LICENSING TERMS AND CONDITIONS

These Licensing Terms and Conditions (“Terms and Conditions”) are between Customer (either an individual or a legal entity) (“You” or “Customer” or “Licensee”) and Apollo Scheduling, Co., d/b/a AppointmentCore (“Licensor”), creator of AppointmentCore automated scheduling software. The Terms and Conditions, together with the Invoice, constitute the entire understanding of the parties and are together referred to as the “Agreement.” By signing the Invoice, You are bound to the terms of the Invoice and the Terms and Conditions.

AppointmentCore automated scheduling software that is the subject of the license, along with any Enhancements made available to You by Licensor (collectively, the “Software”) is licensed to You, not sold. Except for the limited license granted in the Agreement, Licensor retains all rights, title and interest in and to the Software, all copies thereof, and all proprietary rights in the Software, including copyrights, patents, trademarks and trade secret rights.

  1. GRANT OF LICENSE. This Agreement grants You the following rights, as applicable:
    • (a) License. During the term of this Agreement, Licensor grants You a revocable, nontransferable, nonexclusive license to use the object code version of the Software for the purpose of installation and use on hardware devices (to be provided by You) solely for use within Your organization.
    • (b) Enhancements. Licensor reserves the right to upgrade, enhance, change or modify the Software at any time in its sole discretion (“Enhancements”). Any Enhancements made available to You by Licensor, if any, will be subject to these Terms and Conditions, except to the extent that additional provisions are needed and agreed upon in future agreements signed by both parties.
    • (c) Third Party Components. The Software and Enhancements may contain certain third party components that are provided to You under terms and conditions which are different from this Agreement, or which require Licensor to provide You with certain notices and/or information. Your use of each third party component which contains or is accompanied by its own license agreement will be subject to the terms and conditions of such other license agreement, and not this Agreement. Notwithstanding the foregoing, the following terms and conditions apply to all third party components: (i) all third party components are provided on an “AS IS” basis; (ii) Licensor will not be liable to You or indemnify You for any claims related to the third party components; and (iii) Licensor will not be liable for any direct, indirect, incidental, special, exemplary, punitive, consequential or any other damages with respect to the third party components. Your sole and exclusive remedy with regard to any defect, claim, or other dispute relating to the third party components is to cease use of such components.
    • (d) Beta Software. Licensor may designate certain Enhancements or new releases of a Software as “Beta Software.” Such Beta Software will not be ready for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that: (i) the Beta Software is experimental and has not been fully tested; (ii) the Beta Software may not meet Your needs; (iii) the use or operation of the Beta Software may not be uninterrupted or error free; (iv) Your use of the Beta Software is for purposes of evaluating and testing the product and providing feedback to Licensor; (v) You shall inform Your employees, staff members, and other users regarding the nature of the Beta Software; and (vi) You will hold all information relating to the Beta Software and Your use of the Beta Software, including any performance measurements and other data relating to the Beta Software, in strict confidence and shall not disclose such information to any unauthorized third parties. Your use of the Beta Software shall be subject to the Terms and Conditions. You shall promptly report any errors, defects, or other deficiencies in the Beta Software to Licensor. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA SOFTWARE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. You hereby waive any and all claims, now known or later discovered, that You may have against Licensor and its suppliers/licensors arising out of Your use of the Beta Software.
    • (e) CRM. Should You provide us with Your third party CRM access information, Licensor does the following: Access the information needed in order to provide You with all of the features needed for Licensor’s Software. This includes accessing Your data through third party API or through normal signing in if needed for support or additional features not supported by the API. We will not share this data or access with anyone without Your explicit permission, except as may be required by applicable law or court order.
    • (f) Term. The term of this Agreement is 60 months, unless a shorter or longer duration is expressly specified in Your Invoice.  The commencement date of the term (“Original Term”) is effective date of the Agreement. The Agreement will automatically renew for one additional period the same length as the Original Term, beginning when the Original Term expires.  If either Party does not wish for the Agreement to automatically renew, written notice of termination must be provided to the non-terminating Party at least 60 (sixty) days prior to the end of the Original Term.  Written notice must be made via e-mail to the e-mail address(es) provided below the signature lines of the Invoice, and notice will be deemed to have been given on the date the e-mail is received by the Licensor. The renewal term shall be subject to the Agreement. Should Licensee attempt to terminate this Agreement without complying with this Section, such attempted termination will be considered a material breach of the Agreement.
    • (g) Assisted Promotion. Licensee agrees to assist Licensor to promote the licensed Software and Enhancements. This includes placing a “powered by Appointmentcore” tagline or similar call-to-action in the end-user facing interface and prominently placing at least one banner on the confirmation page, or other page re-directed to, after the appointment booking process is complete. Licensor will not use Licensee’s appointment data gathered in the booking process for emailing of unsolicited marketing emails. Licensor may use the fact that Licensee is using AppointmentCore as its choice solution in the marketing materials and advertisements via Google, Facebook and all other marketing channels. 
