RelatedMatters, Inc. – End User License Agreement
IMPORTANT – PLEASE READ THIS AGREEMENT
1.1 What's Included in "Software". RelatedMatters offers multiple software products for download, including TeamRelate™ and TwoRelate™. "Software" means any RelatedMatters product that End User orders from RelatedMatters and/or downloads from RelatedMatters. The term "Software" also includes (a) technical data, images, recordings, documentation and other related materials; (b) any Updates (defined below) to the Software; (c) any add-ons, plug-ins, APIs or Internet-based components of the Software provided by RelatedMatters (but not third parties) ("Supplementary Software"); and (d) any third party software embedded in or provided with RelatedMatters' software ("Embedded Software"). End User's detailed rights to use Software are in Section 2 below. To be clear, any add-ons, plug-ins, APIs or other code offered by third parties or created by End User itself are not included in the term, "Software," and RelatedMatters shall not be responsible for and does not offer any warranty, indemnity or support for those items.
1.2 The "Products". This Agreement uses the term "Product" or "Products" to refer to the Software and/or Services.
1.3 Limits on Authorized Users. When buying a subscription to the Software, End User pays fees for a specific number of users, which are counted based on number of then-authorized users for Software ("Authorized Users"). End User designates Authorized Users through the Products. Authorized Users may include End User's employees, representatives, consultants, contractors and agents. End User may add Authorized Users for additional fees. End User is responsible for all use of the Products by its Authorized Users and their compliance with this Agreement.
2.1 Software, Generally. RelatedMatters grants End User a limited, worldwide, non-exclusive, non-transferable, non-sublicenseable right to use the Software (which includes any Updates and Supplementary Software), subject to the terms and conditions of this Agreement. Software subscriptions shall be automatically renewed in accordance with the terms and conditions of this Agreement unless terminated as described in this Agreement. Only Authorized Users may use the Software, and only up to the permitted number of concurrent Authorized Users. All use of Software shall be in accordance with the relevant RelatedMatters documentation and policies (collectively, the "Policies")
2.2 Access Rights. End User may access and use the Services during the applicable Subscription Term (defined in Section 2.3 below), subject to the terms and conditions of this Agreement. Only Authorized Users may use the Services, and only up to the permitted number of Authorized Users. All use of the Services shall be in accordance with the relevant RelatedMatters Policies
2.3 Subscription and Renewals. End User selects its initial Subscription Term (defined below), which in accordance with the Price Points may be a month, year, or other mutually agreed period, at the time of order. Upon the expiration of the initial Subscription Term, this Agreement shall automatically renew for successive terms of the same period (but no longer than one (1) year each) unless either End User or RelatedMatters notifies the other in writing of its non-renewal at least thirty (15) calendar days prior to the expiration of the then-current Subscription Term. Renewals shall be charged at RelatedMatters' then current rates as provided in the Price Points and posted on the Web site, unless otherwise agreed in writing. RelatedMatters shall, at its discretion, either (i) charge End User using the credit card on file on or after the expiration date; or (ii) send End User an invoice. For purposes of this Agreement, "Subscription Term" means the initial term and any subsequent renewals or extensions thereof.
2.4 End User Data. Unless otherwise specified, End User shall retain ownership of any data or other content or information that End User provides or enters into the Product. End User agrees not to submit any content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, that encourages conduct that would be considered a criminal offense or give rise to any civil liability. End User agrees that RelatedMatters may, in its sole discretion, delete or remove any End User Data at any time and with or without notice.
RelatedMatters may also use aggregate information to measure general usage patterns and characteristics of its user base and otherwise to improve its products and services, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information will not reference names, phone numbers, email addresses, or other personally identifiable information, and it will be not traceable to a specific recipient or user email address.
2.5 End User Responsibility for Systems. End User is responsible for its own Internet connection and must use software, systems and equipment compatible with the Products, as RelatedMatters specifies in its Policies. Any End User web browsers and other software must support the Secure Socket Layer (SSL) protocol or other protocols accepted by RelatedMatters. RelatedMatters is not responsible for any End User Data lost, altered, intercepted or stored across networks not owned or operated by RelatedMatters.
