SOFTWARE LICENSE AGREEMENT
PREAMBLE
THIS IS A LEGAL AGREEMENT BETWEEN TELELOGIC AB (PUBL) INCLUDING
ANY OF ITS SUBSIDIARIES ("TELELOGIC") AND YOU AND YOUR COMPANY
(THE "LICENSEE"). THIS SOFTWARE LICENSE AGREEMENT APPLIES TO
EACH SOFTWARE PROGRAM LICENSED BY TELELOGIC TO LICENSEE, AND
DOCUMENTATION PROVIDED WITH SUCH SOFTWARE PROGRAM, AND ANY
PATCH, UPDATE, UPGRADE, MODIFICATION OR OTHER ENHANCEMENT
PROVIDED BY TELELOGIC WITH RESPECT TO SUCH SOFTWARE PROGRAM OR
DOCUMENTATION.
PLEASE READ THIS AGREEMENT BEFORE BREAKING THE SEAL ON THE
PROGRAM MEDIA PACKAGE, OR INSTALLING, OR ELECTRONICALLY
DOWNLOADING THE PROGRAM. ANY OF THE ABOVE ACTIONS INDICATE THAT
YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT,
UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND TO THOSE TERMS
AND CONDITIONS. SHOULD YOU NOT ACCEPT THE TERMS AND CONDITIONS
OF THIS AGREEMENT, PLEASE RETURN THE UNOPENED MEDIA PACKAGE AND
ACCOMPANYING DOCUMENTATION TO TELELOGIC
YOU UNDERSTAND THAT, IF YOU PURCHASED THE SOFTWARE PROGRAM FROM
AN AUTHORIZED RESELLER OF TELELOGIC, THAT RESELLER IS NOT
TELELOGIC'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY
REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE,
ON TELELOGIC'S BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS
OF THIS AGREEMENT.
1. DEFINITIONS
The following terms have the meanings set forth below whenever they are
used in this Agreement:
1.1 "Documentation"
means a copy of the documentation containing the specifications for the
Software and the operating instructions of the Software, as provided by
Telelogic together with the Software for use by its end-user licensees.
1.2 "Invoice"
means Telelogic's invoice to Licensee for the Software license granted
hereunder.
1.3 "License Activation File"
means the software file supplied by Telelogic containing the activation
keys for the Software and other information relevant for activating the
Software.
1.4 "Licensee's Site"
means either a single-site license, multi-site license, continental
multi-site license, global license, or limited term license, as specified
in a Telelogic quotation or License Activation File as the case may be. A
single-site license allows for use of the Software within a radius of 64
km (40 miles), including all remote user access, from where the Licensee is
located. A multi-site license allows for use of the Software, including all
remote user access, within the country or state (applicable in USA,
Canada) in which Licensee is located. A continental multi-site license
allows for use of the Software, including all remote user access, within the
continent (North America, South America, Europe, Africa, Asia, Australia)
in which Licensee is located. A global license allows for use of the
Software, including all remote user access, throughout the world. A limited
term license is a license which is grantedfor a specified period of time.
1.5 "License Duration"
Licenses granted hereunder shall be perpetual until terminated license,
unless defined as a limited term license in which case the license term shall be
for a specific period of time and thereafter be renewed on an annual basis or
converted to a perpetual license under the conditions set forth herein.
1.6 "Order Confirmation"
Telelogic will provide Licensee with a confirmation of purchase by invoice
or upon request, by any other reasonable method.
1.7 "Software"
means a copy of the executable code version of the software program(s)
included in the enclosed package or downloaded from Telelogic's web site,
as the case may be, and stated in the Invoice as licensed to Licensee
hereunder (including any compiler and run-time modules), along with
platform software (object code), development models (source code),
templates and other instructions and any Software updates, revisions,
patches, upgrades, modifications, enhancements and additional modules and
templates the Licensee may receive from Telelogic hereunder from time to
time.
2. TERM OF AGREEMENT
2.1 This Agreement shall become effective upon delivery of the Software, as
set out in the Preamble above, and shall remain in effect indefinitely,
subject to the terms and conditions set out below.
