Manta On-Premise Software Evaluation Agreement Terms and Conditions
This Manta On-Premise Software Evaluation Agreement (the “Agreement”) is entered into by and between the party named below as “Evaluator” and Manta Software Inc. or Manta Tools s.r.o., as applicable (“Manta”) based on the country in which Evaluator resides or is registered at the time of entering into this Agreement as described in Sections 9.1 and 10.1 below.
- Manta’s End Customer ✓
- Manta’s Partner presenting the Trial Product to End Customers
- Manta’s Partner being in position of an End Customer
Please carefully read the terms and conditions of this Agreement. This Agreement also contains an arbitration clause in Sections 9.3 and 10.3 below which will require Evaluator to submit claims Evaluator has against Manta to binding and final arbitration. If Evaluator does not agree to all of the terms and conditions of this Agreement, or if the Evaluator’s authorized signatory named above does not have the authority to bind Evaluator to this Agreement, Evaluator is not permitted to download and/or use the Licensed Software.
If you have any questions regarding this Agreement, please contact manta at email@example.com.
1. Definitions and Interpretation
1.1.1 “End Customer” means an Evaluator and/or Partner’s customer, who accesses and/or uses the Software solely for its own benefit.
1.1.2 “Enhancements” means changes and/or improvements to the Software, whether arising out of the particular Software configuration for the specific use of Evaluator or otherwise.
1.1.3 “Error” means, with regard to the Software, incorrect source code or Object code, which causes a reproducible failure of the Software to perform in all material respects with the Manta’s published functional performance parameters of the Software.
1.1.4 “Object Code” means the compiled, machine-readable code for the Software.
1.1.5 “Partner” means an Evaluator, who is authorized under this Agreement to use the Software for its own benefit or, if expressly marked so in the heading of this Agreement, is authorized to allow for the limited use of the Software to its customers being End Customers.
1.1.6 “Related Materials” means any electronic and/or written aids, manuals or Software descriptions and confidential activation code, if any, developed by Manta for the Software, and for which the Evaluator has acquired the right of use, including any description developed by Manta in relation to the Software.
1.1.7 “Software” means those parts of the latest electronic unmodified standard version of Manta’s software product demanded by the Evaluator for evaluation provided now or later by Manta as well as any copies, parts, translations, alterations or derivative works thereof or therefrom, and for which the Evaluator has acquired the right of use.
1.2.1 Any limitation and/or exclusion of liability set out in this Agreement shall have effect to the maximum extent allowed by law. In some jurisdictions, mandatory statutory provisions do not allow such exclusion or limitation of liability, which may entail that the limitations and/or exclusions stated herein do not apply to the Evaluator, neither in whole or in part. However, such limitation and/or exclusion of liability shall still be interpreted in a manner that preserves the application of the limitation and/or exclusion to the maximum extent permitted by the applicable law.
2. License Scope
2.1 Grant of License
2.1.1 Subject to Evaluator’s compliance with the terms and conditions of this Agreement, Manta grants to Evaluator a personal, non-transferable, non-exclusive license to use the Software and Related Materials pursuant to the terms of this Agreement (“License”). License is sub-licensable only by Partner to End Customer if expressly marked so in the heading of this Agreement (i.e. Evaluator’s position no. 2) and only under terms and conditions of this Agreement.
2.1.2 The License is granted to Evaluator for the period of 30 days starting from the moment of signing this Agreement by both parties, unless extended by a written amendment signed by both parties (“Evaluation Period”). Upon Evaluator’s request, Manta also may, in its sole discretion, unilaterally extend the License to a designated third party. Such extension shall be valid and effective at the moment of delivery of notice extending the License to the Evaluator.
2.1.3 Both parties hereby declare that the ultimate purpose of use of the Software and Related Materials under this Agreement is to evaluate and test, whether the Software, in particular, but not limited to, its functions and results, fits the possible needs of the End Customer, in order to obtain a license to the Full Product.
