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VALENCE DEVELOPER LICENSE AGREEMENT
(Global License Terms)

PLEASE READ THIS VALENCE DEVELOPER LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY.  THIS AGREEMENT SETS FORTH THE GLOBAL LICENSE TERMS ON WHICH CNX CORPORATION (“CNX”) MAKES AVAILABLE VALENCE™ WEB APPLICATION FRAMEWORK FOR IBM i AND RELATED SERVICES TO VALENCE DEVELOPERS.  BY PLACING AN ORDER FOR, INSTALLING OR USING THE SOFTWARE OR ORDERING OR RECEIVING ANY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. 

1.  DEFINITIONS.  As used in this Agreement, the capitalized terms set forth below shall have the following meanings:

“Application” means a browser-based application, structured query, or extension developed using the Software.

“Client” means an individual or entity that licenses an Application from You for its internal use, and not for redistribution or resale to others.

“Documentation” means CNX’s accompanying user documentation for the Software, as may be updated by CNX from time to time, in both print and electronic form.

“Order” means an order for Software licenses and/or Services placed by You and accepted by CNX in accordance with CNX’s ordering policies and procedures.

“Services” means any technical support, maintenance, development, consulting and/or other professional services purchased by You and provided by CNX in connection with the Software, Applications, Updates or this Agreement.

“Software” means the version of Valence™ Web Application Framework for IBM i that is made available by CNX to You under the applicable form of Software license that You have purchased pursuant to an Order, in both object code and source code form, including the RPG Toolkit, Nitro Apps, Valence portal, and any code libraries, examples and extensions made available by CNX on the Valence portal for such version of the Software.

“Update” means a bug fix, enhancement, or other modification to or update for the Software.

“You” means the individual or legal entity receiving a developer license to the Software from CNX under this Agreement.

2.  COMMUNITY LICENSE

The Community License is made available to developers at no charge.  By default, unless You have purchased a different type of developer license from and received a corresponding license key issued by CNX, You are granted a Community License.  The Community License entitles You to run up to eight (8) concurrent sessions within the Software at a time, and includes functionality designed to restrict You from exceeding this limit or using Software features not included under the Community License.  If You require additional concurrent sessions, or desire access to the other features available only to Enterprise and OEM developers, You must purchase an appropriate from of Enterprise License or OEM License.

Subject to Your compliance with the provisions of this Agreement, CNX hereby grants You, and You hereby accept, without payment of any license fee, a perpetual (unless a shorter duration is specified in this Agreement or the applicable Order or otherwise terminated as set forth herein), non-exclusive, non-transferable, non-sublicensable license as follows:

·       You may download the Software and Documentation in accordance with CNX’s standard policies and procedures. 

·       You may install a single instance of the Software on a server owned or controlled by You that meets the minimum system requirements for the Software, subject to the concurrent sessions limitation noted above.

·       You may use the Software and Documentation as installed on Your server to develop Applications for deployment as set forth in the immediately following paragraph, and may develop Updates to the Software for Your internal use in connection therewith.

·       Each Application that You develop may be deployed solely for Your internal use or for a Client that has engaged You to develop a custom Application for the Client’s internal use.

3.  ENTERPRISE LICENSE

The Enterprise License is granted on a per server partition basis, and facilitates enterprise-wide development by Your developers without any limitation as to the number of concurrent sessions per licensed partition.  If You have purchased an Enterprise License under Your Order and received a corresponding license key issued by CNX, subject to Your payment of the applicable Software license fees and compliance with the provisions of this Agreement, CNX hereby grants You, and You hereby accept, a perpetual (unless a shorter duration is specified in this Agreement or the applicable Order or otherwise terminated as set forth herein), non-exclusive, non-transferable, non-sublicensable license as follows:

·       You may download the Software and Documentation in accordance with CNX’s standard policies and procedures. 

·       You may install one or more instances of the Software on each server partition owned or controlled by You meeting the minimum system requirements for the Software (i) that You have identified to CNX, (ii) for which You have paid the applicable per server partition license fees, and (iii) for which CNX has issued a valid and corresponding partition license key.

