IMPORTANT — PLEASE READ THIS EXTENSION END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY. THIS EULA SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS GOVERNING THE USE OF THE EXTENSIONS (DEFINED BELOW) THAT YOU HAVE OBTAINED THROUGH THE AGORA EXTENSIONS MARKETPLACE FOR USE IN CONNECTION WITH THE AGORA SERVICES (DEFINED BELOW). BY CLICKING “I AGREE”, OR PROCEEDING WITH THE DOWNLOAD, ACCESS, AND/OR USE OF THE EXTENSIONS YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA, (2) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE ENTITY OR PERSON IN RESPECT OF WHOM THE EXTENSION WAS OBTAINED AS SPECIFIED ON THE APPLICABLE ORDER (SUCH ENTITY OR PERSON, “END USER”), AND TO BIND END USER TO THE TERMS OF THIS EULA; AND (3) AGREE THAT THE END USER IS ENTERING INTO THIS EULA WITH THE DEVELOPER SPECIFIED ON THE EXTENSION PAGE (HEREINAFTER THE “DEVELOPER”).
PLEASE NOTE THIS EULA DOES NOT APPLY TO THE USE OF THE AGORA SERVICES (AS DEFINED BELOW), WHICH SHALL BE SUBJECT TO AGORA’S THEN-CURRENT TERMS OF SERVICE FOR USE OF THE AGORA SERVICES OR OTHER AGREEMENT ENTERED INTO WITH AGORA FOR THE USE OF THE AGORA SERVICES (HEREINAFTER, THE “AGORA SERVICES AGREEMENT”).
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA, OR DO NOT HAVE AUTHORITY TO ACCEPT THIS EULA ON BEHALF OF THE END USER AND/OR TO BIND THE END USER TO THE TERMS HEREOF, DO NOT CLICK “I AGREE”, OR DOWNLOAD OR USE ANY EXTENSIONS.
1. DEFINITIONS
1.1. “Affiliate” means, with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities, but only as long as such person or entity meets these requirements.
1.2. “Agora” means Agora Lab, Inc., a California corporation, and its affiliates and subsidiaries.
1.3. “Agora Extensions Marketplace” means the Agora Extensions Marketplace owned and operated by Agora available at https://www.agora.io/en/agora-extensions-marketplace/.
1.4. “Agora Services” means the Agora Software Defined Real-Time Network (SD-RTN®) platform-as-a-service product and associated services which enable end users to integrate and deploy live voice and video engagement capabilities and other communications features and functionalities into their web and mobile applications.
1.5. “Documentation” means the end user manuals and/or documentation made available by the Developer for use of the applicable Extensions.
1.6. “Extensions” means the software, content and/or digital materials specified on the applicable Order and made available for use as extensions to the Agora Services.
1.7. “Extension Page” means the Developer’s product page for the Extension(s) in the Agora Extensions Marketplace.
1.8. “License Term” means the license term specified in the applicable Order, and any renewals, continuations and/or extensions thereto.
1.9. “Order” means the applicable order form submitted by or on behalf of End User through the Agora Extensions Marketplace for the purchase of a license to the Extensions.
2. SCOPE. This EULA sets forth the terms and conditions under which Developer will make available, and End User may use, the Extensions distributed by Developer through the Agora Extensions Marketplace. Both parties acknowledge that Agora is not a party to this EULA, nor in anyway responsible for the parties’ actions or obligations under this EULA. Agora’s relationship with End User and Developer is solely governed by Agora’s respective agreements with those parties. In no event shall Agora have any liability or obligations hereunder, and Agora disclaims all liability resulting from this EULA (including any Orders).
3. LICENSE GRANT; RESTRICTIONS
3.1. License Grant. Subject to End User’s compliance with the terms and conditions of this EULA (including payment of applicable fees), during the applicable License Term, Developer hereby grants to End User a nontransferable, non-sublicensable (except to the extent expressly permitted in Section 3.2), nonexclusive, royalty-free, fully paid, revocable, worldwide license to: (a) install, execute and use the Extensions, in executable object code format only, solely for End User’s own internal non-commercial use in connection with the End User’s use of the Agora Services pursuant to and subject to the Agora Services Agreement, and otherwise in accordance with this EULA, any and all usage limitations specified by Developer, and any and all technical limitations implemented by Developer in the Extension, and (b) reproduce and use a reasonable number of copies of the applicable Documentation in support of the exercise of the licenses granted above.