3.1 Accounts and Passwords. End User shall provide and at all times maintain accurate, current and complete information (including email address and credit card information) when registering with RelatedMatters and ordering Products. End User shall promptly update this information if any of it changes. This is important, because RelatedMatters may send notices, statements and other information to End User by email. End User shall keep all its Authorized Users' passwords and usernames confidential and shall not share them with third parties. End User shall be responsible for all actions taken through its accounts.
3.2 Conditions on Use of Products. End User shall not, and shall not allow any Authorized User or other third party to: (a) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) any Product to any third party (for use in its business operations or otherwise) or anyone other than Authorized Users in accordance with this express terms of this Agreement, or permit anyone other than Authorized Users to use any data or information not owned by End User that is generated by the Products (and, in the event End User grants any security interest in any Products, the secured party has no right to use or transfer the Products); (b) use any Product to provide, or incorporate any Product into any product or service provided to, a third party, except as expressly permitted above; (c) reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to Products (including any data structure or similar materials produced by the Products), except to the extent expressly permitted by applicable law despite this prohibition (and then only upon advance written notice to RelatedMatters); (d) modify, adapt or create derivative works of a Product (excluding authorized End User modifications or End User plug-ins); (e) remove or obscure any proprietary or other notices of RelatedMatters (including any information or data generated by the Products); (f) publicly disseminate information regarding the performance of Products; (g) use any Product for commercial solicitation purposes or spam; or (h) commit any act or omission that could result in damage to RelatedMatters or its Products. End User will not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any restrictions contained in this Agreement.
3.3 Indemnification. End User shall indemnify, defend and hold harmless RelatedMatters from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach or default by End User (including any Authorized Users) of this Agreement, (b) any End User Data, (c) any End User modifications, or other modifications of or combinations with a Product, or any service or product offered by End User in connection with or related to a Product, or (d) any representations or warranties made by End User (including any Authorized User) regarding a Product to third parties. This indemnification obligation is subject to End User receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for End User to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that RelatedMatters may participate in the claim at its own expense and End User shall not settle any claim without RelatedMatters' prior written consent; and (iii) all reasonable necessary cooperation of RelatedMatters at End User's sole expense.
4.1 General. End User shall pay all fees by their due date specified in the Price Points at the time of order or renewal or otherwise within thirty (30) calendar days of the date of RelatedMatters' invoice or notice. Late payments shall be subject to interest charges of one percent (1.0%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses. End User shall continue to be charged during any period of suspension. In event of any termination, End User shall pay the unpaid balance due calculated in accordance with this Section, the Price Points, and this Agreement. RelatedMatters may charge such unpaid fees and charges to End User's credit card or otherwise bill End User for such unpaid fees and charges. End User acknowledges that it is not relying on the future availability of any Products (including any Embedded Software) in agreeing to or making its payments hereunder.
4.2 Taxes. Payments made by End User under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by RelatedMatters, End User shall pay to RelatedMatters the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, End User may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, End User shall have the right to provide to RelatedMatters with any such exemption information and RelatedMatters shall use reasonable efforts to provide such invoicing documents as may enable End User to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
RelatedMatters reserves all rights not expressly granted to End User in this Agreement. The Products (including any content or information contained therein) are protected by copyright and other intellectual property laws and treaties. RelatedMatters owns the title, copyright, and other intellectual property rights in the Products (excluding Embedded Software) and all copies, modifications and derivative works of the Products and underlying software (including any incorporating Feedback (as defined below)) (collectively, "RelatedMatters Technology"), and End User does not acquire any ownership rights in RelatedMatters Technology. All Products are licensed, not sold.
