END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT (the “Agreement”) between Common Edits, Inc. (“we” or “Common Edits”) and the end user who accepts the terms in this agreement or otherwise accesses or makes use of the Services and/or Software (“you” or the “User”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND COMMON EDITS AND THIS AGREEMENT SHALL GOVERN YOUR ACCESS AND USE OF COMMON EDITS’s CONTENT CREATION AND REMIX SERVICES (THE “SERVICES”) THROUGH YOUR INSTALLATION OF THE EXECUTABLE SOFTWARE PROVIDED BY COMMON EDITS (THE “SOFTWARE”) ON YOUR DEVICE AND YOUR USE OF SUCH SOFTWARE IN CONNECTION WITH THE SERVERS AND OTHER HARDWARE, IF ANY, PROVIDED BY COMMON EDITS, AS WELL AS ANY MANUALS, INSTRUCTIONS, DESCRIPTIONS, SPECIFICATIONS OR OTHER MATERIALS, IN HARD COPY OR ELECTRONIC FORM, PROVIDED BY COMMON EDITS DESCRIBING OR RELATING TO THE USE OF THE SERVICES (THE “DOCUMENTATION”), ABSENT ANOTHER SIGNED LICENSE AGREEMENT COVERING THE SERVICES/SOFTWARE EFFECTIVE BETWEEN YOU AND COMMON EDITS. TO THE EXTENT THIS AGREEMENT IS CONSIDERED TO BE AN OFFER BY COMMON EDITS, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING THE “I ACCEPT” BUTTON OR BY INSTALLING THE SOFTWARE OR OTHERWISE USING OR ACCESSING THE SERVICES, YOU AFFIRM THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ACCEPT THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “REJECT” BUTTON AND DO NOT INSTALL THE SOFTWARE OR OTHERWISE USE OR ACCESS THE SERVICES.
BY CLICKING THE “I ACCEPT” BUTTON OR BY INSTALLING, USING OR OTHERWISE ACCESSING THE SERVICES, YOU INDICATE THAT YOU INTEND YOUR ACT TO SERVE AS YOUR SIGNATURE TO THIS AGREEMENT AND TO HAVE THE SAME FORCE AND EFFECT AS THE USE OF A MANUAL SIGNATURE, AND IF YOU ARE INSTALLING, USING OR OTHERWISE ACCESSING THE SERVICES IN YOUR CAPACITY AS AN EMPLOYEE OR AGENT OF A BUSINESS ENTITY, YOU WARRANT THAT YOU HAVE ACTUAL AUTHORITY TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT.
1. GRANT OF LICENSE
You are hereby granted a nonexclusive, nontransferable, nonsublicensable, limited, personal license to install, access and use the Software, only in object code form, only in accordance with the Documentation, and only as necessary in connection with your authorized use of the Services (the “License”). The License permits you to use only one copy of the Software, only for your own personal, internal business benefit, and only in accordance the terms and conditions of this Agreement. You have no right to receive, discover, attempt to discover, use or examine any source code or design documentation relating to the Software or the Services. The License granted herein does not constitute a sale of the Services, the Software or the Documentation, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY COMMON EDITS.
2. RESTRICTIONS; ACCEPTABLE USE POLICY
No part of the Services, the Software or the Documentation may be used by anyone other than you without the prior written consent of Common Edits.
You shall not (and shall not allow any third party to) (a) copy the Software or Documentation except for backup purposes as provided above, (b) decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats, data structures or other aspects of the Software or the Services, (c) remove, modify or obscure any product or service identifier, copyright, trademark or other proprietary rights notice or other notices, instructions, disclaimers or legends from any part of the Software, the Documentation or the Services, (d) provide, lease, lend, host, use for timesharing, service bureau, ASP, SaaS or similar purposes or otherwise use or allow others to use any part of the Services, the Software or the Documentation to or for the benefit of third parties, (e) except as expressly specified in the Documentation, use or incorporate any hardware or software with any part of the Software or the Services, or (f) modify or create a derivative work of any part of the Software, the Documentation or the Services. Except as expressly allowed by this Agreement, you shall not use or disclose any aspect of the Service, the Software or the Documentation, or any related technology, ideas, algorithms, data or other information. You expressly acknowledge and agree that there is no adequate remedy at law for a breach of this Section, that such a breach would irreparably harm Common Edits and that Common Edits is entitled, without limiting any of Common Edits’ other remedies at law or equity, to obtain injunctive relief (temporary and permanent) from any court of competent jurisdiction immediately upon request and without the need to post a bond or security, with respect to any such breach or potential breach in addition to any other remedies.
