Binding Agreement and Definitions
This PRETCOORD License Agreement governs Licensee’s use of the license and related services provided by GIANTSTEP. GIANTSTEP licenses the software and other Licensed Materials only on the condition that Licensee accepts all terms and conditions contained in or referred to in this Agreement. (In this Agreement, GIANTSTEP and Licensee are individually referred to as “GIANTSTEP” or “Licensee” and collectively as the “Parties”.)
1.1 Licensee agrees to this Agreement by selecting the “I Accept” button or any other button or device designed to acknowledge agreement to the terms of this Agreement, or by installing, downloading, accessing or copying or otherwise using all or any portion of the Materials. This Agreement becomes effective from the date Licensee clicks the “I Agree” button or completes the equivalent consent process.
1.2 For the avoidance of doubt, if an employee of a corporation or entity that is Licensee has accepted this Agreement, the legal entity or organization represents and warrants that such employee is authorized to accept this Agreement. Additionally, if Licensee is a legal entity, Licensee may only install the Software or access the Services if Licensee is authorized to access or use the Licensed Materials on Licensee's behalf, unless otherwise agreed in writing by GIANTSTEP. Licensee is responsible for ensuring compliance with this Agreement by all Authorized Users and all others who may have access to the Licensed Materials through Licensee.
1.3 If Licensee is unwilling to accept this Agreement or do not have the power and authority to comply with Section 1.2, Licensee shall not select the “I Accept” button or click on any button or other mechanism designed to acknowledge agreement; You may not install, download, access or copy or use any of the Licensed Materials, in whole or in part. If the Licensee has acquired the Licensed Materials through simple negligence, the license fee may be refunded by returning the Licensed Materials within 30 days from the date of acquisition. However, an exception applies if acquired Licensed Materials are used.
1.4 The License is exclusive to the Licensee identified in the License Details and its Authorized Users If the license or related information is shared with users other than authorized users, GIANTSTEP may (i) suspend or disable use of the license without refund or compensation, and (ii) impose additional fees on the user based on unauthorized use. may be charged.
Definitions
2.1 “Agreement” means this License and Services Agreement, including all terms thereof, as the License and Services Agreement may be amended from time to time in accordance with the terms thereof).
2.2 “Affiliate" of a person or entity shall mean any entity that directly or indirectly Controls, is Controlled by, or is under common Control of such person or entity. For the purposes of this definition, "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of registered capital or voting securities, by agreement or otherwise.
2.3 “Authorized User” means:
2.3.1 Licensee's employees or individuals controlled by Licensee and authorized by Licensee to install or access the Licensed Materials. If prior written consent is obtained from GIANTSTEP, Authorized Users may include subcontractors, independent service providers, freelancers, and studios.
2.4 “PRETCOORD 3D Model” means any materials (i) included in the Licensed Materials or (ii) provided by GIANTSTEP through PRETCOORD, including, but not limited to, interfaces, graphics, design, information, artwork, data, code, software, and all other elements and the derivatives thereof.
2.5 “PRETCOORD Sample” means a sample provided by PRETCOORD in the Licensed Materials, including, but not limited to, sample patterns and designs, modules for patterns and designs, and expressions of components and elements used in patterns and designs. GIANTSTEP Samples may be modified where such modifications are permitted by the intended function of the Licensed Material.
2.6 “Brand Mark” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of GIANTSTEP and its Licensees.
2.7 “Fees” means “Annual Subscription Fees”, “Update Fees” or such other fees as shall be mutually agreed upon in writing by the parties, as applicable and set forth in the Invoice.
2.8 “Invoice” means a statement provided by PRETCOORD setting forth order number, products, fees and/or License details.
2.8.1 “License Details” refers to the license information provided to Licensee by GIANTSTEP exclusively for the purposes of this Agreement. This information is set forth in the invoice and includes details such as License Class, License Term, License Type, and authentication method for enterprise Licenses.
2.9 “License Class” means the license class specified by PRETCOORD for the Licensed Materials, including the following:
2.9.1 “Non-Fee Based License” If the License Details identify the License Class as a “Non-Fee Base License,” Licensee may install the specific Licensed Materials designated in the License Details and use the Trial License in accordance with the relevant Trial Purposes stipulated in Section 3.5.2. Non-Fee Based Licenses include Free Personal Licenses and Enterprise trial Licenses - each subject to separate terms and conditions.
2.9.2 “Fee-Based License” If the License Details identify the License Class as a “Fee-Based License,” Licensee may install the specified Licensed Materials designated in the License Details subject to the License Type to use it for Licensee’s internal business needs, stipulated in Section 3.5.2. Fee-Based Licenses include Enterprise Licenses - each subject to separate terms and conditions.
2.10 “License Term” means the Subscription Term, Trial Term or other term set out in the License Details or agreed to in writing by GIANTSTEP through this Agreement - each subject to separate terms and conditions stipulated in Seciton 3.
2.11 “License Type” are divided into Standalone or Single User or Multi User specified for the Licensed Materials - each subject to their separate terms, conditions, and authentication methods as stipulated in Section 4.
2.12 “Licensed Materials” means the Software, Supplementary Materials and User Documentation (a) made available to Licensee by GIANTSTEP for downloading, (b) pre-packaged and delivered electronically with this Agreement, or (c) otherwise accompanied by this Agreement. In particular, in the case of software, this means that the License Details are confirmed on the invoice and the corresponding fees have been paid by the Licensee. The Licensed Materials include, with out limitation, all error corrections, patches, service packs, updates and upgrades, and new versions of the Licensed Materials that PRETCOORD provides or makes available to Licensee.
2.13 “Licensee” means:
2.13.1 In the context of your individual use, you either
2.13.1.1 Individual, natural person (e.g., hobbyist, general public, etc.) - means an individual who uses the Licensed Materials for personal and exclusive use, is not a legal entity that is required to obtain a legal entity license under Section 3.6.1 to access the Licensed Materials, and is not a child under the age of 14. (However, if the age of the subscriber corresponds to that of a child in the country of the subscriber according to nationality and applicable law, "GIANTSTEP" may cancel the subscription, and the child's legal representative may also request cancellation of the subscription.)
