PLEASE READ THE FOLLOWING LICENSE AGREEMENT BEFORE INSTALLING OR ACCESSING AND USING ANY OF THE AT&T FLEET COMPLETE SOFTWARE AS A SERVICE PROGRAMS (COLLECTIVELY, THE “SERVICES” AND INDIVIDUALLY A “SERVICE”) ASSOCIATED WITH THIS AGREEMENT:

CLICKING ON THE “ACCEPT” OR “YES” BUTTON IN RESPONSE TO THE ENQUIRY AS TO ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT OR LOGGING IN AND ACCESSING THE SERVICE, INDICATES ACCEPTANCE OF AND AGREEMENT TO, AND LEGALLY BINDS YOU, AND YOUR EMPLOYER (COLLECTIVELY THE “YOU” OR “CUSTOMER”) TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT THEN DO NOT ACCESS OR OTHERWISE USE THE SERVICE.

IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY THEN YOU HEREBY REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

THE RIGHT TO USE A SERVICE IS CONDITIONAL UPON ACCEPTANCE OF THIS AGREEMENT.

1. Definitions
   1. In this Agreement or in any Order relating to the Service governed by this Agreement, the following terms shall have the following meanings respectively:
      • (a) “Customer Data” means any data or information (a) including Personal Information (as hereinafter defined), (b) relating to an identifiable Vehicle or Vehicle Operator, (c) submitted to the Service by Customer or Vehicle Operators, or (d) otherwise collected, accessed, used, disclosed, created, generated or stored by, through or in connection with the Service and transmitted to, uploaded to and/or stored on FC Servers for use with the Service, but does not include FC Vision Data.
      • (b) “Documentation” means the explanatory user materials supplied with the Service in electronic form.
      • (c) “Effective Date” has the meaning ascribed thereto in Section 3.1 hereof.
      • (d) “FC Server” means a Fleet Complete computer server, or a third party provider of hosting and/or network services, that hosts the Software.
      • (e) “FC Vision Data” has the meaning ascribed thereto in Section 7.7 hereof.
      • (f) “Hardware” means any mobile electronic device, mobile phone, mobile data terminal, or mobile asset (including vehicles, trailers or containers), installed modem, related sensors and other equipment or accessories onto which a mobile application has been embedded, installed or which is used to access a mobile application and which is required to use the Service as intended as described in the Documentation.
      • (g) “Location Data” means Customer Data that is about or relates to the geographical location, heading, speed or similar information relating to Hardware.
      • (h) “Order” means Customer’s purchase order.
      • (i) “Personal Information” means any information relating to an identified or identifiable natural person as defined under applicable privacy and data protection laws.
      • (j) “Service” means the provision of Subscribers, location and data communications services, the Software and Documentation for which Customer is granted rights of access and use under this Agreement, which resides on one or more FC Servers and which will be remotely accessible over the Internet by Customer, Users and Vehicle Operators, including Support Services, Third Party Services and any other ancillary services available in connection therewith, as such Service may be updated from time to time by AT&T in its sole discretion.
      • (k) “Software” means the proprietary software application referred to in the Order and the software installed on the Subscribers and other Hardware.
      • (l) “Subscriber” means a Hardware device running embedded or installed software and connected to a communication network (including, but not limited to, Wi-Fi, cellular, Bluetooth and satellite networks) that transmits location information and other data to the FC Servers running the Service and which are provided by AT&T or a third party and installed on Customer’s vehicles or assets to enable the provision of the Service.
      • (m) “Subscription” means the right granted to Customer to access and use the Service in accordance with the terms of this Agreement and the applicable Order, for use in connection with the number of Subscribers and for the Subscription Term specified in the applicable Order.
      • (n) “Subscription Fee” means the fee payable by Customer for a Subscription as set out in the Order.
      • (o) “Subscription Term” means the license term specified in the Order.