·       You may change Your licensed server partition from time to time upon written notice to CNX, de-installation of the Software from Your existing server partition, payment of CNX’s then-current administrative fee, and receipt from CNX of a license key for installing the Software on Your new licensed server partition.  CNX reserves the right to verify Your compliance with the foregoing requirements prior to issuing a new license key.

·       Developers at Your facilities or acting on Your behalf, without any limitation as to number, may use the Software and Documentation as installed on Your licensed server partitions to develop Applications for deployment as set forth in the immediately following paragraph, and may develop Updates to the Software for Your use on the licensed server partitions in connection therewith. 

·       Each Application that You develop may be deployed solely for Your internal use or for a Client that has engaged You to develop a custom Application for the Client’s internal use.  However, in order to take advantage of certain Enterprise License-only features included with the Software, the Application must be run on Your licensed server partition or on a server partition for which Your Client has purchased an Enterprise License. 

Notwithstanding anything to the contrary, the Nitro Query components of the Software are available to Enterprise License developers only while under a valid Software support contract with CNX.  In order to use Nitro Query and execute Applications that You have constructed in Nitro Query, You must (i) purchase and maintain a qualifying Software support contract from CNX, (ii) timely renew the Software support contract with CNX, and (iii) receive a corresponding license key from CNX with Your initial purchase and each renewal.

If You are upgrading from a prior Enterprise License version of the Software that was licensed to You on a per server basis, then Your server license will be and is hereby converted automatically to a server partition license, and the initial number of partitions licensed to You is the actual number of partitions on which You were using the prior Enterprise License version of the Software on Your licensed server at the time CNX discontinued the Enterprise License per server licensing option, as determined by CNX in its reasonable discretion in consultation with You.  Thereafter, any additional server partition licenses that You require for Your server must be purchased from CNX at the then-current Enterprise License pricing.

4.  OEM LICENSE

The OEM License is granted to developers who desire to market and distribute Applications to multiple Clients or deploy Applications on a service bureau, time-sharing, software as a service (SaaS), or similar basis.  Unless otherwise set forth in the applicable Order, the OEM License is made available on a per developer basis, without any limitation as to the number of concurrent sessions, and You must purchase an OEM License for each individual who uses the Software at Your facilities or on Your behalf to develop Applications. 

If You have purchased an OEM License under Your Order and received a corresponding license key issued by CNX, subject to Your payment of the applicable Software license fees and compliance with the provisions of this Agreement, CNX hereby grants You, and You hereby accept, a perpetual (unless a shorter duration is specified in this Agreement or the applicable Order or otherwise terminated as set forth herein), non-exclusive, non-transferable, non-sublicensable license as follows:

·       You may download the Software and Documentation in accordance with CNX’s standard policies and procedures. 

·       You may install one or more instances of the Software per server on one or more servers owned or controlled by You that meet the minimum system requirements for the Software, subject to the per developer licensing requirement noted above.

·       Developers at Your facilities or acting on Your behalf, and for whom You have paid the applicable per developer license fees, may use the Software and Documentation as installed on Your servers to develop Applications for deployment as set forth in the immediately following paragraph, and may develop Updates to the Software for Your internal use in connection therewith. 

·       Each Application that You develop may be deployed for Your internal use or for a Client that has engaged You to develop a custom Application for the Client’s internal use.  Additionally, under the OEM License, You may market and distribute Your Applications to multiple Clients and/or deploy Your Applications on Your servers and operate them on a service bureau, time-sharing, software as a service (SaaS), or similar basis for multiple Clients.

5.  LICENSE RESTRICTIONS.  The following restrictions and requirements apply to all forms of Software licenses under this Agreement.  Therefore, regardless of whether You have purchased a Community License, Enterprise License, or OEM License, You hereby agree as follows:

Run-Time License.  In order to deploy the Software with Your Applications, You must agree to the Run-Time License included as part of the install package for the Software.  If You are deploying an Application for a Client, then You must ensure that the Client has agreed to the Run-Time License for the Software.  The Run-Time License allows run-time use of the Software with Your Application, but (i) does not permit the Software to be used for further development work or the creation of new Applications, and (ii) may require a corresponding Enterprise License or OEM License (and active Software support contract, for Enterprise License users of Nitro Query) to enable certain run-time features of the Software.

