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Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 <br /> mindbose <br /> By versaterm -...- -.. <br /> ensure proper operation of the Subscription Software. Customer agrees not to give access to <br /> or share the Subscription Software to unauthorized third parties or unauthorized individuals. <br /> Mindbase may audit usage data if there is reasonable suspicion of unauthorized access or <br /> sharing. Customer shall ensure that Authorized Users are provided with a notice of such <br /> monitoring.= <br /> 14.4. Assignment and Subcontracting.Neither Party may assignor otherwise transfer <br /> this Agreement without the prior written approval of the other Party. Mindbase may <br /> assign or otherwise transfer this Agreement or any of its rights or obligations under this <br /> Agreement without consent(a)for financing purposes, (b) in connection with a merger, <br /> acquisition or sale of all or substantially all of its assets, (c) as part of a corporate <br /> reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this <br /> Agreement will be binding upon the Parties and their respective successors and assigns. <br /> 14.5. Waiver. A delay or omission by either Party to exercise any right under this <br /> Agreement will not be construed to be a waiver of such right. A waiver by either Party <br /> of any of the obligations to be performed by the other, or any breach thereof,will not be <br /> construed to be a waiver of any succeeding breach or of any other obligation.All waivers <br /> must be in writing and signed by the Party waiving its rights. <br /> 14.6. Severability. If any provision of the Agreement is found by a court of competent <br /> jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be <br /> deemed to be modified to reflect as nearly as possible the original intentions of the Parties <br /> in accordance with applicable law.The remaining provisions of this Agreement will not <br /> be affected, and each such provision will be valid and enforceable to the full extent <br /> permitted by applicable law. <br /> 14.7. Independent Contractors. Each Party will perform its duties under this <br /> Agreement as an independent contractor. The Parties and their personnel will not be <br /> considered to be employees or agents of the other Party.Nothing in this Agreement will <br /> be interpreted as granting either Party the right or authority to make commitments of <br /> any kind for the other. This Agreement will not constitute, create,or be interpreted as a <br /> joint venture,partnership,or formal business organization of any kind. <br /> 14.8. Third-Party Beneficiaries. The Agreement is entered into solely between, and <br /> may be enforced only by, the Parties. Each Party intends that the Agreement will not <br /> benefit or create any right or cause of action in or on behalf of, any entity other than the <br /> Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software <br /> included in the Subscription Software will be a direct and intended third-party <br /> beneficiary of this Agreement. <br /> 14.9. Interpretation. The section headings in this Agreement are included only for <br /> convenience The words"including"and"include"will be deemed to be followed by the <br /> phrase "without limitation". This Agreement will be fairly interpreted in accordance <br /> with its terms and conditions and not for or against either Party. <br /> Page 17 of 18 <br />