      • (p) “Telematics Data” means Customer Data that is about or relates to a Vehicle Operator’s behavior and a vehicle’s performance, such as acceleration, braking, turning and includes Location Data.
      • (q) “User” means an employee or contractor of Customer, including Vehicle Operators.
      • (r) “Vehicle” means a vehicle or mobile asset that is connected to and activated on the Service.
      • (s) “Vehicle Operator” means a natural person who uses or operates a vehicle or mobile asset that is connected to and activated on the Service.
2. Customer License Grants
   1. Service License. AT&T hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, internal right to (a) access and use (and to permit Users and Vehicle Operators to access and use) the Service, solely during the Subscription Term by an unlimited number of Users; and (b) access and use, and to permit Users to access and use, the Documentation as reasonably necessary to support the Customer’s permitted use of the Service during the Subscription Term for the number of Subscribers for which Customer has purchased Subscriptions and pays the applicable Subscription Fees (as specified in one or more Orders).
   2. Restrictions. You may not:
      • (a) make copies of the Software, Service and Documentation except as permitted in this Agreement;
      • (b) reverse engineer, disassemble, reverse translate, decompile, or in any other manner decode the object code for the Service in order to derive the source code form, or decode any passwords or encrypted license or installation keys that have been provided to You by AT&T in order to enable the execution of the Service on unauthorized equipment, or for any other reason do or attempt to do any of the foregoing, except to the extent the foregoing restriction is expressly prohibited by applicable law;
      • (c) use the Service in violation of applicable laws;
      • (d) assign (by operation of law or otherwise) or transfer this Agreement or Customer’s interest in or rights under this Agreement, or attempt to do so or enter into any agreement to do so with any other party, without the prior written agreement of AT&T, and any such assignment or attempted assignment shall be null and void and shall result in the automatic and immediate termination of this Agreement;
      • (e) knowingly interfere with service to any of Users, host or network, including by means of intentionally submitting a virus, overloading, flooding, spamming, mail bombing or crashing;
      • (f) create any “links” to or “frame” or “mirror” of the Service or the Software, or any portion thereof, except when using vendor provided APIs;
      • (g) make the Service, Software and/or Documentation available on a server that can be accessed via a public network, such as, for example and without limitation, the Internet, in a manner that allows the Service, Software, and/or Documentation to be copied by any third party;
      • (h) defeat, disable or circumvent any protection mechanism related to the Service;
      • (i) except as expressly provided herein, or unless expressly authorized by AT&T in writing, sublicense, distribute, transfer, loan, use, lease or otherwise make available the Service and Documentation, or any part thereof, to any third party; or
      • (j) remove or obscure any copyright notices, trade-marks, or any other proprietary legends and/or logos of AT&T or its vendors or its licensors appearing on the Service or the Documentation.
   3. Third Party Services.
      • (a) The Service includes code, content, features, functionality, components and services that are provided by third parties, including but not limited to licensors or vendors of AT&T (“Third Party Services”). Unless Customer is required to accept and agree to an end user license agreement or terms of service for a Third Party Service in order to access and use such Third Party Service, AT&T hereby grants a fully paid, royalty free sublicense to Customer to use each such Third Party Service in connection with its use of the applicable Third Party Service. The Customer’s use of a Third Party Service in conjunction with the Service in a manner consistent with the terms of this Agreement is permitted and the license grant, proprietary rights, warranty, indemnity and limitation of liability provisions in this Agreement will apply to Third Party Services.
      • (b) Customer hereby accepts and agrees to be bound by the following Third Party Services terms and conditions: (i) the Google Terms of Service, (ii) the Google Maps/Google Earth Additional Terms of Service, (iii) the Google Maps/Google Earth Legal Notices, and (iv) the Google Privacy Policy.
   4. Documentation License. Customer may, during the Subscription Term, use the Documentation to assist Customer with the operation and use of the Service solely to support Customer’s use of the Service as permitted hereunder.