No Commercial Redistribution.  Unless acting under and within the scope of Your OEM License, You may not: (a) distribute an Application that You develop to any person or entity other than the specific Client that has engaged You to develop the custom Application, or permit any further re-distribution of the Application by such Client; (b) package, promote, market or commercialize any Application or Update, whether as a standalone product or as an add-on to the Software; or (c) deploy an Application on a service bureau, time-sharing, software as a service (SaaS), or similar basis.

Other Restrictions.  Except as expressly authorized under the applicable Community License, Enterprise License or OEM License, You may not, nor shall You authorize any other person or entity to, download, install or use the Software, or develop, deploy or distribute any Updates or Applications therefor.  Without limiting the foregoing, You may not, nor shall You authorize any other person or entity to:

·       alter, bypass, or remove the Run-Time License included with the install package for the Software;

·       disable or circumvent any license key, trial mode, concurrent session or other restrictions for the Software or any third party products packaged with the Software;

·       develop or deploy Applications or Updates that compete with or act as a substitute or replacement for the Software (e.g., You cannot create a new “flavor” of the Software), or otherwise reverse engineer or attempt to develop an alternative to the Software based on or derived from, in whole or in part, the Software, the Documentation, or any other confidential or proprietary information or materials of CNX;

·       provide support or development services to third parties for the Software, other than incidental to supporting and maintaining Applications that You have developed and distributed to Clients under this Agreement; or

·       remove, alter or obscure any copyright or other proprietary rights notices, trademarks, logos or trade designations on the Software, Documentation, or any copies thereof.

6.  UPDATES; NEW VERSIONS.  From time to time, CNX may make available Updates for the Software.  Updates may be issued by CNX for general release, or may be restricted to eligible developers that are under a valid support contract, as determined by CNX in its sole discretion.  All such Updates (whether posted by CNX on the CNX website or included with the Software) shall be deemed part of the Software, and licensed to You under the license and other provisions of this Agreement, together with any supplementary license terms that CNX may provide for such Updates.  Notwithstanding the foregoing, CNX reserves the right to release future versions of the Software under amended or alternative license terms, which shall be controlling with respect to Your installation and use of such future versions, and any Updates and Applications therefor.

7.  LICENSE KEY AND TIME-OUT CAPABILITIES.  The Software may contain certain license key, digital rights management, or other registration, activation, feature restriction, time-out, or similar capabilities that may be employed by CNX to identify when the purchase or renewal of Software licenses may be required, facilitate Software license verification, audit, and compliance activities, curb unlicensed use or abuse of the Software, disable the Software or restricted Software features, and for other purposes as permitted or required by law.  By installing or using the Software, You acknowledge and consent to the inclusion and employment of such capabilities as described herein, without restriction.  For the avoidance of doubt, neither the inclusion (or omission) of such capabilities, nor any errors in the provisioning or operation thereof, shall be construed to expand the scope or duration of the corresponding Software license, or to waive any rights or remedies of CNX in connection therewith.

8.  COLLECTION OF INFORMATION.  The Software may collect and automatically transmit to CNX, its suppliers, or designees certain Software licensing, diagnostic, and usage information, such as system serial number, IP address, customer account, and other Software version, installation, configuration, performance, and usage information.  This information may be used to register the Software, activate, renew, and time-out license keys and employ similar capabilities, communicate with You, provide Services to You, inform You of Updates if and as they become available, improve the Software and other CNX and supplier offerings, track Software errors or unhandled exceptions, and facilitate Software license verification, audit, and compliance activities, as well as internally by CNX, its suppliers, and designees for any purpose, in anonymized form for any purpose, and as otherwise permitted or required by law.  By installing or using the Software, You acknowledge and consent to the collection, transmission, use, and disclosure of information as described herein, without restriction.

