This agreement is entered by and between IDScan.net, Inc. (hereafter “Licensor”, “we”, “our”, “us”), and you, on behalf of the organization for which you are registering the IDScan.net software service (hereafter “Licensee”, “you”), effective as of the date of registration (hereafter “Effective Date”).
PART 1. General Terms
1. Additional Terms; Service Communications
1.1 Licensee understands and agrees that the Services may include communications such as service announcements and administrative messages from Licensor. Licensee will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services until Licensee sends Licensor a specific written notice requesting the termination of Licensee’s subscription.
1.2 All information provided through the Site or Services, including all communications sent by Licensor, and any reports generated by the Site or Services, are for general information only. We do not give professional advice. We are not in the business of providing legal or other professional services or advice. No communication or report shall represent any legal advice either express or implied. Licensee acknowledges that Licensee shall not use the Site or Services for any such purpose. Licensee understands and agrees that all decisions and representation regarding the information reported by Licensee using the Site and Services are made solely by the Licensee and that use of the Software does not relieve Licensee of responsibility, including those to any third party, for the preparation, content, accuracy, and review of such information. Licensee acknowledges that Licensee does not rely upon Licensor for advice regarding the appropriate legal treatment of items reflected through the Site or the Software.
1.3 Licensee accepts full responsibility for: (i) selection of adequate and appropriate Software to satisfy Licensee’s business needs and achieve Licensee’s intended results; (ii) use of the Software; (iii) all results obtained from the Software, and (iv)selection, use of, and results obtained from any other programs, computer equipment or services used with the Software.
2. License Grant; Licensee’s Content
2.1 Licensor grants Licensee the right to use the Site and Services and permits Licensee the right to allow employees, officers, directors, and agents of Licensee to use the Site and Services on Licensee’s behalf (herein “Authorized User”), in accordance with the terms of this Agreement. Licensee shall be limited to the number of Authorized Users for which Licensee has paid the applicable License Fee in full. Licensee accepts all responsibility for the actions of any Authorized User accessing and utilizing the Site and Services.
2.2 Licensor hereby grants Licensee, and any Authorized User, a non-exclusive, non-transferable right to use the Site and Services for the term for which Licensee has paid the applicable subscription fees during the Term (as defined in Section 6.1) solely for Licensee’s normal course of business. If any subscription-based Service is licensed on a “named user” basis, rights of any user licensed to utilize the Service cannot be shared or used by more than one individual. In addition, a user may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Service.
2.3 Licensee may use the content on the Site or provided through the Services only in Licensee’s normal course of business in connection with the Services and/or Licensee’s licensed use of Licensor’s products. Licensee is permitted to attach any Licensee trademark or logo to any report generated through the Site and Services, as expressly permitted through the Site. Licensee is permitted to add any additional disclaimer, representation, or warranty to any report generated through the Site and Services, as expressly permitted through the Site, provided that such disclaimer, representation, or warranty expressly identifies Licensee as the party providing such additional disclaimer, representation, or warranty. Except for the foregoing, Licensee may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site or provided through the Service in whole or in part.
2.4 Licensee is solely responsible for all materials that Licensee, or any Authorized User, uploads, posts, e-mails, transmits, or otherwise makes available on the Site or through the Service (“Licensee’s Content”). Licensee has the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Licensee’s Content. Licensee’s Content will be protected by Licensor with at least the same protective precautions that Licensor takes to protect its similar proprietary information from unauthorized disclosure. Licensee acknowledges that any Licensee Content may be lost or unrecoverable through use of the Site. Licensee accepts all risk of loss and releases Licensor from any liability for loss of Licensee Content on the Site.
2.5 Licensor will not, without Licensee’s prior written consent, disclose any of Licensee’s Content to any thirty party, except to those bona fide individuals whose access is necessary to enable Licensor to perform its obligations hereunder. Notwithstanding, Licensee acknowledges, consents and agrees that Licensor may access, preserve, and disclose Licensee’s registration and any other information Licensee provides if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Licensor, our Users or the public.
