Farpointe Mobile Access App – Farpointe Mobile Access Services
END USER LICENSE AGREEMENT (EULA)
Please read this entire End User License Agreement (EULA) carefully before installing or using the Farpointe Mobile Access App (FMAA) or the Farpointe Mobile Access Services (FMAS) (collectively referred to as the FMAA/FMAS). This EULA is a legal agreement between You (either an individual person or a single legal entity) and Farpointe Data, Inc. (Farpointe or Us).
By Clicking "I Agree" or otherwise taking any step to install or utilize the FMAA/FMAS you agree to be bound by the terms of this EULA and this Agreement shall be effective and bind you from that point. If you do not want to be bound by the terms of this EULA do not click "I Agree" and do not install or otherwise utilize the FMAA/FMAS.
This EULA is a legal agreement between You and Farpointe, setting out the rights, obligations, liabilities and other matters relating to the FMAA/FMAS provided to and used by You under this EULA.
The following defined terms are used in this Agreement and shall have the meanings described as follows:
- "Agreement" means this End User License Agreement or EULA.
- "Device" means Your smart phone or other portable electronic device with data communications network capability, on which the Licensed Materials are stored and/or which is used to access the FMAS.
- "Enterprise" means an enterprise which has acquired the right to use the FMAS and the Licensed Materials from Farpointe and/or its licensed reseller to provide you with access to one or more Facilities.
- "Farpointe" means Farpointe Data, Inc. together with Our corporate affiliates, collectively or individually.
- "Facility" means a secured location, a product, a service, a venue, or the like.
- "License" means the license described in the Grant of License below.
- "Licensed Material" means (i) the FMAA and (ii) any material provided by Us for use of the FMAS such as documentation, digital data, digital access credentials, digital access tickets and the like, regardless of how obtained by or provided to You.
- "FMAA" means the Farpointe Mobile Access App software application program developed by Us, which You need to install on Your Device in order to use the FMAS. The software code of the FMAA, its design, structure and organization, interfaces, the manner in which it interoperates with the FMAS, and the like, are the property of Farpointe and/or its suppliers.
- "FMAS" means the Farpointe Mobile Access Services provided by Us under this Agreement to allow You to gain access to certain facilities.
- "Intellectual Property Rights" means all intellectual property and proprietary rights, including, but not limited to: patent, copyright, trademark and trade secret rights, or the like, recognized under United States and/or foreign laws, which are embodied in the FMAA/FMAS.
- "Password" or "PIN" means the password or PIN code or other access control credential that You may use to protect access to the FMAS from Your Device.
- "Software and accompanying Documentation" means the FMAA, FMAS and any accompanying documentation or technical information or data provided by Us to You.
- "You" means You, the individual person or single legal entity, who enters into this Agreement with Us upon accessing and using the FMAA/FMAS that We provide under this Agreement.
- "We", "Us" or "Our" means Farpointe.
- Your obligations
- Security and Use - You are responsible for securing Your Device from access by third parties, managing your Password, PIN or other access control credential, including selecting a secure Password or PIN, changing it from time to time, and taking all necessary precautions to keep the Password or PIN secret and secure. You shall download updates and/or upgrades of the Licensed Materials to Your Device promptly as they become available.
- Reporting Unauthorized Access - If You find that Your Password or PIN has been hacked, compromised and/or used by a third party, You shall immediately notify the Enterprise and/or Farpointe thereof, and follow the instructions you receive to address the unauthorized access. We shall not be liable for any problems or claims that may result from Your failure to notify the Enterprise and/or Farpointe of such unauthorized access or to follow the instructions that you receive.
- Cessation of Use - You shall immediately notify the Enterprise and/or Farpointe if Your Device is lost, to be sold, transferred or assigned to someone else, or when You cease using the FMAS.
- Configuration of Device - You are responsible for making sure that all settings, required network communication, entries, and updates/upgrades necessary to operate the run the FMAA on Your Device and access the FMAS from Your Device are correct;
- Lawful Use - You agree to use the Licensed Materials exclusively with the FMAS in order to gain access to Facilities to which You are lawfully permitted access. You shall not use the Licensed Materials or FMAS for any unlawful, illegal or improper purposes or in order to obtain unauthorized access of any kind to any Facility. Any unlawful, unauthorized, illegal or improper use or access is a breach of this Agreement and may be subject to criminal prosecution and/or a lawsuit for damages.
