Privacy Policy

Service Agreement

SumOpti and its Affiliates (collectively, "SumOpti") are committed to respecting your online privacy and recognizes your need for appropriate protection and management of any personally identifiable information ("Personal Information") you share with us. SumOpti has established this Online Privacy Policy so that you can understand the care with which we intend to treat your Personal Information. Personal Information means any information that may be used to identify an individual, including, but not limited to, a first and last name, a home or other physical address, an e-mail address or other contact information, whether at work or at home. In general, you can visit SumOpti's web pages without telling us who you are or revealing any Personal Information about yourself. If you choose to provide us with your Personal Information on the web, we may transfer that Information, within SumOpti or to SumOpti's third party service providers, partners or resellers, across borders and from your country or jurisdiction to other countries or jurisdictions around the world. SumOpti strives to comply with all applicable laws around the globe that are designed to protect your privacy. Although legal requirements may vary from country to country, SumOpti intends to adhere to the principles set forth in this Online Privacy Policy even if, in connection with the above, we transfer your Personal Information from your country to countries that may not require an "adequate" level of protection for your Personal Information. In other words, our goal is to provide protection for your Personal Information no matter where that Personal Information is collected, transferred or retained.

COOKIES AND OTHER TRACKING TECHNOLOGIES
Some of our web pages utilize "cookies" and other tracking technologies. A "cookie" is a small text file that may be used, for example, to collect information about web site activity. Some cookies and other technologies may serve to recall Personal Information previously indicated by a web user. Most browsers allow you to control cookies, including whether or not to accept them and how to remove them. You may set most browsers to notify you if you receive a cookie or you may choose to block cookies with your browser, but please note that if you choose to erase or block your cookies, you will need to re-enter your original user ID and password to gain access to certain parts of the SumOpti website. Tracking technologies may record information such as Internet domain and host names; Internet protocol (IP) addresses; browser software and operating system types; clickstream patterns; and dates and times that our site is accessed. Our use of cookies and other tracking technologies allows us to improve our web site and your web experience. We may also analyze information that does not contain Personal Information for trends and statistics.

To protect your privacy, we have adopted the following principles:

NOTICE
Where SumOpti collects Personal Information on the web, we intend to post a purpose statement that explains why Personal Information will be collected and whether we plan to share such Personal Information outside of SumOpti or those working on SumOpti's behalf. We do not intend to transfer Personal Information without your consent to third parties who are not bound to act on SumOpti's behalf unless such transfer is legally required.

CHOICE
You may choose whether or not to provide Personal Information to SumOpti. The notice we intend to provide where SumOpti collects Personal Information on the web should help you to make this choice. If you choose not to provide the Personal Information we request, you can still visit most of SumOpti's web sites, but you may be unable to access certain options, offers and services that involve our interaction with you. If you chose to have a relationship with SumOpti, such as a contractual or other business relationship or partnership, we will naturally continue to contact you in connection with that business relationship.

SECURITY
Wherever your Personal Information may be held within SumOpti or on its behalf, we intend to take reasonable and appropriate steps to protect the Personal Information that you share with us from unauthorized access or disclosure.

ACCESS/ACCURACY
To the extent that you do provide us with Personal Information, SumOpti wishes to maintain accurate Personal Information. Where we collect Personal Information from you on the web, our goal is to provide a means of contacting SumOpti should you need to update or correct that Information. If for any reason those means are unavailable or inaccessible, you may send updates and corrections about your Personal Information and we will make reasonable efforts to incorporate the changes in your Personal Information that we hold as soon as practicable.

THIRD PARTY SERVICES
Third parties provide certain services on SumOpti's behalf. SumOpti may provide information, including Personal Information, that SumOpti collects on the web to third party service providers, including partners and resellers, to help us deliver programs, products, information and services. Service providers are also an important means by which SumOpti maintains its web site and mailing lists. SumOpti will take reasonable steps to ensure that these third party service providers are obligated to protect Personal Information on SumOpti's behalf. SumOpti does not intend to transfer Personal Information without your consent to third parties who are not bound to act on SumOpti's behalf unless such transfer is legally required. Similarly, it is against SumOpti's policy to sell Personal Information collected online without consent.

