Hosted Email Services | Reflexion Networks

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SOFTWARE RESELLER AGREEMENT

IMPORTANT: DO NOT CLICK ON THE ACCEPT BUTTON UNTIL YOU HAVE READ THIS AGREEMENT. BY CLICKING "ACCEPT" (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT (1) DO NOT CLICK ON THE ACCEPT BUTTON, AND (2) CONTACT YOUR SALES REPRESENTATIVE AT REFLEXION.

INTRODUCTION
Reflexion develops, produces, markets and licenses certain anti-spam and e-mail security Products and Services. Reseller markets, distributes and licenses the Products and Services of other companies and desires to market licenses for certain Reflexion Products and Services in accordance with the terms and conditions of this Agreement.

TERMS AND CONDITIONS
In consideration of the promises and mutual covenants set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:
1. DEFINITIONS
1.1. "Documentation" means any user manuals and other documentation (whether print or online) from time to time provided by Reflexion to its Resellers or End User licensees of the Services.
1.2. "Effective Date" means the date on which Reseller indicates acceptance of this Agreement by clicking on the Accept button.
1.3. "End Users" means a person who uses the Products for internal productive data processing or communication purposes as opposed to use for marketing, demonstration, technical support or other purposes in connection with further distribution or resale. An "End User" may have multiple email addresses and/or email aliases using the Services.
1.4. "Error" means incorrect code in the Software or an incorrect statement or diagram in the Documentation that produces results not in conformity with the Specifications.
1.5. "Products" means the Software, Services, and associated Documentation, and (where the context so admits) any copies of either.
1.6. "Software" means the hosted application, together with all supplementary programs, utilities, tutorials and other materials that Reflexion may provide relating to such programs.
1.7. "Services" means the use of Software installed on servers maintained and supported by Reflexion and includes associated technical support and other items supporting this Software and its use.
1.8. "Specifications" means the functional performance parameters published in the Documentation shipped with a Product.
2. APPOINTMENT
2.1. Grant of Authority. Reflexion grants Reseller, in accordance with and subject to the terms set forth in this Agreement, a non-exclusive, nontransferable, worldwide right and license, for the limited term specified in this Agreement, to use, demonstrate, and market licenses for the Products supplied to Reseller by Reflexion.
3. END USERS
3.1. End User Licenses. Reseller shall only provide the Products to End Users pursuant to the End User License Agreement. Any distribution of the Products other than pursuant to the End User License shall constitute a material breach of this Agreement, and Reseller shall indemnify Reflexion against any loss or damage resulting from the distribution of the Products other than pursuant to the End User License.
4. MARKETING AND BUSINESS GOALS AND REQUIREMENTS
4.1. Compliance with Laws; Reputable Marketing Practices. Reseller will comply with all applicable laws and regulations; will not make any incorrect or false claims regarding the features, operations or marketing of any Products; will not employ deceptive, illegal or unethical practices in marketing the Products; and will take no action which would detract from the long term reputation of, and long term satisfaction of End Users with, the Products and Reflexion.
5. FEES, RECORDS, REPORTING, PAYMENTS AND TAXES
5.1. License Fees. Reseller and Reflexion will discuss the terms of the license fees. Reseller shall be responsible for license fees for all licensees employing Reflexion Products as a result of Reseller's provisioning of said Products. Licenses used for pre-sales demonstration and technical support by the Reseller will not be counted as long as such use is limited to a reasonable number of licenses.
5.2. Reports. Reflexion and Reseller shall work together to develop appropriate reporting mechanisms to ensure that billable license usage is clear to both Reflexion and Reseller and available for the timely calculation and payment of license fees.
5.3. Payment. All license fees shown to be due and payable on the reports required by Section 5.2, shall be paid to Reflexion with each such report. All other amounts payable by Reseller to Reflexion hereunder shall be paid within thirty (30) days of the date of Reflexion's invoice. All payments hereunder shall be in U.S. dollars by electronic wire transfer to the bank account designated by Reflexion from time to time or by company check. Amounts not paid when due will bear a finance charge at a rate equal to the lesser of one and one half percent (1.5%) per month or the highest rate permitted by law, calculated from the first day a payment is past due. If Reflexion at any time has reasonable concern about security or timeliness of payments, it may suspend licenses granted hereunder until receipt of payment or establishment of a letter of credit or other arrangement securing payment. If any amount is not paid when due hereunder, Reflexion shall be entitled to recover from Reseller the costs and expenses incurred in connection with collecting the same (including, without limitation, costs of investigation and attorneys fees).
