END USER LICENSE AGREEMENT
This End User License Agreement, including Agreement for Services which by this reference is incorporated herein (this "Agreement"), is a binding agreement between CSR Privacy Solutions, Inc. ("CSR" or "Licensor ") and the person or entity identified in the Agreement for Services as the End-User of the Software ("End User").
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT END USER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON or CHECKING THE "ACCEPT" BOX ON THE FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT END USER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF END USER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF END USER AND BIND END USER TO ITS TERMS. IF END USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO END USER AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR END USER'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT END USER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.
1. DEFINITIONS. The following words used in this Agreement have the following meanings:
"Affiliated Entity" means an entity that is a subsidiary of or another company of CSR.
"Confidential Information" means information, technology or services disclosed or made available by CSR to End User that End User should reasonably understand to be confidential, including: (i) unpublished or otherwise not publicly available or accessible prices and other terms of service, audit and security reports, product development plans, data center designs, server configuration designs, services, and other proprietary information or technology; and (ii) information that is marked or otherwise designated as confidential.
"Content" means any software, online service, feature or technology, data or other content that End User may provide to CSR pursuant to this Agreement. Content includes, but is not limited to, any of the foregoing that service users: (i) upload to the Services, and/or (ii) create and/or modify using the Services.
"Documentation" means any documentation which CSR makes available to End User and is associated with the Services, including URLs, i.e., addresses, for websites, technical information, policies or terms contained in or linked to by webpages or applications associated with the Services.
"Feedback" means any and all suggestions, comments, improvements, or other feedback about the Services that End User provides to CSR either directly or indirectly.
"Personal Information" or "PI" means any data, either alone or in combination with other information, by which a natural person can be identified or located, or that can be used to identify or locate a natural person.
"Services" means the online service purchased by the End User and provided by CSR to assist End User to perform internal self-assessments concerning End User compliance with rules and best practices associated with Data Life Cycle Management relating to PI. Use of the Service does not guarantee compliance. End User is solely responsible for taking all actions necessary to ensure compliance.
2. ACCESS SERVICES.
2.1 Use and Access. Subject to the terms and conditions of this Agreement, CSR hereby grants to End User a non-exclusive, non-transferable, non-sublicensable, revocable license in the Services solely for internal business purposes. During the term of this Agreement, End User may access the Services via the online interface that CSR provides to End User. This Agreement shall supersede any license terms included with the code in the file named "COPYING" or "LICENSE" or like caption in the Programmatic Interfaces, except where such code is governed by an open source license.
2.2 Use Restrictions. End User shall not, and shall require its authorized users not to, directly or indirectly:
- use the Services and Documentation beyond the scope of the license granted hereunder;
- provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of End User, with access to or use of the Services and Documentation;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services and Documentation or any part thereof;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services and its software or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Services and Documentation, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
- use the Services and Documentation in violation of any law, regulation, or rule; or
- use the Services and Documentation for purposes of competitive analysis of the Services, the development of a competing Services, or any other purpose that is to the Licensor's commercial disadvantage.
3. CSR'S OBLIGATIONS & WARRANTIES.
3.1 Provision of Services. Subject to End User's acceptance of this Agreement, CSR agrees to provide the Services and Documentation. CSR, in its sole discretion, may change, discontinue, add, modify, re-price or remove features or functionality from the Services and Documentation from time to time. The Services may not be available from time to time for scheduled maintenance, major telecommunications or Internet failures outside of CSR’s control and End User shall not be entitled to any refund or credit for such unavailability of the Services.
3.2 Warranties. CSR represents and warrants it has the full power and authority to enter into this Agreement and to grant End User the rights granted herein. CSR does not promise that the Services will be uninterrupted, error-free, or completely secure. End User acknowledges that there are risks inherent in Internet connectivity that could result in the loss of End User's privacy, confidential information, Content, and/or property. CSR has no obligation to provide security other than as stated in this Agreement. THE SERVICES ARE PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SERVICES WILL MEET THE END USER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER CONTENT, SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
4. END USER OBLIGATIONS & WARRANTIES.
4.2 Warranties. End User represents and warrants it has the full power and authority to enter into this Agreement and to grant CSR the rights granted herein. End User represents and warrants that the Content does not and shall not violate or infringe any intellectual property right of any third party. End User represents and warrants that he is at least 18 years of age. If End User is entering into this Agreement on behalf of an employer, company, or other legal entity, End User must have the legal right and authority to enter into this Agreement and bind that entity to this Agreement.
