DIVIDE

 

TERMS OF USE FOR DIVIDE SOLUTION

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING OR USING THE DIVIDE SOLUTION. SUBJECT TO THE NEXT PARAGRAPH, BY ACCESSING OR USING THE DIVIDE SOLUTION IN ANY WAY, YOU ARE DEEMED TO HAVE ACCEPTED THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS, CONDITIONS AND RESTRICTIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OR ACCESS THE DIVIDE SOLUTION IN ANY MANNER.

Some end users obtain Services (as that terms is defined below) from one of Divide’s distribution partners (each, a “Distribution Partner”), and some end users obtain Services through a business entity that has contracted with Divide or a Distribution Partner to make the Services available to end users affiliated with that business entity (each such business entity, a “Business Client”). In some circumstances, a Distribution Partner and/or a Business Client has negotiated end user terms of service which differ from those set forth in this document. If you are an end user who is obtaining Services from a Distribution Partner or from a Business Entity who has negotiated alternative terms of service, then those alternative terms of service are applicable to Your use of the Services. If you are unsure as to which terms of service apply to you, you should contact the Distribution Partner from whom you obtained the Services or the Business Client with which You are affiliated, as the case may be.

 

This Divide Terms of Use for Divide Solution (this “Agreement”), describes the terms and conditions under which you (“You”) are authorized by Enterproid, Inc. (“Divide” “We” or “Us”), to acquire and use the Divide Solution (as that term is defined below in this Agreement).

 

1. Definitions.

   

Documentation” means the applicable installation guide or standard end user documentation provided by or on behalf of Divide for the specific type and version of Software and/or Services which You have obtained.

   

Divide Solution” means the Software and the Services, along with the applicable Documentation.

   

Mobile Devices” means any wireless smartphone, tablet or other device on which the Software, or any portion thereof, has been designed by Divide to operate.

   

Service(s)” means any service provided to You by or on behalf of Divide (including, without limitation, (a) Divide’s “Divide Enterprise” service and (b) Divide’s “Divide Manager” service).

   

Software” means the proprietary Divide client software provided to You by or on behalf of Divide (including software, firmware, Documentation, interfaces, content and other data, whether or not technically considered software code and any and all updates or upgrades thereto for which other terms and conditions are not provided), or any portion thereof, designed for use on a Mobile Device.

 

Websites” means any website owned or maintained by Us, such as www.divide.com.

 

2.User Accounts and Registration.

   

2.1 User Accounts. As a user of the Services, You will represent Yourself accurately and truthfully at all times. We may grant access to various combinations or aspects of the Divide Solution to different users based upon the subscription entered into by each user (or the subscription entered into by the Business Client with which the end user is affiliated). Not all aspects of the Divide Solution will necessarily be available to all users. You agree to use only those aspects of the Service to which you subscribe, or are otherwise granted access, and always subject to the limits (such as the number of Mobile Devices and/or users) applicable to your subscription.

   

2.2 Registration. Other than accessing certain publicly available portions of the Websites, You must register via the Services in order to use the Divide Solution. You must complete the registration process by providing Us with true, current, complete and accurate information as prompted during the registration process, and You will maintain and promptly update such information to keep it true, current, complete and accurate. During the registration process, You must choose a user name and password. You are responsible for the robustness, and maintaining the confidentiality, of Your password(s), and You are fully responsible for all activities that occur under Your password(s) and account. You will notify Us immediately of any unauthorized use of Your account or any other breach of security. We will not be liable for any loss that You may incur as a result of someone else using Your password or account, whether with or without Your knowledge. You could, however, be held liable for losses incurred by Us or any other party due to someone else using Your account or password. You may not use anyone else’s account without the permission of the account holder. If You provide any information that is false, inaccurate, out of date or incomplete, or We have reasonable grounds to suspect that such information is false, inaccurate, not current or incomplete, We may suspend or terminate Your account and refuse any and all current or future use by You of the Divide Solution or any portion thereof. We do not necessarily control or endorse the content, messages or information found in any Services and, therefore, We specifically disclaim any liability with regard to such content, messages, or information.

   

3. Your Conduct and Use of the Divide Solution.

   

3.1 Condition of Use. Unless otherwise expressly provided in this Agreement, the Services are for Your personal (if You are an individual) or internal (if You are an entity) use, and You may not modify, copy, distribute, license, create derivative works from, transfer or sell any part of the Divide Solution, or Your rights to use or access them (such as Your user account) without written permission from Us. As a condition of Your use of the Divide Solution, You agree that You will not use the Divide Solution for any purpose that is unlawful or contrary to this Agreement. You may not use the Divide Solution in any manner that could damage, disable, overburden or impair the Services or interfere with anyone else’s use and enjoyment of them. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with the Divide Solution. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. The Divide Solution is intended solely for users who are 13 years of age or older. Any registration by, use of or access to the Divide Solution by anyone under 13 is unauthorized, unlicensed and in violation of this Agreement. By using the Divide Solution, You represent and warrant that You are 13 or older. We may terminate Your use of or access to the Divide Solution if We believe that You are under 13 years of age.

