Mundo Systems Inc
End User License Agreement

Version 3.0  | 

​

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 YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK THE “I ACCEPT” BUTTON, DOWNLOAD, INSTALL OR USE THE SOFTWARE.

WHERE LICENSEE IS AN AGENCY OR INSTRUMENTALITY OF THE UNITED STATES GOVERNMENT, OR A CONTRACTOR ACQUIRING THE SOFTWARE ON ITS BEHALF, SECTION 7 (U.S. GOVERNMENT LICENSEES) CONTROLS OVER ANY CONFLICTING PROVISION OF THIS AGREEMENT, AND NO CLICK-THROUGH OR SIMILAR MECHANISM SHALL BIND THE GOVERNMENT TO ANY TERM RENDERED UNENFORCEABLE BY FEDERAL LAW.

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 proprietary licensed computer software program(s) identified in an Order, including the DCAMPS product line, together with the Documentation and any Third-Party Components furnished therewith. All Software is licensed on a subscription basis.

C. “Subscription Software” means Software licensed for a defined term pursuant to an Order.

D. “Instance” means one deployment of the Software into a Kubernetes environment from the Helm chart furnished by Mundo Systems, comprising all containers that the chart instantiates as a single logical deployment. The number of containers within a deployment does not affect the count, and replicas scaled within a single deployment for availability or performance form part of that same Instance. One license entitles Licensee to one Instance, including everything required to operate the Software in that Kubernetes environment.

E. “Documentation” means the technical documentation provided with the Software or otherwise made available to Licensee by Mundo Systems.

F. “Third-Party Components” means commercial or open-source software components licensed to Mundo Systems by third parties and furnished as part of the Software, as further described in Section 1.7.

G. “Services” means the services provided by Mundo Systems in relation to the Software pursuant to an Order. The term “Services” includes Maintenance Services, Onboarding Services, Deployment Services, and Professional Services.

H. “Maintenance Services” means the maintenance and support services provided to Licensee pursuant to an Order.

I. “Onboarding Services” means guided assistance provided to Licensee to install the Software on its own, with defined checkpoints with Mundo Systems.

J. “Deployment Services” means implementation and deployment assistance for containerized Software provided to Licensee pursuant to an Order, performed within computing environments provided and defined by Licensee.

K. “Professional Services” means any services other than Maintenance Services, Onboarding Services, and Deployment Services provided pursuant to an Order, including without limitation configuration, integrations, classification rule and taxonomy development, and custom engineering.

L. “Quote” means any quote issued by Mundo Systems for Software or Services.

M. “Order” means any order for Software or Services, including a signed Quote or other document issued in accordance with a Quote, or as otherwise indicated in this Agreement. Where Software is acquired through a Partner or a prime contractor, the applicable subcontract, purchase order, or task order accepted by Mundo Systems constitutes the Order.

N. “Government Licensee” means an agency or instrumentality of the United States Government, or a contractor acquiring the Software for delivery to or use by such an agency or instrumentality.

SECTION 1. SOFTWARE.

1.1.1 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. Except where Licensee is a Government Licensee, a Subscription Term will automatically renew for successive terms of the same duration and at the same quantities in use at the end of the then-current term, unless Licensee notifies Mundo Systems in writing at least sixty (60) days before the end of the then-current term that it will not renew. Mundo Systems will communicate any fee increase applicable to a renewal term before expiration of the then-current term. Where Licensee is a Government Licensee, no license or service tied to periodic payment shall renew automatically; renewal requires the prior express consent of an authorized Government representative, and no reinstatement, lapse, or similar fee shall apply.