2.13.1.2 a One Person Company, a Sole Proprietorship, a single-member LLC that does not elect to be treated as a corporation for tax purposes (“disregarded entity”), a freelancer, a self-employed independent contractor, or similarly situated self-employee otherwise in business for oneself - GIANTSTEP may retains the sole discretion to request documentation verifying entity status prior to granting access to the Licensed Materials;
2.13.2 In the context of enterprise use, a single Legal Entity to which the Licensed Materials is exclusively licensed. For clarification, unless otherwise mutually agreed and executed by both parties, “Licensee” refers only to a single, specifically identified Legal Entity, and does not include any Affiliate of any such Legal Entity.
2.14 “Internal Business Needs” means, with respect to the Licensed Materials, the use of such materials by an Authorized User of Licensee to satisfy the internal business requirements of Licensee in the ordinary course of such business. It is expressly understood and agreed between the parties that Licensee’s Internal Business Needs do not include providing or making available the Licensed Materials to any third party, under any circumstance.
2.15 “Licensee Work Product” means any original work created by Licensee using or incorporating the Software, including any modifications, derivatives, or customizations. Ownership is subject to the terms of the Agreement. Licensee Work Product shall not include any pre-existing materials or intellectual property of PRETCOORD or any third party, or any elements of the Software that were not created or modified by Licensee.
2.16 "Modification" means any substantial and original change by Licensee (but only to the extent permitted by the intended functionality of the Software and/or Supplemental Materials) to the substance of a PRETCOORD Sample or any change to the substance of the contents of a file containing a PRETCOORD Sample; and/or any new file that contains any part of a PRETCOORD Sample; all of which ensures that the PRETCOORD Sample is not the primary source of value and all of which possess an own degree of independent creativity through the Licensee. Modifications may not be made to Restricted PRETCOORD Samples.
2.17 “Third Party Software” means the copyrighted software of third parties that are used in the Software, the use of which is acknowledged.
2.18 “Permitted Number” means a maximum number (e.g., number of Authorized Users, number of concurrent users, number of computers, sessions, etc.) specified in the License Details applicable to a license of the Licensed Materials and to the License Type associated with such license. For clarity, the Permitted Number of concurrent users that may access the Software under Enterprise Licenses or Academic Licenses, on Licensee’s behalf is equal to the number of licenses purchased by Licensee under this Agreement.
2.19 “Restricted PRETCOORD Samples” means PRETCOORD 3D Model, non-modifiable dummies (and each of their elements), pre-designed clothing, trims and accessories (including but not limited to buttons, shoes, headwear, socks and gloves) and any other Licensed Materials specified as “Restricted Licensed Materials” (or similar verbiage). 2.20 “Services” means the various services provided byGIANTSTEP, including but not limited to PRETCOORD, PRET atelier.
2.21 “Software” means the proprietary computer program distributed or made available by GIANTSTEP specified in the License Details.
2.22 “Install” means, with respect to a computer program or other materials, to copy the program or other materials onto a hard disk or other storage medium.
2.23 “Uninstall” means remove or disable a copy of the Licensed Materials from a hard drive or other storage medium through any means or otherwise destroy or make unusable a copy of the Licensed Materials.
2.24 “Reseller” means a distributor or reseller who is authorized, directly or indirectly, by GIANTSTEP to distribute authentic Licensed Materials to Licensee.
2.25 “Supplemental Materials” means materials, other than the Software and related User Documentation, distributed or made available by GIANTSTEP for use with the Software. Supplementary materials include, but are not limited to, the PRETCOORD sample and the limited PRETCOORD sample.
2.26 “Updates” means, subject to the payment or continued payment of applicable Fees, any corrections, patches, maintenance, and/or replacement of a Software version with a new Software version as and when GIANTSTEP deems such Update is necessary to correct errors, remove, add or improve functionalities, and/or add service packs.
Unless otherwise specified, where GIANTSTEP makes Updates available to Licensee, GIANTSTEP’s obligations to support the previous version of the Software shall terminate in all respects following an Update thereto.
2.27 “User Documentation” means explanatory or instructional material for the Software or Supplementary Materials.
2.28 “Previous Versions” means, as to any then-current release of Licensed Materials, a prior release of the Licensed Materials as to which such then-current release is a successor or substitute (as determined by GIANTSTEP).
2.29 “Computer” means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).
License
3.1 License Grant. Subject to and conditioned on Licensee’s continuous compliance with this Agreement, PRETCOORD grants Licensee, for the duration of the applicable Subscription Term PRETCOORD grants Licensee a non-exclusive, non-sublicensable, non-transferable, personal, limited license to install and/or access the Licensed Materials, in each case solely (a) within the scope of the License Class, License Type and Permitted Number specified in the License Details, and (b) in accordance with the other terms of this Agreement.
3.2 Effects of upgrades. If GIANTSTEP or a Reseller provides Licensee with an Upgrade to other Licensed Materials previously licensed to Licensee, the Licensed Materials previously licensed to Licensee and any other Licensed Materials relating thereto will thereafter be deemed to be a “Previous Version.” the license grant and other rights with respect to any Previous Version will terminate one hundred twenty (120) days after Installation of the Upgrade. Within such one hundred twenty (120) day period (a) Licensee must cease all use of any Previous Version and Uninstall all copies of the Previous Version, and (b) upon expiration of such period, such Previous Version will no longer constitute Licensed Materials but rather will be deemed to be Excluded Materials and Licensee will no longer have a license for any such Previous Version. At PRETCOORD’s request, Licensee agrees to destroy or return to PRETCOORD or the Reseller from which they were acquired all copies of the Previous Version. PRETCOORD reserves the right to require Licensee to show satisfactory proof that all copies of any Previous Version have been Uninstalled and, if so requested by PRETCOORD, destroyed or returned to Autodesk or the Reseller from which they were acquired.
