IMPORTANT – READ CAREFULLY: This End-User License Agreement (“EULA” or “Agreement”) is a legal agreement between you (either an individual or a single entity) and Bentley Systems, Incorporated (“Bentley”), for the Bentley Deliverables that accompany this EULA.
BY CLICKING “ACCEPTED AND AGREED,” OR BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IS A CONDITION TO THE GRANT OF LICENSE BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT (A) CLICK THE “ACCEPTED AND AGREED” BUTTON, OR (B) DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SOFTWARE. If you agree to the terms of this Agreement, you hereby represent that (1) you are not a Direct Competitor, and (2) if you agree to the terms of this Agreement on behalf of an organization, you hereby represent to Licensor that you are authorized to accept these terms on its behalf.
LICENSEE ACKNOWLEDGES AND AGREES THAT ITS PURCHASE OF THE SOFTWARE IS GOVERNED SOLELY BY THE TERMS OF THIS AGREEMENT, AND BOTH PARTIES ACKNOWLEDGE AND AGREE THAT ANY INCONSISTENT, ADDITIONAL, OR DIFFERENT TERMS IN ANY OTHER DOCUMENT, INCLUDING IN ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT PROPOSAL, BID, PURCHASE ORDER, INVOICE, ACKNOWLEDGEMENT, CONFIRMATION, OR OTHER DOCUMENT, WILL NOT HAVE ANY FORCE OR EFFECT. ANY TERMS AND CONDITIONS ON LICENSEE'S FORMS THAT ARE INCONSISTENT WITH OR IN ADDITION TO THE TERMS OF THIS AGREEMENT WILL BE DEEMED DELETED, NULL AND VOID, AND THE TERMS OF THIS AGREEMENT WILL CONTROL.
PLEASE CONTACT Bentley AT SALES@EASYPOWER.COM WITH QUESTIONS.
EASYPOWER® SOFTWARE LICENSE
“You” or “Licensee” means the person or entity who is being licensed to use the Licensor Software in association with this Agreement. “We” or “Licensor” means Bentley. The Agreement is effective as of the date of Licensee’s Purchase.
Licensor has developed and owns certain proprietary Software for use in the electrical power system industry. Licensee desires to obtain a license to use such Software. Licensor desires to license such Software to Licensee on the terms and conditions set forth in this Agreement.
1. Definitions. Capitalized terms in this Agreement will have the following meanings:
1.1 Confidential Information means any material, data, or information in whatever form or media that is provided or disclosed by each party ("Discloser") to the other party ("Recipient"), except for any information that is: (a) publicly available or later becomes available other than through a breach of this Agreement; (b) known to Recipient or its employees, agents, or representatives prior to such disclosure without obligations of confidentiality; or (c) subsequently lawfully obtained by Recipient or its employees, agents, or representatives from a third party without obligations of confidentiality. Licensor's Confidential Information shall include, but is not limited to, the following categories of information whether disclosed orally or marked as confidential: Documentation, Software, Object Code, Source Code, Hardware Key, and Deliverables.
1.2 Deliverable means the Hardware Key, Software, Documentation, and any other material delivered under this Agreement.
1.3 Direct Competitor means any owner, shareholder, employee, agent, consultant, or affiliate of any person or entity that offers or provides power systems software that is used by industries, institutions, and individuals to design, analyze, and monitor electrical power systems.
1.4 Documentation means collectively: (a) all of the written, printed, electronic, or other format materials published or otherwise made available by Licensor that relate to the functional, operational, and/or performance capabilities of the Software; and (b) all user, operator, system administration, technical, support, and other manuals and all other written, printed, electronic, or other format materials published or otherwise made available by Licensor that describe the functional, operational, and/or performance capabilities of Software. Documentation shall not include Source Code.
1.5 Hardware Key means the small security mechanism that fits inside a printer port, parallel port, or USB port, which is commonly referred to as a dongle.
