Datawatch Analytics (Singapore) Pte Ltd Enterprise License Order Agreement Terms and Conditions
Datawatch Analytics (Singapore) Pte Ltd (“Datawatch”) and the party identified on this Enterprise License Order Agreement
(the “Licensee”) agree as follows:
1. LICENSE GRANT: Pursuant to this Enterprise License Order Agreement Terms and Conditions (the “License
Agreement”), Datawatch Analytics (Singapore) Pte. Ltd (“Datawatch”) grants Licensee the following non-exclusive, nonassignable,
non-transferable, limited license rights to the software specified on the Datawatch Analytics (Singapore) Pte. Ltd
Order Agreement (the “Order Agreement”), in machine-readable object code form only, any installation routines including
license key codes, and the technical specifications, user documentation and training materials associated therewith (the
“Documentation”) (collectively, the “Software”), subject to Licensee’s payment of the license fees as set forth in the Order
Agreement and to the terms and conditions set forth herein.
(a) Paid-up License. Licensee may install and Use (as defined below), on a perpetual basis (subject to Section 7 below), one
copy of the Software or the number of copies of Software specified in the Order Agreement.
(b) Single Named User License. The Software is licensed to a single named user (“Single Named User”) to be used by that
individual only on a single physical or virtual computer (the “Computer”). The Single Named User License may be installed
on a personal computer or workstation provided that the use of the Software is restricted to the Single Named User. The license
for a named individual user can be installed on a network server if the corresponding network server license has been purchased.
A separate license fee must be paid for each additional Computer on which the Software is used, and the Software may not be
used on more Computers than the number of licenses listed on the Order Agreement. Licensee may physically transfer the
Software from one Computer to another in the licensed individual’s possession and control, provided that Licensee removes
all copies of the Software from the Computer from which the Software is being transferred.
(c) Network License. If ordered as a Network License, the Network License can be installed on a network server for use only
to allow client access to the Software on internal Computers. Each Computer that accesses the Software on the network server
must have a separate software license (other than the user manager software). A license for the Software may not be shared
or used concurrently on different servers. The number of CPUs contained in the server must be equal to or be less than the
number of CPUs the software is licensed for on that server.
(d) Subscription License. If ordered as a subscription license pursuant to an Order Agreement, then Licensee may Use the
Software as described in Section 1(a), provided, however, that Licensee’s right to use the Software is not perpetual and is timelimited
to the term specified in the Order Agreement. If Licensee does not purchase a term extension prior to the expiration of
the then-current term, then at the end of such term this License Agreement (including any licenses granted hereunder) and the
Order Agreement shall be terminated pursuant to Section 7 below and Licensee must abide by all provisions stated therein.
(e) “Use” and “Authorized User”. For purposes of this License Agreement, “Use” means the processing of data for Licensee’s
internal operations and “Authorized User” means Licensee or any of Licensee’s employees who have been granted access to
the Software, as well as third-party consultants who use the Software on Licensee’s behalf and have executed confidentiality
agreements with Licensee that are at least as protective of Datawatch’s confidential information as the provisions of this License
Agreement, and have agreed to abide by all the terms and conditions of this License Agreement and the Order Agreement.
Licensee agrees that Licensee is responsible to Datawatch for all use of the Software by such employees and third-party
(f) Restrictions. The license rights granted to Licensee under this License Agreement and the Order Agreement are expressly
conditioned upon Licensee’s compliance at all times with the license restrictions set forth in this Section 1(f). Failure to comply
with such restrictions shall be grounds for Datawatch to terminate this License Agreement and the Order Agreement and
Licensee’s license rights hereunder immediately and without notice. Licensee shall not:
(i) Use, print, display, publish, disclose, transmit, record, encumber by way of security interest or otherwise pledge or
transfer, assign, distribute or make available the Software, except as expressly authorized herein. Any attempted transfer,
assignment, encumbrance or pledge in violation of this License Agreement shall be void.
(ii) Make any copies of all or any part of the Software except for the number of installations of the Software equal to the
number of licenses purchased pursuant to the Order Agreement, and up to one archival and backup copy of the Software.