2.2 Permitted Use and Limitations of Use of the Software and Related Materials
2.2.1 The Software and Related Materials may only be used under these conditions:
a) Evaluator may install the Software only on one (1) physical server located at the Evaluator’s premises in a non-production environment;
b) Evaluator may execute and use the Software solely in Object code form;
c) Evaluator is permitted to use the Software and Related Materials only for the duration of the Evaluation Period;
d) Evaluator will not permit access to, or use of, the Software and Related Materials on more than ten (10) individual computers including the situation when Partner presents the Software and Related Materials to End Customers if expressly marked in the heading of this Agreement (i.e. Evaluator’s position no. 2);
e) The Software and Related Materials may only be used for the Evaluator’s internal evaluation purposes any only when the Evaluator is in position no. 2, Partner is entitled to allow its End Customer to evaluate the Software for End Customer’s internal evaluation purposes; This is however subject to the condition that such End Customer will be contractually bound by the same licensing terms, conditions, warranty and liability limitations and liability exclusion as Partner is bound under this Agreement.
f) The Software and Related materials shall be accessed by Partner’s, and/or End Customer’s employees and/or consultants (“Users”) only, and solely in accordance with this Agreement.
2.2.2 Evaluator agrees that Evaluator is liable for Users’ use of the Software and Related Materials that is not in compliance with the terms and conditions of this Agreement. Evaluator shall ensure that all Users accept and respect the intellectual property rights and copyrights of Manta by entering into binding written agreements with Evaluator that are at least as protective of Manta and the Software and Related Materials as this Agreement.
2.2.3 Evaluator shall only upload metadata on database structures to the Software. Uploading of content data, any sensitive data and/or other data unnecessary for undisturbed use of the Software is not recommended, as this is in general not needed for the use of the Software and is thus prohibited.
2.2.4 Evaluator covenants and agrees that it will not, and it will not permit any third party, to: i) whether in whole or in part, sell, rent, lease, sublease, license, sublicense, lend, time-share, transfer, assign or provide the use of, or access to, the Licensed Software and Related Materials, or any portion thereof, to any person other than as expressly permitted in Section 2.2.1; ii) assign, mortgage, charge or otherwise encumber either the Software and Related Materials or its rights under this Agreement; iii) reverse engineer, de-compile or disassemble the Software; iv) alter, modify or create any derivative works of the Software and Related Materials or any portion thereof; v) except as permitted elsewhere in this Agreement, make additional copies of the Software and Related Materials or any portion thereof; and vi) obscure or remove any copyright or trademark notices from the Software and Related Materials.
2.2.5 Any use of the Software and/or Related Materials beyond the scope of the permitted use in Section 2.2 (”Unauthorized Use“) shall constitute a serious breach of obligations by the Evaluator.
2.2.6 Evaluator agrees that it will not assist with or participate in any export of the Software and Related Materials in violation of applicable U.S. and/or Czech laws or regulations, as applicable.
2.3 Unauthorized Use of the Software and Related Materials
2.3.1 In the event of an Unauthorized Use, Manta shall be entitled to exercise any and all rights laid down by law, including the right for compensation of damage and/or unjust enrichment to the maximum amount and extent permitted by applicable law (which may amount to double the applicable license fees in some jurisdictions) (collectively as “Compensation”).
2.3.2 Unless agreed otherwise, the amount of the payment of Compensation (“Remedial Payment“) shall be calculated with reference to the Manta’s standard prices and licensing terms and conditions of the Software valid at the time of the Remedial Payment Request. If the applicable Manta’s standard price list and/or licensing terms and conditions do not contain a particular amount relevant for determination of the Remedial Payment, appropriate market value of the License in time and place for the Unauthorized Use shall apply.
2.3.3 If it is not clear how long the Unauthorized Use has lasted, it shall be assumed that it started immediately after having obtained access to the Software and Related Materials and has lasted continuously since then. Unless agreed otherwise with Manta, making of the Remedial Payment entitles the Evaluator to neither continue with the Unauthorized Use, nor does it imply any grant of any license.