1.6 License Fee means the applicable fees, as set forth on a quote or order form (the “Order”) or an enterprise agreement between Licensee and Licensor (an “Enterprise Agreement”), payable by Licensee for its Use of the Software.
1.7 Purchase means the earlier of Licensee’s order or download of Deliverables from Licensor. Licensee’s method of payment and the timing of such payment will be established by Licensee and Licensor on the date of Purchase.
1.8 Object Code means the binary machine-readable version of the Software.
1.9 Software means the computer program referred to as EasyPower® including all physical components, such as the EasyPower® installation disc, device drivers, and utilities, and the Object Code contained in such components.
1.10 Source Code means computer software in the form of source statements for the Software including, without limitation, all software in the form of electronic and printed human-readable, mnemonic or English-like program listings, including descriptions of the design of such software including, without limitation, data definition models, indices, structure tables, system flow charts, program flow charts, defined terms, file layouts, program narratives, global documentation (including global variables) and program listings.
1.11 Technical Support means a reasonable amount of instructions on the use of the Software provided by Licensor to Licensee by means of telephone or email communication.
1.12 Time Clocks means any time clocks, copy-protection mechanisms, or other security devices embedded in the Software which may deactivate the Software after expiration of any applicable subscription or termed license period.
1.13 Use means the ability to run, execute, and display the Software in its Object Code form.
2. License Grant
2.1 Use Grant. Subject to the provisions of this Agreement as well as the payment of all applicable License Fees for the term of such license, which payment may be governed by a payment plan agreement by Licensee in favor of Licensor (a “Payment Plan”) or an Enterprise Agreement, Licensor grants Licensee and Licensee accepts a limited, personal, nonexclusive, nontransferable, non-assignable Object Code license to Use the Software on a single network server located on Licensee’s premises for exclusive use by Licensee’s personnel on the planet where the network is physically located, and to use the Hardware Key and Documentation as necessary for Licensee’s Use of the Software. As to Software products that allow Hardware Key sharing (EasyPower, EasySolv, Oneline Designer, Safety Tracker), the license granted herein permits Use by no more than five (5) individuals. Notwithstanding the foregoing: (a) if Licensee owns the facility for which the Software will be used, Licensee may allow a third-party contractor to use the Software solely to perform work on Licensee’s facility, provided that Licensee has obtained from the contractor a contractual obligation that prohibits the contractor from using the Software to perform work on any other facility, and (b) if Licensee does not own the facility for which the Software will be used, Licensee may allow a non-employee to use the Software only if Licensee has paid for or begins paying for "Premium" Technical Support maintenance for the Software license it wishes to share.
2.2 Ownership of Software. Legal title to the Deliverables shall remain in Licensor as its sole property subject only to Licensee’s Use rights under this Agreement. All patents, copyrights, trademarks, trade secrets, and other proprietary rights in or related to the Software and all Deliverables are and will remain the exclusive property of Licensor, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Software and/or Deliverables are used or licensed. Nothing in this Agreement shall be deemed to limit any rights of Licensor under copyright, patent, trademark, trade secrets, or other law.
2.3 No Licenses of Intellectual Property. Except as explicitly provided in Section 2.1 of this Agreement, no license of any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, express or implied, are granted by Licensor to Licensee under this Agreement.
2.4 Reverse Engineering. Licensee shall not and shall not permit or enable any third party to translate, reverse engineer, decompile, recompile, alter, update, or modify all or any part of the Software or merge the Software into any other software. Licensee shall not and shall not permit any third party to disassemble, decompile, or alter the Hardware Key.
2.5 Copies. Licensee may reproduce solely for Licensee’s own use the Documentation and Software delivered under this Agreement. Each such reproduction, complete or partial, shall bear the same restrictions as the original copies delivered by Licensor and shall include any proprietary notice or stamp that has been affixed by Licensor.
2.6 Designation Marks. Licensee shall not remove any designation mark from any materials supplied by Licensor that identifies such material as belonging to or developed by Licensor.