3. OWNERSHIP AND LICENSE GRANT
3.1 Telelogic and third parties that have ownership interest in and to the
Software shall retain all right, title and interest to the Software and
Documentation, including all copyrights thereto, and any copies of the
Software or Documentation, whether authorized or unauthorized. Licensee
acknowledges that the Software contains confidential information that
is proprietary to Telelogic.
3.2 Subject to the terms and conditions of this Agreement, Telelogic
hereby grants to Licensee a personal,non-transferable and non-exclusive
license to use the Software (the "License"). As set out in the Invoice or
the License Activation File, the License may be designated as a Site
License or a Stand Alone. Licensee's number of Licenses of the Software
shall also be stated in the Invoice or the License Activation File.
3.3 Network/Floating License: If the License granted hereunder is a Network
or Floating License, as set out in the Invoice, Licensee may use the License
at Licensee's Site on a single, stationary designated host (unless otherwise
specified by Telelogic in writing). The Licensee may further use the
Software only for such number of Licenses at Licensee's Site as
designated in the Invoice(s). The Software may not be accessed by users
from other computer units other than the unit designated in the Invoice
or License Activation File, either through modem, Internet or any
other means of network or remote access, with the exception of Telelogic's
products which by their inherent functionality are intended to be accessed
through modem, Internet, network or remote access (as expressly stated in
writing by Telelogic). Licensee may deinstall, move and reinstall the
Software on different host equipment at the same Licensee's Site with
prior written notice to Telelogic, however Licensee may not move the
Software outside the Licensee's Site unless Telelogic has given its prior
written approval and any applicable transfer license fees have been paid.
3.4 Stand Alone/Node-locked License: If the License granted hereunder is a
Stand Alone or node-locked License, as set out in the Invoice or License
Activation File, Licensee may use the License only on the single,
self-contained computer unit (stationary or portable) as designated in the I
nvoice or License Activation File (through its IP number or other means of
identification).In such event, the Software may not be accessed by users from
other computer units other than the unit designated in the Invoice or License
Activation File, either through modem, Internet or any other
means of network or remote access, with the exception of Telelogic's
products which by their inherent functionality are intended to be accessed
through modem, Internet, network or remote access (as expressly stated in
writing by Telelogic).
3.5 Source Code License: If the Licensee receives Software hereunder which
contains software modules or components in source code format ("Source
Code"), the following shall apply to such Source Code, in addition to
all other provisions of this Agreement: Licensee may use such Source Code
only in conjunction with the Software and only in accordance with the
provisions on such use set out in the Documentation and this Agreement.
Notwithstanding any restrictions provided for in section 4.1 herein,
Telelogic retains all proprietary rights to any changes and
enhancements made to Telelogic's source code by any party. However, any
computer code, or programs developed by Licensee, other than that which is
licensed Software or derivatives thereof, shall belong to Licensee.
Licensee is strictly prohibited from making any other use of the Source
Code. Any breach of this Section 3.5 shall be considered a material
breach of this Agreement.
3.6 Back-up Copies: Licensee may make back-up copies of the Software in
machine executable code form, only to be used in the event that the copy
of the Software received from Telelogic fails to function, is lost,
damaged or destroyed. Licensee warrants that it will make no other copies
of the Software and will not allow, authorize or assist others to copy any
part or all of the Software in any form without the prior written approval
of Telelogic. There may be no more copies than are necessary to form part
of a reasonable back-up cycle for Licensee. Back-up copies of the Software
may be kept by Licensee in a bank deposit or such other secure place as is
normally used by Licensee for storage of its computer program back-ups.
Each back-up copy shall display the same program name, serial number (if
applicable), version number, copyright and trademark notices as the
original licensed copy provided by Telelogic.
4. LICENSE RESTRICTIONS
4.1 Licensee may not reverse engineer, decompile, or disassemble the Software for
any purpose. Licensee accepts that all information gained about the Software is
the valuable property of Telelogic and as such must be treated as confidential as
described under Article 5. Licensee warrants that it will not sell, license,
lease, rent, loan, lend, transmit, network, or otherwise distribute or transfer
the Software in any manner to any third party. However, Licensee may allow access
to the Software to its contractors, or consultants for its own internal business
pupose subject to the terms of this Agreement. Licensee may not use the
Software to conduct a service bureau, ASP or similar business for the
benefit of third parties. Licensee is expressly prohibited from adapting,
modifying, revising, improving, upgrading, enhancing and creating derivative works
of the Software for any purpose including error correction or any other type of
maintenance, except as expressly allowed in the Documentation.
