Moldex3D End-User License Agreement
Last updated: Aug 1, 2024
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE OR DOCUMENTATION FROM CORETECH. BY CLICKING THE “YES” BUTTON BELOW OR BY INSTALLING, ACCESSING OR USING ANY SOFTWARE OR DOCUMENTATION FROM CORETECH, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “NO” BUTTON BELOW AND RETURN THE CORETECH SOFTWARE OR DOCUMENTATION PROVIDED TOGETHER WITH THIS AGREEMENT.
Important Note: To the extent that this Software (defined below) may be used to reproduce materials, it is licensed to the Licensee (defined below) only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials the Licensee are authorized or legally permitted to reproduce. If the Licensee is uncertain about its right to copy any material, the Licensee should contact its legal advisor.
This Moldex3D End User License Agreement (this “Agreement”) is a legal and binding agreement between you, as an individual, a business entity or other organization (“Licensee”), and CoreTech System Co., Ltd. and its subsidiaries and affiliates (“CoreTech”).
Moldex and Moldex3D (together with any of its copies, the “Licensed Products”), solely and exclusively owned by CoreTech, contain the proprietary computer software, including (i) any updates or upgrades to the software that you may receive from time to time, (ii) any add-on modules to the software you may order and install from time to time, and (iii) any software component licensed from third parties that is incorporated into the Licensed Products, and its derivative works, including but not limited to media, printed materials, and electronic or online documentation (“Software”).
This is a license agreement and not an agreement for sale. This Agreement also covers third party software components which are the properties of such third parties and licensed to CoreTech for integration in the Licensed Products, and the use of that third party software components will be governed by this Agreement. This Agreement constitutes the entire and sole agreement between the parties hereto with respect to the transactions and relevant matters contemplated hereby, and supersedes any and all prior or contemporaneous proposal, representation, arrangements, agreements, or understanding you may have had with CoreTech and/or any of its affiliates, resellers or other representatives relating to the Licensed Products, either oral or in writing.
CoreTech, at its discretion, may make available future updates to the Software for the Licensee’s use. The updates, if any, may not necessarily include all existing software features or new features that CoreTech releases for newer, other versions of, or other operating systems. CoreTech recommends that Licensee shall use the most current version of the Application Programming Interface (“API”) for the Software. CoreTech shall not be responsible for the consequences of any error, omissions or incompatibility that may occur in any application built by Licensee with the API and sample codes provided by CoreTech.
1. Grant of License.
1.1 Commercial License. The license may be a perpetual license, a time-limited license or a pay-per-use license that will be stated in a fee quote provided by CoreTech to Licensee detailing the number of users, permitted networks, computers, territories etc. (“Quote”). Subject to the terms and conditions of this Agreement, CoreTech hereby grants Licensee a limited, non-exclusive, non-transferable, revocable license, without any right to sub-license, to install and use the Licensed Products identified in the Quote during the applicable License Term, solely for product developing, manufacturing, demonstrating, consulting and information management operations and solely in accordance with the applicable usage and license type restrictions identified in the Quote. Licensee hereby acknowledges and accepts to (i) install the Licensed Products on one single computer used by one person, or (ii) install the Licensed Products on a multi-user computer network, provided that the number of concurrent users of the Software must be no more than the number of licensed purchased. Licensee may duplicate the Software, but only as is reasonably necessary to make one copy of the Software for use as a back-up. Documentation, including but not limited to user manuals, tutorials, helps and sample cases, may be copied as is reasonably necessary in connection with Licensee’s authorized internal use of the Software.
1.2 Non-commercial License. (i) If the Licensed Products are being provided by CoreTech on an “evaluation” or “trial” basis, such License will be installed and used solely to evaluate such Licensed Products, and Licensee agrees not to use the Licensed Products in any commercial applications or for productive or consulting purposes. (ii) If the Licensed Products are being provided as the Educational Edition (Licensed Products designated for educational use), Licensee shall use the Licensed Products solely for educational, academic or research purpose. If Licensee does not meet one of these qualifications, Licensee has no rights under this Agreement. Notwithstanding the foregoing, CoreTech shall be under no obligation to provide any updates, upgrades, enhancements, modifications, revisions or additions to the Software.
