Health Literacy Advisor

End User Licensing Agreement (EULA)

1. This End User Licensing Agreement ("EULA") constitutes a contract between "you," the individual (the end user), company, or organization using the Health Literacy Advisor ("the HLA" or "this software"), and Health Literacy Innovations, LLC, 7706 Oldchester Road, Bethesda, MD 20817 ("HLI"), the author and publisher of the HLA, which includes the HLA Desktop (add-in to Microsoft Word) and the HLA Online (web-based version).

2. The HLA is licensed, not sold. This Agreement only gives you certain rights to use this software. HLI reserves all other rights. Your license to The HLA is contingent upon your compliance with the obligations and requirements of this Agreement, and immediately terminates upon a breach of any of this Agreement's terms and conditions.

3. License terms and conditions for the HLA Desktop and HLA Online versions. HLA Desktop. Each user seat licensed from HLI grants a single, nonexclusive, non-transferable right to install and use the HLA Desktop on a single computer, for the exclusive use of one (1) specifically identified individual end user, for the time period indicated to you at the time of the license purchase or renewal ("license term"). A separate license must be purchased, and a separate license fee must be paid, for each individual who will use the HLA Desktop, and for each computer upon which the HLA Desktop will be installed. No license seat may be shared among multiple individuals, used concurrently by more than one person, or transferred to a different individual without the prior written consent of HLI, except as provided in Section 4 below. HLA Online. Each license to access and use HLA Online is specific to a single individual that you identify, and is not transferrable. No other individual other than the individual(s) identified and for whom you have purchased an HLA Online seat license shall access or use the HLA Online. No individual with a license to the HLA Online shall share that individual's username or password with any other person, or permit any other person to access or use HLA Online. No HLA Online license seat may be shared among multiple individuals, used concurrently by more than one person, or transferred to a different individual without the prior written consent of HLI. Transferring License. Although all licenses to The HLA are not transferable, under certain limited circumstances, at HLI's sole discretion, a license seat may be reassigned to a different individual because of, including but not limited to, termination of employment, illness, or death of the previously identified user. If you desire to reassign a license seat, you must submit a written reassignment request to HLI identifying the new individual user, and the new user's information must be registered with HLI in accordance with Section 6 before use of the reassigned seat may commence. No reassignment shall be effective unless you receive express, written permission of the same from HLI, and the reassigned users establishes access through the means identified in Section 6, below.

4. Term. The term of all HLI licenses to the HLA (Desktop or Online) shall be 365 days from the date of activation. This license is not transferable. However, under certain limited circumstances, at HLI's sole discretion, a license seat may be reassigned to a different individual because of, including but not limited to, termination of employment, illness, or death of the previously identified user. Any such reassignment requires prior written notice to HLI identifying the new individual user, and the new user's information must be registered with HLI in accordance with Section 6 before use of the reassigned seat may commence.

5. HLI has the right to escalate, annually, the HLA licensing fee of up to 8%.

6. License Key; Individual User Identification. HLI will provide you with a license key (the "License Key"), which may take the form of a single key applicable to all license seats purchased under this Agreement. The License Key may only be used to activate and install the HLA for those specific individual users that you have identified to HLI in writing prior to installation. For each individual user seat, you must provide HLI with the end user's full name and email address before that individual activates or uses the HLA. The License Key may not be used to install or activate the HLA for any individual not identified to HLI in accordance with this Section and for which a separate license fee is paid, and may not be distributed, shared, posted, or otherwise disclosed to any person for any purpose other than the licensed installation described herein. Use of the License Key to install or activate the HLA for any unregistered or unidentified individual constitutes a material breach of this Agreement.

7. Your license to the HLA is solely for your use for the purposes of evaluating and revising documents owned and used by your corporation. Commercial uses not allowed under this Agreement and that are not licensed include, but are not limited to, using the HLA to evaluate and revise documents owned by others for a fee or as part of a contract or consulting arrangement, or using this software to craft documents that you offer for sale or license to others.

8. This software is protected by the copyright laws of the U.S. and other countries, and HLI retains all intellectual property rights in this software. You may not circumvent or reverse engineer any password or any other protection scheme used by HLI to protect the source code or data for this software. You may not separately publish, sell, market, make access to the HLA available to others in connection with a service bureau, application service provider, or similar business, distribute, lend, lease, rent, or sublicense any portion of the source code or data or words generated from this software. However, this Agreement is not to be construed as prohibiting or limiting any fair use sanctioned by copyright law.

