TERMS OF USE FOR ENSIGHT TECHNOLOGIES, LLC

EFFECTIVE DATE: June 1, 2025.

ENSIGHT TECHNOLOGIES TERMS OF USE

1. General Information. EnSight Technologies LLC, a California limited liability EnSight (the “EnSight”) is willing to grant access and use of the Licensed Software (as defined below) to Customer on the condition that the Customer accepts all of the terms and conditions set forth below in this Terms of Use (the “Terms”). EnSight and Customer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

2. Customer’s Acceptance of Terms. The Customer explicitly accepts and agrees to be bound by these Terms by: (1) executing a Master Agreement and Services Agreement that references these Terms; or (2) utilizing the EnSight System regardless of whether or not payment is made by the Customer for use of the EnSight System in whole or in part. If the individual agreeing to be bound by these Terms is doing so on behalf of a EnSight or other legal entity, the individual hereby represents that they have the authority to bind such entity and its affiliates to these Terms, in which case the Customer shall mean such entity and its affiliates. If the individual does not have such authority, or does not agree with these Terms, the individual must not accept these Terms and is not permitted to use the EnSight System.

3. No Competition. No portion of the EnSight System may be accessed or used for the purpose of monitoring its availability, performance, functionality, or for benchmarking or competitive purposes. EnSight’s direct competitors are prohibited from accessing or using the EnSight System without the prior written consent of EnSight.

4. Definitions. The definitions of certain terms used in these Terms are set forth below. To the extent that definitions for any capitalized terms are not included in these Terms, the definitions set forth in the Master Agreement or the Services Agreement shall apply, if applicable.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

“Customer” means an individual or business entity that entered into a Master Agreement and a Services Agreement with EnSight or utilizes the EnSight System regardless of whether payment is made to EnSight for the EnSight System.

“Customer Data” means electronic data, information, images, and personal identifiable information captured by the EnSight System and made available to Customer through the SaaS Platform to be used in association with the EnSight System.

“Documentation” means EnSight’s user manuals, handbooks, and installation guides related to the EnSight System that Provider provides or makes available to Customer in any form or medium which describe the functionality, components, features, or requirements of the EnSight System.

“EnSight Personnel” means all Persons involved in the performance of Services as employees, agents, or independent contractors of EnSight or any Subcontractor.

“EnSight System” means the Software and Hardware.

“Facility Software” means the software located at the Facility that is used in conjunction with EnSight’s parking technology, which is identified in Exhibit B of the Master Agreement or an applicable SOW.

“Fees” has the meaning set forth in the respective Master Agreement or Services Agreement between EnSight and Customer, as applicable.

“Hardware” means any physical piece of equipment specified in an applicable SOW that is delivered to the Customer at the direction of EnSight related to EnSight’s parking technology.

“Intellectual Property Rights” means all patents, patent rights, copyrights, moral rights, trade secret rights, trademark, service mark and trade dress rights and all other intellectual property rights, as may exist now and/or hereafter come into existence, including derivative rights, and all renewals and extensions thereof.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Licensed Software” means the SaaS Platform and Facility Software.

“Malicious Code” means code, files, scripts agents, or programs intending to do harm, including, but not limited to, viruses, worms, time bombs, back door, malware, spyware, and Trojan horses.

“Master Agreement” means a Master Agreement entered into between EnSight and the Customer.

“SaaS Platform” means EnSight’s proprietary non-downloadable online software platform that operates in conjunction with EnSight’s parking technology, which is identified in Exhibit B attached to the Master Agreement or an applicable SOW

“Services Agreement” means a Software Support Services Agreement specifying the Software and Support Services to be provided thereunder that is entered into between Customer and EnSight or any of their permitted affiliates, which is attached as Exhibit C to the Master Agreement including any schedules, supplements, or exhibits thereto.  By entering into a Services Agreement, a permitted Affiliate agrees to be bound by these Terms as if it were an original party hereto.

“Software” means the Facility Software and/or SaaS Platform.   

“Statement of Work” or “SOW” means a written document that specifies the responsibilities and deliverables to be provided by EnSight to Customer under the terms and conditions of the Master Agreement or the Services Agreement related to the EnSight System.