5.4. Taxes. Fees do not include sales, use, value added or other excise tax. Reseller shall pay or (if paid by Reflexion) reimburse Reflexion for all such taxes based on this Agreement or fees payable hereunder (but not any taxes based upon Reflexion's gross revenues or net income), together with any interest on such taxes if not due to Reflexion's delay. In lieu thereof, Reseller may provide to Reflexion a tax or other levy exemption certificate acceptable to the taxing or other levying authority.
5.5. Records. During the term of this Agreement and for a period of either one (1) year after its termination or one (1) year after the termination of any Product license outstanding at the time of termination, whichever is later, Reseller shall keep all usual and proper records, books of account and data entries relating to the marketing, licensing of the Products, including, without limitation, Reseller's invoice number, invoice date, and the numbers and types of the Products licensed. Within ten (10) days of the discovery of any errors or omissions in information previously reported, Reseller shall give Reflexion written notice thereof and pay all amounts due, or shall receive a credit if appropriate due to over reporting.
5.6. Audit. Reflexion may, at its own expense, cause an audit to be made of the applicable records in order to verify reports issued by Reseller, and a prompt adjustment shall be made to compensate for any errors or omissions disclosed by the audit. The foregoing notwithstanding, Reseller shall pay for the cost of any audit if such audit discloses errors and omissions resulting in under-reporting of Product licenses by more than five percent (5%). Any such audit shall be scheduled in advance and conducted during regular business hours at Reseller's offices and in such a manner as not to unreasonably interfere with Reseller's normal business activities.
6. REFLEXION 'S INTELLECTUAL PROPERTY
6.1. Acknowledgment of Rights. Reseller acknowledges that (a) as between Reflexion and Reseller, all right, title and interest in and to the Products (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are owned by Reflexion and its licensors (if any), (b) this Agreement in no way conveys any right or interest in the Products other than the limited right and license granted in Section 2.1, (c) the Products are works protected by the patent and copyright laws of the United States and international treaties, and (d) Reflexion asserts that the Products embody valuable confidential and secret information of Reflexion or its licensors (if any), the development of which required the expenditure of considerable time and money.
6.2. Reseller's Obligations. Except as may be otherwise expressly authorized herein, Reseller shall (a) not disclose or provide any Product to any other party, (b) not copy, alter, reverse engineer, disassemble, decompile, translate, download or share any Product, (c) limit access to Products to its employees and consultants who require access in connection with Reseller's use of Products and who have agreed in writing or are otherwise legally bound to observe Reseller's obligations hereunder and to its licensed End Users , (d) take all precautions reasonably necessary to prevent unauthorized or improper use or disclosure of the Products, and (e) not remove from, and reproduce on any permitted copies of, the Products all titles, trademarks, and copyright and other proprietary or restrictive legends or notices.
6.3. Security Measures. Reflexion may from time to time implement password protection, anti-copying subroutines or other security measures for Products, and Reseller shall cooperate with any such measures. Since the sole purpose of any such measures would be to prevent unauthorized access to the Product(s), under no circumstances (including a contractual dispute with Reseller) would Reflexion employ any such measure to interfere with Reseller 's or End Users' normal use of the Product(s).
6.4. Injunctive Relief. Breach by Reseller of its obligations under this Section would cause Reflexion irreparable damage for which remedies other than injunctive relief would be inadequate, and Reseller specifically agrees that in any such event Reflexion will be entitled to an injunction or similar equitable relief immediately upon request to a court of competent jurisdiction without having to show anything other than the fact of such breach.
6.5. Notification of Proprietary Rights Breach; Cooperation. Reseller shall promptly notify Reflexion in writing of any infringement of the intellectual property rights of Reflexion that may come to Reseller's attention, and shall cooperate with Reflexion, at Reflexion's expense, in any action by Reflexion to investigate or remedy any such infringement.
6.6. General Non Disclosure Obligation. The marketing, customers, and product development plans of Reflexion, this Agreement and all its terms, the design and coding of the Software, the architecture of the supporting infrastructure, and any document or information that is transmitted to Reseller by Reflexion that is either marked "confidential" or transmitted pursuant to a separate non disclosure agreement, shall be considered confidential information supplied pursuant to this Agreement. Reseller shall not disclose, transmit, publish or otherwise make available to any third party any such confidential information and shall establish reasonable security measures to perform this obligation (including obtaining signed non disclosure agreements from all employees). For the purposes of this paragraph, confidential information shall not include any information that is (a) already generally known in the software security industry, (b) published or revealed by Reflexion or transmitted to any third party by Reflexion without any obligation of non disclosure, (c) already known to the Reseller at the time of receipt, or (d) that later falls into the public domain through no fault of Reseller. Notwithstanding the foregoing, each party may refer to and identify the other party as a client, customer or business partner to the extent applicable.