CHILDREN'S PRIVACY
SumOpti.com is not structured to attract children. Accordingly, we do not intend to collect Personal Information from anyone we know to be under 13 years of age.

COMMITMENT
We are committed to maintaining privacy and will support current industry initiatives to preserve individual privacy rights on the Internet. Protecting your privacy on-line is an evolving area, and SumOpti's web sites are constantly evolving to meet these demands. If you have any comments or questions regarding our Online Privacy Policy, please let us know.

WHILE WE CANNOT GUARANTEE PRIVACY PERFECTION, We will address any issue to the best of our abilities AS SOON AS POSSIBLE.

YOUR CONSENT
By using this web site, you consent to the terms of our Online Privacy Policy and to SumOpti's processing of Personal Information for the purposes given above as well as those explained where SumOpti collects Personal Information on the web. Should the Online Privacy Policy change, we intend to take every reasonable step to ensure that these changes are brought to your attention by posting all changes prominently on our web site for a reasonable period of time.

SERVICE AGREEMENT

This SumOpti service agreement (the “Agreement”) is a legal agreement between you (hereinafter “Customer”), either an individual or a corporate entity, and SumOpti, having a place of business at  (corporate headquarters) in Palo Alto, CA 94303, USA or its affiliated companies (hereinafter “SumOpti”) for certain software developed and marketed by SumOpti as defined in greater detail below. By using the software, you are consenting to be bound by and are becoming party to this agreement on the date of use of the software (the “Effective Date”). The terms of this Agreement shall apply to each Software license granted by SumOpti under this Agreement.

1.    Definitions.

a. "Affiliate" shall mean, in relation to SumOpti, another person firm or company which directly or indirectly controls, is controlled by or is under common control with SumOpti and the expression 'control' shall mean the power to direct or cause the direction of the general management and policies of the person firm or company in question.
b. “Commencement Date” shall mean the date on which SumOpti delivers the Software or provide access to the Software to Customer, or if no delivery is necessary, the Effective Date set forth in this Agreement.
c. “Confidential Information” shall have the meaning set forth in Section 7(a) below.
d.  “Designated Center” shall mean the computer hardware, operating system, customer-specific application and customer geographic location at which the Software is used as designated on the attached Exhibit B.
e. “Designated Contact” shall mean the contact person or group designated by Customer and agreed to by SumOpti who will coordinate all Support requests to SumOpti.
f. “Documentation” shall mean the user guides and manuals for installation and use of the Software. Documentation may be provided online, or in CD-ROM or bound form, whichever is generally available.
g. “Error” shall mean a reproducible defect in the Supported Program or Documentation when operated on a Supported Environment which causes the Supported Program not to operate substantially in accordance with the Documentation.
h. “Resolution” shall mean a modification or workaround to the Supported Program and/or Documentation and/or other information provided by SumOpti to Customer intended to resolve an Error.
i.  “Residuals” shall mean information in non-tangible form which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein.   
 j. “Software” shall mean each of the individual Products, as further outlined in Exhibit, in object code form distributed by SumOpti for which Customer is granted a license pursuant to this Agreement, and the media, Documentation and any Updates thereto.
k. “Support” shall mean ongoing support provided by SumOpti pursuant to the terms of this Agreement and SumOpti’s current support policies. “Supported Program” or “Supported Software” shall mean the then current version of the Software in use at the Designated Center for which the Customer has paid the then-current service fee (“Service Fee”).
l. “Supported Environment” shall mean any hardware and operating system platform which SumOpti provides Support for use with the Supported Program.
m. “Update” shall mean a subsequent release of the Software that SumOpti generally makes available for Supported Software licensees at no additional license fee other than shipping and handling charges. Update shall not include any release, option, feature or future product that SumOpti licenses separately.  SumOpti will provide Updates for the Supported Programs as and when developed for general release in SumOpti’s sole discretion. SumOpti may withdraw support for any particular version of the Software, including without limitation the most current Update and any preceding release with a notice of three (3) months to Customer.