1.1.2 License Grant to Software. Subject to the terms and conditions of this Agreement and the applicable Order, Mundo Systems grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable and non-sublicensable right to install, use, access, run, or otherwise interact with the Software for Licensee’s own internal business operations and in accordance with the Documentation, in a quantity not exceeding the licensed quantity stated in the Order. Licensee determines where and in what environments the Software is deployed, including development, test, staging, production, high availability, failover, and disaster recovery environments, whether on premises or in a cloud service environment. The licensed quantity is the maximum number of Instances running concurrently at any one time, counted in the aggregate across all environments; no environment is exempt from the count and no environment is separately licensed. Licensee may store Software images in its own repositories as reasonably necessary to support such deployment, and stored images not in use are not counted against the licensed quantity. The Software is provided in binary code only. Nothing in this Agreement entitles Licensee to receive source code for the Software.

1.1.3 Upgrades and Changes to Terms. If Licensee obtains the Software as an upgrade to an existing Mundo Systems software product, the terms of this Agreement will apply to such product as upgraded. Mundo Systems may revise the terms of this Agreement from time to time and will notify Licensee of any revision. For Licensees other than Government Licensees, continued use of the Software following such notice constitutes agreement to the revised terms. Where Licensee is a Government Licensee, Section 7.5 governs revisions to this Agreement.

1.2 Restrictions. Licensee may not: (a) modify the Software or any portion thereof; (b) reverse engineer, decompile, disassemble, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof; (c) use the Software to provide managed services, application services, or software-as-a-service to third parties, or in any commercial time-share arrangement, without the prior written consent of Mundo Systems, provided that a Government Licensee may operate the Software as an internal enterprise or shared service for other components, commands, or agencies of the United States Government within the scope stated in the Order; (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, provided that Licensee may permit its own contractors and support personnel to operate the Software on Licensee’s behalf and for Licensee’s benefit, subject to this Agreement; or (f) install, use, or run the Software in any third-party facility, or enable others to do so, provided that Licensee may install, use, and run the Software on servers (physical or virtual) that it owns, leases, or otherwise controls, including tenancy in a commercial or Government cloud service environment. Licensee shall not, and shall not permit any other person to: (x) use the Software for purposes of benchmarking or competitive analysis of the Software, or developing, using or providing a competing software product or service, provided that nothing in this clause restricts a Government Licensee from conducting evaluation, testing, security assessment, or source selection activities required by law or regulation; (y) copy the Software in whole or in part except as expressly permitted herein; or (z) use the Software in violation of any law, regulation or rule.

1.3 U.S. Government Rights. The Software is a “commercial product” and “commercial computer software,” and the Documentation is “commercial computer software documentation,” as those terms are defined and used at FAR 2.101 and FAR 12.212 and DFARS 227.7202-1 through 227.7202-4 (or equivalent provisions in agency supplements). Consistent with those provisions, all U.S. Government users acquire the Software and Documentation with only those rights set forth in this Agreement. The Software was developed exclusively at private expense. The manufacturer is Mundo Systems Inc., 36 Rogers Wood, San Antonio, Texas 78248, United States.

1.4 Export Compliance. Licensee shall not export or re-export, or permit the export or re-export of, the Software or any copy, portion or direct product thereof in violation of the U.S. Export Administration Regulations (15 C.F.R. Parts 730-774), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), the regulations administered by the Office of Foreign Assets Control (31 C.F.R. Parts 501-599), or any other applicable export control law or regulation.

1.5 License Term Enforcement. Subscription Software may include a mechanism that prevents use of such Software following expiration of the applicable license term. Licensee may not disrupt, disable or interfere with that mechanism, and may not use such Software after expiration of the applicable term unless Licensee purchases a renewal license from Mundo Systems. Where Licensee is a Government Licensee, no such mechanism shall operate to disable, suspend, or degrade the Software, and Mundo Systems shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as permitted by the underlying Government contract; any dispute shall be pursued under the Contract Disputes Act or other applicable Federal statute while Mundo Systems continues performance in accordance with FAR 52.233-1.

1.6 Reservation of Rights. Mundo Systems reserves all rights, implied or otherwise, not expressly granted to Licensee hereunder. The Software is licensed, not sold, and Mundo Systems retains all ownership of and all right, title and interest in and to the Software, including without limitation all intellectual property rights, excluding only Third-Party Components, which remain the property of their respective licensors. No license under any patent of Mundo Systems is granted by implication, estoppel, or otherwise beyond the license rights expressly stated in this Agreement.