“Term” has the meaning set forth in the Services Agreement entered into between EnSight and the Customer.

“User” means, in the case of an individual accepting these Terms on his or her own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a EnSight or other legal entity, an individual who is authorized by Customer to access and use the EnSight System, for whom Customer has been provided a limited license and to whom Customer (or where applicable, EnSight at Customer’s request) has supplied a user identification and password.  Users may include, but are not limited to, employees, consultants, contracts, and agents or Customer, or third parties with which the Customer transacts business.

5. License.

• Facility Software License Grant. Subject to payment of all applicable Fees set forth in the Master Agreement, and in consideration of the terms and conditions set forth herein and other good and valuable consideration, EnSight grants Customer a perpetual, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited right to access and use the Facility Software and any related Documentation solely for Customer’s business purposes (the “Facility Software License”). EnSight may update the Facility Software and any features and/or functions provided thereunder from time-to-time in its sole discretion but shall not remove a primary feature or function of the Facility Software without providing prior notice to Customer. Customer acknowledges and agrees that Customer shall not at any time have the right to access, view, or modify the source code for the for the Facility Software.

• SaaS Platform License Grant. Subject to payment of all applicable Fees set forth in the Services Agreement, and in consideration of the terms and conditions set forth herein and other good and valuable consideration, EnSight grants Customer, during the Term, a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited right to access and use the SaaS Platform and any related Documentation solely for Customer’s internal business purposes and within the usage limits specified in the applicable Services Agreement (the “SaaS License”). EnSight may update the SaaS Platform and any features and/or functions provided thereunder from time-to-time in its sole discretion but shall not remove a primary feature or function of the SaaS Platform without providing prior notice to Customer. Customer acknowledges and agrees that Customer shall not at any time have the right to access, view, or modify the source code for the for the SaaS Platform.

• Affiliate Usage. Customer’s Affiliates, if any, may not access or use the Licensed Software pursuant to the Terms unless expressly authorized under the applicable Master Agreement or Services Agreement. In the case that Customer’s Affiliate is authorized to access and use the Licensed Software, Customer shall remain responsible for the acts and omissions of its Affiliates in connection with each Affiliate’s use of the Licensed Software, unless the Affiliate of Customer and EnSight execute a separate agreement granting the license(s) directly to the Affiliate. Notwithstanding anything to the contrary, any use by a Customer Affiliate who would reasonably be understood to be a competitor to EnSight or is otherwise in the business of developing and offering products or services that are substantially similar to the EnSight System is not permitted.

6. Intellectual Property Rights.

• EnSight Intellectual Property. Except for the limited rights granted in these Terms, all right, title, and interest in and to the EnSight System including the Licensed Software, and all Intellectual Property Rights therein, including all improvements and modifications thereto, are hereby retained and owned by EnSight, its Affiliates or licensors. The Licensed Software provided or made available hereunder is licensed, not sold. Even if the terms “purchase” and “sale” are used, Customer does not receive ownership rights in any portions of the Licensed Software, and has only those use rights set forth in these Terms. EnSight retains all Intellectual Property Rights not explicitly granted herein.

• Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to EnSight by mail, email, texting, telephone, or otherwise, suggesting or recommending changes to the EnSight System, including without limitation, new features or functionality relating to the Licensed Software, or any comments, questions, suggestions, or the like (“Feedback”), Customer agrees that EnSight is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to EnSight on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in and to such Feedback, and EnSight is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although EnSight is not required to use any Feedback.

• Customer Data. As between EnSight and Customer, Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant EnSight any rights in Customer Data beyond those expressly provided herein. Customer grants EnSight and its Affiliates, vendors, and licensors a non-exclusive, worldwide license to collect, access, transmit, store, reproduce, display, process, and use the Customer Data for the purpose of EnSight fulfilling its obligations set forth in the Master Agreement and the Services Agreement.