- Compliance with Laws and Agreement - You shall comply with all applicable laws and the terms and conditions of this Agreement.
- Third Party Services - The Licensed Materials and/or FMAS may require access to third party services such as a mobile network connection, roaming connection, and the like. You are responsible for obtaining these additional services and We are not liable for any additional terms and costs of service that may apply with respect thereto and We are not responsible for the proper functionality of any such third-party services.
- Use Limitations - The License provided in this Agreement is limited to what is expressly set forth herein and explicitly restricts certain actions. You agree not to do any of the following things and understand that any attempt to do any of these things by You or someone to whom You have given access to Your Device, is a violation by You of Our rights, and is a breach of this Agreement:
- Allow any other person to use Your Device and/or grant any third-party access to the Licensed Materials and/or the FMAS;
- Register false or intentionally misleading information in applying for or amending Your access to the FMAA and/or FMAS;
- Use the Licensed Materials or FMAS on or from any Device that You or the Enterprise do not own or control;
- Distribute or make the Licensed Materials or FMAS available over a network where they could be used by more than one Device at the same time;
- Rent, lease, lend, sell, redistribute or sublicense the Licensed Materials or FMAS or a Device on which the Licensed Materials are installed;
- Copy (other than as pursuant to a conventional backup of your Device), sublicense, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Materials or FMAS, any updates thereto, or any portions thereof, or permit or engage anyone else to do so;
- Download any software to the Device which may impact the functionality and security of the Device, the Licensed Materials or FMAS (including, but not limited to "rooting" or "jailbreaking" the Device);
- Permit anyone to tamper with the Device in a way that may impact the functionality and security of the Device;
- Engage in any act that interferes with Our business or violates the License or infringes Our Intellectual Property Rights; and/or
- Alter or modify in any way the Licensed Materials or the manner in which the FMAA installs itself on your device(s), including altering or modifying any notices, restrictions or product identifications associated with the Licensed Materials and/or FMAS.
- Grant of License
- Grant of License - You are hereby granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed Materials and FMAS for the purposes set forth herein and subject to all of the limitations, covenants and conditions set forth herein.
- Scope of license - The Licensed Materials and FMAS are licensed, not sold or transferred, to You for use only under the terms of the license set out in this section. We reserve all rights not expressly granted to You under this License. This license is granted by Us to You for the Licensed Materials and FMAS and is limited to a non-exclusive, non-transferable, revocable license to use the Licensed Materials and FMAS for use on a Device that You own or control and as permitted by this Agreement.
- Updates - The Licensed Materials and FMAS may be periodically updated in Our sole discretion and You agree to such updates whether automatically or manually installed with or without notice to you. The terms of this Agreement will govern any updates and/or upgrades provided by Us that replace and/or supplement the original Licensed Materials and FMAS (and such updates and/or upgrades will consequently be part of the Licensed Materials), unless such update and/or upgrade is accompanied by a separate license in which case the terms of that license will govern. We may amend this Agreement at Our discretion. If We consider the changes to be material, You will be notified of such changes through the FMAS the FMAA and/or the Enterprise. By continuing to use the Licensed Materials and/or FMAS after such a notification, You expressly acknowledge and agree to the changes. If You do not agree to the changes You must cease your use of the Licensed Materials and FMAS immediately and promptly notify the Enterprise and/or Farpointe accordingly.
- Installation - You may install and use the Licensed Materials on a single mobile device such as a personal mobile smart telephone or tablet computer. If you have multiple mobile devices you may download the Farpointe Mobile Application separately to more than one of them.
- Our Obligations
- Provision Of Services
- FMAS - The FMAS shall be provided in accordance with the service levels, if any, set out in the TERMS OF SERVICE or equivalent arrangement between Farpointe and the Enterprise making it possible for You to use the FMAS. The FMAS may be interrupted or suspended in accordance with the Farpointe Data TERMS OF SERVICE which may interfere with Your ability to utilize the Licensed Materials and/or the FMAS.