1.3 Designated Country/Computers/Networks. Licensee shall install and use the Licensed Products solely on the applicable computers or networks designated and approved to install and use such Licensed Products (“Designated Computers” or “Designated Networks” on computer systems and networks situated in the applicable country(ies) designated and approved by CoreTech (“Designated Country”). Licensee may, from time to time, change the Designated Computer, Designated Network and/or Designated Country in which you seek to install and use the Licensed Products, provided that in each case (i) Licensee shall give prior written notice to CoreTech of any such change for authorized approval from CoreTech, and (ii) upon moving the Licensed Products to a different Designated Country, Licensee shall pay CoreTech all applicable transfer fees and/or uplift fees, as well as any taxes, tariffs or duties that may be payable as a result of such move (collectively, the “Relocation Charges”).
2. Rent-to-Own
For rent-to-own Licensee that is paying by installments to purchase the Licensed Products permanently shall, at Licensor’s discretion, pay all due sums for such purchase in yearly installments to Licensor within the agreed rent-to-own period specified by Licensor in writing. During such agreed rent-to-own period, Licensee shall have the right to use the Licensed Products. In the event such rent-to-own Licensee fails to make any installment payment or cancel the payment for whatever reason, Licensor shall have the right, in its sole discretion, to retrieve and take back the right to use the Licensed Products from such Licensee without any refund or liability on part of Licensor. Upon Licensor’s confirmation of a full payment of all due sums by such rent-to-own Licensee for the purchase of the Licensed Products, Licensee shall be entitled to perpetual license with respect to such Licensed Products. All subsequent maintenance of the Licensed Products may be separately discussed and agreed in writing between Licensor and Licensee.
3. Restriction on Use.
(a) Licensee may use the Licensed Products concurrently only on as many authorized users as are listed in the Quote (“Client Seats”). Licensee shall not or shall not permit any third party to: (i) modify or create any derivative work of any part of the Licensed Products; (ii) rent, lease or loan the Licensed Products; (iii) use the Licensed Products, or permit them to be used, as through a service bureau, wide area network or Internet, or commercial time-sharing arrangement; (iv) disassemble, decompile, reverse engineer, reverse translate, or in any manner decode the Licensed Products or its file format, or otherwise attempt to gain access to the source code or file format of the Licensed Products; (v) sell, license, sublicense, assign, distribute, redistribute or otherwise transfer to any third party the Licensed Products, any copy thereof, and any License or other rights thereto, in whole or in part, without in each case obtaining CoreTech’s prior written consent; (vi) alter, remove, or obscure any copyright, patent, trademark, trade secret, logo, proprietary, and/or other legal notices on or in any copy of the Licensed Products; (vii) copy or otherwise reproduce the Licensed Products, in whole or in part, except for making a reasonable number of copies solely for back-up purpose, provided that any such permitted copies shall be the property of CoreTech; (viii) disable or circumvent the License Management System (“LMS”) provided with the Licensed Products; and (ix) develop, test, or support the Licensed Product s except for alliance partner integration use only. If Licensee uses any unlicensed or unauthorized copies of any CoreTech Products, Licensee agrees that, without limiting CoreTech’s right to terminate this Agreement and without limiting any other remedies to which CoreTech may be entitled, Licensee will pay to CoreTech the CoreTech then-current list price for all such unlicensed or unauthorized Products, in addition to any fines or penalties that may be imposed by law.
(b) If the License is a floating license, the following provisions apply: (i) the number of permitted users accessing or operating the Licensed Products at any point in time may not exceed the number of Licenses in effect at such time for the Licensed Products; (ii) only permitted users physically located in the Designated Country may access, operate and/or use the Licensed Products. Permitted users who are not employees of Licensee may use the Licensed Products while physically located at Licensee’s site only.