9.  PAYMENT.  All Orders for Software licenses and Services must be paid in full at the pricing and on the payment terms specified by CNX at the time of purchase.  All amounts are stated and payable in U.S. Dollars and are non-refundable.  All fees exclude federal, state, local and foreign taxes, levies, duties and assessments, however designated or levied (collectively, “taxes”).  You are solely responsible for all such taxes, excluding taxes on CNX’s net income.  Any amount not paid when due shall bear a late payment charge at the lesser rate of one and one half percent (1.5%) per month (eighteen percent (18%) per annum) or the highest rate permitted by applicable law.  In the event any amount owed by You requires collection efforts, You agree to reimburse CNX for all reasonable costs of collection, including attorneys’ fees and costs.

10.  TERM; TERMINATION.  This Agreement and Your license rights hereunder are granted on a perpetual basis, unless a shorter duration is specified in the applicable Order or otherwise terminated as set forth herein.  You may terminate this Agreement for convenience at any time upon written notice to CNX; provided, however, You shall remain obligated to pay in full for all Software licenses and Services purchased.  This Agreement shall terminate immediately and automatically if You violate the license terms or restrictions for the Software, or materially breach any other provision of this Agreement and fail to cure such breach within ten (10) days after receiving notice thereof from CNX.  Upon the expiration or termination of this Agreement for any reason: (a) You shall pay all amounts due and owing to CNX for Software licenses and Services ordered prior to the date of termination; (b) all licenses granted to You under this Agreement shall automatically and immediately terminate; and (c) You shall cease all development work using the Software, and uninstall and erase all copies of the Software and Documentation in Your possession that are used for development purposes.  Termination of this Agreement shall not affect the Run-Time License, which shall survive with respect to any Applications that You have developed and deployed under and in accordance with the provisions of this Agreement, unless otherwise terminated on its own terms.  Sections 1, 5, 7, 8, 9, 10, 11, 13, 14, 15 and 16 of this Agreement, and any other provisions which by their terms or nature are intended to survive, shall survive the expiration or termination of this Agreement for any reason, and shall be binding on and inure to the benefit of the parties and their permitted successors and assigns.

11.  PROPRIETARY RIGHTS.  The Software and Documentation are licensed, not sold.  All rights not expressly granted to You under this Agreement are reserved by CNX and its suppliers.  Without limiting the foregoing, CNX and its suppliers shall retain exclusive right, title and interest in and to the Software, in both object code and source code form, including the structure, organization, design, coding methodology and Documentation therefor, and all present and future copyrights and other intellectual property rights embodied therein.  You shall not acquire any ownership or other interest in the Software or Services (including CNX development work), even if You provide any suggestions or feedback or engage CNX to develop any Updates or Applications, and You unconditionally and irrevocably waive any right to royalties, compensation or other claims in connection therewith.  The license rights granted by CNX are limited to CNX’s and its suppliers’ intellectual property rights in the Software, and do not include any patent or other intellectual property rights of third parties. 

12.  SERVICES WARRANTY.  If You purchase Services from CNX, CNX warrants that such Services will be performed in a professional manner, and in the case of custom work, will conform in all material respects with the specifications expressly agreed upon in writing by You and CNX and within CNX’s reasonable control.  The foregoing warranty is subject to You notifying CNX promptly, and in any event within sixty (60) days after the date of performance of the nonconforming Services, of a breach of the foregoing warranty, and providing CNX with all information and assistance reasonably requested by CNX in connection therewith.  Upon receiving timely notice of a breach of the foregoing warranty, CNX will, as its entire obligation and Your sole and exclusive remedy, use commercially reasonable efforts to re-perform, provide a workaround for or otherwise remedy the nonconforming Services.