  1. LIMITATIONS ON LICENSE. The license granted to You in the Agreement is restricted as follows:
    • (a) Limitations on Copying and Distribution. You may not copy or distribute the Software except to the extent that copying is necessary to use the Software for purposes set forth herein. You may make a single copy of the Software for backup and archival purposes. Upon termination or expiration of the Agreement, Licensee shall immediately destroy or return all copies of the Software to Licensor.
    • (b) Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Software. You may not alter or modify any disabling mechanism which may be resident in the Software. Licensee agrees that during the contract period it shall not produce for self-use, or for sale, automated scheduling software similar to or that otherwise competes with that produced by Licensor.
    • (c) Sublicense, Rental, and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Software, or directly or indirectly permit any third party to use or copy the Software.
    • (d) Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Software. You must reproduce the copyright and all other proprietary notices displayed on the Software on each permitted back-up or archival copy.
    • (e) Compliance with Applicable Law. You shall be solely responsible for ensuring that Your use of the Software is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations. You shall abide by all applicable export control laws, rules and regulatory applications to the Software, and You will not export or transfer the Software, in whole or in part, to any country, person, or entity subject to U.S. export restrictions.
    • (f) Confidentiality. You acknowledge and agree the Software and associated documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of Licensor. You may not use or disclose the Proprietary Information without Licensor’s prior written consent, except disclosure to and subsequent uses by Your employees and contractors (in accordance with this Agreement) who have a need-to-know, provided such employees and contractors have executed written agreements restricting use or disclosure of Proprietary Information that are at least as protective as those set forth in this Agreement. You agree to use at least the same degree of care in protecting the Proprietary Information as You use to protect Your own similar information, but in no event less than reasonable care. You acknowledge that due to the unique nature of the Proprietary Information, Licensor will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity or otherwise, Licensor shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure. You shall not use any information or data disclosed by Licensor in connection with this Agreement to contest the validity of any Licensor intellectual property. Any such use of Licensor’s information and data shall constitute a material, non-curable breach of the Agreement.
  2. MAINTENANCE SERVICES. From time to time, Licensor may offer services to maintain the Software (“Maintenance Services”). For the term of this Agreement, Licensor will provide You with any Enhancements that Licensor distributes to its other customers generally without additional charge. If Licensor distributes any Enhancement as an option or new product for which it charges an additional fee, it will make such option or new product available to You on the same terms as it offers generally to other similarly situated customers.
  1. FEES. The license fees payable to Licensor for the rights hereunder are as set forth in the Invoice, signed by the Licensee. Licensor agrees to waive all such fees for each month, so long as Licensee abides by the Terms and Conditions of the Agreement for that month. If Licensee fails to abide by the Terms and Conditions of the Agreement pursuant to Section 14(b), licensing fees shall be reinstated for the duration of the Agreement.
  1. Exclusivity. Licensor shall be the exclusive appointment scheduling software provider used by Licensee and will be the exclusive provider of appointment scheduling software marketed to Your customers, unless otherwise specified in the Invoice. Licensee shall have a six-month transition period, measured from the time the Agreement is signed by the Parties, to transition all relevant individuals and departments onto the Software and cease use of other appointment scheduling systems or services. Licensee acknowledges that this exclusivity is valuable consideration to Licensor and that, but for Licensee’s agreement to and compliance with this exclusivity provision, Licensor would not be willing to waive the fees as set forth in the Invoice. Breach of this Section shall constitute a material breach of the Agreement.
  1. GENERAL BILLING INFORMATION. Execution of the Agreement and/or usage of Licensor’s Software constitutes Licensee’s acceptance of Licensor’s billing policy. Licensor’s billing policy is as follows:
    • (a) Licensor must receive payment before any billable product or service is provided/activated.
    • (b) All payments are due upon receipt of invoice by Licensee. If Licensee provides a valid credit card to Licensor, Licensor will bill such credit card when the invoice is due.
    • (c) Alternatively, if Licensee pays any invoice by check or money order, such method of payment must be received by Licensor within fifteen (15) days of receipt of invoice by Licensee, or twenty (20) days of the invoice date, whichever is sooner.
    • (d) All international Licensees must pay by credit card. Licensor does not accept international checks. All invoice amounts are quoted and paid in U.S. Dollars.
    • (e) Subscription billing is based on availability of products and services, not based on usage.
    • (f) Licensees are responsible for keeping all credit card details and contact information current.
    • (g) All recurring subscriptions are automatically invoiced and charged to the credit card on file.
    • (h) The invoices and payment receipts are available to Licensees upon request.
