Mundo Systems Inc
End User License Agreement

Updated August 30, 2023

PLEASE READ THIS AGREEMENT CAREFULLY. YOU MUST REVIEW AND EITHER ACCEPT OR REJECT THE TERMS OF THIS EULA BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY CLICKING THE “I ACCEPT” BUTTON, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS EULA, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND THE ENTITY ON WHOSE BEHALF THE SOFTWARE IS USED (FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER). IF LICENSEE DOWNLOADS THE SOFTWARE AS AN UPGRADE TO AN EXISTING SOFTWARE PRODUCT FROM MUNDO SYSTEMS INC, LICENSEE AGREES THAT THE TERMS OF THIS AGREEMENT WILL APPLY TO SUCH SOFTWARE PRODUCT, AS UPGRADED AND THAT THESE SHALL BE THE ONLY TERMS AND CONDITIONS APPLICABLE TO SUCH UPGRADED SOFTWARE. MUNDO SYSTEMS INCMAY UPDATE THE TERMS OF THIS AGREEMENT AT ANY TIME IN ITS SOLE DISCRETION. MUNDO SYSTEMS INC WILL NOTIFY LICENSEE OF ANY SUCH UPDATES AND LICENSEE’S CONTINUED USE OF THE SOFTWARE AFTER SUCH NOTICE WILL CONSTITUTE LICENSEE’S AGREEMENT TO THE UPDATED TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK THE “I ACCEPT” BUTTON, DOWNLOAD, INSTALL OR USE THE SOFTWARE.

This end user license agreement (the "Agreement") is made by and between Mundo Systems Inc, (“Mundo Systems”), a Texas corporation, and the entity on whose behalf the Software is used ("Licensee”) (each a “Party” and together the “Parties”). This Agreement, together with any documents incorporated herein by reference, sets forth all terms and conditions applicable to use of the Software by Licensee.

DEFINITIONS. All capitalized terms used herein shall have the definitions attributed to them in this section or elsewhere in this Agreement.
A. “Affiliate” means an entity controlled by, under common control with, or controlling a Party, with “control” meaning an ownership interest greater than fifty percent.
B. “Software” means the Mundo Systems Inc proprietary licensed computer software program(s) downloaded and/or installed, pursuant to this Agreement, and the Documentation. The term Software includes Trial Software, Subscription Software, and Perpetual Software.
C. “Trial Software” means Software downloaded for temporary evaluation purposes.
D. “Subscription Software” means Software licensed with time limits, other than Trial Software, pursuant to an Order.
E. “Perpetual Software” means Software licensed with no time limits pursuant to an Order.
F. “Documentation” means the technical documentation provided with the Software or otherwise made available to Licensee by Mundo Systems Inc.
G. “Services” means the Mundo Systems Inc proprietary services provided remotely in relation to the Software pursuant to an Order. The term “Services” includes Maintenance Services, SmartStart Services, and Professional Services.
H. “Maintenance Services” means any remote maintenance and support services provided to Licensee pursuant to an Order including evaluation support and standard support.
I. “SmartStart Services” means remote implementation assistance services provided to Licensee pursuant to an Order.
J. “Professional Services” means any remote services, other than Maintenance Services and SmartStart Services, provided to Licensee pursuant to an Order including, without limitation, deployment, customizations, integrations, and taxonomy development.
K. “Quote” means any quote issued by Mundo Systems Inc for Software or Services.
L. “Order” means any order for Software or Services, including a signed Quote or other document in accordance with a Quote, or as otherwise indicated in this Agreement.

SECTION 1. SOFTWARE.

1.1 Software.

1.1.1 Trial Software. The term of the license for Trial Software is thirty (30) days from the Trial Software installation date (“Evaluation Period”). Licensee may use the Trial Software during the Evaluation Period solely for the purpose of evaluating whether to purchase a license to the Software. Licensee can only obtain one Evaluation Period per release of the Software unless Mundo Systems Inc , in its sole discretion, grants an extension of the Evaluation Period. There is no fee for Licensee's use of the Software in accordance with this Agreement during the Evaluation Period, however, Licensee is responsible for any applicable shipping charges or taxes which may be incurred under this Agreement, and any fees which may be associated with usage beyond the scope permitted herein. Licensee acknowledges that it is downloading the Trial Software with the intent to purchase a license to use the Software upon completion of a successful Evaluation Period. Mundo Systems Inc sales representative may contact Licensee after the download to discuss Licensee's purchase of a license.

