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Gladius Defense & Security Terms and Conditions

1. License. (a) This Agreement between Gladius Defense & Security, LLC. (hereafter referred to as “GDS”) and Licensee concerns one or more electronic databases developed and maintained by GSD each consisting of (1) a proprietary database (the "Database") of defense market information, including but not limited to, the information, text, photographic and other images and data contained therein (collectively, the “Information”) and the proprietary organization and structures for categorizing, sorting and displaying such Information, (2) evaluations, guides, assessments, models, and other analyses related to defense and aerospace. Any information derived from the use of the Database and Information are collectively referred to herein as the “Licensed Product.” During the term of this Agreement, GSD hereby grants to Licensee a nonexclusive, nontransferable license to use only those portions of the Licensed Product that are expressly identified on the Subscription Form to which these GSD Terms and Conditions are attached, subject to and in accordance with the terms of this Agreement. The Licensed Product may be used by no more than the number of users set forth on the Subscription Form. Except where Licensee in an individual, and therefore the sole Authorized User, all of such users (the “Authorized Users”) must be individuals (1) employed by Licensee or an Exclusive Contractor of Licensee on the Subscription Form and (2) included on GSD’s list of Authorized Users and associated sites for the Licensed Product. Licensee understands that all individuals that benefit from the Licensed Product must be an Authorized User and Licensee agrees to notify GSD if the number of such individuals exceeds the number of Authorized Users set forth in this Agreement. Licensee will ensure that access to and use of the Licensed Product, and the user names and passwords (collectively, the “Passcodes”) and any other authentication method used to access the Licensed Product are available only to Authorized Users, and will not allow anyone other than an Authorized User access to the Licensed Product or Passcodes for any reason.
2. Use. (a) Subject to the prohibitions set forth below, during the term of this Agreement, Licensee may, in the ordinary course of business: (1) use the Licensed Product for Licensee’s internal research purposes; and (2) use the Database (A) to provide information regarding defense and aerospace to its clients and prospective clients; and(B) to market platforms and systems.  Subject to the provisions set forth below, Licensee may print Information or copy Information into word processing, spreadsheet and presentation programs (or other software programs with the express written consent of GSD), so long as the level of Information being printed or copied is reasonably tailored for Licensee’s purposes, insubstantial and used in compliance with this Section. (b) Except as set forth in Section 2(a), Licensee shall not distribute, disclose, copy, reproduce, make available, communicate to the public by telecommunication, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Licensed Product, or modify, adapt or create derivative works of the Licensed Product. (c) Notwithstanding any other provision herein, Licensee shall not: (1) upload, post or otherwise transmit any portion of the Licensed Product on, or provide access to any portion of the Licensed Product through, the Internet, any bulletin board system, any electronic network, any listing service or any other data sharing arrangement not restricted exclusively to Licensee and the Authorized Users.
3. Ownership. Licensee acknowledges that the Information is comprised of data that is owned by GSD and its licensors and that GSD and its licensors have and shall retain exclusive ownership of all proprietary rights to the Licensed Product, including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. Licensee shall have no right or interest in any portion of the Licensed Product except the right to use the Licensed Product as set forth herein. Licensee acknowledges that the Software, Database, Analysis, Information and Licensed Product constitute the valuable property and confidential copyrighted information of GSD and its licensors (collectively, the “Proprietary Information”). Licensee agrees to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge GSD’s and its licensor’s ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and (c) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying technological measure or rights management information included in the Licensed Product. Licensee shall be liable for any violation of the provisions of this Agreement by any Authorized User and by Licensee’s employees, Exclusive Contractors, affiliates and agents and for any unauthorized use of the Licensed Product by such persons. Without GSD’s consent, Licensee may not use or reproduce any trademark, service mark or trade name of GSD or its licensors.
4. Term. The term of this Agreement shall begin on the Start Date, shall continue for the initial term specified on the Subscription Form (the “Initial Term”), and shall expire at the end of such Initial Term on the last day of the calendar month in which the Start Date occurred, unless earlier terminated pursuant to the terms hereof. This Agreement shall continue thereafter for successive periods of one (1) year (each such successive period being a “Renewal Term”) commencing on the last day of the Initial Term or any Renewal Term, unless at least sixty (60) days prior to the last day of the Initial Term or any Renewal Term, either party has provided the other written notice of an intent not to renew. Licensee acknowledges that it is responsible for payment of License Fees (as defined below) pursuant to Section 5 for the entire Renewal Term unless the Agreement is terminated in accordance with the notice provisions of this Section. The “Start Date” shall be the date of dissemination by GSD of a Passcode for such Licensed Product to Licensee; provided, that for existing customers with Passcodes, the “Start Date” shall be the date of signature of this Agreement by GSD.
