LICENSE AGREEMENT
The effective date (the “Effective Date”) is the date Subscriber accepts the terms of this agreement (“Agreement”) by executing an Order Form that references this Agreement,
BETWEEN:
Intelliwave Technologies Inc., a company existing under the laws of the Province of Alberta with a business address at #200, 550 – 91 Street SW, Edmonton, Alberta, T6X 0V1, Canada.
(“Intelliwave”)
AND:
and the customer contracting entity identified on the Order.
(The “Subscriber”)
IN CONSIDERATION of their mutual promises made herein, and for other good and valuable consideration, the parties hereby agree as follows:
Intelliwave shall provide to the Subscriber the services described within Schedule “A” attached to this Agreement (the “Services”).
In addition to services described in Schedule “A”, the Services shall also include the following:
a) The “SiteSense System” means such internet based SiteSense system that is run on the Hosted Environment. The “Hosted Environment” means the hardware, system software, hosting support software, network connectivity and facility used by Intelliwave to support Subscriber’s use of the SiteSense System. “Authorized Users” means any Subscriber employee, Affiliate, contractor, or agent, or any other individual or entity authorized by Subscriber, (each, an “Authorized User”) to access and use the Services. “Affiliate” means an entity that controls, is controlled by, or is under common control of a party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.
b) Subscriber shall ensure that Authorized Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s misuse of the Services or any other breach of this Agreement. Subscriber shall ensure that Authorized Users do not use the Services in any way that: (i) causes, or may cause, damage to the Services or Hosted Environment or impairment of the availability or accessibility of the Services; (ii) is unlawful, illegal, fraudulent or harmful; or (iii) is in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
c) Subscriber and its Authorized Users may access the SiteSense System as set out in Schedule “A”.
d) The Services are provided as further described in Schedule “A” SiteSense System. A Subscriber administrator Authorized User “Admin Named Users” (Admin Named Users are defined in Schedule “A”) can request additional Admin Named Users via the Support E-mail “support@sitesensecloud.com, or equivalent” or through Intelliwave’s Online Support Portal. Admin Named Users can add or remove Transactional Users, Read-Only Users at will (“Transactional Users, and Read-Only users” are defined in Schedule “A”). Services are invoiced annually at the start of the Effective Date. Professional technical Services are invoiced monthly as used.
e) Intelliwave will use commercially reasonable efforts to make the SiteSense System available during all business hours, except during maintenance of the SiteSense System. Intelliwave however makes no guarantees of SiteSense System availability or performance during maintenance. Intelliwave shall give Subscriber as much advance notice of any scheduled maintenance as possible. In the event that the SiteSense System experiences unscheduled downtime, Intelliwave shall work diligently to correct the problem until it is resolved and the SiteSense System is made available to Subscriber.
f) As part of the hosting services to be provided by Intelliwave hereunder, Intelliwave shall:
- provide the Hosted Environment for the SiteSense System and the operation and required maintenance for such Hosted Environment. Subscriber acknowledges that the Hosted Environment may be used to provide similar services to other Subscribers and that Subscriber acquires no rights therein;
- deploy the SiteSense System licensed by the Subscriber at an URL owned by Intelliwave; and
- make the SiteSense System available except for during periods of maintenance or any loss or interruption of the SiteSense System due to causes beyond the control of Intelliwave, including, but not limited to, interruption or failure of telecommunication or digital transmission links, Internet slowdowns or failures or unauthorized intrusions. Intelliwave shall notify Subscriber of scheduled SiteSense System downtime as soon as practicable.
g) Intelliwave will provide professional support services to the SiteSense System as set forth in Schedule “B” Price List.
h) Intelliwave will provide routine maintenance to the SiteSense System, including tasks necessary to correct ordinary defects in the SiteSense System, tasks necessary to ensure continued day-to-day operation of the SiteSense System, and tasks necessary to effect other minor modifications and improvements to the SiteSense System. Subscriber hereby grants to Intelliwave permission to allow Intelliwave’s employees and subcontractors properly authorized by Intelliwave to access and make such corrections, modifications, and improvements to the SiteSense System (which hosts Subscriber’s data). Intelliwave will make such corrections, modifications, and improvements from time to time as deemed appropriate by Intelliwave in connection with the provision of Services to Subscriber.
