for Enterproid System
By accessing the Services in any way (including browsing any website owned or maintained by Us, such as www.enterproid.com, collectively, the “Websites”), using any service provided by Us or on Our behalf (including the Divide service), downloading, ordering, purchasing, accessing or otherwise using any materials related to the Services (including Software), You agree to and are bound by this Agreement. If You are using the System on behalf of Your employer, You represent and warrant that You are authorized to accept this Agreement on Your employer’s behalf, or that someone so authorized has already done so.
If you use the Software, including any customization toolkit to generate, sign, and/or publish versions of the client software (i.e. “Custom Clients,” as defined below) for use in connection with the iOS operating system, You represent and warrant that You, (1) have entered into an iOS Developer Program License Agreement with Apple Inc. (or one of its affiliates) (Your “Apple DPLA”), (2) are currently and at all times during the term of this Agreement will remain, in compliance with all of the terms and conditions of Your Apple DPLA, and (3) have been issued certificates by Apple and have the right to compile and sign with Your own certificate the Custom Clients.
I. User Accounts and Registration
User Accounts. As a user of the Services, You will represent Yourself (including Your authorized Users, if you are an entity or acting on behalf of an entity) accurately and truthfully at all times. We may grant access to various combinations of aspects of the System to different users, which access may be based upon the subscription entered into by each user – not all aspects of the System will necessarily be available to all users. You agree to only use those aspects of the Service to which You subscribe, or are otherwise granted access, and only subject to the limits applicable to Your subscription.
Registration. Other than accessing certain publicly available portions of the Websites, You must subscribe in order to use the System. This subscription may be directly with Us, or may be through Your employer and/or via a fulfillment channel. You must complete the registration process by providing Us with true, current, complete and accurate information as prompted by the applicable registration form, 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 password. You are responsible for the robustness of, 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. However, You could 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 System 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.
II. Your Conduct and Use of the System
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 (except as may be specifically authorized in connection with a customization toolkit), transfer or sell any part of the System, 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 System, You agree that You will not use the System for any purpose that is unlawful or contrary to this Agreement. You may not use the System 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 System. 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 System is intended solely for users who are 13 years of age or older. Any registration by, use of, or access to the System by anyone under 13 is unauthorized, unlicensed and in violation of this Agreement. By using the System, You represent and warrant that You are 13 or older. We may terminate Your use of or access to the System if We believe that You are under 13 years of age.
User Conduct. You agree that You will not use the System 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 System; (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 System 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 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 System 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.
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.
Security. The System encrypts communications between Your Mobile Device (defined below) 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.
Feedback. 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.
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.
Service Fees. We will provide certain products or services to You in accordance with Your subscription. There may be a subscription fee payable to Us by You (or a third party on Your behalf) in consideration of Our provision to You of the Services to which You subscribe. All Fees paid hereunder are non-refundable. In the event that legal action is necessary to collect payments due hereunder, You will reimburse Us for all expenses incurred to recover amounts due, including but not limited to attorneys’ fees and other legal expenses. All Fees are in U.S. dollars, unless otherwise specified in the Services. You understand that if Fees owed to Us by You, or on Your behalf, are overdue, We may suspend or terminate Your access to the Services in addition to any other remedies We may have. Service Fees may be sold in the form of Divide Credits, which are decremented daily (or otherwise periodically) in accordance with subscription levels and activated users.
IV. Content Provided Via Third Party Links
Third Party Links. The System may provide links to other websites or online services not within Our control (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, sponsorship, or affiliation with respect to such Linked Resource. 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 incurred in connection with use of or reliance on any such content, goods or services available on or through any Linked Resource.
V. Intellectual Property Rights
License Grant. The Software is licensed and not sold under this Agreement. Subject to the terms and conditions herein and during the term of Your subscription to the System, this Agreement grants You a personal, revocable, non-exclusive, non-transferable license that permits You (i) in the case of any Client Software or Application Software, to install and use such Software on any wireless smartphone, tablet or other device on which Software or any portion thereof, has been designed by Us to operate (collectively “Mobile Devices”) solely to access the Services for Your own internal or personal purposes and only as part of the System, or (ii) in the case of any Customization Toolkit, to install and use such Software solely to create a custom client app, (a “Custom Client”). Any Custom Client may only be used in connection with the Services and in accordance with all related documentation. You may not use the Software (including any Custom Client) on a standalone basis or otherwise not in connection with the Services. For clarity, it is understood that We may enable a third party to provide mobile device management (MDM) services interfacing with and/or configuring the software client You install on Your Mobile Device and/or the backend platform used to power Our Services, and the use of the Software in connection with such MDM would not be a violation of this Agreement. Your license to use the Software is conditional upon compliance with this Agreement.
Updates and Upgrades. This Agreement and the license granted herein do not imply any rights or entitlement to future upgrades or updates of the Software. Notwithstanding the foregoing, the Software may include functionality to automatically check for and install updates or upgrades to the Software. Unless You configure Your Mobile Device to preclude upgrades or updates to the Software, You hereby agree that We may (but are not obligated to) from time-to-time make such updates or upgrades available to You, and/or install such updates or upgrades on Your Mobile Devices automatically. Any such updates or upgrades shall be subject to the terms and conditions of this Agreement unless such updates or upgrades are provided to You under other, or additional, terms and conditions, in which case such terms and conditions shall apply. Certain updates may be mandatory in order for You to receive continued access to the Services, and if You have disabled automatic installation of upgrades and updates, You will need to install such updates and upgrades manually.