   

3.2 User Conduct. You agree that You will not use the Divide Solution to: (i) pretend to be Us or anyone else, or spoof Our or someone else’s identity; (ii) transmit spam, bulk or unsolicited communications; (iii) forge headers or otherwise manipulate identifiers (including URLs, IP addresses, or MAC addresses) in order to disguise the origin of any content transmitted through the Divide Solution; (iv) collect or store personal data about other users unless specifically authorized by such users; (v) harvest or collect email addresses or other contact information of other users from the Divide Solution by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (vi) misrepresent Your affiliation with a person or entity; (vii) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking or making threats of harm; (viii) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects anyone else’s ability to use the Services; (ix) register for a user account on behalf of an individual or entity other than Yourself, except to the extent that You are authorized by an entity to register on such entity’s behalf; (x) upload, post, transmit, share, store or otherwise make publicly available through the Services any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers and/or credit card numbers; (xi) solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; or (xii) post, transmit, share, store or otherwise make available any pictures or graphics other than those of persons whose image You are authorized to post, transmit, share, store or otherwise make available. We may at any time disclose any information as We deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove, in whole or in part, any information or materials sent or posted through the Services in Our sole discretion. You agree that We would be irreparably harmed by the use, by You or others, of the Divide Solution in connection with the transmission of unsolicited e-mail, newsgroup postings, or other similar activities (collectively, “Spam”), and that We are entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). We reserve the right to block, filter or delete Spam.

   

3.3 Use of Public Forums. Any information that is disclosed in public forums becomes public information. You should exercise caution when disclosing Your personal information. ALL MESSAGE BOARD POSTINGS ARE NON-CONFIDENTIAL AND NON-PROPRIETARY. IF YOU CHOOSE TO USE YOUR REAL NAME WHEN POSTING IN PUBLIC FORUMS, YOUR NAME WILL BE AVAILABLE TO AND VIEWABLE BY ANYONE. UNLESS OTHERWISE EXPLICITLY SPECIFIED BY US, YOU ARE NOT REQUIRED TO PUBLICLY USE YOUR REAL NAME IN PUBLIC FORUMS WE MAINTAIN, AND THE DECISION TO DO SO IS MADE AT YOUR SOLE DISCRETION.

   

3.4 Privacy Policy. Personally identifiable information (PII) that You provide in connection with Your registration for the Divide Solution is governed by our Privacy Policy. Our current Privacy Policy may be found at www.divide.com/legal/privacy.

   

3.5 Security. The Divide Solution may use a level of encryption data security for communications between Your Mobile Device and the Services. You have full responsibility for the establishment of appropriate security measures to control access to Your Mobile Device and the computer systems by which You otherwise access the Services (for example to perform administrative functions, including physical and network security), Your passwords and other aspects of security within Your control.

   

3.6 Feedback.

   

(i) Unless We have entered into a separate written agreement with You that explicitly states to the contrary, any information, feedback, questions, comments or the like that You provide to Us (“Submissions”) are provided to Us on a non-confidential and non-proprietary basis and will become and remain Our property. We have no obligations of any kind with respect to any Submissions and will be free to reproduce, use, disclose and/or distribute any Submissions for any purpose whatsoever, without limitation. We will also be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including, without limitation, developing, manufacturing, and marketing products or services incorporating such ideas, concepts or techniques without any payment obligation to any party. You will not knowingly provide us with any Submissions that are subject to third party intellectual property rights.

   

(ii) NEITHER WE NOR ANY OF OUR EMPLOYEES ACCEPT OR CONSIDER UNSOLICITED IDEAS ON A CONFIDENTIAL OR PROPRIETARY BASIS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. WE EMPHASIZE THIS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN OUR PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO US. PLEASE DO NOT SEND ANY UNSOLICITED IDEAS TO US IF YOU INTEND TO CONTINUE TO OWN THEM OR TREAT THEM AS CONFIDENTIAL.

   

4. Fees. We will provide certain products or services to You in accordance with Your subscription. There may be a recurring monthly (or other periodic) fee payable to Us by You (or by a third party on behalf of You) in consideration of Our provision to You of the Services to which You subscribe. If You procure Services via a Distribution Partner, Your payment of Fees in respect of such Services is governed by Your agreement with that Distribution Partner. Otherwise, the following terms apply: all Fees paid hereunder are non-refundable. In the event that legal action is necessary to collect on payments due hereunder, You will reimburse Us for all expenses incurred to recover sums due, including but not limited to attorneys’ fees and other legal expenses. All Fees are in U.S. dollars, unless otherwise specified.