5. License Fees. Licensee agrees to pay the License Fees and all other fees set forth in this Agreement, which are priced in U.S. dollars and shall be paid in U.S. dollars (the “License Fees”). Licensee’s obligation to pay such fees shall begin on the Start Date. Licensee may choose to receive invoices for the License Fees by email, regular mail or both. In addition to anything set forth herein, GSD may: at any time during a Renewal Term increase the License Fees or charge other fees for any portion of the Licensed Product or service provided by GSD, provided, that if Licensee does not agree to the increase or charge implemented solely under this Section, then Licensee may give GSD written notice of termination within sixty (60) days of GSD’s notice of such increase or charge, in which case Licensee shall continue to pay the License Fees in place before the proposed increase or charge until the last day of the calendar month in which Licensee’s notice of termination is delivered, and this Agreement shall terminate with respect to such portion of the Licensed Product on such date. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net thirty days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, the amount of License Fees shall be paid by Licensee to GSD in full without any right of set-off or deduction. GSD may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The License Fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Licensed Products. GSD shall not be bound to use third party payment vendors, and any fees charged by such vendors shall be added to the License Fees payable hereunder.
6. Termination. (a) Either party may terminate any portion of this Agreement in the event of: (1) any breach of a material term of this Agreement by the other party which is not remedied within thirty (30) days after written notice to the breaching party; or (2) the other party’s making an assignment for the benefit of its creditors, or the filing by or against such party of a petition under any bankruptcy or insolvency law, which is not discharged within 30 days of such filing. (b) GSD may terminate any portion of this Agreement immediately without further obligation to Licensee: (1) upon GSD’s good faith determination of any violation by Licensee of any provision of Section 1, 2, 3,  or 13(a) hereunder, or any material provision of any other agreement between the parties or their affiliates; or (2) in the event that GSD discontinues the License Product or discontinues a particular product, upon five (5) days written notice at any time in GSD’s sole discretion in which case GSD shall refund any fees paid by Licensee to license the terminated portion of the Licensed Product after the effective date of such termination, and Licensee shall be released of its obligation to pay the associated License Fees due after the date of such termination. (c) GSD may interrupt the provision of any portion of the Licensed Product to Licensee upon GSD’s good faith determination of any violation by Licensee of any provision of Section 1, 2, 3, or 13(a) hereunder, or any material provision of any other agreement between the parties or their affiliates, and Licensee shall continue to be responsible for all License Fees, provided that Licensee shall not be responsible for license fees for an interrupted period if there was not an actual violation. GSD will restore the provision of the Licensed Product only if all amounts due hereunder are paid and if, in GSD’s reasonable opinion, GSD has received satisfactory assurances as to the cessation of the violation. (d) Upon Licensee’s breach of any term of this Agreement, all License Fees and all other fees payable hereunder shall become immediately due and payable in full, and in addition to the foregoing, GSD’s remedies shall include any damages and relief available at law or in equity. If GSD retains any third party to obtain any remedy to which it is entitled under this Agreement, GSD shall be entitled to recover all costs, including attorney’s fees and collection agency commissions, GSD incurs.
7. Post-Termination. At termination or nonrenewal of this Agreement, Licensee may no longer use any portion of the Licensed Product in any manner. Within ten (10) days after the effective date of termination or nonrenewal, Licensee will permanently delete or destroy all elements of the Licensed Product under its control and upon request from GSD, affirm the completion of this process by execution and delivery to GSD of an affidavit to that effect reasonably satisfactory to GSD. In addition, GSD may at its sole expense audit Licensee’s compliance with this provision and the terms of the Agreement, provided, that such audit will occur under Licensee’s reasonable supervision and Licensee shall cooperate in the conduct of the audit. Notwithstanding anything to the contrary in the second sentence of this Section 7, upon any non-renewal or termination of the Agreement, Licensee shall not be required to purge from its hard-copy, electronic or email files Information from the Licensed Product that Licensee’s Authorized Users incorporated into its own reports, analyses or other materials in compliance with the terms of this Agreement and which are contained in such hard-copy, electronic or email files, (the “Post-Termination Information”); provided, however, that the Post-Termination Information may be retained solely for archival, legal or regulatory purposes and may not be used, copied, distributed or displayed for internal research or marketing or for establishing, populating or used within any defense and aerospace service or other searchable database or for any other purposes.