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(iii) Modify, translate, adapt, reverse engineer, decompile, disassemble, incorporate the Software, in whole or in part, in
any other product, or create derivative works based on the Software. If, notwithstanding the foregoing restrictions, Licensee
makes any modifications, enhancements or derivative works to the Software, Licensee hereby assigns to Datawatch all
rights, title, and interest in and to such modifications, enhancements, and/or derivative works.
(iv) Use the Software to provide, or attempt to provide, any facility management, time sharing, service bureau, application
hosting, application service provider (ASP), third party consulting service or other similar services, or to provide access to
data to customers or other third parties.
(v) Rent, lease, sell, license or sublicense the Software to a third party or operate the software for the benefit of a third
party, including in the provision of consulting services for third party clients. Any attempted rental, lease, sale, license or
sublicense in violation of this License Agreement shall be void.
(vi) Remove any copyright, patent, trademark, proprietary rights, disclaimer or warning notice included on or embedded
in any part of the Software or any copy of the Software.
(vii) Install, or otherwise use, software or hardware that is capable of reducing the number of users directly accessing or
using the Software (sometimes called “multiplexing” or “pooling” software or hardware) unless Licensee purchases a
multiplexer license from Datawatch, in addition to the number of required Single Named User Licenses.
(viii) Export the Software for the purposes of directly populating or loading any database or database management system
for other than personal use.
(ix) Use the Software as part of any automated process developed using scripting, APIs or other programmatic methods.
(x) Use any software to read the Software output.
(xi) Permit others (including Authorized Users) to do any of the foregoing.
(g) Audit. Licensee agrees to allow Datawatch or its agent to inspect or conduct an independent audit from time to time on
Licensee’s use of the Software to verify Licensee’s compliance with this License Agreement and the Order Agreement. In the
event that any audit reveals an underpayment by Licensee of more than five percent (5%) of the amounts due Datawatch in the
period being audited, or that Licensee has breached any term of this License Agreement or Order Agreement, then, in addition
to any other remedies Datawatch may have, Licensee will promptly pay to Datawatch any underpayments and the cost of the
(h) Third Party Licenses. The Software distributed by Datawatch may include certain “Third-Party Software” which Datawatch
and its wholly owned subsidiaries license from third parties. Licensee may review any such Third Party Software licenses at
the URL indicated in the Order Agreement and, by using the Software, Licensee agrees to be bound by their terms and
conditions, in addition to those in this License Agreement.
2. MAINTENANCE: If Licensee has purchased a maintenance contract on the Order Agreement, Datawatch will provide
Licensee with the following services (“Maintenance”): (1) telephone or email support from Monday through Friday during
Datawatch’s normal business hours, except public holidays; (2) supply of maintenance releases of the Software as described
below; and (3) notification of product problems and solutions. Maintenance is available for the current Software version and
the prior version. Provided that Licensee’s Maintenance is not lapsed, Datawatch agrees to provide Licensee, free of charge,
with such maintenance releases, bug fixes, corrections, enhancements, updates and new releases to the Software (other than
those independently priced and licensed) as Datawatch may release (collectively “Updates”). All Updates and upgrades shall
be considered part of the Software for purposes of the License Agreement and shall be governed by all the same terms and
conditions of this License Agreement and the Order Agreement as are applicable to the Software. Customer may renew
Maintenance annually at the amount on the Order Agreement, plus a minimum of three percent. To reinstate lapsed
Maintenance, Licensee must pay Maintenance fees for the full lapsed period plus the annual period going forward from the
renewal date (at the maintenance price current at the time of the reinstatement), in addition to a reinstatement fee. Maintenance
that lapses for more than six (6) months is not eligible for reinstatement.
3. OWNERSHIP: Licensee acknowledges and agree that Datawatch and its suppliers maintain exclusive ownership of all
right, title and interest in and to the Software, in all forms and all copies thereof including, without limitation, any and all
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worldwide copyrights, patents, trade secrets, trademarks, and proprietary and confidential information rights associated with
the Software. Licensee agrees to reproduce and include the copyright notices on any copies of the Software which Licensee
are permitted to make. The Software is protected by US copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. This is a license, not a sale of the Software or any copy of it, nor is it a waiver of any
intellectual property rights of Datawatch. Licensee acknowledges and agrees that nothing in this License Agreement or the
Order Agreement gives Licensee any right, title or interest in or to the Software except for the limited express rights granted
pursuant to Section 1 of this License Agreement. All rights not expressly granted herein shall be reserved to Datawatch. No
implied licenses are granted hereunder.