i) If Subscriber desires any modifications to the SiteSense System, the Subscriber may make such request to Intelliwave, specifying in reasonable detail the specifications of modification to be made and the result to be obtained. Unless otherwise agreed to by Subscriber and Intelliwave, Intelliwave shall be compensated in accordance with the rates set out in Schedule “B” for implementing such requested modification. Any SiteSense System modifications written by Intelliwave will be owned exclusively by Intelliwave, and Subscriber shall retain a non-exclusive, non-transferable license to and right to use such modifications, subject to termination of this Agreement. All rights to such modifications not expressly granted to Subscriber hereunder are reserved by Intelliwave. Subscriber will not disclose or distribute any SiteSense System modifications and will use such SiteSense System modifications solely in connection with its receipt of the Services.
ARTICLE 2
PRICE AND PAYMENT
The Subscriber agrees to pay Intelliwave in accordance with the price and payment terms set forth in Schedule “B” attached to this Agreement. Intelliwave agrees to accept such amounts as full payment for its work. Intelliwave shall issue an invoice to the Subscriber in accordance with the time periods set out in Schedule “B”, showing the fees and taxes making up the total sum charged. The invoice shall specify that the Subscriber’s payments shall include any Goods and Services Tax, Value Added Tax and other taxes if applicable and the amounts of all such taxes shall be specifically identified as discrete items on all such invoices. The Subscriber shall pay all undisputed invoices, including applicable taxes, within the time periods set out in Schedule “B”.
ARTICLE 3
INDEPENDENT CONTRACTOR RELATIONSHIP
Intelliwave and Subscriber acknowledge and agree that Intelliwave is an independent contractor and is not an employee, servant, agent, partner, joint venturer or dependent contractor of the Subscriber. The Subscriber shall determine the scope of the Services to be performed by Intelliwave as set out in Schedule “A”, but Intelliwave shall determine the manner and means (including the legal means) by which it provides the Services. Subject to the understanding that Intelliwave will perform the Services in an orderly, competent and skilful manner and in a manner that will promote and not harm the Subscriber’s interests, and except as provided in this Agreement, Intelliwave has the right to control and direct the performance of the Services including, among other things, the location and time at which the Services are performed. Intelliwave acknowledges and agrees that neither it nor any of its employees, shareholders, principals, subcontracts or agents are to be treated as, or deemed to be, an employee of the Subscriber for any purposes.
ARTICLE 4
LICENSE GRANT; DATA
a) Grant of License. Subject to the terms and conditions of this Agreement, Intelliwave hereby grants to Subscriber a non-exclusive license to use the SiteSense System and Services for the duration of the Agreement.
b) Reproduction and Distribution. Subscriber may not reproduce and distribute copies of the SiteSense System and Services or in any medium, with or without modifications.
c) Trademarks. This Agreement does not grant permission to use the trade names, trademarks, service marks or product names of Intelliwave, except as required for reasonable and customary use in describing the origin of the SiteSense System and Services. Any use of Intelliwave trade names, trademarks, service marks or product names will be subject to Intelliwave’s trademark use guidelines and requirements.
d) Ownership & Authority. Intelliwave is, and shall at all times be, the sole and exclusive owner of all right, title, and interest in the SiteSense System and Services. Intelliwave has the absolute and exclusive right and authority to grant the licenses and other rights to the Subscriber as contemplated by this Agreement.
e) Subscriber Data. Intelliwave and Subscriber agree that Subscriber shall, at all times, be the sole and exclusive owner of all right, title and interest to its data, content and information (the “Data”) and all intellectual property rights therein. Notwithstanding any confidentiality restrictions, Subscriber grants to Intelliwave a non-exclusive, royalty-free, perpetual, worldwide, transferable license to use, copy, modify, distribute, format, disclose, store, archive, index or otherwise process, the Data without any further consent, notice and/or compensation to Subscriber for the sole purpose of supporting and developing the SiteSense System and Services, provided that when doing so, Intelliwave shall only disclose the Data in an anonymized and aggregated way.