1.1.2 Perpetual Software. The term of the license for Perpetual Software shall be perpetual, unless terminated or renewed in accordance with this Agreement or an amendment hereto.

1.1.3 Subscription Software. The term of the license for Subscription Software shall begin and end on the dates set forth in the Order (the “Subscription Term”), unless terminated in accordance with this Agreement or an amendment hereto. Any Subscription Software will automatically renew for subsequent terms of the same duration as the initial Subscription Term and at the same quantities in use at the end of the then-current Subscription Term, unless Licensee notifies Mundo Systems Inc in writing that it will not renew at least sixty (60) days in advance of the end date of the then-current term. Mundo Systems Inc reserves the right to increase fees for each renewal, which increases will be communicated to Licensee prior to expiration of the then-current term. In the event a Subscription Term expires without renewing automatically or being otherwise renewed by Licensee, then Licensee must pay a fee equal to ten percent (10%) multiplied by the fees applicable to the last year of the most recent Subscription Term in order to reinstate its use of the Subscription Software (the “Subscription Reinstatement Fee”). For the avoidance of doubt, the Subscription Reinstatement Fee is in addition to fees for use of the Subscription Software itself.

1.1.4 License Grant to Software. Subject to the terms and conditions of this Agreement and, when applicable, the Order, Mundo Systems Inc hereby grants to Licensee, and Licensee accepts from Mundo Systems Inc, a non-exclusive, non-transferable and non-sublicensable right to install, use, access, run, or otherwise interact with one copy of the Software for Licensee's own internal business operations and in accordance with the Documentation. Licensee may make a reasonable number of additional copies of the Software (excluding Trial Software) solely for non-productive, archival purposes; provided that, the original productive and non-productive copies of the same license are not in use at the same time and each copy contains all titles, trademarks, copyrights and restricted rights notices as in the original, and is not provided to any third party. The Software is provided in binary code only. Nothing in this Agreement entitles Licensee to receive source code for the Software.

1.1.5 Upgrades. If Licensee downloads the Software as an upgrade to an existing software product from Mundo Systems Inc, Licensee agrees that the terms of this Agreement will apply to such software product, as upgraded and that these shall be the only terms and conditions applicable to such upgraded Software. Mundo Systems Inc may update the terms of this Agreement at any time in its sole discretion. Mundo Systems Inc will notify Licensee of any such updates and Licensee’s continued use of the Software after such notice will constitute Licensee’s agreement to the updated terms.

1.2 Restrictions. Licensee may not: (a) modify the Software or any portion thereof in any manner; (b) reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof; (c) use the Software as a managed service provider, application service provider, software as a service basis, or in any commercial time share arrangement, or in any other activity intended to directly produce revenue without the prior written consent of Mundo Systems Inc ; (d) resell the Software licensed hereunder or use the Software to provide consulting or training services to third parties; (e) assign the Software to a third party for use in managing Licensee's environment without the prior written consent of Mundo Systems Inc ; or (f) install, use, or run the Software in any third party facility, or to enable others to do so (provided that, Licensee may install, use, or run the Software in a third party data center on servers (physical or virtual) that it owns, leases, or otherwise controls). Licensee represents and warrants to Mundo Systems Inc that Licensee shall not, and shall not permit any other person to: (x) use the Software for purposes of (i) benchmarking or competitive analysis of the Software, (ii) developing, using or providing a competing software product or service, or (iii) any other purpose that is to Mundo Systems Inc ’s detriment or commercial disadvantage; (y) copy the Software in whole or in part; and (z) use the Software in violation of any law, regulation or rule.

1.3 Government Users. The Software is a “commercial item”, as that term is defined at 48 C.F.R. 2.101), consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the Software with only those rights set forth herein. The manufacturer is Mundo Systems Inc, 36 Rogers Wood San Antonio, Texas US 78248.

1.4 Export Law Assurances. Licensee shall not export or re-export or allow the export or re-export of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority.

1.5 Locking Mechanism. Trial Software and Subscription Software include a locking mechanism that automatically will prevent Licensee's use of such Software following the expiration of the applicable license term. Licensee may not disrupt, disable or interfere with the locking mechanism, and may not use such Software following the expiration of the applicable license term unless Licensee purchases a license, in the event of Trial Software, or a renewal license, in the event of Subscription Software, from Mundo Systems Inc.