1.7 Third-Party Components. The Software is furnished with certain Third-Party Components. Commercial Third-Party Components are licensed to Mundo Systems by their respective licensors and are furnished to Licensee under, and subject to, the applicable licensor’s commercial license terms, which are passed through to Licensee and which Mundo Systems will provide upon written request. Mundo Systems conveys no greater rights in any Third-Party Component than it holds from the applicable licensor, and asserts no proprietary rights in any Third-Party Component beyond its rights as an authorized licensee or reseller thereof. Open-source Third-Party Components are licensed under their respective open-source licenses (“Third-Party Licenses”); those licenses apply only to the component with which they are associated and do not apply to the proprietary portions of the Software owned by Mundo Systems. A current inventory of Third-Party Components and their associated license terms is available upon written request.

1.8 Usage Verification. Upon written request by Mundo Systems, which shall be made no more frequently than annually, Licensee shall certify the maximum number of Instances running concurrently against the licensed quantity stated in the applicable Order. Any review shall be scheduled at least ten (10) business days in advance, conducted during normal business hours, and shall not unreasonably interfere with Licensee’s operations. If Licensee’s use is found to exceed the quantity authorized by the applicable Order (an “Overage”), Licensee will be invoiced for the additional quantity at the same per-unit price as the contracted quantity for the remainder of the applicable term. Where Licensee is a Government Licensee: any verification requested by Mundo Systems shall be performed at Mundo Systems’ expense without reimbursement by the Government; any resulting invoice must comply with the invoicing requirements of the underlying Government contract or order; and any charge disputed by the ordering activity shall be resolved under FAR 52.233-1, with no payment obligation arising until conclusion of the dispute process.

1.9 Telemetry and Usage Data. The Software does not transmit usage, activity, or diagnostic data to Mundo Systems by default. Where an Order expressly provides for telemetry, and only where Licensee has affirmatively enabled it in writing, the Software may transmit product version, license key, and quantity of licensed units in use for the purpose of verifying compliance with this Agreement, together with such aggregate usage statistics as are described in the Order. Licensee may disable any such capability at any time. No telemetry, usage data, activity data, or log data will be transmitted from any Licensee environment operating under a Government authorization to operate, from any classified or air-gapped environment, or from any accredited security boundary, absent the prior written authorization of the cognizant Government authorizing official.

SECTION 2. SERVICES.

2.1.1 Scope of Maintenance Services. The scope of the Maintenance Services is as follows:

A. Mundo Systems shall make available to Licensee new versions and releases of the Software, including corrections, enhancements and updates, if and when Mundo Systems makes them generally available without charge to licensees of the Software.

B. Mundo Systems shall respond to communications from Licensee reporting failures of the Software to operate substantially in accordance with its specifications.

C. Mundo Systems shall respond to a reasonable number of communications from Licensee requesting consultation on the operational or technical aspects of the Software, provided such requests are made by individuals generally skilled in the use of the Software.

D. Licensee shall have access to the technical support resources applicable to the Software as stated in the Order.

E. Maintenance Services shall be available via e-mail or telephone. Mundo Systems will acknowledge inquiries within two (2) business days of receipt.

2.1.2 Maintenance Services Term. Mundo Systems will make available the Maintenance Services beginning and ending on the dates set forth in the Order (the “Maintenance Services Term”).

2.1.3 Renewal. Except where Licensee is a Government Licensee, each Maintenance Services Term will automatically renew for successive terms of the same duration unless Licensee notifies Mundo Systems in writing at least sixty (60) days before the end of the then-current term that it will not renew. Mundo Systems will communicate any fee increase applicable to a renewal term before expiration of the then-current term. Where Licensee is a Government Licensee, Maintenance Services shall not renew automatically; renewal requires the prior express consent of an authorized Government representative, and no reinstatement, lapse, or similar fee shall apply.

