“ Customer Materials ” means all proprietary information, data (including, without limitation, Customer Data), and other materials, that is submitted, posted, collected, transmitted or otherwise accessed by you through your own systems or third-party systems related to your business, products or services, all in connection with your use of the Licensed Platform.
“ Documentation ” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device list, API reference and other similar materials in hard copy or electronic form provided to you by Solvuu (including any revised versions thereof) to assist with or describe the Licensed Platform and its associated capabilities and requirements, which may be updated from time to time and made generally available on Solvuu’s website.
“ Licensed Platform ” means a customer-specific instance of Solvuu’s software-as-a-service data science platform.
“ Person ” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
“ Third Party Services ” means compatible third party services, products, technology and content that may be accessed, interacted with, or interfaced with through the use of the Licensed Platform.
Provision of Access . Subject to your compliance with the terms and conditions of this Agreement, including the restrictions set forth in Section 2(b), Solvuu hereby grants to you a limited, worldwide, non-exclusive, non-transferable (subject to Section 15(f)), non-sublicensable right to use, access or operate the Licensed Platform for your internal business purposes.
Use Restrictions . You will not use the Licensed Platform in any manner beyond the scope of the rights expressly granted in this Agreement. You will not at any time, directly or indirectly, and will not permit any Person to: (i) modify or create derivative works of the Licensed Platform, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Licensed Platform, in whole or in part; (iii) sell, resell, rent or lease use of the Licensed Platform to any other Person, or otherwise allow any Person to use the Licensed Platform for any purpose other than for your benefit in accordance with this Agreement; (iv) use the Licensed Platform to store, transmit, upload or post any infringing, libelous or otherwise unlawful or tortious material, or any Individually identifiable health information, or any data (including, without limitation, any Customer Data) for which it does not have the necessary consents or rights to store, transmit, upload or post (as applicable) in connection with the Licensed Platform; (v) interfere with, or disrupt the integrity or performance of, the Licensed Platform, or any data or content contained therein or transmitted thereby; (vi) access or search the Licensed Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Licensed Platform features provided by Solvuu for use expressly for such purposes; or (vii) use the Licensed Platform or any other Confidential Information of Solvuu for any commercial or competitive purposes, including to create any product or service that competes with, or is designed to compete with, any of Solvuu’s products or services.
User Access . You will not permit any other Person to access, use or operate the Licensed Platform. You will use all reasonable means to secure user names and passwords, hardware and software used to access the Licensed Platform in accordance with customary security protocols, and will promptly notify Solvuu if you know or reasonably suspect that any user name and password has been compromised. Your account for access to and use of the Licensed Platform may only be accessed and used by you. You represent that you have not and will not misrepresent your identity or otherwise provide any deceptive or misleading profile information or image in the creation of your account with Solvuu to use the Licensed Platform.
Updates . Solvuu may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Licensed Platform and may, in its discretion, make them available to you (collectively, “ Updates ”). You hereby acknowledge that such Updates may be required to use certain features or components of the Licensed Platform, and you hereby agree (i) that you will promptly install any Updates that Solvuu requires or makes available; and (ii) to the automatic installation of the Updates if performed by or on behalf of Solvuu.
Reservation of Rights . Nothing in this Agreement or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to the Licensed Platform or any other products or services offered by Solvuu (or any intellectual property rights in the foregoing), other than as expressly set forth in this Agreement. As between the Parties, Solvuu will exclusively own all right, title and interest in and to the Licensed Platform and any and all improvements, enhancement, modifications or derivative works to the foregoing (and all intellectual property rights in any of the foregoing). All intellectual property rights and related rights created in any such improvements, enhancements, modifications and derivative works will vest solely in Solvuu upon creation, and to the extent that sole ownership does not originally vest in Solvuu, you hereby automatically and irrevocably assign, and agree to irrevocably assign to Solvuu, any and all such intellectual property rights. You shall take any and all actions and execute any and all documents necessary to give effect to the preceding sentence.
Payments . All payments made under this Agreement to Solvuu will be made in U.S. dollars by credit card, and will be non-refundable. You hereby authorize Solvuu, through a third-party credit card processor, to charge your credit card for the applicable fees. The Licensed Platform will only be made available if the agreed upon fees are paid in full, and access to the Licensed Platform may be suspended for the time that any such fees are due and not paid.
Taxes . You will be responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to Solvuu hereunder, other than any taxes imposed on Solvuu’s income. Without limiting the foregoing, in the event you are required to deduct or withhold any taxes from the amounts payable to Solvuu hereunder, you shall pay an additional amount, so that Solvuu receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
Any information that one Party provides to the other Party during the Term of this Agreement that is identified at the time of disclosure as confidential or, given the circumstances of disclosure or the nature of the information, reasonably should be considered to be confidential will be “ Confidential Information ” of the disclosing Party (the “ Disclosing Party ”). For clarity, the Licensed Platform and the Documentation will be deemed the Confidential Information of Solvuu hereunder.
