Sepasoft Software License Agreement

LAST UPDATED: JULY 15, 2021

 

IMPORTANT – READ CAREFULLY: THIS SEPASOFT SOFTWARE LICENSE AGREEMENT (“SLA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND SEPASOFT, INC. BY CLICKING ACCEPT, INDICATING ACCEPTANCE ELECTRONICALLY, OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO THIS SLA, INCLUDING THE LIMITED WARRANTY, DISCLAIMERS AND LIMITATION OF LIABILITY PROVISIONS. IF THE INDIVIDUAL PERSON ACCEPTING THESE TERMS IS ACTING ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT IT HAS FULL AUTHORITY TO BIND THAT OTHER PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT WANT TO ACCEPT THE TERMS OF THIS SLA, YOU SHOULD NOT CLICK ACCEPT, DOWNLOAD, INSTALL OR USE THE SOFTWARE, AS DOING ANY OF THE FOREGOING CONSTITUTES YOUR BINDING ACCEPTANCE OF THE TERMS OF THIS SLA.

 

1. DEFINITIONS.

1.1. “Activation Key” means an alphanumeric code that enables You to activate and use the Software.

1.2. “Affiliates” means entities that Control, are Controlled by, or are under common Control with a party.

1.3. “Claims” has the meaning set forth in Section 9.

1.4. “Control” (including the terms “Controlled by” and “under common Control with”) means authority which an entity has over another entity through any of the following, directly or indirectly: (i) ownership of 50% or more of the share capital or other ownership interest in such other entity; (ii) the right to exercise 50% or more of the votes in such other entity; (iii) the contractual right to designate more than half of the members of such other entity’s board of directors or similar executive body; or (iv) by virtue of any power conferred by the law, constitutional documents, agreements or arrangements regulating or relating to such undertaking.

1.5. “Documentation” means the then-current information regarding the Software that is generally provided or made available to You by Sepasoft either in print or electronic form, and which may include end user manuals, operation instructions, installation guides, release notes and on-line help files regarding the use of the Software.

1.6. “Evaluation Instance” means an Instance of the Software that has not been activated using an Activation Key provided by Inductive Automation.

1.7. “High-Risk Activities” has the meaning set forth in Section 11.

1.8. “Inductive Automation” means Inductive Automation, LLC, a California limited liability company, having a principal place of business at 90 Blue Ravine Road, Folsom, California 95630, USA.

1.9. “Instance” means a single copy of the Software running on a single physical or virtual machine.

1.10. “Non-Sepasoft Application” means a Web-based, mobile, offline or other software application or module functionality that interoperates with the Software, that is provided by You or a third party and/or listed on an online directory, catalog or marketplace of applications or modules that interoperate with the Software.

1.11. “Registered Instance” means an Instance of the Software that has been activated using an Activation Key provided by Inductive Automation. If such an Activation Key is subsequently used to activate a different Instance of the Software, then the first Instance of the Software will automatically cease to be a Registered Instance.

1.12. “Reseller/OEM Product” means a product into which a system integrator or original equipment manufacturer has integrated the Software.

1.13. “Sepasoft” means Sepasoft, Inc., a California corporation, having a principal place of business at 1262 Hawks Flight Court, Suite 190, El Dorado Hills, California 95762, USA.

1.14. “Software” means modules supplied by Sepasoft that are installed on the Ignition by Inductive Automation® software platform and all versions, enhancements, modifications, improvements, derivatives, updates and new releases thereof.

1.15. “Third-Party Licenses” has the meaning set forth in Section 19.

1.16. “Third-Party Software” has the meaning set forth in Section 19.

1.17. “Third-Party Software Developers” has the meaning set forth in Section 19.

1.18. “You” and “Your” mean the person, company or other legal entity which is downloading, installing or using the Software, and any successor or assignee of the same.

1.19. “Warranty Period” has the meaning set forth in Section 8.1.