2.1.4 Non-Payment. Mundo Systems may suspend Maintenance Services during any Maintenance Services Term if it has not received all applicable fees, provided that where Licensee is a Government Licensee, Mundo Systems shall continue performance in accordance with FAR 52.233-1 and pursue any claim for payment under the Contract Disputes Act or other applicable Federal statute.

2.2 Onboarding Services. This Section 2.2 applies only to the extent Onboarding Services are included in an Order. Mundo Systems will provide guided onboarding assistance enabling Licensee to install the Software, with defined checkpoints with Mundo Systems.

2.3.1 Scope of Deployment Services. This Section 2.3 applies only to the extent Deployment Services are included in an Order. Mundo Systems will provide deployment and installation of containerized Software within computing environments provided and defined by Licensee.

2.3.2 Deployment Services Term. Mundo Systems will commence and complete the Deployment Services within a reasonable time considering their complexity and the circumstances. Licensee will make diligent efforts to schedule and enable completion of the Deployment Services, including making available the proper personnel, access, equipment, and environment in a timely manner.

2.3.3 Completion. The Deployment Services will be considered fully delivered and completed upon the earlier of: (i) written acknowledgement by Licensee of completion, or (ii) fifteen (15) calendar days following written notice of completion from Mundo Systems to which Licensee has not responded with a written description of non-conformance.

2.4.1 Scope and Term of Professional Services. This Section 2.4 applies only to the extent Professional Services are included in an Order. The scope and term of the Professional Services will be set forth in an Order and a statement of work (“SOW”) agreed by the Parties before commencement. SOWs will be billed on a time-and-materials basis or as otherwise agreed in the SOW. Each fixed-price SOW will state the applicable fees and payment milestones, if any.

2.4.2 Professional Services Deliverables. “Deliverables” means work product created by Mundo Systems pursuant to a SOW. Mundo Systems 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. Where Licensee is a Government Licensee, rights in Deliverables shall be as specified in the applicable Government contract or order and, absent a contrary provision therein, shall be not less than the license stated in the preceding sentence.

2.5 Intellectual Property. All right, title and interest in any intellectual property created as part of the Maintenance Services, Onboarding Services, Deployment Services, or Professional Services, including without limitation any Deliverables, shall be owned by Mundo Systems, subject to the rights granted in Section 2.4.2 and to any data rights assertion made by Mundo Systems under an applicable Government contract. Licensee retains all right, title and interest in its own data and in any Licensee confidential information shared with Mundo Systems in connection with the Services.

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, knowledge or methodologies of Mundo Systems not generally available to the public, to which Licensee may gain access as a result of this Agreement. Licensee shall keep such Confidential Information confidential and shall use commercially reasonable efforts and take all reasonable steps to protect it from any use, reproduction, publication, disclosure, or distribution except as authorized by this Agreement. Licensee shall promptly notify Mundo Systems of any known unauthorized use or disclosure. Mundo Systems shall protect Licensee’s confidential information and data to the same standard. Where Licensee is a Government Licensee, this Section is subject to Section 7.10, to the Freedom of Information Act, to the Trade Secrets Act, and to other applicable Federal law, and Mundo Systems shall mark its Confidential Information with restrictive legends as required or permitted under Government regulation in order to preserve its proprietary character.

3.2 Advertising. With Licensee’s prior written consent, Mundo Systems may publicly identify Licensee as a customer of Mundo Systems and the Software Licensee is using. Such use may include Licensee’s name, logo, and other non-confidential information related to Licensee’s use of Mundo Systems products.

3.3 Suggestions. To the extent Licensee provides suggestions, enhancement requests, recommendations or other feedback on the Software or Services (collectively, “Comments”), Licensee grants Mundo Systems a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate the Comments and the ideas contained in them into the Software or Services and to create derivative works thereof. This Section does not apply to any Licensee confidential information, Government data, or Controlled Unclassified Information.

3.4 Privacy. To the extent any personal information is collected by Mundo Systems in connection with this Agreement, Mundo Systems will use such information only as necessary to perform this Agreement and in accordance with applicable law.