3.2. Affiliates and Authorized Users. End User may permit End User’s and its Affiliates’ employees and consultants authorized by End User or its Affiliates (“Authorized Users”) to use the Extensions in accordance with the license grant above; provided that, End User shall ensure that its Affiliates and all Authorized Users comply with the terms and conditions of this EULA to the same extent as End User. End User agrees that any non-compliance with the terms hereof by any Affiliate of End User and/or any Authorized User shall be deemed a breach of this EULA by End User.
3.3. Restrictions. End User shall not, nor permit any third party (including, without limitation, any Authorized User) to:
(a) use, rent, loan, sub-license, lease, distribute or attempt to grant other rights to any part of the Extensions to third parties or use the Extensions to act as a consultant, service bureau or application service provider, except as expressly permitted in this EULA;
(b) copy, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Extensions, unless otherwise permitted;
(c) use data mining, robots or similar data gathering or extraction methods on the Extensions;
(d) engage in any activity which could damage, disable, overburden, or impair the Extensions and/or Agora Services, or interfere with any other user’s use and enjoyment of the Extensions and/or Agora Services;
(e) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality in the Extensions or attempt to gain unauthorized access to the Extensions and/or Agora Services or its related systems or networks;
(f) introduce into, or transmit through, the Extensions any viruses, trojan horses, malware, spyware, adware or other disruptive software, or any software code, which is designed to disrupt, damage, or perform unauthorized actions on a computer system;
(g) remove, obscure or alter any copyright, trademark, service mark or other proprietary rights notices or labels incorporated in or accompanying any Extensions;
(h) access or use the Extensions other than as expressly permitted in this EULA;
(i) use the Extensions to access, copy, transfer, transcode or retransmit content in violation of any law or third-party rights;
(j) use the Extensions for illegal gambling, games of chance, sweepstakes, or contests;
(k) use Extensions for purposes of, or that enable end users to utilize the Extensions and/or Agora Services for, promoting, encouraging or facilitating any illegal activity (including, without limitation, unsolicited mass distribution of email, multi-level marketing proposals, prostitution, trafficking or dealing of drugs, fire arms, explosives, weapons, and/or stolen or counterfeit goods;
(l) use Extensions to, store or transmit any malicious or unsolicited code or software, or store, transmit or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or to store, transmit or upload any material or content that violates any third party’s intellectual property rights and/or privacy rights; and/or
(m) access or use the Extension in any manner that would violate any applicable laws, rules or regulations., including, without limitation, export laws and regulations.
3.4. Support. During the applicable License Term (subject to End User’s payment of applicable fees), Developer will use commercially reasonable efforts to provide End User the technical support and maintenance described on the applicable Order (if any) for End User’s use of the Extension (“Support”) in accordance with Developer’s then current Support terms and conditions specified on the applicable Extension Page (the “Support Terms”).
3.5. Third Party Software. The Extensions may include certain third-party software components and open source software components that are subject to separate license agreements as detailed in the applicable Extension Page (collectively “Third Party Software”). Such third-party license or open source license terms, as applicable, will govern End User’s and its Authorized Users’ use of the applicable Third-Party Software.
3.6. Proprietary Rights. As between End User and Developer, all right, title, and interest, including all intellectual property rights, in and to the Extension (including any and all copies thereof) shall be owned and retained by Developer. Any rights not expressly granted by Developer in this EULA are reserved. End User acknowledges that it acquires no ownership interest in the Extensions. No implied licenses are granted by Developer.
3.7. Feedback. If End User and/or any of its Authorized Users, provides any suggestions, ideas, enhancement requests, recommendations or feedback regarding the Extensions, or any other services provided by Developer to End User hereunder (“Feedback”), Developer may use and incorporate Feedback in Developer’s products and services, and otherwise exploit such Feedback in any manner. End User has no obligation to provide Feedback, and all Feedback is provided by End User “as is” and without warranty of any kind.
4. End User Data; Privacy
4.1. End User Data. As between the parties, End User shall retain all right, title and interest in and to all data and other information transmitted, uploaded and/or submitted by End User, its Affiliates and/or Authorized Users in connection with the use of the Extensions hereunder (“End User Data”). End User hereby grants to Developer during the term a worldwide, royalty-free, fully sublicenseable, non-exclusive license to use the End User Data solely to the extent to provide End User the Extensions and other services hereunder. End User represents and warrants that it has all the rights necessary to grant the licenses granted herein to Developer in and to such End User Data. Any personally identifiable information provided or collected through or in connection with End User’s, its Affiliates and/or Authorized Users’ access and/or use of the Extensions (collectively, “Personal Data”) shall only be used in accordance with this EULA, and Developer’s Privacy Policy posted on the Extension Page (the “Privacy Policy”).