3.3 Additional Terms. The Licensed Materials (or portions thereof) may be subject to terms (e.g., terms accompanying such Licensed Materials or made available in connection with ordering, installing, downloading, accessing, using or copying such Licensed Materials) that are in addition to or different from the terms set forth in this Agreement. GIANTSTEP will provide such additional or different terms to Licensee, and Licensee shall promptly (but no later than 10 days after being provided with such terms) provide its consent to such terms or reject.
3.4 Other Materials. If GIANTSTEP provides or makes available to Licensee any additional materials associated with the Licensed Materials, including Updates to the Licensed Materials or any Supplemental Materials or User Documentation, (a) if there are no other terms for such additional materials, they will be subject to the same terms as the Licensed Materials; or (b) such additional materials may include or be subject to other terms in addition to or different from the terms set forth in this Agreement (including, without limitation, additional or different fees, Agreement, or restrictions on use). PRETCOORD will provide such additional or different terms to Licensee, and Licensee shall promptly (but no later than ten (10) days after being provided with such terms) provide its consent to such terms or reject.
3.5 License Class, Terms and Conditions
3.5.1 Non-Fee Based License. If the License Details specifies the License Class as Non-Fee Based License, Licensee receives access to the then-current version of the Software that GIANTSTEP makes available on its website. GIANTSTEP may terminate the Non-Fee based license offer at any time in its sole discretion.
3.5.1.1 Personal Free License. Licensee qualified under Section 2.12.1 may install the specified Licensed Materials designated in the License Details solely for Personal Purposes only, and may only allow a single Authorized User (natural person) to access the Licensed Materials.
3.5.1.2 Enterprise Trial License. Licensee qualified under Section 2.12.2. Licensees may install the Licensed Materials specified in the License Details solely for enterprise trial licensing purposes after separate consultation with GIANTSTEP, and only Authorized Users will be permitted to access copies of such Licensed Materials. “Enterprise Trial License Purposes” means try-before-purchase purposes and excludes competitive analysis and commercial, professional or other for-profit purposes. For clarity, Enterprise Trial License Purposes does not include making available the Licensed Materials (or work product made through the Licensed Materials) to any third party, including but not limited to, studios and/or independent contractors.
Enterprise trial licenses have a specified period of use, which is determined after consultation between the parties at the time of provision of the license. Once the license expires, it cannot be extended or renewed (unless the parties mutually agree).
Any violation of the spirit or letter of the Section herein - as determined in the sole discretion of GIANTSTEP - shall be subject to technical and legal remedies including but not limited to immediate suspension or termination (without prior notice) of the Licensed Materials.
3.5.2 Fee-Based License
3.5.2.1 Enterprise License. Licensee qualified under Section 2.12.2 may install the specified Licensed Materials designated in the License Details solely for an Enterprise Purpose. Depending on the License type, Licensee may install specified Licensed Materials and allow access to those Licensed Materials only to Authorized Users; Personal Licenses are not available if you qualify for an Enterprise License. GIANTSTEP reserves the right to solely determine Licensee's eligibility and to take any action it deems appropriate to ensure Licensee's compliance.
License Type
4.1 All Licenses are based on online authentication. In order for an Authorized User to access the Licensed Materials after online authentication, the Authorized User's User ID and password must be authenticated, and an Internet connection is required for all types of Licenses.
4.2 Personal License
4.2.1 Standalone. This License allows an individual to use one account on one computer. When a Licensee accesses the software with an account that owns the License, computer device information is registered with that account. Accounts with registered device information cannot be used on other computers until the device information is deactivated. To access from another computer, Licensee must log in to the account on the PRETCOORD website and release the connected device. Afterward, the device information of the newly installed software on a new computer will be re-registered.
4.3 Enterprise License. A company wishing to purchase a License or its authorized representative can request an Enterprise License purchase from GIANTSTEP and receive an enterprise account. As a Licensee, the Enterprise License Administrator can manage multiple sub accounts under a single Enterprise Account. Sub accounts are accounts used by Authorized Users. An enterprise account can have multiple License bundles, which can be assigned to sub accounts to Authorized User. Enterprise accounts do not have access to Licensed Materials, so Licensees must be provided with a sub account to use the License Materials.
4.3.1 Single User. This is an Enterprise License that allows one sub account per user on one device. When an Authorized User accesses the software with an account that holds the License, computer device information is registered with that account. Accounts with registered device information cannot be used on other computers until the device information is deactivated. To access from another computer, the Authorized User must log in with the corresponding account on the PRETCOORD website and release the connected device or contact the Enterprise License Administrator. Afterward, the device information of the newly installed software on a new computer will be re-registered.
4.3.2 Multi User. This is an Enterprise License that allows multiple Authorized Users to share one sub account. Sub accounts allow you to log in from any computer within the enterprise IP range. Authorized users can log in simultaneously up to the number of license copies. If all license copies are being used, authorized users will not be able to access the sub account.
Limitation and Exclusions
5.1 Unauthorized Use. In addition to such other Licensee obligations specified in this Agreement, the Licensee shall not (a) acquire Licensed Materials through illegal means or in violation of or in a manner inconsistent with this agreement, (b) install or access Licensed Materials beyond the applicable license term or outside the scope of the License Type or Permitted Number, (c) distribute, rent, loan, lease, sell, sublicense, transfer, or otherwise provide access to all or any portion of the license materials to any person or Legal Entity, except as expressly set forth in this agreement or as expressly authorized in writing by GIANTSTEP, (d) remove alter or obscure any proprietary notices, label or marks in the Licensed Materials, (e) decompile, disassemble or otherwise reverse engineer the Licensed Materials. Moreover, the Licensee shall not (f) translate, adapt, arrange, or create derivative works based on, or otherwise extract from or modify the Licensed Materials for any purpose, provided however Licensee may make Modifications to PRETCOORD Samples where such modifications are permitted by the intended functionality of the Licensed Materials. Also, (g) permit the Licensed Materials to be used on a service bureau, time sharing basis or otherwise, (h) distribute PRETCOORD Samples as Licensee’s work product without substantial and original material Modifications, which were independently created by the Licensee and possess its own degree of creativity through the Licensee, (i) distribute restricted PRETCOORD samples, or (j) otherwise use the Licensed Material for any purpose other than the intended use and functionality of the Licensed Material. The parties acknowledge and agree that no license is granted (whether expressly, by implication or otherwise) under this Agreement (and this Agreement expressly excludes any right).