   5. Reservation of Rights. This Agreement does not constitute a sale of the Service. Customer is granted no title, ownership or intellectual property rights in or to the Service or Documentation, in whole or part. All such rights shall remain in AT&T and/or its vendors and/or in licensors of programs provided within the Service.
   6. Employees and Others. Customer shall use commercially reasonable efforts to ensure, through contractual or other means, that Users comply with the terms and conditions of this Agreement, including but not limited, with obligations and restrictions stated in Section 2.2 above. Customer is and shall remain fully liable for any breach of this Agreement due to any actions or inactions, by the employees or other persons using the Service on behalf of Customer.
3. Term
   1. A Subscription license is effective upon the earlier of the date specified in the Order or upon the date on which AT&T makes the Service available to Customer for access and use (hereinafter referred to as the “Effective Date”) and shall remain in effect for the Subscription Term or for as long as the Customer continues to pay the applicable Subscription Fees to AT&T, or for such other term (and on such other terms and conditions relating thereto) as the Customer and AT&T may agree upon in writing.
   2. Obligations on Termination. Upon the termination of this Agreement, (a) AT& shall have the right to terminate Customer’s access to and use of the Service; and (b) Customer shall forthwith discontinue the use of the Service.
   3. Evaluation License. If you are evaluating the Service, AT&T hereby grants to you, free of charge, a non-exclusive, non-transferable, limited-term license (the “Evaluation License”) to use the object code version of the Service solely for internal testing and evaluation unless such license requires Third Party Services. You shall not publish any results of benchmark tests run on the Service or disclose its features, errors or bugs to a third party without AT&T’s prior written consent. During the term of the Evaluation License AT&T shall be under no obligation to provide any technical support; provided however, that AT&T may in its sole discretion (i) fix reported errors; (ii) provide you with updates to the Service for installation by you; and (iii) provide You with support and consultation concerning the Service.
4. Customer Requirements and Responsibilities
   1. Desktop Requirements. Customer agrees that desktop or laptop computers that run the Service will have the Windows 7 operating system, the latest .NET framework, a minimum of 4GB of RAM and Internet Explorer 9 or greater (the “Desktop Requirements”).
   2. Customer Equipment. Customer is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications services (such as Internet access) that are required to allow Customer to access and use the Service, and for all expenses relating thereto. Customer agrees to access and use, and shall ensure that all Users access and use, the Service in accordance with any and all operating instructions or procedures that may be issued by AT&T from time to time.
   3. Vehicle Operator Notice and Consent. Customer shall, prior to each Vehicle Operator’s use of a Vehicle connected to and activated with one or more of the Services, (a) inform such Vehicle Operator of Customer’s use of the Service, or any similar Third Party Services, including the resulting collection, use and sharing by Customer of any and all Customer Data, including Telematics Data and Personal Information relating to such Vehicle Operator and the Vehicle, and (b) obtain such Vehicle Operator’s express consent to such use of the Service, Third Party Services, Customer Data, Telematics Data and Vehicle Operator Personal Information in accordance with applicable privacy and data protection laws, and (c) create employment conditions whereby consent is provided freely and not under any fear of reprisals or disadvantage for not consenting.
   4. Customer Representations and Warranties. Customer hereby represents and warrants as of the Effective Date and throughout the term of this Agreement that Customer will not upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display; or (ii) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.
   5. Customer Indemnity. Customer shall defend, indemnify and hold AT&T and its licensor of the Service harmless from and against any loss, damage or costs (including reasonable legal fees) incurred in connection with any claims, demands, suits, or proceedings made or brought against AT&T or its licensor by a third party based on, relating to or caused by: (a) a breach of its obligations in Section 4.3 hereof, (b) a breach of its warranties in Section 4.4, or (c) a breach of any privacy or data protection laws by Customer in relation to the collection of Personal Information by Customer from Vehicle Operators.