4.2. 4.2. Personal Data. To the extent any End User Data includes any Personal Data, which is subject to any applicable data protection laws and/or regulations (“Applicable Data Laws”), End User acknowledges and agrees that as between End User and Developer, End User is the “data controller” and/or “business” and Developer is the “data processor” and/or “service provider” as such terms are defined pursuant to the Applicable Data Laws. End User represents and warrants that, with respect to any End User Data (including, without limitation, any Personal Data), transmitted, hosted, stored or processed in connection with the use of the Extensions: (a) End User is in compliance with all Applicable Data Laws, and (b) End User has obtained all permissions and/or approvals from each applicable data source as may be necessary or required to transmit such data in connection with the use of the Extensions. Each party agrees to comply with all Applicable Data Laws. In addition, the parties agree to work together in good faith to execute and/or enter into any documents, agreements, statements, or policies deemed necessary or appropriate by either party in its discretion to comply with any Applicable Data Laws with respect to any Personal Data.
5. LICENSE FEES AND PAYMENT TERMS. End User agrees to, and shall pay, the applicable fees, if any, specified on the applicable Order in accordance with, and as set forth in, the Agora Extensions Marketplace Terms of Use.
6. TERM; TERMINATION
6.1. Term. This EULA will commence on the date End User accepts this EULA and will continue as long as any Order is in effect, unless earlier terminated in accordance with the provisions of this EULA. Each Order shall commence on the effective date and continue for the initial License Term, each as set forth therein, and, unless otherwise specified in the applicable Order, will automatically renew for additional successive terms equal in duration to the initial License Term, unless at least thirty (30) days before the end of the then-current License Term either party provides written notice of non-renewal to the other party.
6.2. Termination for Convenience. Unless otherwise set forth in an Order, either party may terminate this EULA or any Order without cause on 60 days’ prior written notice. Termination pursuant to this Section 6.2 will not affect End User’s access to the Extensions, which shall continue for the duration of the applicable License Term, subject to the terms of this EULA. Refunds or credits shall not be provided for any partial License Terms if the EULA or an Order is terminated without cause, and the fees under all Orders shall become immediately due and payable by End User.
6.3. Termination for Cause. Without limiting other remedies it may have, either party may terminate this EULA or any Order immediately on notice if (a) the other party materially breaches this EULA or an Order, and fails to cure the breach within 30 days after receipt of notice of the breach; or (b) the other party becomes Insolvent.
6.4. Suspension. Developer may suspend use of the Extensions without terminating this EULA during any period of material breach. Developer will give End User reasonable notice before suspending the Extension(s). Suspension will only be to the extent reasonably necessary.
6.5. Effect of Termination. Upon termination or expiration of this EULA and/or any Order: (a) except as expressly set forth in and subject to Section 6.2, all licenses granted under this EULA will immediately terminate and End User shall cease all use, and ensure its Affiliates and all Authorized Users cease all use, of the Extensions; (b) all amounts due under any unpaid Orders and/or invoices will become due and payable immediately, and (c) if this EULA and/or any Order is terminated by End User for Developer’s breach in accordance with Section 6.3(a), End User will receive a pro-rated refund for any license fees paid in advance and unused as of the effective date of termination. The parties’ rights and obligations under Sections 1, 2, 3.3, 3.5, 3.6, 3.7, 4, 5, 6.5, and 7 through 15 (inclusive) will survive.
7. INDEMNIFICATION
7.1. End User Indemnification. End User hereby agrees to indemnify, defend and hold harmless Developer and its parents, affiliates, subsidiaries, licensors, and third party service providers, and its and their respective officers, directors, employees, agents, representatives, and contractors (each, a “Developer Party”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by any Developer Party in connection with any actual or alleged claim arising out of, or relating to: (a) End User’s, its Affiliates’ or any Authorized Users’ breach of this EULA; (b) End User’s, its Affiliates’ or its Authorized Users’ use of the Extensions; (c) allegations that the End User’s activities in connection with the use of the Extensions hereunder, violate any applicable law or infringe or misappropriate the Intellectual Property Rights of any third party; (d) End User Data or a violation of any applicable privacy law, rule or regulation by End User; or (e) End User’s gross negligence, fraudulent misrepresentation or willful misconduct or violation of any applicable laws, rules, regulations.