2. LICENSE GRANT.

2.1. License. You acknowledge and agree that the Software is licensed, not sold. Subject to Your compliance with all the terms and conditions of this SLA, Your timely payment of all applicable license fees and Your compliance with the activation process, Sepasoft grants You a worldwide, perpetual (subject to Section 13), personal, non-exclusive, non-transferable (except as set forth in Section 2.5) and non-sublicensable license to download, install and use the Software and Documentation solely for Your internal business purposes pursuant to the terms of this SLA. Sepasoft reserves all other rights in and to the Software and Documentation not granted to You in writing herein. If You are a company or other legal entity, You are responsible for Your personnel and authorized contractors with respect to this SLA. Without limiting the generality of the foregoing, any actions or omissions of Your personnel or authorized contractors pertaining to the Software, the Documentation or this SLA will be deemed to be Your action or omission. Any use of the Software by Your personnel and authorized contractors shall be solely for Your internal business purposes.

2.1.1. Site License. If you plan to configure the Software for multiple physical production sites, a site license is required for each physical production site. A site license grants you the right to configure unlimited machines within reason.

2.1.2. Machine License. If you plan to configure the Software for multiple machines, a machine license is required for each machine.

2.1.3. MES Enterprise License. An MES Enterprise license supports MES architectures including multiple sites and machines and requires licenses as defined in sections 2.1.1 and 2.1.2.

2.2. Limited Rights Versions. If the Software version You acquired is marked or otherwise identified as intended solely for a specific or limited use, then You may only use it as so specified. You may not use the following versions of the Software (i) for commercial or revenue-generating activities or (ii) except as expressly permitted by this Section 2.2, for the benefit of a tax-exempt charity or nonprofit.

2.2.1. Maker Edition. Only for personal use by an individual..

2.2.2. Educational Edition. Only for educational use. You must be faculty or staff at an educational institution and use the Software only for teaching and training students. For the avoidance of doubt, educational use does not include research.

2.3. Evaluation Instance. You may use an Evaluation Instance of the Software without charge on an evaluation basis; provided, that Your use is limited to a two-hour runtime only. To use the Software without this runtime limitation, You must have a Registered Instance of the Software.

2.4. Registered Instance. After You activate the Software using an Activation Key provided by Inductive Automation, You have a Registered Instance of the Software. You are licensed to activate only the number of Instances of the Software corresponding to the number of Activation Keys that You received from Inductive Automation.

2.5. Transfer of Reseller/OEM Products to End Customer. If You are a system integrator or original equipment manufacturer and You have integrated the Software into a Reseller/OEM Product for purposes of reselling such integrated product to Your end customer, You may transfer the Software, as part of the integrated product, to Your end customer upon their acceptance of this SLA and Your completion of the Software transfer registration process. If You are an end customer receiving a Reseller/OEM Product, You acknowledge and agree that (i) You have accepted and are bound by this SLA; (ii) the system integrator or original equipment manufacturer is not authorized to modify or amend this SLA or to offer any warranties or representations regarding the Software on Sepasoft’s behalf; (iii) Sepasoft’s sole obligations with regard to the Software are as set forth in this SLA; and (iv) You will look solely to the system integrator or original equipment manufacturer for any defects in the Reseller/OEM Product, or incompatibilities with the Software.

2.6. Support Services. This SLA does not give You the right to any support services for, or upgrades, updates or enhancements to, the Software that Sepasoft may offer from time to time. Sepasoft may, at its option and as part of its sales policy, make such support services and upgrades, updates and enhancements available to users with Registered Instances of the Software under terms to be determined from time to time by Sepasoft.

3. RESTRICTIONS.

3.1. Design and Use Restrictions. You may not reverse engineer, decompile, disassemble or create derivative works based on the Software or Documentation, or work around or bypass any technical restrictions or limitations in the Software, except and only to the extent that such activity is expressly permitted by applicable law. You may not convert the Software or its parts to a different computer language or environment, either manually, or using an automated conversion tool, such that the Software or any modification thereof will run under any language, software, or program other than that implemented by Sepasoft. You may not remove, minimize, block or modify any logos, trademarks, copyright notices or other notices of Sepasoft or its licensors that are included in the Software or Documentation. Except as expressly stated herein, You may not sublicense, rent, lease, sell, trade, resell, modify, duplicate, reproduce, copy, transfer or lend the Software without Sepasoft’s written consent. You may not publish or publicly distribute any Activation Keys, serial numbers, access codes, unlock-codes, passwords or other end-user-specific registration information that would allow a third party to activate the Software without a valid license from Sepasoft.

