This License Agreement is by and between ConnX, Inc. (“ConnX”) and [INSERT CUSTOMER NAME] (“Customer”) and is effective on the Effective Date. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ConnX and Customer hereby agree to the terms and conditions of the License Agreement.

1. DEFINITIONS

Except as otherwise defined in the License Agreement, the following terms have the meanings ascribed to them here.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Authorized User" means an individual authorized by Customer to access or use a Licensed Product, Online Service, or Professional Service.

"Customer" means the entity identified as Customer above, and the entity authorized to access or use the Licensed Products pursuant to this License Agreement and any applicable Customer Agreement.

"Customer Agreement" means any order form, subscription agreement, services agreement, partner agreement, reseller agreement, Statement of Work, or other written agreement that incorporates this License Agreement by reference.

"Customer Data" means data, information, content, records, files, or materials submitted, uploaded, transmitted, stored, or otherwise provided by or on behalf of Customer through the Licensed Products.

"Data Protection and Information Security Addendum" or "DPA" means the Data Protection and Information Security Addendum attached to, incorporated into, or otherwise made part of this License Agreement, as amended from time to time.

"Documentation" means user guides, technical documentation, and related materials made available by ConnX for the Licensed Products.

“Effective Date” means (a) in the case of this being stand-alone, the last date upon which this License Agreement is signed by a party; or (b) in the case of this License Agreement being incorporated into a Customer Agreement, the effective date of the Customer Agreement.

“License Agreement” means this ConnX License Agreement, together with any Statements of Work, Data Protection and Information Security Addendum, and amendments executed by the parties.

"Licensed Products" means the Licensed Software, Documentation and Online Services licensed by ConnX pursuant to this License Agreement or any applicable Customer Agreement.

“Licensed Software” means any and all computer programs, applications, executable code, downloaded software, and related materials in any form or medium, whether now existing or later developed, including without limitation: (a) source code, object code, executable code, firmware, and scripts; (b) application programming interfaces (APIs), libraries, modules, components, and microservices; (c) algorithms, models (including machine learning or artificial intelligence models), routines, and logic; (d) databases and data structures to the extent embodied in or necessary for operation of the foregoing; (e) user interfaces, screens, and workflows; (f) configuration files, build files, and deployment artifacts; (g) documentation, specifications, designs, diagrams, flowcharts, and other technical materials; and (h) all updates, upgrades, enhancements, modifications, derivative works, patches, and new versions of any of the foregoing, regardless of the method of delivery (including cloud-based or software-as-a-service implementations).

“Online Services” means hosted, cloud-based, software-as-a-service (SaaS), subscription, or other internet-accessible services licensed by ConnX pursuant to this License Agreement or any applicable Customer Agreement.

“Personal Data” means information relating to an identified or identifiable individual.

"Product Terms" means supplemental terms, conditions, limitations, technical requirements, or usage rights with respect to a Licensed Product or Online Service made available by ConnX from time to time.

"Professional Services" means implementation, configuration, training, consulting, support, or other services provided by ConnX.

“Security Incident” means unauthorized access to, acquisition of, disclosure of, or loss of Customer Data or Personal Data.

"Statement of Work" means a written document signed by both parties describing Professional Services to be provided by ConnX, or other specifics the parties intend to document.

"Subscription Term" means the period during which Customer is authorized to use the Licensed Products licensed by ConnX pursuant to this License Agreement or any applicable Customer Agreement.

"Usage Data" means technical, operational, statistical, diagnostic, telemetry, performance, and usage information relating to the operation and use of the Licensed Products.

2. TERM

2.1 Stand-Alone. The License Agreement will be effective on the Effective Date and will continue for a term of [INSERT # OF YEARS OR MONTHS], or until otherwise terminated.

2.2 Customer Agreement. If a Customer Agreement applies, then the License Agreement will be effective on the Effective Date and will continue until the Customer Agreement is terminated.

3. SCOPE AND APPLICABILITY

3.1 Access and Use. The License Agreement governs Customer's access to and use of the Licensed Software, Online Services, and Professional Services provided by ConnX.