9. HLI warrants that this software will provide the features and functionality described in the product specification on our website HealthLiteracyInnovations.com at the time that you licensed it, and as described in the included product documentation, for the license term. Media on which this software is furnished, if any, will be free from defects in materials and workmanship.

10. HLI does not warrant the HLA or your ability to use it will be uninterrupted or error-free. To the extent permitted by applicable law, HLI disclaims all implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose.

11. Limitation of Liability and Exclusive Remedy. Your exclusive remedy under this limited warranty shall be correction of defective software or at HLI's sole option, a refund of the license fees paid for the affected license term. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HLI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (C) LOSS OF OR DAMAGE TO DATA; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (E) BUSINESS INTERRUPTION; OR (F) ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF HLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL HLI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE HLA, OR YOUR USE THEREOF, UNDER ANY THEORY OF LIABILITY, EXCEED THE TOTAL LICENSE FEES ACTUALLY PAID BY YOU TO HLI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

12. HLI has taken all reasonable steps to keep this software free of viruses, spyware, adware, malware, or any other harmful code. HLI will not track or collect any information about you, your data or documents, or your use of this software except as you specifically authorize. Other than limitations inherent in any trial or evaluation mode of this software, HLI will not intentionally deprive you of your ability to use any features of this software during the license term.

13. HLI will not contact any third party for any reason without express confirmation from you. It will not download or install patches for any reason without express action by or confirmation from you. It will not download or install any third-party software for any reason without express action by or confirmation from you.

14. This software includes content relating to general principles of medical conditions and health and medical care. This content should not be construed as specific instructions for individual patients nor their care. Application of this information in a particular situation remains the professional responsibility of a licensed practitioner of medicine.

15. This software offers suggested replacements for certain words and phrases. Choosing an offered replacement is completely voluntary on your part. It is your exclusive responsibility to ensure that any such changes that you choose are appropriate regarding your intended meaning.

16. By accepting this Agreement, you agree to indemnify and otherwise hold harmless HLI, its officers, employees, agents, subsidiaries, affiliates, suppliers, and other partners from any direct, indirect, incidental, special, consequential, or exemplary damages arising out of, or relating to, or resulting from your use of this software or any other matter relating to this software.

17. Unless you notify HLI otherwise, HLI maintains the right to identify your company by name as a customer and to issue a press release that discloses that your company has licensed this software. This right does not apply to your trial or evaluation use of this software.

18. You agree that you will not, without the prior written permission of HLI: (a) Use in advertising, publicity, packaging, labeling, or otherwise any trade name, trademark, trade device, or service mark of HLI; (b) Make public reference to your use of health literacy software or an interactive health literacy software tool without referencing this software specifically by name, with the prior written permission of HLI; or (c) Represent, directly or indirectly, that any product or service of yours is a product or service of HLI.

19. If any part of this Agreement is found to be invalid or unenforceable, the remaining parts will remain in effect. This Agreement does not prejudice the statutory rights of any party dealing as a consumer.

20. This Agreement, together with any order forms or addenda expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether oral or written, relating to such subject matter. Any modification, amendment, or waiver of any provision of this Agreement must be made in writing and signed by authorized representatives of both parties. Nothing in this Agreement shall be construed to limit or supersede any additional express warranties separately provided by HLI to you in writing.

21. The interpretation and enforcement of this Agreement shall be governed by the statutory and common law of the State of Maryland, United States, without regard to its conflict of law provisions, and any dispute arising from or related to this Agreement shall be brought and heard by a court of competent jurisdiction located in the state of Maryland.

22. Termination. This Agreement and the licenses granted hereunder terminate immediately, and without the requirement that HLI serve or provide any notice of termination to you, if: (a) you fail to pay any license fee when due; (b) you materially breach any term of this Agreement, including but not limited to the per-seat licensing requirements of Section 3 or the License Key restrictions of Section 6, and fail to cure such breach within thirty (30) days after written notice; (c) you become insolvent or make a general assignment for the benefit of creditors; or (d) you cease to do business in the ordinary course. You may terminate this Agreement at any time by destroying all copies of the HLA, deactivating the License Key, and providing written notice to HLI. Termination does not entitle you to any refund of fees paid.

23. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all licenses granted hereunder shall immediately and automatically terminate; (b) you shall promptly uninstall and destroy all copies of the HLA and all related materials in your possession or control; (c) you shall promptly deactivate and, at HLI's request, return or certifiably destroy the License Key; and (d) upon HLI's request, you shall provide HLI with written certification signed by an authorized officer confirming that all copies of the HLA have been uninstalled and destroyed. Sections 8, 10, 11, 16, 19, 21, 22, 27, and 28 shall survive the expiration or termination of this Agreement.

24. Audit Rights. During the license term and for two (2) years thereafter, HLI shall have the right, upon at least five (5) business days' prior written notice and during normal business hours, to audit your records, systems, and deployment logs to verify your compliance with the per-seat licensing requirements of Section 3 and the License Key provisions of Section 6. Audits shall be conducted no more than once per calendar year absent reasonable cause to believe a breach has occurred. If any audit reveals that you have deployed or activated the HLA for more individual users than you have licensed, you shall promptly purchase the required additional license seats at HLI's then-current license fee rates, retroactive to the date of first unlicensed use, plus an additional $2,500 per unauthorized license use, and all reasonable costs of the audit, including any fees that HLI incurred for accountants, attorneys, or other experts in connection with such audit.

25. Updates and Upgrades. HLI may, in its sole discretion, provide updates, patches, or bug fixes to the HLA during the license term ("Updates"). Any Updates provided by HLI shall be deemed part of the HLA and subject to all terms of this Agreement. Unless separately purchased, major version upgrades to the HLA are not included in the license fee and may require additional fees. HLI has no obligation to provide Updates, to maintain backward compatibility, or to maintain compatibility with any particular version of Microsoft Word or any other third-party software or platform.27. Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or remedy. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision.

26. Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or remedy. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision.

27. Feedback. If you or any of your licensed users provide HLI with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the HLA or any HLI products or services ("Feedback"), you hereby grant HLI a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, disclose, and otherwise exploit such Feedback for any purpose without restriction, and without any obligation of confidentiality, attribution, or compensation to you or any individual user.

Health Literacy Advisor

End User Licensing Agreement (EULA)

1. This End User Licensing Agreement ("EULA") constitutes a contract between "you," the individual (the end user), company, or organization using the Health Literacy Advisor ("the HLA" or "this software"), and Health Literacy Innovations, LLC, 7706 Oldchester Road, Bethesda, MD 20817 ("HLI"), the author and publisher of the HLA, which includes the HLA Desktop (add-in to Microsoft Word) and the HLA Online (web-based version).

2. The HLA is licensed, not sold. This Agreement only gives you certain rights to use this software. HLI reserves all other rights. Your license to The HLA is contingent upon your compliance with the obligations and requirements of this Agreement, and immediately terminates upon a breach of any of this Agreement's terms and conditions.

3. License terms and conditions for the HLA Desktop and HLA Online versions. HLA Desktop. Each user seat licensed from HLI grants a single, nonexclusive, non-transferable right to install and use the HLA Desktop on a single computer, for the exclusive use of one (1) specifically identified individual end user, for the time period indicated to you at the time of the license purchase or renewal ("license term"). A separate license must be purchased, and a separate license fee must be paid, for each individual who will use the HLA Desktop, and for each computer upon which the HLA Desktop will be installed. No license seat may be shared among multiple individuals, used concurrently by more than one person, or transferred to a different individual without the prior written consent of HLI, except as provided in Section 4 below. HLA Online. Each license to access and use HLA Online is specific to a single individual that you identify, and is not transferrable. No other individual other than the individual(s) identified and for whom you have purchased an HLA Online seat license shall access or use the HLA Online. No individual with a license to the HLA Online shall share that individual's username or password with any other person, or permit any other person to access or use HLA Online. No HLA Online license seat may be shared among multiple individuals, used concurrently by more than one person, or transferred to a different individual without the prior written consent of HLI. Transferring License. Although all licenses to The HLA are not transferable, under certain limited circumstances, at HLI's sole discretion, a license seat may be reassigned to a different individual because of, including but not limited to, termination of employment, illness, or death of the previously identified user. If you desire to reassign a license seat, you must submit a written reassignment request to HLI identifying the new individual user, and the new user's information must be registered with HLI in accordance with Section 6 before use of the reassigned seat may commence. No reassignment shall be effective unless you receive express, written permission of the same from HLI, and the reassigned users establishes access through the means identified in Section 6, below.