Each Party (the “ Receiving Party ”) will maintain the other Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except with respect to Solvuu as the Receiving Party, to its employees, representatives, or contractors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
Nothing in this Agreement will prohibit or limit either Party’s use of information (i) rightfully known to it prior to receiving it from the Disclosing Party, (ii) independently developed by or for it without use of or access to the other Party’s Confidential Information, (iii) permissibly acquired by it from a third party which is not under an obligation of confidence with respect to such information, or (iv) which is or becomes publicly available through no breach of this Agreement.
The terms and conditions of this Agreement will constitute Confidential Information of each Party, but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona-fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
Without limiting Section 15(g), each Party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured Party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section 4.
Solvuu will provide you with telephone and online assistance and support, during Solvuu’s normal business hours, for the purpose of answering questions relating to the Licensed Platform, including (i) clarification of functions and features of the Licensed Platform; (ii) clarification of the Documentation; (iii) guidance in the operation of the Licensed Platform; and (iv) error verification, analysis, and correction, including the failure to produce results in accordance with the Documentation (collectively, “ Support Services ”). No other support or maintenance services for the Licensed Platform are included. You acknowledge that Solvuu and its agents shall, as reasonably necessary to provide the Support Services, have the right to access the Licensed Platform and any Customer Data remotely via the Internet, in each case for the purpose of installing, servicing, updating, modifying, maintaining or disconnecting the Licensed Platform or any part thereof, or for such other reasonable purposes as Solvuu may designate.
Notwithstanding the foregoing, Solvuu will have no obligation of any kind to provide support for issues caused by or arising out of any of the following (each, a “ Customer-Generated Error ”): (i) modifications to the Licensed Platform not made by Solvuu; (ii) use of the Licensed Platform other than as authorized in the Agreement or as provided in the Documentation; (iii) your continued failure to use the Licensed Platform without reference to the Documentation; (iv) versions of the Licensed Platform other than the then-current version most recently released by Solvuu; or (v) third-party products not expressly supported by Solvuu and described in the Documentation.
You acknowledge that Solvuu has the right to discontinue the manufacture and development of the Licensed Platform and the Support Services, including the distribution of older versions of the Licensed Platform, at any time in its sole discretion, provided that Solvuu agrees not to discontinue Support Services during the Term. Solvuu reserves the right to alter Support Services from time to time, using reasonable discretion. Solvuu will provide you with thirty (30) days’ prior written notice (delivered electronically or otherwise) of any material changes to the Support Services contemplated herein.
Feedback . You may provide Solvuu with suggestions, comments and feedback with regard to the Licensed Platform (collectively, “ Feedback ”). You hereby grant Solvuu a perpetual, irrevocable, royalty-free and fully paid-up license to use and exploit all Feedback in connection with Solvuu’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Licensed Platform.
You hereby grant Solvuu a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Customer Materials (including without limitation Customer Data) in connection with the hosting, operation, improvement and provision of the Licensed Platform or any other business purpose during the Term.
You acknowledge and agree that Solvuu may generate, process and analyze data (including aggregate or anonymized Customer Data and any insights derived therefrom) and other information relating to the provision, use and performance of various aspects of the Licensed Platform and related systems and technologies (collectively, “ Aggregate Data ”). Solvuu shall own all right, title and interest in and to the Aggregate Data and may use such Aggregate Data for any lawful purpose in connection with its business including improving or otherwise optimizing the Platform (including without limitation the Licensed Platform) provided that Solvuu shall not (i) use any Customer Data in identifiable form or (ii) use any of your other Confidential Information, in each case without your prior written consent.
Nothing in this Agreement shall restrict Solvuu (including any of its employees, representatives, or contractors) from using general ideas, concepts, practices, learning, or know-how obtained in the course of performing the services contemplated hereunder, that are retained in the unaided memory of Solvuu (including any of its employees, representatives, or contractors) following performance of such services.
Each Party hereby represents and warrants to the other Party that: (i) it has the right to enter into this Agreement, and with respect to Solvuu, is duly organized, validly existing and in good standing under its jurisdiction of organization and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby constitute a valid and binding agreement of such Party.
You hereby represent, warrant and covenant to Solvuu that you have obtained and will obtain all necessary consents, permissions and licenses with respect to any and all Customer Materials to the extent necessary (i) for you and Solvuu to comply with all applicable laws, rules and regulations including, without limitation, all applicable data protection and privacy laws; and (ii) for you to grant the licenses contemplated by Section 8(b) without violating any third party intellectual property or privacy rights.