4. Compliance.
4.1 License Usage Assessments. To confirm Licensee’s compliance with the terms and conditions hereof, Licensee agrees to perform a self-audit on usage assessment with respect to Licensee’s use of the License Products upon receiving a request with sufficient proof to do so from CoreTech and to provide the result of such audit to CoreTech. Licensee agrees to make all corrections as appropriate in addition to paying the relevant penalty as prescribed by CoreTech based on the result of the self-audit. Only in the event that CoreTech has further concerns over the self-audit result in that such result is inconsistent with the proof provided by CoreTech, shall CoreTech have the right to perform a usage assessment with respect to Licensee’s use of the Licensed Products, including but not limited to license key number, server IP address, domain count and other information deemed relating thereto. Licensee agrees to provide CoreTech access to Licensee’s facilities and computer systems, and cooperation from Licensee’s employees and consultants, as reasonably requested by CoreTech in order to perform such assessment, all during normal business hours, and after providing reasonable 10 day prior written notice from CoreTech; provided, however, that no such request shall be made more than once per annum except where CoreTech found non-permitted use from such audit.
5. Ownership and Intellectual Property.
CoreTech is the sole owner of the Licensed Products, and of all copyright, patent, trademark, trade secret, and other intellectual or industrial property rights in and to the Licensed Products. All Licensed Products, in whatever form provided by CoreTech or made by Licensee, shall remain the sole property of CoreTech, and any such copies shall be deemed to be on loan to Licensee during the License Term. Licensee acknowledges that the License granted hereunder does not provide Licensee with title to or ownership of the Licensed Products, but only a right of limited use consistent with the express terms and conditions of this Agreement. Licensee shall have no rights to the source code for the Licensed Products, and Licensee agrees that only CoreTech shall have the right to engineer, maintain, enhance, or otherwise modify the Licensed Products.
6. Confidential Information.
(a) Licensee hereby acknowledges that the Licensed Products embody confidential and proprietary information, including but not limited to CoreTech’s or its authorized resellers’ business plans and strategies, technology, research and development, current and prospective customers, billing records, and products or services, owned by CoreTech (“Confidential Information”). Licensee agrees to use the same degree of care, but not less than reasonable care, to protect the confidentiality of Confidential Information relating to the Licensed Products as it uses to protect its own similar confidential and proprietary information. Licensee shall not disclose any Confidential Information to any part except as expressly provided in this Agreement. If Licensee is requested by any governmental authority or court of law to disclose CoreTech’s Confidential Information, Licensee shall notify CoreTech immediately with written notice five (5) business days prior to making such disclosure so that CoreTech may seek a protective order or other proper relief. The obligation of Licensee with regard to Confidential Information shall survive expiration or termination of this Agreement for any reason.
(b) If the parties have separately entered into a confidentiality agreement regarding the exchange of any other information which is identified in writing as confidential or proprietary (“Other Confidential Information”) in connection with this Agreement, then the terms and conditions of that separate confidentiality agreement will govern the disclosure and use of Other Confidential Information between the parties and not this Section 6. Any existing confidentiality agreement between the parties will remain in full force and effect and will not be varied by the terms and conditions of this Section 6.