1.6 Reservation of Rights. Mundo Systems Inc reserves all rights, implied or otherwise, which are not expressly granted to Licensee hereunder. The Software is licensed only, not sold, and Mundo Systems Inc retains all ownership of and all rights, title and interest in and to the Software including, without limitation, all intellectual property rights, excluding only any third-party components incorporated therein.

1.7 Third Party Components. The Software is distributed with certain third-party components licensed to Mundo Systems Inc pursuant to open-source licenses (“Third-Party Licenses”), which require Mundo Systems Inc to include certain provisions in any distribution thereof. The Third-Party Licenses only apply to the third-party component with which they’re associated and do not apply to the proprietary portions of the Software owned by Mundo Systems Inc .

1.8 Usage Verification. Where applicable, Licensee acknowledges that the Software includes a phone home capability that will periodically connect to the Internet and transmit license usage data to Mundo Systems Inc for purposes of verifying Licensee’s compliance with this Agreement. The information collected by Mundo Systems Inc may include the license key, the application(s) being audited with the Software, and the number of users/objects being audited with the Software (the “Phone Home Data”). If the Software does not include a phone home capability or Licensee disables the phone home capability, then Licensee shall, upon Mundo Systems Inc ’s request (which request may not be more frequently than annually), certify Licensee's usage of the Software and permit Mundo Systems Inc to review Licensee's use of the Software for compliance with this Agreement. Any reviews shall be scheduled at least five (5) business days in advance, shall be conducted during normal business hours at Licensee's facilities, and shall not unreasonably interfere with Licensee's business activities. If Licensee's use of the Software is found to be greater than authorized by the applicable Order(s) (an “Overage”), such Overage will be deemed an Order for all licenses used in excess of the authorized quantity and Licensee will be invoiced for and agrees to pay for such additional licenses at the same per unit cost as the contracted quantity for the full Subscription Term or Maintenance Services Term, as applicable, in accordance with the terms of the Agreement.

1.9 Customer Experience Program. This Section 1.9 applies when the Software includes a customer experience program. Where applicable, Licensee agrees that, unless it opts-out during installation of the Software or changes its preferences in the Software settings after installation of the Software, in addition to any Phone Home Data collected by Mundo Systems Inc as contemplated above, the Software will transmit user activity data and logs to Mundo Systems Inc detailing statistical information about Licensee’s use of the Software and its functions, and aggregate usage data for the purposes of generating statistical metrics and analytics regarding use of the Software (collectively, “Usage Data”). Mundo Systems Inc may use Usage Data to better understand the features and functionality Licensee’s users find useful for purposes of improving its products and services, and for its other internal business purposes. Mundo Systems Inc will use such Usage Data as contemplated under this Agreement and otherwise in accordance with applicable law. If Licensee does not agree to such collection and use of Usage Data, Licensee can opt-out of the Mundo Systems Inc Customer Experience Program during installation of the Software or by changing Licensee’s preferences in the Software settings after installation of the Software.

SECTION 2. SERVICES.

2.1 Maintenance Services.

2.1.1 Scope of Maintenance Services. The scope of the Maintenance Services is as follows:
A. Mundo Systems Inc shall make available to Licensee via web download new versions and releases of the Software, including Software corrections, enhancements and updates, if and when Mundo Systems Inc makes them generally available without charge to licensees of the Software.
B. Mundo Systems Inc shall respond to communications from Licensee that report failures of the Software to operate substantially in accordance with its specifications.
C. Mundo Systems Inc shall respond to a reasonable number of communications from Licensee that request consultation on the operational/technical aspects of the Software, provided that such requests are made by individuals generally skilled in the use of computers.
D. Licensee shall have access to technical support website(s) applicable to the Software stated in the Order.
E. Mundo Systems Inc 's Maintenance Services shall be available via e-mail or telephone. Mundo Systems Inc will respond to inquiries within two (2) business days from receipt of the inquiry.

2.1.2 Maintenance Services Term. Mundo Systems Inc will make available the Maintenance Services beginning and ending on the dates set forth in the Order (the “Maintenance Services Term”); provided that, Mundo Systems Inc may deny Maintenance Services if it has not received the applicable fees.