2.3.4 Evaluator acknowledges that any disregard of the rights of Manta or its licensors, including Unauthorized Use of the Software and Related Materials such as enabling any third parties to copy Object Code or other parts of the Software, shall be considered a material breach of this Agreement, and shall entitle Manta to terminate this Agreement and pursue all remedies available to it in law or in equity.
2.4 Reservation of Rights
2.4.1 Parties acknowledge that Manta shall retain the full copyright, title and all other rights relating to the Software and Related Materials, all copies thereof, and all Enhancements and corrections of Errors thereto. The Software and Related Materials is protected by copyright laws and applicable international copyright treaties and conventions. Evaluator’s rights in the Software and Related Materials will be limited to those expressly granted in this Agreement. No implied licenses are granted under this Agreement.
2.4.2 Evaluator covenants and agrees that any modifications of, derivative works of, or other intellectual property related to the Software and Related Materials or any portion thereof shall become the property of Manta and Evaluator hereby unconditionally and irrevocably assigns to Manta all such intellectual property and worldwide intellectual property rights related thereto at no additional charge. Any third party engaged by Evaluator for such purposes shall execute an agreement respecting such rights to the Software.
2.4.3 Any and all feedback, including without limitation, any flaws, error, bugs, anomalies, problems with and/or suggestions relating to the Software and Related Materials, provided to Manta by Evaluator and/or Users (collectively “Feedback”), is hereby unconditionally and irrevocably assigned by Evaluator to Manta, including any and all worldwide intellectual property rights relating thereto at no additional charge.
2.5 Third Party Software
2.5.1 The Software may contain third party software, which requires notices and/or may be subject to additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located in a text file called “legal_notices.txt” for the Software on Manta’s website and in the installation package of the Software and are made a part of, and incorporated by reference into, this Agreement. By accepting this Agreement, Evaluator is also accepting such additional terms and conditions, if any, set forth therein. If Evaluator does not agree to such additional terms and conditions, Evaluator should not install or use the Software.
2.5.2 Certain items of independent, third-party code may be included in the Software that are subject to the GNU Lesser General Public License or other open source licenses (collectively as “Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this Agreement limits Evaluator’s rights under, or grants Evaluator rights that supersede, the terms and conditions of any applicable Evaluator’s license for such Open Source Software. In particular, nothing in this Agreement restricts Evaluator’s right to copy, modify, and distribute such Open Source Software, if provided for under the terms of the respective Open Source Software.
2.6 Software Support
2.6.1 During the Evaluation Period, Manta may in its sole discretion, provide configuration support to Evaluator at no additional cost to Evaluator. Manta also reserves the right to mandatorily bundle, in its own discretion in each individual case, this trial License with additional consultancy services, which might or might not be subject to charge, in order to allow the Evaluator to make more of this trial License. Any such services and any other services are subject to Manta’s acceptance in a separate signed writing and Manta’s then-current standard rate for such services. Evaluator acknowledges and agrees that nothing in this Agreement or the relationship between Manta and Evaluator obligates Manta to provide support or any other services to Evaluator.
3.1 The License is provided free of charge to the Evaluator under this Agreement and under conditions and Evaluator’s obligations stipulated herein.
4. Limited Warranty and Liability
4.1 MANTA DOES NOT WARRANT THAT THE SOFTWARE OR THE RELATED MATERIALS WILL MEET EVALUATOR’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE. THE SOFTWARE AND RELATED MATERIALS IS PROVIDED AND LICENSED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, AND MANTA HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS TO THE EXTENT ALLOWED BY LAW, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE EVALUATOR SHALL HAVE NO CLAIMS AGAINST MANTA AS A CONSEQUENCE OF ANY ERRORS. THE PERFORMANCE OF MANTA’S OBLIGATIONS UNDER THIS AGREEMENT REPRESENTS MANTA’S TOTAL LIABILITY AND MANTA’S FULL OBLIGATION IN RELATION TO THE EVALUATOR.