- Notification of Changes - If there is any material change in the content, method of use, or hours of use, of the FMAS, or if the FMAS are suspended or ceased, We will notify the Enterprise.
When you download, activate or utilize the Licensed Materials, we will receive or collect information about you including Your Personal Information to include your mobile phone's telephone number, as well as the mobile phone brand, model, OS and version, Licensed Materials' name and version and the number of credentials requested or downloaded to your mobile phone. Your Personal Information is collected or received for the delivery, installation, and for you to implement the FMAA and make use of the FMAS. If at the time of enrollment you select the "I agree to share usage patterns to improve app experience", then we will collect Your Personal Information in addition to the foregoing to include a unique identifier generated by the Licensed Materials which is separate from your mobile telephone number, screen time in the Licensed Materials and in various screens in the Licensed Materials, as well as any operational anomaly which is observed in the Licensed Materials, and then what other functions may have been executing at the time of the operational anomaly. Your Personal Information as described is collected or received if at the time of enrollment, you selected the "I agree to share usage patterns to improve app experience" in order to better users’ FMAA and FMAS experience. Additionally, in the delivery to you or your use of our service we may receive or collect information about you such as, for example, but without limitation: your name, your utilization of facilities that implement the FMAA and make use of the FMAS in the means of access, time and dates of use, locations of use, and the like ("Your Personal Information"). We will, where required, share Your Personal Information with those with a responsibility for the facilities you access. When you provide Your Personal Information to us you agree that the information provided is accurate and current and not in some way false or fictitious. We will store Your Personal Information on secure servers and the like using commercially available measures for securing Your Personal Information. When we transfer Your Personal Information outside of the United States and Canada, including potentially to jurisdictions that may not have similar data protection standards, we will take the measures required by the United States and Canada data protection laws to carry out such transfers. We will utilize adequate technical and organizational measures to protect Your Personal Information from unauthorized access or use and against accidental loss or destruction. Your Personal Information data will be kept while a valid contract is in place and deleted only after contract termination and any legal retention periods have expired. You may request Your Personal Information be deleted by making a request in writing to Farpointe Data, Inc., Attn: FMAA/FMAS Administrator at the address contained herein. Your written deletion request must include your telephone number of your mobile telephone on which the Licensed Materials had been utilized. From the date of our response confirming your written deletion request, Your Personal Information may be stored, backed up and kept for a maximum period of six (6) months thereafter before they are deleted.
We may use Your Personal Information for any of the following purposes:
You have the following rights vis-à-vis ourselves with regard to Your Personal Information:
- to facilitate your use of and access to the Licensed Materials and FMAS;
- to support your use of the Licensed Materials and FMAS;
- to support your access to facilities utilizing the Licensed Materials and FMAS;
- to measure and log your use of the Licensed Materials and FMAS;
- to modify and improve the Licensed Materials and FMAS;
- to monitor use of the Licensed Materials and FMAS so as to prevent abuse, theft and the like; and
- to provide you with updates, information about our service, and the like.
We may also store information on Your Device to facilitate the foregoing.
- Right of access
- Right to rectification or erasure
- Right to limitation of processing
- Right to object to processing
- Right to data portability.
- Right to lodge a complaint with a regulatory authority.
You are not required to provide any feedback on the use of the Licensed Materials and/or the FMAS. If you choose to provide such feedback, Farpointe and its suppliers and their respective licensees may freely use, copy, create derivative works of, license and otherwise commercially exploit in all conceivable ways the content of any such feedback without charge, royalty or acknowledgement and you hereby license Farpointe and its suppliers and their respective licensees to do so. You furthermore hereby assign to Farpointe any intellectual property (e.g., patent, trademark and/or copyright) rights which may exist in any such feedback.
- Termination of Agreement
- This Agreement shall be effective until terminated by either You or Farpointe as set forth below:
- You may terminate this Agreement at any time by deleting the Licensed Materials in their entirety from Your Device and ceasing all use of the FMAS.
- This Agreement shall terminate automatically if:
- you breach any provision of this Agreement or otherwise fail to comply with the terms, conditions and covenants of this Agreement;
- We may terminate this Agreement at any time if:
- we are required to do so by law; or
- we decide to no longer provide the services associated with the Licensed Materials and the FMAS.