2.1.3 Renewal. Each Maintenance Services Term will automatically renew for subsequent terms of the same duration, unless Licensee notifies Mundo Systems Inc in writing that it will not renew at least sixty (60) days in advance of the end date of the then-current term. Mundo Systems Inc reserves the right to increase fees for each renewal Maintenance Services Term, which increases will be communicated to Licensee prior to expiration of the then-current Maintenance Services Term. In the event a Maintenance Services Term expires without renewing automatically or being otherwise renewed by Licensee, then Licensee must pay a fee equal to ten percent (10%) multiplied by the fees applicable to the last year of the most recent Maintenance Services Term in order to reinstate the Maintenance Services (the “Maintenance Reinstatement Fee”). For the avoidance of doubt, the Maintenance Reinstatement Fee is in addition to fees for the Maintenance Services itself and use of the Software.

2.1.4 Non-Payment. Mundo Systems Inc may deny Maintenance Services during any Maintenance Services Term if it has not received all applicable fees.

2.2. Onboarding Services.

This Section 2.2 will only apply to the extent Onboarding Services are included in an Order.

2.2.1 Scope of Onboarding Services. When “Onboarding Services” is included in an Order, Mundo Systems Inc will provide remote guided onboarding assistance to Licensee for Licensee to install the Software on its own with dedicated checkpoints with Mundo Systems Inc.

2.3 SmartStart Services.

This Section 2.3 will only apply to the extent SmartStart Services are included in an Order.

2.3.1 Scope of SmartStart Services. When “SmartStart Services” is included as a deployment of containerized software in an Order, Mundo Systems Inc will provide remote deployment installation to Licensee. The scope of the SmartStart Services will include customer-provided computing environments defined by the customer.

2.3.2 SmartStart Services Term. Mundo Systems Inc. will commence and complete the SmartStart Services within a reasonable time considering the complexity and circumstances of the SmartStart Services (“SmartStart Services Term Subscription Period”). During the SmartStart Services Term, Licensee will make diligent efforts to schedule and complete the SmartStart Services, including, without limitation, having the proper personnel, equipment, and environment available in a timely manner.

2.3.3 Completion. The SmartStart Services will be considered fully delivered and completed upon the earlier of: (i) signature by Licensee acknowledging completion of the SmartStart Services, or (ii) two attempts by Mundo Systems Inc via email to contact Licensee following completion of the SmartStart Services to which Licensee has been unresponsive.

2.4 Professional Services.

This Section 2.4 will only apply to the extent Professional Services are included in an Order.

2.4.1 Scope and Term of Other Professional Services. The scope and term of the Professional Services will be set forth in an Order and a statement of work (“SOW”) agreed by Mundo Systems Inc and Licensee prior to commencement of the Professional Services. SOWs will be billed on a time and materials basis or as otherwise agreed between Mundo Systems Inc and Licensee in the SOW. Each SOW for a fixed price will state the applicable fees and payment milestones (if any).

2.4.2 Professional Services Deliverables. “Deliverables” means any work product, whether in written, oral, electronic or other form, created by Mundo Systems Inc pursuant to a SOW. When applicable, Mundo Systems Inc grants to Licensee an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, paid-up right and license to use the Deliverables as reasonably necessary to enable the full benefit of the Professional Services in relation to the Software. Licensee acknowledges that Licensee has no rights or license to use the Deliverables other than as stated in the foregoing sentence, and Licensee agrees not to use the Deliverables in any other manner.

2.5 Intellectual Property. Licensee acknowledges that all right, title and interest in any intellectual property rights created as a part of the Maintenance Services, SmartStart Services, and Professional Services, including without limitation any Deliverables, shall be owned by Mundo Systems Inc . Notwithstanding the foregoing, Licensee retains any right, title, and interest in any Licensee confidential information shared with Mundo Systems Inc as part of the Maintenance Services, SmartStart Services, or Professional Services, as applicable.

SECTION 3. CONFIDENTIALITY AND PRIVACY.

3.1 Confidentiality. "Confidential Information" means the Software, source code, object code, trade secrets, know-how and any proprietary tools, proprietary knowledge or proprietary methodologies of Mundo Systems Inc not generally available to the public, to which the Licensee may gain access or knowledge as a result of this Agreement. The Licensee shall keep such Confidential Information confidential and shall use commercially reasonable efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. The Licensee shall promptly notify Mundo Systems Inc of any known unauthorized use, reproduction, publication, disclosure, or distribution of the Confidential Information and will cooperate with Mundo Systems Inc in any litigation brought by Mundo Systems Inc against third parties to protect its proprietary rights.

