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ON-PREMISE SOFTWARE TERMS AND CONDITIONS

These On-Premise Software License Terms and Conditions (these “Terms”), together with any applicable Order Form(s) (collectively, the “Agreement”), constitute a binding agreement between Amtech LLC, a Delaware corporation (“Amtech”) and Customer (as defined below) (each, a “Party” and together, the “Parties”) governing Customer’s access to and use of Licensed Software (as defined below). By executing an Order Form, Customer accepts and agrees to be bound by the Agreement.

1. Definitions. As used in the Agreement, the following terms will have the following meanings. Additional terms are defined in the Sections in which they first appear.

1.1. “Affiliate” means, with respect to either Party, any entity that directly or indirectly controls, is controlled by or is under common control with such Party (but only for so long as such control exists), where “control” means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity, or any other ability to select such directors or managing authority by law or contract.

1.2. “Ancillary Services” means, collectively, the ancillary, implementation, installation, data conversion, validation, training, and other professional services provided by Amtech or its Affiliates under this Agreement, as agreed between the Parties and set forth in an Order Form (or an exhibit or other attachment thereto).

1.3. “Confidential Information” means all nonpublic information disclosed or made available by either Party, its Affiliates, or their agents (as applicable, such entities collectively, the “Disclosing Party”) to the other to the other Party, its Affiliates, or their agents (collectively, the “Receiving Party”) in connection with this Agreement that is marked or identified as “confidential” or “proprietary” or with other similar words or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation (a) nonpublic information relating to the Disclosing Party’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs, (b) third-party information that the Disclosing Party is obligated to keep confidential, (c) the nature and content the Parties’ relationship under this Agreement and all related discussions and negotiations, and (d) all copies, alterations, modifications, additions, versions, endorsements, adaptations, and improvements of any of the foregoing, in any form, made directly or indirectly by the Receiving Party. Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement (provided, however, information that is rumored or reported does not become public based only on such rumors or reports), (ii) was known by the Receiving Party prior to its receipt from the Disclosing Party, (iii) is disclosed to the Receiving Party from any third party, except where the Receiving Party knows, or reasonably should know, that such disclosure constitutes a wrongful or tortious act, or (iv) is independently developed by the Receiving Party without use of any Confidential Information. Without limiting the generality of the foregoing, the Licensed Software, the Documentation, and the Services are Amtech’s Confidential Information.

1.4. “Customer” means the legal entity that executed the Order Form.

1.5. “Documentation” means the most recent documentation of the functional operation of the Licensed Software.

1.6. “Effective Date” means the date upon which Customer is bound by the Agreement as described above.

1.7. “Licensed Locations” means physical locations at which the Licensed Software is authorized to be installed and used pursuant to the Agreement, as designated in the Order Form or otherwise agreed to in writing by Amtech. Customer will not install or use the Licensed Software at any location other than a Licensed Location and understands that a new Order Form and approval thereof by both Parties must be obtained for any additional or different use of the Licensed Software.

1.8. “Licensed Software” means the software and programs listed in the Order Form.

1.9. “Order Form” means an Amtech Quotation or other document used to purchase software licenses and/or Services from Amtech.

1.10. “Services” means, collectively, Ancillary Services and Support Services.

1.11. “Source Code” means computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation.

1.12. “Support Services” means support and maintenance services for the Licensed Software to be provided by Amtech or an Affiliate or partner of Amtech in accordance with the support level purchased in the Order Form. Support Services are described here: Application Support Services, and are subject to being updated by Amtech from time to time; provided, however, that Amtech will not materially reduce the level of support to be provided to Customer during a Software Subscription Term unless Customer elects to purchase a lower tier of support.

1.13. “Usage Parameters” means the quantity and types of machines, devices, applications, Users, licenses, and/or seats for the Licensed Software ordered by Customer, as specified in the Order Form.

1.14. “Users” means (a) employees of Customer who are authorized by Customer to use the Licensed Software, and (b) contractors of Customer (and such contractors’ employees) who have been approved by Amtech in writing in advance to use the Licensed Software on Customer’s behalf; provided, however, that such contractor(s) and its/their employee(s) are only “Users” to the extent their use of the Licensed Software is made on behalf of, and solely for the benefit of, Customer. Any other use of the Licensed Software by such contractors or any of their employees is unlicensed and is hereby expressly prohibited.