2.6 Licensee represents and warrants that Licensee owns or has sufficient legal right in Licensee’s Content and that Licensee’s Content, including any use thereof by Licensor as described herein, does not violate applicable law or the rights of any third party, is accurate, and is not confidential.
2.7 Licensee hereby grants Licensor, Licensor’s affiliates, and Licensor’s partners a worldwide, irrevocable, royalty-free, nonexclusive, perpetual, unlimited, assignable, sublicensable right during the License Term to use, reproduce, create derivative works of, improve, process, analyze, commercialize, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Licensee’s Content and subsequent versions of Licensee’s Content for the purposes of (i) displaying Licensee’s Content on the Site and through the Services for Licensee’s users, (ii) processing Licensee’s Content in connection with providing the Services to Licensee, (iii) distributing Licensee’s Content, either electronically or via other media, to Licensee’s users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Licensee’s Content in a remote database or on the Site for access by Licensee’s users. This license will apply to the distribution and the storage of Licensee’s Content in any form, medium, or technology now known or later developed
2.8 Licensee hereby grants Licensor, Licensor’s affiliates, and Licensor’s partners a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to Licensor to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information Licensee provides, directly or indirectly to Licensor, including, but not limited to, any user generated content, ideas, feedback, concepts, techniques or data to the services that Licensee submits to Licensor, without any further consent, notice and/or compensation to Licensee or to any third parties.
2.9 Licensee may be exposed to content that is inaccurate, and Licensee bears all risks associated with using that content. Licensor has the right, but not the obligation, to remove any content that may, in Licensor’s sole discretion, violate this Agreement or that is otherwise objectionable.
2.10 Licensor shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances.
2.11 Licensee agrees that Licensor is not and shall not be responsible for retaining records of Licensee’s clients’ information or other client data, and Licensee hereby releases Licensor from, and agrees to indemnify Licensor for any liability or damages arising out of, or relating to, the loss of any such data. Licensor may retain certain client data for its own administrative purposes.
2.12 Licensee accepts full responsibility for obtaining any client and other third-party consents or authorizations (in compliance with any other applicable law, regulation and governmental licenses) in connection with Licensee’s use of any services offered in connection with or accessible through the Software, and hereby represents that Licensee has or will obtain such consents or authorizations. Licensee agrees that Licensor and its affiliates are not and shall not be responsible for retaining records of Licensee’s clients or other client data, and hereby releases Licensor and its affiliates from, and agrees to indemnify Licensor and its affiliates for any liability or damages arising out of, or related to, the loss of any such data. Licensor and its affiliates may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Software functionality, as well as statistical analysis of such data. Licensor is not required or obligated to provide Licensee with copies of this information.
3. Technical Support
3.1 Licensor will provide email contact information to Licensee for the purpose of providing technical support to Licensee. Licensor will make all reasonable efforts to provide appropriate solutions for technical issues within the direct control of Licensor. Licensor does not guarantee any level of technical support for technical issues not within the direct control of Licensor.
4. Intellectual Property Rights
4.1 Licensor and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Site, Software, and the Services, the software, materials and other related content (excluding Licensee’s Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee or any other party relating to the Site, Software, or the Services. In addition, all content published on the Site or through the Service, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and animation, are protected by Licensor’s copyrights or trademarks or those of Licensor’s partners or users.
5. Fees and Payment
5.1 Licensee agrees to pay Licensor all applicable License Fees. Receipt of payment in full by Licensor shall be a condition precedent to Licensee’s use of the Site and Services. Any amount payable by Licensee to Licensor which is past due will be subject to a late payment charge equal to one percent (1%) per month, or the highest rate permitted by law, whichever is less.
5.2 Licensee shall be permitted to utilize the Site or Services upon selection and payment of the License Fees for the level of service selected by Licensee. Licensee shall pay the License Fees as established by Licensor at the time Licensee commences service or as later established by Licensor. Licensor reserves the right to modify the License Fees. Licensor will notify Licensee of any changes in License Fees prior to implementing any such changes. The License Fees paid by Licensee entitles Licensee to utilize the Site or Services for a one (1) year term. At the time of renewal, Licensee shall have to pay the License Fees for continued utilization of the Site or Services at current renewal rate as established by Licensor.