SECTION 4. WARRANTIES.

4.1 Limited Software Warranty. Mundo Systems warrants that for a period of ninety (90) days from the date Mundo Systems issues Licensee’s license keys for the Software, the Software, as provided by Mundo Systems, will substantially conform to the specifications in the applicable Documentation (the “Software Warranty”). Licensee must report any breach of the Software Warranty in writing during the warranty period. Licensee’s exclusive remedy, and Mundo Systems’ sole obligation, for any such breach shall be for Mundo Systems to correct or provide a workaround for reproducible errors within a reasonable time considering the severity of the error and its effect on Licensee or, at Mundo Systems’ option, to refund the license fees paid for the nonconforming Software upon termination of the related license.

4.2 Limited Services Warranty. Mundo Systems warrants that it will perform the Deployment Services and Professional Services in a professional, diligent, and technically correct manner and in substantial conformance with the applicable scope stated in this Agreement or the SOW (the “Services Warranties”). Licensee must report any breach of the Services Warranties in writing within thirty (30) days following performance of nonconforming Deployment Services or within ninety (90) days following performance of nonconforming Professional Services. Licensee’s exclusive remedy, and Mundo Systems’ sole obligation, shall be for Mundo Systems to re-perform the nonconforming portion or, at Mundo Systems’ option, refund the fees paid for that portion. Mundo Systems shall have no obligation under the Services Warranties to the extent a nonconformance arises out of Licensee’s modification of Deliverables or use of Deliverables in violation of this Agreement or the SOW.

4.3 Disclaimer of Other Warranties. THE LIMITED WARRANTIES DESCRIBED IN THIS SECTION 4 ARE THE ONLY WARRANTIES PROVIDED TO LICENSEE. MUNDO SYSTEMS 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, ITS LICENSORS, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES 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 WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION OR DATA), 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. MUNDO SYSTEMS’ CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE FEES PAID BY LICENSEE TO MUNDO SYSTEMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR THE SOFTWARE OR SERVICES THAT CAUSED THE DAMAGES, EXCLUDING APPLICABLE TAXES AND PAYMENT FEES. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, MUNDO SYSTEMS’ LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

5.2 Indemnification. Licensee agrees to indemnify and hold harmless Mundo Systems, its licensors and their respective officers, directors, affiliates, employees and agents from and against any claims, causes of action, demands, losses, damages, costs and expenses of any type (including reasonable attorneys’ 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. This Section 5.2 does not apply where Licensee is a Government Licensee, and any obligation of the United States to indemnify Mundo Systems is unenforceable and deemed stricken in accordance with FAR 52.232-39 and Section 7.2 of this Agreement.

5.3 Injunctive Relief. Licensee agrees that a remedy at law for any breach or attempted breach of this Agreement may be inadequate and that Mundo Systems, in addition to any other rights or remedies, shall be entitled to seek injunctive and other equitable relief. Where Licensee is a Government Licensee, equitable or injunctive relief, including any award of attorneys’ fees, costs or interest, may be awarded against the United States only when explicitly provided by statute.

5.4 Time to Bring Claims; Jury Trial. Except where Licensee is a Government Licensee, 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 one (1) year after such claim or cause of action arose or it will be barred, and Licensee irrevocably waives any right to trial by jury in any legal proceeding arising out of or related to the Software, the Services or this Agreement. Where Licensee is a Government Licensee, the time period for bringing an action is that prescribed by applicable Federal law and this Section 5.4 does not apply.

SECTION 6. GENERAL.

6.1 Partners and Prime Contractors. An Order may be submitted by Licensee, by an authorized reseller or distributor of Mundo Systems, or by a prime contractor acquiring the Software for delivery to a Government Licensee (each a “Partner”). Where 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 regarding the Partner’s payment obligations to Mundo Systems. This Agreement governs Licensee’s use of the Software regardless of the procurement channel through which it is acquired.