4. DELIVERY: Datawatch shall deliver the Software set forth on the Order Agreement via electronic delivery to the address
set forth on the Order Agreement, or, if electronic delivery is somehow not practicable in Datawatch’s judgment, then FOB
shipping point. Unless otherwise agreed by the parties, the Software will be delivered on media containing, together, one copy
of the Software and one copy of such user manuals and other printed material which may be included with the Software.
Licensee assumes all risk of loss, damage or destruction of the Software after receipt of the Software.
5. PAYMENT: License and Maintenance Fees are billed according to the schedule outlined in the Order Agreement. Invoices
shall be paid by Licensee within thirty (30) days of receipt. Any late payments to Datawatch will accrue interest at the lesser
of (i) eighteen percent (18%) per annum and (ii) the maximum interest allowable by law. Licensee must notify Datawatch in
writing within thirty (30) days of receipt of invoice of any disputed amounts and must pay all undisputed amounts in full when
due. Licensee shall be responsible for all reasonable costs incurred by Datawatch in connection with collecting amounts past
due, including without limitation, attorney and collection fees. All fees and expenses are exclusive of any national, state,
municipal, or other governmental excise, sales, value-added and occupational taxes and other fees and levies, all of which
Licensee shall be responsible for and will pay in full, other than taxes based on Datawatch’s net income.
6. CONFIDENTIALITY: Licensee acknowledges and agrees that the Software is confidential information of Datawatch and
that it constitutes valuable proprietary information and trade secrets of Datawatch. Accordingly, Licensee agrees to use the
Software only in accordance with the terms and conditions of this License Agreement and to implement commercially
reasonable procedures to prevent other persons from obtaining access to or use of the Software without Licensee’s knowledge
and Datawatch’s prior express written permission.
(a) Termination by Licensee. Licensee may terminate this License Agreement and related licenses at any time by destroying
the Software, together with all copies in any form, and providing Datawatch with written notice of termination and certifying
such destruction. In the event of any such termination, Licensee agrees that any pre-paid fees are non-refundable. If the Order
Agreement provides for ongoing payments during a specified term, and Licensee terminates prior to the end of such term,
Licensee agrees to pay the full amount that would have become due during such term, and such payment shall be due in full
(b) Termination by Datawatch. Without prejudice to any other rights, Datawatch may terminate this License Agreement and
the Order Agreement immediately upon written notice to Licensee if Licensee fails to comply with any of the terms and
conditions of this License Agreement (including without limitation any violation of the restrictions set forth in Section 1(f) or
the failure to pay any amounts owed by Licensee to Datawatch pursuant to this License Agreement or the Order Agreement),
or in the event that Licensee ceases its business operations, makes a general assignment for the benefit of creditors, is adjudged
bankrupt, or becomes insolvent.
(c) Effect of Termination or Expiration. Upon termination of this License Agreement for whatever reason, all Order
Agreements regarding Licensee’s use of the Software, and all licenses granted hereunder and there under, shall be immediately
terminated. Within 15 days following the effective date of such termination or expiration, Licensee must return to Datawatch
or destroy all copies of the Software and all of its component parts and delete or otherwise remove the Software from any
computer hardware on which it was installed, and promptly certify in writing to Datawatch that the same have been returned
or destroyed. Termination of this License Agreement or the Order Agreement shall not relieve either party of any payment or
other obligation under this License Agreement or the Order Agreement which was to have been performed by such party prior
to termination. Sections 1(f), 1(g), 1(h), 3, 5, 6, 7(c), 8(b), 8(c) and 10-18 of this License Agreement shall survive the
termination or expiration of this License Agreement.