8. Licensed Product. Subject to Section 11, during the term of this Agreement, GSD will provide updated Information, as applicable, to Licensee, which updates may be provided through the Internet or in such other manner as determined by GSD. Licensee is responsible for providing all hardware, software and equipment necessary to obtain and use the Licensed Product. Licensee is responsible for all charges necessary to access the Licensed Product. GSD reserves the right to modify any part of the Licensed Product or the way the Licensed Product is accessed at any time, so long as such modifications do not significantly degrade the Licensed Product.
9. Reserved.
10. LIMITATION ON LIABILITY. (a) LICENSEE ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, GSD AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE “GSD PARTIES”) WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY LICENSEE OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE LICENSED PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE LICENSED PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE LICENSED PRODUCT. (b) THE GSD PARTIES’ AGGREGATE, CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND USE OF THE LICENSED PRODUCT SHALL BE LIMITED TO LICENSEE’S ACTUAL, RECOVERABLE DIRECT DAMAGES, IF ANY, WHICH IN NO EVENT SHALL EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO GSD UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE LICENSEE’S SOLE AND EXCLUSIVE REMEDY. (c) UNDER NO CIRCUMSTANCES WILL ANY OF THE GSD PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF, BASED ON, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED PRODUCT, EVEN IF GSD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IN THIS SECTION 10(c) IS INDEPENDENT OF LICENSEE’S EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS. (d) NO ACTION ARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. (e) THE PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THE CAUSE OR FORM OF ACTION, WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION.
11. NO WARRANTIES. ALTHOUGH GSD MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED ‘AS IS’, ‘WITH ALL FAULTS’, AND ‘AS AVAILABLE’. THE GSD PARTIES MAKE NO WARRANTIES. THE GSD PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE LICENSED PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY GSD PARTY, AND (5) THAT ACCESS TO OR USE OF THE LICENSED PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. LICENSEE UNDERSTANDS THAT THE CONTENT CONTAINED IN THE LICENSED PRODUCT ARE BELIEVED TO BE STATE OF THE ART AND, BY REASON OF THEIR LIMITED PERIOD OF USE, THEIR DEGREE OF ACCURACY IS NOT PROVEN.  LICENSEE SHALL NOT HOLD GSD OR ITS LICENSORS RESPONSIBLE FOR ANY ERRORS OR FOR ANY INFORMATION, CONTENT, AND DATA COMPRISING THE LICENSED PRODUCT.
12. Assignment. The parties’ obligations hereunder are binding on their successors, legal representatives and permitted assigns. Licensee may not assign or transfer (by operation of law or otherwise) this Agreement nor the license granted hereunder, in whole or in part, without the prior written consent of GSD. Notwithstanding anything set forth to the contrary above, in the event of Licensee’s merger with or acquisition of, or acquisition of assets by, any third party, Licensee shall be entitled upon written notice, without approval from GSD, to assign its rights and obligations under this Agreement to such third party; provided, however, that (a) such assignment shall not result in the elimination of any then-existing GSD revenue stream from Licensee or such third party; and (b) in no event shall Licensee be entitled to assign its rights and obligations hereunder to any individual or entity that directly or indirectly competes with GSD or any of its affiliates.
13. Passcodes. (a) Licensee will designate a person authorized to determine and change the level of each Authorized User’s access to the Licensed Product and designated to ensure that Licensee complies with this Agreement. No Authorized User may access the Licensed Product using any Passcode other than the Passcodes assigned to such Authorized User. No Authorized User may share his assigned Passcodes with any other person nor allow any other person to use or have access to his Passcodes. During the term of this Agreement, Licensee will promptly notify GSD of any Authorized User’s change of employment or contractor status with Licensee, including termination of an Authorized User’s employment or contractual service with Licensee, and upon such termination Licensee shall cease using and destroy the Passcodes for such Authorized User. No Authorized User who ceases to be an employee or Exclusive Contractor of Licensee may use any Passcodes in any manner. (b) Each Authorized User’s access to the Licensed Product may be limited to a designated computer and requires the Authorized User to access the Licensed Product solely using the Passcodes and, if required by GSD, Passcodes with two-factor authentication, including, but not limited to, facial recognition authentication. GSD is under no obligation to confirm the actual identity or authority of any party accessing the Licensed Product under your Passcode or other authentication method.