1.15. “Work Product” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Ancillary Services, including any intellectual property rights therein.

2. Software.

2.1. License Grant. In consideration for the payment of all fees under the Order Form and Customer’s ongoing compliance with the terms of the Agreement, Amtech hereby grants to Customer, for the period specified in the Order Form (and subject to automatic renewals under Section 6.2), a personal, non-exclusive, non-sublicensable, non-transferable, license to install, access, and, subject to the Usage Parameters, use, the Licensed Software and Documentation at Licensed Locations for Customer’s internal business operations.

2.2. Trial Version. If Customer has obtained the Licensed Software (or any component thereof) on a trial basis (a “Trial Version”), Customer acknowledges and agrees that the license set forth in Section 2.1 is granted by Amtech to Customer for the Trial Version solely for the trial period set forth in the applicable Order Form (“Trial Period”) for Customer’s own internal evaluation purposes, and subject to any and all technical limitations implemented by Amtech in the Trial Version. Customer acknowledges and agrees that if Customer has not purchased a license for the period following the Trial Period prior to the expiration of the Trial Period, Customer’s license for that Licensed Software will automatically terminate (without the requirement of providing any termination notice) and the Trial Version may cease functioning. In addition to the restrictions set forth in Section 2.5, Customer will not attempt to circumvent, dismantle or otherwise interfere with any time-control disabling functionality in the Trial Version that causes the Trial Version to cease functioning upon the expiration of the Trial Period. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).

2.3. Delivery and Acceptance. On or before the start date of the license period, Amtech will use commercially reasonable efforts to enable Customer to download the Licensed Software or will otherwise make the Licensed Software available to Customer. Amtech will notify Customer of any anticipated or actual delay in delivery. The Licensed Software will be deemed accepted upon delivery to Customer. Use of the Licensed Software may require hardware installation, which will be Customer’s responsibility unless otherwise specified in the Order Form.

2.4. License Authentication. Customer acknowledges that the Licensed Software may include one or more software security mechanisms used by Amtech to confirm that a valid license key is being used with each copy of the Licensed Software (“License Authentication Mechanisms”). Customer acknowledges that such License Authentication Mechanisms may collect small amounts of data, which will be used by Amtech solely to determine whether the Licensed Software is being used with a valid license key. Customer will assist Amtech in all reasonable ways to confirm that Customer and each of its Users maintain valid license keys for the Licensed Software at all times during the Term, including, without limitation, by executing authentication functionality included with the Licensed Software.

2.5. Restrictions. Except as expressly set forth in the Agreement or in a separate agreement signed by Amtech, Customer will not (and will not allow any third party, including, without limitation, any User, to): (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the structure of, or the Source Code from, the Licensed Software or any Work Product or the underlying technology of the Licensed Software or any Work Product, except to the extent such a restriction is not permitted by applicable law and further, in such event, Customer has requested such code from Amtech in writing in advance and Amtech has failed to comply with such legal requirement within thirty (30) days following such request; (b) distribute, license, sublicense, assign, transfer, provide, lease, lend, rent, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the Licensed Software or any Work Product; (c) use or access the Licensed Software or any Work Product in order to build a similar or competitive product or service or disclose to any third party any benchmarking or comparative study involving the Licensed Software or any Work Product; (d) copy, reproduce, modify, adapt, translate, or create derivative works of the Licensed Software or any Work Product (or any part thereof); (e) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Amtech or its licensors on or within the Licensed Software, any Work Product, or any other Amtech Confidential Information; (f) attempt to disable or circumvent any security mechanisms used by the Licensed Software (including, without limitation, any time-control disabling functionality or other mechanisms in the Trial Version) or any Work Product; (g) use the Licensed Software or any Work Product (or any part thereof) to hack, spam, or phish Amtech or any third party (including, without limitation Amtech’s other customers); or (h) use the Licensed Software or any Work Product in any manner that violates any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency. Customer will not permit any person other than authorized Users to access and use the Licensed Software or any Work Product. Customer will ensure that all Users are over eighteen (18) years old and use the Licensed Software and all Work Product in accordance with the Agreement. Customer acknowledges and agrees that Customer is solely responsible for the use of the Licensed Software and Work Product by Users, and any breach of the Agreement by any User will be deemed a breach by Customer. CUSTOMER ACKNOWLEDGES THAT THE LICENSED SOFTWARE AND WORK PRODUCT MAY INCLUDE FEATURES TO PREVENT USE AFTER THE LICENSED PERIOD AND/OR CUSTOMER’S USE INCONSISTENT WITH THE AGREEMENT.