5.2 Effect of Unauthorized Use. Licensee will not engage in, and will not permit or assist any third party to engage in any of the uses or activities prohibited in or inconsistent with this Agreement (collectively, “Unauthorized Uses”). Any such Unauthorized Use, and any installation of or access to the Licensed Materials provided under this Agreement outside of the scope of the applicable license grants or otherwise not in accordance with this Agreement, constitute a breach of this Agreement. Licensee shall notify GIANTSTEP promptly of any such known or suspected Unauthorized Uses or other unauthorized installation or access.
5.3 Circumvention. Licensee may not (i) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by PRETCOORD in connection with the Licensed Materials, or (ii) install or access the Licensed Materials with any product code, authorization code, serial number, or other copy-protection device not supplied by PRETCOORD directly or through a Reseller. Without limitation of the generality of the foregoing, Licensee may not utilize any equipment, device, software, or other means to circumvent or remove any protection measure provided or made available by PRETCOORD for managing, monitoring or controlling installation of or access to the Licensed Materials. GIANTSTEP will have no responsibility or liability for any problems arising from the combination or connection of the Licensed Materials or other data created by the Licensee with work products or other data created in any other way.
5.4. PRETCOORD 3D Model
5.4.1. Without the prior written consent of GIANTSTEP, the Licensee may not (a) distribute, sell, monetize, publish, post, or otherwise disseminate the PRETCOORD 3D model on an e-commerce website or (b) distribute it as part of advertising, marketing or promotional media (collectively, ""Disseminate""). However, exceptions are made in cases where a fee is paid to GIANTSTEP and prior consent is obtained, or a royalty fee is paid.
5.4.2. Sample Distributions. Licensee shall have the right to use PRETCOORD 3D Model in conjunction with Modifications to send as samples to suppliers, customers, factories, and Affiliates (collectively, “Sample Distribution”) without having to comply with Section 5.4.1 provided that:
5.4.2.1. such suppliers, customers, factories, or Affiliates and their respective personnel do not gain access to any other component of the Licensed Materials by virtue of such Sample Distributions (unless such suppliers, customers, factories, or Affiliates have purchased or received from PRETCOORD their own licenses to the Licensed Materials); and
5.4.2.2. When distributing samples, they are provided in accordance with the standards set by GIANTSTEP in accordance with the specifications provided by GIANTSTEP.
All Rights Reserved
6.1 GIANTSTEP retains all right, title and all other rights, including all related copyrights, trademarks, trade secrets, patents and other intellectual property rights, in the Licensed Materials. We only retain licenses limited to the scope of use permitted by the license. Licensee acknowledges and agrees that Licensee has not purchased the Licensed Materials, but rather has obtained from GIANTSTEP the right to install and access the Licensed Materials. Any updates to the Services or Software are also subject to this Agreement.
6.2 The structure and organization of Software included in the Licensed Materials, any source code or similar materials relating to such Software, any API Information and Development Materials, and any other Licensed Materials identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information of, GIANTSTEP and its suppliers, and (a) may not be distributed, disclosed or otherwise provided to third parties, and (b) may be used only internally and only in conjunction with and for Licensee’s own authorized internal use of the Licensed Materials.
Privacy and Use of Information, Connectivity and Activation
7.1 Privacy and Use of Information; Connectivity. The Licensee acknowledges and agrees that GIANTSTEP (and/or third parties acting on behalf of GIANTSTEP) may automatically collect certain information and data of Licensee, including, but not limited to, USER IDs, encrypted passwords, the specifications of hardware utilized by Authorized Users to access the Licensed Materials (HWIDs), use logs and IP addresses (""Licensee Data"") through the customer information forms or otherwise. The Licensee Data is used solely for purposes of user registration, activation, providing update notifications and update options, updating, validating, monitoring, installation, providing technical support, and such other purposes reasonably necessary to monitor, maintain, provide and improve the Software. For clarity, how Licensee Data is collected, used, shared, or otherwise processed information is governed in accordance with PRETCOORD Privacy Policy. Licensee hereby consents to (i) GIANTSTEP (and/or third parties acting on behalf of GIANTSTEP) monitoring, maintaining, using, storing and disclosing such Licensee Data within the scope of and solely as permitted under this Agreement, including the storage of Licensee Data in data centers hosted by third party providers; (ii) the transfer of Licensee Data across international borders where GIANTSTEP and GIANTSTEP Affiliates operate; and that (iii) certain aspects of the Licensed Materials require Licensee's access to and use of content and services that are hosted on websites maintained by GIANTSTEP. Accessing such content or services and use of Licensed Materials will cause Licensee's computer, without additional notice, to connect automatically to the Internet and to communicate with GIANTSTEP. Licensee acknowledges and agrees that such policies may be changed from time to time by GIANTSTEP and that, effective upon posting on GIANTSTEP’s website or other written notice from GIANTSTEP, Licensee will be subject to such changes.
7.2 Activation and Security.
7.2.1 Activation Code. Installation of and Access to the Licensed Materials require, and the continued use thereof may from time to time require, activation codes issued by GIANTSTEP. Registration may be required before an activation code is issued by GIANTSTEP. Licensee will provide GIANTSTEP and its Reseller with any information required for such registration and agrees that any information provided to GIANTSTEP or its Reseller will be accurate and current. Licensee will also maintain and update Licensee’s registration information, on an ongoing basis, through customer data registration processes, including without limitation the Customer Information Form, which may be provided by GIANTSTEP. Licensee acknowledges and agrees that GIANTSTEP may use such information in accordance with its Privacy Statement.
