1Orders, Fees, and Payment

Fees. The Customer will pay all fees stated in the applicable Order. Except as expressly stated, fees are non-cancelable and non-refundable, and quantities purchased cannot be decreased during the term.

Invoicing. Unless the Order states otherwise, Modelware issues the initial invoice upon acceptance of the Order, invoices fees in advance, payment is due upon receipt of the invoice, and Modelware may withhold provisioning of, or suspend access to, the Service until payment is received, in United States Dollars.

Taxes. Fees are exclusive of taxes. The Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes on Modelware's net income.

Late Payment. Overdue amounts may accrue interest at the lower of 1.5 percent per month or the maximum rate permitted by law, and Modelware may suspend the Service for non-payment after reasonable notice.

2Subscription Term and Renewal

Each Subscription runs for the term stated in the applicable Order. Unless an Order states otherwise, a Subscription does not renew automatically. Modelware will offer renewal at least thirty (30) days before the term ends, at the then-current list price, and renewal is at the Customer's discretion.

3License Scope and Verification

Scope. The right to use the Service granted in the General Terms is, for Business Users, solely for the Customer's internal business purposes, meaning use by the Customer's employees and individual contractors acting on the Customer's behalf and not for the benefit of, or to provide services to, any third party, and up to the quantities in the Order. Affiliates of the Customer are not licensed unless identified in an Order. Where the Order provides named-user licenses, each license is assigned to one individual and may not be shared.

Verification. Modelware may verify the Customer's compliance with the licensed scope through usage data reported by the Service and, on reasonable notice and no more than once per year, by asking the Customer to certify that its use conforms to the Order. If verification reveals use beyond the licensed quantities, the Customer will promptly acquire the additional subscriptions required.

4Confidentiality

Each party may receive confidential information of the other. The receiving party will use confidential information only to perform under these terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.

5Indemnification

By Modelware. Modelware will defend the Customer against third-party claims that the Service, as provided and used in accordance with these terms, infringes a valid intellectual property right, and will pay resulting costs and damages finally awarded or agreed in settlement.

By Customer. The Customer will defend Modelware against third-party claims arising from Customer Data or the Customer's use of the Service in violation of these terms, and will pay resulting costs and damages finally awarded or agreed in settlement.

Process. The indemnified party must promptly notify the indemnifying party, allow it to control the defense, and provide reasonable cooperation.

6Limitation of Liability (Cap)

SUBJECT TO THE LIMITATION OF LIABILITY SECTION OF THE GENERAL TERMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR A PARTY'S INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF CONFIDENTIALITY OR DATA-PROTECTION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED TWO (2) TIMES THAT AMOUNT. THESE LIMITATIONS DO NOT APPLY TO THE CUSTOMER'S PAYMENT OBLIGATIONS OR TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7Publicity

Modelware may identify the Customer as a customer and use the Customer's name and logo as a reference on its website and in marketing materials, in accordance with the Customer's trademark usage guidelines and subject to the Customer's right to revoke this permission on reasonable written notice.