7. Warranty and Disclaimer.
THE LICENSED PRODUCTS AND DOCUMENTATION ARE PROVIDED SOLELY ON AN “AS-IS” AND “AS AVAILABLE” BASIS. CORETECH DOES NOT REPRESENT OR WARRANT THAT THE LICENSED PRODUCTS WILL MEET LICENSEE’S ANY REQUIREMENTS, OR THAT LICENSEE’S OPERATION OF THE LICENSED PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE LICENSED PRODUCTS WILL BE FULLY COMPATIBLE WITH ANY PARTICLUR HARDWARE OR SOFTWARE. CORETECH EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICLUAR PURPOSE, AND NON- INFRINGEMENT. THE ENTIRE RISK FOR THE PERFORMANCE, NON-PERFORMANCE, SATISFACTORY QUALITY, ACCURACY, EFFORT OR RESULTS OBTAINED FROM THE USE OF THE LICENSED PRODUCTS RESTS WITH LICENSEE AND NOT CORETECH. CORETECH MAKES NO WARRANTIES WITH RESPECT TO THE ACCURACY, COMPLETENESS, FUNCTIONALITY, PERFORMANCE, SAFTY, OR ANY OTHER ASPECT OF ANY DESIGN, PROTOTYPE OR FINAL PRODUCT DEVELOPED BY LICENSEE’S USE OF THE LICENSED PRODUCTS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CORETECH OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED PRODUCTS PROVE DEFECTIVE, THE LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION EXCEPT IN THE EVENT SUCH DEFECT OCCURS WITHIN ONE YEAR FROM THE DATE OF PURCHASE (“MANDATORY MAINTENANCE SERVICE SUBSCRIPTION PERIOD”). CORETECH SHALL BE RESPONSIBLE FOR ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN MAINTAINING THE LICENSED PRODUCTS DURING THE MANDATORY MAINTENANCE SERVICE SUBSCRIPTION PERIOD; PROVIDED, HOWEVER, THAT CORETECH MAKES NO WARRANTIES WITH RESPECT TO THE SUCCESSFUL COMPLETION OF REPAIRS OR MAINTENANCE ETC. OF SUCH DEFECTIVE LICENSED PRODUCTS.
WHILE THE MATERIAL DATA INFORMATION EMBODIED IN THE LICENSED PRODUCTS IS PROVIDED IN GOOD FAITH, THE MATERIAL DATA INFORMATION INCLUDES, BUT IS NOT LIMITED TO, VISCOSITY, PVT, THERMAL CONDUCTIVITY, HEAT CAPACITY, AND MECHANICAL PROPERTIES.
CORETECH AND THE MATERIAL DATA PROVIDERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY, NOR ASSUMES ANY LIABILITY, DIRECT OR INDIRECT, WITH RESPECT TO THE PERFORMANCE, SUITABILITY OR FITNESS FOR INTENDED USE OR PURPOSE OF THE MATERIAL DATA INFORMATION IN ANY APPLICATION. LICENSEE MUST DETERMINE THE SUITABILITY OF MATERIALS, WHOSE RELATED DATA IS ACQUIRED FROM MOLDEX3D SOFTWARE DATABANK, FOR THE LICENSEE’S PARTICULAR USE THROUGH APPROPRIATE TESTING AND ANALYSIS. NO STATEMENT BY CORETECH, OR BY A MATERIAL DATA PROVIDER, CONCERNING A POSSIBLE USE OF ANY PRODUCT, SERVICE OR DESIGN IS INTENDED, OR SHOULD BE CONSTRUED, TO GRANT ANY LICENSE UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT.
8. Indemnification.
(a) CoreTech will defend at its own expense any claim, suit, or proceeding (each, a “Claim”) brought against Licensee that any Licensed Products infringe or conflict with copyright, patent, or trademark of Taiwan and, at its option, will settle any action to a Claim or will pay any final judgment awarded against Licensee, provided that: (i) CoreTech shall be notified promptly in writing by Licensee of any notice of any such Claim; (ii) CoreTech shall have the sole control of the defense of any action on such Claim and all negotiation for its settlement or compromise and shall bear the costs of the same (save where one or more of the exclusions in Section 8(c) applies); and (iii) Licensee shall cooperate fully with CoreTech in the defense, settlement, or compromise of such Claim. This Section 8 states CoreTech’s sole and exclusive liability, and Licensee’s sole remedy, for any and all claims relating to infringement or conflict of any intellectual property right.
(b) If a Claim described in Section 8(a) hereof occurs or, in CoreTech’s opinion, may occur, Licensee shall permit CoreTech, at CoreTech’s option and expense, to: (i) procure for Licensee the right to continue using the Licensed Products; (ii) modify the Licensed Products so that they become non-infringing without materially impairing its functionality; or (iii) terminate the applicable Licenses, accept return of the Licensed Products, and refund to Licensee a pro rata portion of the amounts paid by Licensee for such Licensed Products at the time of the order therefore, in each case depreciated on a straight-line, three-year basis following the applicable delivery date.