4.2 Upon request by Telelogic, Licensee may permit Telelogic or a third party
designated by Telelogic to have access to Licensee's records and computer
systems and the right to audit Licensee's systems to ensure Licensee is using its
software in accordance with its license terms.
5. CONFIDENTIALITY
5.1 Licensee agrees and acknowledges that the Telelogic Software and any
information and materials including methodologies and know-how relating in
and to the Telelogic Software is confidential information and contains
trade secrets of Telelogic and third parties having ownership interest in
and to the Telelogic Software, and shall be held in the strictest confidence by
Licensee and shall not be copied, reproduced, or disclosed, to any third party
for any purpose whatsoever other than for Licensee's internal business purposes
as set forth in this License Agreement. Licensee agrees to use at least the
same security measures as it uses to protect its own confidential and trade
secret information, but no less than reasonable measures. Confidential
information does not include information which Licensee can demonstrate: (i)
was at the time of disclosure to Licensee, generally part of the public
domain or thereafter becomes generally part of the public domain through
no act or omission of Licensee; or (ii) was lawfully in Licensee's
possession as shown in written records prior to such disclosure and
without obligation of confidentiality; or (iii) was lawfully received by
Licensee after disclosure from a third party without obligation of
confidentiality and without violation by such third party of an obligation
of confidentiality to another; or (iv) was required to be disclosed by law
or court order from a court of competent jurisdiction provided that
Telelogic is given reasonable time to take legal action to quash such
action and seek other protection. Licensee shall hold harmless, defend and
indemnify Telelogic from and against any and all losses, costs, damages
and expenses arising out of or in connection with the Licensee's failure
to comply with requirements of this Article 5. Licensee's confidentiality
obligations hereunder shall survive termination, for any reason, of this
Agreement.
5.2 Licensee shall not alter or delete any copyright or trademark notice, tradename,
or other markings which identify Telelogic's proprietary rights and interests in
the Software and documentation.
5.3 Licensee agrees and acknowledges that any breach of the provisions regarding
the ownership or confidentiality contained in this License shall cause Telelogic
irreparable harm and Telelogic may obtain injunctive relief as well as seek all
other remedies available to Telelogic in law and in equity.
6. PAYMENT TERMS AND DELIVERY
6.1 In compensation of the rights granted and services rendered by Telelogic under
this Agreement, Licensee shall pay to Telelogic the license fees for the Software
as specified in the Invoice. Payments are to be made according to the payment
schedule stated in the Invoice. All FOB terms shall be provided on the quote and
Invoice.
6.2 If Licensee fails to effect payment within the stipulated time, Telelogic shall
be entitled to charge interest after due date as stated in the Invoice at a rate
equal to the maximum interest rate under applicable law.
6.3 All prices are exclusive of, and Licensee is responsible for, all applicable fees
and taxes, including custom duties, importation fees, sales, use, value-added,
withholding, gross revenue, transportation, insurance and like taxes, dues and
charges assessed or incurred in connection with the provision of goods and
services under this Agreement.
7. LIMITED WARRANTY
7.1 Telelogic warrants that it has good and clear title to or has the right to
sublicense the Software being licensed hereunder, free and clear of all liens and
encumbrances.
7.2 Telelogic warrants that the media on which the Software is recorded upon
receipt by Licensee will be substantially free from defects in materials
and faulty workmanship under normal use and that the software will
substantially operate according to specifications published by Telelogic
for a period of ninety (90) days from the date of shipment. During this
warranty period Telelogic will, at its option, repair or replace, free of
charge, defective media upon which the Software was supplied and record a
copy of the Software on the repaired or replacement media. Said repair or
replacement shall be Licensee's sole remedy and Telelogic's exclusive
liability under this media warranty. Telelogic shall have no
responsibility to repair or replace a media which, in Telelogic's opinion,
has been damaged by Licensee by accident, abuse, or as a result of
attempted self-maintenance service, notwithstanding the foregoing.