7. EnSight Responsibilities.

• Provision of Services. EnSight will (i) make the EnSight System available to the Customer pursuant to these Terms and the applicable Services Agreement; (ii) deliver the Hardware and test and adjust the EnSight System during project implementation until the performance is optimized, as reasonably requested by Customer; (iii) provide EnSight support for the EnSight System to Customer pursuant to the applicable Services Agreement; and (iv) use commercially reasonable efforts to make the EnSight System available twenty-four (24) hours a day, seven (7) days a week, except for planned downtime (of which EnSight shall give advance notice), and any unavailability caused by a Force Majeure Event.

• Protection of Customer Data. EnSight agrees to take commercially reasonable measures to protect the confidentiality, integrity, and availability of Customer Data. These measures shall include, but not be limited to: (i) implementing appropriate access controls to ensure that only authorized EnSight Personnel have access to Customer Data during transmission and storage; (ii) the use of encryption technology to secure Customer Data during transmission; and (iii) monitoring of the EnSight System for security breaches and promptly responding to any suspected or actual security incidents. 

• EnSight Personnel. EnSight will be responsible for the conduct and performance of EnSight Personnel and their compliance with the EnSight’s obligations under these Terms, except as otherwise specified herein.

8. Term & Termination.

• Term.

• Facility Software License Term. These Terms, as they apply to the Facility Software License, commence as of the Effective Date of the Master Agreement, and continue in perpetuity unless terminated pursuant to Sections 8.2.2, 8.2.3 or 8.2.4 of these Terms.

• SaaS License Term. These Terms, as they apply to the SaaS License, commence as of the Effective Date of the applicable Services Agreement and continue in effect until the end of the Term of the Services Agreement, unless terminated earlier pursuant to Sections 8.2.1, 8.2.2 or 8.2.3 of these Terms.

• Termination.

• EnSight may terminate these Terms as it applies to the SaaS License if Customer fails to pay any Fee due under the Services Agreement, where such failure continues more than thirty (30) days after payment is due.

• Either Party may terminate these Terms (including the Facility Software License and/or the SaaS License), effective on written notice to the other Party, if the other Party materially breaches these Terms, the Master Agreement, or the Services Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

• Either Party may terminate these Terms (including the Facility Software License and/or the SaaS License), effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

• EnSight may terminate these Terms as it applies to the Facility License if the Services Agreement is terminated for any reason within two (2) years of the Effective Date of the Services Agreement.

• Effect of Termination.

• In the event of termination of these Terms pursuant to Sections 8.2.1, 8.2.2 or 8.2.3, or termination or expiration of the Services Agreement, all rights, licenses, and authorizations granted to Customer relating to the SaaS Platform, including the SaaS License set forth in these Terms, shall immediately terminate, and Customer shall immediately cease all use of and refrain from accessing the SaaS Platform.

• In the event of termination of these Terms pursuant to Sections 8.2.2, 8.2.3 or 8.2.4, all rights, licenses, and authorizations granted relating to the Facility Software, including the Facility Software License, may be terminated by EnSight, and in such case Customer shall:

• immediately cease all use of and other activities with respect to the Facility Software, Documentation and EnSight’s Confidential Information;

• within thirty (30) days of the date of the termination notice, at EnSight’s written request, destroy and/or permanently erase the Facility Software, the Documentation and EnSight’s Confidential Information from all Hardware, devices and systems in the possession or control of Customer; and

• certify to EnSight in a signed written instrument that it has complied with the requirements of this Section 8.3.2.

