LICENSE AGREEMENT


PLEASE READ THE TERMS OF THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY AS BY INSTALLING, ACCESSING AND/OR USING THE TOOL (AS DEFINED BELOW), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH mabl Inc. (“mabl”), AND UNDERSTAND AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY WAIVE ANY FORMALITIES UNDER ANY APPLICABLE LAW OR REGULATION IN ANY JURISDICTION REQUIRING AN EXCHANGE OF ORIGINAL (NON-ELECTRONIC) SIGNATURES FOR THE EXECUTION OF A VALID AND ENFORCEABLE CONTRACT.
BACKGROUND
	mabl has developed a software tool, and mabl wishes to license the tool in object code form (the “Tool”) to Licensee, and Licensee wishes to license the Tool from mabl to develop an interface for its products to mabl’s products.  mabl is willing to license the Tool to Licensee subject to the terms and conditions of this Agreement.

	For the purposes of this Agreement, the term “Tool” shall include all (i) new versions, updates, revisions, enhancements, and other derivative works of the Tool; and (ii) all related documentation including user guides and technical manuals (“Documentation”), made available or delivered by mabl to Licensee, if any.
	Therefore, the parties agree as follows:
1.	No Fee.
	There is no fee to Licensee for the license granted under this Agreement.
2.	Ownership, Grant of License.
	(a)  Ownership.  mabl is and shall remain the exclusive owner or licensee of the Tool and all copies thereof, and of all patent, copyright, trademark, trade secret, and other intellectual property rights therein.  Licensee shall not acquire any rights to the Tool other than those specified in this Agreement
	(b)  Grant of License.  Subject to the terms of this Agreement, mabl hereby grants to Licensee a non-exclusive, non-transferable, revocable, and royalty-free, license (without the right to sublicense) to use the Tool only for the limited purpose of developing an interface for Licensee’s products to interoperate with mabl’s products.
	(c) Reservation of Rights, Use Restrictions. Other than the rights explicitly granted in this Agreement, Licensee shall have no other rights, express or implied, in the Tool. Without limiting the foregoing, Licensee shall not (i) modify, adapt or create derivative works of the Tool,  (ii) distribute, sell, transfer, rent, lease, or loan the Tool to any third party, (iii) reverse engineer, decompile, or disassemble the Tool or otherwise take any action to reduce the Tool’s code to human-perceivable form or determine the Tool’s source code, (iv) copy or allow copies of the Tool to be made, (v) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Tool, and (vi) use the Tool to violate any applicable laws, rules or regulations.
	(d)  Copying.  Notwithstanding any terms to the contrary in this Agreement, Licensee may make one (1) copy of the Tool for backup or archival purposes.
	(e)  Nondisclosure.  Licensee shall not disclose, publish, or disseminate to any third party any non-public information or trade secrets regarding, or related to, the Tool or mabl disclosed by mabl to Licensee under this Agreement (collectively, “Confidential Information”). Licensee will take all necessary precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential information. Licensee shall use Confidential Information only for the purpose for which it was disclosed and shall not otherwise use or exploit the Confidential Information and/or Tool for its own benefit or the benefit of another without the prior written consent of mabl.  Licensee shall allow access to the Confidential Information only to those employees and representatives who have the need to access it for the limited purpose set forth herein, and shall take appropriate action by written agreement with its employees and representatives to satisfy its obligations hereunder.

	(f)  Equitable Relief.  Licensee acknowledges that a violation of this Section 2 would cause irreparable harm to mabl.  Accordingly, Licensee agrees that mabl shall, without limiting its other rights or remedies, have the right to seek and obtain immediate injunctive relief to enforce Licensee’s obligations under this Agreement without posting bond or offering proof of damages.
3.	Disclaimer of Warranty.  THE TOOL IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  mabl HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, WITH REGARD TO THE TOOL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.  LICENSEE SHALL BEAR ALL RISKS IN UTILIZING THE TOOL AS PROVIDED HEREUNDER.
4.	Limitation of Liability.  IN NO EVENT SHALL mabl HAVE ANY OBLIGATION OR LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY TYPE OR NATURE, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TOOL, OR IN CONNECTION WITH USE OF THE TOOL.  WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MABL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, DIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR INABILITY TO USE THE TOOL, EVEN IF MABL WAS AWARE OF OR WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
5.	Maintenance.  mabl shall have no obligation to maintain or support the Tool.
6.	Term and Termination.
	(a)  Term.  The initial term of this Agreement shall be for a period of one (1) year from the date entered into by Licensee’s installation, access or use of the Tool, subject to earlier termination as provided for in this Section.  Thereafter, this Agreement shall automatically renew for successive one (1) year renewal terms unless earlier terminated by a party.
	(b)  Termination.  mabl may immediately terminate this Agreement and the license to the Tool at any time for any or no reason, and without notice. Licensee may terminate this Agreement at any time by removing the Tool from their system and destroying all copies of the Tool and Documentation. Licensee’s unauthorized copying of the Tool or Documentation or disclosure of Confidential Information, or failure to otherwise comply with this Agreement will result in automatic immediate termination of this Agreement and the license to the Tool, and will make available to mabl legal remedies.
	(c)  Effect of Termination.  Following termination of this Agreement for any reason, the license granted hereunder will immediately terminate, and Licensee will(i) promptly cease use of the Tool and/or Documentation, and (ii) remove the Tool from all hard drives, networks and other storage media and destroy all copies of the Tool, Documentation and/or Confidential Information in Licensee’s possession or under Licensee’s control.
	(d)  Survival.  The terms of Sections 2(a), 2(c), 2(e), 2(f), and 3-7 shall survive any termination of this Agreement.
7.	General.
This Agreement constitutes the entire agreement between the parties and supersedes all prior statements and undertakings with respect to the subject matter.  All modifications to this Agreement shall be in writing and signed by an authorized representative of each party. The headings in this Agreement are for convenience only and shall not be used in the interpreting this Agreement.  Any failure by either party to enforce strict performance by the other of any provision herein shall not constitute a waiver of the right to subsequently enforce such provision or any other provision of this Agreement. Licensee may not assign its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of mabl.  The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' respective successors and permitted assigns.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflict of law principles.