2.6. Copies. Customer may make a reasonable number of copies of the Licensed Software and Work Product for use as a back-up. Customer must copy all copyright legends, trademarks, trade names, and other legends on any copies of the Licensed Software and Work Product. Any copies of the Licensed Software or Work Product made by Customer will remain the sole and exclusive property of Amtech.

2.7. Ownership; Reservation of Rights. The Licensed Software and its contents, features and functionality (including, without limitation, all information, software, text, graphics, images, and audio, and the design, selection and arrangement thereof) (collectively, the “Content”) are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The Licensed Software, the Content, Amtech Confidential Information, Work Product, and all intellectual property rights in and to the foregoing, are the sole and exclusive property of Amtech and its licensors. All rights not expressly granted to Customer in the Agreement are reserved by and for Amtech and its licensors.

2.8. Feedback. If Customer provides Amtech any feedback, suggestions, recommendations, or other input, or makes any improvements, enhancements, or modifications, relating to the Licensed Software (collectively, “Feedback”), then Customer agrees to assign and hereby does assign to Amtech all right, title, and interest in and to such Feedback. To the extent any Feedback cannot be assigned as described in the preceding sentence, Customer hereby grants to Amtech a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, sublicensable license to reproduce, perform, display, distribute, modify, create derivative works of, make, have made, use, sell, offer to sell, import, and otherwise dispose of such Feedback, and any modifications, derivative works or implementations thereof and any product, software, or service that incorporates, is combined with or uses, or is marketed for use in combination with, any of the foregoing.

2.9. Third-Party Software. Certain software included in, distributed with, or downloaded in connection with the Licensed Software may comprise third-party proprietary software products that are subject to separate license terms (“Third-Party Software”). Such Third-Party Software may include software or software components that are derived, in whole or in part, from software that is distributed as free software, open-source software or under similar licensing or distribution models (“Open-Source Software,” together with Third-Party Software, “External Software”). Customer’s use of External Software is subject in all cases to the applicable licenses from the External Software provider, which will take precedence over the rights and restrictions granted in the Agreement solely with respect to such External Software. Customer will comply with the terms of all applicable Third-Party Software and Open-Source Software licenses, if any. Copyrights to Open-Source Software are held by their respective copyright holders indicated in the copyright notices in the corresponding source files. AMTECH PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SUCH EXTERNAL SOFTWARE, INCLUDING WITH RESPECT TO FUNCTIONALITY OF SUCH EXTERNAL SOFTWARE WITH THE LICENSED SOFTWARE.

3. Customer Obligations.

3.1. Technical Contact. Customer shall designate and maintain throughout the Term, no more than two (2) individuals to serve as its primary points of contact for day-to-day communications, consultation, and decision-making regarding the Licensed Software and Services.

3.2. Operation of the Licensed Software. Customer will be responsible at all times for the entire supervision, management, and control of the Licensed Software, including without limitation all responsibility for design and maintenance of proper machine configuration, audit controls, operating methods, back-up plans, security, insurance, maintenance and all other activities necessary to enable Customer to utilize the Licensed Software, except to the extent Amtech is obligated to provide or perform any of the foregoing as part of the Services.

