This document is for FlightPath Academics clients, and referrs to the services which FlightPath Academics provides (FlightPath, Faculty Atlas, etc).

For the version of the Terms of Use which apply to your institution, see your signed contract.  The contents of this page are subject to change; always go by your signed contract.

 

1 Definitions. As used herein, the following capitalized terms shall have the meanings set forth below:

1.1 “Administration Page” The term “Administration Page” as used herein shall mean the dedicated web page on the FlightPath Academics or related Site provided pursuant to the terms of this Agreement.

1.2 “Affiliated Entity” The term “Affiliated Entity” as used herein shall mean any educational institution that directly or indirectly is controlled by or is under common control with Licensee, and uses the Licensee’s resources, name or identity.

1.3 “Documentation” The term “Documentation” as used herein shall mean the electronic documentation for Software available through the FlightPath Academics Site.

1.4 “FlightPath Academics Site” The term “FlightPath Academics Site” as used herein shall mean FlightPath Academics’ site on the World Wide Web, or the URL relating to FlightPath Labs, or Licensee’s unique web portal, or such other URL as FlightPath Academics may notify Licensee in writing.

1.5 “User” The term “User” as used herein shall mean any of Licensee’s staff, students, or other associated employees, administrators, etc. who access any portion of Software on computer equipment, including mobile devices, desktop computers, server environments, etc.

1.6 “Licensee” The term “Licensee” as used herein shall mean the undersigned licensee as identified above and any Affiliated Entity of the Licensee specifically named in an Exhibit A attached hereto.

1.7 “Software” The term “Software” as used herein shall mean the proprietary software belonging to FlightPath Academics and/or its licensors, including those software modules set forth in Exhibit A, and any and all updates and enhancements thereto provided by FlightPath Academics pursuant to this Agreement.

1.8 “Systems” The term “Systems” as used herein shall mean the services and servers provided, owned, or used by FlightPath Academics and/or its licensors.

1.9 “Support Hours” The term “Support Hours” as used herein shall mean the amount of time, expressed in hours, used by the Licensee and provided by FlightPath Academics staff, for the purposes of technical support, custom programming, training, initial onboarding and configuration, etc.

1.10 “Active Students” The term “Active Students” or “Active Users” as used herein shall mean those users who are designated as “active” in the FlightPath database, and/or those who have access to log into the FlightPath system.

 

2 Exhibit(s). This Agreement includes the following Exhibits attached hereto:

2.1 Exhibit A. Business Terms — sets forth the negotiated business terms of this Agreement and any statutorily required appendices. Different colleges, faculties or programs within Licensee’s institution or organization may have their own Exhibit A’s, which all form exhibits to this Agreement.

 

3 Intellectual Property and Trade Secrets. Software is, unless otherwise established as Open Source, owned by FlightPath Academics and/or its licensors, subsidiaries, parent companies, etc, and is protected under international copyright laws and treaties. It is understood that  “FlightPath” is an “Open Source” web-application framework, with its specific license structure described through its online documentation. It is understood and agreed that FlightPath Academics and/or its Licensors shall retain all right, title and interest in the licensed Software, including all copyrights, trademarks, service marks, trade secrets and any patent or other intangible rights associated with any improvements, modifications, or derivative works related to Software, now existing or developed by FlightPath Academics and/or its Licensors. Licensee understands and agrees that FlightPath Academics copyrights Software, and, in addition, contains confidential proprietary techniques and FlightPath Academics’ confidential trade secret information.

 

4 Ownership of Data. Licensee retains all right, title and interest in course, degree, and student data, and all other proprietary information owned, prepared or developed by Licensee in connection with this Agreement. FlightPath Academics makes no claims of authorship or ownership of this information, and shall only collect, use, and disclose de-identified personal data as described in section 15 of this Agreement. However, any intellectual property that is conceived, discovered, created, or developed from FlightPath Academics’ Confidential Information will be owned exclusively by FlightPath Academics.

 

5 License Grant. During the term of this Agreement and subject to the terms and conditions of this Agreement, Licensee may offer its Software installation or service, which may enable Users (depending on Software purchased pursuant to the Agreement) to access Software on computers. FlightPath Academics hereby grants to Licensee a non-exclusive, non-transferable, limited license, without right of sublicense, (i) to access Software and the Documentation from the FlightPath Academics or Related Site, (ii) to use Software only for the purpose of authoring, administering and configuring Software related content, and (iii) if applicable, to permit Users to use the Software for the purpose of advising and all other functionality typically associated with FlightPath.