7.3 Telelogic does not warrant that the Software will meet Licensee's requirements or
that the operation of the Software will be uninterrupted and error free. Licensee
is solely responsible for the selection of the Software to achieve its intended
results and for the results actually obtained.
7.4 The above warranty does not apply to conditions resulting from improper use,
external causes, including service or modifications not performed by Telelogic or
Telelogic's appointed contractor, or operation outside the specified
environmental parameters. Telelogic will not be responsible for operation of the
Software other than on the host equipment specified in the Invoice or License
Activation File and in conjunction with the operating environment designated for
each version of the Software.
7.5 THE ABOVE WARRANTY IS TELELOGIC'S ONLY WARRANTY WITH
REGARD TO THE SOFTWARE, THE DOCUMENTATION AND THIS
AGREEMENT AND, SAVE AS PROVIDED IN THIS AGREEMENT, NO
OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WILL
APPLY. TELELOGIC SPECIFICALLY EXCLUDES WITHOUT LIMITATION
ALL OTHER WARRANTIES, REPRESENTATIONS OR UNDERTAKINGS
RELATING TO PERFORMANCE INCLUDING ANY WARRANTIES THAT
MIGHT OTHERWISE BE IMPLIED, SUCH AS THOSE OF SATISFACTORY
QUALITY, MERCHANTIBLE QUALITY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR OR ANY PURPOSE, ABILITY TO ACHIEVE ANY
PARTICULAR RESULT, TITLE OR NON-INFRINGEMENT.
8. INTELLECTUAL PROPERTY INFRINGEMENT
8.1 Telelogic shall defend, at its expense, any claim or suit brought against
Licensee alleging that any Software furnished under this Agreement infringes a
patent, copyright or other intellectual property right in Sweden or the country
of Licensee, and shall pay all costs and damages finally awarded, provided that
Telelogic is given prompt written notice from Licensee of such claim and is given
information, reasonable assistance and sole authority to defend and settle the
claim.
8.2 In the event that the Software is held in a suit or proceeding to infringe any
intellectual property rights of a third party and the use of such Software is
enjoined, or Telelogic reasonably believes that it is likely to be found to
infringe, or likely to be enjoined, then Telelogic, at its sole cost and expense,
and at its option, may obtain for the Licensee the right to continue using the
Software, replace or modify the Software so that it becomes non-infringing or,
if such remedies are not reasonably available, grant the Licensee a credit for
the license fee for the Software as depreciated on a straight-line basis over
five years and require its return to Telelogic.
8.3 Telelogic shall not have any liability if the alleged infringement is based upon
(i) the use of the Software in combination with other products or devices not
furnished by Telelogic; (ii) the use of the Software in an application for which
it was not designed or intended, where such infringement would not have
occurred but for such use; (iii) Licensee's continued use of a version of
the Software other than the most recently released version, where such
infringement would not have occurred if such most recently released
version had been used; or (v) a claim based on intellectual property
rights owned by Licensee or any of its affiliates. Telelogic disclaims all
other liability for patent, copyright or other intellectual property right
infringement, including any special, incidental, consequential, exemplary
or other indirect damages.
THE FOREGOING STATES THE ENTIRE LIABILITY OF TELELOGIC WITH
RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS
BY THE SOFTWARE, OR ANY PORTION THEREOF.
9. LIMITATION OF LIABILITY
9.1 THE USE OF THE SOFTWARE AND ALL CONSEQUENCES ARISING
THEREFROM IS THE SOLE RESPONSIBILITY OF LICENSEE.
TELELOGIC SHALL NOT BE LIABLE TO LICENSEE FOR ANY LOSS OR
DAMAGE CAUSED ARISING DIRECTLY OR INDIRECTLY IN
CONNECTION WITH THE SOFTWARE, THE USE OF THE SOFTWARE OR
OTHERWISE.
9.2 TELELOGIC'S LIABILITY WITH REGARD TO LICENSEE UNDER THIS
AGREEMENT SHALL UNDER ALL CIRCUMSTANCES BE LIMITED TO THE
AGGREGATE LICENSE FEES FOR THE SOFTWARE PAID BY LICENSEE
HEREUNDER.