(c) CoreTech shall have no liability to Licensee under Section 8(a) hereof or otherwise to the extent that any infringement or claim thereof is based upon: (i) use of the Licensed Products in combination with hardware or software not supplied hereunder where the Licensed Products themselves would not be infringing; (ii) use of the Licensed Products in an application or environment for which it was not designed or not contemplated under this Agreement; (iii) use of other than a current release of the Licensed Products provided to Licensee; (iv) modification of the Licensed Products by anyone other than CoreTech; or (v) any claims of infringement of any copyright, patent, trademark, trade secret, or other proprietary right in which Licensee has an interest.
9. Limitation of Liability.
(a) The warranty and indemnification provisions of Section 7 and 8 hereof state the entire liability of CoreTech, its affiliates and subsidiaries, and each of their respective directors, officers, employees or agents, with respect to the Licensed Products and Services, including but not limited to any liability for breach of warranty, or for infringement or alleged infringement of copyright, patent, trademark, trade secret, and other intellectual or proprietary rights by the Licensed Products, or their use.
(b) EXCEPT FOR CORETECH’S INDEMNIFICATION OBLIGATIONS IDENTIFIED IN SECTION 8(a) ABOVE, THE MAXIMUM LIABILITY OF CORETECH AND ITS LICENSORS ARISING OUT OF, OR RELATING TO, THE CREATION, LICENSE, FUNCTIONING, USE OR SUPPLY OF THE LICENSED PRODUCTS OR THE PROVISION OF SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTEHRWISE, SHALL NOT EXCEED THE LESSER OF THE FEES PAID BY CUSTOMER FOR THE LICENSED PRODUCTS OR SERVICES THAT GAVE RISE TO THE CLAIM OR CORETECH’S LIST PRICE FOR SUCH LICENSED PRODUCTS OR SERVICES AT THE TIME OF THE ORDER THEREFOR.
(c) IN NO EVENT SHALL CORETECH (INCLUDING ITS AFFILIATES AND SUBSIDIARIES, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS) BE LIABLE TO LICENSEE OR ANYONE ELSE FOR: (i) ANY LOSS OF PROFIT, WHETHER OR NOT FORESEEABLE, LOSS OF USE DAMAGES, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF SALES, LOSS OF REPUTATION, OR LOSS OF ANTICIPATED SAVINGS; (ii) ANY LOSS OR INACCURACY OF ANY SECURTIY SYSTEM OR FEATURE; AND (iii) SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING HEREUNDER; IN EACH CASE EVEN IF CORETECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(d) Licensee agrees not to bring any suit or action against CORETECH, and/or its affiliates or subsidiaries, and/or any of their respective directors, officers, employees or agents for any reason whatsoever more than one year after the cause of action arises. Licensee recognizes that fees paid by Licensee for the Licensed Products and Services are based in part on the disclaimer of warranty and limitation of liability provisions set forth herein and that, in the absence of Licensee’s agreement to such terms and conditions, the charges for the Licensed Products would be significantly higher. The limitations and exclusions set for the in this Section 9 shall not apply to any claim in respect of death or personal injury.
10. Term and Termination.
(a) This Agreement is effective upon Licensee’s acceptance of this Agreement, or upon installing, copying, or otherwise using the Licensed Products, even if Licensee has not expressly accepted this Agreement. This Agreement shall continue in full force and effect until terminated Without prejudice to any other rights, this Agreement and all License(s) will terminate automatically and without notice on the following events: (i) Licensee breach any terms and conditions of this Agreement, if such breach is not remedied to CoreTech’s reasonable satisfaction within thirty (30) days after written notice from CoreTech specifying a breach of this Agreement, including failure to make any payment due to either CoreTech or a Reseller in connection with the Licensed Products in a timely manner; (ii) Licensee files a petition for its reorganization, dissolution or liquidation, or such a petition is filed against Licensee and is not dismissed within sixty (60) days thereafter; or (iii) Licensee ceases doing business or commence dissolution or liquidation proceedings.