   

5. Content Provided Via Third Party Links.

   

5.1 Third Party Links. The Divide Solution may provide links to other websites or online services not within Our control, including via hyperlinks and framing technology (each a “Linked Resource”). We have no discretion to alter, update, or control the content on a Linked Resource, and are not responsible if any Linked Resource is not working appropriately. We provide these links as a convenience only, and Our provision of a link to a Linked Resource is not an endorsement, authorization, sponsorship or affiliation with respect to such Linked Resource, its owners or its providers. There are inherent risks in using, retrieving, or relying upon any information found on the internet, and You accept these risks when You use, retrieve or rely upon any such information from a Linked Resource. You acknowledge and agree that We are not responsible for the availability of Linked Resources and are not responsible or liable for any content, advertising, products or other materials on or available from such Linked Resources. We will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any Linked Resource.

   

5.2 Advertising. We may display advertisements and promotions from third parties through the Divide Solution. Your correspondence or business dealings with, or participation in promotions of, such third parties, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such third party, including such third party’s use of Your PII. As described in the Privacy Policy, if You enable location tracking or location-based services through the Divide Solution, we may display advertisements and promotions that are tailored to Your then-current location.

   

6. Our Intellectual Property Rights. We or Our licensors retain all right, title and interest in and to the Divide Solution and portions thereof, including all intellectual property rights therein. Except as expressly authorized in writing by Us, You will not reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit or create derivative works of the Divide Solution, in whole or in part, by any means. You must not modify, decompile or reverse engineer any aspect of the Divide Solution and You must not remove or modify any copyright or trademark notice or other notice of ownership. We may have patents, patent applications, trademarks, copyrights or other intellectual property rights covering subject matter in the Divide Solution. Except as expressly provided in this Agreement, or as provided in a separate agreement between You and Us, the provision of the Divide Solution to You does not give You any license to these patents, trademarks, copyrights or other intellectual property. Your use of the Software is further governed by the terms of the Divide Application End User License Agreement, a current copy of which may be found at www.divide.com/legal/eula. Any rights not expressly granted herein are reserved to Us and Our licensors.

   

7. Indemnity and Disclaimer of Warranties.

   

7.1 Indemnity. You shall defend, indemnify and hold harmless Divide, including its suppliers, successors, agents, authorized distributors and assigns and each of their directors, officers, employees and independent contractors (each an “Divide Indemnified Party“) from any claims, damages, losses, costs or expenses (including, without limitation, reasonable lawyers’ fees and costs) incurred by an Divide Indemnified Party arising from: (a) infringement of patents or other intellectual property or proprietary rights arising from You combining with or using any device (other than a Mobile Device), system or service in connection with the Divide Solution or any portion thereof, except as expressly authorized in writing by Divide; (b) Your breach of any provisions of this Agreement; or (c) any injury, death, or property damage arising from Your negligence or misconduct in connection with Your use of the Divide Solution.

   

7.2 Disclaimers.

   

(i) YOUR USE OF THE DIVIDE SOLUTION IS AT YOUR SOLE RISK UNLESS EXPLICITLY STATED OTHERWISE IN AN AGREEMENT BINDING UPON US. THE DIVIDE SOLUTION IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. WE DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS OF THE DIVIDE SOLUTION.

   

(ii) WE MAKE NO WARRANTY OR REPRESENTATION THAT: (a) THE DIVIDE SOLUTION WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF ANY VIRUSES, TROJAN HORSES OR WORMS; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DIVIDE SOLUTION WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF THE DIVIDE SOLUTION WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE DIVIDE SOLUTION WILL BE CORRECTED.

   

(iii) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE DIVIDE SOLUTION. THE DIVIDE SOLUTION MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ASSUME NO RESPONSIBILITY FOR AND DISCLAIM ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS.

   

(iv) WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (a) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE SERVICES BY ANY PARTY; (b) ANY CONTENT PROVIDED ON LINKED RESOURCES; OR (c) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED RESOURCE.

   

(v) WE MAY MAKE CHANGES TO THE SERVICES, SOFTWARE, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS IN OR RELATED TO THE DIVIDE SOLUTION AT ANY TIME AND WITHOUT NOTICE.

   

8. Termination and Restriction of Access.

   

8.1 Termination. You may terminate this Agreement for any reason or for no reason at all, at Your convenience, by either providing written notice of termination or closing Your account for any Service for which we provide an account closing mechanism. We may, in Our sole discretion, terminate or suspend Your access to the Divide Solution or any portion thereof at any time. We will refund to You the Fees paid by You in advance of receiving the Services on a pro rata basis if We terminate Your access to the Divide Solution or any portion thereof without cause.

