NOTICE TO USER: THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL PERSON OR A SINGLE LEGAL ENTITY, WHO WILL BE REFERRED TO IN THIS AGREEMENT AS "YOU" AND "YOUR") AND ASSOCIATED CONTENT, INC., A DELAWARE CORPORATION ("LICENSOR"), WHICH GOVERNS THE TERMS AN CONDITIONS UPON WHICH YOU MAY ACCESS AND USE THE SOFTWARE (AS DEFINED BELOW). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. BY CLICKING THE "I ACCEPT" BUTTON BELOW AND/OR BY ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERNING ACCESS AND USE OF THE SOFTWARE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, SELECT THE "I DECLINE" BUTTON AND YOU MUST NOT ACCESS OR USE THE SOFTWARE.
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below: (a) "Software" means the computer programs, software applications and interactive computer service known as the "Associated Content Publishing Technologies" and its applicable Documentation (if any), including without limitation, all related interfaces, functionality, web-services, supplements, add-on components, corrections, modifications, bug fixes, enhancements, updates, new versions or releases that Licensor subsequently may make available to You, to the extent that such items are not accompanied by an end user license agreement or other terms of use.
(b) "Documentation" means user documentation and/or explanatory materials, in electronic or written form, provided by Licensor for use with the Software.
(c) "IP Rights" means all forms of intellectual property rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all right, title and interest arising under United States or foreign common or statutory law in and to all: (i) patents and all filed, pending or potential applications for patents, including any patent disclosure, reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (ii) trade secret rights, know-how, technical information, rights in databases, rights to confidential or other proprietary information and equivalent rights; (iii) copyrights, copyright registrations, design registrations and applications therefor, moral rights, other literary property or authors' rights, whether or not protected by copyright or as a mask work; and (iv) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, domain names, logos and/or brand names and all goodwill associated therewith.
(e) "License Scope" means use of the Software solely in connection with and for the limited purpose of providing, submitting and/or transmitting Your Content to Licensor.
(f) "Law" means any applicable United States or foreign law, statute, ordinance, code, rule, regulation, order, judgment, decree, requirement or procedure enacted, adopted, applied, enforced or followed by any governmental authority.
(g) "Open Source License" means any non-negotiable licenses, including without limitation, "open source" or "freeware" software licenses, or any other stipulations or restrictions requiring that the software, content and/or any material combined or distributed therewith be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or (iii) re-distributable at no charge.
(h) "Related Party" means any owner, parent, partner, affiliate, subsidiary, agent, contractor, director, officer, hired or leased employee or worker, agent, representative or permitted assignee or successor of Licensor or You, as the case may be and as the context requires; provided that for purposes of this definition, "affiliate" means, with respect to a party, any person or entity directly controlling, controlled by or under common control with, such party.
(i) "Your Content" means any data, information, graphics, images, animations, video, audio, music, text, and/or other content, materials or works provided, submitted, or otherwise transmitted by You (or on Your behalf) using the Software. As between You and Licensor, the ownership, use and other rights in and to Your Content are governed by the terms and conditions of the Independent Contractor Agreement.
2. Software. (a) License Grant. Subject to the terms and conditions of this Agreement and during the term hereof, Licensor hereby grants to You a limited, personal, non-exclusive, non-transferable, revocable right and license, without right to grant sublicenses, to access and use the Software solely within the License Scope, solely in machine-executable object code form, and solely for Your internal business purposes.