2.    Software License.
   (a)    Rights Granted, subject to the receipt by SumOpti of appropriate license fees.
(i)    The Software is Licensed to Customer for use under the terms of this Agreement and NOT SOLD. SumOpti grants to Customer a limited, non-exclusive, world wide license to use the Software subject to the licensing restrictions in Exhibits under this Agreement, as follows:
(1)    to use the Software solely for Customer’s operations at the Designated Center consistent with the use limitations specified or referenced in this Agreement, the Documentation for such Software pursuant to this Agreement. Customer may not relicense, rent or lease the Software or use the Software for third party training, commercial timesharing or service bureau use;  
(2) to use the Documentation provided with the Software in support of Customer’s authorized use of the Software;
(3) to allow third parties to use the Software for Customer’s operations, so long as Customer ensures that use of the Software is in accordance with the terms of this Agreement.
(ii) Customer shall not copy or use the Software (including the Documentation) except as specified in this Agreement. Customer shall have no right to use other third party software that may be included within the Software except in connection and within the scope of Customer’s use of SumOpti’s Software product.
Customer agrees not to cause or permit the reverse engineering, disassembly, decompilation, or any other attempt to derive source code from the Software, except to the extent expressly provided for by applicable law. (iii) Customer hereby warrants that it shall not, by any act or omission, cause or permit the Products or any part thereof to become expressly or impliedly subject to any license without the express written agreement of SumOpti.
(iv) SumOpti and its Affiliates shall retain all title, copyright and other proprietary rights in the Software. Customer does not acquire any rights, express or implied, in the Software, other than those specified in this Agreement.
(v) Customer agrees that it will not publish or cause or permit to be published any results of benchmark tests run on the Software.
(vi) When the Software is licensed for a specific term, as noted in attached Exhibit B, then the license shall expire at the end of the term and the termination conditions in section 4(d) shall automatically become applicable.
   (b)    Transfer.  Customer may transfer a Software license within its organization upon notice to SumOpti; transfers are subject to the terms and fees specified in SumOpti’s transfer policy in effect at the time of the transfer. If the Software is licensed for a specific term, then it may not be transferred by Customer.
      (c)    Verification.  At SumOpti’s written request, Customer shall furnish SumOpti with a signed certification verifying that the Software is being used pursuant to the provisions of this Agreement. SumOpti (or SumOpti’s designee) may audit Customer's use of the Software. Any such audit shall be conducted during regular business hours at Customer's facilities and shall not unreasonably interfere with Customer's business activities. If an audit reveals that Customer has underpaid fees to SumOpti, Customer shall be invoiced directly for such underpaid fees based on the SumOpti Price List in effect at the time the audit is completed. If the underpaid fees are in excess of five percent (5%) of the aggregate license fees paid to SumOpti pursuant to this Agreement, the Customer shall pay SumOpti’s reasonable costs of conducting the audit. Audits shall be conducted no more than once annually.
    (d) Acceptance tested Software. Customer acknowledges that it has, prior to the date of this Agreement, carried out adequate acceptance tests in respect of the Software.  Customer's use of the Software under this Agreement shall be conclusive evidence that Customer has examined the Software and found it to be complete, and in accordance with the Documentation, in good order and condition and fit for the purpose for which it is required.