ARTICLE 5
CONFIDENTIAL INFORMATION
Each of Intelliwave and the Subscriber acknowledges that in the course of Intelliwave’s engagement with the Subscriber, one party (the “Receiving Party”) will receive, be exposed to or otherwise become aware of Confidential Information (defined below) disclosed by another party (the “Disclosing Party”), and that such Confidential Information is a valuable asset which is the property of the Disclosing Party exclusively, the unauthorized use or disclosure of which would cause very serious and irreparable harm to the economic interest of the Disclosing Party.
The Receiving Party agrees that at all times during the term of this Agreement, other than as required in the normal course of business and in the best interests of the Disclosing Party, and at all times following termination of this Agreement for any reason, the Receiving Party shall hold in confidence and keep confidential all Confidential Information. For purposes of this Agreement, “Confidential Information” is defined as any information (except information that is or lawfully becomes public knowledge) concerning the business or operation of the Disclosing Party, and in particular but without limitation, letters of intent, agreements, contracts, distribution lists, customer, Disclosing Party or supplier lists, business plans or finance documents, financing agreements, financial information, marketing plans or strategies, product or technical information, personnel information, inventions, ideas, concepts, designs, improvements or other developments, and any other documents, procedures, policies, programs, reports or other information received, developed, prepared or coordinated by the Receiving Party, whether alone or together with others and whether in hard copy, electronic or verbal form, in the course of the Receiving Party’s engagement with the Disclosing Party.
Immediately upon the termination of this Agreement for any reason, the Receiving Party shall deliver to the Disclosing Party all Disclosing Party property which is in the possession, charge, control or custody of the Receiving Party, including without limitation all works, inventions, industrial designs, creative designs and records of Confidential Information, and copies made thereof, including any and all documents, manuals, lists, data, records, computer programs, codes, materials, prototypes, scripts, proposals, products, samples, analyses, reports, equipment, tools and devices relating or pertaining to the Disclosing Party’s business, whether provided to the Receiving Party by the Disclosing Party or created by the Receiving Party for the Disclosing Party, including any copies, representations or reproductions of the same.
For further clarity, Confidential Information shall include Subscriber data, which shall be the exclusive and confidential property of Subscriber. Intelliwave will take reasonable precautions to prevent the loss of or alteration of all Subscriber data
ARTICLE 6
INTELLECTUAL PROPERTY
All computer programs (other than pre-packaged third-party software), tutorials and related documentation made available, whether directly or indirectly by Intelliwave to Subscriber as part of the Services (the “Intelliwave Products”) are the exclusive property of Intelliwave and/or its licensors. All rights, title and interest in or to any copyright, trademark, service mark, trade secret and other proprietary right relating to Intelliwave Products and the related logos, product names, etc. are reserved. A personal, non-exclusive, non-transferable right and license is being granted to Subscriber to use solely for Subscriber’s own business usage. Subscriber shall not have any interest in Intelliwave Products, except for the license granted to Subscriber under this Agreement or any other agreements between Subscriber and Intelliwave. Subscriber shall not make any alteration, change or modification to any of Intelliwave Products. Subscriber may not recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from Intelliwave Products.
ARTICLE 7
INTELLECTUAL PROPERTY INDEMNIFICATION
a) Indemnification by Intelliwave. Intelliwave shall defend any claim brought against Subscriber by a third-party to the extent such claim alleges that Subscriber’s use of the SiteSense System (as authorized in this Agreement, and as provided by Intelliwave to Subscriber) (1) infringes any valid and enforceable third-party patent, copyright, or registered trademark, or (2) misappropriates a third-party trade secret (a “Claim”). If a third party makes a Claim against Subscriber, Intelliwave shall pay all damages (including reasonable attorneys’ fees) finally awarded against Subscriber by a court of competent jurisdiction, or the settlement agreed to by Intelliwave with respect to such Claim.