5.1 FlightPath Academics grants to Licensee a non-exclusive, perpetual and worldwide license to use the Services in accordance with this Agreement and the licenses of the included and custom-programmed software. Custom software produced by FlightPath Academics, unless otherwise stated, is considered to be owned by FlightPath Academics, and retains the right to sell, modify, re-use, give away, or open-source any work produced. Custom-programmed work, including custom modules, routines, etc, for a client is not considered to be owned by the client, and will remain the property of FlightPath Academics.

5.2 Some software or artwork may be utilized which carry their own license agreements, including but not limited to Open Source licenses. The Licensee accepts those license terms, and will take all reasonable steps to ensure that those licenses' conditions are met and maintained.

 

6 Term and Termination.

6.1 Term. This Agreement shall commence on the Effective Date and, unless otherwise terminated, continue in full force and effect as specified in the Exhibit A.

6.2 Termination for Breach. In the event that either party is in material breach of this Agreement, and fails to cure such breach within thirty (30) days after written notice thereof, the non-breaching party may terminate this Agreement by subsequent written notice to the breaching party.

6.3 Mutual Agreement of Parties. Upon mutual agreement by the parties, this Agreement may be terminated at any time provided that the terms of the termination are memorialized in writing and signed by both parties. Except as set forth in Section 6.4, neither party may unilaterally terminate the Agreement for convenience.

6.4 Immediate Right of Termination. FlightPath Academics shall have the right to immediately terminate this Agreement by giving written notice to Licensee in the event that Licensee or any of its Users does or attempts to do any of the following:

a. Decodes, decompiles, reverse engineers, merges, modifies, translates, attempts to defeat or disable Software, or otherwise alters Software in any form outside of normal business requirements or outside of normal engagement with an Open Source product; or

b. Reproduces, duplicates or copies Software or creates derivative works based on Software (excluding components documented as “Open Source”), transfers, resells or grants any other rights of any kind for any copy of Software; or

c. Uses Software for purposes of: (i) benchmarking or competitive analysis of Software; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to FlightPath Academics' detriment or commercial disadvantage;

d. Probes, scans, penetrates or tests the vulnerability of the Systems or breaches the Systems’ security or authentication measures, whether actively or passively, without the prior written permission of FlightPath Academics;

e. Impersonates or misrepresents FlightPath Academics, as FlightPath Academics employee, another user, or any other person or entity (including without limitation, by using email addresses associated with any of the foregoing);

f. Introduces any programs that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Systems;

g. Fails, within thirty (30) days, after receipt of written notice from FlightPath Academics, to immediately discontinue the distribution or use of software that infringes any copyright of FlightPath Academics; or

h. Operates Software in any manner inconsistent with this Agreement or the operating instructions provided by FlightPath Academics; or

i. Fails, within one hundred and twenty (120) days, after receipt of written notice from FlightPath Academics, to pay any license fees due and payable pursuant to this Agreement; or

j. On the occurrence of bankruptcy or insolvency of a party.

 

6.5 Effect of Termination. In the event of termination of this Agreement, all License Fees paid to FlightPath Academics shall be deemed non-refundable, all outstanding License Fees shall be immediately due and payable but Licensee shall have no obligation to pay FlightPath Academics for future periods. Upon termination of this Agreement, Licensee will stop all use of Software and return to FlightPath Academics or destroy all copies of Software and other Confidential Information in Licensee’s possession or control.

 

6.6 Return of Data. Upon request by Licensee within ninety (90) days after the termination of the Agreement, FlightPath Academics shall provide access to Software for the sole purpose of Licensee downloading its data using standard download methods. After such 90-day period, FlightPath Academics will have no obligation to maintain or provide Licensee access to its data and may thereafter, unless legally prohibited, delete all of Licensee’s data in FlightPath Academics’ systems or otherwise in FlightPath Academics’ possession or under its control, however, Section 6.4 above shall remain in effect.

 

7 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR THE COST OF SUBSTITUTE GOODS, ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOSS OF PROFITS, DATA OR BUSINESS OPPORTUNITY), AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. FlightPath Academics’ MAXIMUM AGGREGATE LIABILITY FOR DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL PAYMENTS MADE BY LICENSEE (OR, IN THE CASE OF AN AFFILIATED ENTITY, BY SUCH AFFILIATED ENTITY) TO FlightPath Academics DURING THE TERM OF THE AGREEMENT, OR, FOR LIABILITY INCURRED DURING A TERM, TO THE TOTAL PAYMENTS MADE BY SUCH PARTY TO FlightPath Academics DURING THE THEN CURRENT RENEWAL TERM DESCRIBED IN EXHIBIT A.

