Descartes Systems (USA), LLC + NetChb LLC
Master Software License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY.   This Software License Agreement is a binding contract between you ("You") and NetChb, LLC ("NetChb" or "Licensor")
Software License Agreement
NetChb is willing to grant You a license to the software that You use and access over the Internet (the "Software", defined as the collection of web pages within the domain www.netchb.com maintained and controlled by Licensor) only on the condition that You accept all of the terms and conditions set forth in this Software License Agreement (the "Agreement"). If You are entering into this Agreement on behalf of a company (the "Company") of which You are an employee or agent, this Software License Agreement is a binding contract between NetChb and your said employer, (the Company) in which case You represent and warrant that You have the full corporate right, power and authority to enter into this Agreement on behalf of your employer (the Company), that this Agreement has been duly authorized by the Company and that this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against both You (personally) and the Company in accordance with its terms. NetChb RESERVES THE RIGHT TO MODIFY OR CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT OR TO MODIFY OR DISCONTINUE FEATURES OF THE SOFTWARE AT ANY TIME.

1. License. The license granted herein by NetChb is a non-transferable, limited right to "use" the Software only, and may be modified or revoked by NetChb at any time, with or without cause, at NetChb's sole discretion. This limited "use" license is expressly made subject to and conditioned on full, literal and timely compliance by You with each, every and all terms and conditions of this Agreement. If this Agreement is executed or affirmed by You on behalf of your Company, the term "You" or "Yours" shall hereinafter be understood to include your Company as well as the individual signatory. Subject to such full and continuing compliance on your part (and, if applicable, on the part of your Company), NetChb hereby grants You a limited, non-exclusive, revocable-at-will license to use the Software solely for Your own internal use in furtherance of, or in contemplation of the existing or prospective business relationship You now have (or seek to have) with NetChb, in accordance with the instructions, specifications and any documentation which NetChb may, in its discretion, have provided to You in connection with the Software. You must restrict access to and use of the Software only to You or authorized employees of the Company.

2. Ownership. The Software is licensed, not sold, leased or otherwise transferred, conveyed or gifted to You, and shall be for Your use only pursuant to the terms of this Agreement. NetChb reserves all rights not expressly granted to You. The Software is deemed a trade secret of NetChb and is exclusively the intellectual property of NetChb. NetChb retains and reserves all right, title and interest in and to the Software, including without limitation, all intellectual property rights in the Software and any and all modifications, improvements and derivative works thereof. You hereby agree not to contest, and not to encourage, aid, assist or provide any financial or other support to anyone else in connection with any contest, of NetChb's rights in the Software, or any part of the Software. The Software and all related documentation are protected by United States copyright law and international treaty. Unauthorized reproduction or distribution is subject to civil and criminal penalties. Nothing in this Agreement gives you any rights in the Software beyond the limited use license granted in Paragraph 1 above.

3. Restrictions. You may not use the Software, in whole or in part, except as expressly provided in this Agreement. You shall not modify, reproduce, copy, create derivative works of, distribute, sell, resell, lend, loan, lease, license, sublicense, publish or transfer the Software or any portion thereof. You shall not modify, reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code or object code of the Software, or authorize any third party to do any of the foregoing.

You must not allow any access to or use of the Software by anyone other than You, or Company's duly-authorized employees or agents, and any such use must be in accordance with the terms, conditions and restrictions set forth in this Agreement. You may not use the Software for illegitimate, illegal or unauthorized purposes. NetChb is not liable for any illegitimate, illegal or unauthorized use of the Software by You, the Company, or any third parties. Any attempt by You to transfer any of the rights, duties or obligations hereunder not in accordance with the foregoing is null and void and without any force or effect.

You agree not to interfere or take action that results in interference with or disruption of NetChb's Software, website, servers or networks connected to such website. You agree not to attempt to gain unauthorized access to other computer systems or networks relating to this Software or website. You shall not post, transmit or distribute to or from this Website any material that is defamatory, libelous, obscene, threatening, harassing, abusive, in violation of applicable law, or that inhibits others from using the Software or website.

4. Updates/Support. From time to time, NetChb may, at its election, make new releases, revisions or enhancements to the Software ("Updates") available to You, which if so made available to You, shall be deemed as licensed to You according to the terms of this Agreement.

5. Training. NetChb will provide upon your request and at no charge a reasonable amount of training to help You install, configure and initially use the Software. Training will not be provided at your facility unless agreed to by NetChb, subject to a separate fee schedule.