3.3. Customer-Provided Materials. Except for items that Amtech is obligated to provide under the terms of an executed Order Form, Customer will be solely responsible for obtaining and maintaining any equipment and services needed to access and use the Licensed Software (collectively, “Equipment”). Customer’s Equipment will meet or exceed the minimum requirements set forth in the Order Form or applicable Documentation. Customer agrees to provide Amtech with reasonable access to Customer materials, personnel, Equipment, and facilities to the extent such access is necessary for Amtech to provide Services under this Agreement. To the extent that Customer does not timely provide the foregoing access, Amtech will be excused from performance until such access is provided. Customer hereby grants Amtech a limited right to use any Customer materials provided to Amtech in connection with this Agreement (the “Customer-Provided Materials”) for the purpose of providing the Services. Customer represents and warrants that it has all rights, licenses, and consents necessary to provide the Customer-Provided Materials to Amtech for use in connection with, and for the purposes contemplated by, this Agreement (including any consents required by applicable data protection regulation, rules, or laws). For the avoidance of doubt, as between Customer and Amtech, Customer owns and will retain ownership (including all intellectual property rights) in and to the Customer-Provided Materials. Customer will comply with any additional Customer responsibilities set forth in an Order Form.

3.4. Data Backup. Customer agrees to backup all data, files, and information prior to the performance of any Services and hereby assumes sole responsibility for any lost or altered data, files, or information.

3.5. Usage Information. Customer shall provide Amtech with all information reasonably requested by Amtech from time to time relating to Customer's use of the Licensed Software, Work Product, and Services.

4. Fees and Payment.

4.1. Invoicing and Payment. Amtech will invoice Customer based upon the pricing set forth in the Order Form. Except as otherwise expressly agreed in the Order Form, Customer will pay all amounts in any such invoice no later than thirty (30) calendar days from the date of the invoice. Payments made under the Agreement after their due date will incur interest at a rate equal to one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower. Amtech reserves the right to immediately suspend or terminate Customer’s access to the Licensed Software and/or any Services in the event the fees due and payable by Customer are more than thirty (30) days late. All payments will be made in USD. Customer will be responsible for reasonable costs associated with collection of overdue amounts, including without limitation, reasonable attorneys’ fees and court costs. Except as expressly set forth in the applicable Order Form, all fees are non-refundable.

4.2. Annual Increases. Unless otherwise agreed in writing, following the Initial Software Subscription Term (as defined below in Section 6.2), annual increases will be in accordance with Amtech’s pricing and policies in effect at the time of the renewal, which will become effective beginning upon the first day of each renewal period. Amtech will notify Customer of any increase at least sixty (60) days prior to the expiration of the then-current subscription period. Such notice may be in the form of an invoice or any other form of notice used by Amtech to communicate with Customer. If Customer objects to the increase, Customer may elect to not renew its subscription.

4.3. Taxes. All fees for the Licensed Software and Services are exclusive of taxes. Except for taxes based on Amtech’s income generally, Customer will be responsible for all taxes and fees that arise in any jurisdiction, however designated, imposed on, incident to, or based upon the provision, sale, or use of the Licensed Software or any Services.

4.4. Right to Audit. Customer will maintain reasonable accurate written records describing: (a) the use and location of all copies of the Licensed Software; (b) the number of copies of Licensed Software, and machine location for each copy of the Licensed Software; and (c) reasonably sufficient information to determine whether Customer is complying with the terms of this Agreement. To ensure compliance with the terms of this Agreement, Amtech will have the right to have an independent auditor conduct an inspection and audit of the facilities of Customer and all the relevant books and records of Customer, and to obtain true and correct photocopies thereof, during regular business hours at Customer’s offices and in such a manner as not to interfere unreasonably with Customer’s normal business activities. Such audit shall be at most once per calendar year. If any such audit reveals an underpayment of fees, Customer shall promptly pay Amtech such underpaid amount. Amtech will bear the cost of any audit performed under this Section 4.4 unless such audit reveals that any fees have been underpaid by 5% or more, in which event Customer will promptly reimburse Amtech for the costs of such audit.

5. Confidentiality.

5.1. Use and Disclosure. The Receiving Party will use Confidential Information only in connection with the performance of its obligations and the exercise of its rights under this Agreement. The Receiving Party will protect the Confidential Information in the same manner as it protects its own Confidential Information of like kind, but in no event less than a reasonable degree of care. The Receiving Party will restrict the possession, knowledge and use of Confidential Information to its directors, officers, employees, contractors, agents, legal and accounting advisers, and entities controlled by the Receiving Party who (a) have a need to know Confidential Information in connection with this Agreement, (b) are informed of the confidential nature of the Confidential Information, and (c) have obligations with respect to the Confidential Information that are no less protective of the Disclosing Party’s Confidential Information than the terms of this Agreement.