5.3 License Fees are on an annual basis. All subscription and licensing fees are non-refundable except as required by applicable law.
5.4 Licensee shall be fully responsible for any and all applicable taxes.
6. Term and Termination; Service Cancellation
6.1 Licensor shall provide the Services beginning on the Effective Date and for a Period of twelve (12) consecutive months from the Effective Date (“Term”). The Services will be automatically renewed for all registered users utilizing the Site and Services under Licensee’s account upon the expiration of the then current License Term, unless Licensee gives Licensor written notice thirty (30) days prior to the end of the then current License Term, of Licensee’s intention to terminate the Services. Fees at the time of automatic renewals will be at the then-current Services rates. Any automatically renewed Term shall continue for a one (1) year interval. Notwithstanding the foregoing, Licensor may immediately terminate or suspend Licensee’s use of the Services provided hereunder, or terminate Licensee’s account and this Agreement if Licensee (i) fails to pay any applicable fees when due, or (ii) breaches or otherwise fails to comply with this Agreement and fails to remedy this breach within thirty (30) days of being so notified. Licensor may terminate any free account for Services at any time in its sole discretion without liability to Licensee. Licensee will continue to be charged for the fee-based Services during any period of suspension. Termination will not relieve Licensee from the obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies.
6.2 Licensee may terminate any fee-based Services at any time during any applicable Term by providing written notice to Licensor. In the event that Licensee terminates any fee-based Service during the License Term, all applicable fees owed under this Agreement for the entire Term shall become immediately due and payable to Licensor. Upon termination, all rights and licenses granted under this Agreement shall immediately cease to exist. Upon termination Licensor shall return or destroy Licensee’s Content, as directed by Licensee. Upon termination Licensor shall destroy any content owned by Licensor displaying proprietary information and/or trade secrets of Licensee.
6.3 Upon termination by Licensor of this Agreement or any part thereof in accordance with this Agreement as a result of Licensee’s breach, negligence or default, Licensor will have no obligation to refund to Licensee any fees paid by Licensee. The provisions of this section will not apply to those situations defined by law.
7.1 All of the information that Licensor collects from Licensee, or any Authorized User, such as registration information, is subject to applicable privacy laws. Licensor will not use private user information collected from Licensee for any use not connected to providing Services under this Agreement. Licensor will take all reasonable measures to protect personal information and will not disclose any personal information to any third-party, except as authorized by Licensee or required by law.
7.3 Anonymous data collection. Licensor measures and analyzes non-identifying Licensee submitted data, aggregate usage, and volume statistical information from Users in order to (i) constantly improve the quality of the service and features of the Site or Services; and (ii) analyze, research, and publish aggregate, non-identifying summary data.
7.4 Licensor may freely use feedback Licensee provides. You agree that Licensor and its Affiliates may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Licensor a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Licensor in any way.
8. Licensee’s Conduct on the Site and other Restrictions
8.1 Licensee will provide Licensor with true, accurate, current, and complete information. Licensee will promptly update Licensee’s registration to keep it accurate, current, and complete. Licensee agrees: (i) if Licensor issues Licensee a password, Licensee may not reveal it to anyone else; (ii) not to permit unauthorized Users from using Licensee’s account; (iii) refrain from using other user’s accounts; (iv) may not use anyone else’s password; (v) refrain from selling, trading, or otherwise transferring account to another party; (vi) refrain from charging anyone for access to any portion of account, or any information therein. Licensee is responsible for maintaining the confidentiality of Licensee’s accounts and passwords. Licensee agrees to immediately notify Licensor of any unauthorized use of passwords or accounts or any other breach of security. Licensee also agrees to exit from Licensee’s accounts at the end of each session. Licensor will not be responsible for any loss or damage that may result if Licensee fails to comply with these requirements.