3.2 Advertising. Licensee agrees that, with Licensee’s prior written consent, Mundo Systems Inc can publicly advertise that Licensee is a paying customer of Mundo Systems Inc and the Software which Licensee is using. Advertising may include, without limitation, use of Licensee's name, logo, number of employees and other non-confidential information related to Licensee's use of Mundo Systems Inc 's products in connection with advertising via Internet, magazines, newspapers, TV, case studies, success stories, press releases, marketing materials, exhibits and other electronic and physical media.

3.3 Suggestions. To the extent Licensee provides or otherwise communicates any suggestions, enhancement requests, recommendations or otherwise provides feedback on the Software or Services (collectively, “Comments”), Licensee hereby grants Mundo Systems Inc a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate the Comments and all underlying ideas contained in the Comments into the Software or Services (or other product or service offerings) and create any derivative works thereof.

3.4 Privacy. To the extent any personal information is collected by Mundo Systems Inc in connection with this Agreement, Mundo Systems Inc will only use such personal information in accordance with its Privacy Policy.

SECTION 4. WARRANTIES.

4.1 "AS-IS" Warranty for Trial Software. LICENSEE AND MUNDO SYSTEMS INC AGREE THAT THE TRIAL SOFTWARE IS PROVIDED "AS IS" AND UNSUPPORTED, AND THAT MUNDO SYSTEMS INC MAKES NO WARRANTY AS TO THE TRIAL SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

4.2 Limited Software Warranty for Subscription Software and Perpetual Software. Mundo Systems Inc warrants that for a period of thirty (30) days from the date Mundo Systems Inc issues Licensee’s license keys for the Software: (i) the media provided by Mundo Systems Inc , if any, on which the Software (excluding Trial Software) is recorded will be free from material defects in materials and workmanship under normal use, and (ii) the Software (excluding Trial Software), as provided by Mundo Systems Inc , will substantially conform to the specifications in the Documentation applicable to such Software (collectively, the “Software Warranties”). Licensee must report in writing any breach of the Software Warranties to Mundo Systems Inc during the warranty period, and Licensee's exclusive remedy, and Mundo Systems Inc 's sole obligation, for any such breach of warranty shall be for Mundo Systems Inc to either replace defective media and to correct or provide a workaround for reproducible errors that cause a breach of the Software Warranties within a reasonable time considering the severity of the error and its effect on Licensee or, at Mundo Systems Inc 's option, refund the license fees paid for the nonconforming Software upon return of such Software to Mundo Systems In cand termination of the related license hereunder.

4.3 Limited Services Warranty for SmartStart Services and Professional Services. Mundo Systems Inc warrants that it will perform the SmartStart Services and Professional Services: (i) in a professional, diligent, and technically correct manner; and (ii) in substantial conformance with the applicable services scope for SmartStart Services, set forth in this Agreement, or for Professional Services, set forth in the SOW (collectively, the “Services Warranties”). Licensee must report in writing any breach of the Services Warranties to Mundo Systems Inc within thirty (30) days following the performance of nonconforming SmartStart Services or within ninety (90) days following the performance of nonconforming Professional Services, as applicable, and Licensee’s exclusive remedy, and Mundo Systems Inc ’s sole obligation, for any breach of the Services Warranties, shall be for Mundo Systems Inc to re-perform the nonconforming portion of the SmartStart Services or Professional Services, as applicable, or, at Mundo Systems Inc ’s option, refund the fees paid for the nonconforming portion of the SmartStart Services or Professional Services, as applicable. Notwithstanding the foregoing, Mundo Systems Inc shall have no obligation for breach of the Services Warranties to the extent arising out of Licensee’s modification of Deliverables or use of Deliverables in violation of this Agreement or the SOW.

4.4 Disclaimer of Other Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN THIS SECTION 4 ARE THE ONLY WARRANTIES PROVIDED TO LICENSEE. MUNDO SYSTEMS INC AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, ANY ACCOMPANYING WRITTEN MATERIALS, AND ANY SERVICES.
SECTION 5. REMEDIES.

5.1 Limitation of Remedies and Damages. IN NO EVENT WILL MUNDO SYSTEMS INC , ITS LICENSORS, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND DATA AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF MUNDO SYSTEMS INC OR A MUNDO SYSTEMS INCREPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. MUNDO SYSTEMS INC 'S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE FEES PAID BY LICENSEE TO MUNDO SYSTEMS INCDURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR THE SOFTWARE OR ANY SERVICES (EXCLUDING APPLICABLE TAXES AND PAYMENT FEES) THAT CAUSED THE DAMAGES. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN MUNDO SYSTEMS INC 'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. LICENSEE AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR ANY SERVICES BROUGHT BY LICENSEE MUST BE FILED WITHIN NO LATER THAN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED.