3.2. Hosted Systems. You acknowledge and agree that hosted commercial systems for the benefit of a third party are prohibited unless You obtain a special service provider license from Inductive Automation and written approval from Sepasoft. You will not permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service or other arrangement except pursuant to a special service provider license from Inductive Automation. If You are interested in using the Software in this manner, You must contact the Inductive Automation sales department.

4. APPLICATION OF THE MOST RECENT SLA.You acknowledge and agree that Sepasoft may amend this SLA, in its sole discretion, at any time, and the amendments will be effective as soon as (i) they are posted through the Software or on the Sepasoft website for the Software (currently at https://www.sepasoft.com/license), or (ii) when Sepasoft notifies You by other means. You agree to regularly check such website for updates to the SLA. It is important that You review this SLA whenever it is amended because Your continued use of the Software indicates Your agreement to the amendments. If You do not agree to any amendment, You must immediately stop using the Software and terminate this SLA.

5. INTENTIONALLY OMITTED.

6. DATA. You acknowledge and agree that Sepasoft may: (i) collect and process technical and related information about Your use of the Software, which may include, without limitation, modules installed, usage statistics (e.g., number of sessions, tags, projects, devices, connections, etc.), Software version, country, language, time zone, OS version, CPU architecture, memory size, and other similar data; and (ii) create certain aggregated, de-identified information related to the Software, including information about the Software environment, performance, and other usage information. You authorize Sepasoft to use such data to support and troubleshoot, analyze trends and benchmark, and test and improve the Software.

7. OWNERSHIP AND INTELLECTUAL PROPERTY. Ownership of the Software remains with Sepasoft. You are not obtaining ownership of the Software or any intellectual property rights related to it by licensing the Software. The Software and Documentation are protected by copyright, trade secret, patent and other intellectual property laws of the United States and other countries, and through international treaty provisions. Sepasoft retains all right, title and interest in and to the Software and Documentation, including any enhancements, updates, upgrades, modifications, improvements and derivatives thereof, and all intellectual property rights therein. You agree not to prevent or seek any legal action to prevent Sepasoft from developing any updates, enhancements, modifications, improvements or upgrades to the Software, including development of any modules based on its own efforts and intellectual property. Sepasoft reserves all rights to any reproduction of the Software, including its Documentation, logos, trademarks, icons and interface in whole or in part. Sepasoft may make changes to the Software or Documentation at any time without notice. Except as otherwise expressly provided in this SLA, Sepasoft grants no rights under Sepasoft patents, copyrights, trademarks or other intellectual property rights.

8. LIMITED WARRANTY AND DISCLAIMERS.

8.1. Warranty. Sepasoft represents and warrants that the Software will conform in all material respects with the Documentation provided to You by Sepasoft for a period of sixty (60) days from the date You first use Your Activation Key to activate the Software (“Warranty Period”). This warranty shall be void if the non-conformity is caused by Your failure to use the Software in accordance with the Documentation or comply with the terms and conditions of this SLA.

8.2. Disclaimers. EXCEPT AS SET FORTH IN SECTION 8.1 OF THIS SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) SEPASOFT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SOFTWARE OR DOCUMENTATION, AND (II) THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS SLA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SEPASOFT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SOFTWARE AND DOCUMENTATION, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERRUPTION OF USE AND FREEDOM FROM BUGS. SEPASOFT MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES SEPASOFT MAKE ANY WARRANTY THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY OTHER HARDWARE, SOFTWARE OR SERVICE. YOU ASSUME COMPLETE RESPONSIBILITY FOR DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION OBTAINED USING THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY SEPASOFT OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED IN THIS SLA. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK OR COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR. SEPASOFT HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU FROM ANY CLAIM OF ANY KIND ARISING OUT OF, OR RELATED TO, A BREACH OF ANY WARRANTY EXPLICITLY DISCLAIMED ABOVE, INCLUDING, BUT NOT LIMITED TO, A CLAIM OF INFRINGEMENT. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET OR BE USED IN CONNECTION WITH HARDWARE AND OTHER PRODUCTS THAT ARE CONNECTED TO THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT SEPASOFT DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS OR NETWORKS. SEPASOFT WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

8.3. Limitation of Remedies. Sepasoft’s entire liability and Your sole remedy for breach of Section 8.1 is: (i) the replacement of the Software not meeting the limited warranty specified above, which is returned with proof of purchase during the Warranty Period; or (ii) if Sepasoft is unable through reasonable efforts to deliver replacement Software which meets the limited warranty specified above, You may terminate this SLA as provided herein, and Sepasoft, its distributor or its reseller will refund the fees You paid under this SLA for the non-compliant Software.