7.2.2 Disabling Access. Licensee acknowledges and agrees that installation of and access to Licensed Materials may be disabled by the activation, security, and technical protection mechanisms if Licensee tries to transfer all or a part of the Licensed Materials to another computer, if Licensee tampers with the technical protection policy or date-setting mechanisms on a computer or in the Licensed Materials, if Licensee uses the Licensed Materials past an applicable relationship program period or fixed term, or if Licensee undertakes certain other actions that affect the security mode or under other circumstances and that, in any such event, Licensee’s access to Licensee’s work product and other data may be affected.
7.2.3 Affected Data. Work product and other data created with Licensed Materials made available under certain License Types, including licenses that limit the permitted purpose to educational purposes or personal learning purposes, may contain certain notices and limitations that make the work product and other data usable only in certain circumstances (e.g., only in the education field). In addition, if Licensee combines or links work product or other data created with such Licensed Materials with work product or other data otherwise created, then such other work product or data may also be affected by these notices and limitations. GIANTSTEP will have no responsibility or liability whatsoever if Licensee combines or links work product or other data created with such Licensed Materials with work product or other data otherwise created. In addition, Licensee will not remove, alter or obscure any such notices or limitations.
Limited Warranty and Disclaimers
8.1 Limited Warranty. GIANTSTEP warrants that, as of the date on which the Licensed Materials (and hardware media, if any, on which such Licensed Materials are contained) are delivered to Licensee and for ninety (90) days thereafter or if the License Term is shorter, such shorter period ("Warranty Period"), the Licensed Materials will provide the features and functions described in the User Documentation portion of the Licensed Materials. GIANTSTEP's entire liability and Licensee's exclusive remedy during the Warranty Period ("Limited Warranty") will be, with the exception of any statutory warranty or remedy that cannot be excluded or limited under law, at GIANTSTEP's option, (i) to attempt to correct or work around errors, if any, or (ii) to refund the Annual Subscription Fee paid by Licensee and terminate this Agreement or the license specific to such Licensed Materials. Such refund is subject to the return of the Licensed Materials to giantstep. GIANTSTEP does not seek to limit licensee's warranty rights to any extent not permitted by law. For the avoidance of doubt, GIANTSTEP makes the limited warranty set forth in this section only for the licensed materials that are purchased or acquired through legal and valid process as required in this agreement.
8.2 Disclaimer.
8.2.1 equipment. The licensee acknowledges that in order to access the licensed materials, the licensee must provide all equipment and software necessary, including but not limited to, a computer, internet access, and/or data fees. GIANTSTEP shall not be responsible for any fees or charges incurred by the licensee in connection with accessing the services, including but not limited to, internet fees, data fees, or any other third party fees. The licensee agrees to assume full responsibility for all such fees and charges.
8.2.2 Except For The Express Limited Warranty Provided In Section 8.1, And To The Maximum Extent Permitted By Applicable Law, GIANTSTEP, Its Affiliates, Licensors And Third Party Providers, Or Their Respective Directors, Officers, Employees Or Agents (Collectively " GIANTSTEP Parties"), Make, And Licensee Receives, No Warranties, Representations, Or Conditions Of Any Kind, Express Or Implied (Including, Without Limitation, Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose, Or Non-Infringement, Or Warranties Otherwise Implied By Statute Or From A Course Of Dealing Or Usage Of Trade) With Respect To Any Licensed Materials.
8.2.3 Licensee Expressly Agree That Its Use Of, Or Inability To Use, The Licensed Materials Is At Its Sole Risk. Giantstep will have no liability whatsoever as a result of loss or damage to content, or failure to store or encrypt content. The licensed materials and any content appearing on the services, including user content, and licensed materials, are provided on an "as is" and "as available" basis. Unless otherwise specified by law, GIANTSTEP parties makes no representations, warranties, conditions or other terms of any kind, either express or implied, about the services or licensed materials.
8.2.4 except as specified in section 8.1, any statements or representations about the licensed materials and their features or functionality in the licensed materials or any communication with licensee are for information purposes only, and do not constitute a warranty, representation, or condition. without limiting the foregoing, GIANTSTEP does not warrant: (a) that the operation or output of the licensed materials will be uninterrupted, error-free, secure, accurate, reliable, or complete; (b) that errors will be corrected by GIANTSTEP or any third party; or (c) that GIANTSTEP or any third party will resolve any particular support request or that such resolution will meet licensee's requirements or expectations. nothing in the foregoing restricts the effect of warranties or conditions which may be implied by law which cannot be excluded, restricted or modified notwithstanding a contractual restriction to the contrary.
Limitation of Liability
9.1 Limitation of Type and Amount of Liability
9.1.1 In the context of Licensee defined under section 2.13.1, in no event will GIANTSTEP parties be liable for any indirect, special, punitive, incidental, or consequential damages however caused. In the event any claim relating to the performance or non-performance by GIANTSTEP pursuant to this agreement, or in any other way concerning the Licensed Materials, the actual damages to which Licensee may be entitled shall be limited to the fees, if any, paid by the Licensee for the use of the Licensed Materials in the 180 day period preceding Licensee's claim and if Licensee has not paid any amounts during that time period, Licensee acknowledges that its sole remedy shall be to cease using the Licensed Materials and terminate its account.
9.1.2 In the context of Licensee defined under section 2.13.2, in no event will GIANTSTEP parties have any liability (directly or indirectly) for any incidental, special, indirect, consequential or punitive damages (including but not limited to loss of profits, use, revenue, data or business opportunity; or for business interruption) regardless of the legal theory for seeking such damages or other liability. In addition, the cumulative liabilities of GIANTSTEP and its suppliers arising out of or relating to any Licensed Materials or services will not exceed the total amount paid by Licensee for such Licensed Materials.
9.2 Application of and Basis for Limitations
9.2.1 The limitations of liability in this section will apply to the maximum extent permitted by applicable law to any damages or other liability arising out of or relating to this agreement, however caused and regardless of the theory of liability, whether derived from contract, tort (including, without limitation, negligence) or otherwise. Even if GIANTSTEP has been advised of the possibility of such liability and regardless of whether the limited remedies available hereunder fail of its essential purpose.