4.2 NEITHER PARTY, NOR ANY MANTA’S LICENSORS SHALL BE LIABLE TO THE OTHER PARTY OR LICENSOR FOR LOSS OR DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL OR FOR LOSS OF GOODWILL, LOSS OF DATA, OR LOSS AS A CONSEQUENCE OF ANY OTHER BUSINESS INTERRUPTION (COLLECTIVELY REFERRED TO AS THE “LOSSES”) SUFFERED DUE TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE, OR NON-USE OR NON-PERFORMANCE, OF THE SOFTWARE AND RELATED MATERIALS OR THE SERVICES RELATED THERETO, NOTWITHSTANDING THAT THE OTHER PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES AND NOTWITHSTANDING WHETHER THE DAMAGE IS CAUSED IN CONTRACT OR TORT.
4.3 MANTA SHALL NOT BE LIABLE FOR ANY JUDGMENT AND/OR DECISION AND CONSEQUENCE OF ANY JUDGMENT AND/OR DECISION MADE BASED ON THE USE OF SOFTWARE AND RELATED MATERIALS UNDER THIS AGREEMENT.
4.4 EITHER PARTY’S TOTAL CUMULATIVE LIABILITY FOR LOSSES SUFFERED OR CAUSED DUE TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE AND RELATED MATERIALS OR THE SERVICES RELATED THERETO, SHALL IN ANY CASE NOT EXCEED $ 100 USD (ONE HUNDRED UNITED STATES DOLLARS).
4.5 THE LIABILITY LIMITATION STIPULATED IN THE SECTION 4.2 AND TOTAL LIABILITY CAP IN THE SECTION 4.4 SHALL HOWEVER NOT APPLY TO, OR TAKE INTO ACCOUNT, LOSSES ARISING FROM EVALUATOR’S UNAUTHORIZED USE OF THE SOFTWARE AND RELATED MATERIALS AND/OR ANY INFRINGEMENT OF MANTA’S INTELLECTUAL PROPERTY INCLUDING, BUT NOT LIMITED TO, NAMES, LOGOS, TRADEMARKS AND/OR COPYRIGHT AS WELL AS BREACH OF ANY CONFIDENTIALITY OBLIGATION.
4.6 Evaluator is obliged to make all reasonable efforts to prevent and minimize all possible Losses, in particular, but not limited to, via mandatory back-ups of Evaluator’s source data in a separate database.
5.1 Evaluator shall not assign this Agreement or any rights herein. Any purported assignment without Manta’s consent shall be deemed null and void.
5.2 Manta reserves the right to assign and transfer this Agreement, including its rights and obligations under this Agreement, in whole or in part, to a third party, if necessary.
6. Term and Termination
6.1 This Agreement lasts for the duration of the Evaluation Period.
6.2 Notwithstanding anything in this Agreement providing for otherwise, Manta is entitled to immediately terminate this Agreement at any time by written notice to the Evaluator, in particular, but not limited to cases, when Evaluator does not comply with the terms of this Agreement. In this case, Manta be entitled to claim damages according to applicable law and pursue all remedies available to it.
6.3 In case of termination or expiration, Evaluator shall promptly destroy, without compensation, the Software and Related Materials, including any and all backup copies hereof, and merged portions in any form, including any copy in Evaluator’s computer memory or in data storage devices, unless Evaluator enters into another agreement with Manta, in particular, but not limited to, the Manta End User License Agreement.
6.4 The following sections shall survive any termination or expiration of the Agreement: Section 1, 2.2.5, 2.3, 2.4, 2.5, 4, 5, 6.2, 6.3, 6.4, 7, 8, 9, 10, 11 and 12.
7. Validity and Severability
7.1 In the event that any of the provisions of this Agreement is held to be illegal, invalid or unenforceable, such provisions shall nonetheless be enforced to the fullest extent permitted by applicable law so as to reflect the original intent of the parties, and such provision shall not affect the legality and validity of the other provisions.