4.3 Interoperability Requirements. End User will maintain the functional operation of all of its workstations, networks, and Internet connections necessary to ensure proper operation of the Services, including installation and operation of any associated operating system and web browser according to applicable manufacturer specifications and recommendations. Prior to contacting CSR concerning connectivity problems, End User shall verify that it is able to properly connect to the Internet by verifying navigation through common sites and verify that it is running the most recent release of its web browser.
5. CONFIDENTIALITY & PI.
5.1 Confidential Information. End User agrees not to use CSR's Confidential Information except in connection with End User's authorized use of the Services and Documentation. End User agrees not to disclose CSR's Confidential Information to any third person or party for a period of five (5) years following the termination or expiration of this Agreement except where the Confidential Information: (i) was in End User's possession prior to receipt from CSR; (ii) is publicly known or readily ascertainable by proper means; (iii) is rightfully received by End User from a third party without a duty of confidentiality; (iv) is disclosed by CSR to a third party without a duty of confidentiality on the third party; (v) is independently developed or learned by End User; or (vi) is disclosed by End User with CSR's prior written approval. End User will provide reasonable prior notice to CSR and will request a protective order if End User is required to reveal the Confidential Information under a subpoena, court order or other operation of law.
5.2 Collection of PI. End User's access to the Services is via a CSR-controlled website. CSR collects PI through End User's access and use of the Services. CSR reserves the right to sell, rent or lease End User's PI to affiliated service providers and suppliers to manage or support its business operations, provide professional services, deliver complete products, services and customer solutions and to assist CSR with marketing and communication initiatives. Suppliers and service providers are required by contract to keep confidential and secure the information received from CSR. From time to time, CSR may participate in marketing initiatives with other companies, including websites "powered by" another company on behalf of CSR. As part of these initiatives, certain CSR Services and marketing communications may be delivered at the same time as those from other companies. CSR may also transfer End User's PI to other affiliated business entities in the US and worldwide. By accessing CSR Services, registering for an account, or otherwise providing CSR with End User's PI, the End User consents to the transfer of End User's PI to entities affiliated with CSR.
5.3 CSR Access to Content. CSR reserves the right to access Content as required to provide the Services and as otherwise provided in this Agreement. CSR will not use or disclose Content to non-CSR affiliated entities except: (i) with consent or as otherwise directed or instructed by End User; (ii) in furtherance of or in connection with performing Services pursuant to this Agreement; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (vi) to enforce/protect the rights and properties of CSR or its affiliates or subsidiaries; or (vii) with the prior informed consent of the data subject about whom the PI pertains.
5.4 Data Controller. End User shall retain the role of the data controller of the Content it uploads or provides as part of the Services. CSR is a service provider to End User and has the role of data processor. CSR does not own or otherwise act as data controller of the Content. End User has the sole responsibility to verify that the security and privacy protections offered by the Services are adequate and in compliance with all applicable laws governing the type of data included in the Content, which is uploaded for or provided to the Services.
5.5 Data Centers. The data centers in which the infrastructure for the Services and Content are housed are located in the United States of America and any obligations of CSR pursuant to this Agreement may be performed by any CSR company, subsidiary, affiliate or authorized third party.
5.6 Unauthorized Access. CSR is not responsible to End Users or any third party for unauthorized access to Service User's Content or the unauthorized use of the Services by a third party. End User is responsible and liable for all uses of the Services and Documentation through access thereto provided by End User, directly or indirectly. Specifically, and without limiting the generality of the foregoing, End User is responsible and liable for all actions and failures to take required actions with respect to the Services and Documentation by its authorized users or by any other person to whom End User may provide access to or use of the Services, whether such access or use is permitted by or in violation of this Agreement.
5.7 Communications. CSR communicates with our End Users through emails and notices posted on our website. Examples of these notifications include, but are not limited to: (1) welcome and engagement communications - providing you information about our service and reminders on status and how to best utilize our systems' features (2) service communications - this will cover availability, security and other issues in regards to our services. These messages can be initiated from our systems or from your partner providing you access to our systems. You may change your email and contact preferences at any time by signing into your account and changing your privacy and notification settings.
Please be aware that all service based emails and notifications cannot be opt out of receiving due to the nature of the communication.
6. INTELLECTUAL PROPERTY.
6.1 Content. End User hereby grants and agrees to grant to CSR, under all Intellectual Property Rights (defined below) embodied in the Content, a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, import, distribute, modify and distribute modifications of, perform, create and distribute derivative works of, copy, and display Content, solely in connection with CSR's provision of Services (including support of Services) to End User. As used herein, Intellectual Property Rights includes, but is not limited to patents, whether issued or pending, registered and common law trademarks, copyrights, know-how, and trade secrets. The license granted in this Section 6.1 includes the right of CSR to sublicense the Content to its subsidiaries, affiliates, business associates and any third parties providing all or part of the Services on behalf of CSR to achieve the foregoing.