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8. LIMITED WARRANTY AND LIMITATION OF LIABILITY:
(a) Datawatch warrants solely that, for a period of thirty (30) days from the date of Licensee’s receipt of the Software, (i) the
Software will function substantially in accordance with published specifications on the date of delivery to Licensee provided
that Licensee uses the Software in accordance with this License Agreement, the Documentation, and as otherwise directed by
Datawatch; and (ii) the media on which the Software is distributed are free from defects in materials and in workmanship. This
warranty does not apply if: (1) the Software has been altered or modified, (2) the Software has not been installed, operated,
repaired or maintained in accordance with the Documentation, (3) the Software has been subjected to abnormal physical or
electrical stress, misuse, negligence or accident, (4) the version of the Software used does not include all Updates available
from Datawatch, or (5) the defect or error was caused by third-party hardware or software malfunctions or failure or by acts or
omissions caused by persons other than Datawatch. Provided that Licensee gives notice of return to Datawatch within such
30-day period and that Licensee returns the Software no later than ten days after the expiration of such 30-day period, a copy
of this License Agreement and the Order Agreement and a written statement specifying in reasonable detail the nature of the
claimed non-conformance or defect then, as Licensee’s exclusive remedy and as Datawatch’s entire liability, whether in
contract, tort or otherwise, for non-conformity with the foregoing limited warranty, Datawatch will, at its discretion, do one of
the following: (a) use reasonable commercial efforts to correct the non-conformance or defect of the Software; (b) replace the
Software at no additional charge; or (c) refund the license fee and terminate Licensee’s license to Use the Software. Datawatch
does not warrant that the Software will meet Licensee’s requirements or that the operation of the Software, or any Third-Party
Software, will be uninterrupted or error free. No oral or written information given by Datawatch, its agents, or employees shall
create a warranty. The limited warranty provided in this Section 8(a) gives Licensee specific legal rights and Licensee may
also have other rights which vary from jurisdiction to jurisdiction.
(b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(a) ABOVE, DATAWATCH DISCLAIMS ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
(REGARDLESS OF ANY KNOWLEDGE OF LICENSEE’S PARTICULAR NEEDS) AND THOSE ARISING BY
STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. IF IMPLIED
WARRANTIES MAY NOT BE DISCLAIMED BY APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE
LIMITED IN DURATION TO 30 DAYS AFTER RECEIPT OF THE SOFTWARE. SOME JURISDICTIONS DO NOT
ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE ABOVE LIMITATION MAY
NOT APPLY. Licensee assumes full responsibility for the selection of the Software to achieve Licensee’s intended results and
for the installation, use, and results obtained from the Software, including but not limited to providing a suitable system for
installation, providing the appropriate environment for operating the Software and loading Licensee’s data. Due to the inherent
complexity of computer software, Licensee is advised to verify its work.
(c) DATAWATCH’S CUMULATIVE LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN
CONNECTION WITH THE SOFTWARE, OR DATAWATCH’S AGREEMENT WITH LICENSEE, SHALL NOT
EXCEED THE LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE IN THE PRECEDING TWELVE MONTHS.
IN NO EVENT SHALL DATAWATCH OR ITS DEVELOPERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES
OR SUPPLIERS BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA,
LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS). THE FOREGOING
LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH DAMAGES ARE
SOUGHT AND EVEN IF DATAWATCH OR A REPRESENTATIVE OF DATAWATCH HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
IF APPLICABLE LAW RESTRICTS THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THEN
THE FOREGOING PROVISIONS SHALL BE DEEMED TO EXCLUDE AND LIMIT DATAWATCH’S LIABILITY FOR
ANY SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Licensee acknowledges that Datawatch has established the license fee for the Software based on the limitations contained in
this Section 8 and Licensee has agreed to the license fee paid based in part upon Licensee’s agreement with and acceptance of
the terms of this Section 8.
(a) Indemnity. Datawatch shall indemnify, defend and hold harmless Licensee and Licensee’s directors, officers, agents,
Authorized Users, and employees (collectively, the “Indemnified Parties”) against all losses, damages, liabilities, costs, and
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expenses (including but not limited to attorneys’ fees) resulting from any action, suit, claim, demand, or proceeding, that the
Software or Use thereof infringes or misappropriates any United States patent, copyright or trademark of any third party. The
foregoing shall not apply unless the Indemnified Parties (i) inform Datawatch as soon as practicable of the suit or action alleging
such infringement, (ii) allow Datawatch to control the defense of such suit or action and any related negotiations or settlement,
and (iii) cooperate with Datawatch in such defense or settlement.