2.7 Proprietary Rights. Licensee agrees that the Deliverables provided by Licensor under this Agreement are proprietary to Licensor, constitute a valuable asset and trade secret of Licensor, and are provided for Licensee's use solely under the terms and conditions of this Agreement. Licensee acknowledges that the Software’s device library contains proprietary information about the Software’s methods of computation, and Licensee agrees that the Software’s device library and the data contained therein are proprietary and trade secrets of Licensor. In addition to Licensee's confidentiality obligations under this Agreement, Licensee agrees to take all steps necessary to protect and prevent disclosure of Licensor’s proprietary information and trade secrets, which includes the device library and the data contained therein. Licensee also agrees that data files created by Licensee using the Software contain information about the Software’s methods of computation and Source Code that are proprietary and trade secrets of the Licensor. Licensee agrees to take all steps necessary to protect and prevent disclosure of Licensor’s proprietary information and trade secrets of Licensor and shall not share data files created by Licensee using the Software with a third party without Licensor’s prior written consent.
2.8 Unauthorized Use. Except as expressly allowed under Section 2.1, Licensee represents that it is not a Direct Competitor or agent of a direct competitor. Licensee understands and acknowledges that Direct Competitors, or their agents may not Use the Software, License Key, or Documentation, except with Licensor’s prior written consent.
2.9 Confidentiality. Recipient acknowledges that this Agreement creates a confidential relationship between the parties and agrees to take all steps necessary to protect and prevent disclosure of Confidential Information to third parties. If Recipient becomes aware of any unauthorized use or disclosure of the Confidential Information, Recipient shall notify Discloser of all facts known to it concerning such unauthorized use or disclosure. Notwithstanding the above: (i) Recipient may disclose Discloser’s Confidential Information to Recipient’s employees and agents who have a need to know and have been made aware that his or her access to Discloser’s Confidential Information is subject to this Agreement; and (ii) Recipient may disclose Confidential Information if so required by law (including court order or subpoena), provided that Recipient shall provide written notice to Discloser of any such request or requirement so that Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
2.10 License Validation and Licensor Audit Right. The Software may from time to time prompt a validation feature of the Software. Validation verifies that the Software has been activated and is properly licensed. Validation also permits Licensee to use certain features of the Software or to obtain additional benefits. If requested by Licensor, Licensee will submit an annual certification regarding Licensee’s usage of the Software. Licensor may also, once annually and at Licensor's cost, upon reasonable notice and during regular business hours, audit Licensee's compliance with this Agreement with a visit to Licensee’s premises.
2.11 Time Clocks. Licensor’s default licensing term is perpetual unless otherwise specifically identified for the Software licensed. If Licensee has licensed the Software subject to this EULA for a term shorter than a perpetual license, Licensee acknowledges that the Software may be delivered to it with embedded Time Clocks. Licensee agrees that Time Clocks are not considered a defect of the Software and Licensee releases Licensor from any and all claims, however characterized, arising from or related to Time Clocks or their operation.
3.1 Commencement. The term of this Agreement shall commence upon the date of Purchase, and provided that Licensee has paid all required License Fees no later than 30 days after the date of Licensor’s invoice to Licensee for the applicable License Fees, shall continue in perpetuity (or If Licensee has licensed the Software subject to this EULA for a term shorter than a perpetual license this Agreement shall continue for the term for which such license has been granted) unless terminated by either party as provided herein.
3.2 Licensee’s Termination. Licensee may terminate this Agreement for any reason or no reason at any time by providing written notice of such termination.
3.3 Licensor’s Termination. LICENSOR MAY TERMINATE THIS LICENSE IMMEDIATELY AT ANY TIME IF IN LICENSOR’S REASONABLE JUDGMENT, LICENSEE FAILS IN ANY RESPECT TO COMPLY WITH ANY TERM, CONDITION, OR OBLIGATION OF THIS AGREEMENT, BY PROVIDING WRITTEN NOTICE OF SUCH TERMINATION.