9. Access and Use Restrictions. Customer shall not directly or indirectly: (i) access and use the EnSight System unless permitted by applicable Law; (ii) make any of the EnSight System available to anyone other than Customer or Users, or use the EnSight System for the benefit of anyone other than Customer or its authorized Affiliates, unless expressly stated otherwise in the applicable Services Agreement; (iii) assign, sell, resell, license, sublicense, distribute, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer in the EnSight System to any third party except as otherwise set forth herein, or include any the EnSight System in an outsourcing offering; (iv) use the EnSight System in any manner to store or transmit infringing, libelous, defamatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third-party intellectual property, privacy, or publicity rights; (v) use the EnSight System to store or transmit Malicious Code; (vi) interfere with or disrupt the integrity or performance of the EnSight System or its related systems or networks; (vii) permit direct or indirect access to or use of the EnSight System in a way that circumvents a usage limit, or use the EnSight System to access, copy, reproduce, or use any of the EnSight’s intellectual property except as permitted in the applicable Services Agreement; (viii) modify, copy, translate, or create derivative works of the EnSight System or any part, feature, or user interface thereof; (ix) frame or mirror any part of any the EnSight System, other than framing on Customer’s own intranets or otherwise for its own internal business purpose as permitted in the applicable Services Agreement; (x) attempt to gain unauthorized access to the EnSight System or its related systems or networks, or perform unauthorized penetrating testing on the EnSight System; (xi) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the EnSight System; (xii) to the maximum extent permitted by applicable Law, modify, disassemble, reverse engineer, disassemble, deconstruct, or decompile the EnSight System or access such the EnSight System to: (1) build a competitive product or service; (2) build a product or service using similar ideas, features, functions, or graphics of the EnSight System; (3) copy any ideas, features, functions, or graphics of the EnSight System; or (4) determine whether the EnSight System is within the scope of any patent; or (xiii) use, distribute, or make the EnSight System or its functionality available to Users or any third party who is in one of the following countries, including without limitation any governmental authority, agency or similar jurisdiction of any such country’s government and/or a person or entity with its primary domicile or principal place of business in any of the following countries, except as expressly authorized on an applicable schedule: Afghanistan, Armenia, Azerbaijan, Belarus, Burma, Cambodia, Central African Republic, China, Congo (DRC), Cuba, Cyprus, Eritrea, Georgia, Haiti, Hong Kong, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Lebanon, Libya, Mongolia, Moldova, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Venezuela, Vietnam, Yemen or Zimbabwe. If Customer uses the EnSight System in a manner that is outside or in violation of the Documentation, then Customer will cooperate with EnSight to address any applicable burden on the EnSight System or pay an additional mutually agreed upon fee.

10. Customer Representations and Warranties. Customer represents and warrants that it shall: (i) ensure that the access and use of the EnSight System by Customer is permitted by applicable Law; (ii) it possess the necessary rights and authority to grant EnSight the rights set forth in the Terms with respect to Customer Data; (iii) be responsible for Users’ compliance with these Terms and the Services Agreement; (iv) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired the Customer Data, and Customer’s use of the Customer Data with the EnSight System; (v) use best efforts to prevent unauthorized access to or use of the EnSight System, and notify the EnSight promptly of any such unauthorized access or use; (vi) use the EnSight System only in accordance with these Terms; and (vii) obtain all consents and releases that are required by Law from individuals or otherwise in order for EnSight to provide the EnSight System, and for Customer to access and use the EnSight System, set forth in the Terms. Any use of the EnSight System in breach of the foregoing by Customer or Users that, in EnSight’s sole discretion and judgement, threatens the security, integrity, or availability of the EnSight System may result in an immediate suspension of the SaaS Platform.

11. Representations and Warranties.

11.1       EnSight Warranties. EnSight represents and warrants to Customer that: (a) the Licensed Software does not contain any material product defects that deviate from the Documentation; and (b) it owns all right, title, and interest in and to the Licensed Software and Documentation excluding any open-source software or third party software that may be included therein.

• DISCLAIMER OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED “AS IS.” ENSIGHT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ENSIGHT MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE, THE DOCUMENTATION, OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET CUSTOMER’S OR OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

12. Indemnification.

• Customer Indemnification. Customer shall indemnify, defend, and hold harmless EnSight, and each of its and their respective officers, directors, employees, agents, subcontractors, successors, and assigns (each, including EnSight, a “EnSight Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder (“Losses”) incurred by the EnSight Indemnitee in connection with any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise (“Action”) by a third party (other than an Affiliate of a EnSight Indemnitee) to the extent that such Losses arise from any allegation in such Action:

• that any Intellectual Property Rights or other right of any third party, or any Law, is or will be infringed, misappropriated, or otherwise violated by any:
  • modification of the Licensed Software or Documentation by Customer other than: (A) by EnSight Personnel in connection with these Terms; or (B) with EnSight’s express written authorization and in strict accordance with EnSight’s written directions and specifications;
  • incorporation, combination, operation, or use of the Licensed Software or Documentation by Customer with any good, service, technology, or other matter whatsoever (including any software, hardware, firmware, system, or network) that is neither provided by EnSight Personnel nor expressly authorized by EnSight in any of these Terms, unless otherwise expressly permitted by EnSight in writing;
  • good, service, technology, or other matter whatsoever (including any software, hardware, firmware, system, or network) directly or indirectly provided by Customer or directed by Customer to be installed, combined, integrated, or used with, as part of, or in connection with the Licensed Software or Documentation;
  • use of the Licensed Software or Documentation by Customer after EnSight’s notice to Customer of such activity’s alleged or actual infringement, misappropriation, or other violation of a third party’s rights; or
  • failure by Customer to timely implement any Maintenance Release, modification, update, or replacement of the Licensed Software or Documentation made available to Customer by or on behalf of EnSight; or
• of or relating to facts that, if true, would constitute a breach by Customer of any representation, warranty, covenant, or obligation under these Terms;
• of or relating to negligence, abuse, misapplication, misuse, or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Customer or any of its Representatives with respect to the Licensed Software, the Documentation, or otherwise in connection with these Terms; or
• of or relating to use of or other act relating to the Licensed Software or Documentation by or on behalf of Customer that is: (i) outside the scope of Customer’s license under these Terms or the purpose, scope, or manner of use authorized by these Terms or the Documentation; or (ii) in any manner contrary to EnSight’s instructions.

13. Limitations of Liability.

13.1     No Indirect Damages. Subject to the exceptions below, under no circumstances and under no legal theory, whether in tort, contract, or otherwise, shall either party be liable to the other or to any other person for any indirect, special, incidental, or consequential damages of any character, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.

13.2     Exceptions. None of the exclusions or limits on liability above will apply to limit a Party’s liability arising from: (i) misappropriation of any EnSight Intellectual Property Rights or any use or disclosure of the Licensed Software or Documentation beyond the rights granted, including without limitation violation of any of the use restrictions in these Terms; (ii) Customer’s obligation to pay the undisputed Fees owed to EnSight; (iii) the gross negligence or willful misconduct of that party; or (iv) Customer’s obligation indemnify EnSight pursuant to Section 12.

14. Miscellaneous.

14.1     Governing Law and Venue. This Services Agreement and any disputes arising under, in connection with, or relating to this Agreement will be governed in accordance with the laws of the State of California, without regard to its conflict of laws principals.  Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in San Diego, California, and the Parties hereby consent to the personal jurisdiction and venue therein.

14.2     Compliance with Laws. Each Party will perform all of its activities, obligations and responsibilities contemplated under these Terms in compliance with all applicable Laws and will obtain all licenses or permits as may be required by any applicable Laws in order to conduct the activities contemplated hereunder.  Each Party shall be responsible for all applicable customer privacy and consumer legal disclosures and regulatory compliance required or recommended under applicable Laws for each Party’s respective business.  Each Party shall, as applicable: (a) acquire and maintain in effect all governmental regulatory authorizations, licenses and permits of every type from every state or federal agency necessary for the business and operations of each respective Party; and (b) otherwise arrange to operate in compliance with applicable Laws.

14.3     Assignment.  Customer may not assign or transfer its rights or obligations under these Terms without the prior written permission of EnSight, except in connection with a merger, consolidation, or sale of all or substantially all of Customer’s assets.  These Terms shall be binding upon, and inure to the benefit of, the permitted successors and permitted assigns of Customer.  Any attempt to transfer, sublicense or assign any of the rights or duties in violation of this Section is prohibited and shall be null and void.

14.4     Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

14.5     Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of these Terms is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14.6     Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.7     Incorporation by Reference. If the Parties are concurrently entering into a Master Agreement and a Services Agreement, then these Terms incorporate by reference, the terms and conditions set forth in the Master Agreement and the Services Agreement. All terms, conditions, definitions, and provisions set forth in the Master Agreement and Services Agreement shall apply to these Terms as if fully set forth herein, except to the extent expressly modified or superseded by these Terms. In the event of any inconsistency between the Master Agreement, the Services Agreement and these Terms, the provisions of these Terms shall govern solely with respect to the Licensed Software.