3.  Term and Termination.
   (a)    Term.  This Agreement and each Software license granted under this Agreement shall continue perpetually unless terminated under this Section 3 (“Term and Termination”).
   (b)    Termination by Customer.  If the Software is licensed for a specific term as noted in Exhibit B, Customer may terminate any Software license at the end of the term; however, any such termination shall not relieve Customer’s obligations specified in Section 3(d) (“Effect of Termination”).
   (c)    Termination by SumOpti.   SumOpti may terminate this Agreement or any license upon written notice if Customer breaches this Agreement and fails to correct the breach within thirty (30) days of notice from SumOpti.
   (d)    Effect of Termination.  Termination of this Agreement or any license shall not limit SumOpti from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer. Such rights and obligations of the parties which, by their nature, are intended to survive the termination of this agreement shall survive such termination. Without limitation to the foregoing, these shall include rights and liabilities arising under Sections 2 (a)(iii), 2(a)(iv) (“Rights Granted”), 3 (“Term and Termination”), 4 (“Indemnity, Warranties, Remedies”), 5 (“Limitation of Liability”), 6 (“Payment Provisions”), 7 (“Confidentiality”) and 8 (“Miscellaneous”). Upon termination, Customer shall cease using, and shall return or at SumOpti’s request destroy, all copies of the Software and Documentation and upon SumOpti’s request certify the same to SumOpti in writing within thirty (30) days of termination. In case of termination of this Agreement or any license for any reason by either party, SumOpti shall have no obligation to refund any amounts paid to SumOpti by Customer under this Agreement. Further, if Customer terminates the agreement before the expiry of a term for a term-license, then Customer shall be obliged to pay the entire license fee for the entire licensed term.

4.    Indemnity, Warranties, Remedies.
   (a)    Infringement Indemnity.  SumOpti agrees to indemnify Customer against a third party claim that any Product infringes a U.S. copyright or patent and pay any damages finally awarded, provided that: (i) Customer notifies SumOpti in writing within ten (10) days of the claim; (ii) SumOpti has sole control of the defense and all related settlement negotiations; and (iii) Customer provides SumOpti with the assistance, information and authority at no cost to SumOpti, necessary to perform SumOpti’s obligations under this Section 4 (“Indemnities, Warranties, Remedies”). SumOpti shall have no liability for any third party claims of infringement based upon (i) use of a version of a Product other than the most current version made available to the Customer, (ii) the use, operation or combination of any Product with programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; or (iii) any third party software, except as the same may be integrated, incorporated or bundled by SumOpti, or its third party licensors, in the Product licensed to Customer hereunder.
   (b)    If any Product is held or claimed to infringe, SumOpti shall have the option, at its expense, to (i) modify the Product to be non-infringing or (ii) obtain for Customer a license to continue using the Software. If it is not commercially reasonable to perform either of the above options, then SumOpti may terminate the license for the infringing Product and refund the amount of license fees paid for the applicable Product for the most recent payment period (last invoice). This Section 4(a) (“Infringement Indemnity”) states SumOpti’s entire liability and Customer’s sole and exclusive remedy for infringement.
   (c)    WARRANTIES AND DISCLAIMERS.
      (i)    Software Warranty.  For each Supported Software license which Customer acquires hereunder, SumOpti warrants that for a period of thirty (30) days from the Commencement Date the Software, as delivered by SumOpti to Customer, will substantially perform the functions described in the associated Documentation in all material respects when operated on a system which meets the requirements specified by SumOpti in the Documentation. Provided that Customer gives SumOpti written notice of a breach of the foregoing warranty during the warranty period, SumOpti shall, as Customer’s sole and exclusive remedy and SumOpti’s sole liability, use its reasonable efforts, during the warranty period only, to correct any reproducible Errors that cause the breach of the warranty in accordance with its technical support policies. If Customer does not obtain a Supported Software license, the Software is provided “AS IS.”  Any implied warranty or condition applicable to the software, documentation or any part thereof by operation of any law or regulation shall operate only for defects discovered during the above warranty period of thirty (30) days unless temporal limitation on such warranty or condition is expressly prohibited by applicable law. Any supplements or updates to the Software, including without limitation, bug fixes or error corrections supplied after the expiration of the thirty-day Limited Warranty period SHALL NOT be covered by any warranty or condition, express, implied or statutory.
      (ii)        Services Warranty.  SumOpti warrants any services provided hereunder shall be performed in a professional and workmanlike manner in accordance with generally accepted industry practices. This warranty shall be valid for a period of thirty (30) days from performance. SumOpti’s sole and exclusive liability and Customer’s sole and exclusive remedy pursuant to this warranty shall be use by SumOpti of reasonable efforts for re-performance of any services not in compliance with this warranty which are brought to SumOpti’s attention by written notice within fifteen (15) days after they are performed.
(iii)    Disclaimer of Warranties.    SUBJECT TO LIMITED WARRANTIES PROVIDED FOR HEREINABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, DOCUMENTATION AND SERVICES (IF ANY) ARE PROVIDED AS IS AND WITH ALL FAULTS, SUMOPTI HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE.  ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