(b) License Restrictions. Any use of the Software not expressly permitted in this Agreement is prohibited. You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of Licensor and its suppliers. You agree that You shall not, nor shall You permit, assist or encourage any third party to: (i) reproduce, allow use of or access to the Software or sell, rent, lease, use for service bureau use, sublicense or otherwise transfer or distribute the Software, in whole or in part, to any third parties; (ii) modify, translate, reverse engineer, decompile, or disassemble the Software or otherwise attempt to derive the source code for the Software; (iii) merge the Software with other software; (iv) alter, enhance or otherwise modify or create derivative works of or from the Software; (v) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Software; (vi) use the Software to develop any application or program having the same primary function as the Software or otherwise exercise any rights in or to the Software except as expressly permitted under Section 2(a) (License Grant); (vii) upload, post or transmit via or in connection with the Software any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable information or content of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any Law, including violations of the IP Rights, privacy rights or any other rights of a third party; (viii) post or transmit into or via the Software any information, software, material or other content that is subject to an Open Source License or that contains a virus, cancelbot, Trojan horse, worm or other harmful components; or (ix) in connection with the Software, create a false identity or otherwise attempt to mislead any person as to the identity, source or origin of any communication or any act in violation of any Law; send unsolicited commercial email to any person; or otherwise interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which You do not have authorization to access or at a level exceeding Your authorization.
(c) Your Content. You represent and warrant to Licensor that: (i) You are the owner and/or the licensee of all IP Rights relating to Your Content and have the necessary rights to fulfill Your obligations and/or otherwise perform under this Agreement, and (ii) Your Content, and Licensor's use thereof as contemplated by this Agreement and/or the Independent Contractor Agreement, does not, and shall not, infringe any third party's IP Rights, privacy rights, or other rights.
(d) Equipment. Licensor shall not be responsible for performance or operational issues experienced by You with respect to access to or use of the Software. You shall be solely responsible for, and Licensor shall have no liability in connection with, providing, maintaining and ensuring compatibility with the Software, all hardware, third party software, electrical and other physical requirements to access and use the Software, including, without limitation, operating systems, telecommunications and digital transmission connections and links, routers, local area network servers, virus software, firewalls, or other equipment and services required to or desirable for access and use the Software. (e) Support and Other Services. The Agreement does not entitle You to receive object code, source code, installation, training, technical support, telephone assistance, enhancements, updates or bug fixes for the Software (collectively, the "Support Services"). Licensor, in its sole discretion, may provide You with Support Services upon terms mutually agreed upon between the parties in writing. Any software or other programs or materials provided to You as part of the Support Services are considered part of the Software and shall be subject to the terms and conditions of this Agreement, unless otherwise mutually agreed upon by the parties in writing. You acknowledge and agree that Licensor may use any technical information You provide to Licensor as part of the Support Services for its business purposes, including for product support and development.
(f) No Implied Licenses. The Software is licensed, not sold. All rights not expressly granted in Section 2(a) (License Grant) are reserved by Licensor, and nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any of Licensor's existing or future IP Rights.
3. Ownership. (a) Ownership. You acknowledge that (i) the Software and all right, title and interest therein, including without limitation, all IP Rights in and to the Software, are the sole and exclusive property of Licensor and its suppliers, (ii) You receive no right, title or interest in or to the Software except as expressly set forth herein, and (iii) all title and IP Rights in and to any data or content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and this Agreement grants You no rights to use such content. If You or any of Your Related Parties are deemed to have any ownership interest or other rights in the Software, including any and all derivative works, enhancements or other modifications thereto, then You shall assign and/or cause such parties to assign, and You do hereby assign, irrevocably and royalty-free, all of such ownership interest or other rights exclusively to Licensor and You shall, at Licensor's reasonable request and expense, complete, execute and deliver any and all documents necessary to effect or perfect such assignments (b) Protection. You shall use Your reasonable best efforts, which shall be no less stringent than those efforts that You use to protect Your own confidential information, trade secrets, technology, software or other similar proprietary property, to prevent any Software from being disclosed or used by any Related Party or other person in any manner that would violate this Agreement. In no event shall You take any action that might encumber or expose the Software or the license rights granted in this Agreement to any claims, liens or other forms of encumbrance.