9.3 Third-Party Merchants & Providers. The services may enable Licensee to order and receive products, information and services from third parties that are not owned or operated by GIANTSTEP. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between Licensee and such Third Parties. GIANTSTEP does not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services. GIANTSTEP will not be a party to or in any way be responsible for monitoring any transaction between Licensee and Third-Party providers of such products, services, or information, or for ensuring the confidentiality of Licensee's credit card information. Any separate charges or obligations Licensee incurs in its dealings with these Third Parties are its responsibility and are not part of the fee, if any, charged for the services. In addition, the services may prompt Licensee to establish an account with a third party not owned or operated by GIANTSTEP. The agreement and understanding with any such Third Party is solely between Licensee and such Third Party. GIANTSTEP will not be a party to or in any way responsible for such agreement with a Third-Party. Any disputes Licensee may encounter with such Third Parties shall be settled solely between Licensee and such Third Party.
Term and Termination
10.1 Term. This Agreement shall be effective from the Effective Date and shall act in accordance with the License Term.
10.1.1 License Term. Each license under this Agreement, with respect to each specified set of Licensed Materials covered by this Agreement, will become effective as of the latest to occur of (a) upon delivery of the specific Licensed Materials if the license in question is purchased pursuant to License Details executed by the parties, or (b) the starting date of License Term specified in the License Details.
10.1.2 With respect to any Licenses purchased by Licensee under this Agreement, GIANTSTEP's corresponding obligations to Licensee under this Agreement during the applicable Term are conditioned upon Licensee's payment of the applicable Fee for that Term, as set forth in the Invoice. Personal license users who can use the license without a separate purchasing process are exempt from this condition.
10.2 Termination or Suspension.
10.2.1. General Termination Procedure. Each GIANTSTEP or Licensee may terminate this Agreement for convenience, upon sixty (60) days prior written notice; provided that the Agreement shall not terminate until all then-active Subscription Terms of all prepaid Annual Subscription Licenses issued hereunder expire.
10.2.2. Automatic Termination of the Agreement. This Agreement will terminate automatically without further notice or action by GIANTSTEP if Licensee goes into liquidation.
10.2.3. Termination by GIANTSTEP. GIANTSTEP or Licensee may terminate this agreement if one of following case occurs. In the case specified in (2) and (3) GIANTSTEP may immediately terminate this agreement and Licensee's license as to Licensed Materials without prior or subsequent notice.
(1) If the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach,
(2) If Licensee is in breach of Section 3 or Section 5, GIANTSTEP may terminate this Agreement and Licensee's license to Licensed Materials immediately, without prior or further notice to Licensee
(3) If Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee's creditors
10.2.4. Suspension. GIANTSTEP may, as an alternative to termination, suspend Licensee's license to the Licensed Materials and/or other GIANTSTEP obligations or Licensee rights under this Agreement, if Licensee fails to pay the applicable Fees to GIANTSTEP or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license or other associated materials. GIANTSTEP may also terminate this Agreement Each of GIANTSTEP or Licensee may terminate this Agreement if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach; however, if Licensee is in breach of Section 3 or Section 5, GIANTSTEP may terminate this Agreement and Licensee's license to Licensed Materials immediately, without prior or further notice to Licensee. In addition, GIANTSTEP may, as an alternative to termination, suspend Licensee's license to the Licensed Materials and/or other GIANTSTEP obligations or Licensee rights under this Agreement, if Licensee fails to pay the applicable Fees to GIANTSTEP or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license or other associated materials. GIANTSTEP may also terminate this Agreement. 10.3 Effect of Termination of Agreement or License. Upon termination or expiration of this Agreement, the licenses granted hereunder will terminate and Licensee will not be able to access or retrieve any content associated with the account. Any Annual Subscription Licenses not so renewed expire at the end of the applicable License Term. Upon termination or expiration of any license granted to Licensee: (a) Licensee must cease all use of the Licensed Materials to which such license applies and uninstall all copies of the Licensed Materials; (b) at GIANTSTEP's request, Licensee agrees to destroy or return to GIANTSTEP all the Licensed Materials; and (c) GIANTSTEP reserves the right to require Licensee to show satisfactory proof that all copies of the Licensed Materials have been uninstalled and, if so requested by GIANTSTEP, destroyed or returned to GIANTSTEP.
10.4 Survival. Sections 1 (Binding Agreement), 3 (License), 4 (License Type), 5 (Limitation and Exclusions), 6 (All Rights Reserved), 7 (Privacy and Use of Information, Connectivity and Activation), 8 (Limited Warranty and Disclaimers), 9 (Limitation of Liability), 10 (Term and Termination) and 12 (General Provisions) will survive any termination or expiration of this Agreement.
Confidentiality
11.1 Confidentiality. In the course of performance of this Agreement and/or as part of discussions leading up to this Agreement, one party and/or its Affiliate (the "Disclosing Party") may disclose or may have already disclosed to the other party (and/or its Affiliate), or received or will receive from the other party (and/or its Affiliate) (the "Receiving Party") information relating to the subject matter of this Agreement and the Disclosing Party's business (including, without limitation, pricing information, information related to MD's software). Such information shall be considered to be the Disclosing Party's "Confidential Information" - whether disclosed or received, directly or indirectly, before or after the Effective Date, in oral, written, or any other format or media whatsoever. The Receiving Party agrees that it will take and apply the same steps and protection levels to protect the confidentiality of the Disclosing Party's Confidential Information as it takes to protect its own proprietary and confidential information. The Receiving Party shall protect and keep confidential and shall not use, publish or otherwise disclose to any third party, except as contemplated by this Agreement or with the Disclosing Party's prior written consent, the Disclosing Party's Confidential Information during and after the term of this Agreement. Notwithstanding the foregoing, Licensee agrees and acknowledges that GIANTSTEP may share Licensee's Confidential Information to third party contractors for the exclusive purpose of providing services to Licensee in relation to this Agreement; provided that GIANTSTEP shall remain fully liable for acts and omissions of any such contractor in breach of this Agreement. For purposes of this Agreement, Confidential Information shall not include such information that: (a) was known to the Receiving Party at the time of disclosure of it to the Receiving Party by the Disclosing Party hereunder; or (b) was generally available to the public or was otherwise part of the public domain at the time of disclosure or became generally available to the public or otherwise part of the public domain after disclosure other than through any act or omission of the Receiving Party in breach of this Agreement; or (c) became known to the Receiving Party after disclosure from a source that had a lawful right to disclose such information to others; or (d) was independently developed by the Receiving Party where such independent development can be established by written documentation.