You may not modify the Software (except for the creation of Custom Clients where you have subscribed to the appropriate subscription); and Except to the extent expressly permitted by law, You may not reverse-engineer, decompile, copy, reproduce or in any other manner duplicate the Software, in whole or in part, except as authorized in this Agreement.
Our Intellectual Property Rights. We or Our licensors retain all right, title and interest in and to the System and portions thereof, including all intellectual property rights therein and any embodiment of Our intellectual property in any Custom App. 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 System, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any aspect of the System, and You must not remove or modify any copyright or trademark notice, or other notice of ownership. For clarity, use of a customization toolkit in accordance with the Services and any related documentation to create a Custom Client is not a violation of this section. We may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the System. Except as expressly provided in this Agreement, or as provided in a separate agreement between You and Us, neither the provision of the System to You nor Your creation of a Custom Client gives You any license to these patents, trademarks, copyrights, or other intellectual property, beyond that required for Your use of the System in accordance with the documentation and Your subscription. Any rights not expressly granted herein are reserved to Us and Our licensors.
Third Party Licenses and Copyright Notices. Certain third party software which may be distributed with or incorporated into various aspects or versions of the Client software requires that certain notices be published along with the Client software. These licenses are available at www.divide.com/legal.
Notice for Making Claims of Copyright Infringement.
We respect the intellectual property rights of third parties. We will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA") or other applicable similar laws in jurisdictions other than the United States. Pursuant to the DMCA, written notification of claimed copyright infringement in the United States must be submitted to the following Designated Agent:
Name of agent designated to receive notification of claimed infringement:
Attention: Copyright Notices
Full address of designated agent to which notification should be sent:
Attn: Copyright Notices
56 West 22nd Street 10/F
Telephone number of designated agent:
Facsimile number of designated agent:
E-mail address of designated agent:
To be effective, the notification must include the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (d) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
VI. Indemnity and Disclaimer of Warranties
Indemnity. You will indemnify, defend and hold Us, and Our subsidiaries, affiliates, officers, managers, agents, licensors, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party relating to or arising out of Your use of the System, Your violation of, or breach of any representation or warranty provided under, this Agreement, or Your violation of anyone else’s rights. We may terminate Your account, and/or Your subscription or other access to the System if We determine in Our sole discretion that You have infringed a third party’s rights.
YOUR USE OF THE SYSTEM IS AT YOUR SOLE RISK UNLESS EXPLICITLY STATED OTHERWISE IN AN AGREEMENT BINDING UPON US. THE SYSTEM 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 SYSTEM.
WE MAKE NO WARRANTY OR REPRESENTATION THAT: (a) THE SYSTEM 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 SYSTEM WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF THE SYSTEM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE SYSTEM WILL BE CORRECTED.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE SYSTEM. THE SYSTEM MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ASSUME NO RESPONSIBILITY FOR AND DISCLAIM ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS OR OMISSIONS.
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.
WE MAY MAKE CHANGES TO THE SERVICES, SOFTWARE, PRICES, TECHNICAL SPECIFICATIONS, PRODUCT OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS IN OR RELATED TO THE SYSTEM AT ANY TIME AND WITHOUT NOTICE.
VII. Termination and Restriction of Access
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 System 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 System or any portion thereof without cause. To the extent You access the System through any Custom Client for the iOS operating system, this Agreement terminates automatically without any action by any party upon termination for any reason of Your Apple DPLA.
Effect of Termination. Upon termination of Your account and/or this Agreement, (i) Your right to use the System immediately ceases and You remain liable for all Fees and any other obligations You have incurred through the date of termination; and (ii) You will immediately discontinue all use of the Software and uninstall and delete, or disable if uninstallation and deletion are impossible, all copies of the Software that are in Your possession or control.
VIII. 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 SYSTEM, 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 SYSTEM; (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 SYSTEM; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE SYSTEM, 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 SYSTEM IS LIMITED TO THE FEES PAID BY YOU FOR YOUR USE OF THE SYSTEM 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.
IX. Privacy and Personal Information
X. General Terms
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. You and We 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 System from outside the United States, You are responsible for compliance with all applicable laws.
Notice. We may provide notice to You via email, regular mail, or posting notices or links to notices on the System. We may modify, suspend or terminate the System (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 System or loss of related information. We may update or change the terms, conditions, and notices for the System from time to and You are responsible for regularly reviewing these terms, conditions, and notices. Continued access to or use of the System after any such change shall constitute Your consent to such change. Unless explicitly stated otherwise, any new features of the System will be subject to this Agreement, as modified from time to time.
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.enterproid.com/legal, so You should regularly review that site for changes. If You continue to use the Software 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.
Irreparable Harm. You agree that any material breach of Sections II or V 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.
Export. The System, 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 System to prohibited countries and entities identified in all applicable export regulations, including those of the United States.
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.
Third Party Beneficiaries. Our directors, officers, employees and suppliers are intended third party beneficiaries of Sections 5, 6, 8, and 10 of this Agreement.
Survival. All terms and conditions in this Agreement, other than the License granted in Section V.A, shall survive any termination of this Agreement
Headings. Headings herein are for convenience of reference only and will in no way affect interpretation of the Agreement.
Updated: 19 March 2013