3.2 Customer Agreement. This License Agreement may be used as a standalone agreement or may be incorporated by reference into a Customer Agreement. If a Customer Agreement exists, this License Agreement applies to and is incorporated into the Customer Agreement unless expressly stated otherwise.

3.3 Binding Nature. By executing a Customer Agreement, or by accessing, installing, activating, or using any Licensed Product or Online Service, Customer and its Authorized Users agree to be bound by this License Agreement.

3.4 Product Terms. Certain Licensed Products and Online Services may be subject to Product Terms. Product Terms apply only to the applicable Licensed Product or Online Service and supplement this License Agreement.

4. LICENSED PRODUCTS AND PROFESSIONAL SERVICES

ConnX will make available to Customer the Licensed Products and Professional Services set forth in APPENDIX A to this License Agreement.

5. LICENSE GRANT AND AUTHORIZED USERS

5.1 License Grant. Subject to Customer's compliance with this License Agreement and payment of applicable fees, ConnX grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to install, access, and use the Licensed Software, Online Services and Documentation solely for Customer's internal business purposes and in accordance with this License Agreement and any applicable Customer Agreement. Licensed Products are licensed and not sold.

5.2 Modifications. ConnX may modify, enhance, update, or replace Licensed Products and Online Services from time to time, provided such changes do not materially reduce the core functionality of the applicable Licensed Product or Online Service during the applicable Subscription Term.

5.3 Authorized Users. Customer may permit Authorized Users to access and use the Licensed Products and Online Services solely on Customer's behalf and solely in accordance with this License Agreement, any applicable Customer Agreement, and any applicable Product Terms. Authorized Users receive no ownership rights in the Licensed Products, Online Services, Professional Services, or Documentation and may use such offerings only as permitted by Customer and this License Agreement. Customer will ensure that all Authorized Users comply with this License Agreement and will remain responsible for all acts and omissions of its Authorized Users. Any act or omission by an Authorized User that would constitute a breach of this License Agreement if committed by Customer will be deemed a breach by Customer.

5.4 Electronic Acceptance. ConnX may require Authorized Users to acknowledge or accept electronic terms, notices, policies, usage conditions, click-through agreements, or other electronic acceptance mechanisms in connection with access to or use of the Licensed Products. Such acceptance will be binding upon both the applicable Authorized User and Customer and will supplement this License Agreement.

5.5 Affiliates. Customer may permit its Affiliates to use the Licensed Products pursuant to this License Agreement. Customer will remain responsible for its Affiliates' compliance with this License Agreement.

5.6 Use Rights. Customer may access and use the Licensed Software, Online Services, Documentation, and Professional Services solely in accordance with the rights, limitations, Authorized User restrictions, usage metrics, Product Terms, and other conditions specified in this License Agreement and any applicable Customer Agreement. Any use not expressly authorized by this License Agreement or the applicable Customer Agreement is prohibited. Use Rights may be subject to Authorized User limitations, transaction limitations, storage limitations, consumption limitations, capacity limitations, or other usage metrics specified in the applicable Customer Agreement or Product Terms.

5.7 Verification of Compliance. Upon reasonable notice and not more than once annually, ConnX may verify Customer's compliance with this License Agreement and applicable usage metrics. Such verification may be conducted through review of usage reports, system-generated data, certifications from Customer, or other reasonably requested information. Customer will reasonably cooperate with such verification. Any information obtained will be treated as Customer Confidential Information.

6. PROFESSIONAL SERVICES

6.1 Professional Services. ConnX may provide Professional Services pursuant to a Statement of Work or other Customer Agreement. Each Statement of Work will describe the applicable services, deliverables, assumptions, fees, and project-specific terms.

6.2 Professional Services Deliverables. Subject to Customer's compliance with this License Agreement, ConnX grants Customer a non-exclusive, perpetual license to use Professional Services provided to Customer solely for Customer's internal business purposes and solely in connection with Customer's authorized use of the Licensed Products.