6. Payment of License Fees and Royalties due to NetChb. You agree to pay the fees indicated on your Order Form or such monthly or other periodic invoicing documents as may be provided to You by NetChb from time to time. Timely receipt by NetChb of such periodic payments may be required, at NetChb's election, as a precondition in order to activate this use license for the term (duration) specified in the applicable invoice, subject to all other terms and conditions hereof. No increase in pre-existing or previously-quoted License Fees or Royalties shall go into effect except upon due notice given to You at least ten (10) days prior to the effective date thereof. Fees are not refundable after receipt, except as expressly set forth in the Order Form, or other invoicing document provided to You by NetChb. Any refund due to You will be remitted within fifteen (15) business days of the date first due and payable. In the event that You elect to make payments on an installment basis, You authorize NetChb to charge such monthly installment payments against the credit card provided by You on Your Order Form. You must provide a credit card account number that is issued in Your name or which You are authorized to use. NetChb assumes no responsibility or liability if the financial institution refuses to accept or honor Your card for any reason. NetChb reserves the right to charge one percent (1.5%) interest per month, or, if less, the maximum amount permitted by law, on any payment amount not received from You within thirty (30) days of its due date. You shall reimburse any and all reasonable collection costs, including but not limited to collection agency fees and attorneys' fees, expenses and costs, incurred by NetChb in the collection of overdue accounts. If You do not pay the fees when they become due and such breach is not cured within ten (10) days after receipt of notice from NetChb, we may terminate this Agreement, deny access to the Software until such breach is cured, or pursue any or all other remedies permitted by law.

7. Third Party Materials. You agree that any charges associated with access to the Internet are solely Your responsibility. You will need to purchase, at your own cost, a modem and remote communications software, as described in NetChb's Technical Specifications. The mention of specific products or services by NetChb does not constitute or imply a recommendation, sponsorship, affiliation or endorsement by NetChb. NetChb makes no representations or warranties, including warranties of merchantability or fitness for a particular purpose, regarding the "Software" or any third party goods or services.

8. Confidential Information. You agree to treat all Confidential Information disclosed to You in any matter arising out of or relating to this Agreement in accordance with the provisions of this Agreement. "Confidential Information" means the Software and any enhancements, improvement or modification thereof, all source and object code, all derivative works of or pertaining to the Software and any documentation, data and sales or pricing information relating to NetChb and its Software, operations, customers, employees, products or services and also all information relating to any affiliate, supplier, customer, potential customer, agent, and/or independent sales outlet of NetChb. You will respect all Confidential Information received by you and will: (i) protect and maintain it in confidence, except to the extent necessary to carry out the purposes of this Agreement; and (ii) use at least the same degree of care in maintaining secrecy as You use in maintaining the secrecy of Your own confidential information, but in no event less than with reasonable care and diligence. At all times, both during this Agreement and after its termination, You will not use (except as expressly permitted herein) or disclose any Confidential Information belonging to a third-party; nor shall You use or disclose any of NetChb's own Confidential Information without prior written consent of NetChb. At a minimum, You agree that You shall maintain the confidentiality of the Software and of all third-party Confidential Information indefinitely, and of all other Confidential Information for at least eight (8) years following the date of termination of this Agreement.

Licensee Data is and shall remain the exclusive property of Licensee. NetChb does not disclose, sell, rent, or loan Licensee Data without prior written consent. Notwithstanding the foregoing, NetChb reserves the right to use, share, and disclose Licensee Data: (i) in the event NetChb believes doing so is necessary to provide Licensee access to and use of the Software; (ii) for NetChb's internal purposes, to improve its software and services, including use of data on an aggregate basis; or (iii) where such disclosure may be required by law. NetChb uses commercially reasonable security measures to help protect against the loss, misuse and alteration of Licensee Data. However, NetChb cannot guarantee that loss, misuse or alteration to Licensee Data will not occur.

9. Term/Termination. Your obligations under this Agreement become effective when You agree to the terms and conditions of this Agreement by clicking "I Agree" below or when You open, use, or access the Software. This Agreement will terminate immediately upon the expiration of your paid-up term of your license, or if You materially breach any term or condition of this Agreement, or fail to pay the required license fee hereunder, or as otherwise provided herein. You agree upon termination of this Agreement to promptly destroy all electronic data, documents and information relating to NetChb and this Agreement, including any of the Software, derivative works thereof and all documentation copies thereof in your possession, custody of control.