    • (i) The invoices may provide for other methods of payment.
    • (j) Any custom development and support work, or other work, provided by Licensor to You will be billed at the end of the month, for that month. At any time, a detailed report of hours logged for such work by Licensor can be generated upon request by Licensee, and shall be provided within a reasonable period of time.
    • (k) Licensee shall pay, indemnify and hold harmless Licensor from any sales, use, exercise, import or expert, value-added, or similar tax or duty, and any other tax or duty not based on Licensor’s net income, that is levied upon the Software or services or due to any payment to be made to Licensor pursuant to these Terms and Conditions, and any penalties, interest, collection costs and withholding costs associated with any of the foregoing items. Taxes, fees, and additional costs required to be paid by Licensee pursuant to this Section are in addition to, and may not be claimed as a reduction or offset against, any payments otherwise due to Licensor under these Terms and Conditions. If Licensee is required by law to withhold or deduct any withholding taxes from or in respect of any amount payable to Licensor hereunder, then (i) the amount payable hereunder shall be increased to such amount which, after making all required withholdings or deductions of withholding taxes therefrom, will equal the amount payable hereunder had no such withholding taxes or deductions been required; (ii) Licensee shall make such withholdings or deductions; (iii) Licensee shall pay the full amount withheld or deducted to the appropriate authorities according to applicable laws; and (iv) Licensee shall promptly deliver to Licensor a receipt or similar documentation from the appropriate governmental authority evidencing payment of such withholding taxes.
  2. BILLING STATEMENTS. Should You pay by credit card, Licensor subscription fees will appear on Your credit card statement as “AppointmentCore” or “MorrisCore.” Invoices are generated and payments are collected at the beginning of each billing period.
  3. BILLING CYCLE. Should You pay by credit card, all credit cards are automatically charged on the Licensor’s specific billing cycle date. If the credit card is declined, Licensee must provide another form of payment or otherwise promptly rectify the payment issue. Licensor will attempt to charge the card for thirty (30) days from the previous invoice, and will resume billing the card on the next bill date if the subscription remains active. After any account becomes sixty (60) days past due, such will be considered a material breach of the Agreement and Licensor may suspend services pending resolution of payment issues. Licensor may submit such account to a third-party collection service. If another method of payment is determined, payment is due upon receipt of invoice by You.
  4. BILLING DISPUTES. As a current or prior customer of Licensor, Licensee agrees to provide Licensor thirty (30) days to attempt settlement of any billing dispute before disputing with any third-party credit card company or bank. Licensor must be the first option in billing disputes. Should Licensor receive a chargeback from a third-party credit card company or bank on the Licensee’s behalf before Licensor has been given a chance to resolve the issue, Licensor has the right to collect on the rendered services and any fees associated with those disputes. Regardless of the outcome of the chargeback, Licensor retains the right to collect on any rendered services or fees that are due. Licensor may submit any disputed amounts to a collection agency. Once a chargeback has been received, Licensor may suspend the account until the matter is resolved.
  5. DISPUTE/LATE FEES. If a Licensee does not pay any invoice by its due date, You agree that Licensor may bill You a late fee based on the lesser of five percent (5%) of the invoice amount or the maximum amount permitted by applicable law. This late fee will compound monthly, for the duration of the time period the invoice is outstanding. In the event an invoice account is submitted to a third-party collections service, a thirty dollar ($30.00) processing fee may be assessed to the existing account balance. This fee is in addition to any other fees previously assessed on the Licensee’s account.
  6. REFUNDS. Subscription fees for Licensor’s products and services are non-refundable.
  7. UPGRADES. If Licensee desires to upgrade its account(s), Licensee may contact Licensor for a custom quote to do so.
  8. TERMINATION.
    • (a) Cure Period. Licensee has a right to cure a breach of Section 1(g) and/or Section 5 provided that the breach is in good faith. Licensee must cure the breach within seven (7) days of the breach (“Cure Period”). Licensor need not provide notice to Licensee of a breach for the Cure Period to begin. If Licensee fails to cure within the Cure Period, such failure will be considered a breach under Section 13(b). If the Licensee breaches either Section 1(g) or Section 5 more than once, Licensor has the right to consider the breach to be in bad faith and a breach under Section 13(b).
    • (b) Breach of Agreement. Without prejudice to any other rights, if Licensee breaches any provision of this Agreement, Licensor may terminate the Agreement on thirty (30) days prior written notice.
    • (c) General Termination. Licensor may terminate the Agreement for any reason upon sixty (60) days written notice to Licensee (“General Termination Period”). Should such termination occur, Licensee agrees to immediately destroy or return to Licensor all copies of the Software.