5.    Limitation of liability.
   (a)    To the maximum extent permitted by applicable law, in no event shall SumOpti be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software, the provision of or failure to provide support or other services, information, software, and related content through the software, or otherwise under or in connection with any provision of this Service, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of SumOpti, and even if SumOpti or any supplier has been advised of the possibility of such damages.  
   (b)    Notwithstanding any damages that may be incurred for any reason and under any circumstances (including, without limitation, all damages and liabilities referenced herein and all direct or general damages in law, contract or anything else), the entire liability of SumOpti under any provision of this Service and the exclusive remedy of the customer hereunder (except for any remedy of repair or replacement if so elected by SumOpti with respect to any breach of the limited warranty) shall be limited to the amount of fees paid in the last invoice by customer under this agreement for the  product. Further, if such damages result from customer's use of the software or services, such liability shall be limited to the prorated amount of fees paid for the relevant software or services in the last invoice giving rise to the liability. Notwithstanding anything in this agreement, the foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
   (c)    The provisions of this Agreement allocate the risks between SumOpti and Customer. SumOpti’s pricing reflects this allocation of risk and the limitation of liability specified herein.
   
6.    Payment Provisions.
    (a)    Invoicing.  Per the Exhibits under this Agreement.
    (b)    Payments.  All payments made by Customer shall be in United States Dollars for purchases made in all countries except the United Kingdom or the European Union, in which case the payments shall be made in British Pounds Sterling or Euros respectively. Payments shall be directed to:

Attn: Billing

If the product is purchased outside the United States, payments may have to be made to an Affiliate as directed by SumOpti.
   (c)    Taxes.  The fees listed in this Agreement does not include Taxes. In addition to any other payments due under this Agreement, Customer agrees to pay, indemnify and hold SumOpti harmless from, any sales, use, excise, import or export, value added or similar tax or duty, and any other tax not based on SumOpti’s net income, including penalties and interest and all government permit fees, license fees, customs fees and similar fees levied upon the delivery of the Software or other deliverables which SumOpti may incur in respect of this Agreement, and any costs associated with the collection or withholding of any of the foregoing items (the “Taxes”).

7.    Confidentiality.
(a) Confidential Information. “Confidential Information” shall refer to and include, without limitation, (i) the source and binary code of Products, and (ii) the business and technical information of either party, including but not limited to any information relating to product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how;

(b) Exclusions of Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include: (i) Information that is not marked confidential or otherwise expressly designated confidential prior to its disclosure, (ii) Information that is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party, (iii) Information that is known to the receiving party at the time of disclosure without violation of any confidentiality restriction and without any restriction on the receiving party’s further use or disclosure; (iv) Information that is independently developed by the receiving party without use of the disclosing party’s confidential information, or (v) Any Residuals arising out of this Agreement. Notwithstanding, any Residuals belonging to Source Code shall belong exclusively to SumOpti and Customer shall not have any right whatsoever to any Residuals relating to Source Code hereunder.

(c) Use and Disclosure Restrictions. During the term of this Agreement, each party shall refrain from using the other party’s Confidential Information except as specifically permitted herein, and from disclosing such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees).