8.1 In respect of fulfillment of this Agreement and with relation to its object, purpose and nature, parties have concluded a Confidentiality and Non-Disclosure Agreement (“NDA”), which is annexed to this Agreement, to ensure an appropriate level of confidentiality.
8.2 Solely in case that NDA has not been concluded, the following provisions apply to this Agreement:
8.2.1 Parties agree that (a) all information and material which is proprietary to either party (“Disclosing Party”), whether or not marked as “confidential” and which is disclosed to or obtained by the other party (“Receiving Party”) and which relates to the past, present, or future business activities, research or development of the other party (including information regarding its customers and financial statements), and (b) all information or materials in connection with work performed under any related agreement between or among the parties whether or not reduced to writing or other tangible form, and (c) any other trade secrets or non-public business information (collectively as “Confidential Information”) shall be protected from disclosure to any third party.
8.2.2 Confidential Information does not include any information which: (i) was in the lawful and unrestricted possession of the Receiving Party prior to its disclosure by the Disclosing Party; (ii) is or becomes generally available to the public by acts other than those of the Receiving Party; (iii) has been received lawfully and in good faith by the Receiving Party from a third party; or (iv) has been independently developed by the Receiving Party or any other third party without reliance on the Confidential Information, as evidenced by its contemporaneous written record.
8.2.3 The Receiving Party will not use any of the Disclosing Party’s Confidential Information for any purpose not expressly permitted by this Agreement, and will disclose Disclosing Party’s Confidential Information only to Receiving Party’s Users who have a “need to know” such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.
8.2.4 The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
8.2.5 The Receiving Party will be allowed to disclose Confidential Information to the extent that such disclosure is (a) approved in writing by Disclosing Party, (b) necessary for Receiving Party to enforce its rights under this Agreement; or (c) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies Disclosing Party of such required disclosure promptly and in writing and cooperates with Disclosing Party, at Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
9. Governing Law and Dispute Resolution for a USA & Canada-based Evaluator
9.1 Contracting Entity
9.1.1 This section 9 applies to an Evaluator, who, at the time of entering into this Agreement, is a primary resident of (in case of individual) or has an official registered seat in (in case of a company) the USA or Canada including any of their federative states, provinces, territories or other administrative units (“USA & Canada-based Evaluator”). USA & Canada-based Evaluator concludes this Agreement with Manta Software Inc., a Delaware corporation with its registered office at One Liberty Plaza, 165 Broadway, New York City, NY 10006, the United States of America.
9.2 Governing Law
9.2.1 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement with a USA & Canada-based Evaluator. This Agreement with USA & Canada-based Evaluator including the arbitration clause in section 9.3 below are governed by the law of State of New York, USA (without regard to any conflict of laws principles that would require application of the laws of another jurisdiction).
9.3 Dispute Resolution
9.3.1 USA & Canada-based Evaluator and Manta agree that any and all disputes or claims may arise between USA & Canada-based Evaluator and Manta relating in any way to this Agreement or USA & Canada-based Evaluator’s use, or inability to use, the Trial Product, shall be resolved exclusively through final, binding and confidential arbitration (“Agreement to Arbitrate”) administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Parties agree that an arbitral tribunal appointed hereunder or under the Confidentiality and Non-Disclosure Agreement may exercise jurisdiction with respect to both this Agreement and the Confidentiality and Non-Disclosure Agreement.
9.3.2 The venue of the arbitral proceeding shall be New York County, USA. The language of the arbitral proceedings shall be English. The arbitration shall be conducted under the applicable rules as set forth in the Section 9.3.1, as such rules are then prevailing, provided that the arbitrators and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction.
9.3.3 Notwithstanding anything in this Agreement to the contrary, to the extent Evaluator has in any manner violated or threatened to violate any of Manta’s intellectual property rights, Manta may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of New York, United States of America, and Evaluator consents to the personal jurisdiction and exclusive venue in such courts.