8.2 If Licensor provides Licensee with an administrator user ID and password for accessing the Service, Licensee will assign it to Licensee’s administrator. Licensee will be responsible, through Licensee’s administrator, for setting and modifying Licensee’s and Licensee’s users’ profile and preferences for the Services, authorizing and terminating individual user ID’s and passwords and specifying the access rights of those individuals to the Services. The administrator will notify Licensor if the administrator needs to change the administrator’s or any user’s ID, and the administrator may do so only by contacting Licensor at the email address for technical support specified by Licensor from time to time.
8.3 Licensee will be responsible for all activity occurring under Licensee’s accounts and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with Licensee’s use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
8.4 The technology and the software underlying the Site and the Services are the property of Licensor and/or Licensor’s affiliates, suppliers and partners. Licensee agrees not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. Licensee agrees not to modify the software underlying the Site in any manner or form or to use modified versions of such software. Without limiting the foregoing, Licensee agrees that neither Licensee nor any Authorized User will use the Site to take any of the following actions (the licenses granted herein being fully conditioned on Licensee’s and any Authorized User’s compliance with the following):
- Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, Licensor’s sites, any software or hardware, or telecommunications equipment;
- Infringe upon patents, trademarks, trade secrets, copyrights or any other proprietary rights of any third party;
- Download any file that Licensee or any Authorized User knows or reasonably should know cannot be legally obtained in such manner;
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
- Restrict or inhibit any other user from using and enjoying any area within the Site;
- Interfere with or disrupt Licensor’s sites, servers, or networks;
- Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;
- Impersonate any person or entity, including, but not limited to, any Licensor representative, or falsely state or otherwise misrepresent Licensee’s affiliation with a person or entity;
- Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate Licensee’s presence on the Site;
- Take any action that imposes an unreasonably or disproportionately large load on Licensor’s infrastructure;
- Engage in any illegal activities;
- Utilize or copy information, content or any data you view on and/or obtain from Site to provide any service that is competitive, in Licensor’s sole discretion, with Licensor;
- Imply or state, directly or indirectly, that you are affiliated with or endorsed by Licensor unless you have entered into a written agreement with Licensor;
- Sell, sponsor, or otherwise monetize the Site or Services or any other service or functionality of the Site, without the express written permission of Licensor or as expressly permitted through the Site and this Agreement;
- Deep-link to the Site for any purpose unless expressly authorized in writing by Licensor;
- Collect, store or transmit any Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.
- Infringe or use Licensor’s brand, logos and/or trademarks, including, without limitation, using the words “IDScan.net” or “VeriScan” in any business name, email, or URL or including the Licensor’s trademarks and logos unless expressly permitted by Licensor;
- Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;
- Access, via automated or manual means or processes, the Site or Service for purposes of monitoring the Site’s or Service’s availability, performance or functionality for any competitive purpose;
- Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site or Service;
- Attempt to or actually override any security component included in or underlying Site or Service;
- Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Licensor’s infrastructure, including disrupting any servers or networks connected to the Site or Service, attempting to gain unauthorized access to the Site or Service, or transmitting or activating computer viruses through the Site or Service;
8.6 Unauthorized access to the Site or Service is a breach of this Agreement and a violation of the law. Licensee agrees not to access the Site or Service by any means other than through the interface that is provided by Licensor for use in accessing the Site or Service. Licensee agrees not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site or Service, except those automated means that Licensor has approved in advance in writing.
8.7 Licensee may not access the Site or Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
8.8 Use of the Site or Service is subject to existing laws and legal process. Nothing contained in this Agreement will limit Licensor’s right to comply with governmental, court, and law-enforcement requests or requirements relating to Licensee’s use of the Site or Service, which may include disclosing Licensee’s Content to the applicable authorities.
8.9 Licensee shall indemnify and hold harmless Licensor against any claims regarding improper disclosures through the Site or Services related to biometric information or biometric identifiers related to this License and Licensor’s provision of services herein. As used herein, “biometric identifier” means a retina or iris scan, fingerprint, voiceprint, or scan of hand or face geometry and “biometric information” means any information, regardless of how it is captured, converted, stored, or shared, based on an individual’s biometric identifier used to identify an individual. Licensee hereby warrants that it will not utilize, collect, retain, or transmit biometric information or biometric identifiers as defined herein through the Site or Services without explicit authorization of each individual from whom biometric identifiers or biometric information is obtained.