10. Warranty Disclaimer. THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND NETCHB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY. No oral or written information or advice given by NetChb, its suppliers, employees, affiliates, distributors, dealers, or agents will modify the scope of the above warranty disclaimer or create any new warranties. YOU RECOGNIZE THAT NETCHB CANNOT GUARANTEE THE SECURITY, ACCURACY OR CURRENCY OF INFORMATION IN CONNECTION WITH USE OF THE SOFTWARE. NETCHB DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL MEET THE REQUIREMENTS OF ANY APPLICABLE LAW OR REGULATION. NETCHB DOES NOT WARRANT THAT THE SOFTWARE, WEBSITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE INFORMATION OR OTHER MATERIALS THAT ARE AVAILABLE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS, INCLUDING LOSS OF DATA, RESULTING FROM YOUR DOWNLOADING AND/OR USE OF THE SOFTWARE, WEBSITE AND RELATED SERVICES. ALTHOUGH NETCHB INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES AND OTHER DESTRUCTIVE MATERIALS, NETCHB DOES NOT GUARANTEE OR WARRANT THAT THE SOFTWARE, WEBSITE OR OTHER SERVICES THAT MAY BE DOWNLOADED DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. NETCHB IS NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO THE FOREGOING. You are responsible for complying with all applicable laws and regulations. NetChb makes no warranty as to the results that may be obtained from Your use of the Software.

11. Limitation of Liability and Indemnity. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF NETCHB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE. EXCEPT FOR ANY DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF NETCHB, IN NO EVENT SHALL THE LIABILITY OF NETCHB EXCEED THE TOTAL AMOUNT RECEIVED BY NETCHB FROM YOU UNDER THIS AGREEMENT. You agree that NetChb will not be liable to You for any other damages, costs or expenses whatsoever except as expressly agreed to in this Paragraph 11.

12. Indemnity. You will indemnify, defend and hold NetChb harmless from and against any and all claims, demands, costs, expenses, damages and liabilities of any kind or nature whatsoever, including but not limited to reasonable attorneys' fees, incurred by NetChb, arising out of or related in any way to Your unauthorized or improper or unlawful use or misuse of the Software or Your breach of any of the terms or conditions of this Agreement.

13. Compliance with Laws. You shall not use, export or re-export the Software, including without limitation Software source code or object code, or any copies, technology or products utilizing the Software, including without limitation any data ("Materials"), in violation of any applicable international, foreign or domestic export or other laws or regulations. NetChb shall have no liability for Your failure to comply with any applicable international, foreign or domestic law or regulation. You shall not sell, transfer, export or re-export any Materials for use in activities that involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use any Materials in any facility that engages in activities relating to such weapons.

14. Governing Law. This Agreement will be governed by the laws of the state of Arizona, without regard to or application of any conflicts of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The state and federal courts in Pima County, Arizona shall have exclusive jurisdiction over any litigation arising out of or relating to this Agreement. You hereby irrevocably waive any objection to the jurisdiction of, and proper venue in such courts, and any right to trial by jury in any action or proceeding pertaining to any such litigation.

15. Arbitration. Notwithstanding anything in Paragraph 14, the parties agree that any dispute, claim or controversy arising out of or relating to this Agreement shall be settled by submitting the dispute to private, final and binding arbitration in Tucson, Arizona. However, nothing shall prevent a party from seeking injunctive relief from a federal or state court in Pima County, Arizona if such injunction is necessary to prevent irreparable harm to such party. A single arbitrator shall be selected by the mutual agreement of the parties or, if the parties cannot agree upon an arbitrator, by an arbitrator appointed by the American Arbitration Association, otherwise in accordance with its rules applicable to disputes, claims or controversies (the "AAA Rules"). Any such arbitration shall be conducted in accordance with the AAA Rules, applying the laws of Arizona, without regard to or application of any conflicts of law rules or principles. The arbitrator may award reasonable attorneys' fees and costs to the prevailing party in any such action.

16. Assignment. Neither this Agreement nor any rights granted under this Agreement, nor interest herein, may be assigned by You, by operation of law or otherwise, without NetChb's prior written consent.

17. Severance. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision will be modified to the minimum extent necessary to make it valid, legal and enforceable. If the provisions cannot be so modified, they shall be severed and the parties specifically intend that all remaining provisions shall be enforced and interpreted in such a way as to give them maximum enforceability and validity, while retaining the original intent of the parties.

18. Integration and Waiver. This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between You and NetChb in relation to the subject matter of this Agreement. The waiver or failure of NetChb or any supplier to exercise in any respect any right shall not be deemed a waiver of any other right under this Agreement.

19. Interpretation. This Agreement will be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto (whether or not it was drafted by the attorney for such party).

20. Defend Trade Secrets Notice. Notice is hereby given that the Defend Trade Secrets Act (18 U.S.C. §1832 et seq.) provides immunity for otherwise actionable disclosure of confidential information if the disclosure (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SOFTWARE LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO SOME, ANY OR ALL OF THE TERMS BELOW, NETCHB IS UNWILLING TO LICENSE.

If You have any questions regarding this Agreement or the Software, please contact NetChb at 877-786-9339.
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