6.3 Pre-Existing Materials. Each party retains all right, title, and interest in and to any software, technology, methodologies, tools, templates, documentation, know-how, and other materials developed or acquired independently of this License Agreement ("Pre-Existing Materials"). To the extent Professional Services incorporate ConnX Pre-Existing Materials, ConnX grants Customer the limited rights necessary to use such Pre-Existing Materials as part of the applicable Professional Services.

6.4 General Knowledge. Nothing in this License Agreement restricts ConnX from using general knowledge, skills, experience, ideas, concepts, techniques, or know-how acquired during the performance of Professional Services, provided ConnX does not disclose Customer Confidential Information.

7. FEES AND PAYMENT

7.1 Fees. Customer will pay all fees specified in this License Agreement, any applicable Customer Agreement, Statement of Work, invoice, quote, or other ordering document accepted by the parties.

7.2 Invoicing and Payment. Unless otherwise stated in the applicable Customer Agreement, invoices are due within thirty (30) days after the invoice date.

7.3 Taxes. Customer is responsible for all taxes, duties, levies, and similar governmental assessments arising from the Customer Agreement, excluding taxes based on ConnX's net income, property, or employees.

7.4 Suspension. ConnX may suspend access to any Licensed Product or Online Service upon notice if: (a) Customer materially breaches this License Agreement; (b) Customer's use presents a security risk to ConnX, the Online Services, or any third party; (c) suspension is required by law; or (d) Customer fails to pay undisputed fees when due. ConnX will use commercially reasonable efforts to restore access promptly after the underlying issue has been resolved.

8. OWNERSHIP AND USE RESTRICTIONS

8.1 Ownership. ConnX and its licensors retain all right, title, and interest in and to the Licensed Products, Documentation, Professional Services, Usage Data, and all related intellectual property rights. Except for the limited rights expressly granted herein, no rights are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved by ConnX.

8.2 Restrictions. Customer will not, and will not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of any Licensed Product except as expressly permitted by this License Agreement; (b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, algorithms, trade secrets, or underlying technology from any Licensed Product except to the limited extent prohibited by applicable law; (c) sublicense, distribute, lease, rent, sell, assign, transfer, disclose, or otherwise make any Licensed Product available to any third party except as expressly authorized herein; (d) circumvent, disable, or interfere with any security feature, technical limitation, access control, or usage restriction of any Licensed Product; (e) use any Licensed Product or Online Services to develop, train, benchmark, test, validate, improve, or provide a competing product or service; (f) conduct competitive analysis, performance testing, or benchmarking of any Licensed Product without ConnX's prior written consent; (g) introduce malicious code, malware, ransomware, viruses, or other harmful technology into any Licensed Product; (h) use any Licensed Product in violation of applicable law or third-party rights; or (i) access or use any Licensed Product beyond the scope of rights purchased under the applicable Customer Agreement.

8.3 Acceptable Use. Customer will use the Licensed Products only in a lawful manner and will not interfere with the operation, security, integrity, or availability of the Licensed Products or any related systems or networks.

8.4 High-Risk Activities. Unless expressly agreed in writing by ConnX, the Licensed Products are not designed or intended for use in life-support systems, emergency response systems, nuclear facilities, aviation systems, autonomous vehicle systems, or other inherently dangerous activities where failure could result in death, personal injury, or significant environmental damage.

9. CUSTOMER DATA, USAGE DATA, AI, AND FEEDBACK

9.1 Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants ConnX a non-exclusive, worldwide right to host, copy, process, transmit, store, display, modify, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, improve, and deliver the Licensed Products and Professional Services and to perform ConnX's obligations under this License Agreement.

9.2 Customer Responsibilities. Customer is responsible for the accuracy, quality, legality, and rights necessary to provide Customer Data to ConnX. Customer represents that it has obtained all rights, consents, and permissions necessary for ConnX to process Customer Data as contemplated by this License Agreement.