9. INDEMNIFICATION. You agree to indemnify, defend and hold Sepasoft and its Affiliates and their respective officers, managers, members, directors, employees, agents, successors, licensors and assigns harmless from and against any and all claims, lawsuits, liabilities, damages, judgments, recoveries, penalties, costs, losses fines, settlements or expenses, including without limitation reasonable attorneys’ fees and costs, arising out of or in any way connected to: (i) a claim that a Non-Sepasoft Application provided by You, or the combination of a Non-Sepasoft Application provided by You and used with the Software, infringes on or violates any third-party intellectual property rights; (ii) Your use of the Software in an unlawful or unauthorized manner or in violation of the Documentation; (iii) High Risk Activities; or (iv) Your breach of this SLA (all of the foregoing, collectively, referred to as “Claims”). Sepasoft reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims (and without limiting Your indemnification obligations with respect to such Claims). You agree to reasonably cooperate as requested by Sepasoft in the defense of any Claims.

10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEPASOFT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, COST OF COVER OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THIS SLA OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SEPASOFT, ITS DISTRIBUTOR OR ITS RESELLER HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY SPECIFIED IN THIS SLA OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. SEPASOFT’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE, DOCUMENTATION OR THIS SLA, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM BUT, IN NO EVENT, MORE THAN ONE HUNDRED THOUSAND DOLLARS ($100,000USD).

11. NO HIGH-RISK USE. The Software is not fault-tolerant and is not designed or intended for use or resale in hazardous environments requiring fail-safe performance in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Unless Sepasoft gives its prior written consent and is consulted regarding the specific deployment, system set-up and Software support plan, this license excludes any High-Risk Activities, and You shall not use the Software with respect to any High-Risk Activities.

12. EXPORT RESTRICTIONS. All Software, Documentation and technical data supplied by Sepasoft under this SLA is subject to export controls under the laws and regulations of the United States and any other applicable countries’ laws and regulations. You will comply with all such laws and regulations governing export, re-export, import, transfer and use of the Software and Documentation, and will obtain all required U.S. and local licenses, permits or authorizations.

13. TERM AND TERMINATION. This SLA takes effect upon Your clicking accept, indicating Your acceptance electronically or upon Your downloading, installing or using the Software and remains effective until terminated. You may terminate this SLA at any time by destroying all copies of the Software, Documentation and Activation Keys in Your possession. This SLA will automatically terminate if You violate the terms and conditions of this SLA. Upon termination, You shall cease using the Software and destroy all copies of the Software, Documentation and Activation Keys in Your possession. Termination of this SLA will automatically terminate all licenses granted herein. Any termination of this SLA shall not affect Sepasoft’s rights to any payments due to it. Those terms that by their nature are intended to continue indefinitely will continue to apply, including, but not limited to, Sections 1, 3, 4, 5, 6, 7, 8.2, 8.3, and 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20.

14. COUNSEL; INTERPRETATION. The parties and their respective counsel have had an opportunity to review this SLA. The parties acknowledge and agree that: (i) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this SLA; and (ii) the terms and provisions of this SLA will be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this SLA. Headings contained in this Agreement are for convenience of reference only and do not form part of this Agreement. A word importing the singular includes the plural and vice versa. The word “including” shall be interpreted to mean “including without limitation”.

15. ENTIRE AGREEMENT.

15.1. No Master or Enterprise Agreement. This SLA is the entire agreement between You and Sepasoft relating to Your downloading, installation and use of the Software and the Documentation. You acknowledge and agree that this SLA controls all aspects of the relationship between the You and Sepasoft with regard to the Software and Documentation and supersedes all written or oral statements, promises, representations and agreements between You and Sepasoft, including, but not limited to, Your purchase orders and/or terms and conditions, and whether made or provided before or after Your acceptance of this SLA.