5.2. Protection of Licensed Software. Customer acknowledges that the Licensed Software is a valuable trade secret of Amtech embodying substantial creative efforts and confidential information, ideas, and expressions. Without limiting the generality of Customer’s obligations under Section 5.1 above, Customer will implement and maintain reasonable administrative, physical, and technical safeguards to prevent its Users, and any other persons or entities, from selling, transferring, publishing, disclosing, displaying, distributing, or allowing access to the Licensed Software by anyone other than those authorized under this Agreement. Customer will notify Amtech in writing within twenty-four (24) hours of confirming or reasonably suspecting an unauthorized access, use, or disclosure of the Licensed Software, such notice to include all known details regarding the unauthorized access, use, or disclosure. Customer will cooperate with Amtech at Customer’s own expense to assist Amtech in mitigating the harm caused by such unauthorized access, use, or disclosure and otherwise protecting and/or enforcing Amtech’s rights in the Licensed Software.

5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it; provided that the Receiving Party (a) gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, (b) discloses only such Confidential Information as is required by the governmental entity, and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

5.4. Return of Confidential Information. Upon the termination or expiration of this Agreement for any reason, or if sooner, upon the written request of the Disclosing Party, the Receiving Party will, at its own expense and at the Disclosing Party’s election: (a) promptly return to the Disclosing Party all Confidential Information (and all copies thereof) of the Disclosing Party in its then-current format, or (b) promptly destroy such Confidential Information and provide the Disclosing Party with written certification of such destruction; provided that the Receiving Party may retain any Confidential Information that the receiving Party is required to retain pursuant to any applicable law. The Receiving Party will not be obligated to erase Confidential Information contained in an archived computer system backup made in accordance with the Receiving Party’s standard security and/or disaster recovery procedures, provided that such archived copy will eventually be erased or destroyed in the ordinary course of the Receiving Party’s data processing procedures and will remain fully subject to the obligations of confidentiality stated in this Section 5.

6. Term; Termination; Effect of Termination.

6.1. Agreement Term. The term of the Agreement (the “Term”) begins on the Effective Date of the Order Form and continues until the termination or expiration of such Order Form.

6.2. Software Subscription Terms. Customer’s subscription(s) to one or more pieces of Licensed Software are set forth in each Order Form. The effective period of each subscription is a “Software Subscription Term.” Each Initial Software Subscription Term begins on a “Software Subscription Effective Date,” which is either (a) the date specified in the Order Form, or (b) an alternate date mutually agreed by the Parties in writing. Unless the Order Form specifies a different period, Customer’s initial Software Subscription Term for a piece of Licensed Software (the “Initial Software Subscription Term”) is one year, which begins on the Software Subscription Effective Date and ends on the first anniversary thereof. At the end of the Initial Software Subscription Term, the subscription will automatically renew for successive one-year renewal periods (each, a “Renewal Software Subscription Term”) unless and until (i) either Party provides the other Party written notice of non-renewal at least sixty (60) days before the expiration date of the Initial Software Subscription Term or the then-current Renewal Software Subscription Term (as applicable), or (ii) the Agreement (including the Order Form) is terminated in accordance with this Section 6.

6.3. Termination for Cause. Either Party may terminate the Agreement immediately upon notice if the other Party (a) materially breaches any term of the Agreement and fails to cure such breach within thirty (30) days of receipt of written notice from the non-breaching Party specifying the breach in reasonable detail, or (b) experiences a Bankruptcy Event. For purposes of the Agreement, “Bankruptcy Event” means: (i) voluntary or involuntary proceedings by or against a Party are instituted in bankruptcy or under any insolvency law; (ii) a receiver or custodian is appointed for a Party; (iii) proceedings are instituted by or against a Party for corporate reorganization or the dissolution of such Party, which proceedings, if involuntary, have not been dismissed within sixty (60) days after the date of filing; (iv) a Party makes an assignment for the benefit of creditors; or (v) substantially all of the assets of a Party are seized or attached and not released within sixty (60) days thereafter. In addition, Amtech may terminate the Agreement immediately upon notice if Customer violates Sections 2.1, 2.4, 2.5, or 5.