7.2. Developer Indemnification. Developer hereby agrees to indemnify, defend and hold harmless End User and its Affiliates and their respective officers, directors, employees, agents, representatives, and contractors (each, an “End User Party”) from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by any End User Party in connection with any actual or alleged claim made by a third party arising from or relating to: (a) End User’s use of the Extensions as authorized herein infringing or misappropriating a third party’s copyright, trade secret or patent issued as of the Effective Date (except to the extent End User is responsible for the event giving rise to Developer’s liability under this Section 7.2); and/or (b) Developer’s gross negligence, willful misconduct, or fraudulent misrepresentation. Developer shall have no indemnity obligation for any infringement or misappropriation to the extent arising out of any claim for which End User is obligated to indemnify Developer pursuant to Section 7.1. If End User’s use of any Extension is enjoined or Developer reasonably believes End User’s use of any Extension may be enjoined, Developer may elect to obtain a license for End User to continue using the Extension, or modify, the Extension so that it no longer infringes. The foregoing shall be End User’s sole and exclusive remedy and Developer’s sole and exclusive obligation with respect to any claim of intellectual property infringement and/or misappropriation.
7.3. Procedure. The party to be indemnified under Section 7.1 or 7.2, as applicable, (the “Indemnitee”) shall (a) promptly notify the party obligated to indemnify the Indemnitee under Section 7.1 or 7.2, as applicable, (the “Indemnitor”) in writing of any claim asserted against the Indemnitee, (b) give the Indemnitor sole control of the defense thereof, and, (c) at the Indemnitor’s reasonable request and expense, cooperate and assist in such defense. The Indemnitee shall promptly deliver to the Indemnitor the original or a true copy of any summons or other process, pleading, or notice issued or served in any suit or other proceeding to assert or enforce any such Claim. Under no circumstances shall the Indemnitor enter into any settlement that involves an admission of liability, negligence or other culpability of any Indemnitee or requires any Indemnitee to contribute to the settlement without the Indemnitee’s prior written consent. Any Indemnitee may participate and retain its own counsel at its own expense.
8. DISCLAIMER OF WARRANTIES
END USER EXPRESSLY UNDERSTANDS AND AGREES THAT END USER’S USE OF THE EXTENSIONS IS AT END USER’S SOLE RISK AND THAT THE EXTENSIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER AND ITS AFFILIATES, SUBSIDIARIES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO END USER THAT: (A) END USER’S USE OF THE EXTENSIONS WILL MEET END USER’S REQUIREMENTS, (B) END USER’S USE OF THE EXTENSIONS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) THE EXTENSIONS WILL BE ACCURATE OR RELIABLE, AND/OR (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE EXTENSIONS (INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE PROVIDED TO END USER AS PART OF ANY EXTENSIONS) WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER EXPRESSLY DISCLAIMS ALL REPRESENTATION, GUARANTIES AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
EXCEPT FOR THE EXCLUDED CLAIMS (DEFINED BELOW), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, OR FOR ANY DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS EULA AND/OR THE USE OR INABILITY TO USE OR PERFORMANCE OF THE EXTENSIONS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF AGORA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES; AND (B) EITHER PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS EULA OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE EXTENSIONS, EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY END USER TO DEVELOPER FOR THE APPLICABLE EXTENSION GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100.00). DEVELOPER DISCLAIMS ALL LIABILITY OF ANY KIND OF DEVELOPER’S LICENSORS AND SUPPLIERS.
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO: (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7; OR (III) VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, THE “EXCLUDED CLAIMS”).
10. CONFIDENTIALITY. “Confidential Information” means any proprietary information received by the other party during, or prior to entering into, this EULA that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of or breach of this EULA by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. The receiving party of any Confidential Information of the other party will maintain the confidentiality of Confidential Information and further agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this EULA. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Upon termination or expiration of this EULA, the receiving party will, at the disclosing party’s option, promptly return or destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information.
11. APPLICATION OF DISCLAIMERS AND LIMITATIONS. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth this EULA may not apply to End User if End User is a consumer. The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in this EULA shall apply to End User as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where End User is located.
12. BASIS OF THE BARGAIN. The warranty disclaimers and limitations of liability set forth in this EULA are fundamental elements of the basis of the agreement between End User and Developer. Developer would not be able to provide the Developer Extension Store and Extensions on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Developer’s suppliers.
13. ELECTRONIC COMMUNICATIONS. By downloading and/or accessing and using any Extensions, End User consents to receiving electronic communications from Developer, including, without limitation, notices posted on or through End User’s Account with the Agora Extensions Marketplace and/or via email. These electronic communications may include notices about transactional information and other information concerning or related to End User’s access to and/or use of the Extensions. These electronic communications are part of End User’s relationship with Developer and End User receives them as part of End User’s access and use of the Extensions. End User agrees that any notices, agreements, disclosures or other communications that Developer sends to End User electronically will satisfy any legal communication requirements, including that such communications be in writing.