b) If any Claim is brought or threatened, or if Intelliwave reasonably believes that the SiteSense System may become the subject of a Claim, Intelliwave may, at its sole option and expense (1) procure for Subscriber the right to continue to use the applicable SiteSense System; (2) modify the SiteSense System to make it non-infringing; (3) replace the affected aspect of the SiteSense System with non-infringing technology having substantially similar capabilities; or (4) if Intelliwave determines none of the foregoing is commercially practicable, terminate this Agreement upon thirty (30) days’ notice and refund Subscriber any pre-paid fees related to the applicable SiteSense System prorated for the remainder of the Subscription Term.
c) Intelliwave’s defense and indemnity obligations do not apply to, and Intelliwave will have no liability with respect to, any Claim arising in whole or part due to (1) any modification of the SiteSense System made by anyone other than Intelliwave, (2) any use of the SiteSense System in combination with software, products, or services not provided by Intelliwave, (3) any Third-Party Applications; (4) Services under an Order Form for which there is no charge; (5) Subscriber’s use of the SiteSense System not in compliance with this Agreement; or (6) Subscriber’s failure to use any Update provided by Intelliwave. “Updates” means all updates, enhancements, and other modifications that Intelliwave makes generally available, at no additional charge, to its customers of the SiteSense System identified in an Order Form.
d) This indemnity states Intelliwave’s entire liability, and Subscriber’s exclusive remedy, for any Claims as described in Article 7.
e) Indemnification by Subscriber. Subscriber shall defend any claim or regulatory action brought against Intelliwave by a third party to the extent such claim relates to the Data (if used by Intelliwave in accordance with this Agreement). If a third party makes such a claim against Intelliwave, Subscriber shall pay all damages (including reasonable attorneys’ fees) finally awarded against Intelliwave or the settlement agreed to by Subscriber with respect to such claim. This indemnity states Subscriber’s entire liability, and Intelliwave’s exclusive remedy, for any third-party claims as described in this Article 7(e).
f) Procedure. The defense and indemnity obligations above are conditioned upon the indemnified party providing the indemnifying party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying party in connection with the defense or settlement of the indemnifiable claim. The indemnifying party shall not agree to a settlement that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. The indemnified party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying party.
ARTICLE 8
INJUNCTIVE RELIEF
Intelliwave and the Subscriber agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of such covenants or obligations may cause the other party irreparable injury for which adequate remedy at law will not be available; and, therefore, that upon any such breach of any such covenant or obligation, or any threat thereof, the other party shall be entitled to the immediate remedy of a temporary restraining order, preliminary injunction or such other form of injunctive or equitable relief in addition to whatever remedies it might have at law.
ARTICLE 9
LIMITATION OF LIABILITY
Each of Subscriber and Intelliwave acknowledges that the fees for the services reflect the allocation of risk set forth in this Agreement.
Intelliwave shall be fully responsible for all direct and actual damages to Subscriber resulting from the criminal or fraudulent actions, or intentional misconduct of Intelliwave and its employees, provided that other than the aforementioned, Intelliwave’s maximum aggregate liability hereunder for claims of any type or character made by Subscriber or any third party arising from or related to the Services will be limited to the maximum of the total amount paid by the Subscriber to Intelliwave in the previous 12 months.
Neither Intelliwave nor Subscriber will be responsible for special, indirect, incidental, consequential or other similar damages (including lost profits) that the other party may incur or experience in connection with this Agreement or the Services, however caused and under whatever theory of liability, even if such party has been advised of the possibility of such damages.
ARTICLE 10
ASSIGNMENT
Each party shall not assign this Agreement, in whole or part, or any right or interest herein, without the other party’s prior written consent, not to be unreasonably withheld, and any purported assignment will be void. However, either party may assign this Agreement without consent to an Affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Assignment will not relieve Subscriber of its obligation to pay fees incurred before the assignment.
This Agreement is effective as of the Effective Date and shall continue in effect until terminated in accordance with Article 12 or Article 13 of this Agreement.
“Subscription Term” means the entire period during which Subscriber is entitled to use the SiteSense System and Services, including the initial term and any applicable renewal terms.