14. Indemnification.Licensee agrees to defend, indemnify and hold harmless GSD, its affiliates, and approved assignees, and their partners, directors, officers, employees and agents for all costs and expenses including attorney’s fees, associated with the defense and settlement of any threatened, pending or completed claim, demand or action by any person not a party to this Agreement resulting from, arising out of or relating to Licensee's use or application of the Database, Information or Licensed Product in contravention of the terms of the Agreement, including a claim under any  laws, rules or regulations (a “Claim”) and shall pay any judgments or settlements based thereon; provided, that GSD shall give Licensee prompt written notice of the Claim (provided, however, that GSD’s failure to provide such notice shall not relieve Licensee of its indemnification obligations except to the extent it is prejudiced thereby), sole control of the proceedings or settlement, and, at Licensee’s expense, reasonable cooperation, information and assistance in the defense or settlement negotiations. GSD may, at its own expense, reasonably assist in such defense if it so chooses, provided that Licensee shall control such defense and all negotiations relative to the settlement of any such claim. This clause shall survive the expiration or termination of the Agreement for any reason. Solely with respect to any Claim under any laws, rules or regulations pursuant to the Section above, if for any reason the foregoing indemnity is unavailable to any GSD Party, GSD shall be entitled to seek in a court of competent jurisdiction Licensee’s contribution to such Claim under any legal or equitable theories available to it.
15. Notices; Invoices. All notices given hereunder will be in writing and delivered by email, personally mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight courier company. If such notice is being delivered to Licensee, such notice shall be delivered to Licensee’s physical address specified on the Subscription Form, email address or to such other address as Licensee may specify, and if being delivered to GSD, delivered to the physical address set forth on the Subscription Form, Attention: Legal, email address or to such other address as GSD may specify. All notices will be deemed given if delivered personally or by email, on the day of delivery, if mailed by registered or certified mail, three days after the date of mailing, if delivered by a well-recognized overnight courier company, one day after dispatch, and if delivered by overnight international mail, four days after mailing. Licensee agrees that GSD may include notices on invoices sent to Licensee by regular mail or email. Pursuant to Section 4 of this Agreement, Licensee may deliver notices of termination to GSD via email at the following address: info@gladiusds.com
16. Force Majeure. GDS shall have no liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof due to causes beyond GSD’s control, including industrial disputes, acts of God or government, public enemy, war, fire, other casualty, failure of any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of storing or transmitting the Licensed Product.
17. Reserved.
18. Choice of Law; Jurisdiction. This Agreement shall be construed under the laws of the District of Columbia without regard to choice of law principles. GSD irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the District of Columbia for the purpose of any action brought against GSD in connection with this Agreement or use of the Licensed Product. Licensee irrevocably consents to the jurisdiction and venue of the federal and state courts located in the District of Columbia, or in any State where Licensee's Authorized Users are located, for purposes of any action brought against Licensee in connection with this Agreement or use of the Licensed Product.
19. Miscellaneous. This Agreement contains the entire understanding of the parties with respect to the Licensed Product and supersedes any prior oral or written statements by Licensee, GSD, or their respective representatives and documents with respect to such subject matter; provided, that this Agreement does not supersede any other written license agreement between the parties unless expressly provided herein. Unless otherwise required by state or federal law, Licensee agrees to keep the terms of this Agreement strictly confidential. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.  The foregoing sentences of this clause shall not limit or exclude any liability for fraud. This Agreement may not be amended, modified or superseded, nor may any of its terms or conditions be waived, unless expressly agreed to in writing by all parties. If any provision of this Agreement not being of a fundamental nature is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement will not be affected. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision. Licensee acknowledges that in the event of a breach of any of these terms by Licensee, GSD may suffer irreparable harm and shall be entitled to seek injunctive relief (without the necessity of posting a bond) as well as all other monetary remedies available at law or in equity. The failure of any party at any time to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same. Headings are for reference only. The provisions of Sections 2, 3, 5, 6, 7, and 10 through 19 hereof will survive nonrenewal or termination of this Agreement.