6.4. Effect of Termination. Upon the termination of the Agreement for any reason: (a) all licenses granted under the Agreement will immediately terminate and Customer will immediately cease any and all use (including any use by its Users) of the Licensed Software and Documentation; (b) Amtech’s obligations to perform any Services will immediately terminate; (c) Customer will immediately pay Amtech the full amount of any outstanding fees due hereunder; and (d) within ten (10) calendar days of termination, Customer will destroy or return all Licensed Software and all other Amtech Confidential Information in its possession or control, and will not make or retain any copies of such information in any form. Customer will also certify in writing to Amtech that all Licensed Software and all other Amtech Confidential Information has been returned to Amtech. Customer further agrees that, notwithstanding any certification required by this Section, the provisions of Section 5 above will, upon termination of the Agreement for any reason, continue in full force and effect with respect to the Licensed Software and all other Amtech Confidential Information and will be binding upon Customer following such termination. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLY OR AT AMTECH’S CONTROL) WILL RENDER THE LICENSED SOFTWARE (AND RELATED DATA) UNUSABLE UPON TERMINATION OR CUSTOMER’S BREACH OF THE AGREEMENT.

6.5. Survival. In the event of any termination of the Agreement for any reason, all provisions of the Agreement whose meaning requires them to survive, including but not limited to Sections 1, 2.7, 2.8, 4.1, 5, 6.4, 6.5, 8, and 9, will survive the termination or expiration of the Agreement.

7. Support Services.

7.1. General. Support Services for the Licensed Software are included during the Software Subscription Term. Support Services include access to all Updates (as defined below) that Amtech makes generally available. Customer acknowledges that it may not be possible for Amtech to solve all problems or correct all errors.

7.2. Updates. Amtech may, from time to time and at its sole option, make available patches, bug fixes, corrections, updates, upgrades, support and maintenance releases or other modifications (collectively, “Updates”) to the Licensed Software. Updates, if any, may not necessarily include all existing software features or new features that Amtech releases to other customers. The terms of the Agreement will govern any Updates unless such Update is accompanied by a separate license, in which case Customer agrees that, upon Customer’s acceptance of that license, the terms of that license will govern. Customer agrees to use reasonable efforts to promptly install Updates for Licensed Software. If Customer chooses not to install the current release of the Licensed Software, the level of technical support will diminish over time. Amtech reserves the right to condition Customer’s access to and use of Licensed Software on Customer’s installation of certain Updates.

7.3. Remote Software. Customer acknowledges and agrees that certain support issues may only be resolved through the use of supplemental software programs and utilities that must be installed within Customer’s IT environment. Customer agrees to provide Amtech with reasonable access to Customer’s IT environment in order to install and operate software programs and utilities, including remote access software (“Remote Access Software”), if deemed necessary by Amtech to resolve a support incident. The Remote Access Software contains technological measures designed to collect and transmit to Amtech certain diagnostic, technical, usage, and related information, including information about Customer’s use of the Licensed Software and Customer’s IT systems and network. Customer acknowledges and agrees that: (a) Amtech may collect, maintain, process, and use this information in the course of performing its support obligations under this Agreement; and (b) all or portions of the Remote Access Software may remain on Customer’s systems after a support incident is resolved.

7.4. WARRANTY DISCLAIMER. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR AMTECH’S OBLIGATION TO PROVIDE THE SUPPORT SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW USE OF THE LICENSED SOFTWARE IS AT CUSTOMER’S SOLE RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. EXCEPT FOR AMTECH’S OBLIGATION TO PROVIDE THE SUPPORT SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AMTECH AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMTECH DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE LICENSED SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE LICENSED SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE LICENSED SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE OR APPLICATIONS OR THIRD-PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AMTECH OR AN AMTECH AUTHORIZED RESELLER OR REPRESENTATIVE WILL CREATE A WARRANTY.