4. Term. The term of all HLI licenses to the HLA (Desktop or Online) shall be 365 days from the date of activation. This license is not transferable. However, under certain limited circumstances, at HLI's sole discretion, a license seat may be reassigned to a different individual because of, including but not limited to, termination of employment, illness, or death of the previously identified user. Any such reassignment requires prior written notice to HLI identifying the new individual user, and the new user's information must be registered with HLI in accordance with Section 6 before use of the reassigned seat may commence.

5. HLI has the right to escalate, annually, the HLA licensing fee of up to 8%.

6. License Key; Individual User Identification. HLI will provide you with a license key (the "License Key"), which may take the form of a single key applicable to all license seats purchased under this Agreement. The License Key may only be used to activate and install the HLA for those specific individual users that you have identified to HLI in writing prior to installation. For each individual user seat, you must provide HLI with the end user's full name and email address before that individual activates or uses the HLA. The License Key may not be used to install or activate the HLA for any individual not identified to HLI in accordance with this Section and for which a separate license fee is paid, and may not be distributed, shared, posted, or otherwise disclosed to any person for any purpose other than the licensed installation described herein. Use of the License Key to install or activate the HLA for any unregistered or unidentified individual constitutes a material breach of this Agreement.

7. Your license to the HLA is solely for your use for the purposes of evaluating and revising documents owned and used by your corporation. Commercial uses not allowed under this Agreement and that are not licensed include, but are not limited to, using the HLA to evaluate and revise documents owned by others for a fee or as part of a contract or consulting arrangement, or using this software to craft documents that you offer for sale or license to others.

8. This software is protected by the copyright laws of the U.S. and other countries, and HLI retains all intellectual property rights in this software. You may not circumvent or reverse engineer any password or any other protection scheme used by HLI to protect the source code or data for this software. You may not separately publish, sell, market, make access to the HLA available to others in connection with a service bureau, application service provider, or similar business, distribute, lend, lease, rent, or sublicense any portion of the source code or data or words generated from this software. However, this Agreement is not to be construed as prohibiting or limiting any fair use sanctioned by copyright law.

9. HLI warrants that this software will provide the features and functionality described in the product specification on our website HealthLiteracyInnovations.com at the time that you licensed it, and as described in the included product documentation, for the license term. Media on which this software is furnished, if any, will be free from defects in materials and workmanship.

10. HLI does not warrant the HLA or your ability to use it will be uninterrupted or error-free. To the extent permitted by applicable law, HLI disclaims all implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose.

11. Limitation of Liability and Exclusive Remedy. Your exclusive remedy under this limited warranty shall be correction of defective software or at HLI's sole option, a refund of the license fees paid for the affected license term. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HLI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (C) LOSS OF OR DAMAGE TO DATA; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (E) BUSINESS INTERRUPTION; OR (F) ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF HLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL HLI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE HLA, OR YOUR USE THEREOF, UNDER ANY THEORY OF LIABILITY, EXCEED THE TOTAL LICENSE FEES ACTUALLY PAID BY YOU TO HLI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

12. HLI has taken all reasonable steps to keep this software free of viruses, spyware, adware, malware, or any other harmful code. HLI will not track or collect any information about you, your data or documents, or your use of this software except as you specifically authorize. Other than limitations inherent in any trial or evaluation mode of this software, HLI will not intentionally deprive you of your ability to use any features of this software during the license term.

13. HLI will not contact any third party for any reason without express confirmation from you. It will not download or install patches for any reason without express action by or confirmation from you. It will not download or install any third-party software for any reason without express action by or confirmation from you.

14. This software includes content relating to general principles of medical conditions and health and medical care. This content should not be construed as specific instructions for individual patients nor their care. Application of this information in a particular situation remains the professional responsibility of a licensed practitioner of medicine.

15. This software offers suggested replacements for certain words and phrases. Choosing an offered replacement is completely voluntary on your part. It is your exclusive responsibility to ensure that any such changes that you choose are appropriate regarding your intended meaning.