9.3 Usage Data. ConnX may collect and use technical, operational, diagnostic, statistical, telemetry, performance, and usage information relating to the Licensed Products and Professional Services ("Usage Data") for purposes of operating, securing, supporting, maintaining, improving, and developing the Licensed Products and related services. Usage Data will not be disclosed in a manner that identifies Customer except as required by law or with Customer's consent.

9.4 Artificial Intelligence. Except as expressly authorized by Customer in writing, ConnX will not use Customer Data to train, fine-tune, validate, or develop publicly available artificial intelligence or machine learning models. Nothing in this License Agreement restricts ConnX from using aggregated, anonymized, or de-identified information that cannot reasonably identify Customer, any Authorized User, or any individual.

9.5 Feedback. Customer may provide suggestions, recommendations, enhancement requests, comments, or other feedback relating to the Licensed Products or Professional Services. Customer grants ConnX a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, disclose, and otherwise exploit such feedback without restriction or compensation.

10. DATA PROTECTION AND SECURITY

10.1 Data Protection Addendum. The DPA is incorporated into and forms part of this License Agreement. ConnX will process Personal Data in accordance with the DPA.

10.2 Security Responsibilities. ConnX will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Customer is responsible for managing Authorized User access credentials, maintaining appropriate security measures within its own systems and networks, and promptly notifying ConnX of any known or suspected unauthorized access to Customer accounts.

10.3 Security Incidents. Each party will reasonably cooperate with the other in connection with the investigation and mitigation of any Security Incident affecting Customer Data. ConnX's obligations regarding Security Incident notification, response, and remediation are set forth in the DPA.

10.4 Sub-Processors. ConnX may use Affiliates and third-party service providers to perform services under this License Agreement, provided ConnX remains responsible for their performance as required by applicable law and the DPA.

11. CONFIDENTIALITY

11.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this License Agreement; (b) was lawfully known by the Receiving Party without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

11.2 Protection of Confidential Information. The Receiving Party will: (a) use the same degree of care it uses to protect its own confidential information of a similar nature, but not less than reasonable care; (b) use Confidential Information solely for purposes of exercising its rights and performing its obligations under this License Agreement; and (c) limit disclosure to employees, contractors, advisors, Affiliates, and service providers with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

11.3 Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental request, provided that, unless prohibited by law, the Receiving Party gives the Disclosing Party reasonable advance notice and cooperates in seeking confidential treatment.

11.4 Injunctive Relief. Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party may seek injunctive or equitable relief in addition to any other available remedies.

12. WARRANTIES AND DISCLAIMERS

12.1 Performance Warranty. ConnX warrants that during the applicable Subscription Term: (a) the Licensed Products will materially perform in accordance with the applicable Documentation; and (b) Professional Services will be performed in a professional and workmanlike manner. Customer must notify ConnX of any warranty claim during the applicable warranty period and provide sufficient detail to permit ConnX to investigate and reproduce the issue.

12.2 Exclusive Remedies. For breach of the warranties set forth in this section, Customer's exclusive remedies and ConnX's sole obligation will be, at ConnX's option, to: (a) repair or replace the affected Licensed Product; (b) re-perform the affected Professional Services; or (c) refund the fees paid for the non-conforming Licensed Product or Professional Services and terminate the affected portion of the applicable Customer Agreement.

12.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT, THE LICENSED PRODUCTS, ONLINE SERVICES, PROFESSIONAL SERVICES, DOCUMENTATION, AND ALL RELATED SERVICES ARE PROVIDED "AS IS."

CONNX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

CONNX DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

13. INDEMNIFICATION

13.1 Customer Indemnification Obligations. Customer will defend, indemnify, hold harmless, and cooperate with ConnX, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, suits, actions, demands, proceedings, losses, damages, liabilities, costs and expenses including, without limitation, interest and attorneys’ fees, settlements, judgments, arising out of or related to: (a) data, information, content, or materials provided by or on behalf of Customer; (b) Customer's or any Authorized User's fraud, misrepresentation, performance, non-performance, negligence, willful misconduct, or breach of any provision of the License Agreement and applicable Customer Agreement; (c) failure to comply with applicable law; (d) Customer’s combination or use of any Licensed Product with a third-party product where such combination, use or operation infringes any IP right of a third party; (e) Customer's or any Authorized User's use, misuse, infringement or misappropriation of the Licensed Products or Online Services in violation of this License Agreement; infringement or misappropriation of any third-party intellectual property right; (f) any claim or action by a ConnX customer, customer affiliate or subcontractor against ConnX as a result of Customer’s breach or violation of its agreements or arrangements with such parties; or (g) any act or omission by Customer’s employees, agents, or subcontractors.