(b) Limitations. If the Software is held to infringe or is believed by Datawatch to possibly infringe, Datawatch shall have the
option, at its expense, to (i) modify the Software to be non-infringing; or (ii) obtain for Licensee a license to continue using the
Software. If Datawatch determines it is not commercially reasonable to perform either of the above options, then Datawatch
may at its option elect to terminate the license for the Software and refund the fees paid to Datawatch by Licensee for the
Software on a five year amortization schedule from the date of the Order Agreement. THIS SECTION STATES LICENSEE’S
SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT.
Notwithstanding any other provision of this License Agreement, Datawatch assumes no liability, and shall have no liability,
for any claims or allegations of infringement with respect to the Software, or any software in or with which the Software may
be used, based on: (1) an Indemnified Party’s use of the Software after Datawatch’s notice to cease use of the Software due to
a claim or allegation of infringement; (2) any modification of the Software by an Indemnified Party or pursuant to Licensee’s
provided specifications; (3) an Indemnified Party’s combination of Software with non-Datawatch Software, data, hardware, or
other materials, if such infringement claim would have been avoided by the exclusive use of the Software alone; 4) Use of the
Software that does not include all Updates available from Datawatch if such Update is necessary to avoid infringement; (5) any
trademark or trade name infringement involving any marking or branding of an Indemnified Party; or (6) use of any Software
licensed pursuant to Section 1(f) of this License Agreement.
10. GOVERNING LAW AND JURISDICTION: This License Agreement and the Order Agreement shall be governed,
interpreted, and enforced by the laws of Singapore and all claims relating to or arising out of this Agreement, or the breach
thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Singapore. Any legal action
brought involving this License Agreement or the Order Agreement shall be brought only in the courts of Singapore. Both
parties to this License Agreement submit to venue and jurisdiction in these courts. In the event that an action or claim arises
outside of the exclusive jurisdiction specified herein which names Datawatch as a party, Datawatch and Licensee specifically
agree to initiate, consent to and/or cooperate with any and all efforts to remove the matter to the exclusive jurisdiction named
herein, or otherwise take any and all reasonable actions to achieve the objectives of this provision. The parties hereby exclude
the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information
Transactions Act from this License Agreement and the Order Agreement.
11. TRANSFER OF LICENSE: Licensee may not transfer or assign this License Agreement or the Order Agreement, any
licenses granted hereunder or all or a portion of the Software to any third party. Datawatch may freely assign this License
Agreement and the Order Agreement in whole or in part.
12. ENTIRE AGREEMENT: This License Agreement and the Order Agreement, if applicable, together constitute the entire
agreement and understanding of the parties and supersede all prior and contemporaneous agreements, understandings,
negotiations and proposals, oral or written, including any shrinkwrap license agreement included with the Software. This
License Agreement and the Order Agreement may be amended or modified only by a subsequent agreement in writing signed
by each of the parties and may not be modified by course of conduct or the terms of any purchase order or sales invoice. The
waiver by either party of a breach of a term or condition of this License Agreement or the Order Agreement must be in writing
and will not be construed as a waiver of any subsequent breach of such term or condition or the waiver of the provision itself.
A party’s performance after the other party’s breach shall not be construed as a waiver of that breach. In the event of any
conflict between the terms of this License Agreement and those of the Order Agreement, the terms of the Order Agreement
shall govern with respect to the subject matter of such conflicting terms.
13. SEVERABILITY: In the event any provision of this License Agreement or the Order Agreement is found to be invalid,
illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be
affected or impaired thereby, and that provision shall be reformed, construed and enforced to the maximum extent permissible,
provided that this License Agreement and the Order Agreement shall not then substantially deprive either party of the
bargained-for performance of the other party. Any such invalidity, illegality or unenforceability in any jurisdiction shall not
invalidate or render illegal or unenforceable such provision in any other jurisdiction.