(b) Upon expiration of a given License Term and/or any expiration or termination of this Agreement, Licensee shall promptly pay all sums owed by Licensee, return to CoreTech the original copies of all Licensed Products for which the License Term has expired or has been terminated, destroy and/or delete all copies and backup copies thereof from Licensee’s computer libraries, storage facilities and/or hosting facilities, and certify in writing by an officer that Licensee is in compliance with the foregoing requirements and that such Licensed Products are no longer in Licensee’s possession or in use.
(c) Sections 5, 6, 7, 8, 9, 10, 11, 12 shall survive expiration or termination of this Agreement.
11. Governing Law and Jurisdiction.
All disputes arising under, out of, or in any way connected with this Agreement shall be governed by and construed in accordance with the laws of Taiwan without reference to the conflicts of laws principles. The parties hereby expressly disclaim the application of the U.N. Convention for the International Sales of Goods. All disputes arising under, out of, or in any way connected with this Agreement shall be litigated exclusively in the courts situated in Hsinchu City of Taiwan, and in no other court or jurisdiction. Notwithstanding the foregoing or anything to the contrary, CoreTech shall have the right to bring a claim in any court of competent jurisdiction to enforce any intellectual property rights and/or protect any confidential information. Licensee stipulates that the courts situated in Hsinchu City of Taiwan shall have personal jurisdiction over its person, and Licensee hereby irrevocably (i) submits to the personal jurisdiction of said courts and (ii) consents to the service of process, pleadings, and notices in connection with any and all actions initiated in said courts. The parties agree that a final judgment in any such action or proceeding shall be conclusive and binding and may be enforced in any other jurisdiction. Each party waives its right to trial by jury, where applicable, in connection with any dispute arising out of this Agreement.
12. General Terms.
12.1 Notices. Any notice or communication required or permitted under this Agreement shall be in writing. Any notice provided under this Section shall be deemed to have been received: (i) if given by hand, immediately; (ii) if given by mail, five (5) business days after posting; (iii) if given by express courier service, three (3) business days following dispatch in the jurisdiction of the sender; or (iv) if given by fax, upon receipt thereof by the recipient’s fax machine or as stated in the sender’s transmission confirmation report as produced electronically by sender’s fax machine.
12.2 Waiver. The failure of a party to enforce at any time any of the terms and conditions of this Agreement shall not be construed to be a waiver of the right of the party thereafter to enforce such any terms and conditions.
12.3 Severability. It is intended that this Agreement shall not violate any applicable law, and the unenforceability or invalidity of any provision shall not affect the force and validity of the remaining provisions, and such provisions determined to be unenforceable or invalid shall be deemed severed from this Agreement and, to the maximum extent possible, be replaced with terms which as closely as possible approximate the interest and economic intent of such unenforceable or invalid provisions so as to affect the intent of the parties as reflected by such provision.
12.4 Marketing. Licensee hereby expressly agree that while this Agreement is in effect, CoreTech shall be authorized to identify Licensee as a customer/end-user of CoreTech Licensed Products and Services, as applicable, in public relations and marketing materials.
12.5 Amendment. CoreTech reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, provided by CoreTech, the most current version will prevail. If Licensee does not accept any amendment made to this Agreement, then the License Products and License(s) will be immediately terminated pursuant to Section 10.
12.6 Entire Agreement. This Agreement is the complete and exclusive statement of the contract between CoreTech and Licensee with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous proposal, representation, arrangements, agreements, or understanding you may have had with CoreTech and/or any of its affiliates, resellers or other representatives with respect to the subject matter hereof, either oral or in writing. Other than Section 12.5 provided herein, no waiver, consent, modification, amendment, or change of this Agreement shall be binding unless in writing and signed or otherwise expressly acknowledged and agreed by CoreTech and Licensee.
12.7 Conflicts. This Agreement, and all of the terms and conditions contained herein, shall automatically apply to all purchase orders issued by Licensee and accepted by CoreTech or any of CoreTech’s affiliates, resellers or other representatives in relation to the Licensed Products during the term of this Agreement. For the avoidance of doubt, the parties hereby acknowledge and agree that CoreTech and such CoreTech’s affiliates, resellers or other representatives shall not be bound by any preprinted terms or conditions in the Licensee’s purchase order.