7.5. HIGH-RISK USE DISCLAIMER. CUSTOMER FURTHER ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE LICENSED SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

8. Indemnification; Limitation of Liability; Insurance.

8.1. Amtech Indemnification. Amtech agrees to indemnify and hold Customer harmless from and against any and all third-party claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) arising from or relating to an allegation that the Licensed Software, as authored by Amtech and delivered to Customer under the Agreement, when used as expressly permitted under the Agreement, infringes such third-party’s United States patent or copyright (an “IP Claim”); provided, that Amtech is given prompt notice of and detailed information with regard to any such IP Claim and, upon Amtech’s request, is permitted to participate in and control the defense. Customer will not settle any IP Claim without Amtech’s prior written consent. If the Licensed Software is held in any such suit to infringe such a right and its use is enjoined, or if in the opinion of Amtech the Licensed Software is likely to become the subject of such a suit, Amtech may, in its sole discretion and at its own expense: (a) procure for Customer the right to continue using the Licensed Software; (b) modify or replace the Licensed Software so it becomes non-infringing while giving substantially equivalent performance; or (c) upon Customer’s return of the Licensed Software to Amtech, refund any prepaid and unused portion of fees paid by Customer for the Licensed Software or portion thereof that is the subject of such IP Claim.

8.2. Exceptions. Amtech’s obligations under Section 8.1 will not apply to the extent an IP Claim is based on or results from:

a. modifications of the Licensed Software other than those which Amtech makes available to Customer in connection with any Services;

b. the combination of the Licensed Software with any data, software or hardware not provided by Amtech;

c. Customer’s failure to use the most recent version of the Licensed Software within a reasonable time after notice from Amtech that failure to use such version could result in an IP Claim; or

d. Licensee’s willful infringement.

8.3. Exclusive Remedy. SECTION 8.1 (SUBJECT TO SECTION 8.2) STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND AMTECH’S ENTIRE OBLIGATION AND LIABILITY FOR ANY ACTUAL OR ALLEGED CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING OUT OF OR RELATED TO ANY LICENSED SOFTWARE, WORK PRODUCT, OR SERVICES PROVIDED UNDER THE AGREEMENT.

8.4. Customer Indemnity. Customer agrees to defend, indemnify and hold Amtech harmless from and against any and all claims, demands, liabilities, obligations, costs and expenses of any nature whatsoever (including attorney’s fees) arising out of or based upon (a) any Customer-Provided Materials, or (b) use of the Licensed Software, except to the extent Amtech is obligated to indemnify Customer under Section 8.1 above.

8.5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMTECH OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR CUSTOMER’S USE OR INABILITY TO USE (A) THE LICENSED SOFTWARE OR (B) ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE LICENSED SOFTWARE, IN EACH CASE ((A) AND (B)) HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF AMTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL AMTECH’S AND ITS AFFILIATES’, SUPPLIERS’, AND LICENSORS’ AGGREGATE TOTAL LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT, OR OTHERWISE) TO CUSTOMER OR ANY USER ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE USE OR INABILITY TO USE THE LICENSED SOFTWARE EXCEED THE FEES PAID BY CUSTOMER TO AMTECH FOR THE SPECIFIC LICENSED SOFTWARE GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.6. Insurance. Amtech will maintain the following insurance coverages in the following amounts during the Term:

a. Commercial General Liability with limits no less than one million dollars ($1,000,000) per occurrence, and two million dollars ($2,000,000) in the aggregate;

b. Workers’ compensation and employer’s liability insurance in amounts meeting minimum statutory limits required by applicable law of the state in which work is performed;

c. Cyber Liability Insurance (including coverage for Professional Liability or Technology Errors and Omissions), with limits of no less than five million dollars ($5,000,000) in the aggregate; and

d. Umbrella Liability that provides additional coverage over primary comprehensive general liability coverage, automobile liability, and employers’ liability limits, in an amount not less than four million dollars ($4,000,000) per occurrence.

Amtech will provide Customer with evidence of coverage on request.

9. Miscellaneous.

9.1. Government End Users. The Licensed Software and related Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

9.2. Export Control. Customer will not use or otherwise export or re-export the Licensed Software except as authorized by United States law and the laws of the jurisdiction(s) in which Customer is a resident or otherwise uses the Licensed Software. In particular, but without limitation, the Licensed Software may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Licensed Software, Customer represents and warrants that it is not located in any such country or on any such list.

