END-USER LICENSE AGREEMENT (EULA) for NICE Software and Solutions

Transcription

1 END-USER LICENSE AGREEMENT (EULA) for NICE Software and Solutions Version 5.1 (for US Licensees) ( NICE ), a company having its principal place of business at 410 Terry Avenue North, Seattle, Washington , hereby grants to the licensee named in the applicable order form(s) (the Licensee ) the license set out below to use the software products accompanying this agreement (the EULA or the Agreement ), on the following terms and conditions. 1. LICENSE a) Evaluation License - Subject to the terms and conditions set out below herein, NICE grants to Licensee a limited, non-exclusive, non-transferable, revocable, nonsublicensable license to use the software identified in the applicable order form(s) (the Software ) for evaluation purposes only. Unless Licensee enters into a perpetual or time-based license, Licensee's ability to use the Software for evaluation purposes will terminate at the end of the evaluation period that is set, by default, to 3 (three) calendar months starting from the date specified by the parties in the applicable order form(s) or otherwise agreed between them or the date of installation of the license key, whichever is the earliest. Subject to additional agreement this evaluation period can be extended by NICE at its discretion in writing (which may be via ). At the end of the evaluation period, the Licensee will return all the licenses and all the documentation related to the same (the Documentation ) and will uninstall the Software. b) License Grant - Subject to the terms and conditions set out herein, NICE grants to Licensee for the term specified in the applicable order form(s) a royalty free, nontransferable, revocable, non-sublicensable license to use the Software for Licensee's internal business purposes only and only by the licensed number of users accessing the Software and/or for the number of contemporary opened sessions, and/or for the number of processing cores or nodes, as specified in the applicable order form(s). Copies of the Software are permitted only for back-up purposes and shall be marked by Licensee as a back-up copy. Licensee shall not make copies of the Documentation unless authorized by NICE. Licensee agrees to use the Software to process only Licensee's data, or data lawfully obtained from third parties with direct business relationship with Licensee, Licensee may allow a third-party contractor to access and use the Software solely for the benefit of Licensee for implementation of Licensee s projects or to assist resolving problems with the Software or to provide services to Licensee as an application service provider or data service provider or consultant, and such use of the Software will be subject to the same terms and conditions provided hereunder; Licensee is responsible for such use and any breach of these terms and conditions by such parties. Except as provided in this Agreement, Licensee shall not permit any other person or entity to access and use the Software.

2 c) Beta Participation Licensee may download, access and use certain features, technologies, software and services made available to Licensee by NICE that are not yet generally available, including, but not limited to, any software, products, services, or features labeled beta, preview, prerelease, or experimental (each, a Beta ). In the event there is a conflict between the terms of this Section 1(c) and an existing Beta Test Participation Agreement between Licensee and NICE or its affiliates, the terms of the existing Beta Test Participation Agreement will take precedence. i) During the term of the applicable Beta (as specified by NICE), NICE grants to Licensee a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to use the Beta solely for internal evaluation purposes; and install, copy, and use any related NICE content that may be provided to Licensee by NICE in connection with the Beta ( Beta Materials ) solely as necessary to access and use the Beta in the manner permitted by this Section. Licensee agrees not to allow access to or use of any Beta or Beta Materials by any third party other than Licensee s employees and contractors who have a need to use or access the Beta or Beta Materials in connection with Licensee s internal evaluation activities, and have executed written non-disclosure agreements obligating them to protect the confidentiality of non-public information regarding the Beta and Beta Materials. ii) Licensee must comply with all policies and guidelines related to any Beta as posted on the NICE Site or otherwise made available to Licensee. NICE may add or modify restrictions, including usage limits, related to access to or use of any Beta or Beta Materials at any time. If requested by NICE, Licensee will promptly increase or decrease your usage of the applicable Beta or Beta Materials to the levels that NICE may specify. Service Level Agreements do not apply to Beta. iii) NICE may suspend or terminate Licensee s access to or use of any Beta at any time and for any reason. NICE may at any time cease providing any or all of any Beta in its sole discretion and without notice. Beta also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance. NICE will use reasonable efforts to notify Licensee in advance of scheduled maintenance, but NICE is unable to provide advance notice of unscheduled or emergency maintenance. iv) In consideration of being allowed to access and use a Beta, Licensee agrees to provide NICE with information relating to Licensee s access, use, testing, or evaluation of the Beta or any related Beta Materials, including observations or information regarding the performance, features and functionality of the Beta or any related Beta Materials as applicable, when and in the form reasonably requested by NICE ( Test Observations ). NICE will own and may use and evaluate all Test Observations for its own purposes. Licensee will not use any Test Observations except for Licensee s internal evaluation purposes of the Beta. v) Each individual Beta will automatically terminate upon the release of a generally available version of the applicable Beta or upon notice of termination by NICE. Notwithstanding any agreement to the contrary, either Licensee or NICE may terminate Licensee participation in a Beta at any time for any reason upon notice to the other party. Notwithstanding any agreement to the contrary, after the conclusion of Licensee s participation in a Beta for any reason, (1) Licensee will not have any further right to access or use the applicable Beta and Beta Materials; (2) Licensee Content used in the applicable Beta may be deleted or inaccessible; and (3) Licensee will immediately return or, if instructed by NICE, destroy all Beta Materials or any other NICE Confidential Information related to the