6.2 Payment. Licensee or, when applicable, a Partner will pay Mundo Systems for the Software and Services in accordance with the applicable Order. Except where Licensee is a Government Licensee, 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, and if Mundo Systems engages a collection agency, a collection fee of thirty percent (30%) of the outstanding balance plus accrued administrative fees will be added. Where Licensee is a Government Licensee, payment terms, interest, and any late-payment remedy shall be governed exclusively by the Prompt Payment Act and the terms of the underlying Government contract or order.

6.3 Termination. This Agreement, an Order, or a SOW may be terminated: (a) by mutual agreement; (b) by Licensee upon thirty (30) days prior written notice to Mundo Systems; or (c) by Mundo Systems, if Licensee materially breaches this Agreement and fails to cure such breach within thirty (30) days following written notice thereof. Upon termination, Licensee shall cease all use of the applicable Software and shall return or destroy all copies in its possession or control and, upon request, certify such destruction in writing within thirty (30) days; provided that Licensee may retain copies residing in routine automated backup or archival systems, and one copy as required by applicable law, regulation, or bona fide records-retention or compliance obligations, in each case subject to the continuing obligations of Section 3. Where Licensee is a Government Licensee, Mundo Systems shall not terminate or suspend rights granted to the Government except as permitted by the underlying Government contract, and shall pursue any claim under the Contract Disputes Act while continuing performance in accordance with FAR 52.233-1.

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

6.5 Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Mundo Systems, which consent shall not be unreasonably withheld, and any purported assignment without such consent shall be void. Where Licensee is a Government Licensee, this Agreement may not be assigned, nor may any rights or obligations be delegated, without the Government’s prior approval, except as expressly permitted under FAR 52.232-23, Assignment of Claims.

6.6 Governing Law and Forum. Except where Licensee is a Government Licensee, this Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws principles, and Licensee irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement will be brought exclusively in the United States District Court for the Western District of Texas, San Antonio Division, or, if there is no Federal jurisdiction, in the state courts of Bexar County, Texas, and Licensee submits to the exclusive jurisdiction of those courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Where Licensee is a Government Licensee, this Agreement is governed by Federal law and Section 7.1 applies.

6.7 Miscellaneous. Performance of any obligation may be waived only by a written waiver signed by the Party against whom the waiver is asserted, effective only as to the specific obligation described. If any provision is held contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Mundo Systems will not be liable for any delay or failure of performance caused by events beyond its reasonable control, including acts of God, war, terrorism, and civil disturbance.

6.8 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, whether written or oral, relating to the same subject matter. Except where Licensee is a Government Licensee or where Mundo Systems has expressly agreed otherwise in writing, any contrary or supplemental terms or conditions on a purchase order or other document issued by Licensee are for administrative convenience only and shall not be binding upon Mundo Systems, and performance will not constitute acceptance of such terms. Any amendment to this Agreement shall be binding only if it references this Agreement and is executed by both Parties.

SECTION 7. U.S. GOVERNMENT LICENSEES.

This Section 7 applies where Licensee is a Government Licensee. In the event of any conflict or inconsistency between this Section 7 and any other provision of this Agreement, this Section 7 controls.

7.1 Law and Disputes. This Agreement is governed by Federal law. Any language purporting to subject the United States to the laws of a state, territory, district, municipality, or foreign nation, except where Federal law expressly provides otherwise, is deleted. Any language requiring dispute resolution in a forum or venue other than that prescribed by applicable Federal law is deleted. Any language prescribing a period for bringing an action different from that prescribed by applicable Federal law is deleted. Binding arbitration shall not be used unless specifically authorized by agency guidance.

7.2 Unenforceable Obligations. In accordance with FAR 52.232-39, any clause of this Agreement requiring the Government to indemnify Mundo Systems or any other person for damages, costs, fees, or other loss or liability that would create a violation of the Anti-Deficiency Act (31 U.S.C. 1341) is unenforceable against the Government, is deemed stricken, and neither the Government nor any Government authorized end user shall be deemed to have agreed to it by virtue of its appearance in this Agreement or by execution of any click-wrap, browse-wrap, or comparable mechanism.