The provisions of this Section are also sometimes referred to as our Acceptable Use Policy. From time to time, Common Edits may, in our reasonable discretion, change our Acceptable Use Policy to add new, alter or otherwise modify restrictions on your use of the Services, the Software or the Documentation. Any change to the Acceptable Use Policy made during the term of this Agreement will become effective upon the first to occur of: (i) your logging in to the Services or (ii) 30 days following our notice to you describing such change. By logging in to the Services, you shall be deemed to have accepted all new restrictions on your use of the Services, the Software and the Documentation. If you choose not to accept any new restriction on your use of any part of the Services, the Software or the Documentation, this Agreement shall be immediately terminated and you shall no longer be authorized to access or otherwise use any of the Services, the Software or the Documentation in any manner or for any purpose whatsoever. The most current version of the Acceptable Use Policy can be found at INSERT URL
3. TERM AND TERMINATION
The Term of this Agreement and your License hereunder remains in effect unless this Agreement is terminated earlier by you or Common Edits (the “License Term”).
You may terminate this Agreement at any time by uninstalling the Software and any Documentation (and all copies thereof) and confirming to Common Edits in writing your compliance with this requirement. Common Edits may terminate this Agreement, without prejudice to any other rights we may have, if you fail to comply with any of the terms or conditions of this Agreement. Upon any termination of this Agreement, the License and all of Common Edits’ performance obligations terminate and you must uninstall, no longer access, attempt to access and/or utilize the Software and/the Services. All provisions of the Agreement which reasonably should survive termination will do so; by way of example but not of limitation, all obligations regarding confidentiality survive. Termination is not Common Edits’s exclusive remedy and all other remedies will be available to Common Edits whether or not the License is terminated.
You agree that Common Edits may suspend Services without liability if: (i) we reasonably believe that the Services are being used in violation of this Agreement; (ii) you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) there is an event for which we reasonably believe that the suspension of Services is necessary to protect the Common Edits network or our other users; or (iv) if required by law. We will give advance notice of a suspension under this Section of at least 12 business hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect Common Edits or its other users from imminent and significant operational or security risk.
4. RESPONSIBILITY FOR ACCESS AND USE
YOU UNDERSTAND THAT YOU ARE PERSONALLY RESPONSIBLE FOR THE USE OF AND ACCESS TO ALL DATA AND THE SERVICES, THE SOFTWARE AND THE DOCUMENTATION BY YOU, ANY EMPLOYEE OR AGENT OF YOURS, ANY PERSON TO WHOM YOU HAVE GIVEN ACCESS TO YOUR DATA, THE SERVICES, THE SOFTWARE OR THE DOCUMENTATION, AND ANY PERSON WHO GAINS ACCESS TO ANY DATA, THE SERVICES, THE SOFTWARE OR THE DOCUMENTATION AS A RESULT OF YOUR FAILURE TO USE REASONABLE SECURITY PRECAUTIONS, EVEN IF SUCH USE OR ACCESS WAS NOT AUTHORIZED BY YOU, AS WELL AS ANY AND ALL RESULTS OF ANY SUCH USE OR ACCESS, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMMON EDITS, AND EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, RESELLERS, LICENSORS, SUPPLIERS, INVESTORS, OWNERS, ASSIGNS OR AFFILIATES (EACH, A “COMMON EDITS AFFILIATE”), FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES (INCLUDING ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES), CAUSES OF ACTION, CLAIMS, SETTLEMENT PAYMENTS, INTEREST, ACTIONS, SUITS, AWARDS, JUDGMENTS, DIMINUTION IN VALUE, FINES, FEES OR PENALTIES, AS WELL AS ANY OTHER CHARGES, COSTS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, ANY COURT FILING FEE, COURT COST, ARBITRATION FEE, ARBITRATION COST, WITNESS FEE, AS WELL AS ANY OTHER FEE OR COST OF INVESTIGATING, DEFENDING OR OTHERWISE ASSERTING ANY CLAIM FOR INDEMNIFICATION UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, IN EACH CASE, ANY ATTORNEYS’ FEES, OTHER PROFESSIONALS’ FEES OR DISBURSEMENTS) (COLLECTIVELY, “LOSS”) , IN ANY WAY ARISING FROM OR RELATED TO ANY SUCH USE OR ACCESS. IN NO EVENT SHALL COMMON EDITS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY IN ANY WAY ARISING FROM OR RELATED TO ANY USE OF OR ACCESS TO ANY DATA, THE SERVICES, THE SOFTWARE OR THE DOCUMENTATION.