11.2 Permitted Disclosure. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party and/or the terms and conditions of this Agreement pursuant to a subpoena or other court process only (i) after having given the Disclosing Party prompt notice of the Receiving Party's receipt of such subpoena or other process and (ii) after the Receiving Party has given the Disclosing Party a reasonable opportunity to oppose such subpoena or other process or to obtain a protective order. Confidential Information of the Disclosing Party in the custody or control of the Receiving Party shall be promptly returned or destroyed upon the earlier of (i) the Disclosing Party's written request or (ii) termination of this Agreement.
General Provisions
12.1 Publicity. Each party may use the other party's Brand Mark in connection with this Agreement only as permitted in the Agreement. Licensee may state publicly that it is a PRETCOORD customer and display PRETCOORD 's Brand Mark in accordance with this Agreement. PRETCOORD may (a) state that Licensee is a PRETCOORD customer and (b) include Licensee's name or Brand Mark in a list of PRETCOORD customers or users on the PRETCOORD website and other marketing or promotional materials. Any use of a party's Brand Mark will inure to the benefit of the party holding proprietary rights to that Brand Mark. A party may revoke the other party's right to use its Brand Mark with written notice to the other party and a reasonable period to stop the use. Notwithstanding the foregoing, neither party may disclose the specific terms of this Agreement or issue a public statement or press release regarding this Agreement without the prior written consent of the other party.
12.2 Notices. Notices in connection with this Agreement by either party will be in writing and will be sent by electronic mail to the email address set forth on the Signature Page hereto. Notices will be effective one (1) business day after written confirmation via an email from the Receiving Party of its receipt of such notice; except that, if the sender of the initial email notice has not received such written confirmation of receipt from the Receiving Party within three (3) business days of the initial email notice being sent, the sender can resend such notice by other means, and as soon as the notice is resent, the effective date of the notice will be deemed to be the date on which the initial email notice was sent. In each case, the notice must specifically reference that the notice is given under this Agreement.
12.3 Legal Notices. Licensee hereby consents to service of process being effected on Licensee by email sent to the address provided by Licensee to GIANTSTEP if so permitted by applicable law.
12.4 Indemnification
12.4.1 Licensee will defend, indemnify and hold harmless GIANTSTEP, its Affiliates and their respective officers, directors, agents and employees (the "GIANTSTEP Indemnified Parties") from and against any and all claims, actions, liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees and costs (each a "Claim"), arising from, asserted to, arise from, or related in any way to:
(a) breach or alleged breach of confidentiality or of its obligations under Section 9;
(b) violation (including any alleged violations) of applicable anti-corruption laws;
(c) damages to real or tangible personal property and/or bodily injury or death to any person arising out of or in connection with this Agreement except to the extent that such damages, injury or death were caused by the gross negligence or willful misconduct of the GIANTSTEP Indemnified Parties;
(d) any proceeding brought against any GIANTSTEP Indemnified Party for any violation of legally protected rights of any third parties, including but not limited to, patents, copyright, trade secret, unfair competition, or any and all other Claims arising out of the use by GIANTSTEP and/or any other information furnished by or created by Licensee in connection to this Agreement; and/or
(e) breach of its Unauthorized Uses obligations under Section 5
12.5 Equitable Remedies. Licensee acknowledges that the rights granted and obligations made under these Terms are unique and irreplaceable, and that any breach or anticipatory breach by Licensee will cause irreparable harm to GIANTSTEP, which cannot be fully compensated by monetary damages alone. As such, GIANTSTEP shall be entitled to seek injunctive or other equitable relief without the obligation of posting a bond or proving actual damages. By agreeing to these Terms, Licensee irrevocably waives its right to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, the use of any advertising or other materials issued in connection with the Services, or the exploitation of any content or material used or displayed through the Services. Licensee agrees that its sole remedy for any breach of these Terms shall be limited to monetary damages, to the extent permitted by law and these Terms.
12.6 Governing Law and Jurisdiction.
12.6.1 In the context of Licensee defined under Section 2.12.1, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within five (5) year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such a five (5) year period, such claim or cause of action are forever barred.
12.6.2 For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief shall resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. The party requesting relief shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) all aspects of the arbitration shall be conducted in the English language; (c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (d) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
12.6.3 All claims Licensee brings against GIANTSTEP must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should Licensee file a claim contrary to this Section, GIANTSTEP shall be entitled to recover attorneys' fees and costs up to $2,000, provided that GIANTSTEP has notified Licensee in writing of the improperly filed claim, and Licensee has failed to promptly withdraw the claim.
12.6.4 In the contest of Licensee defined under Section 2.12.1, in the event of any dispute, controversy, claim, question or disagreement (a "Claim") arising out of or related to this Agreement or the breach thereof, any issue that arises under this Agreement, prior to taking any other dispute resolution measure, the parties agree to attempt to resolve the dispute amicably and informally to help get the parties to a resolution and control costs for both parties. The parties agree to make a good-faith effort to negotiate any dispute between the parties for at least thirty (30) calendar days ("Informal Resolution"). If the parties fail to resolve such Claim amicably, any Claim arising out of or related to this Agreement shall be subject to the exclusive governing law, jurisdiction and venue of the state of Republic of Korea, without recourse to the principles of conflicts of laws. Notwithstanding the foregoing, nothing in the foregoing will prevent GIANTSTEP from bringing an action for infringement of intellectual property rights in any country where such infringement has occurred.