4. Security. Notwithstanding anything herein to the contrary, You shall be solely responsible for: (i) preventing any loss or damage to Your Content; (ii) maintaining independent archival and backup copies of all Your Content; (iii) ensuring the security, confidentiality and integrity of all Your Content transmitted through or stored on the Software; and (iv) ensuring the confidentiality of Your password and member account, which shall be issued by Licensor for the limited purpose of using the Software pursuant to the terms herein. The Software is not an archive and Licensor shall have no liability to You or any other person for loss, damage or destruction of Your Content. You are solely responsible for any authorized or unauthorized access to and use of the Software via Your password and/or member account. If Your password is lost, stolen or otherwise compromised, You shall promptly change the password or, if You are unable to do so, You shall notify Licensor, whereupon Licensor shall suspend use of such password and/or account and issue a replacement password.
5. Termination. (a) Termination. This Agreement is effective upon acceptance by You and shall continue in full force until terminated by operation of law or by the acts of either of the parties in accordance with the terms of this Agreement. You may terminate this Agreement for any reason upon written notice to Licensor. Without prejudice to any other rights, Licensor reserves the right, in its sole discretion and upon notice (which notice may be in e-mail form), at any time and for any reason, to: (i) remove or disable access to all or any portion of the Software; (ii) suspend Your access to or use of the Software; and (iii) terminate this Agreement. (b) Effect of Termination. Upon the termination of this Agreement for any reason, (i) all rights granted herein shall immediately revert to Licensor and no residual rights will remain with You, (ii) You shall immediately discontinue all access to and use of the Software, (iii) You shall immediately return to Licensor, or at Licensor's request, destroy, any Confidential Information (as defined in Section 8, below) in Your possession or control, and (iv) upon request, certify to Licensor in writing that You have complied with the foregoing obligations.
6. Warranty; Disclaimer; Indemnification; Limitation of Liability. (a) Warranty. You represent and warrant to Licensor that: (i) You are over the age of eighteen (18) and have the legal power and authority to enter into and perform Your obligations under this Agreement; (ii) You shall comply with all terms and conditions of this Agreement, including, without limitation, the License Restrictions set forth at Section 2(b); and (iii) You have provided and will continue to provide true, accurate and complete registration information to Licensor, including, without limitation, Your legal name, address, tax identification information and other requested contact information.
(b) Disclaimer. THE SOFTWARE IS PROVIDED "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AND/OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SOFTWARE OR YOUR USE OF THE SAME WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, NOR DOES LICENSOR MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE. LICENSOR SHALL HAVE NO LIABILITY FOR ANY INACCESSIBILITY OF THE SOFTWARE, OR ANY DELAY OR FAILURE OF ANY TRANSMISSION, MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED VIA THE SOFTWARE.
(c) Indemnification. You shall defend, indemnify and hold harmless Licensor and its Related Parties from and against any and all losses, causes of action, claims, allegations, liabilities, costs, damages and expenses whatsoever (including, without limitation, reasonable attorneys' fees), regardless of the form of action ("Claim"), and shall promptly reimburse Licensor for all Claims, arising out of or in connection with: (i) Your breach or alleged breach of this Agreement, (ii) Your use, misuse of or reliance on the Software, or (iii) Your or Your Related Parties' acts or omissions (including negligence or strict liability) related to the subject matter of this Agreement, including, without limitation, any third party claim or action based on, arising out of or relating to Your Content. Licensor shall provide You with: (1) prompt written notification of any such Claims; (2) sole control and authority over the defense or settlement thereof; and (3) reasonable assistance necessary to settle and/or defend any such Claim, at Your expense, provided that if any settlement requires any action or admission by, or would impose an unindemnified monetary obligation on, Licensor or its Related Parties, then the settlement will require Licensor's prior written consent. Failure by Licensor to provide prompt notice of a Claim or to provide such control and authority or information and assistance, shall not relieve You of Your obligations under this Section, except to the extent that You are materially prejudiced by such failure in your defense of such Claim. Licensor may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Licensor's own expense, unless You fail to secure legal counsel to defend any Claim in a timely manner, in which case the expense of Licensor's counsel shall be borne by You.