(d) Continuing Obligation. The confidentiality obligation described in this section shall survive for three (3) years following any termination of this Agreement. Notwithstanding the foregoing, SumOpti shall have the right to disclose Customer’s Confidential Information to the extent that it is required to be disclosed pursuant to any statutory or regulatory provision or court order, provided that SumOpti provides notice thereof to Customer, together with the statutory or regulatory provision, or court order, on which such disclosure is based, as soon as practicable prior to such disclosure so that Customer has the opportunity to obtain a protective order or take other protective measures as it may deem necessary with respect to such information.

8.    Miscellaneous.
   (a)    Export Administration. Customer agrees to comply fully with all applicable relevant export laws and regulations including without limitation, those of the United States (“Export Laws”) to assure that neither the Software nor any direct product thereof are (i) exported, directly or indirectly, in violation of Export Laws; or (ii) are intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
(b)    U. S. Government Customers.  The Software is “commercial items,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government Customers acquire the Software with only those rights set forth herein.
(c)    Notices.  All notices under this Agreement shall be in writing and shall be deemed to have been given when mailed by first class mail five (5) days after deposit in the mail. Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as either party may specify in writing.
(d)    Force Majeure.  Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
(e)    Assignment.  Neither this Agreement nor any rights or obligations of Customer hereunder may be assigned by Customer in whole or in part without the prior written approval of SumOpti. For the avoidance of doubt, any reorganization, change in ownership or a sale of all or substantially all of Customer’s assets shall be deemed to trigger an assignment. SumOpti’s rights and obligations, in whole or in part, under this Agreement may be assigned by SumOpti.
(f)    Waiver.  The failure of either party to require performance by the other party of any provision hereof shall not affect the right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
(g)    Severability.  In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, any such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or intended provision within the limits of applicable law or applicable court decisions.
(h)    Injunctive Relief.  Notwithstanding any other provisions of this Agreement, a breach by Customer of the provisions of this Agreement regarding proprietary rights will cause SumOpti irreparable damage for which recovery of money damages would be inadequate, and that, in addition to any and all remedies available at law, SumOpti shall be entitled to seek timely injunctive relief to protect SumOpti’s rights under this Agreement.
(i)    Controlling Law and Jurisdiction.  If this Software has been acquired in the United States, this Agreement shall be governed in all respects by the laws of the United States of America and the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. All disputes arising under this Agreement may be brought in Superior Court of the State of California in Santa Clara County or the United States District Court for the Northern District of California as permitted by law. Customer hereby consents to personal jurisdiction of the above courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
(j)    No Agency.  Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise or liability between the parties.
(k)    Headings.  The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
(l)    Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.
(m)    Disclaimer.  The Software is not specifically developed or licensed for use in any nuclear, aviation, mass transit or medical application or in any other inherently dangerous applications. Customer agrees that SumOpti and its suppliers shall not be liable for any claims or damages arising from Customer’s use of the Software for such applications. Customer agrees to indemnify and hold SumOpti harmless from any claims for losses, costs, damages or liability arising out of or in connection with the use of the Software in such applications.
(n)    Customer Reference.  SumOpti may refer to Customer as a customer in sales presentations, marketing vehicles and activities.  Such activities may include, but are not limited to; a press release, a Customer user story completed by SumOpti upon implementation of the Software, use by SumOpti of Customer’s name, logo and other marks, together with a reasonable number of technical or executive level Customer reference calls for SumOpti.
(o)     Entire Agreement.  This Agreement, together with any exhibits, completely and exclusively states the agreement of the parties. In the event of any conflict between the terms of this Agreement and any exhibit hereto, the terms of this Agreement shall control. In the event of any conflict between the terms of this Agreement and any purchase order, this Agreement will control, and any pre-printed terms on Customer’s purchase order or equivalent document will be of no effect. This Agreement supersedes, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, regarding the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment signed by the parties, and shall prevail over any conflicting “pre-printed” terms on a Customer purchase order or other document purporting to supplement the provisions hereof.

Exhibit A (i): Statement of work (“SOW”) for Project i
Exhibit B: Further particulars
Copyright (c) 2007-2015, SumOpti and Affiliates
                                        
END.