14. U.S. GOVERNMENT RESTRICTED RIGHTS: The Software is a “commercial item” as that term is defined in 48 C.F.R.
2.101 (October 1995) consisting of “commercial computer software” and “commercial computer software documentation” as
such terms are used in 48 C.F.R. 227.7202-1, 227.7202-3 and 227.7202-4 (June 1995). If Licensee is the U.S. Government or
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any agency or department thereof, the Software is licensed hereunder (i) only as a commercial item, and (ii) with only those
rights as are granted to all other end users pursuant to the terms and conditions of this License Agreement and the Order
15. EXPORT LAWS: None of the Software or underlying information or technology may be downloaded or otherwise
exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to
anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table
of Denial Orders. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that
Licensee is not located in, under the control of, or a national or resident of any such country or on any such list. In addition,
Licensee agrees to comply with all relevant export laws and regulations of the United States and any local laws in Licensee’s
jurisdiction that may impact Licensee’s right to import, export or use the Software, and represents that Licensee has complied
with any regulations or registration procedures required by applicable law to make this license enforceable.
16. REMEDIES: Licensee acknowledges the uniqueness of the Software and agrees that a breach of this License Agreement
by Licensee could cause Datawatch irreparable harm for which money damages may not be adequate, and that Datawatch shall
therefore be entitled to obtain, in addition to any other rights of recovery Datawatch may be entitled to pursue at law or in
equity, timely injunctive relief to protect Datawatch’s rights under this License Agreement without the necessity of posting a
bond. Any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages as may be
granted by a court of competent jurisdiction.
17. ANTI-BRIBERY AND CORRUPTION: The parties agree that in connection with, or in the performance of this License
Agreement, a party will not make or promise to make any payment (whether in currency, property or other thing of value) to
any third person, firm or entity (including, without limitation, any government official or representative) for the purpose of
obtaining or retaining business. Each party agrees that it does not desire and will not request any service or action by the other
party that would or might constitute a violation of any applicable international anti-bribery and corruption laws, regulations
and orders, including but not limited to the UK Bribery Act.
18. GENERAL: The terms, representations, warranties and agreements of the parties set forth in this License Agreement are
not intended for, nor shall they be for the benefit of or enforceable by, any third party. This License Agreement and any Order
Agreement may be executed in two or more counterparts and by PDF, each of which shall be deemed to be an original for all
purposes hereof. Notice under this License Agreement shall be in writing and may be by overnight mail, in person, or by
electronic mail and shall be deemed served when delivered.
19. PUBLICITY: During the term of this Agreement, Datawatch may list Licensee as a customer on the Datawatch website
and on Datawatch’s marketing and sales collateral. Licensee hereby grants to Datawatch a non-exclusive license to use
Licensee’s name and logo solely in connection with such listings and solely during the term of this Agreement.
20. PROFESSIONAL SERVICES: Datawatch may make available to Licensee project management, consulting, training and
implementation services (collectively, “Professional Services”) as indicated in an Order Agreement or as otherwise mutually
agreed. Such Professional Services are available to assist Licensee, under Licensee’s direction and at Licensee’s responsibility,
in the implementation of the Software or in various post-implementation projects or tasks that may occur from time to time.
Professional Services shall be made available at Datawatch’s prevailing rates. If Professional Services are included in the
Order Agreement, Datawatch shall make commercially reasonable efforts to schedule such Professional Services in accordance
with Licensee’s request. When Datawatch does schedule an appointment (“Appointment”) for the commencement of one or
more such Professional Services and Licensee, at Licensee’s own volition for whatever reason, postpone or cancel such
Appointment within five working days of the Appointment date, Datawatch may, at its discretion, invoke a charge for breaking
the Appointment equal to 100% of the normal billing rate for such services which would have commenced at the time of the
Appointment. If Licensee breaks an Appointment between six and ten working days prior to such an Appointment, Datawatch
may, at its discretion, invoke a penalty charge of 50% of the billing charge for such services which would have commenced at
the time of the Appointment. Consultancy and training days ordered must be scheduled to be performed within three months
of the date of order or they will be invoiced and must be paid for as if they have been performed by Datawatch; such days
invoiced and paid for will remain available to be used for a further three months, after which they will lapse. For each training
day provided by Datawatch, Datawatch will provide up to six sets of Documentation for Licensee’s internal training purposes
at no additional charge. Licensee may not make copies of the Documentation. Additional sets of Documentation may be
provided to Licensee at a reasonable additional cost.