3 applicable Beta or Beta Materials. If NICE releases a generally available version of a Beta, Licensee access to and use of the generally available version will be subject to the Evaluation License and License Grant herein. NICE does not guarantee that any Beta will ever be made generally available, or that any generally available version will contain the same or similar functionality as the version made available by NICE during the term of the Beta. vi) Beta Materials, Test Observations, Suggestions concerning a Beta or any other information about or involving (including the existence of) any Beta are considered NICE Confidential Information. Licensee will not disclose (including, but not limited to, in a press release or public statement) any Beta Materials, Test Observations, Suggestions concerning a Beta, or any other information about or involving (including the existence of) any Beta, except as agreed by NICE in writing. vii) ADDITIONAL WARRANTY DISCLAIMERS. WITHOUT LIMITING ANY DISCLAIMERS HEREIN, THE BETA AND BETA MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, NICE IS PROVIDING THE BETA AND BETA MATERIALS TO LICENSEE AS IS. NICE AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE BETA AND BETA MATERIALS, INCLUDING ANY WARRANTY THAT THE BETA AND BETA MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING LICENSEE S CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, AWS AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. AWS AND ITS AFFILIATES AND LICENSORS AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT LICENSEE ACTUALLY PAYS NICE UNDER THIS AGREEMENT FOR THE BETA THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. viii) Because the Beta and Beta Materials involve features, technologies and services that are not yet generally available, Licensee acknowledges that any violation of this Section 1(c) could cause irreparable harm to NICE for which monetary damages may be difficult to ascertain or an inadequate remedy. Licensee therefore agrees that NICE will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Section 1(c). 2. RESTRICTIONS Without prejudice to the provisions set forth under Section 9 of this EULA, Licensee acknowledges and agrees that the Software (including the related Documentation) comprises the trade secrets and confidential and proprietary information of NICE. Licensee agrees to maintain the Software in confidence and not disclose it to any third party without NICE's prior written consent. Licensee shall not modify, adapt, translate, reverse engineer (except for what expressly permitted under applicable law), transform,