Solvuu hereby represents and warrants to you that: (i) for a period of ninety (90) days from the date of delivery, the Licensed Platform will operate substantially in accordance with the Documentation, provided it is used in accordance with the terms of this Agreement and the Documentation; and (ii) it has sufficient rights to grant all of the rights and licenses expressly granted under this Agreement.
The warranties contained in Section 9(b) will not apply if: (i) your use of the Licensed Platform is not in accordance with this Agreement or Documentation; (ii) any component of the Licensed Product has been subject to your abuse, negligence, improper maintenance or operation (including without limitation use with incompatible equipment or software); (iii) any component of the Licensed Platform has been modified, repaired or improperly installed other than by Solvuu (including any of its employee, representative or contractor); (iv) you have failed to implement, or to allow Solvuu (including any of its employee, representative or contractor) to implement, any corrections or modifications to the Licensed Platform made available to you by Solvuu; or (v) you have combined the Licensed Platform with other software, services, or products that are not provided by Solvuu or not otherwise specified in the Documentation, and, but for such combination, the breach of warranty would have been avoided.
During the term of this Agreement and for a period of one (1) year thereafter, you will not directly or indirectly solicit the services of any Solvuu employee, representative, or contractor for your own benefit or for the benefit of any other person or entity. However, merely placing an advertisement on-line, in a newspaper, periodical or other publication of general availability, or other general recruitment activities not directed at a particular individual or at employees, representatives, or contractors of Solvuu, will not be considered to be in violation of this provision.
DISCLAIMER . EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOLWEDGE THAT THE LICENSED PLATFORM (INCLUDING WITHOUT LIMITATION, any and all third party software, source code or other technology licensed to Solvuu) IS PROVIDED ON AN “AS IS” BASIS, AND SOLVUU MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE LICENSED PLATFORM OR ANY OTHER SERVICES (including without limitation any and all third party services THAT may be accessed through YOUR use of the licensed platform) PROVIDED HEREUNDER. YOU hereby acknowledge and agreE that (i) Solvuu does not itself provide any aspect of the Third Party Services and is not responsible for any compatibility issues, errors or bugs in the Licensed Platform or Third Party Services caused in whole or in part by the Third Party Services or any update or upgrade thereto; and (ii) YOU ARE solely responsible for maintaining the Third Party Services and obtaining any associated licenses and consents necessary for you to utilize the Third Party Services in connection with the Licensed Platform. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLVUU HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, SOLVUU HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE LICENSED PLATFORM WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.
Solvuu Indemnification . Subject to Sections 11(b) and 11(e), Solvuu will defend and pay all damages finally awarded against you pursuant to a final, valid and binding judgment or order, or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against you arising from (i) infringement of third party intellectual property rights by the Licensed Platform, and (ii) Solvuu’s gross negligence or willful misconduct.
Exclusions . Solvuu’s obligations under Section 11(a) will not apply if the underlying third party claim arises from or as a result of: (i) your breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) modifications to the Licensed Platform by anyone other than Solvuu; or (iv) combinations of the Licensed Platform of with software, data or materials not provided by Solvuu.
IP Remedies . If Solvuu reasonably believes the Licensed Platform (or any component thereof) could infringe any third party’s intellectual property rights, Solvuu may, at its sole option and expense use commercially reasonable efforts to: (i) procure the right for you to continue using the Licensed Platform (or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Licensed Platform (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to Solvuu on commercially reasonable terms, then Solvuu may suspend or terminate your use of the Platform upon notice to you. The rights and remedies set forth in this Section 11 shall constitute the your sole and exclusive remedy for any intellectual property infringement by the Licensed Platform.
Your Indemnification . Subject to Section 11(e), you will defend and pay all damages finally awarded against Solvuu pursuant to a final, valid and binding judgment or order or a final settlement agreement with respect to any claim, suit or proceeding brought by a third party against Solvuu arising from (i) any Customer Materials, including, without limitation, (A) any claim that the Customer Materials infringe, misappropriate or otherwise violate any third party intellectual property rights, and (B) any claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation; (ii) the operation of your business; (iii) any breach by you of the terms of this Agreement; (iv) your use of the Licensed Platform in a manner that is inconsistent with the Documentation; and (v) your gross negligence or willful misconduct.