13.2 ConnX’s Indemnification Obligations. ConnX will indemnify, defend and hold harmless, and cooperate with Customer in good faith against any and all claims, suits, actions, demands, proceedings, losses, damages, liabilities, costs and expenses, including without limitation, interest and reasonable attorneys’ fees arising out of, relating to, or resulting from any third party claim alleging that a Licensed Product infringes or misappropriates any patent, copyright, trademark, service mark, or other IP in connection with Licensed Products provided by ConnX.

13.2.1 Exclusions. ConnX will have no liability under this section to the extent a claim arises from: (a) Customer data; (b) modifications not made by or on behalf of ConnX; (c) use of a Licensed Product in combination with products, services, software, or data not provided by ConnX, if the claim would not have arisen but for such combination; (d) use of a Licensed Product in violation of this License Agreement or applicable Documentation; or (e) Customer's continued use of a Licensed Product after ConnX has provided a non-infringing replacement, modification, or workaround.

13.3 Indemnification Procedures.

13.3.1 Identification. At times, the party seeking indemnification is called the “Indemnified Party” and the party that may be obligated to indemnify is called the “Indemnifying Party.”

13.3.2 Notice. An Indemnified Party will notify the Indemnifying Party in writing, and with reasonable promptness, of any claim, demand, suit, cause of action or legal proceeding that may give rise to an indemnification claim. If such Indemnified Party fails to give notice, then the Indemnifying Party remains obligated under this section 13.

13.3.3 Defense and Settlement. The Indemnifying Party will control the defense and settlement of the claim at its own expense. The Indemnified Party will provide reasonable cooperation in connection with the defense of the claim at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense with counsel of its own choosing at its own expense. The Indemnifying Party will not settle any claim in a manner that admits fault or imposes liability on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

13.3.4 Exclusive Remedy. This section 13 states the parties' exclusive indemnification obligations and remedies under this License Agreement.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap. EXCEPT AS PROVIDED IN SECTION 14.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE CUSTOMER AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exclusions from Cap. The limitations set forth in this section will not apply to: (a) Customer’s payment obligations; (b) either party’s breach of its confidentiality obligations; and (c) either party’s infringement or misappropriation of the other party’s intellectual property rights.

15. TERMINATION

15.1 Termination for Cause. Either party may terminate this License Agreement upon written notice if any of the circumstances described in this section 15.1 occurs, subject to any applicable cure rights set forth here. Termination will be effective on the date set forth in the notice.

15.1.1 Breach. Any material breach of a party’s obligations under this License Agreement or, if applicable, the Customer Agreement.

15.1.2 Bankruptcy; Insolvency. To the extent permitted by law, upon the insolvency or bankruptcy of either party, the inability of either party to pay its debts as they fall due, or upon the appointment of a trustee or receiver or the equivalent for either party, or upon the institution of proceedings relating to dissolution, liquidation, winding up, bankruptcy, insolvency, or the relief of creditors, if such proceedings are not terminated or discharged within thirty (30) calendar days.

15.1.3 Impairment. Upon the enactment of a law, decree, or regulation which would impair or restrict (a) ConnX’s right to terminate or elect not to renew the License Agreement as herein provided; or (b) ConnX’s IP rights. Notwithstanding anything in this section 15, any such termination for impairment will be deemed to be effective one (1) day prior to the effectiveness of the relevant law, decree, or regulation, regardless of when such notice of termination is transmitted or received.