"Feedback" means any feedback, comments, suggestions or materials (including, to the extent disclosed to RelatedMatters, any End User Modifications) that End User may provide to RelatedMatters about or in connection with the Products, including any ideas, concepts, know-how or techniques contained therein. End User may provide Feedback in connection with Maintenance and otherwise. End User hereby grants RelatedMatters an unlimited, worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Products. End User agrees that RelatedMatters may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise. RelatedMatters shall have no obligation to attribute credit to End User for any Feedback. For clarity, no Feedback will be deemed End User's Confidential Information, and nothing in this Agreement (including Section 6 (Confidentiality)) limits RelatedMatters' right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
Except as otherwise set forth in Section 5 (RelatedMatters' Ownership Rights; Feedback) above, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any RelatedMatters Technology, algorithms, performance information relating to the Products, and the terms and conditions of this Agreement shall be deemed Confidential Information of RelatedMatters without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
This Agreement will continue so long as End User has a subscription to the Software. unless earlier terminated. In its discretion, RelatedMatters may suspend or terminate this Agreement and End User's account, with respect to one or more of the Products, if End User fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. RelatedMatters may terminate any free account or evaluation usage at any time in its sole discretion.
Subject to the terms and conditions contained in this Agreement, End User may terminate this Agreement at any time with notice to RelatedMatters.
Immediately upon termination of any license granted under this Agreement, End User's subscription to Software will cease, and End User shall at its own cost, cease using (and require all Authorized Users, and anyone else to cease using) all of the Products. End User shall not be entitled to credits or refunds for any unused portion of this Agreement, including but not limited to unused maintenance and support.
All payment and other obligations accrued as of the date of any expiration or termination of this Agreement will survive expiration or termination and shall be due and payable to RelatedMatters within ten (10) calendar days of such expiration or termination.
Subject to the remainder of this Section 8, RelatedMatters shall indemnify, defend and hold End User harmless against a claim to the extent based on an allegation that End User's use of a Product (in the form provided by RelatedMatters) in compliance with this Agreement infringes a United States patent or registered copyright ("Claim"), and shall pay those damages and costs finally awarded against End User by a court of competent jurisdiction or agreed to in writing by RelatedMatters as settlement, as a result of such Claim, provided, however, that RelatedMatters is (i) promptly notified and furnished a copy of such Claim, (ii) given all relevant evidence in End User's possession, custody or control, and (iii) given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement. RelatedMatters will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of a Product in combination with any non-RelatedMatters product, software or equipment; (ii) use of a Product in a manner or for an application other than for which it was designed or intended to be used, regardless of whether RelatedMatters was aware of or had been advised of such use; (iii) modifications to a Product by any person or entity other than RelatedMatters; or (iv) other circumstances or occurrences that are covered in End User's indemnification obligations in Section 3.3.
If a Product becomes, or in the opinion of RelatedMatters may become, the subject of a Claim, RelatedMatters may, at its option and in its discretion: (i) procure for End User the right to use the Product free of any liability; (ii) replace or modify the Product to make it non-infringing; or (iii) terminate End User's right to continue using such Product and refund, in the case of Software, any subscription fees related to this Software paid by End User (depreciated on a three-year straight line basis), together with any prepaid amounts for the service no longer being provided.
This Section 8 states the sole liability of RelatedMatters and the exclusive remedy of End User for any infringement of intellectual property rights in connection with any Product or other items provided by RelatedMatters under this Agreement.
9.1 EXPRESS WARRANTY. TO THE EXTENT RELATEDMATTERS HAS DESIGNED THE PRODUCT AND ITS COMPONENTS, RELATEDMATTERS WARRANTS TO END USER THAT, FOR THE TERM OF THE AGREEMENT, THE PRODUCT SHALL BE FREE FROM MATERIAL DEFECTS. TO THE EXTENT THE PRODUCT IS MODIFIED, ADJUSTED, REFINED OR OTHERWISE MANIPULATED IN ANY WAY BY ANY ENTITY OTHER THAN RELATEDMATTERS OR ITS AUTHORIZED AGENT(S), THE WARRANTIES CONTAINED IN THIS SECTION 9.1 SHALL BECOME IMMEDIATELY NULL AND VOID.