10. Governing Law and Dispute Resolution for an Evaluator from the Rest of the World
10.1 Contracting Entity
10.1.1 This section 10 applies only to an Evaluator, who does not qualify as a USA & Canada-based Evaluator under Section 9.1.1 hereinabove (“Evaluator from the rest of the world”). Evaluator from the rest of the world concludes this Agreement with Manta Tools s.r.o., a company governed by laws of the Czech Republic, with its registered office at Tychonova 270/2, 160 00 Prague 6 – Hradcany, the Czech Republic, business ID number: 25650203, registered in the Commercial register maintained by the Municipal Court in Prague, file no. C 58081.
10.2 Governing Law
10.2.1 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement with an Evaluator from the rest of the world. This Agreement with Evaluator from the rest of the world including the arbitration clause in section 10.3 below are governed by the law of the Czech Republic. Any conflict of laws rules and/or principles that would require application of the laws of another jurisdiction do not apply.
10.3 Dispute Resolution
10.3.1 Evaluator from the rest of the world and Manta hereby agree that all disputes or claims arising out of or in connection with this Agreement, including disputes relating to its validity, breach, termination or nullity, shall be finally settled under the Rules of Arbitration (Vienna Rules) of the Vienna International Arbitral Centre (VIAC) of the Austrian Federal Economic Chamber by three arbitrators appointed in accordance with the said Rules. The parties agree that an arbitral tribunal appointed hereunder or under the Confidentiality and Non-Disclosure Agreement may exercise jurisdiction with respect to both this Agreement and the Confidentiality and Non-Disclosure Agreement.
10.3.2 The venue of the arbitral proceeding shall be Vienna, Austria. The language of the arbitral proceedings shall be English. Oral hearings during the arbitral proceedings are excluded, unless both parties agree otherwise in writing. Parties expressly agree that provisions on expedited procedure apply.
10.3.3 The parties to this Agreement agree to keep confidential to themselves and to their legal and other professional advisers the existence and details of any arbitral proceedings pursuant to this Section 10.3, including the parties’ submissions and evidence, all and any decisions and awards (their contents, reasons and results) save with the prior written consent of the other party or parties to the arbitral proceedings (such consent not to be unreasonably withheld) or to the extent that such information or documents are in the public domain or their disclosure is required by law or is reasonably necessary to protect or enforce a legal right or remedy.
11.1 The Evaluator hereby acknowledges that all Evaluator related information received by Manta in connection with the contractual relationship, which is regulated by this Agreement, i.e. information regarding the Software, including, but not limited to, Serial No., name, address, phone no., fax no., e-mail address, URL and contact person of the Evaluator and the name of the distributor of the Evaluator, may be used internally within Manta for the purpose of internal administration of the License to the Software and Related Materials.
11.2 Manta is authorized by Evaluator to process aggregate and/or anonymized non-personalized data based on Manta’s clients’ data structure composition and use them for the purposes of statistics and market reports. In addition, Partner acknowledges and agrees that the results from the evaluation of the Trial Product and other evaluation or analyses reports regarding the Trial Product (collectively, the “Reports”), and any and all Feedback obtained from Partner’s End Customers may be used by Manta in any manner and for any purpose it sees fit, provided Manta may not directly or indirectly identify Partner’s End Customer as the source or provider of any Feedback or Reports. Partner shall provide the Reports to Manta within two (2) weeks following the completion of such Reports.
11.3 Parties acknowledge that Manta processes personal data of the Evaluator’s representatives in connection with negotiation and fulfillment of this Agreement. Evaluator hereby undertakes to inform its representatives about the personal data processing performed by Manta as required by the applicable legal regulations.Entire Agreement
This Agreement, including Schedule A, constitute the sole and entire agreement between the parties, and supersedes any previous agreements, understandings and arrangements between the parties relating to the Software and Related Materials. Any amendments hereto are enforceable only if in writing and signed by each of the parties. Any additional or different terms proposed by Evaluator, shall be deemed material, are objected to, and are hereby rejected unless specifically accepted in a signed writing by Manta referencing this Agreement.