7.3 End User. This Agreement binds the ordering activity as end user but does not bind a Government employee or any person acting on behalf of the Government in his or her personal capacity.

7.4 Continued Performance. Mundo Systems shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by the underlying Government contract. If Mundo Systems believes the ordering activity to be in breach, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in FAR 52.233-1.

7.5 Updating Terms. After award, Mundo Systems may unilaterally revise the terms of this Agreement only if the revisions are not material. A material change is one that significantly changes Government rights or obligations, increases Government prices, decreases the overall level of service, or limits any other Government right addressed elsewhere in the underlying contract. Material revisions must be incorporated into the contract by bilateral modification. Any terms unilaterally revised after award that are inconsistent with a material term or provision of the underlying contract are not enforceable against the Government, and the Government shall not be deemed to have consented to them.

7.6 No Automatic Renewals. If any license or service tied to periodic payment is provided under this Agreement, it shall not renew automatically upon expiration of its current term without the prior express consent of an authorized Government representative. No reinstatement, lapse, or similar fee shall be assessed against the Government.

7.7 Arbitration; Equitable or Injunctive Relief. In the event of a claim or dispute arising under or relating to this Agreement, binding arbitration shall not be used unless specifically authorized by agency guidance. Equitable or injunctive relief, including any award of attorneys’ fees, costs or interest, may be awarded against the United States only when explicitly provided by statute, such as the Prompt Payment Act or the Equal Access to Justice Act.

7.8 Indemnification by Mundo Systems. Any provision of this Agreement requiring Mundo Systems to defend or indemnify the end user is amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

7.9 Audits. Any right of Mundo Systems under Section 1.8 to verify Licensee’s compliance is subject to the following: any discrepancy found may result in a charge to the ordering activity, and any resulting invoice must comply with the invoicing requirements specified in the underlying Government contract or order; any such charge, if disputed by the ordering activity, will be resolved through FAR 52.233-1, and no payment obligation shall arise on the part of the ordering activity until conclusion of the dispute process; and any audit requested by Mundo Systems will be performed at Mundo Systems’ expense, without reimbursement by the Government.

7.10 Confidential Information and Pricing. Neither this Agreement nor the applicable Federal Supply Schedule contract price list shall be deemed Confidential Information. Any issue regarding release of unit pricing will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this Agreement to the contrary, the Government may retain any confidential information as required by law, regulation, or its internal document retention procedures for legal, regulatory or compliance purposes, provided that all such retained information continues to be subject to the confidentiality obligations of this Agreement.

7.11 Taxes and Surcharges. Any taxes or surcharges Mundo Systems seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and must be submitted to the Contracting Officer for a determination of applicability prior to invoicing, unless specifically agreed otherwise in the Government contract.

7.12 Non-Assignment. This Agreement may not be assigned, nor may any rights or obligations hereunder be delegated, without the Government’s prior approval, except as expressly permitted under FAR 52.232-23, Assignment of Claims.

7.13 Order of Precedence. Where the Software is furnished under a Government prime contract or subcontract, the order of precedence is: (i) the applicable Federal procurement clauses and the terms of the underlying Government contract or order; (ii) this Section 7; (iii) the remaining provisions of this Agreement; and (iv) the applicable Order.

SECTION 8. PROFESSIONAL SERVICES TERMS.

This Section 8 applies only to purchases of Deployment Services or Professional Services (each a “Project”).

1) Definitions.

(a) “Activities” means consulting, engineering, and/or training services to be performed by Mundo Systems 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 completed or items created for a set fee, regardless of the Time required.

(e) “Non-Workday” means a calendar day which is a weekend or a Federal holiday.

(f) “Prepaid Time” means Time invoiced before Mundo Systems begins work on the Project, as stated in the Order or Project Document.

(g) “Project Deliverable” means a specific task to be completed or item to be created as part of a Fixed Price Project.

(h) “Project Document” means a document issued with or after an Order and agreed by Customer, stating the Activities and Project Deliverables involved in the Project, such as a SOW.