- Upon Termination Of This Agreement
- We may delete, directly or indirectly via a third party, the Licensed Materials stored in Your Device and You hereby irrevocably consent to such deletion;
- You shall immediately cease all use of the Licensed Materials and FMAS, and delete all copies and backup copies, full or partial, of the Licensed Materials provided to You.
- Intellectual Property Rights
- The Intellectual Property Rights embodied in the Licensed Materials and FMAS shall at all times belong to Us and/or our providers.
- This Agreement does not transfer to You any rights or ownership in the Licensed Materials or FMAS or Intellectual Property Rights that may be embodied therein, but permits You to use the Licensed Materials and Services in a commercially reasonable manner subject to the terms and conditions of this Agreement for as long as the Agreement is in force and no longer.
- DISCLAIMER OF ALL WARRANTIES
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LICENSED MATERIALS AND FMAS IS AT YOUR SOLE RISK AND THAT THE LICENSED MATERIALS AND FMAS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND.
- YOUR USE OF THE LICENSED MATERIALS AND FMAS IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES INCLUDING LOSS OF USE OF OR INABILITY TO USE THE LICENSED MATERIALS AND FMAS AND DAMAGES TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE OR ATTEMPTED USE.
- TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FARPOINTE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, LICENSORS AND SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, WITH REGARD TO THE LICENSED MATERIALS AND FMAS. WE DO NOT WARRANT THAT LICENSED MATERIALS AND FMAS WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT THE FMAS WILL BE UNINTERRUPTED, TIMELY, ERROR FREE, ACCURATE, RELIABLE, SECURE OR FREE OF VIRUSES, WORMS, DISABLING CODE OR THE LIKE.
- NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN TO YOU BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OF ANY KIND.
- THE LICENSED MATERIALS AND FMAS ARE NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES WHERE THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY OR SERIOUS PHYSICAL OR ENVIRONMENTAL DAMAGE.
- LIMITATION OF LIABILITY
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT NOT PROHIBITED BY LAW, FARPOINTE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING, WITHOUT LIMITATION, FOR PERSONAL INJURY, LOSS OF DATA AND/OR DAMAGE TO YOUR DEVICE, LOSS OF USE, INABILITY TO USE THE LICENSED MATERIALS OR FMAS, LOSS OF BUSINESS, LOSS OF ACTUAL PROFITS OR SAVINGS (INCLUDING LOSS OF CONTRACT), LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OF ANY KIND OR ANY OTHER PECUNIARY OR COMMERCIAL DAMAGES OF LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED MATERIALS AND FMAS, HOWEVER CAUSED, AND EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
- YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR DAMAGES, LOSSES, LIABILITIES OR CLAIMS: (1) ARISING OUT OF FALSE OR INACCURATE INFORMATION PROVIDED BY YOU; (II) INCURRED BY YOU DUE TO A REASON ATTRIBUTABLE TO YOU OR YOUR FAILURE TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT; (III) RESULTING FROM A THIRD-PARTY'S ILLEGAL OR UNAUTHORIZED ACCESS TO OR USE OF THE DEVICE, LICENSED MATERIALS OR FMAS; AND/OR (IV) RESULTING FROM A THIRD-PARTY'S ILLEGAL OR INADVERTENT INTERRUPTION OR SUSPENSION OF TRANSMISSION TO OR FROM A SERVER OR ILLEGAL OR INADVERTENT UNAUTHORIZED ACCESS TO OR USE OF A SERVER.
- TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL FARPOINTE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INTERNS, SUBSIDIARIES, AFFILIATES, LICENSORS, CONSULTANTS AND SUPPLIERS BE LIABLE FOR PERSONAL INJURY, OR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION TO LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS PROCURED USING THE SERVICE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, FARPOINTE’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF FIFTY US DOLLARS ($ 50.00). THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DECLARED INVALID OR INAPPLICABLE.
- ANY FAILURE BY US TO ENFORCE THIS AGREEMENT OR ANY PART HEREOF SHALL NOT MEAN A WAIVER OF OUR RIGHT TO DO SO.