5.2 Indemnification. Licensee agrees to indemnify and hold harmless Mundo Systems Inc , its licensors and their respective officers, directors, affiliates, employees, principals, shareholders and agents from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorney’s fees) arising out of or in connection with any breach of this Agreement by Licensee, or any wrongful or negligent act or omission by Licensee or its officers, employees or agents.

5.3 Injunctive Relief. Licensee hereby expressly agrees that a remedy at law for any breach or attempted breach of the provisions of this Agreement may be inadequate and Mundo Systems Inc , in addition to any other rights or remedies, shall be entitled to seek injunctive and other equitable relief in the event of any such breach or attempted breach without having to: (i) post bond or other security to prevent a breach or continuing breach of this Agreement, or (ii) prove actual damages.

5.4 WAIVER OF JURY TRIAL. LICENSEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES OR THIS AGREEMENT.
SECTION 6. GENERAL.

6.1 Partners. An Order may be submitted by Licensee or an authorized reseller or distributor of Mundo Systems Inc (each a “Partner”). When an Order is submitted by a Partner, Licensee will have a separate agreement with the Partner regarding Licensee’s payment obligations to the Partner and the Partner will have a separate agreement with Mundo Systems Inc regarding the Partner’s payment obligations to Mundo Systems Inc .

6.2 Payment. Licensee or, when applicable, a Partner will pay Mundo Systems Inc for the Software and Services in accordance with the applicable Order. Any late payments will accrue an administrative fee of one and one-half percent (1.5%) of the outstanding balance per month or the maximum rate permitted by law. In the event Mundo Systems Inc engages a collection agency to collect any late payment, a collection fee of thirty percent (30%) of the outstanding balance plus any accrued administrative fees will be added.

6.3 Termination. This Agreement, an Order, or a SOW may be terminated: (a) by mutual agreement of Mundo Systems Inc and Licensee; (b) by Licensee, upon thirty (30) days prior written notice to Mundo Systems Inc; or (c) by Mundo Systems Inc , if Licensee breaches this Agreement and fails to cure such breach to Mundo Systems Inc 's reasonable satisfaction within thirty (30) days following receipt of Mundo Systems Inc 's notice thereof. Upon any termination of this Agreement, Licensee shall immediately cease all use of the applicable Software, destroy all copies of the Software in Licensee’s possession and control, and certify in writing to Mundo Systems Inc within thirty (30) days after termination that Licensee has destroyed such Software and all copies thereof. Termination of this Agreement shall not limit Mundo Systems Inc from pursuing any remedies available to it, including injunctive relief, or relieve Licensee of its obligation to pay all fees that have accrued or have become payable by Licensee under this Agreement, any Order, or any SOW.

6.4 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall survive any termination/expiration of the Agreement and remain in effect following such termination/expiration.

6.5 Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement without prior written consent by Mundo Systems Inc (which consent shall not be unreasonably withheld) and any purported assignment or transfer without Mundo Systems Inc 's written consent shall be null and void.

6.6 Interpretation. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws and Licensee irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by it will be brought and determined in the federal courts for the District of Texas, or if there is no federal jurisdiction, by the state courts of Texas, and Licensee hereby irrevocably agrees to submit to the exclusive jurisdiction of the aforesaid courts with regard to any such action or proceeding arising out of or relating to this Agreement or the Software. Notwithstanding the foregoing, if Licensee has a shipping address within the United Kingdom, the Republic of Ireland or another address within the European Union, this Agreement will be governed by and construed in accordance with the laws of England and Wales, without reference to the principles of conflicts of law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute, legal action or proceeding arising out of or relating to this Agreement, including its subject matter and/or interpretation. The U.N. Convention of Contracts for the Sale of International Goods will not apply. Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by the other Party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. Mundo Systems Inc will not be liable for any delay or failure of performance, and no delay or failure of performance will constitute a default or give rise to any liability for damages if such delay or failure is caused by causes beyond Mundo Systems Inc 's control, including, without limitation, acts of God, war, terrorism, and civil disturbance.