9.3 TELELOGIC SHALL IN NO EVENT BE LIABLE TO LICENSEE UNDER
THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR FOR LOSS OF DATA, USE AND/OR
PROFITS, GOODWILL, CLAIMS FOR SERVICES INTERRUPTIONS,
DOWNTIME COSTS AND CAPITAL COSTS OR CLAIM OF A THIRD
PARTY UNDER ANY LEGAL THEORY WHETHER ON ACCOUNT OF
DEFECTS, PERFORMANCES, NON-PERFORMANCES, DELAYS OR
FAILURE TO SUPPLY, PERSONAL INJURIES, PROPERTY DAMAGES OR
OTHERWISE, WITH THE EXCEPTION OF DAMAGES DUE SOLELY TO
TELELOGIC'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IN
NO EVENT SHALL ANY THIRD PARTY HAVING RIGHTS IN AND TO
THE TELELOGIC SOFTWARE BE LIABLE TO LICENSEE FOR ANY
DAMAGES WHATSOEVER.
10. FORCE MAJEURE
10.1 Either party shall be excused from fulfillment of any obligation under this
Agreement (other than payment obligations) only to the extent that and for so
long as such performance is prevented or delayed by an industrial dispute or any
other cause beyond its reasonable control, such as, but not limited to, riots;
floods; war; warlike hostilities; fires; embargo; shortage of labor, power, fuel,
means of transportation or common lack of other necessities. In such event or
cause, such party shall promptly notify the other party who may extend the time
of performance required to remedy such breach, to an amount equal to the time
loss caused by the event.
11. UPDATES AND SUPPORT AND MAINTENANCE
11.1 This Agreement does not grant Licensee rights to any improvements,
modifications, enhancements, updates, upgrades, or patches to the Software, or
any other support services relating to the Software. Such updates and support
services may be purchased separately from Telelogic in accordance with the
Telelogic Standard Support and Maintenance policies and programs described in
Telelogic's published support brochures or in other materials provided by
Telelogic which may be modified by Telelogic from time to time. Use of such
improvements, modifications, enhancements, updates, upgrades and patches
received by Licensee under the Telelogic Standard Support and Maintenance
policies and programs shall be governed by the terms and conditions contained
herein.
12. TERMINATION OF THE AGREEMENT
12.1 Telelogic shall have the right to terminate this Agreement with immediate effect
if Licensee is in default of any of its obligations under this Agreement,
including, but not limited to (i) violation of the limitation of the right of
use of the Software of Article 3 and 4, (ii) violation of the confidentiality
provisions of Article 5, or (iii) failure of Licensee to execute payments agreed
according to Article 6, and Licensee has failed to make good on such default
within thirty (30) calendar days after having received written notice from
Telelogic requiring it to do so.
12.2 Telelogic shall furthermore have the right to terminate this Agreement with
immediate effect if Licensee suspends its payments, becomes bankrupt or
insolvent or enters into liquidation or otherwise can be regarded as insolvent.
12.3 Upon Telelogic's termination of this Agreement as set out in this Article,
Telelogic may, at its option, and in addition to any other rights hereunder,
and in addition to any other remedies available to Telelogic under the law, in
writing require the Licensee to return or destroy all versions of the Software
and the Documentation and any and all documentation relating thereto on any
media and in any form in Licensee's possession. Licensee shall give a written
confirmation to Telelogic that all material related to the Software and its
operation has been returned to Telelogic or destroyed within thirty (30) days
notice of such termination.
13. EXPORT CONTROL REGULATIONS
13.1 The Software and the Documentation is subject to all applicable export,
re-export, and import regulations in any applicable country, including without
limitation the United States Export Administration Act, and Licensee hereby
agrees that neither the Software nor the Documentation is intended to be
shipped, either directly or indirectly to any embargoed countries nor used for
or in support of any prohibited activities. In the event Licensee exports the
Software or the Documentation (as otherwise permitted under this Agreement)
from the country in which Licensee first received it, then Licensee assumes
the responsibility for compliance with all applicable export and re-export
regulations, as the case may be.