   

8.2 Effect of Termination. Upon termination of Your account and/or this Agreement, Your right to use the Divide Solution immediately ceases and You remain liable for all Fees and any other obligations You have incurred through the date of termination.

   

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, OUR SUPPLIERS, AND ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE DIVIDE SOLUTION, EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE DIVIDE SOLUTION; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE DIVIDE SOLUTION; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE DIVIDE SOLUTION, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU DOWNLOAD, USE, MODIFY OR DISTRIBUTE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OUR AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR LICENSORS, TO YOU OR ANY THIRD PARTIES FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE DIVIDE SOLUTION IS LIMITED TO THE FEES PAID BY YOU FOR YOUR USE OF THE DIVIDE SOLUTION IN THE TWELVE (12) MONTHS PRIOR TO THE TIME THE CLAIM AROSE. TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

   

10. Privacy and Personal Information. You consent to the collection, processing and storage by Us of Your personal information in accordance with the terms of Our Privacy Policy, a current copy of which may be found at www.divide.com/legal/privacy, which is incorporated herein by reference. You agree to comply with all applicable laws and regulations and the terms of Our Privacy Policy. You explicitly understand and agree that We may collect, store and process Your personal information on servers located inside and outside the United States and may, in the course of providing the Services, transmit Your personal information between and among various countries, states and other jurisdictions, including the United States.

   

11. General Terms.

   

11.1 Governing Law and Dispute Resolution. This Agreement is governed by the laws of the State of New York, excluding any body of law governing conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded from application to this Agreement. Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which You and We are unable to resolve after good faith negotiations, shall be submitted to final and binding arbitration to be conducted in New York, New York in accordance with the Commercial Rules of the American Arbitration Association (the “AAA Rules“) and shall be heard by one arbitrator appointed in accordance with the AAA Rules and to be mutually agreed to by You and Us within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. The costs associated with the arbitration proceedings shall be allocated by the arbitrator in connection with the arbitrator’s decision and/or award. No dispute between You and Us, or involving any person but You, may be joined or combined together, without Our prior written consent. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, We may institute legal or equitable proceedings in any court having jurisdiction over You, including proceedings seeking injunctive relief, for claims or disputes regarding Your violation or threatened violation of Our intellectual property rights or Your obligation to comply with all applicable laws. You hereby irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and submit to the jurisdiction of the courts located in the County of New York, New York for any such claims arising from or related to this Agreement. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement. You shall pay to Us all fees (including reasonable lawyers’ fees and costs) and related expenses expended or incurred by Us in the enforcement of Our rights hereunder. If You access the Divide Solution from outside the United States, You are responsible for compliance with all applicable laws.

   

11.2 Notice. We may provide notice to You via email, regular mail or posting notices or links to notices on the Divide Solution. We may modify, suspend or terminate the Divide Solution (or any part thereof), and/or Your use of or access to them, with or without notice to You. We will not be liable to You or any third party for any modification, suspension or termination of the Divide Solution or loss of related information. We may update or change the terms, conditions and notices for the Divide Solution from time to and You are responsible for regularly reviewing these terms, conditions and notices. Continued access to or use of the Divide Solution after any such change shall constitute Your consent to such change. Unless explicitly stated otherwise, any new features of the Divide Solution will be subject to this Agreement, as modified from time to time.

   

11.3 Modification and Assignment. No modification to this Agreement by You will be binding on Us, unless in writing and signed by Our authorized representative. We may amend this Agreement at any time by posting notice of the change at http://www.divide.com/legal. So, You should regularly review that site for changes. If You continue to use the Divide Solution after notice of the change has been posted, You shall be deemed to have accepted the revised Agreement. You must not assign or otherwise transfer the Agreement or any right granted hereunder. We may assign this Agreement at any time with or without notice to You.

   

11.4 Irreparable Harm. You agree that any material breach of Sections 3 or 6 of the Agreement will result in irreparable harm to Us for which damages would be an inadequate remedy and, therefore, in addition to Our rights and remedies otherwise available at law, We will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if We seek such an injunction.

   

11.5 Export. The Divide Solution, or portions thereof, may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply with all such laws and, in particular, shall: (i) obtain any export, re-export, or import authorizations required by any applicable laws; (ii) not provide the Divide Solution to prohibited countries and entities identified in all applicable export regulations, including those of the United States.

   

11.6 Waiver and Severability. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Agreement is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Agreement will remain in full force and effect.

   

11.7 Third Party Beneficiaries. Our directors, officers, employees and suppliers are intended third party beneficiaries of Sections 6, 7, 9 and 11 of this Agreement.

   

11.8 Survival. All terms and conditions in this Agreement shall survive any termination of this Agreement.

   

11.9 Headings. Heading herein are for convenience of reference only and will in no way affect interpretation of the Agreement.

   

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Effective Date: January 13, 2014