3.4 Effects of Termination. Upon termination of this Agreement, the license granted in Section 2.1 will terminate, Licensee will cease all Use of the Software and Deliverables, and within seven (7) calendar days, Licensee must return all Deliverables (including all copies) to Licensor or destroy all Deliverables (including all copies). The following provisions will survive termination of this Agreement: (i) any obligation of Licensee to pay any unpaid License Fees, including as required under any Payment Plan or Enterprise Agreement, (ii) Sections 2.2, 2.4, 2.7, 2.8, 2.9, 4, 5, 6, 12.4, 12.5, and 12.8, and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
4. Disclaimer of Warranties
4.1 Opportunity to Examine. Licensee acknowledges it has had such opportunity as Licensee has deemed necessary to examine the Deliverables and based upon that examination and investigation, has determined that the Deliverables are suitable for the purposes desired by the Licensee. Licensee is not relying upon any warranty or representation of Licensor or Licensor’s employees or agents as to any aspect of the Software, its application or performance.
4.2 Disclaimer. Licensor warrants to Licensee that, during the 30-day period following the date of Purchase, the Software will reasonably conform in all material respects with the applicable Documentation. If the Software fails to conform to the foregoing warranty during the 30-day period referenced above, Licensor will use reasonable efforts to correct the non-compliance, provided that Licensee promptly notifies Licensor of the non-compliance and Licensor is able to reproduce the proven non-compliance. If Licensor is unable to remedy the non-compliance, Licensee may terminate this Agreement, and Licensor will refund to Licensee an equitable portion of the unused, pre-paid License Fees (if any) as full and complete satisfaction of Licensee's claim relating to such non-compliance. LICENSEE ACKNOWLEDGES AND AGREES THAT THE FOREGOING REFUND WILL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM ARISING OUT OF A BREACH OF THE WARRANTY SET FORTH IN THIS SECTION. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, LICENSOR DISCLAIMS ALL WARRANTIES OF EVERY KIND AND NATURE WITH REGARD TO THE DELIVERABLES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY LICENSEE. Without in any way limiting the application of foregoing, Licensor specifically disclaims any express or implied warranty that (a) the functions contained in the Software will meet Licensee's requirements; and (b) that the operation of the Software will be uninterrupted or error free.
4.3 Assumption of Risk. Licensee assumes full responsibility for: (a) selecting the Software; (b) verifying and interpreting the results and data obtained from using the Software; and (c) taking appropriate steps to prevent loss of data. Licensee acknowledges that it will assume all risks resulting from any and all modifications, alterations or changes in the Software. Licensee agrees that a registered professional engineer employed by the Licensee should be responsible for operating the Software and interpreting the data produced by the Software.
5. Disclaimer of Liability. LICENSOR SHALL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR ANY ORDER OR THE OPERATION OR USE OF THE SOFTWARE INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST LICENSEE BY ANY THIRD PERSON, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY LICENSOR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND LICENSOR’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST LICENSOR MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.
6. Limitations on Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSOR’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE CLAIM OR THE FORM OF ACTION OR SUIT, WHETHER IN CONTRACT, NEGLIGENCE, TORT, WARRANTY, UNDER STATUTE, OR OTHERWISE, SHALL BE LIMITED TO THE CORRECTION OR REPLACEMENT COSTS, OR THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE TO LICENSOR FOR THE DELIVERABLE GIVING RISE TO LIABILITY, WHICHEVER IS LESS. BY CLICKING “ACCEPTED AND AGREED,” LICENSEE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS ON LIABILITIES SET FORTH IN SECTION 5 AND THIS SECTION ARE CRITICAL AS INDUCEMENTS TO LICENSOR TO GRANT THE LICENSE TO LICENSEE ON THE TERMS, FOR THE CONSIDERATION AND ON THE CONDITIONS HEREIN SET FORTH.