6.2 Feedback. CSR shall own all right, title and interest in and to the Feedback from End Users relating to the Services. End User hereby irrevocably assigns to CSR all right, title, and interest in and to the Feedback and agrees to provide CSR with any assistance CSR may request to document, perfect, and maintain CSR's rights in the Feedback. CSR hereby grants End User a non-exclusive, non-revocable license to exploit such Feedback in any way it in its discretion may choose.
6.3 Duty to Safeguard. End User acknowledges and agrees that the Services and Documentation are provided under license, and not sold, to End User. End User does not acquire any ownership interest in the Services under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Intellectual Property Rights arising out of or relating to the Services and Documentation, except as expressly granted to the End User in this Agreement. End User shall use commercially reasonable efforts to safeguard all Intellectual Property Rights from infringement, misappropriation, theft, misuse, or unauthorized access. End User shall promptly notify Licensor if End User becomes aware of any infringement of the Licensor's Intellectual Property Rights in the Services and Documentation and fully cooperate with Licensor, at Licensor's sole expense, in any legal action taken by Licensor to enforce its Intellectual Property Rights.
7. TERM, SUSPENSION AND TERMINATION.
7.1 Term. The term of this Agreement shall commence on the date that End User commences use the Services.
7.2 Suspension. CSR, in its sole discretion, may suspend provision of Services to End User without liability if: (i) CSR reasonably believes that the Services are being used (or have been or will be used) by End User in violation of this Agreement; (ii) End User does not cooperate with CSR's investigation of any suspected violation of this Agreement; (iii) CSR believes that Services provided to End User have been accessed or manipulated by a third party without End User's consent or in violation of this Agreement; (iv) CSR reasonably believes that suspension of the Services is necessary to protect CSR's network, CSR's other End Users, or others in general; (v) the continued use of the Services by the End User may adversely impact the Services or the systems or content of CSR or any other CSR End User; (vi) CSR reasonably believes that the use of the Services by End User may expose CSR, its affiliates, or any third party to liability; or (vii) suspension is required by law. CSR will give End User reasonable advance notice of a suspension and an opportunity to cure the grounds on which the suspension are based, unless CSR determines, in CSR's reasonable commercial judgment, that either suspension on shorter or contemporaneous notice or immediate suspension without notice is necessary to protect CSR, its other End Users, or any third party from operational, security, or other risk or the suspension is ordered by a court or other judicial body. If the suspension was based on End User's breach of End User's obligations under this Agreement, then CSR may continue to charge End User fees (if applicable) for the Services during the suspension, and may charge End User a reasonable reinstatement fee upon reinstatement of the Services, which shall be at CSR's sole discretion.
7.3 Access to Data. At CSR's sole discretion, End User may not have access to Content stored in the Services during a suspension, and CSR shall not be liable to End User for any damages or losses End User may incur as a result of such suspension. Unless CSR determines otherwise, or End User requests deletion of Content, End User will have access to Content following termination or expiration of this Agreement for at least five (5) days after the effective date of termination or expiration, and CSR shall not be liable to End User for any damages or losses End User may incur as a result of not having access to Content.
8. INDEMNIFICATION. End User will defend indemnify and hold CSR, CSR employees, CSR agents, affiliates, subsidiaries, or suppliers (the "CSR Indemnitees") harmless from and against any and all losses arising out of or in connection with any allegation, action, suit or proceeding brought by a third party arising out of the Service User's actual or alleged (i) gross negligence, (ii) willful misconduct, (iii) violation of law, (iv) failure to meet the security obligations required by this Agreement, (v) misappropriation or infringement of a third party's intellectual property right, or violation of this Agreement, or (vi) any claim arising from a customer of End User ("Third Party Claim"), including paying the cost of defending the Third Party Claim (including reasonable attorney fees) and any damages, award, fine, settlement, or other amount and all other losses, which are incurred by the CSR Indemnitees as a result of the Third Party Claim ("Losses"). End User's obligations under this Section include Third Party Claims arising out of the acts or omissions of End User employees, any other person to whom End User has given access to the Services, End User offering and/or Content, and any person who gains access to the Services, End User offering and/or Content as a result of End User's failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by End User. In connection with any Third Party Claims pursuant to this Section, CSR will (i) give End User prompt written notice of such claim; and (ii) cooperate reasonably with End User (at End User's expense) in providing information in connection with End User's defense of such claim and Losses arising out of such claim.