4 decompile or disassemble the Software. Moreover Licensee shall not rent, lease, loan, assign, act as a service bureau or provider of a time sharing service for, sub-license or resell the Software. 3. OWNERSHIP OF SOFTWARE The Software (including the related Documentation) is owned by NICE. The Licensee acknowledges and agrees that title to the Software, including the Documentation, and all the copies thereof, including all industrial and intellectual property rights (including the exclusive rights of economic exploitation), copyright, trade secrets and patent rights, remains with NICE. Licensee shall not alter, remove or modify the copyright notice or any other proprietary rights disclaimer and/or credits from the Software and/or Documentation. Licensee agrees to adopt adequate measures to prevent any unauthorized copying of the Software and/or Documentation. 4. AUDIT Licensee shall maintain accurate records as necessary to verify compliance with this Agreement. Upon request by NICE, no more than once every twelve months, Licensee shall furnish such records to NICE and certify its compliance with this Agreement. NICE or its independent third party accountant may examine and audit Licensee s books and records relating to this Agreement and Licensee s access, use, and deployment of the Software to the extent necessary to verify Licensee s compliance with this Agreement and any order form(s). Any audit will take place during normal business hours on at least 10 days prior written notice. If the auditor determines that Licensee misreported any figure or underpaid any amount, Licensee will remit to NICE a sum equal to the amount of any underpayment within 10 days after notification of the discrepancy. If the discrepancy exceeds the greater of (A) $1,000 U.S. dollars, or (B) 5% of the total amount purchased or reported by Licensee for the period audited, then Licensee will reimburse NICE for the reasonable, out-of-pocket cost of the audit. 5. WARRANTY a) NICE warrants that the Software for a period of sixty (60) days from the delivery of the Software to the Licensee (the "Warranty Period") operates substantially in compliance with the official Documentation included with the Software in electronic format, when used in accordance with NICE's written instructions. NICE's sole responsibility, and Licensee's exclusive remedy, in the event a problem in the Software is brought to NICE's attention by Licensee during the Warranty Period, is for NICE to use reasonable efforts to correct such problem, replace the Software or provide a full refund to Licensee, at NICE s discretion. NICE shall not be responsible or liable for any noncompliance with the foregoing warranty or limitations or defects of the Software, if they have been caused, in whole or in part, by unauthorized behaviour of Licensee, any use of the Software which is inconsistent with the Documentation, any accident, abuse, or misapplication, and/or if they arise from or are related to software or any other products which are not supplied by NICE. b) DISCLAIMER: EXCEPT AS SET OUT OTHERWISE HEREIN, AND WITHOUT PREJUDICE TO SUBSECTION A) ABOVE, LICENSEE ACKNOWLEDGES THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED TO LICENSEE ON AN "AS IS" BASIS AND NICE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND IN

5 PARTICULAR, NICE DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE DOES NOT INFRINGE ANY INTELLECTUAL PROPERTY, WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE ARE CORRECTABLE OR WILL BE CORRECTED. 6. LIMITATION OF LIABILITY LICENSEE AGREES THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NICE SHALL NOT BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING FROM OR RELATED TO ANY USE OF THE SOFTWARE NOT IN COMPLIANCE WITH THIS EULA AND THE DOCUMENTATION. NICE S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES OR LOSSES ARISING FROM OR RELATED TO THE USE OF THE SOFTWARE OR OTHERWISE ARISING FROM OR RELATED TO THIS AGREEMENT, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY) SHALL BE ABSOLUTELY LIMITED TO LICENSEE'S ACTUAL DIRECT, PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED THE GREATER OF THE LICENSE FEES PAID BY LICENSEE TO NICE OVER THE 12 MONTHS PRIOR TO THE CLAIM OR FIVE DOLLARS ($5 USD). TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA OR USE OF DATA, OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE ARISING OUT OF OR RELATED TO USE OF THE SOFTWARE OR THIS AGREEMENT, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. 7. TERMINATION Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement if the other party commits any material breach of any term of the EULA and fails to remedy that breach, provided such breach is remediable, within 30 (thirty) days of that party being notified in writing of the breach. Licensee acknowledges and accepts that no breach of the Agreement by NICE can be considered as material unless NICE is given notice and the opportunity to cure within a reasonable period of at least 30 (thirty) days. NICE may terminate this Agreement at any time and for any reason by giving the Licensee 30 days prior written notice. Moreover NICE has the right to immediately terminate the EULA, without advance notice, by notifying Licensee, if one of the following events occurs: (a) Licensee s breach of Section 1, 2, 3 or 9 of this Agreement; (b) Licensee s transfer or assignment to any third party without NICE s prior written express consent of the Software or of any medium incorporating the Software, including its copies; (c) without limiting the foregoing, and to the extent permitted by any applicable law, if Licensee becomes insolvent or any proceeding shall be commenced by or against the party under any bankruptcy, insolvency or similar laws. Following the termination of the EULA, Licensee shall (i) be no longer entitled to use the Software and/or the Documentation, (ii) remove immediately the Software from all personal computers and servers on which the Software is installed, and (iii) return to NICE, within 5 days from