7. Indemnification. LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FROM ALL CLAIMS OF THIRD PARTIES, AND ALL LIABILITIES AND DAMAGES ASSOCIATED WITH SUCH CLAIMS, THAT MAY ARISE FROM LICENSEE'S USE OF THE DELIVERABLES UNDER THIS AGREEMENT.
8. High Risk Activities. The Software is not fault tolerant and is not designed, manufactured or intended for use or resale as control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
9. Sanctions and Export Controls. The Deliverables are subject to U.S. sanctions and export control laws, regulations and requirements, in addition to sanctions and export control laws, regulations and requirements of other agencies or authorities based outside of the United States (collectively referred to as “Sanctions and Export Controls”). Regardless of any disclosure made by you to Licensor of an ultimate destination of the Deliverables, you must not export, re-export or transfer, whether directly or indirectly, the Deliverables, or any portion thereof, or any system containing such Deliverables or portion thereof, to anyone without first complying strictly and fully with all Sanctions and Export Controls that may be imposed on the Deliverables and/or the export, re-export or transfer, direct or indirect, of the Deliverables, and transactions related thereto. The entities, end uses and countries subject to restriction by action of the United States Government, or any other governmental agency or authority outside of the United States, are subject to change, and it is your responsibility to comply with all applicable Sanctions and Export Controls as they may be amended from time to time. You shall indemnify, defend and hold Licensor harmless for any breach of your obligations pursuant to this Section.
10. U.S. Government Restricted Rights. If the Software is acquired for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), it is provided with restricted rights. The Software and accompanying Documentation are "commercial computer software" and "commercial computer software documentation," respectively, pursuant to 48 C.F.R. 12.212 and 227.7202, and "restricted computer software" pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the U.S. Government are subject to restrictions as set forth in this Agreement and pursuant to 48 C.F.R. 12.212, 52.227-19, 227.7202, and 1852.227-86, as applicable. Contractor/Manufacturer is Bentley Systems, Incorporated, 685 Stockton Drive, Exton, PA 19341-0678.
11. Third-Party Open Source. The Software may contain or be provided with third-party components subject to the terms and conditions of “open source” software licenses as identified in the Documentation (“Third-Party Open Source”). The terms of such licenses will apply solely with respect to such Third-Party Open Source, including, without limitation, any provisions governing access to source code, modification or reverse engineering. Notwithstanding the foregoing, Licensee may not use the Software or Third-Party Open Source in any manner that would cause the Software to become subject to the terms of any such license or any other “free”, “open source”, “public”, “shareware” or comparable license, including any license that requires, the Software (i) to be disclosed or distributed in source code form, (ii) to be licensed to third parties for the purpose of reverse engineering or making and/or distributing derivative works, or (iii) to be redistributable at no charge, such as, without limitation, the GNU Affero General Public License (AGPL), GNU General Public License (GPL) or the GNU Lesser General Public License (LGPL).
12. General Provisions
12.1 Training. Instructions on use of the Software are included in the Documentation. Licensee site training in the use of is the Software is not part of this Agreement. Such training will be available upon request at Licensor’s standard training rates.
12.2 Technical Support. Licensor agrees to provide Technical Support for the Software for a period of one year from the date of Purchase. After one year, Licensee must enter a maintenance contract to continue Technical Support. If Licensee continues under a maintenance contract, Licensor will also provide Licensee with access to all program updates, device library updates, and all new version releases. Visit https://www.easypower.com/support for more information.
12.3 Prohibition on Assignment. Licensee may not assign or transfer its interests, rights, or obligations under this Agreement by written agreement, merger, consolidation, operation of law, or otherwise, without the prior written consent of an authorized executive officer of Licensor. Any attempt to assign this Agreement by Licensee shall be null and void. Furthermore, for the purposes of this Agreement the acquisition of an equity interest in Licensee of greater than 25 percent by any third party shall be considered an “assignment.”