12.7 No Assignment. Licensee may not assign this Agreement or any rights or obligations hereunder without GIANTSTEP's prior written consent, which may be withheld in GIANTSTEP's sole and absolute discretion. Any unauthorized assignment by Licensee will be void.
12.8 Changes to Terms and Services. Licensee acknowledges that GIANTSTEP has been, is, and will be constantly making changes to the Services. These changes include modifications to features, functions or abilities of any element of the Services. All descriptions, images, references, features, content, specifications, products and prices of products and services described or depicted on the Services, are subject to change (including availability) at any time without notice. GIANTSTEP reserves the right to modify, amend, update, or change the terms of this Agreement and its Services, in whole or in part, at any time and without prior notice to the Licensee. The Licensee agrees that it is its responsibility to review the Agreement periodically to be aware of any changes and/or updates. GIANTSTEP will notify the Licensee of any changes to this Agreement via email, in-Service notice, or any other means of communication. Continued use of the Services after any changes shall constitute acceptance of such changes. GIANTSTEP further reserves the right to modify or discontinue any aspect or feature of the Service, with or without notice to the Licensee. GIANTSTEP will notify the Licensee no less than thirty (30) days in advance if it modifies the pricing for access to or use of the service, or imposes new fees. If the licensee continues to use of the Services or failure to terminate its account within the thirty (30) day notice period shall be deemed an acceptance of the modified pricing terms.
12.9 Open Source Software and Other Software. The Software may include Third Party Software, including open source software, that is subject to separate license terms and notices. Licensee acknowledges and agrees that all Third Party Software and related intellectual property rights are owned by its respective licensors and remain subject to their own license terms and conditions. Licensee's use of any Third Party Software is subject to both these Terms and any applicable third-party license terms and restrictions, including any end user license agreement. Notwithstanding any conflicting terms in Third Party Software licenses, the warranty disclaimer and liability limitation provisions in these Terms shall also apply to such Third Party Software. Certain components of the Software and Third Party Software may be made available as Open-Source Components, subject to separate end user license agreements. Nothing in these Terms shall limit Licensee's rights under or grant Licensee rights that supersede the terms and conditions of any applicable open source license for such components.
12.10 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision or any other provision of this Agreement in any other jurisdiction.
12.11 No Waiver. No term or provision of this Agreement will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against which the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. For clarity, GIANTSTEP's failure to exercise or enforce any right or provisions of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
12.12 Audits. Licensee agrees that GIANTSTEP has the right to require an audit (electronic or otherwise) of the Licensed Materials and the installation thereof and access thereto. As part of any such audit, GIANTSTEP or its authorized representative will have the right, on at least ten (10) days' prior notice to Licensee, to inspect Licensee's records, systems and facilities to verify that the use of any and all of the Licensed Materials is in conformance with this Agreement. Licensee will provide full cooperation to enable any such audit. If GIANTSTEP determines that Licensee's use is not in conformity with the Agreement, Licensee will obtain immediately and pay for valid license(s) to bring Licensee's use into compliance with this Agreement and other applicable terms and pay the reasonable costs of the audit. In addition to such payment rights, GIANTSTEP reserves the right to seek any other remedies available at law or in equity, whether under this Agreement or otherwise.
12.13 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
12.14 Force Majeure. GIANTSTEP will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from acts of God, supplier delays, strikes, work stoppages, computer failure or power blackouts or malfunction of utility or data loss and any such circumstances beyond its reasonable control which cause interruption, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, epidemics, pandemics and other causes beyond GIANTSTEP's reasonable control.
12.15 Export Control. Licensee acknowledges and agrees that the Licensed Materials and Services (including any data submitted by Licensee in connection with a Service and any Licensee-specific output generated by a Service) are subject to compliance with Republic of korea and other applicable country export control and trade sanctions laws, rules and regulations (collectively, "Export Control Laws"). Licensee understands that the requirements and restrictions of the Export Control Laws as applicable to Licensee may vary depending on the Licensed Materials provided under this Agreement and may change over time. Licensee shall be solely responsible for (i) determining the precise controls applicable to the Licensed Materials, and (ii) complying with the Export Control Laws and monitoring any modifications to them. If Licensee learns that license materials or Services have been provided to any person or entity in violation of the Export Control Laws, Licensee will notify GIANTSTEP immediately. If GIANTSTEP determines that a violation of the Export Control Laws should be disclosed to the applicable export control authority, provide such assistance and information as GIANTSTEP reasonably requests in connection with such disclosure.
12.16 Entire Agreement. This Agreement and any other terms referenced in this Agreement (such as the Services Terms) constitute the entire agreement between the parties with respect to the subject matter hereof, except that particular license materials may be subject to additional or different terms associated with such license materials. No Click-Through Agreement embedded in any of Licensee's supplier or vendor portals, or invoice or payment processing systems, processes, or forms shall be binding upon GIANTSTEP, even if use thereof requires an affirmative "acceptance" of such Click-Through Agreement before access or use of those portals, systems, processes, or forms are permitted. All such Click-Through Agreements shall be of no force or effect and are hereby rejected by the parties in their entirety. The parties acknowledge that, in entering into this Agreement, they are not relying on any agreements, discussions, communications, agreements, representations, warranties, advertising or understandings other than as expressly set forth in this Agreement. Licensee acknowledges and agrees that GIANTSTEP may add to or change the Services Terms from time to time, provided that GIANTSTEP will provide written notice of the additions or changes (and may allow Licensee not to renew, may permit Licensee to terminate, and may offer other options with respect to Services) before the additions or changes are effective as to Licensee. Any modifications to this Agreement will be invalid unless agreed to in a writing signed by an authorized representative of GIANTSTEP and Licensee. If the parties have executed a mutual non-disclosure agreement prior to this Agreement, the mutual non-disclosure agreement shall remain in effect and Section 9.1 shall not apply to it.