6.7 Entire Agreement. This Agreement, including any Order and SOW hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, whether written or oral, relating to the same subject matter. Any contrary or supplemental terms or conditions on any purchase order or other document issued by Licensee is for administrative convenience only and shall not be binding upon Mundo Systems Inc, even if signed by Mundo Systems Inc. Performance will not constitute acceptance by Mundo Systems Inc of contrary or supplemental terms or conditions. Any amendment to this Agreement shall be binding upon the Parties only if such amendment references this Agreement and is executed by both Parties.

Exhibit A
Professional Services Addendum
The following Professional Services Addendum (“Addendum”) to the Mundo Systems Inc End User License Agreement (“Agreement”) is only applicable to purchases of SmartStart Services or Professional Services from Mundo Systems Inc, as such terms are defined in the Agreement (each referred to herein as a “Project”).
1) Definitions. Capitalized terms used in this Addendum and not otherwise defined herein shall have the meaning given to such terms in the Agreement.
(a) “Activities” means consulting and/or training services to be performed by Mundo Systems Inc pursuant to a Project Document.
(b) “Customer” means the Licensee of the Software.
(c) “Day” means eight (8) hours.
(d) “Fixed Price Project” means a Project in which specific tasks are to be completed or items are to be created for a set fee, regardless of the Time required to complete the specific tasks or create the specific items.
(e) “Non-Workday” means a calendar day which is either a weekend or a holiday.
(f) “Prepaid Time” means Time for which Customer is invoiced immediately after submitting an Order or otherwise before Mundo Systems Inc begins work on the Project, each as stated in the Order or Project Document.
(g) “Project Deliverable” refers to a specific task to be completed or item to be created as part of a Fixed Price Project pursuant to a Project Document.
(h) “Project Document” means a document issued simultaneously with or subsequent to an Order (and signed by Customer) for SmartStart Services or Professional Services, which states the Activities and Project Deliverables involved in the Project, such as a SOW for Professional Services.
(i) “Time” means the quantity of Days or hours stated for a T&M Project.
(j) “Time and Materials Project” or “T&M Project” means a Project in which Activities are provided on a per-hour or per-Day basis.
(k) “Workday” means a Day during which Mundo Systems Inc performs Professional Services, excluding non-Workdays.

2) Process.
(a) Orders. The Order for a Project will state whether fees will be billed as a Fixed Price Project or T&M Project. When applicable, the Order will also state estimated travel and living expenses as a separate line item. Customer agrees to reimburse Mundo Systems Inc for all travel and living expenses reasonably incurred in the performance of the Professional Services. Any Professional Services purchased by Customer are subject to the terms of this Addendum.
(b) Resources. After Mundo Systems Inc receives Customer’s Order and Project Document, Mundo Systems Inc will assign personnel to the Project (the “Project Team”). The Project shall start upon a date mutually agreed by Mundo Systems Inc and Customer. Mundo Systems Inc will be responsible for the acts and omissions of its personnel, including contractors (if any), during performance of the Project.
(c) Termination. If Mundo Systems Inc terminates an Order due to Customer’s uncured breach of the Agreement or this Addendum, Customer shall pay Mundo Systems Inc all hours that Mundo Systems Inc has worked on Project Deliverables or Activities (as applicable) at Mundo Systems Inc ’s then-current hourly rate and all expenses incurred by Mundo Systems Inc; and Customer shall not be entitled to a refund of any unused Prepaid Time under the applicable Order. In the event that an Order is terminated, such termination shall not affect any other Orders.
(d) Assumptions and Customer Obligations. Customer will:
• Commit a technical resource, as may be required, to provide Mundo Systems Inc with the assistance required to perform the Activities or complete the Project Deliverables.
• Provide the Project Team with adequate and appropriate accommodations at Customer’s site (when applicable), as well as access to Customer’s servers, systems, and data, as may be required, to perform the Activities or complete the Project Deliverables.
• Provide the Project Team with suitable business expertise, technical expertise, and decision-making authority to ensure efficient progress on the Project.
• On request, provide the Project Team manager with applicable documentation of Customer’s current business practices applicable to the Project.