8.10 Licensee will have control of the data retention policy of the Site and Services as used by Licensee, including storage of biometric identifiers and biometric information. Licensee shall ensure that all storage of all information, including biometric identifiers and biometric information, is in conformance with any and all applicable laws and Licensee shall indemnify and hold harmless Licensor for any violation of any applicable law arising out of the data retention policy established by Licensee.
9.1 Licensee will defend Licensor from any third-party claim, and will pay all damages, costs, awards, judgments, settlements, including reasonable attorneys’ fees, incurred by Licensor, arising out of:
- Licensee’s use of the Site or Services;
- Any Authorized User’s use of the Site or Services;
- Any use or alleged use of Licensee’s accounts or Licensee’s passwords by any person, whether or not authorized by Licensee;
- The content, the quality, or the performance of content that Licensee submits to the Site or through the Services; or
- Licensee’s violation of this Agreement.
10. Warranty; Disclaimers
10.1 THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.
11. LIMITATION OF LIABILITY
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENSOR NOR ITS AFFILIATES, SUPPLIERS OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
11.3 SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN SUCH STATES/JURISDICTIONS, LICENSOR’S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12.1 Any dispute arising out of or relating to this Agreement or the Site or Services will be finally settled by arbitration, except that Licensor may bring an action in a court of competent jurisdiction with respect to any dispute affecting Licensor’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Miami Lakes, Florida, United States, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator selected under the Rules must be a lawyer. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Licensee agrees that Licensor may seek any interim or preliminary equitable relief from a court of competent jurisdiction in New Orleans, Louisiana, necessary to protect the rights or the property of Licensee or Licensor (or its affiliates, agents, suppliers, and subcontractors), without the posting of a bond.
13.1 The Site and Services feature trademarks, service marks, and logos that are the property of Licensor and/or its affiliates, suppliers, partners and licensors. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and Licensee agrees not to use them in any manner without the prior written permission of the applicable owner.
13.2 Licensor may be required by state or federal law to notify Licensee of certain events. Licensee hereby acknowledges and consents that such notices will be effective upon Licensor’s posting them on the Site or delivering them to Licensee through e-mail. Licensee may update Licensee’s e-mail address by visiting the Services where Licensee has provided contact information. If Licensee does not provide Licensor with accurate information, Licensor cannot be held liable if Licensor fails to notify Licensee.
13.3 Licensor’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and Licensee’s right to use the Services may not be assigned by Licensee without the prior written approval of Licensor.
13.4 This Agreement, including any applicable attachments, and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between Licensee and Licensor and govern Licensee’s use of the Site and Services, superseding any prior agreements that Licensee may have with Licensor. Any additional or different terms in Licensee’s ordering documentation such as purchase orders are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given.
13.5 Licensee may not use, import or export materials on this Site or through the Services in violation of United States, or any other applicable country’s, import and export laws and regulations. Licensor assumes no responsibility or liability for Licensee’s failure to obtain any necessary export approvals. Without limiting the foregoing, Licensee agrees that the Site and Services will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining any export license or other approval that may be required under United States, and any other applicable country’s, laws, regulations and requirements. Licensee hereby certifies that none of the content on the Site, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
13.6 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will sever and delete the provision. In any event, all other terms remaining valid and enforceable will survive and remain in full force and effect.
13.7 If Licensee has a dispute with one or more Authorized Users, Licensee releases Licensor (and Licensor’s officers, directors, agents, affiliates and employees) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
13.8 If you fail, or Licensor suspects that you have failed, to comply with any of the provisions of this Agreement, Licensor, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the Site and Services; and/or (iii) preclude access to the Site (or any part thereof) or use of the Services.
13.9 Licensor reserves the right to modify, suspend, or discontinue the Site (or any part or content thereof) at any time with or without notice to you, and Licensor will not be liable to you or to any third party should it exercise such rights.