9.2 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, RELATEDMATTERS AND ITS THIRD PARTY SUPPLIERS/LICENSORS PROVIDE THE PRODUCTS ON AN "AS IS" AND WITH ALL FAULTS AND WITH NO WARRANTY EXCEPT THE EXPRESS WARRANTY SET FORTH IN SECTION 9.1 ABOVE, AND HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, RELATEDMATTERS MAKES NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PRODUCTS WILL MEET END USER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY END USER THROUGH THE PRODUCTS WILL MEET END USER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELATEDMATTERS AND ITS THIRD PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO, AND ASSUME NO LIABILITY FOR, ANY PRODUCTS PROVIDED ON AN EVALUATION BASIS. IN ADDITION, RELATEDMATTERS AND ITS THIRD PARTY LICENSOR/SUPPLIERS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF RELATEDMATTERS.
END USER UNDERSTANDS THAT THE FEES WILL BE BILLED TO ITS CREDIT CARD. ANY END USER OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, END USER'S EMPLOYEES AND/OR AGENTS, ACKNOWLEDGE THAT USING A CREDIT CARD NUMBER ON THE INTERNET MAY INVOLVE CERTAIN SECURITY RISKS. FOR EXAMPLE, CREDIT CARD NUMBERS COULD BE INTERCEPTED EN ROUTE AND/OR USED BY UNAUTHORIZED THIRD PARTIES. ACCORDINGLY, RELATED MATTERS SHALL NOT BE RESPONSIBLE, EITHER DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY OR IN CONNECTION WITH THE USE OF THE SOFTWARE OR RELIANCE UPON ANY FINANCIAL PRODUCTS OR SERVICES THAT MAY BE AVAILABLE ON OR THROUGH THE SOFTWARE BY END USER, ITS EMPLOYEES, AGENTS AND/OR CUSTOMERS. RELATEDMATTERS SHALL NOT BE RESPONSIBLE FOR ANY MISUSE BY END USER OF THE ELECTRONIC BILLING SYSTEM, INCLUDING, BUT NOT LIMITED TO, FRAUD OR EMBEZZLEMENT ON THE PART OF END USER'S EMPLOYEES, AGENTS, AND/OR CUSTOMERS.
END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE APPLICABLE LIMITED WARRANTY PERIOD.
10.1 MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO (1) THE PARTIES' INDEMNIFICATION OBLIGATIONS IN SECTION 3.3 AND 8 OR (2) END USER'S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO THE PRODUCTS, NOTWITHSTANDING ANY DAMAGES EITHER PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF EITHER PARTY TO THIS AGREEMENT UNDER ANY PROVISION OF THIS AGREEMENT AND THE OTHER PARTY'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE ACTUAL DAMAGES SUCH PARTY INCURS, UP TO THE AMOUNT ACTUALLY PAID BY END USER FOR SUCH SOFTWARE, DEPRECIATED ON A THREE-YEAR STRAIGHT LINE BASIS.
10.2 OTHER DISCLAIMERS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR END USER'S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO PRODUCTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUE) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. END USER SPECIFICALLY UNDERSTANDS AND AGREES THAT RELATEDMATTERS DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO LOSS, LOSS OF USE OR CORRUPTION OF ANY END USER DATA (OR OTHER DATA END USER MAY PROVIDE) AND THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE GOODS.
10.3 Failure of Essential Purpose. The parties agree that the limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
10.4 Force Majeure. Neither party shall be deemed in default or otherwise liable under this Agreement if the inability or failure to perform its obligations under this Agreement arises out of causes beyond the control and without the fault or negligence of said party. Such causes may include, but are not restricted to, fire, earthquake, flood, unusually severe weather, epidemic, quarantine restrictions, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, insurrection, sabotage, transportation delay, shortage of raw materials, shortage of energy, machinery or equipment, act of public enemy, embargo, war, acts of God or the public enemy, acts of the government (municipal, county, state or national) in its sovereign or contractual capacity, acts of the judiciary, any ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or similar cause beyond that party's control. If such event continues for more than thirty (30) calendar days, either party may terminate the Agreement upon written notice to the other party.