(d) Limitation of Liability and Remedy. LICENSOR IS A PROVIDER OF INTERACTIVE COMPUTER SERVICES, SUBJECT TO THE PROTECTIONS AND LIMITATIONS OF LIABILITY AFFORDED BY THE COMMUNICATIONS DECENCY ACT (47 U.S.C. 223 et seq.) AND OTHER APPLICABLE LAWS. NEITHER LICENSOR NOR ITS RELATED PARTIES SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA OR LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED VIA THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR NEGLIGENCE), EVEN IF LICENSOR OR ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SOFTWARE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 5. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LICENSOR'S AND ITS RELATED PARTIES' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY YOU TO LICENSOR FOR USE OF THE SOFTWARE HEREUNDER OR (II) TEN DOLLARS (U.S. $10.00). YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS HEREIN REFLECT A FAIR ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS ON ITS LIABILITY, AND YOU AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF LICENSOR AND ITS RELATED PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
7. Privacy. Licensor's Privacy Policy is incorporated herein by reference and forms a part of this Agreement and describes the collection, use, and sharing of personally identifiable and other information that may be provided in connection with Your access to and use of the Software.
8. Confidentiality. (a) Confidential Information. Except as otherwise expressly provided in Section 8(b), below, You shall protect and keep and maintain in strict confidence, and shall not disclose to third parties, all information relating to the Software and any information concerning Licensor, its technology and/or business that is furnished or disclosed by Licensor to You or which You otherwise learn or have access to in connection with this Agreement ("Confidential Information") and shall use the Confidential Information only as necessary for Your use of the Software in accordance with the terms and conditions of the Agreement. Notwithstanding anything herein to the contrary, You shall (i) notify Licensor immediately of any unauthorized disclosure, possession, use or knowledge of any Confidential Information, (ii) promptly furnish Licensor with full details of such disclosure, possession, use or knowledge, and (iii) cooperate with Licensor in any litigation or otherwise as may be deemed necessary by Licensor to protect its proprietary rights in the Confidential Information. As between the parties, all Confidential Information is and shall remain the property of Licensor. By disclosing any Confidential Information to You, Licensor does not grant any express or implied right to You under any IP Rights except as expressly set forth in Section 2(a) (License Grant). Licensor reserves without prejudice the ability to protect its rights under any such IP Rights.
(b) Exceptions. The obligations of this Section 8 shall not extend to any information that (i) is now, or hereafter becomes, through no act or failure to act on Your part, publicly known or available; (ii) is known by You at the time of receiving such information, as evidenced by Your contemporaneous written records; (iii) is hereafter furnished to You by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by You by applicable Law, provided that You first give reasonably advanced prior written notice of any such proposed disclosure to Licensor in order to contest such disclosure or otherwise secure a protective order.
9. Miscellaneous. (a) Entire Agreement. This Agreement and the documents referred to in this Agreement represent the entire agreement of the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous understandings, whether written or oral. This Agreement may be amended or modified at any time, provided that such amendment or modification is in writing and is signed or electronically acknowledged/accepted and confirmed by "click-through" by the parties hereto.
(b) Force Majeure. Neither party shall be responsible to the other for any failure or delay in its performance under this Agreement if such failure or delay is due to war, act of terrorism, riot, strike, fire, sabotage, flood, or other natural disaster, catastrophe, or other similar cause outside the reasonable control of the affected party provided that such party provides the other with prompt written notice of such force majeure condition and resumes its performance as soon as possible. Neither party is entitled to relief under this Section to the extent that any event otherwise constituting an event of force majeure results from the negligence or fault of the applicable party or its Related Parties. (c) Waiver. No delay or omission by either party to exercise any right or power will impair any such right or power or be construed to be a waiver thereof. A waiver by any party of any of the covenants, conditions, or obligations to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or obligation herein contained. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.