9. LIMITATION ON DAMAGES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
- IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT OF U.S. $2,000.00.
- THE LIMITATIONS SET FORTH IN SECTION SHALL APPLY EVEN IF THE END USER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
10.1 Changes to this Agreement. CSR may modify this Agreement at CSR's sole discretion. Any such modified Agreement shall be posted on www.csrreadiness.com. Any such changes made during the term of this Agreement will become effective thirty (30) days after the date CSR posts, links to, or provides notice of such modified Agreement. End User's continued use of the Services after such thirty (30) day period shall constitute acceptance of such modified Agreement.
10.2 Survival. All provisions that by their nature are intended to survive expiration or termination of this Agreement shall survive expiration or termination of this Agreement.
10.3 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or two (2) business days after it is sent prepaid, via a recognized world-wide overnight courier or two (2) business days after it is sent by facsimile with an acknowledgment of receipt to the notice address set forth beneath the signatures on this Agreement. Any party hereto may, from time to time, by written notice to the other party, designate a different address, which shall be substituted for the one specified for such party.
10.4 Export laws. CSR reserves the right to locate the infrastructure for providing the Services in any country or location permitted under applicable laws and regulations. End User, or any third party authorized by End User, sends to or through the Services may be subject to US and other national export and import laws and regulations. If End User, or any third party authorized by End User, chooses to use these Services, End User and any third party authorized by End User do so on their own initiative and are responsible for compliance with all applicable laws and regulations, and for obtaining required export and import authorizations, where applicable. End User, and any third party authorized by End User, may not, in violation of applicable laws and regulations, transfer, or authorize the transfer, of any Services (a) into U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders or Entity List of proliferation concern, or the U.S. State Department's Debarred Parties List. By using these Services, End User represents and warrants that End User or any third party authorized by End User is not located in, under the control of, or a national or resident of any such country, or is included on any such government list. In addition, End User, and any third party authorized by End User, may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations. End User, and any third party authorized by End User, will not transfer to or through the Services any data, materials or other items controlled for export under the International Traffic in Arms Regulations ("ITAR"), US Export Administration Regulations ("EAR"), or other applicable regulations (such data, materials or other items, the "Controlled Data") unless prior written authorization has been received from CSR, and (i) End User, and any third party authorized by End User, has provided CSR not less than 10 days' prior written notice that Controlled Data will be transferred to or through the Services and (ii) where necessary, End User, and any third party authorized by End User, have received prior written authorization from the U.S. Government and /or other national authorities to transfer the Controlled Data to CSR. End User is responsible, and will reimburse CSR, for all costs, expenses or damages incurred by CSR in connection with End User, and any third party authorized by End User, transfer of Controlled Data. If End User has questions concerning these requirements or requires special solutions to comply with applicable export/import laws and regulations, End User should contact End User's CSR account manager.
10.5 Assignment. Either party may assign this Agreement to an entity that acquires, directly or indirectly, substantially all of its assets or merges with it. Except as described in this section, End User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve End User of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 160 is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without End User's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
10.6 Force Majeure. Licensor will not be responsible or liable to End User, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, Internet failures, heat, light, air conditioning, shortage of or inability to obtain material as equipment, or End User equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor's reasonable control.
10.7 Governing Law. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.
10.8 Venue. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the City of Stuart and County of Martin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
10.9 Relationship of the Parties. The parties' relationship is that of independent contractors and not business partners or joint ventures. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.
10.10 No Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
10.11 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. If any provision in this Agreement is held invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
10.12 Binding Effect. This Agreement shall be binding upon the legal representatives, heirs, employees, agents, affiliates, successors and assigns of the respective parties hereto.
10.13 Headings. The subject headings of the various sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.
10.14 Third Parties. Except as expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give any person other than the parties hereto, and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement.
10.15 Non-Reliance: By execution of this Agreement, the End User acknowledges that it has not relied upon any statements, promises, or representations, except for those expressly stated in this Agreement, or the Agreement for Services and waives any rights or claims arising from any statements, promises, or representations that are not expressly stated in this Agreement.
10.16 Your continued use of the Services after any posting of updates to this Agreement (which shall be dated as of their most recent update) shall constitute your acceptance of and agreement to any changes therein made.
This Agreement is effective as of May 1, 2023
Last Updated: 5/1/2023