAS to, install it, and terminate use of prior releases of the Licensed Product. Customer shall pay any applicable fee for upgrading to the non infringing release, as stated in EDAS’s then current fee schedule, within 30 days of delivery of the new release. If, in its judgment, EDAS deems that, due to the Claim or for any other reason, it is not in EDAS’s practical interest to continue distributing a Licensed Product, EDAS may require Customer, upon 30 days written notice to terminate use of a Licensed Product. 30 days after notice to terminate use of a Licensed Product, this Agreement will terminate as to the Licensed Product involved, and EDAS shall refund to Customer a percentage of the Annual License Fee applicable to that Licensed Product corresponding to the remaining number of full months remaining in the then current 12 month license period. THE FOREGOING IS CUSTOMER’S EXCLUSIVE REMEDY AGAINST ANY AND ALL PARTIES FOR ANY SUIT OR CLAIM ARISING FROM OR RELATING TO LOSS OF USE OF THE LICENSED PRODUCT OR TO ANY OTHER DAMAGE ARISING AS A RESULT OF A CLAIM OR POTENTIAL CLAIM.
16. NO RIGHTS IN MARKS OR NAMES. GageMapII, EDAS-DV, EDAS-DS, Worklfow and EDAS are trademarks or service marks of EDAS or its affiliates that may be registered in certain jurisdictions. The Licensed Products may include other names or marks that are the property of EDAS, its affiliates or their licensers and that may be registered in certain jurisdictions. No right, license or interest in or to any trademark, service mark or trade name is granted under this Agreement. Customer agrees that it will not claim or assert any right, license or interest with respect to any of these trademarks, service marks or trade names.
17. NOTICES. All notices required to be given or delivered pursuant to this Agreement must be in writing, and must be given or delivered to a party at its address as set forth on the EDAS Web Site, or to such other address for a party of which notice shall have been given to the other party provided in writing. Notices will be deemed to have been duly given (a) on the second business day after the day of registration, if sent by registered or certified mail, postage prepaid, or (b) on the next business day following documented acceptance of the notice by a national overnight air courier service, if so sent. Otherwise, notices will be deemed to have been given when actually received.
18. VENUE; GOVERNING LAW. Any action or proceeding arising out of this Agreement may be brought in any state or federal court of competent jurisdiction located in Coffee County, Tennessee, and all objections to personal jurisdiction or venue in any action or proceeding so commenced are waived. This Agreement is deemed to be entered into in the State of Tennessee, and is to be governed by and construed in accordance with the laws of the State of Tennessee, without regard to the choice of law or conflict of laws provisions.
19. SEVERABILITY. If any provision of this Agreement, or the application of this Agreement to any person or circumstance should, for any reason and to any extent, be held invalid or unenforceable, then the remainder of this Agreement and the application of that provision to other persons or circumstances will not be affected, but rather are to be enforced to the greatest extent permitted by law.
20. MODIFICATION. No amendment, addendum, supplement, modification or waiver of this Agreement or any provision of this Agreement, including this Section 20 paragraph, will be effective or enforceable unless made in a written instrument which specifically references this Agreement and which is signed by an authorized representative of EDAS and of Customer. It is understood and agreed by both parties that if Customer issues a purchase order or other instrument concerning the subject matter of this Agreement, that purchase order or instrument is solely for Customer’s own use or convenience and will not affect or otherwise become a part of or modify this Agreement or any provision of this Agreement.
21. WAIVER. No course of performance and no failure of any party to enforce at any time, or for any period of time, any provision of this Agreement will be construed as a waiver of any provision of this Agreement or of the right of that party to enforce each and every provision of this Agreement, and no single or partial exercise of any right under this Agreement will preclude any other or further exercise of that or any other right.
22. PUBLICITY. EDAS may, in its sole discretion, list users of this software product as an EDAS customer in its marketing literature (electronic, print or other). EDAS may also, in its sole discretion, generate news releases pertaining to the sale and planned use of licensed products so long as said news releases present facts related to the purchase of the licensed products only. Use of this product by any customer will not be represented by EDAS as an endorsement in any way, without the expressed, written permission of Customer.
23. ENTIRE AGREEMENT. This Agreement, these Terms and Conditions and all Selection Addenda that are made a part of this Agreement (if any) from time to time constitute the complete and exclusive statement of the understanding and agreement between EDAS and Customer concerning the subject matter of this Agreement, and supersedes all prior or contemporaneous proposals or agreements, whether oral or written, and all other communications and negotiations between the parties relating to the subject matter of this Agreement.

Copyright 2013 by EDAS, Inc. All rights reserved.