Indemnification Procedures . The Party seeking defense and indemnity (the “ Indemnified Party ”) will promptly notify the other Party (the “ Indemnifying Party ”) of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any claim without the Indemnified Party's prior written approval unless the settlement unconditionally releases the Indemnified Party from all liability, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
Exclusion of Damages . EXCEPT FOR LIABILITY ARISING FROM YOUR BREACH OF SECTION 2 (ACCESS AND USE), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ITS employees, representatives, or contractors OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE LICENSED PLATFORM , WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Total Liability . IN NO EVENT WILL SOLVUU’S (OR ITS LICENSORS’) TOTAL LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE LICENSED PLATFORM EXCEED THE FEES ACTUALLY PAID BY YOU TO SOLVUU IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO SUCH LIABILITY, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Basis of the Bargain . THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGIN BETWEEN YOU AND SOLVUU, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
Termination . You may terminate this Agreement at any time upon thirty (30) days’ notice to Solvuu by ceasing use of the Licensed Platform and cancelling your subscription through the Solvuu website; provided, however, that in the event you terminate absent an uncured material breach by Solvuu, you will not entitled to a refund for any fees already paid to Solvuu. Without limiting any right or remedy available to either Party, either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured sixty (60) days after the non-breaching Party provides the breaching Party with written notice of such breach. Notwithstanding the foregoing, Solvuu has the right to suspend the rights granted to you pursuant to 2(a) or terminate this Agreement if it determines that you have violated any of the restrictions in Section 2(b) or Section 2(c).
Effect of Termination . Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 2(a) will terminate automatically; and (ii) you will return or destroy, at Solvuu’s sole option, all Solvuu Confidential Information in your possession or control, including permanent removal of such Solvuu Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in your possession or under your control, and at Solvuu’s request, you will certify in writing to Solvuu your compliance with the provisions of this Section 13(d).
Trademarks . You hereby grant Solvuu a limited, non-exclusive, perpetual, royalty-free license to use and display your name, designated trademarks and associated logos (the “ Customer Marks ”) in connection with (i) the hosting, operation and maintenance of the Licensed Platform; and (ii) Solvuu’s marketing and promotional efforts for its products and services, including by publicly naming you as a customer of Solvuu. Without limiting the foregoing, you hereby agree to cooperate with Solvuu in its marketing and promotional efforts, which may include, but shall not be limited to, (a) a press release highlighting your use of the Licensed Platform; (b) your participation in targeted press and analyst interviews highlighting benefits of using the Licensed Platform; and/or (c) your participation in customer case studies developed by Solvuu and used on the Solvuu web site and other collateral, provided that you shall have the option not to participate in any such marketing and promotional efforts upon providing written notice to Solvuu within five (5) days of your receipt of a request from Solvuu for any such cooperation. All goodwill and improved reputation generated by Solvuu’s use of the Customer Marks inures to your exclusive benefit. Solvuu will use the Customer Marks in the form stipulated by you and will conform to and observe such standards that you prescribe from time to time in connection with the license granted hereunder.
Entire Agreement . This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
Notices. Except as otherwise expressly permitted herein, all notices required or permitted to be given hereunder shall be in writing and shall be deemed effective when personally delivered, when received by telegraphic or other electronic means (with no bounceback message received), when delivered by overnight courier or five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed, as applicable, to Solvuu, Inc. at [ INSERT Address ], Attention to [ INSERT Name ] or [ INSERT Email address ], or to you based on the contact information you provided through the Solvuu website. If your contact information changes during the Term, you are responsible for updating such information through your account on the Solvuu website.
Amendment and Modification; Waiver . No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability . If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to any conflict of law rules of such state. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The Parties hereby acknowledge and agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court, and each Party hereby irrevocably consents to service of process in connection with any such suit, action or proceeding by registered mail to such Party at the applicable address set forth in Section 15(b).
Assignment . Neither Party may assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the other Party’s express prior consent. Notwithstanding the foregoing, that Solvuu may assign this Agreement in case of merger, acquisition or sale by Solvuu of all or substantially all of the assets to which this Agreement relates. Any attempt to assign or transfer this Agreement, in contravention of the foregoing will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party's permitted successors and assigns.
Equitable Relief . Each Party hereby acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations hereunder would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
Force Majeure . Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, material changes in law, war, terrorism, riot, or acts of God.
Export Control . You will not remove or export from the United States or re-export from anywhere any part of the Licensed Platform or any direct product thereof to any prohibited country or Party as specified by the export laws of the United States. Further, each Party warrants to the other that it is not on the United States’ prohibited Party list and is not located in or a national resident of any country on the United States’ prohibited country list. You acknowledge that the Licensed Platform contains encryption technology, export of which is subject to regulation by the U.S. and certain foreign jurisdictions.
Arms’-Length Transaction . The Parties hereby acknowledge and agree that (i) this Agreement and all of the services, obligations and activities set forth herein or contemplated hereby, is an arms’-length commercial transaction; (ii) the Parties have full and independent judgment of the commercial benefit and risk involved and, except as set forth herein, have not relied on any representation made by one Party to the other in entering into this Agreement; (iii) no Party shall by virtue of this Agreement be deemed to be the representative, employee or agent of the other Party for any purpose whatsoever; and (iv) no Party shall have the power or authority as agent or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of any other Party for any purpose whatsoever.
No Third Party Beneficiaries . No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.