3) Completion of Project Deliverables.
This Section 3 applies only to Fixed Price Projects. Following the completion and delivery of the Project Deliverable(s), Mundo Systems Inc will notify Customer in writing that the Project Deliverable(s) have been performed or created and delivered. Within ten (10) calendar days of the delivery of the Project Deliverable(s) to Customer (the “Completion Acknowledgement Period”), if Customer determines that the Project Deliverable(s) have not been completed in substantial conformance with their descriptions in the Project Document, it will so notify Mundo Systems Inc in writing and describe each non-conformance (“Notice of Non-Conformance”). Upon Mundo Systems Inc ’s receipt of a Notice of Non-Conformance, Mundo Systems Inc will re-perform or re-create the non-conforming Project Deliverables and a new Completion Acknowledgment Period will begin upon delivery of the revised Project Deliverables. If Customer does not provide a Notice of Non-Conformance by the end of the Completion Acknowledgement Period, the Project Deliverables will be deemed completed. Nothing in this Section 2(e) will affect Customer’s rights under Section 4.3 of the Agreement.

4) Estimated Time.
This Section 4 applies only to T&M Projects. An Order for a T&M Project will contain the Time that Mundo Systems Inc has estimated in good faith to be required to perform the Activities described in the Project Document for the T&M Project (“Estimated Time”). Mundo Systems Inc shall use commercially reasonable efforts to complete the Activities within the Estimated Time; however, Mundo Systems Inc does not represent or warrant that it can or shall do so. Mundo Systems Inc shall promptly notify Customer if it determines that more Time shall be required to complete the planned Activities and shall not perform Activities beyond the Time without an executed modification to the relevant Order or Project Document (which modification may be approved by Customer via email or otherwise). Following Customer’s email or other approval, Mundo Systems Inc may reallocate the Time stated in the relevant Order or Project Document among the various resources stated in the fees table of the Project Document, provided such reallocation does not exceed the Estimated Time set forth therein. Activities shall use Prepaid Time, if any, before non-Prepaid Time.

5) Fees and Expenses.
(a) Dates Valid. The prices stated in an Order for a Project are valid for Activities performed within six (6) months of the date of Customer’s execution of the Order. Any Prepaid Time for a T&M Project unused after six (6) months from the date of the last signature on the Order and Project Document shall expire without the right of refund. Notwithstanding the foregoing, the right to use the SmartStart Services will expire ninety (90) calendar days following purchase of the SmartStart Services.
(b) Normal Business Hours, Weekends, and Holidays. Unless otherwise agreed by Mundo Systems Inc and Customer, all work on the Project shall be performed Workdays between the hours of 7:00 a.m. to 8:00 p.m. in Customer’s local time (“Normal Business Hours”). Upon mutual agreement by Mundo Systems Inc and Customer, Mundo Systems Inc may work more than eight (8) hours in a Workday, four (4) ten-hour Workdays in a calendar week, after Normal Business Hours, or on Non-Workdays (each “Abnormal Hours”). Customer requests for Mundo Systems Inc to perform work for a Project on Non-Workdays must be scheduled at least fifteen (15) days in advance and be for a minimum of one (1) Day. For billing purposes under an Order for a T&M Project, (i) a Workday on which Mundo Systems Inc works ten (10) hours is equal to, and billable as, one and one quarter (1.25) Days; (ii) a week in which Mundo Systems Inc works four (4) ten-hour Workdays is equal to, and billable as, five (5) Days, (iii) work performed after Normal Business Hours or on a Non-Workday which is a weekend day, are billable as one and one half (1.5) hours shall be charged for each hour outside of Normal Business Hours, and (iv) and work performed on a Non-Workday which is a holiday, are billable as two (2) Days. If work is performed using Prepaid Time after Normal Business Hours or on a Non-Workday, one and one half (1.5) hours shall be used from the Estimated Time for each hour outside of Normal Business Hours, the Estimated Time shall be used at the rate of one and one half (1.5) Days for each Non-Workday which is a weekend on which Activities are performed and two (2) Days for each Non-Workday which is a holiday on which Activities are performed.

6) Non-Restrictive Relationship
Notwithstanding anything to the contrary, Mundo Systems Inc may provide the same or similar services to other customers and Customer may utilize other information technology service providers that are competitive with Mundo Systems Inc.

7) Effect of Addendum
Nothing in this Addendum is intended to modify, alter, reduce or change the rights or obligations of the parties to the Agreement, except as expressly stated in this Addendum. In the event there is any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall control solely as to the subject matter of this Addendum. Unless specifically modified or amended by the terms of this Addendum, all the terms, conditions, liabilities and obligations of the Agreement shall be and remain applicable, in effect, valid, and enforceable between the Parties and applicable to this Addendum, all in accordance with the terms of the Agreement. This Addendum, the Agreement, and any Order or Project Document (as applicable) express the entire agreement with respect to the subject matter hereof.