 

8 Warranties.

8.1 Limited Warranty. FlightPath Academics warrants to Licensee that for the term of this Agreement, Software will substantially conform to the Documentation. Software will run properly and according to reasonable commercial software industry performance standards, if:

a. The User operates Software appropriately, and, properly follows all technical instructions and any recommendations of FlightPath Academics technical support staff;

b. Any computer or device running Software is in proper working order and reasonably modern (constructed within the previous five years, etc);

c. The User’s computer or device complies with the minimum specifications set forth on the FlightPath Academics Site.

 

8.2  If Software fails to conform to the foregoing warranty, FlightPath Academics will use commercially reasonable efforts to correct the non-conformity, and to redeliver the corrected Software to Licensee. The foregoing shall be Licensee’s sole and exclusive remedy for breach of warranty under this Agreement.

 

8.2 Conditions of Warranty. The warranty set forth in this Agreement is conditioned upon Licensee and each User following all instructions and guidelines for proper Software use. Should Licensee operate Software inconsistent with any of FlightPath Academics’ instructions, guidelines, notices for use, or provisions of this Agreement, then FlightPath Academics may terminate this Agreement as set forth herein.

 

8.3 Disclaimer of Warranty. EXCEPT AS SET FORTH IN THIS AGREEMENT, FlightPath Academics DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES RELATING TO SOFTWARE, AS WELL AS ANY ASSESSMENT RESULTS (IN AGGREGATE OR INDIVIDUALLY), INCLUDING BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES THAT MIGHT ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

 

9 Notices. Except as otherwise specified in this Agreement, all notices, reports, consents, and approvals required or permitted to be given hereunder shall be in writing, signed by the party sending such notice, and sent postage or shipping charges prepaid, or by Express mail, or by a secure overnight or one-day delivery service, or by email, properly addressed or transmitted to the other party, at the address, email, or facsimile number set forth above or in Exhibit A hereto or to such other address, email, or facsimile number as may from time to time be designated by either party to the other in writing. Notice shall be deemed given upon receipt by the party to which it was mailed or transmitted as provided in this Section.

 

10 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). However, either party may assign this Agreement in its entirety without consent of the other party, to its affiliate and or Affiliated Entity, or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets not involving a direct competitor of the other party.

 

11 Severability. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

 

12 No Agency. Nothing contained in this Agreement and no action by either party will be deemed to constitute any party or any of such party’s employees or agents to be an employee or agent of the other party or will be deemed to create any partnership, joint venture, association, syndicate among or between any of the parties, or will be deemed to confer on any party any express or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other party.

 

13 Survival. The provisions of this Agreement setting forth the parties’ rights and obligations with respect to warranties, intellectual property, indemnity, confidentiality, governing law, and notice, in addition to any amounts due and owing from one party to the other shall survive termination or expiration of this Agreement.

 

14 Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that execution and delivery of this Agreement, and the performance of such party’s obligations hereunder, have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

 

15 FERPA and Data Privacy.  All reasonable attempts will be made by both FlightPath Academics and Licensee to respect and fulfill recommendations and requirements set forth by FERPA, The Family Education Rights and Privacy Act. Service Provider will only use private student data in accordance with FERPA guidelines, and will securely transmit and store such data. Data will be securely destroyed when no longer needed to fulfill support and/or programming requests. Data will never be intentionally shared with an unauthorized 3rd party, and all modern security measures will be used appropriately to ensure data security.

15.1 FlightPath Academics may use de-identified data for product development, research, or other purposes. De-identified data will have all direct and indirect personal identifiers removed. This includes, but is not limited to, name, ID numbers, data of birth, demographic information, location information, and school ID. Furthermore, FlightPath Academics agrees not to attempt to re-identify de-identified data and not to transfer de-identified data to any party unless that party agrees not to attempt re-identification.

15.2 FlightPath Academics will not use any data to advertise or market to students, their parents, or any associated family members. Advertising or marketing may be directed to the School / District only if student information is properly de-identified.