6.7. Intellectual Property Notices and Legends. Reseller will include and not remove the copyright, trademark and other intellectual property notices of Reflexion and its licensors (if any) from the Products in such form as Reflexion may reasonably direct (or if not explicitly directed, then in such a manner as will protect Reflexion's copyrights, trademarks and other intellectual property rights), at least once in each of the following locations (to the extent applicable, and if Reseller believes that any are not applicable, Reseller shall obtain Reflexion's agreement thereto): (a) the Documentation, (b) the web-based user interface, (c) the Reflexion Control Panel, and (d) the Delegated Spam Folder add-in for Microsoft Outlook?.
7. ADVERTISING
7.1. Reseller Advertisement. Subject to all the terms and conditions of this Agreement, Reseller shall have the right to advertise the Product in advertising media of Reseller's choice during the term of this Agreement.
7.2. Quality and Content of Reseller Advertising. Copies of all advertisements and promotional material prepared by Reseller relating to the Product shall be submitted by Reseller to Reflexion at least fifteen (15) days prior to release by Reseller for publication, unless Reflexion permits a more prompt release of said material. Reflexion may review such materials and, if Reflexion gives written notice to Reseller that Reflexion objects to the quality or content thereof, Reseller agrees to use good faith efforts to reach mutual agreement with Reflexion with respect to any reasonable changes requested by Reflexion.
8. LIMITED END USER and RESELLER PRODUCT WARRANTY AND WARRANTY DISCLAIMER
8.1. Limited Product Warranty to End Users. Reflexion makes only limited warranties to End Users regarding the Products (the "Limited Warranty"), as specified in the End User License. Reseller has read, understands and agrees to the terms specified in the End User License, by which Reflexion specifically disclaims any other warranties regarding performance, operation, or otherwise relating to the Products. Reseller may pass Reflexion's End User Limited Warranty to Reseller's End Users. Reflexion disclaims all other warranties.
8.2. Warranty Disclaimer. REFLEXION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR TO ANY OTHER MATERIALS, GOODS OR SERVICES FURNISHED HEREUNDER, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF PRODUCTS, WHETHER MADE BY REFLEXION EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY REFLEXION FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF REFLEXION WHATSOEVER. Reseller acknowledges that Errors may exist or occur in any software, that Reflexion assumes no responsibility for obsolescence of a Product, and that the prices and price discounts provided to Reseller depend in part upon the disclaimers of warranties set forth in this Section 8. Reseller agrees and represents that it shall not make or pass on to its End Users any warranty or representation on behalf of Reflexion except as expressly authorized in this Section 8.
9. INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY
9.1. Limited Intellectual Property Warranty of Reflexion. Reflexion warrants that it owns all intellectual property rights in the Products, or has such rights by license from the owner thereof, necessary for it to grant the rights granted to Reseller hereunder, and free from any restrictions that are inconsistent with such grant.
9.2. Indemnity by Reflexion; Sole Remedy of Reseller for Breach of Intellectual Property Warranty. If a claim is made or an action brought that the Products infringe a United States patent, or any copyright, trademark or trade name of any other party, Reflexion will indemnify Reseller and hold it harmless against such claim and resulting costs, damages and reasonable attorneys fees finally awarded or agreed to in settlement as a result of such infringement, provided that: (a) Reflexion receives prompt written notification by Reseller of the claim or action and Reseller thereafter at all times furnishes all information and cooperation as Reflexion may reasonably require in the investigation, defense and/or resolution of such claim, (b) Reflexion has sole control of the defense and all related settlement negotiations, although Reseller may be represented by separate counsel at its expense, and (c) Reflexion's obligations under this Section are conditioned on Reseller's agreement that:
(1) if any Product, or the use or operation thereof, or any trademark, becomes or in Reflexion's opinion is likely to become the subject of such a claim, Reflexion may, at its expense, either procure the right for Reseller's End Users to continue using the Product and/or trademarks or, at Reflexion's option, replace or modify the Product so that it becomes non infringing (provided such replacement or modification does not materially adversely affect use of the Product by Reseller's End Users as contemplated hereunder),
(2) if neither of the foregoing alternatives is available on terms which are reasonable in Reflexion's reasonable judgment, upon written request by Reflexion, Reseller will change its MX record back to the original MTA and request that its End Users do the same,
(3) Reflexion shall have no liability to Reseller in connection with any claim based upon (a) the use of any Product other than in accordance with the specifications, (b) the combination, operation, or use of one or more Products with equipment, data or software not furnished or approved by Reflexion if such infringement would have been avoided by the use or combination of the Product with other software or data or by the avoidance of use with software or data not provided or approved by Reflexion, (c) modifications to the Product if such modifications are not made by Reflexion or are made by Reflexion in compliance with Reseller's designs, specifications or instructions, and/or (d) a version of the Product other than the currently released version of the Product.