16. By accepting this Agreement, you agree to indemnify and otherwise hold harmless HLI, its officers, employees, agents, subsidiaries, affiliates, suppliers, and other partners from any direct, indirect, incidental, special, consequential, or exemplary damages arising out of, or relating to, or resulting from your use of this software or any other matter relating to this software.

17. Unless you notify HLI otherwise, HLI maintains the right to identify your company by name as a customer and to issue a press release that discloses that your company has licensed this software. This right does not apply to your trial or evaluation use of this software.

18. You agree that you will not, without the prior written permission of HLI: (a) Use in advertising, publicity, packaging, labeling, or otherwise any trade name, trademark, trade device, or service mark of HLI; (b) Make public reference to your use of health literacy software or an interactive health literacy software tool without referencing this software specifically by name, with the prior written permission of HLI; or (c) Represent, directly or indirectly, that any product or service of yours is a product or service of HLI.

19. If any part of this Agreement is found to be invalid or unenforceable, the remaining parts will remain in effect. This Agreement does not prejudice the statutory rights of any party dealing as a consumer.

20. This Agreement, together with any order forms or addenda expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, and agreements, whether oral or written, relating to such subject matter. Any modification, amendment, or waiver of any provision of this Agreement must be made in writing and signed by authorized representatives of both parties. Nothing in this Agreement shall be construed to limit or supersede any additional express warranties separately provided by HLI to you in writing.

21. The interpretation and enforcement of this Agreement shall be governed by the statutory and common law of the State of Maryland, United States, without regard to its conflict of law provisions, and any dispute arising from or related to this Agreement shall be brought and heard by a court of competent jurisdiction located in the state of Maryland.

22. Termination. This Agreement and the licenses granted hereunder terminate immediately, and without the requirement that HLI serve or provide any notice of termination to you, if: (a) you fail to pay any license fee when due; (b) you materially breach any term of this Agreement, including but not limited to the per-seat licensing requirements of Section 3 or the License Key restrictions of Section 6, and fail to cure such breach within thirty (30) days after written notice; (c) you become insolvent or make a general assignment for the benefit of creditors; or (d) you cease to do business in the ordinary course. You may terminate this Agreement at any time by destroying all copies of the HLA, deactivating the License Key, and providing written notice to HLI. Termination does not entitle you to any refund of fees paid.

23. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all licenses granted hereunder shall immediately and automatically terminate; (b) you shall promptly uninstall and destroy all copies of the HLA and all related materials in your possession or control; (c) you shall promptly deactivate and, at HLI's request, return or certifiably destroy the License Key; and (d) upon HLI's request, you shall provide HLI with written certification signed by an authorized officer confirming that all copies of the HLA have been uninstalled and destroyed. Sections 8, 10, 11, 16, 19, 21, 22, 27, and 28 shall survive the expiration or termination of this Agreement.

24. Audit Rights. During the license term and for two (2) years thereafter, HLI shall have the right, upon at least five (5) business days' prior written notice and during normal business hours, to audit your records, systems, and deployment logs to verify your compliance with the per-seat licensing requirements of Section 3 and the License Key provisions of Section 6. Audits shall be conducted no more than once per calendar year absent reasonable cause to believe a breach has occurred. If any audit reveals that you have deployed or activated the HLA for more individual users than you have licensed, you shall promptly purchase the required additional license seats at HLI's then-current license fee rates, retroactive to the date of first unlicensed use, plus an additional $2,500 per unauthorized license use, and all reasonable costs of the audit, including any fees that HLI incurred for accountants, attorneys, or other experts in connection with such audit.

25. Updates and Upgrades. HLI may, in its sole discretion, provide updates, patches, or bug fixes to the HLA during the license term ("Updates"). Any Updates provided by HLI shall be deemed part of the HLA and subject to all terms of this Agreement. Unless separately purchased, major version upgrades to the HLA are not included in the license fee and may require additional fees. HLI has no obligation to provide Updates, to maintain backward compatibility, or to maintain compatibility with any particular version of Microsoft Word or any other third-party software or platform.27. Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or remedy. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision.

26. Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or remedy. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision.

27. Feedback. If you or any of your licensed users provide HLI with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the HLA or any HLI products or services ("Feedback"), you hereby grant HLI a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, disclose, and otherwise exploit such Feedback for any purpose without restriction, and without any obligation of confidentiality, attribution, or compensation to you or any individual user.