RelatedMatters may identify End User as a customer in Product promotional material. End User may request that RelatedMatters cease identifying End User at any time by submitting an email to firstname.lastname@example.org. Requests may take 30 days to process.
End User shall not assign this Agreement without the prior written consent of RelatedMatters (which consent shall not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Agreement. RelatedMatters may assign its rights and obligations under this Agreement in whole or in part without consent of End User. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
13.1 Governing Law; Venue. This Agreement is governed by and shall be construed in accordance with the laws of the State of Georgia, USA, to the exclusion of any conflict of laws principles. Subject to Section 13.2 below, all disputes relating to this Agreement shall be brought before the applicable courts in Cobb County, Georgia, USA, and End User irrevocably agrees to submit to exclusive personal jurisdiction therein. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation thereof) and the United Nations Convention on Contracts for the International Sale of Goods will not apply with respect to this Agreement or the parties' relationship.
13.2 Arbitration. Any dispute arising under or relating to this Agreement shall be determined by arbitration. Except for any claim seeking the exercise of the injunctive or equitable powers of a court of competent jurisdiction, any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement, shall be settled by arbitration in accordance with Georgia code. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if End User is an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
13.3 Export Requirements. End User shall not export or re-export, directly or indirectly, the Products or any copy or adaptation in violation of any applicable laws or regulations. Without limiting the generality of the foregoing, hardware, software, technology or services provided under this Agreement may not be exported, re-exported, transferred or downloaded to persons or entities listed on the U.S. Department of Commerce Denied Persons List, Entity List of proliferation concern or on any U.S. Treasury Department Designated Nationals exclusion list, or to parties directly or indirectly involved in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations (15 CFR 744). By accepting this Agreement, End User hereby certifies that it is not located in (or a national resident of) any country under U.S. economic embargo, not identified on any U.S. Department of Commerce Denied Persons List, Entity List or Treasury Department Designated Nationals exclusion list, and not directly or indirectly involved in the development or production of nuclear, chemical, biological weapons or in missile technology programs as specified in the U.S. Export Administration Regulations.
13.4 Severability. If any term or provision herein is found or deemed by a court of competent jurisdiction to be illegal or unenforceable, they shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.
13.5 Waiver. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein which by their nature extend beyond the termination of any license of the Product will remain in effect until fulfilled
13.6 Amendment. This Agreement may not be modified or amended except as described on the first page of this Agreement or otherwise with the written agreement of RelatedMatters (which may be withheld in its complete discretion without any requirement to provide reasons)
13.7 Attorneys' Fees. If any legal proceeding, arbitration or other action is brought or threatened for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, and the prevailing party in any such action(s) should incur any legal fees, including, but not limited to, attorneys' fees, paralegal fees, expert witness fees and other similar costs, the successful or prevailing party or parties to any such dispute or action shall be entitled to recover their reasonable attorneys' fees and additional legal costs incurred, together with any other relief to which they may otherwise be entitled, as determined by an arbitrator, judge at trial, or upon appeal or petition.
13.8 Headings. All headings in this Agreement are inserted only for convenience and ease of reference, and are not to be considered in the construction or interpretation of any provision of this Agreement. As used herein, "including" (and its variants) means "including without limitation" (and its variants)
13.9 Injunctive Relief. If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement
13.10 No Partnership; Employees. Nothing herein shall be construed to place the parties in the relationship of partners or joint venturers, and neither party shall have the right to bind the other in any manner whatsoever. Nothing in this Agreement shall give either party the right to control or direct the employees of the other. The parties intend that each of the parties shall act solely as an independent contractor and not as an employee of the other party.
Your click of the "I Agree" button is a symbol of your signature that you accept the terms of this Agreement.
Last Updated on February 24, 2014.