14. AVAILABILITY OF THE SERVICES. Developer makes no claims regarding the availability or right to access or use of the Extensions outside of the United States. Developer may restrict access to the Extensions, or portions thereof, in certain countries in its sole discretion, and the Extensions may not be available or accessible in all languages. If End User uses or accesses the Extensions outside of the United States, End User is responsible for compliance with the laws and regulations of End User’s jurisdiction with respect to End User’s use of the Extensions in End User’s country of residence.
15. GENERAL
15.1. Governing Law; Venue. This EULA will be governed and interpreted under the laws of the State of California, excluding its principles of conflict of laws. The Parties agree that the exclusive forum for any action or proceeding will be in Santa Clara County, California, and the parties expressly consent to the jurisdiction of the state and federal courts located in Santa Clara County, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.
15.2. Government Rights. As defined in FARS §2.101, the Extension and Documentation are “commercial items” and according to DFARS §252.227 and 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation”. Consistent with FARS §12.212 and DFARS §227.7202, any use, modification, reproduction, release, performance, display or discourse of such commercial software or commercial software documentation by the U.S. government will be governed solely by the terms of this EULA and will be prohibited except to the extent expressly permitted by the terms of this EULA.
15.3. Export. The Extensions and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. End User agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Developer, or any products utilizing such data, in violation of the United States export laws or regulations. End User will indemnify and hold Developer harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by End User of its obligations under this Section.
15.4. Assignment. Either party may assign this EULA, in its entirety, without the consent of the other party: (a) to an Affiliate, or (b) in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets. Any other proposed assignment of this EULA must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void. This EULA will inure to the benefit of the parties hereto and their permitted successors and assigns.
15.5. Subcontracting. Developer may delegate any of its duties and obligations under this EULA to third party subcontractors and/or use subcontractors in its performance under this EULA, provided that Developer shall remain responsible and liable for its subcontractors’ performance under and compliance with this EULA. Upon request, Developer will identify to End User any subcontractors performing under this EULA, including any that have access to End User Data, and such other information reasonably requested by End User about such subcontracting.
15.6. Amendments. Except as otherwise expressly provided in this EULA, any modifications of this EULA must be mutually agreed upon in a signed writing by both parties.
15.7. Publicity. Neither party will issue any publicity materials or press releases that refer to the other party or its affiliates, or use any trade name, trademark, service mark or logo of the other party or its affiliates in any advertising, promotions or otherwise, without the other party’s prior written consent.
15.8. No Third-Party Beneficiaries. This EULA does not create any third-party beneficiary rights except as expressly provided by its terms.
15.9. Relationship. End User and Developer acknowledge and agree that each party is dealing with the other as independent contractors and nothing in this EULA and its performance shall be construed as creating a joint venture or agency between Developer and End User.
15.10. Waiver. End User agrees that if Developer does not exercise or enforce any legal right or remedy which is contained in this EULA (or which Developer has the benefit of under any applicable law), this will not be taken to be a formal waiver of Developer’s rights and that those rights or remedies will still be available to Developer. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
15.11. Severability. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this EULA is invalid, then that provision will be removed from this EULA without affecting the rest of the provisions of this EULA, which will remain in full force and effect.
15.12. Entire Agreement. This EULA, along with each Order entered into hereunder, the Support Terms (if applicable), and the Privacy Policy constitute the entire agreement between End User and Developer, and supersedes all prior oral or written agreements or communications with regard to the subject matter described herein. In the event of any conflict between the Order and this EULA, the Order shall control with respect to the subject matter therein. NEITHER PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION PROPOSED BY A PARTY HEREUNDER THAT IS DIFFERENT FROM OR IN ADDITION TO THIS EULA (WHETHER PROFFERED BY A PARTY ORALLY OR IN ANY QUOTATION, PURCHASE ORDER, INVOICE, SHIPPING DOCUMENT, ONLINE TERMS AND CONDITIONS, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS SUCH PROVISION IS SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES. The official text of this EULA (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that this EULA be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of this EULA, reference will be made only to this EULA as written in English and not to any translation into another language.
16. QUESTIONS AND ADDITIONAL INFORMATION. If End User has any questions about this EULA, please send an email to the Developer at the email address specified in the Extension Page.