12.4 Remedies. Upon Licensee’s breach of this Agreement, Licensor shall be entitled to any of the following rights and remedies: (a) right to terminate the Agreement, as specified under Section 3.3, (b) right to seek to recover damages from Licensee, and (c) right to exercise a self-help remedy, by disabling Software. Licensee agrees that Licensee’s breach of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, or 2.10 might cause Licensor irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Licensor will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
12.5 Governing Law and Venue. This EULA will be governed by and construed in accordance with the substantive laws in force in the Commonwealth of Pennsylvania, and the state courts located in Chester County, Pennsylvania and the federal courts located in Philadelphia, Pennsylvania shall have exclusive jurisdiction over all disputes relating to this Agreement. To the maximum extent permitted by applicable law, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, as amended, and the provisions of the Uniform Computer Information Transactions Act, as they may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement.
12.6 Waiver. No waiver of breach or failure to exercise any option, right, or privilege under the terms of this Agreement or any order on any occasion or occasions shall be construed to be a waiver of the same or any other option, right, or privilege on any other occasion.
12.7 Good Faith and Fair Dealing. Each party agrees that, in its respective dealings with the other party under or in connection with this Agreement, it shall act in good faith.
12.8 Legal Fees. In the event of litigation relating to the enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees from the non-prevailing party.
12.9 Notices. All notices, demands, or other communications herein provided to be given or that may be given by Licensee to Licensor shall be deemed to have been duly given when made in writing and delivered in person, or upon receipt, if deposited in the United States mail, postage prepaid, certified mail, return receipt requested, to Bentley Systems, Incorporated, Attn: Legal Department, 685 Stockton Drive, Exton, PA 19341-0678 or via email to Contracts@Bentley.com. All notices, demands, or other communications herein provided to be given or that may be given by Licensor to Licensee shall be deemed to have been duly given when made in writing and delivered in person, or upon receipt, if deposited in the United States mail, postage prepaid, certified mail, return receipt requested, to the authorized representative designated in Licensee’s registration with Licensor, whether provided by phone, fax, email, or electronic submission on Licensor’s website.
12.10 Severability. If any of the provisions of this Agreement shall be invalid, illegal, or unenforceable under the laws of the jurisdiction where enforcement is sought, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of Licensor and Licensee shall be construed and enforced accordingly.
12.11 Amendment. Licensor has the right, at any time by posting notice on Licensor's website, to change or modify this Agreement, the Software or the terms and conditions applicable to the Software. Licensee's use of the Software after Licensor's notice will be deemed to constitute acceptance of the changes or modifications.
12.12 Construction. The parties agree that this Agreement will not be construed in favor of or against either party by reason of authorship.
12.13 Only Agreement. This Agreement and each of the following, if any, (a) the Order, (b) the Payment Plan, and (c) the Enterprise Agreement, set forth the entire understanding of the parties with respect to their subject matter and supersede any and all prior understandings and agreements, whether written or oral, among the parties with respect to that subject matter. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind as conditions or inducements to the execution of this Agreement or in effect between the parties.
13. Licensing Limitations
13.1 Software Lock Key. When using a Software Lock (SL) key with EasyPower version 9.7 or earlier, the key must be installed on a server that will not be subject to a hardware change. If, after the installation of an SL key, the operating system is moved to a different physical server, or if hardware is changed on the server, the SL key will cease to function, and a new SL key must be purchased by Licensee. If an SL key server needs to be replaced, or requires a hardware change, the SL key must be transferred using the Sentinel RUS tool prior to server deactivation.
When using a SL key with EasyPower version 9.8 or later, an SL key must be installed on a server that will retain the Fully Qualified Domain Name (FQDN) on the network. If this FQDN is changed, the SL key will cease to function until the name is changed back. If it is necessary to change the FQDN permanently, the SL key must be transferred to another server using the Sentinel RUS tool prior to the name change.