ARTICLE 12
TERMINATION FOR BREACH
Either party may terminate this Agreement or any Order Form upon notice if the other party is in material breach of this Agreement, where such material breach is not cured (to the extent capable of being cured) within thirty (30) days after receiving notice of breach from the non-breaching party, or with immediate effect where such material breach cannot be cured. This Agreement may be terminated by either party with immediate effect if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within forty-five (45) days.
If Subscriber terminates this Agreement due to Intelliwave’s material breach, Intelliwave shall refund Subscriber the prorated portion of pre-paid fees for unused Services. If Intelliwave terminates this Agreement due to Subscriber’s material breach, Subscriber shall pay any unpaid fees. Termination will not relieve Subscriber of its obligation to pay any fees for the period prior to the effective date of termination.
ARTICLE 13
NON-PAYMENT SUSPENSION
Intelliwave may suspend provision of the Services in the event the Subscriber is in breach of its payment obligations pursuant to this Agreement and has failed to remedy such breach 5 business days after receiving notice of such breach.
ARTICLE 14
NO AUTHORITY TO BIND THE SUBSCRIBER
Neither party has authority to enter into contracts or agreements on behalf of the other party. This Agreement does not create a partnership between the parties.
ARTICLE 15
WARRANTY
a) Intelliwave warrants that: (i) the Services and SiteSense System shall comply with all applicable descriptions or specifications contained in this Agreement and any Order Form, and with all other documentation provided or published by Intelliwave concerning SiteSense System, the Services; (ii) Intelliwave has the full right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (iii) at the time of delivery, Intelliwave will use commercially reasonable efforts to help ensure the Services, SiteSense System, do not contain any viruses or disabling code and (iv) Intelliwave will perform all Services in a professional and workmanlike manner in accordance with industry standards and practices reasonably applicable to performance of the Services.
b) In the event of a breach of the warranty in this Article 15, Subscriber shall correct the error or deficiency through Intelliwave’s provision of support services as set forth in the applicable Order Form. If Intelliwave is unable to correct any error or deficiency in a reasonable amount of time, then Subscriber may terminate the applicable Order Form.
c) Except as expressly stated in this Agreement and any Order Form, including without limitation Article 15 and Schedules “B”, there are no warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose, with respect to the Services.
ARTICLE 16
NON WAIVER
The failure of either party to this Agreement to exercise any of its rights under this Agreement at any time does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach.
ARTICLE 17
ENTIRE AGREEMENT
This Agreement, including the Schedules hereto, is the entire Agreement between the parties and it may not be changed or modified orally. This Agreement may be supplanted, amended, modified or revised only in writing, duly executed by each of the parties.
ARTICLE 18
NOTICES
Where the Subscriber or Intelliwave is required to give notice to the other under this Agreement, such notice shall be in writing, and shall be delivered to the other party by fax, by registered mail or by national courier (such as FedEx, Purolator or UPS).
ARTICLE 19
INTERPRETATION
Headings in this Agreement are included for convenience and are not to be construed as forming part of this Agreement. In this Agreement, the word “it” may be used to refer to an individual and when so used, includes all genders.
ARTICLE 20
SEVERABILITY
If any clause of this Agreement shall be held to be unenforceable, that clause shall be severed from the Agreement and the remaining clauses shall remain in full force and effect.
ARTICLE 21
LAW
This Agreement shall be governed and construed in accordance with the laws of the Province of Alberta and the laws of Canada in force therein.
ARTICLE 22
FORUM
Any legal action or proceeding commenced by either party arising out of this Agreement will be brought in court of competent jurisdiction in the Province of Alberta provided that either party may move to enforce the other party’s obligations under Article 5 (Confidential Information) and Article 6 (Intellectual Property) in any jurisdiction in which a breach is alleged to occur. Each party shall submit to and accept the exclusive jurisdiction of such court for the purpose of such suit, legal action or proceeding.
ARTICLE 23
INDEPENDENT LEGAL ADVICE
Each party acknowledges that it has had the opportunity to obtain independent legal advice, and further acknowledges that it has read, understands, and agrees to be bound by all of the terms and conditions contained herein.