5. AT&T Responsibilities
   1. Database Backup. A complete backup of the Customer’s database compiled through the use of the Service will be stored to a file on the FC Server every 24 hours. Once every 30 days a copy of the latest complete backup file will be transferred and stored in a fire retardant safe at a secondary site which is a different address from where the production version of Customer’s database is located.
   2. Data Storage and Retention. AT&T’s licensor of the Service will retain the Customer Data during the term of this Agreement in accordance with the terms of this Agreement. AT&T’s licensor shall retain Location Data for at least one (1) year from the date that Location Data is submitted to a FC Server by the Customer or the Service (such period is hereinafter referred to as the “Retention Period”). Upon Customer’s request, which may be made at any time and from time to time during the Retention Period, AT&T will make available for secure retrieval by Customer all Customer Data then in AT&T’s licensor’s possession at AT&T’s licensor’s then current rate for data retrieval.
   3. Rights in Data. To the extent necessary to fulfill the purposes of this Agreement, including this Section 5.3, Customer hereby grants to Complete Innovations USA Inc. (and its affiliate, Complete Innovations Inc.), AT&T’s licensor of the Services, a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process, aggregate and anonymize Customer Data, including Telematics Data and create anonymized and aggregated data records and to use, and to allow AT&T’s licensor to use, such aggregated and anonymized Customer Data and all derivatives thereof (“Derivative Data”) for traffic information, journey data analysis, mapping, fleet and industry benchmarking, to understand usage, improve the Service, develop new products and services, and for any other purpose. Derivative Data is no longer associated with the Customer, Customer Vehicles or Vehicle Operators and as such is not Customer Data. AT&T’s licensor of the Service shall own all Derivative Data and shall have the right to use such Derivative Data for any purpose, including commercial purposes, without compensation to or the approval or consent of the Customer. AT&T’s licensor of the Service may transfer or assign any of its rights in the Derivative Data to any third party. Customer acquires no rights in any research or the development of any commercial products or uses of the Derivative Data by AT&T’s licensor of the Service or any third party.
6. Customer Confidentiality Obligations
   The Service, including without limitation, the specific design, structure and logic of individual programs, their interactions both internal and external, and the programming techniques employed therein are considered confidential and trade secrets of AT&T’s vendors and/or its licensors (the “Confidential Information”), the unauthorized disclosure of which would cause irreparable harm to AT&T or AT&T’s licensor. Customer shall use the same degree of care and means that it uses to protect its own information of a similar nature, and in any event, shall use reasonable efforts to prevent the disclosure of Confidential Information to any third parties. Customer shall not use, reproduce or distribute the Confidential Information other than for the purposes authorized by this Agreement. This confidentiality obligation shall continue to apply to the Confidential Information following the termination hereof, provided that the confidentiality provisions contained herein shall not apply to Confidential Information which (i) was known by Customer prior to disclosure, as evidenced by its business records; (ii) was lawfully in the public domain prior to its disclosure, or becomes publicly available other than through a breach of the confidentiality provisions contained herein; (iii) was disclosed to Customer by a third party, provided such third party or any other party from whom such third party receives such information is not in breach of any confidentiality obligation in respect of such information; or (iv) is disclosed when such disclosure is compelled pursuant to legal, judicial, or administrative proceeding, or otherwise required by law, provided that Customer shall give all reasonable prior notice to AT&T and AT&T’s licensor of the Service to allow it to seek protective or other court orders.
7. Warranties
   1. Service Warranty. AT&T warrants that the Service will perform substantially in accordance with the Documentation or other specifications published by AT&T or its licensor during the Subscription Term. AT&T does not warrant, however, that Customer’s use of the Service will be uninterrupted, that the operation of the Service will be error-free, that the Service will meet Customer’s requirements or that all errors will be corrected.
   2. Warranty Exclusions. If any modifications are made to the Service by Customer during the warranty period then the above warranty shall immediately be terminated. This warranty shall not apply if the Service is used on or in conjunction with hardware or programs other than the unmodified version of the hardware and programs with which the Service is designed to be used as described in the Documentation.