(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 performs services, excluding Non-Workdays.

2) Process.

(a) Orders. The Order will state whether fees are billed as a Fixed Price Project or T&M Project, and will state estimated travel and living expenses as a separate line item where applicable. Customer agrees to reimburse Mundo Systems for travel and living expenses reasonably incurred in performance, subject, where Customer is a Government Licensee, to the Federal Travel Regulation and the terms of the underlying Government contract.

(b) Resources. After receipt of the Order and Project Document, Mundo Systems will assign personnel to the Project (the “Project Team”). The Project shall start on a date mutually agreed. Mundo Systems is responsible for the acts and omissions of its personnel, including contractors, during performance.

(c) Termination. If Mundo Systems terminates an Order due to Customer’s uncured material breach, Customer shall pay Mundo Systems for all hours worked on Project Deliverables or Activities at Mundo Systems’ then-current rate and all expenses incurred. Termination of one Order shall not affect any other Order. Where Customer is a Government Licensee, termination shall be governed by the termination provisions of the underlying Government contract.

(d) Customer Obligations. Customer will: commit a technical resource as required to provide Mundo Systems the assistance necessary to perform the Activities or complete the Project Deliverables; provide the Project Team with access to Customer’s systems, environments, and data as required, and with adequate accommodations at Customer’s site where applicable; provide personnel with suitable business and technical expertise and decision-making authority; and on request provide 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 completion and delivery of a Project Deliverable, Mundo Systems will notify Customer in writing. Within ten (10) calendar days of delivery (the “Completion Acknowledgement Period”), if Customer determines the Project Deliverable has not been completed in substantial conformance with its description in the Project Document, Customer will notify Mundo Systems in writing describing each non-conformance (“Notice of Non-Conformance”). Upon receipt, Mundo Systems will re-perform or re-create the non-conforming Project Deliverable and a new Completion Acknowledgement Period will begin upon delivery. If Customer does not provide a Notice of Non-Conformance within the Completion Acknowledgement Period, the Project Deliverable will be deemed completed. Nothing in this Section affects 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 state the Time that Mundo Systems has estimated in good faith to be required to perform the Activities (“Estimated Time”). Mundo Systems shall use commercially reasonable efforts to complete the Activities within the Estimated Time but does not warrant that it will do so. Mundo Systems shall promptly notify Customer if it determines that additional Time will be required and shall not perform Activities beyond the Estimated Time without an executed modification to the relevant Order or Project Document. Following Customer’s written approval, Mundo Systems may reallocate Time among the resources stated in the Project Document, provided the reallocation does not exceed the Estimated Time. Activities shall use Prepaid Time, if any, before non-Prepaid Time.

5) Fees and Expenses.

(a) Validity. Prices stated in an Order for a Project are valid for Activities performed within twelve (12) months of Customer’s execution of the Order. Where Customer is a Government Licensee, unused Prepaid Time shall not expire without the right of refund, and any period of performance shall be as stated in the underlying Government contract or order.

(b) Hours. Unless otherwise agreed, work on a Project shall be performed on Workdays between 7:00 a.m. and 8:00 p.m. in Customer’s local time (“Normal Business Hours”). Upon mutual agreement, Mundo Systems may work outside Normal Business Hours or on Non-Workdays. Customer requests for work 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 a T&M Project, work performed outside Normal Business Hours or on a weekend Non-Workday is billable at one and one-half (1.5) hours for each hour worked, and work performed on a Federal holiday is billable at two (2) hours for each hour worked. The same multipliers apply to consumption of Prepaid Time.

6) Non-Restrictive Relationship.

Mundo Systems may provide the same or similar services to other customers, and Customer may utilize other information technology service providers that compete with Mundo Systems.

7) Effect of this Section.

In the event of any conflict between this Section 8 and Sections 1 through 6 of this Agreement, this Section 8 controls solely as to its subject matter. Where Customer is a Government Licensee, Section 7 controls over both. All other terms of this Agreement remain in effect.