14. GOVERNMENT RESTRICTED RIGHTS
14.1 The Software and Documentation are "commercial computer software" or
"commercial computer software documentation." Absent a written agreement to
the contrary, the U.S. Government's rights with respect to such Software or
Documentation are limited by the terms of this Agreement, pursuant to Federal
Acquisition Regulation (FAR) 12.212(a) and 52.227-19 and/or Defense Federal
Acquisition Regulation (DFARS) 227.7202-1(a) and 252.227-7014, as applicable.
15. MISCELLANEOUS
15.1 This Agreement shall not be assignable in whole or in part by either party,
without the prior written approval of the other party. This notwithstanding,
Telelogic shall be entitled to assign this Agreement in whole or in part to a
company owned by or affiliated with Telelogic. A transfer fee may be incurred
when Licensee transfer and/or assigns any of its licenses to Licensee's
subsidiaries, parent, or affiliates, or to a third party. A rehost fee may be
incurred when the Software is reloaded on a different machine id.
15.2 No alteration or amendment to this Agreement shall be valid unless such
alteration or amendment is made in writing and signed by the parties hereto.
15.3 Any notice or other communication under this Agreement shall be made in writing
either by hand or by telefax (confirmed by airmail) or by certified or registered
airmail first-class postage prepaid to the parties at the addresses stated in
the Invoice (or at such other address a party may specify by written notice to
the other).
15.4 This Agreement contains the entire understanding between the parties on its
subject matter, and annuls, replaces, and rejects any other agreements or
understandings, whether written or oral, which may exist or have existed
between the parties on the subject matter hereof, including any contradictory
terms on buyer/Licensee's documentation.
15.5 The parties hereto are independent contractors; no agency, partnership, joint
venture, employment or other joint relationship is created hereby. All references
to Licensee hereunder include all individuals and entities controlling,
controlled by, or under common control with Licensee.
15.6 The headings to the sections contained herein are for the ease of reference only
and shall not affect interpretation or construction of this Agreement. If any
part of this Agreement is invalid or unenforceable for any reason, the validity
of the remaining terms will not be affected. The waiver or failure of either
party to enforce any of the provisions of this Agreement shall not be construed
to be a waiver of the right of such party thereafter to enforce any such
provisions.
15.7 If Licensee is not a company incorporated or headquartered in the U.S., this
Agreement shall be governed by and construed in accordance with, and any
arbitration or court action hereunder shall apply, the laws of Sweden, other
than: (i) its conflict/choice of law provisions; (ii) the United Nations
Convention on Contracts for the International Sale of Goods; and (iii) the 1974
Convention on the Limitation Period in the International Sale of Goods (the
"1974 Convention"); and (iv) the Protocol amending the 1974 Convention, done
at Vienna April 11, 1980. If Licensee is a company incorporated or
headquartered in the United States, the validity and performance of this
Agreement shall be governed by the laws of the State of California, USA,
excluding its provisions on conflicts or choice of laws (unless both parties
are located within California).
15.8 If Licensee is not a company incorporated or headquartered in the U.S. any
dispute, controversy or claim arising out of or relating to this Agreement, or
the breach, termination or invalidity thereof, shall be finally settled by
binding arbitration conducted in the English language in Stockholm, Sweden
under the commercial arbitration rules of the International Chamber of Commerce,
which shall administer the arbitration and act as appointing authority. The
arbitration tribunal shall consist of three (3) arbitrators appointed in
accordance with the said rules. The award of the arbitrators shall be the sole
and exclusive remedy of the parties and shall be enforceable in any court of
competent jurisdiction. If Licensee is a company incorporated or headquartered
in the United States, any dispute arising from or in connection with this
Agreement shall be subject to binding arbitration in Irvine, California in
accordance with the commercial rules of the American Arbitration Association,
and judgment upon the arbitral awarded rendered may be entered in any court
having jurisdiction thereof. The arbitrator shall not be empowered to award
damages in excess of actual damages. Notwithstanding the foregoing, either
party may initiate an action in the courts of competent jurisdiction in a
convenient forum to seek to prevent or halt a violation of sections 5 and/or
8 above. The prevailing party in any dispute under this section shall recover
reasonable attorney's fees and costs (including arbitration costs) from the
other party.
15.9 I acknowledge that this License constitutes a valid and legally binding obligation
on the part of the receiving party as Licensee.
___________________