15.2 Cure. For any proposed termination for cause, the breaching party may request the opportunity to cure the breach or default by written notice. If the non-breaching party accepts the request, and if the breaching party fails to cure such breach or default on or before the termination date set forth in the breach notice, then the non-breaching party may terminate the License Agreement immediately by giving written notice of termination to the breaching party.

15.3 Termination for Convenience. ConnX may terminate the License Agreement for convenience upon sixty (60) calendar days’ prior written notice to Customer.

15.4 Injunctive Relief. The parties, in addition to all other available remedies, will each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of IP rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction.

15.5 Other Remedies. Each party acknowledges and agrees that termination of the License Agreement is not the sole remedy under the License Agreement and, whether or not termination is effected, all other remedies available to a party as a result of any breach or nonperformance by the other party will remain available to the non-defaulting party.

15.6 Payment Following Termination. Customer will pay ConnX all amounts due and owing under this License Agreement as of the effective date of termination or expiration, including: (a) all fees and charges for Licensed Products and Professional Services provided before the effective date of termination or expiration; and (b) all fees and charges associated with orders, subscriptions, Statements of Work, Professional Services engagements, purchase commitments, or other obligations accepted or incurred by Customer before the effective date of termination or expiration, regardless of whether delivery, performance, invoicing, or payment occurs after such date.

15.7 Effect of Termination. Upon termination: (a) Customer's rights to install, access, and use the affected Licensed Products will immediately terminate; (b) each party will return or destroy the other party's Confidential Information upon request, subject to legal retention obligations and routine backup processes; and (c) accrued rights, obligations, and liabilities will survive termination.

16. GENERAL TERMS

16.1 Amendments. Any change, modification or waiver of any of the terms and conditions of the License Agreement will not be binding unless made in a writing manually signed by both parties.

16.2 Assignment. Neither party may assign this License Agreement without the other party's prior written consent, except that either party may assign this License Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

16.3 Compliance with Laws. The parties agree to comply with all applicable federal, state and local laws and regulations in the performance of their respective obligations under the License Agreement.

16.4 Cumulative Remedies. The rights and remedies of the parties set forth in the License Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise, except in those cases where the License Agreement specifies that a particular remedy is sole or exclusive, but neither party may retain the benefit of remedies that are inconsistent with one another. No single or partial exercise of any right or remedy with respect to one breach of the License Agreement precludes the simultaneous or subsequent exercise of any other right or remedy with respect to the same or a different breach.

16.5 Construction and Interpretation. The License Agreement has been prepared jointly and has been the subject of arm’s length and careful negotiation. Each party has been given the opportunity to independently review the License Agreement with legal counsel, and each has the requisite experience and sophistication to understand, interpret and agree to the particular language of its provisions. Accordingly, the drafting of the License Agreement is not to be attributed to either party. Section and paragraph headings contained in the License Agreement are for reference purposes only and are not to affect the meaning or interpretation of the License Agreement. The use of singular words includes the plural and vice versa; the use of masculine or feminine forms of words is deemed to be inclusive of both.

16.6 Counterparts. The License Agreement may be executed in two or more counterparts, which may be exchanged by facsimile, electronic mail, secure online document sharing service, or electronic signature application (for example, DocuSign), each of which will be deemed an original, but all of which together constitute the same instrument.

16.7 Dispute Resolution. Where there is a dispute, controversy, or claim arising under, out of, or relating to the License Agreement, the aggrieved party will notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties will meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to negotiate in good faith an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties.

16.8 Electronic Contracting. The parties agree that electronic signatures, electronic records, click-through agreements, and electronic acceptance methods will have the same force and effect as original signatures and paper records.

16.9 Entire Agreement. This License Agreement, together with the applicable Customer Agreement and any documents expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings relating thereto.

16.10 Export Compliance. Customer will comply with all applicable export control and sanctions laws in connection with its use of the Licensed Products.