13.  DISCLAIMER.  EXCEPT FOR THE EXPRESS SERVICES WARRANTY SET FORTH ABOVE, THE SOFTWARE, DOCUMENTATION AND SERVICES ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL USE IS AT YOUR OWN RISK.  WITHOUT LIMITING THE FOREGOING, CNX AND ITS SUPPLIERS HEREBY disclaim any IMPLIED OR STATUTORY warranties of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.  THE SOFTWARE IS NOT INTENDED OR LICENSED FOR USE IN ANY HAZARDOUS OR HIGH-RISK ACTIVITY.  CNX DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR MEET YOUR BUSINESS, TECHNICAL OR OTHER REQUIREMENTS.  CNX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY APPLICATIONS DEVELOPED OR DEPLOYED FOR USE WITH THE SOFTWARE.  No employee or agent of CNX has authority to bind CNX to any ADDITIONAL representations or warranties, oral or written.

14.  YOUR RESPONSIBILITIES.  You are solely responsible for any Applications that You develop, and for Your use of the Software in connection therewith.  You agree to indemnify, defend and hold CNX harmless from and against any and all claims, demands, suits, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and costs) to the extent arising out of or resulting in whole or in part from: (a) any Applications that You develop, including Your deployment of any such Application internally or with a Client; (b) CNX’s use of or reliance on any code, specifications or other materials that You make available to CNX in connection with development work or other Services provided to You by CNX; or (c) Your unauthorized use or misuse of the Software or Documentation.

15.  LIMITATIONS ON LIABILITY.  IN NO EVENT SHALL CNX OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE, THE APPLICATIONS, THE SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BUSINESS INTERRUPTION OR DOWNTIME, COMPUTER MALFUNCTION, LOSS OF DATA, LOSS OF GOODWILL, OR OTHER COMMERCIAL DAMAGES.  THE TOTAL CUMULATIVE LIABILITY OF CNX ARISING OUT OF AND RELATED TO THE SOFTWARE, THE APPLICATIONS, THE SERVICES AND THIS AGREEMENT SHALL NOT EXCEED: (I) FOR SERVICES, THE TOTAL FEES PAID BY YOU TO CNX FOR THE NONCONFORMING SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM; AND (II) FOR ALL OTHER CLAIMS, THE TOTAL LICENSE FEES (IF ANY) PAID BY YOU TO CNX UNDER THIS AGREEMENT FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM OR TEN DOLLARS ($10), WHICHEVER IS GREATER.  THE LIMITATIONS ON LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), REGARDLESS OF THE NUMBER OF CAUSES OR INCIDENTS GIVING RISE TO ANY SUCH LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGESTHE LIMITATIONS ON LIABILITY IN THIS SECTION ARE AN ESSENTIAL PART OF THIS AGREEMENT, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

16.  MISCELLANEOUS

Governing LawThis Agreement shall be governed and interpreted for all purposes by the laws of the State of Illinois, U.S.A., without giving effect to any conflict of laws principles that would require the application of the laws of a different jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (as enacted in any jurisdiction) do not and shall not apply to this Agreement, and are hereby specifically excluded. 

Jurisdiction and Venue.  Any dispute, action or proceeding arising out of or related to the Software, any Updates or Applications, the Services, or this Agreement, or the validity, construction or enforcement hereof, shall be commenced in the state courts of Chicago, Illinois, or in the case of a dispute over which the federal courts have exclusive subject matter jurisdiction, in the United States District Court for the Northern District of Illinois.  Each party unconditionally and irrevocably submits to the personal jurisdiction and exclusive venue of such courts, waives any objections thereto, including any objection based on forum non conveniens, and except where exclusive federal subject matter jurisdiction exists, waives any right of removal to federal court.

NoticesAll notices under this Agreement shall be in writing and in the English language, and shall be delivered either personally or by postage prepaid registered or certified mail, return receipt requested.  Notice to You may be delivered to the most current address on file.  Notices to CNX shall be directed to the following address, unless CNX has provided You with an alternative notice address:

CNX Corporation
Attn: President
217 N. Jefferson St., Suite 450
Chicago, IL, U.S.A.  60661-1350

Assignment.  You may not assign or transfer this Agreement, or any rights or duties hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of CNX, which consent shall not be unreasonably withheld.  Any attempted assignment or transfer in violation of the foregoing shall be null and void from the beginning and without effect.  CNX may freely assign or transfer this Agreement, including to a successor upon CNX’s merger, consolidation, acquisition, corporate reorganization, or sale or other transfer of all or substantially all of its business or assets to which this Agreement relates, and may delegate its obligations under this Agreement to its affiliates and subcontractors.  Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties and their permitted successors and assigns.