5. NO OTHER SERVICES
This Agreement does not obligate Common Edits to provide you with any updates, upgrades, support or other services, whether in connection with the Software, the Documentation or the Services or otherwise.
6. USER INFORMATION
You also agree that Common Edits may publicly disclose that we are providing services to you and may include your name in promotional materials including press releases and on Common Edits’ website. You may not use any of Common Edits’ logos or other trade or service marks without permission.
YOU ARE RESPONSIBLE FOR GIVING ANY NOTICES REQUIRED UNDER ANY STATE OR FEDERAL LAW OR REGULATION. YOU ARE ALSO RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL REQUIREMENTS IMPOSED BY ANY LAW OR REGULATION WITH RESPECT TO ANY DATA RETRIEVED OR SAVED FROM THE SERVICES. WE MAKE NO REPRESENTATION AS TO WHAT STEPS YOU MUST FOLLOW TO COMPLY WITH ANY LAW OR REGULATION.
7. CONFIDENTIAL INFORMATION
“Confidential Information” means any and all of Common Edits’ confidential or proprietary technical or business information, in any tangible or non-tangible form. User acknowledges that the Services, the Software and the Documentation constitute valuable trade secrets of Common Edits and that the Services, the Software and the Documentation are included in the Confidential Information of Common Edits. User agrees that it shall (i) not use any of the Confidential Information except to achieve the purposes of this Agreement; (ii) not provide access to or disclose any Confidential Information to any third party; and (iii) take actions to protect the confidentiality of all Confidential Information which are at least as stringent as the precautions it takes to protect its own confidential information and which in all cases are at least reasonable precautions. Confidential Information received by Common Edits from a third party will be deemed Confidential Information of Common Edits. The obligations under this Section shall not apply to information which you can demonstrate by clear and convincing evidence through written records: (i) was already known to you at the time of disclosure or becomes known to such you from a third party without breach of this Agreement or any legal, contractual or fiduciary obligation on the part of you or any third party; (ii) is or becomes publicly known through no wrongful act and without breach of this Agreement or any legal, contractual or fiduciary obligation on the part of you or any third party; (iii) is rightfully received from a third party without restriction on disclosure and without breach of this Agreement or any legal, contractual or fiduciary obligation on the part of you or any third party; or (iv) is independently developed by you without reference to any Confidential Information and without breach of this Agreement or any legal, contractual or fiduciary obligation on the part of you or any third party. You may make disclosures of Confidential Information when required by subpoena, court order or other applicable law but only if you (i) limit disclosure to the information specifically required; (ii) to the extent practicable and permitted by applicable law, promptly provide Common Edits with prior written notice of the requirement for such disclosure and allow Common Edits to participate in any proceeding regarding such disclosure; and (iii) use diligent efforts to obtain a protective order or other confidential treatment for such Confidential Information. You expressly acknowledge and agree that any misuse or disclosure of Confidential Information would cause irreparable harm and, without limiting any of Common Edits’ other remedies at law or equity, in the event of any actual or threatened breach or violation of the provisions of this Agreement concerning Confidential Information, Common Edits is entitled, without limiting any of Common Edits’ other remedies at law or equity, to obtain injunctive relief (temporary and permanent) from any court of competent jurisdiction immediately upon request and without the need to post a bond or security, with respect to any such breach or potential breach in addition to any other remedies.
8. OWNERSHIP OF INTELLECTUAL PROPERTY
Notwithstanding anything to the contrary, Common Edits does not transfer to User any ownership or any other proprietary rights (including, but not limited to, any and all patent, copyright, trademark, trade secret or other intellectual property rights) in the Services, the Software, the Documentation, in whole or in part, or any other Common Edits technology, information or materials, and as between the parties, Common Edits retains exclusive ownership of all right, title and interest in and to all aspects of the Services, the Software, the Documentation, and all other Common Edits technology, information or materials, as well as any and all copies or modifications thereof (by whomever made and whenever made), including, but not limited to, all copyrights and other proprietary rights with respect to any and all of the foregoing.
Portions of the Software may include copyrighted material. The licensors of such third party software retain all of their respective right, title and interest in and to such third party software and all copies thereof, including, but not limited to, any and all copyrights and other intellectual property rights. The use of this material is hereby acknowledged.