- Notice to U.S. Government End Users.
The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
- Export Control and Prohibited Uses
You may not use or otherwise export or re-export the Licensed Materials or Services except as authorized by applicable law and by this Agreement. By using the Licensed Materials or Services, You represent and warrant that You are not located in or plan to use the Licensed Materials or FMAS in any country to which export or re-export is prohibited under applicable law (such as a country subject to a U.S. Government or United Nations embargo or sanctions) and that You are not listed on any U.S. Government, European Union, British, United Nations, or any other relevant government list of prohibited or restricted parties and will not export or resell the Licensed Materials to any such person, or without any required export licenses and approvals. You also agree that You will not use the Licensed Materials or FMAS for any purposes prohibited by law and/or to facilitate the development, design, manufacture or production of weapons of mass destruction including nuclear, biological and chemical weapons, and the like.
- General Matters
- Submission. The parties shall attempt to resolve all disputes, controversies and claims (collectively referred to herein as "Disputes") relating to or arising out of this Agreement in good faith within thirty (30) days following the occurrence of such Dispute without resorting to consultation with third parties. If the Dispute cannot be settled within such thirty (30) day period, then either party may submit such Dispute to arbitration in accordance herewith.
- Claims Subject to Arbitration. Any Dispute arising out of or relating to this Agreement or the breach, termination or validity of this Agreement shall be submitted to arbitration as prescribed herein. Any arbitration related to this Agreement will be governed by and construed in accordance with the provisions of Article XV below.
- Process. The parties agree to arbitration before a single arbitrator knowledgeable and experienced in matters of intellectual property law (including patent law) appointed by Judicial Arbitration and Mediation Services ("JAMS") (or if JAMS is unavailable, a similar organization) upon demand by any party to this Agreement. Such arbitrator shall conduct the arbitration in accordance with JAMS rules and procedures, unless otherwise provided herein. The arbitration will be conducted in Santa Clara County, California. The arbitrator's decision and award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereon. Any duty to arbitrate under this Agreement will remain in effect and enforceable after termination of this Agreement for any reason. For the purposes of enforcement of any award, the parties both irrevocably consent to jurisdiction and venue in the courts of Santa Clara County, California.
- Costs. The costs, fees and expenses (including attorneys' fees) ("Costs") associated with any arbitration of Disputes hereunder shall, in the first instance, be paid equally by the parties; provided that within fifteen (15) days of the final decision of the arbitrator the prevailing party shall be reimbursed for all such Costs, incurred by it; and provided, further, that if neither party shall be found to be exclusively at fault, all such Costs shall be split pro rata by the parties based on their percentage fault as determined by the arbitrator.
- Entire Agreement. The Agreement embodies the entire understanding between the Parties and supersedes any prior understanding and all other oral written agreements between and among them respecting the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the Parties relating to the subject matter of the Agreement that are not fully expressed herein.
- Amendment. No change, modification, amendment, extension, termination or waiver of the Agreement, or any of the provisions herein contained, shall be valid unless made in writing and signed by both Parties.
- Expenses. In the event an action at law or in equity is required to enforce or interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which that party may be entitled.
- Interpretation. The headings herein have been inserted only as a matter of convenience of reference, and in no way define, limit or describe the scope of this Agreement or the intent of any provisions thereof. No provision of this document is to be interpreted for or against any party because that party or party's legal representative drafted it.
- No Assignment. You may not assign this Agreement or any of Your duties or Rights hereunder.
- Controlling Law. The validity and construction of this Agreement and all matters arising out of or relating to this Agreement are and must be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of laws provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. In no way shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods.
- Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. The parties agree that (i) the provisions of this Agreement shall be severable in the event that any of the provisions hereof are for any reason whatsoever invalid, void or otherwise unenforceable, (ii) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (iii) the remaining provisions shall remain enforceable to the fullest extent permitted by law. For example, should any provision of this Agreement be held invalid either due to the duration thereof or the scope of the prohibited activity, such provision shall be limited by the interpreter to the extent necessary to make it enforceable and, if invalid for any other reason, such invalidity or unenforceability shall not affect or limit the validity and enforceability of the other provisions hereof.