9.3. Cumulative Remedies; Injunctive Relief. The remedies provided herein will not be deemed exclusive, but will be cumulative and will be in addition to all other remedies provided by law or equity. Customer acknowledges and agrees that, because of the unique and proprietary nature of the Licensed Software and the other Amtech Confidential Information, actual or threatened breach of the Agreement by Customer would cause Amtech irreparable damage for which recovery of money damages would be inadequate, and that Amtech will be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to all other remedies provided hereunder or available to Amtech at law.

9.4. No Waiver; Time for Filing. No delay or omission in the exercise of any power or remedy available hereunder will impair or affect Amtech’s right to the exercise thereof. Waiver of any breach of any provision of the Agreement by either Party hereto will not operate or be construed as a waiver of any subsequent breach. No action, regardless of form, arising out of the transactions contemplated herein may be brought by Customer more than one (1) year after the cause of action has accrued.

9.5. Non-Solicitation. Customer agrees that if Customer hires or engages as a consultant, employee, or otherwise any current Amtech employee, or any former Amtech employee within one (1) year of the date on which that employee’s employment with Amtech terminated, Customer will immediately pay to Amtech an amount equal to that employee’s annual salary as of the date on which employee’s employment with Amtech terminated. Customer acknowledges that such payment is a reasonable estimate of the damages that would be suffered by Amtech for such solicitation and is not intended as a penalty. Customer’s obligation under this Section 9.5 will survive the termination of the Agreement.

9.6. Customer Reference. During the Term and at all times thereafter, Amtech may (a) reference Customer as a customer (or former customer, as the case may be) of Amtech in advertising, marketing, and promotional materials designed to promote Amtech and its products and services anywhere in the world (such reference may include Customer’s name, approved logo(s), and any quotes provided by Customer), and (b) list Customer as a reference for future potential customers of Amtech.

9.7. Notices. All notices, requests or other communications required hereunder will be in writing and will be deemed to have been duly given if delivered personally or mailed by United States certified or registered mail, pre-paid, return receipt requested, to the Parties or their permitted assignees at the address indicated in the Order Form (or at such other addresses as will be given in writing by either of the Parties to the other).

9.8. Severability. If any term or provision of the Agreement is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto will negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible

9.9. Entire Agreement. No representations, warranties or agreements, oral or written, express or implied, have been made to any Party hereto except as expressly provided herein. Customer acknowledges that it has read and understands all of the provisions of the Agreement. The Agreement contains the entire agreement between Amtech and Customer with respect to the subject matter hereof and supersedes and cancels any and all prior or contemporaneous oral or written communications, understandings, negotiations and agreements between Amtech and Customer with respect to such subject matter. No amendment or modification to the Agreement or to either Party’s rights or obligations hereunder may be made in any manner (including without limitation by reference to usage of trade or other regular practice or method of dealing either within the computer industry or between the Parties) other than in writing with specific reference to the Agreement, and any such amendment or modification must be signed by a corporate officer of Amtech. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable. Captions used herein are for convenience only and are not part of the Agreement and will not be used in construing it.

9.10. Governing Law; Jurisdiction. The Agreement will be governed by the substantive and procedural laws of the State of Pennsylvania, without reference to rules governing choice of law. Customer and Amtech hereby irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in Montgomery County, Pennsylvania with respect to any claims, suits, or proceedings arising out of or in connection with the Agreement, and agree not to commence or prosecute any such claim, suit, or proceeding other than in the aforementioned courts; provided, however, Amtech will have the right to seek injunctive relief pursuant to Section 9.3 in any court of competent jurisdiction.

9.11. Binding Nature; Assignment. Customer may not assign any of Customer’s rights or delegate any of Customer’s obligations under the Agreement without the prior written consent of Amtech. Any attempt by Customer to assign or delegate without such prior written consent will be null and void. Amtech may freely assign, delegate, subcontract, or transfer any of its rights or obligations under the Agreement at its sole discretion. Subject to the foregoing, the Agreement will be binding upon the Parties and their respective successors and permitted assignees.

9.12. Force Majeure. If Amtech is delayed in its performance of any obligation hereunder or prevented entirely from performing any such obligation due to causes or events beyond its control, including without limitation any act of God, fire, strike or other labor problem, failure of Internet or utilities, legal action, present or future law, government order, rule or regulation, such delay or non-performance will be excused and the time for performance will be extended to include the period of such delay or non-performance.