   3. Hardware Warranty. AT&T warrants the Subscribers in accordance with the Hardware Warranty, a copy of which is available at Hardware Warranty.
   4. No Warranty for Evaluations. IF CUSTOMER IS EVALUATING THE SERVICE THEN THE SERVICE AND DOCUMENTATION IS PROVIDED TO CUSTOMER BY AT&T ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND.
   5. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 7, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING BY LAW, USAGE OF TRADE OR COURSE OF DEALING. AT&T DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SERVICEAND THE ACCOMPANYING DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENCY, OR OTHERWISE. AT&T DOES NOT OTHERWISE WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
   6. Internet Connectivity Disclaimer. AT&T makes the Service available for access via the Internet. Customer shall provide, at Customer’s own expense, all necessary hardware, applications and Internet connectivity necessary to access the Service over the Internet. Customer acknowledges that the Internet is known to be unpredictable in performance and may, from time to time, impede access to the Service or performance hereunder. Except as expressly set forth herein, Customer agrees that AT&T is not responsible for any interference with Customer’s use of or access to the Service to the extent caused by, arising from or attributable to the Internet.
   7. FC Vision™ Consent, Disclaimer and Limitation of Liability. The Service includes a Third Party Service known as FC Vision™ (“FC Vision”). If FC Vision is activated by Customer then Customer hereby consents to the collection, storage and use of the video data collected through the use of FC Vision as described in the Documentation (the “FC Vision Data”) by LightMetrics, Inc. (“LightMetrics”), the licensor of the FC Vision software. With respect to FC Vision Data, AT&T’s licensor is the data processor and LightMetrics is the sub-processor and AT&T’s licensor shall cause LightMetrics to collect, store and use Customer’s FC Vision Data in accordance with Customer’s instructions. In addition, the following disclaimers and limitations on AT&T and its licensor’s liability apply. FC Vision is only meant to aid and augment the Vehicle Operator’s own skill and attention when driving a Vehicle. FC Vision’s primary function is to alert the Vehicle Operator to certain events described in the Documentation and accordingly, does not replace the Vehicle Operator’s requirement to be attentive to the surrounding traffic conditions, and drive in a legal and responsible manner without any distraction of any sort. It is expected that the Vehicle Operators do not rely on the FC Vision warnings as a substitute for their own judgement and attention. Certain features may not work in situations such as: (a) where visibility is challenging due to prevailing weather conditions; (b) lanes not being clearly marked or visible; (c) when the Vehicle is following a vehicle other than cars, buses or trucks; (d) when the camera’s field of view is occluded; (e) degradation of WiFi connection between camera and mobile device; and/or (f) changes in camera orientation post-installation. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, UNDER NO CIRCUMSTANCES WILL AT&T OR ITS LICENSORS (INCLUDING LIGHTMETRICS) BE RESPONSIBLE FOR ANY DAMAGES OR LIABILITIES WHATSOEVER THAT ARISE ON ACCOUNT OF A VEHICLE OPERATOR’S USE OF FC VISION.
8. Limitation of Liability
   1. Indirect Damages. EXCEPT FOR A BREACH OF SECTION 6 HEREOF, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING FOR LOSS OF USE, DATA, BUSINESS, LOSS OF GOODWILL, REPUTATION, CREDIT OR PUBLICITY, LOSS OF REVENUE AND INTEREST, PROFITS, OR ANTICIPATED PROFITS AND CLAIMS FOR SUCH DAMAGES BY A THIRD PARTY) RELATED TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR SUCH DAMAGE WAS REASONABLY FORESEEABLE.
   2. Direct Damages. AT&T AND ITS LICENSOR OF THE SERVICE SHALL ONLY BE LIABLE FOR DIRECT DAMAGES. THE TOTAL LIABILITY OF AT&T OR ITS LICENSOR OF THE SERVICE FOR ANY CLAIM FOR DIRECT DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT AT&T HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY THE CUSTOMER TO AT&T FOR THE SERVICE GIVING RISE TO THE CLAIM.