6 the expiration or termination date, all copies of the Software and Documentation (or destroy such materials, as instructed by NICE) and will certify in writing to NICE that all copies or partial copies of the Software and Documentation have been returned to NICE or destroyed as appropriate. The above applies also in case of expiration of any license subject to this EULA. If NICE terminates this Agreement for convenience, a prorated refund of the prepaid funds will be credited back to Licensee within thirty (30) days of such termination. Neither party shall be liable to the other party for damages of any kind by reason of such termination. Upon termination of the Agreement, Licensee remains responsible for all fees and charges Licensee incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination. 8. GENERAL This Agreement represents the complete and exclusive agreement, along with NICE s order form(s) and related documents provided by NICE, between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings. Except as set forth in Section 14, any amendments to this Agreement shall be effective only if made in writing and expressly executed by both parties. NICE is entitled to assign the Agreement to any of its affiliates and parent companies without notice or consent. Licensee is not entitled to assign this Agreement without the prior written consent of NICE. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington (USA), without reference to rules governing choice of laws. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. You hereby irrevocably consent to and waive any objection to the exclusive jurisdiction and venue of the federal and state courts located in King County, Washington with respect to any claims, suits or proceedings arising out of our in connection with this Agreement or the Software. However, NICE may seek injunctive (or similar) remedies in any jurisdiction. In the event the foregoing terms and conditions conflict with any terms and conditions affixed to any purchase order or otherwise specified by Licensee, NICE's acceptance of Licensee's order and delivery of the Software is solely on the express understanding and condition that this Agreement s terms and conditions will be the only terms and conditions that will apply to such order and NICE hereby objects to any conflicting or additional terms and conditions. Specifically, each party acknowledges and agrees that neither party will be bound by, and each specifically objects to, any provision that is different from or in addition to this Agreement (whether proffered verbally or in any quotation, invoice, shipping document, online terms and conditions, acceptance, confirmation, correspondence, purchase order or otherwise), unless such provision is in an amendment made pursuant to the terms and conditions of this EULA. This Agreement becomes effective on the date of last signature below or, in its absence, installation of the Software ("Effective Date"). The failure by NICE to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor will it limit NICE s right to enforce such provision at a later time. All waivers by NICE must be in writing to be effective. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or

7 unenforceable portions will be interpreted to effectuate the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. All fees and charges payable by Licensee are exclusive of applicable taxes and duties, including VAT and applicable sales tax. Licensee will provide NICE any information NICE reasonably requests to determine whether NICE is obligated to collect VAT from Licensee, including Licensee s VAT identification number. If Licensee is legally entitled to an exemption from any sales, use, or similar transaction tax, Licensee is responsible for providing NICE with legallysufficient tax exemption certificates for each taxing jurisdiction. NICE will apply the tax exemption certificates to charges to Licensee occurring after the date NICE receives the tax exemption certificates. If any deduction or withholding is required by law, Licensee will notify NICE and will pay NICE any additional amounts necessary to ensure that the net amount that NICE receives, after any deduction and withholding, equals the amount NICE would have received if no deduction or withholding had been required. Additionally, Licensee will provide NICE with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. 9. CONFIDENTIALITY For the purposes of this Section 10, Confidential Information means all nonpublic information concerning the relationship between the parties disclosed by either party, its affiliates, or their agents (such parties, the Disclosing Party ) to the other party, its affiliates, or their agents (such parties, the Receiving Party ) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation, (i) nonpublic information relating to the Disclosing Party s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs, (ii) third-party information that the Disclosing Party is obligated to keep confidential, and (iii) the nature, content and existence of any relationship between the parties, discussions, or negotiations between the parties. Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement (provided, however, information that is rumored or reported does not become public based only on such rumors or reports), (ii) was known by the Receiving Party prior to its receipt from the Disclosing Party, (iii) is disclosed to the Receiving Party from any third party, except where the Receiving Party knows, or reasonably should know, that such disclosure constitutes a wrongful or torituous act, or (iv) is independently developed by the Receiving Party without use of any Disclosing Party Confidential Information. The Receiving Party shall treat the Disclosing Party s Confidential Information as confidential and shall take reasonable measures to prevent disclosure of the Disclosing Party s Confidential Information to anyone, except on a confidential basis to its employees and contract employees, agents, consultants, subcontractors or its parents, subsidiaries, affiliates or eligible recipients, and their employees and contract employees, who need to know in connection with this Agreement, and who are bound to preserve the confidentiality thereof. These measures shall include taking at least such steps to protect the Confidential Information as the Receiving Party takes to protect its own similar valuable confidential and proprietary information. Confidential Information will be used by both parties only to the extent necessary to provide services and perform obligation under this Agreement. In addition to the above, the Receiving Party and its