9.3. THE FOREGOING STATES THE EXCLUSIVE REMEDY OF RESELLER AND THE ENTIRE OBLIGATION OF REFLEXION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
9.4. Indemnity by Reseller. Insofar as a claim or action of intellectual property infringement by a Product is based on any action or representation of Reseller, Reseller shall defend and hold Reflexion harmless under the same terms and according to the same procedure as is imposed on Reflexion in Section 9.2.
9.5. Limited Intellectual Property Warranty and Indemnity by Reseller. Reseller warrants that it owns all intellectual property rights in the name and marks under which it will market the Products, or has such rights by license from the owner thereof. If a claim is made or an action brought that such name or marks infringe any trademark, trade name or other right of any other party, Reseller will indemnify Reflexion and hold it harmless against such claim and resulting costs, damages and attorneys fees finally awarded or agreed to in settlement as a result of such infringement, provided that: (a) Reseller receives prompt written notification by Reflexion of the claim or action and Reflexion thereafter at all times furnishes all information and cooperation as Reseller may reasonably require in the investigation, defense and/or resolution of such claim, and (b) Reseller has sole control of the defense and all related settlement negotiations, although Reflexion may be represented by separate counsel at its expense.
10. LIMITATION OF LIABILITY
10.1. Limitation of Liability. Except as expressly provided in Section 9, IN NO EVENT (a) SHALL REFLEXION'S MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED ACTUAL DIRECT DAMAGES CAUSED BY THE SPECIFIC PRODUCT OR SERVICE COMPLAINED OF, (b) SHALL REFLEXION'S MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED THE AMOUNT ACTUALLY PAID TO REFLEXION BY RESELLER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE DATE OF THE CLAIM, OR (c) SHALL REFLEXION BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS AND LOSS, DAMAGE OR DESTRUCTION OF DATA) EVEN IF Reflexion HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. No limitation as to damages for death or personal injury is hereby intended. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages under certain circumstances and the above exclusion or limitation may not apply.
10.2. Effect of Provisions. Each provision of this Agreement, which provides for a limitation of liability, disclaimer of warranties or exclusion of damages, is intended by the parties to be severable and independent of any other such provision and to be enforced as such. If any limited remedy provided herein is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein shall nonetheless remain in effect. Reseller acknowledges that the prices and/or discounts granted to it by Reflexion depend in part on this Agreement's provisions limiting liability, warranties and damages.
11. TERM AND TERMINATION
11.1. Term. The term of this Agreement shall commence on the Effective Date and continue for twenty-four (24) months, unless either earlier terminated as set forth herein, or renewed for additional twenty-four (24) month periods by the written agreement of the parties prior to the termination date of the initial or any renewal period. Upon the completion of any term, this contract will automatically renew on a month-to-month basis should no action be taken to terminate or renew the contract for another two year term.
11.2. Termination for Breach. Except as otherwise provided herein:
(a) If Reseller breaches any obligation under Section 6, Reflexion may at its sole option terminate this Agreement by written notice effective upon receipt;
(b) If either party breaches any other material obligation hereunder and fails to fully cure such breach within ten (10) days after written notice thereof, the other party may at its sole option terminate this Agreement by written notice effective upon receipt.
11.3. Other Termination.
(a) This Agreement shall automatically terminate without notice if: (1) Reseller makes any assignment for the benefit of its creditors or makes any compositions with its creditors; (2) any actions or proceedings under any bankruptcy or insolvency law are taken by or against Reseller; (3) Reseller shall pass a resolution for its voluntary or compulsory liquidation; or (4) Reseller suffers execution to be levied against any of its goods, chattels or other assets.
(b) Reflexion may terminate this Agreement, effective immediately upon written notice to Reseller, if any material warranty or representation made by Reseller or material information furnished by Reseller is false when made or furnished, or if Reflexion reasonably determines that Reseller has negligently or intentionally acted in a manner which adversely affects the business reputation or the patent, copyright, trade secret or trademark rights of Reflexion.
(c) Reflexion and Reseller may mutually agree to terminate this agreement at any time.
(d) Reseller may terminate the contract at the end of any term instead of renewing the contract so long as at least 30 days written notice is given to Reflexion.