    • (d) Infringement Claims. In the event of a claim of intellectual property infringement by any third party relating to the Software or Proprietary Information (“Infringement Claims”), Licensor reserves the right to immediately terminate the Agreement and the rights granted hereunder.
  9. DAMAGES. Without limiting any other rights or remedies available to Licensor under this Agreement, at law or in equity:
  • (a) Should Licensee breach Section 1(f) or Section 5, Licensor is entitled to the remaining value of the Agreement for the remainder of the Agreement term, determined as of the date of the breach, along with any custom development fees and setup fees that were previously waived by Licensor. These damages must be paid within thirty (30) days of said breach. The Parties agree and acknowledge that the liquidated damages set forth in this provision are a reasonable estimate of the damages which would result from any such termination or a breach of Section 1(f) or 5, that actual damages under such circumstances would be difficult to ascertain, and that the liquidated damages are an alternative to performance and not a penalty.
  • (b) Should a breach of Section 1(g) or 2(a), (b), (c), or (d) occur, Licensor may reinstate its monthly licensing fees for the duration of the Agreement.
  • (c) Notwithstanding anything to the contrary herein, nothing contained in this Section shall in any way limit any of Licensee’s obligations or liability with respect to its indemnification obligations under this Agreement, breach of confidentiality, or violation of Licensor’s intellectual property rights or the license limitations contained herein.
  1. WARRANTY DISCLAIMER.
    • THE SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE ANY ADDITIONAL LICENSOR WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S OBLIGATIONS HEREUNDER. LICENSOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED FROM THIRD PARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”). LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY ITEMS. LICENSEE SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD PARTY ITEMS FOR WARRANTY AND PERFORMANCE INFORMATION. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE OR UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. LICENSOR SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
  2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT DAMAGES, OR ANY OTHER DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST OR DAMAGED DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE). IN ANY CASE, THE ENTIRE LIABILITY OF LICENSOR AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE INITIAL LICENSE FEE PAID BY YOU, IF ANY, FOR THE SOFTWARE. Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to You.
  3. INDEMNITY. You agree to indemnify, defend and hold harmless Licensor and its parent and their respective officers, directors, shareholders, agents, affiliates, and licensors from and against any and all third party claims of any kind (along with attorney’s fees and litigation costs) arising out of, resulting from, or in connection with Your breach of the Agreement or Your use or misuse of the Software, including any combination of the Software with any hardware, software, or other intellectual property not provided by Licensor.
  4. GOVERNING LAW. This Agreement is governed by and construed in accordance with the laws of the State of Texas. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in Austin, Texas, and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding. The Parties expressly agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”) as implemented in any state, and the United Nations Convention on Contracts for the International Sale of Goods, will not apply to any transactions under this Agreement.
  5. GENERAL. The Terms and Conditions and the Invoice (together, the “Agreement”) constitute the entire understanding and agreement between Licensor and You with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. In particular, if You are a current Licensee of the Software, this Agreement shall supersede Your existing license agreement and that agreement shall be of no further force or effect. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties.
  6. SEVERABILITY. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, such provision will be reformed, construed and enforced to provide the maximum protection permitted by applicable law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. Without limiting the foregoing, if at any time the duration or the scope of any one or more provisions of this Agreement shall be ruled unenforceable or void, the duration and/or scope set forth herein shall be deemed to be the longest period and/or greatest size permissible by law under the circumstances. Any failure by Licensor to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
  7. SURVIVAL. The following Sections shall survive any termination or expiration of this Agreement: Sections 2 (Limitations on License), 13 (Termination), 14 (Damages), 15 (Warranty Disclaimer), 16 (Limitation of Liability), 17 (Indemnity), 18 (Governing Law), 19 (General), 20 (Severability), 21 (Survival), 22 (Assignment), and 23 (U.S. Government Rights).
  8. ASSIGNMENT. Licensor may assign any of its rights or obligations hereunder. Licensee shall not assign any of its rights or obligations hereunder without prior written consent from Licensor, with any purported assignment in violation of this Section being automatically void.. 
  9. U.S. GOVERNMENT RIGHTS. The Software is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense (“DOD”) or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.
  10. AUTHORIZATION. By downloading, installing, accessing, or using the Software, You indicate that You have the authority to bind Yourself and Your organization to the terms of this Agreement.
  11. PRIVACY. Licensor’s privacy policy governs the collection, storage, and use of personal information by Licensor. Licensor’s privacy policy can be found at the following website: https://www.appointmentcore.com/privacy-policy/.
  12. RECORDING. Licensee hereby authorizes Licensor’s monitoring and recording of calls, including without limitation any online, electronic or virtual meeting, conference or discussion and may include without limitation any screen shares, screen shots and any other information shared pursuant to the above. Licensee represents and warrants that it will notify and obtain any third party’s consent applicable with respect to this Section.