8 personnel shall use such Confidential Information only for the purpose for which it was disclosed and shall not otherwise use or exploit such Confidential Information for its own benefit or the benefit of another without the written consent of the Disclosing Party. All written, including electronic versions, of the Confidential Information, and any copies thereof, shall remain the property of the Disclosing Party and shall be returned to the Disclosing Party or deleted in accordance with written request of the Disclosing Party. However, electronic versions of the Confidential Information that have been automatically backed up with other data of the Receiving Party shall be kept confidential and deleted in the normal schedule of backups and deletions. Neither Party s Confidential Information provided under this Agreement shall be used by the Receiving Party after termination of this Agreement. 10. SUPPORT SERVICES Licensee shall have the option of subscribing to software support for any or all of the Software with cost and coverage as set forth in the applicable order form(s) (the Support Services, as described and regulated under the NICE Software Standard Support Services Agreement). In the event Support Services are terminated, Licensee shall still retain the right and license to continue using the Software in the latest version prior to termination of Support Services. All payments shall be due thirty days from receipt of a correct invoice if renewed. If Licensee terminates Support Services, it may be renewed later by payment of 70% of the current annual charge for each lapsed year (or part thereof pro rata), and Licensee will be entitled to receive the then current version or back-copies of all amendments and any other materials or documents that would otherwise have been issued. 11. MEDIA RELEASES There shall be no media releases, public announcements or public disclosure (including, but not limited to, promotional or marketing material) by the Licensee, or by its employees or agents, relating to this Agreement or any project carried out hereunder or that a contractual relationship exists with NICE, unless NICE has approved the release in writing prior to any release. Licensee has no right to publicly use or disclose NICE s or its Affiliates marks pursuant to this Agreement. 12. NOTICES Any notice required or permitted by this Agreement to be given to either party shall be effective upon receipt if given in writing and sent by facsimile or mailed by first class, certified mail, postage prepaid, to the addresses indicated in the applicable order form(s) or, with regard to NICE if no address is indicated, the address below. Receipt shall be presumed received 5 (five) business days after mailing by first class mail or presumed received the next day if sent by over-night courier. Certified mail shall be deemed received upon the earlier of actual receipt of such notice or when notice is given to the addressee of its delivery. In addition, notice via to each Party s primary contact with the other should also be given. Either party may designate a different address than that given below by notice to the other Party in accordance with this paragraph. A copy of any notice required or permitted by this Agreement should be sent to Amazon.com, Inc. Attn: General Counsel P.O. Box Seattle, WA Fax: (206) contracts-legal@amazon.com. 13. MODIFICATIONS TO THE AGREEMENT NICE may modify this Agreement at any time by posting a revised version on the NICE website (nice-software.com, and any successor or related site designated by NICE, hereinafter, the NICE Website ) or by sending a message to the address then associated with Licensee s account. Notices NICE provides by posting on the NICE

9 Website will be effective upon posting and notices NICE provides by will be effective when NICE sends the . It is Licensee s responsibility to keep its address current. Licensee will be deemed to have received any sent to the address then associated with its account when NICE sends the , whether or not Licensee actually receives the . By continuing to use the Software after the effective date of any modifications to this Agreement, Licensee agrees to be bound by the modified terms. It is Licensee s responsibility to check the NICE Website regularly for modifications to this Agreement. Licensee understands that the Software (including the related Documentation), technology or related information that Licensee and its employees or contractors may have access to may be subject to export control laws and regulations (the Export Controlled Materials ). Licensee will not, without prior written approval from NICE, allow any of its employees or contractors to have access to or use of any Export Controlled Materials if such access or use would require an export license. 14. INTERNATIONAL TRADE Licensee represents and warrants that Licensee and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce s Entity List), the European Union or its member states, or other applicable government authority. Moreover, Licensee shall not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted the Software (including the related Documentation) and any related services provided by NICE to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.