11.4. Effect of Termination. Upon any termination of this Agreement:
(a) Reseller shall immediately discontinue use of the Product.
(b) The provisions of Sections 1, 5, 6, 8, 9, 10, 11.4, 14 and 15 shall survive any expiration, termination or cancellation of this Agreement.
12. EXPORT RESTRICTIONS
12.1. Reseller understands that the Products are subject to regulation by agencies of the U.S. Government, including without limitation the Department of Commerce, which prohibit or restrict export or diversion of certain technical products and technical data to certain countries. Reseller shall obtain such professional or other advice as shall be necessary to enable it to ascertain the requirements of all export and re-export restrictions applicable to the Products or related materials and shall comply in all respects with such requirements.
13. LICENSES TO U.S. GOVERNMENT
13.1. Licensing and use of the Products and derivative works thereof to and by the United States Government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the United States Government (collectively, the "Government"), shall be governed solely by the provision of the End User Agreement applicable thereto, and such provision shall supersede any conflicting contractual terms or conditions. Reflexion asserts that the Software and the Documentation are respectively "commercial computer software" and "commercial computer software documentation" within the meaning of the acquisition regulation(s) applicable to procurements thereof by the Government. The following additional statement applies only to acquisitions governed by DFARS Subpart 227.4 (October 1988): "Restricted Rights - Use, duplication and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT. 1988)."
14. NOTICES
14.1. Any notice required or permitted to be given hereunder shall be in writing and shall be effective upon delivery to the address of the recipient party set forth on the web registration page used to obtain access to this Agreement. Invoices and routine communications may be sent by first-class mail, postage prepaid, to such locations or persons as either party may designate in writing from time to time. Either party may change its address for the receipt of notices, requests or other communications hereunder by written notice duly given to the other party. Each party agrees to acknowledge in writing receipt of any notice upon delivery.
15. MISCELLANEOUS
15.1. Section Headings. The section headings in this Agreement are for convenience only and are in no way to be construed as part of this Agreement nor as a limitation of the scope of the particular sections to which they refer.
15.2. Relationship of Parties. Reseller is an independent contractor, and nothing contained herein will be deemed or construed to create a joint venture, franchise, partnership, agency or similar relationship between Reflexion and Reseller. Reseller has no authority to, and shall not, enter into any agreement or undertake any obligation on behalf of Reflexion.
15.3. Severability. All terms and provisions of this Agreement are severable. Any term or provision of this Agreement or any application thereof, which may be invalid or unenforceable, shall be ineffective only to the extent of such prohibitions or unenforceability without affecting the remainder of this Agreement or any other application of such term or provision.
15.4. Transferability. Reseller shall not (by operation of law or otherwise) assign or transfer its rights or delegate its performance under this Agreement without the prior written consent of Reflexion, and any such assignment, transfer or delegation without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
15.5. Force Majeure. Except as otherwise provided herein, if the performance of this Agreement or any obligation hereunder (other than the making of payments hereunder) is prevented, restricted or interfered with by reason of any event, act or condition beyond the reasonable control of the affected party, the party so affected, upon written notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
15.6. Entire Agreement; Modifications. This Agreement, with all incorporated attachments, constitutes the entire agreement between Reflexion and Reseller with respect to the matters contemplated herein and supersedes all other oral or written proposals, representations, agreements, understandings and communications between the parties with respect to such matters, all of which are merged herein. This Agreement may be modified only by a written instrument duly executed by an authorized officer of the party affected by such modification. No condition, usage of trade, course of dealing or performance, understanding or agreement purporting to amend, modify, vary, explain or supplement the terms or conditions of this Agreement shall be binding unless hereafter made in writing and signed by the party to be bound.
15.7. Waiver. No delay or failure by either party to detect, protest or remedy the failure of the other party to perform any obligation under this Agreement will constitute a waiver of such other party's rights. No waiver of any provision of this Agreement or of any rights or obligations of either party hereunder will be effective unless in writing and signed by an authorized officer of the waiving party.
15.8. Limitation of Actions. With the exception of provisions of this Agreement that survive its expiration or termination or relate to violation of the proprietary rights of Reflexion, no action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has arisen, or, in the case of an action for nonpayment, more than two years after the date the last payment was due.
15.9. Governing Law. Due to the development, testing and production of the Products in Massachusetts, the review of Product translations in Massachusetts, the need for protection of Reflexion's proprietary rights in its intellectual property, and the impracticality of determining the protection for such rights under the laws of many different jurisdictions, this Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the Commonwealth of Massachusetts and the United States of America, as such laws would apply to the construction and enforcement of contracts entered into and fully performed between Massachusetts parties.

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