Relationship.  The parties hereto are independent contractors and each shall conduct its business as a principal for its own account.  Nothing in this Agreement shall be deemed to create any agency, employment, partnership, fiduciary or joint venture relationship between the parties.  Neither party shall have, nor shall it represent to any third party that it has, the power or authority to represent, act for, bind or otherwise create or assume any obligation for or on behalf of the other party. 

Third Party Beneficiaries.  Nothing contained in this Agreement, express or implied, is intended or shall be construed to give any third party any rights or remedies under or by reason of this Agreement.  Notwithstanding the foregoing, the disclaimers, limitations on liability and indemnification protections for CNX under this Agreement shall extend to CNX, its directors, officers, employees, agents, affiliates and suppliers.  All references to CNX in connection therewith shall be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.

Audit Rights.  Upon CNX’s request from time to time, You agree to complete and return promptly any Software usage questionnaires issued by CNX, and to promptly provide CNX or its designated auditor with information, reports and reasonable on-site access to Your facilities, systems, personnel, books and records for the purpose of verifying Your compliance with the license terms and restrictions of this Agreement.  All audits shall be conducted in a reasonable manner designed to minimize disruption to Your normal business operations.  CNX shall conduct an audit no more than once during any twelve (12) month period; provided, however, if CNX reasonably suspects or any audit reveals material non-compliance, CNX shall have the right to conduct additional audits until compliance is achieved.

U.S. Government Restricted Rights. The Software and Documentation are licensed with RESTRICTED RIGHTS as "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation is licensed (if at all) to U.S. Government end users only as Commercial Items, and with only those rights as are granted to other licensees pursuant to this Agreement.

Export Control.  The Software and underlying information and technology may not be distributed, licensed or used except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained, and further subject to compliance with this Agreement.  The Software may not be exported or re-exported into any U.S. embargoed countries, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  You represent and warrant that You are not located in, under the control of, or a national or resident of any country or on any such list.

Force Majeure.  Under no circumstances shall CNX have any liability for any failure or delay in performance under this Agreement due to natural disaster, acts of God, war, acts of terrorism, telecommunications failures, Internet downtime, or other events beyond its reasonable control.

Equitable Relief.  You acknowledge that Your breach of the license or ownership provisions of this Agreement would cause irreparable harm to CNX, the extent of which would be difficult and impracticable to assess, and that money damages would not be an adequate remedy for such breach.  Accordingly, in addition to all other remedies available at law or in equity, and as an express exception to the exclusive jurisdiction requirements of this Agreement, CNX shall be entitled to obtain temporary or permanent injunctive and other equitable relief in any court of competent jurisdiction.

Severability; Construction.  If any provision of this Agreement is determined to be unenforceable under applicable law, such provision shall be reformed and interpreted by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under applicable law, or severed from this Agreement if such reformation and interpretation is not possible, and the remaining provisions of this Agreement shall continue in full force and effect.  The captions and section headings in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.  The term “including” means “including without limitation.”  The terms “herein,” “hereunder,” “hereto,” “hereof” and similar variations refer to this Agreement as a whole, rather than to any particular section. 

Entire Agreement.  This Agreement sets forth the entire agreement of the parties, and supersedes all prior agreements and understandings, whether written or oral, with regard to the subject matter hereof.  Where You require a purchase order as part of your procurement process, such purchase order may be issued for administrative purposes only.  Any additional or conflicting terms proposed by You in any purchase order, request for proposal, acknowledgment, or other writing shall not be binding on CNX, and are hereby objected to and expressly rejected.  Any amendment to this Agreement or waiver of any rights of CNX hereunder must be in writing and signed by an authorized representative of CNX. 

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