15.2. Existing Master or Enterprise Agreement. Notwithstanding anything to the contrary in Section 15.1, during the time period that any separately signed master or enterprise agreement is in effect between You and Sepasoft, such separately signed master or enterprise agreement shall prevail over any inconsistent or conflicting terms of this SLA.

16. GOVERNING LAW. Any dispute, controversy or claim arising out of, relating to or in connection with this SLA shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law, and shall be brought exclusively in the in the state or federal courts of competent jurisdiction sitting in Sacramento County, California. The United Nations Convention on the International Sale of Goods will not apply. Each party consents to the personal jurisdiction, venue and convenience of such courts.

17. RIGHT TO AUDIT. You agree that Sepasoft may audit Your use of the Software for compliance with the terms and conditions of this SLA, upon reasonable notice. You agree to cooperate fully with Sepasoft and its authorized agents in any such audit to assist in accurately determining Your compliance with the terms and conditions of this SLA. If such audit reveals any use of the Software by You other than in full compliance with the terms of this SLA, You shall take all necessary action to bring Your usage into compliance and shall pay Sepasoft for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.

18. RIGHT TO IDENTIFY CUSTOMER IN MARKETING MATERIALS. You agree that Sepasoft may use Your name and logo in its marketing materials solely for the purpose of identifying customers of Sepasoft who have purchased the Software. No explicit representations shall be made regarding Your recommendation or endorsement of the Software.

19. THIRD-PARTY SOFTWARE. The Software may incorporate, embed or be bundled with software (the “Third-Party Software”) provided by the software developers (the “Third-Party Software Developers”) listed in the Sepasoft Third-Party Software Attributions page, which is available at https://www.sepasoft.com/attributions. The Third-Party Software may require You to accept and agree to be bound by notices and/or additional terms and conditions. Links to the licenses (the “Third-Party Licenses”) employed by each of the Third-Party Software Developers are also included in the Sepasoft Third-Party Software Attributions page, and are made part of and incorporated by reference into this SLA. By accepting this SLA, You agree to review such terms and conditions set forth therein, if any, and Your use of the Software will be deemed to be Your acceptance thereof. Sepasoft makes no claim of ownership over the Third-Party Software and/or any software created by any Third-Party Software Developers that is present in the Software. All terms in this SLA that differ from the Third-Party Licenses are binding only upon Sepasoft and Licensee, and not upon any of the Third-Party Software Developers or any contributor to any of the Third-Party Software. None of the Third-Party Software Developers, nor any contributor to any Third-Party Software, provides any warranty of any type to any party under this SLA. Furthermore, none of the Third-Party Software Developers, nor any contributor to any of the Third-Party Software, may be held liable to any party under this SLA. Sepasoft shall indemnify and defend all the entities listed on the Sepasoft Third-Party Software Attributions page, as well as any contributor to any of the software listed therein, against all liability, loss, damages, and/or costs that are incurred by such party arising out of this SLA. Neither Sepasoft nor Licensee may modify, reverse engineer, disassemble, or decompile any of the Third-Party Software.

20. GENERAL. If any provision of this SLA is found by a competent judicial authority to be unenforceable in any respect, such provision will be limited or eliminated to the minimum extent necessary so that the remainder of this SLA will continue in full force and effect. Failure of Sepasoft to enforce its rights pursuant to this SLA shall not constitute a waiver of such rights and shall not prejudice Sepasoft in any later enforcement of its rights or rights to seek damages therefrom. You agree that monetary damages alone are not an adequate and just relief resulting from any breach of this SLA, that a court order prohibiting any further breach of this SLA is necessary to prevent further damages, and that You will not oppose any reasonable request for a temporary restraining order, preliminary injunction, or other relief sought by Sepasoft in the event of a breach of this SLA. Sepasoft shall not be required to notify You of any breach, nor make any demand or claim against You resulting from any such breach, or for a demand to stop any use or distribution in violation of the terms of this SLA, and You agree that any breach of this SLA and damages resulting therefrom shall relate back to the first and earliest breach thereof. Except as expressly permitted by this SLA, You may not assign this SLA, in whole or in part, without Sepasoft’s written consent. Sepasoft may freely assign this SLA, in whole or in part, in Sepasoft’s sole discretion. This SLA will be binding upon and inure to the benefit of each party’s permitted successors and assigns.