15.3 FlightPath Academics will not change how data are collected, used, or shared under the terms of this agreement in any way without advance notice to and consent from the Licensee

15.4 FlightPath Academics will only collect and use data necessary to fulfill its duties as outlined in this agreement.

15.5 FlightPath Academics is prohibited from “mining” data for any purposes other than those agreed to by the parties of this agreement. Data mining or scanning of user content for the purpose of advertising or marketing to students or their parents is prohibited.

15.6 The Licensee understands that the FlightPath Academics may rely on one or more subcontractors to perform services under this agreement. If such becomes necessary, FlightPath Academics agrees to provide names of these subcontractors upon request. All subcontractors and successor entities of FlightPath Academics will be subject to the terms of this agreement.

15.7 Any Licensee-owned data held by FlightPath Academics will be made available to the Licensee upon request by the Licensee.

15.8 FlightPath Academics will store and process data in accordance with industry best practices. This includes appropriate administrative, physical, and technical safeguards to secure data from unauthorized access, disclosure, and use. FlightPath Academics will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. FlightPath Academics will also have a written incident response plan, to include prompt notification of the Licensee in the event of a security or privacy incident, as well as best practices for responding to a breach of security and exposure of Data. FlightPath Academics agrees to share its incident response plan upon request.

15.9 CIPA and COPPA.  These US laws are designed to protect children’s privacy online, including personally-identifiable information and other data which may be received by FlightPath Academics.  The Licensee agrees that if these laws apply to their students (based on age, country, local laws, etc), all data has been collected and handled appropriately before delivery to FlightPath Academics (eg, the Licensee has obtained consent before collecting such data, etc).  It is the Licensee’s responsibility to ensure that all requirements are met concerning such data.  Likewise, FlightPath Academics will make all required efforts to protect such data in compliance with these laws.

15.10 Local Laws.  It is the responsibility of the Licensee to inform FlightPath Academics of any additional local laws concerning data privacy and security, should the existing measures be insufficient.  This might include locations outside the United States.  Both the Licensee and FlightPath Academics will take all reasonable steps to ensure such local laws are observed and followed.

 

16 Accreditation and Promotion.  FlightPath Academics retains the right to promote its service to Licensee in portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with service in connection with such uses. FlightPath Academics also retains the right to use Licensee’s institution name or other identifying marks in promotional materials.

 

17 Positive References.  Licensee agrees that from time to time, FlightPath Academics may direct other potential clients to contact Licensee, for the purpose of receiving a positive reference.  During such an email or conversation, Licensee is prohibited from disclosing their fee schedule (see section 18 below).

 

18 Confidential Information. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.  These restrictions continue for the duration of the Agreement.

    18.1 FlightPath Academics considers its business practices, technical configurations, pricing model, and all other novel details to be “confidential.”  Licensee is not permitted to share such information with outside parties unless required by local laws.

 

19 Relationship of the Parties.  FlightPath Academics is an independent contractor. FlightPath Academics shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. FlightPath Academics and the work product or deliverables prepared by FlightPath Academics or by its licensors, sub-contractors, etc, shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Licensee are contractual in nature and are expressly defined by this Agreement.

 

20 Outages.  The Licensee understands and will not hold FlightPath Academics accountable for outages of service, including backup services, caused by factors such as scheduled server maintenance, downtime caused by virtual server vendor or other third-party vendors, scheduled network maintenance, scheduled software maintenance, overloads of bandwidth, hacking attempts, DDOS attacks, loss of network connectivity or electricity, natural or man-made disasters, etc. FlightPath Academics will take all reasonable precautions to protect against such outage conditions, and will take all reasonable efforts to establish maintenance windows during unobtrusive times of day.

 

21 Delays. Licensee shall use all reasonable efforts to provide needed information, materials and approvals.  Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.  Unreasonable delays by the Client which delay completion of the project may constitute a breach of contract, in which case this agreement will be terminated under the conditions stated in this contract.

 

22 Payment.  Payment is due when Service Provider submits an invoice. All invoices are payable within 30 days of receipt. Invoices shall list any expenses and additional costs as separate items.

    22.1  Late Payments: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

22.2 Payments & Refunds:  Licensee shall pay FlightPath Academics the total amount agreed to in this Agreement.  If the agreement is Terminated under undition 6.3 (Mutual Agreement of Parties), then a pro-rated refund will be offered to the Client for the remaining time on the contract.  Otherwise, no refund will be offered for any other reason for termination.

 

23 Changes to Server Architecture.  It is the sole discretion of FlightPath Academics to make changes to server architecture, features, etc, which is deemed in the best interest of the Licensee, based on factors such as speed, price, and reliable performance. 