(d) Independent Contractors. Licensor and You are independent contractors, each acting for its own account, and neither is authorized to make any commitment or representation, or incur any obligation, express or implied, on the other's behalf. In all matters relating to this Agreement, neither party or its employees or agents are, or will act as, employees of the other party within the meaning or application of any Laws.
(e) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Law and the remaining provisions will continue in full force and effect.
(f) Remedies. Except as otherwise expressly provided in this Agreement, in addition to any remedies provided in this Agreement, the parties shall have all remedies provided at law or in equity. The rights and remedies provided in this Agreement or otherwise under Law shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy, except as expressly provided otherwise in this Agreement.
(g) No Third Party Beneficiaries. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such third party shall have any right or cause of action hereunder.
(h) Attorneys' Fees. If any party shall commence any action or proceeding against the other in order to enforce the provisions of this Agreement, or to recover damages as the result of the alleged breach of any of the provisions of this Agreement, the prevailing party therein shall be entitled to recover all reasonable costs incurred in connection therewith, including reasonable attorneys' fees.
(i) Further Assurances. The parties agree (i) to furnish upon request to any other party such further information, (ii) to execute and deliver to any other party such other documents, and (iii) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.
(j) Survival. The rights and obligations of the parties set forth in Sections 3 (Ownership), 5(b)(Effect of Termination), 6 (Disclaimer; Indemnification; Limitation of Liability and Remedy), 8 (Confidentiality) and 9 (Miscellaneous), and any other provision of this Agreement that by its nature is intended to survive, shall survive the expiration or termination of this Agreement for any reason whatsoever.
(k) Construction. The captions and headings contained herein are for purposes of convenience only and are not a part of this Agreement; all references to this Agreement and the words "herein", "hereof", "hereto" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; and the words "including," "included" and "includes" mean inclusion without limitation. In the event of any ambiguities in the language hereof, there shall be no inference drawn in favor of or against either party.
(l) Dispute Resolution. This Agreement is made under and will be construed in accordance with the laws of the State of Colorado, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Colorado. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties agree that exclusive venue for any dispute arising under or in connection with this Agreement shall be in the federal district court for the District of Colorado or the state court for the City and County of Denver, Colorado. Each party hereby agrees that such courts shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
(m) Notices. Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of (i) actual receipt, irrespective of the method of delivery, (ii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service), or (iii) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
(n) Assignment. Licensor, in its sole discretion, may assign, subcontract, or otherwise transfer any of its rights or obligations under this Agreement. You shall not assign, sublicense or transfer, by operation of law or otherwise, any of Your rights or obligations under this Agreement (including Your license with respect to the Software) to any third party without Licensor's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns.
(o) U.S. Government Restricted Rights Notice. The Software was developed at private expense and is a Commercial Item, as that term is defined in 48 CFR 2.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation as such terms are used in 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, as applicable. The Software is licensed to U.S. Government end-users only as a Commercial Item and with only those rights granted to all other end-users pursuant to the terms and conditions herein.
(p) Equitable Remedies. The parties acknowledge and agree that a breach or threatened breach of Sections 2(a) (License Grant), 2(b) (License Restrictions) and 8 (Confidentiality) would result in irreparable harm to the non-breaching party or its suppliers for which a remedy at law would be inadequate, and therefore, such party shall have the right to seek to obtain injunctive relief upon any violation or threatened violation of the terms of the foregoing Sections without the necessity of posting bond or other security, in addition to all other rights and remedies available at law or in equity.
(q) Compliance With Laws. You shall at all times comply with all applicable Laws and regulations in Your use of the Software. Without limiting the generality of the foregoing, You will not export or re-export the Software without all required United States and foreign government licenses. All rights to use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement. You will defend, indemnify and hold harmless Licensor and its Related Parties from and against any violation of such Laws or regulations by You or any of Your Related Parties.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.