SCHEDULE “A”
SITESENSE SYSTEM
| Subscription Services | Features & Description | Subscriptions Included in Agreement |
| SiteSense Materials and Inventory | Order, Ship, Receive, UOS&D, Store, Transfer, Adjust, Request, Pick, Issue and Return Transactions. Maintain and track location of materials within storage locations. Preservation and Maintenance tasks, log, and schedule. Full logging and auditing by item and user. Dashboards and real-time reports. 1D/2D Barcode printing and scanning. | Refer to the Order Form |
| SiteSense Track and Trace | Workflow, progress, and milestone tracking. Assign Tag, GeoStamp, Locate and sensor area scan. Geofencing and mapping. Ready for certified RFID, GPS and other IOT devices for data collection into SiteSense. | Refer to the Order Form |
| SiteSense Tools and Equipment | Check in/out tools, equipment and company assets to workers or resources. Maintenance and inspection routines and schedules. Logging of equipment usage. Ready for certified sensors/IOT data collection into SiteSense. | Refer to the Order Form |
| SiteSense Materials and Equipment Planning | Review Material and Equipment constraints for Material Needs (BOMs, MTOs, Drawings, Work Packages etc.). Forecasting and availability of key construction resources to allow for proactive decision making based on timely and accurate information. Applying soft and hard allocation to allocate material based on different methods of supplying the required materials and equipment. | Refer to the Order Form |
| User Type | |
| Project Administrator | Full roles and permissions with access to the Administration Tools including all Transactional and Read-Only License Permissions |
| Transactional | Assignable roles and permissions with the ability to edit/modify/post/upload/update/comment and all Read-Only License permissions |
| Read-Only | Assignable roles and permissions with ability to view/download |
| Professional Services Definitions | ||
| Customization | Subscriber required changes and additions that are not standard features, e.g. Subscriber specific downloadable reports | |
| Deployment and Training | The Professional Services Hours will include the following:
A specific amount of time purchased for the Professional Services team at Intelliwave to assist with your implementation. |
|
SCHEDULE “B”
PRICE, PAYMENT, AND DATES
Billing, invoice, and accounts receivable contact: ar@intelliwavetechnologies.com
Subscriber to submit new orders to orders@intelliwavetechnologies.com
The “Order Form” means an Intelliwave document that contains pricing, quantities, items, Service Durations, Subscribed Products, and any other information pertaining to an Order Form.
PAYMENT TERMS
- Subscriber Purchase Orders must reference this Agreement Number as the primary terms and conditions. Payment terms are immediate from the Invoice Date in United States Dollars (USD). Pre-Paid amounts for software licenses, hardware or professional services are not refundable. Applicable sales tax will be added to invoices.
- The above prices do not include (i) any sales, use or VAT taxes; or (ii) any third-party hardware or software, to the extent applicable.
- The Subscriber hereby acknowledges and agrees that the Professional Services form a Purchase Order must be utilized within the first twelve (12) months of the Order Form Start Date or during the Order Form Term, whichever is less.
- Order Forms are non-cancellable and must be paid in full at time of invoice. No returns, credits, or refunds. Hardware warranty terms are based on manufacture’s warranty terms. Original Equipment Manufactures should be contacted directly for resolution of issue related warranty items.
- If Subscriber elects to use Article 12 “Termination for Breach”, all current and future Software Subscription Services defined in Schedule “B”, not yet invoiced, will be invoiced immediately to be paid in full.
- Subscriber On-Site Professional Services require an 8-hour minimum per day, plus travel time up to 8 hours for Subscriber locations in North America. Travel expenses invoiced at cost, as applicable. Business Class Fare required for all Flight Segments over 6 hours.
- Subscriber agrees to provide or participate in, at minimum one of the following: press release, user testimonial, case study, or participate in at least one conference appearance annually, upon reasonable request by Intelliwave. These contributions will serve to mutually promote and enhance the reputation of both parties. The Subscriber understands that these materials may be used for promotional purposes by Intelliwave, with appropriate attribution, and consents to their use for such purposes. The specifics of each testimonial, case study, and conference appearance will be mutually agreed upon by both parties in advance.