9. U.S. Government End-Users
   The Software and Documentation is a “commercial item” as that term is defined at FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are defined in FAR 12.212, and is provided to the U.S. Government only as a commercial end item. Government end users acquire the rights set out in this Agreement for the Service, Plug-in(s) and Documentation consistent with: (i) for acquisition by or on behalf of civilian agencies, the terms set forth in FAR12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, the terms set forth in DFARS 227.7202. Use of the Service and related Documentation is further restricted by the terms and conditions of this Agreement. Manufacturer is Complete Innovations Inc., WaterPark Place, 88 Queens Quay West, Suite 200, Toronto, ON, Canadas, M5J 0B8.
10. Export Restrictions
    The Service and related information are subject to export and import restrictions. By downloading, installing, accessing or using the Service, You are representing and warranting that You are not located in, under the control of, and are not a national or resident of, any country to which the export of the Service or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. You are also representing and warranting that You are not an individual to whom the export of the Service or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. You shall comply with the export laws and regulations of Canada and the United States that are applicable to the Service and related information and You shall comply with any local laws and/or regulations in Your jurisdiction that may impact Your right to export, import, or use the Service or related information, and You represent and warrant that You have complied with any such applicable laws and/or regulations. The Service shall not be used for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. You shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Service or related information.
11. Support
    1. Support Terms. Standard Support is included in the license fees and is provided by or on behalf of AT&T in accordance with its then-current standard support terms, a copy of which can be found at Support and Maintenance Services Terms (the “Support Terms”). AT&T’s Support Terms are subject to change from time to time in AT&T’s sole discretion.
    2. Exclusions. AT&T will only provide technical support for the Service and not in relation to any other supporting hardware or software. AT&T may assist customer in getting technical support and warranty service for hardware sold by AT&T or its partners.
12. General Provisions
    1. Non-Disparagement. Customer shall not indirectly or directly, disparage AT&T, AT&T’s vendors and/or AT&T’s licensors or any affiliated company, including after termination of this Agreement.
    2. Amendments. No amendment to any portion of this Agreement shall be binding upon the Parties unless in writing signed by duly authorized officers of both Parties.
    3. Assignment. Neither party may assign the whole or any part of this Agreement without prior written consent by both parties. Notwithstanding the foregoing, either party may assign this Agreement or any of its rights or obligations hereunder to an affiliated entity or to a third party in connection with the sale of all or substantially all of the assigning party’s business or assets relating to this Agreement, whether by merger, sale of stock or shares, sale of assets, or otherwise, without the prior written consent of the other party, provided that the assignee agrees to assume all of the assignor’s obligations under this Agreement.
    4. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes and replaces any prior verbal agreements or other understandings, whether written or oral between the parties.
    5. Further Assurances. The parties agree to execute such further documents and to perform such further acts, from time to time, as may be necessary or desirable to give full effect to the letter and spirit of this Agreement. Any changes to this Agreement must be authorized and agreed upon by both Parties and documented as amendments to this Agreement.
    6. Governing Law. This License shall be governed by and construed in accordance with the laws of the State of Texas. Any lawsuit relating to any matter arising under, or related to this Agreement, shall be commenced in the Courts of the State of Texas. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the transactions contemplated hereunder.
    7. No Waiver. Any failure by any Party to exercise its rights, powers or remedies hereunder or any delay by such Party in the exercise of any of its rights and remedies hereunder shall not, to the extent permitted by law, operate as a waiver or variation of such or any other right or remedy hereunder.
    8. Third Party Beneficiaries. Except as explicitly provided in this Agreement or in incorporated agreements, nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person, except that AT&T’s supplier, Complete Innovations USA, Inc. is a third party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
    9. Enurement. This Agreement shall be binding upon and enure to the benefit of the respective Parties hereto, their heirs or legal representatives, successors and permitted assignees.