16.11 Force Majeure. Neither party will be liable for any interruption or delays, failure in performance, loss or damage caused by events outside such party’s reasonable control, such as (but not limited to): war; acts or threats of terrorism; civil disorder; labor strikes or disruptions; natural disasters (including fires, floods, earthquakes, and severe weather); medical epidemics, pandemics or outbreaks; destruction of network facilities or transportation infrastructure (including explosion, cable cuts, and power blackouts); acts of regulatory or governmental agencies, or any other events beyond such party’s reasonable control.

16.12 Governing Law and Venue. This License Agreement will be governed by the laws of the State of New Jersey, without regard to its conflict-of-law principles. The state and federal courts located in Middlesex County, New Jersey will have exclusive jurisdiction over disputes arising out of or relating to this License Agreement, and each party consents to such jurisdiction and venue.

16.13 Independent Contractors. The parties are independent contractors. Nothing in this License Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

16.14 Non-Solicitation. During the term of the License Agreement and for a period of one (1) year after termination or expiration, it will not call on, solicit, contract with or attempt to contract with (a) any employee or contractor of ConnX to leave the employ of or exit the contractual relationship with ConnX; (b) any vendor or licensor of ConnX to cease selling or licensing to ConnX; or (c) any customer or potential customer or end-user of ConnX to become a client or customer of Customer or any of its Affiliates with respect to any replacement or competing product or service of Customer or other third parties.

16.15 Notices. A Notice is effective when given in writing and delivered in any of the following ways: (a) furnished in person; (b) delivered by first class mail, five (5) days after deposit in the mail; (c) sent by Express Mail, Registered Mail, or Certified Mail, or internationally recognized overnight courier, upon receipt as indicated by the date on the written or electronic confirmation of receipt provided; or (d) sent by email, upon successful transmission to the recipient’s email account provided in this section. Each party will provide Notice as follows:

If to ConnX: 

ConnX, Inc. 

103 Morgan Lane, Plainsboro NJ 08536 

Attn: Masoud Majidi, Senior Director

Customer Service

Email Address: Masoud.Majidi@ConnXai.com

Phone Number: (609) 955-3032

16.16 Order of Precedence. In the event of a conflict, the order of precedence will be: (a) the applicable Customer Agreement; (b) the DPA, solely with respect to privacy, data protection, and information security matters; (c) this License Agreement; (d) any Statement of Work; and (e) any Documentation. Purchase orders and similar procurement documents will not modify this License Agreement unless expressly agreed in writing by ConnX.

16.17 Non-ConnX Products. Non-ConnX products, services, software, integrations, or content are governed by their applicable third-party terms. ConnX is not responsible for Non-ConnX products except as expressly stated in a Customer Agreement.

16.18 No Waiver; Non-Exclusivity of Remedies. The failure of either party to assert any of its rights under the License Agreement will not be deemed to constitute a waiver of that party’s right thereafter to enforce each and every provision of the License Agreement in accordance with its terms. Any exercise of either party’s rights hereunder at any time will not preclude the exercise of any other right.

16.19 Publicity and Advertising. Except as set forth in the License Agreement, neither party will publish or use any advertising, sales promotion, press release or other publicity that uses the other party's name, logo, trademarks or service marks without the prior written approval of the other party.

16.20 Record Keeping. At all times during the term of the License Agreement and for a period of two (2) years after its termination or expiration, Customer will (a) maintain full, complete and accurate written books of account and records with regard to its activities including, without limitation, Customer information and such other information as ConnX may require in its sole discretion; (b) provide ConnX with reports regarding its activities hereunder; and (c) immediately report to ConnX all claimed or suspected Licensed Product defects and other Customer complaints.

16.21 Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to a final judicial decree or decision, the remainder of the License Agreement will remain valid and enforceable according to its terms. In the event of such partial invalidity, the parties will seek in good faith to agree on replacing any such legally invalid provision with a provision which, in effect, will most nearly and fairly approach the effect of the invalid provision.

16.22 Survival of Terms. Notwithstanding the termination or expiration of the License Agreement, the parties will continue to abide by the terms addressing limitation of liability, indemnification, confidentiality, export control and re-exportation, orders, invoices, payments, taxes, intellectual property rights, and any other provisions that by their nature should survive termination will survive termination of this License Agreement.