23.1  If changes to server architecture are required, this may result in additional fair-market-value charges for the server upgrades, based on the server vendor, to be billed to the Licensee as needed.  Any such decision must first be agreed to, in writing, by both parties.

 

24 Third-Party Services and Fees.  FlightPath and other FlightPath Academics products make use of optional 3rd-party services (for example, facilitating SMS text messaging, mass emails, automated phone calls, etc.) which carry their own rates as set by the 3rd-party service provider.  Unless otherwise stated, FlightPath Academics may or may not bill the Client for these services at a nominal 15% above the rates and fees charged by the 3rd-party service provider.  The Client agrees to accept the terms of service of these providers, if utilized.  If FlightPath Academics is to directly manage the 3rd-party services then a separate agreement must be signed by both parties before services commence.

 

25 Support Hours.  This agreement may or may not include a set number of “Support Hours”, to be used by the Licensee, and provided by FlightPath Academics staff or its contractors, towards the purposes of training, technical support, custom programming and configurations, and initial implementation and onboarding of FlightPath.

    25.1 Technical support or training via email conversations, where the aggregate of responses on the subject take longer than 5 (five) minutes to parse and reply, will count towards support hours.  In other words, short, quick email exchanges will not count towards support hours, but longer emails with lots of items of conversation, which require longer than five minutes to respond, will count towards support hours.

    25.2 Training sessions or technical support via online meeting platforms or phone conversations will count towards support hours.

    25.3 Any custom development work, including but not limited to programming, configurations, server settings beyond normal maintenance, etc, will count towards support hours.

    25.4 Bug fixes and routine maintenance of the services provided, as well as emails or other conversations relating to contract renewal or other non-support topics, will NOT count towards support hours.

    25.5 Unless otherwise described in this agreement, it is the sole discretion of FlightPath Academics to decide what activities performed for the Licensee will count towards support hours.

    25.6 At the end of each month or billing period, whichever is shorter, the number of used support hours may be rounded up to the nearest quarter-hour, at the discretion of FlightPath Academics.

    25.7 It is the responsibility of the Licensee to keep informed of their remaining number of support hours using tools provided by FlightPath Academics, or by requesting the number from FlightPath Academics via email.

 

26 Active Students/Users.  The rate described in this agreement may or may not be based in part on the number of “active students” aka “active users” stored within FlightPath’s database.

    26.1 An active student is any student or user which is marked as “active” by FlightPath, and therefore has the ability to log in, even if that user never logs in or utilizes FlightPath.  Active users are measured and billed in groups of 1,000.

    26.2 Should the number of active students decrease during the term of the contract, no refund will be issued.

    26.3 Should the number of active students increase during the term of the contract, a pro-rated invoice will be issued to the Client, due upon receipt, for the increase in active students (rounded up to the nearest 1,000), for the time remaining in the contract term.

26.4 The Client shall take all reasonable steps to monitor their number of active students, and report to FlightPath Academics if their number increases beyond the agreed-upon amount.    

 

27 Governing Law. This Contract shall be governed by and interpreted in accordance with the laws of the State of Louisiana, including but not limited to La. R.S. 39:1551-1736; rules and regulations; executive orders; standard terms and conditions, special terms and conditions; and this Contract. Venue of any action brought, after exhaustion of administrative remedies, with regard to this Contract shall be in the Nineteenth Judicial District Court, Parish of East Baton Rouge, State of Louisiana.

25.1 Any claim or controversy arising out of this contract shall be resolved by the provisions of LSA - R.S. 39:1672.2 - 1672.4.

 

28 Proposal.  The terms of this Agreement expires 30 days after being submitted to Licensee / Client, or at the sole discretion of FlightPath Academics expressed by email to the potential Licensee. If this Agreement expires, FlightPath Academics may modify the Agreement and resubmit it to Licensee.

 

29 Electronic Signatures.  The parties involved in this agreement may elect to accept electronic signatures as described by the conditions set forth in the US ESIGN Act of 2000.

 

30 Entire Agreement. This Agreement, including the Exhibits appended hereto, constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties, including without limitation Licensee’s rights to use Software and the payments due, and supersedes all prior agreements, either written or oral, between the parties, and is intended as a final expression of their Agreement. The Agreement shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents, which may be in conflict with said Agreement, except in the case of aforementioned signed amendments.