[LIST OF THIRD-PARTY SOFTWARE (e.g., open source) WITH COPYRIGHTS AND PERMISSIONS]
9. U.S. GOVERNMENT END-USER RIGHTS
You acknowledge and agree that the Services, the Software and the Documentation are a commercial product, which was developed at private expense; and, in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-Department of Defense acquisitions), the rights acquired by any and all U.S. government customers or end-users who acquire the Services, the Software and the Documentation, including its rights to use, modify, reproduce, release, perform, display or disclose the Services, the Software and the Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement. To the extent any of the Services, the Software and the Documentation are found to be non-commercial by the U.S. government under applicable federal law and regulations, any provision thereof to any agency, department or entity of the U.S. government is on a “restricted rights” or “limited rights” basis to the greatest extent permitted by applicable federal law and regulations. As necessary, you agree to maintain a legend, in addition to other applicable notices of intellectual property rights, in the form provided under applicable federal law and regulations. Notwithstanding anything to the contrary, all rights in unpublished materials are hereby expressly reserved by Common Edits or its third party licensors (as applicable) under the copyright and other intellectual property laws of the United States.
10. EXPORT COMPLIANCE
User will comply with all applicable export laws and regulations of any United States or foreign agency or authority. User agrees that it will not export or re-export, or allow the export or re-export or any product, technology or information, if any, it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such laws or regulations. User agrees to indemnify, defend and hold harmless Common Edits and each Common Edits Affiliate from and against any and all Loss in any way arising out of or related to User’s breach of this Section.
11. DISCLAIMER OF WARRANTIES
THE SERVICES, THE SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO USER ON AN “AS IS, WHERE-IS AND AS-AVAILABLE” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN OR OTHER STATEMENT MADE BY COMMON EDITS OR ANY COMMON EDITS AFFILIATE IS EFFECTIVE TO CREATE ANY WARRANTY OR OTHER LIABILITY OR OBLIGATION CONTRARY TO THIS DISCLAIMER. USER EXPRESSLY AGREES THAT USE OF THE SERVICE, THE SOFTWARE AND THE DOCUMENTATION IS AT USER’S SOLE RISK. TO THE EXTENT ALLOWED BY APPLICABLE LAW, COMMON EDITS HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES, OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY ASPECT OF THE SERVICES, THE SOFTWARE AND THE DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, AS TO THE CONDITION, VALUE, QUALITIES, PROVISION, OPERATION, USE, RESULTS OR WORKMANSHIP THEREOF, OR THE ABSENCE OR CORRECTION OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
COMMON EDITS SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY REPRESENTATIONS OR WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. COMMON EDITS MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES, THE SOFTWARE AND THE DOCUMENTATION, OR ANY ASPECT OF THE CONDITION, VALUE, QUALITIES, PROVISION, OPERATION, USE, RESULTS OR WORKMANSHIP THEREOF, WILL MEET USER’S REQUIREMENTS, WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR FREE, WILL BE ACCURATE OR COMPLETE, WILL BE COMPLETELY SECURE, OR WILL NOT BE SUSCEPTIBLE TO UNAUTHORIZED ACCESS, INTRUSION OR ATTACK BY THIRD PARTIES OR TO INFECTION BY COMPUTER VIRUS OR OTHER MALICIOUS OR INJURIOUS CODE. IN NO EVENT SHALL COMMON EDITS OR ANY COMMON EDITS AFFILIATE BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, INACCURACIES, INCOMPLETENESS OR UNAUTHORIZED ACCESS, INTRUSION, ATTACK OR INFECTION, OR OF ANY FAILURE TO MEET USER’S REQUIREMENTS, WHETHER OR NOT THE PARTY IN QUESTION WAS NOTIFIED, ADVISED OR WARNED, OR OTHERWISE KNEW OR SHOULD HAVE KNOWN, OF ANY SUCH REQUIREMENTS OR THE POSSIBILITY OF ANY SUCH CONSEQUENCES.
12. LIMITATION OF LIABILITY
TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMMON EDITS OR ANY COMMON EDITS AFFILIATE BE LIABLE TO USER OR ANY THIRD PARTY, UNDER ANY THEORY OF LAW OR EQUITY, REGARDLESS OF THE FORM OF THE CLAIM OR WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF ANY VIOLATION OF LAW, INFRINGEMENT, BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, GROSS NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OR SIMILAR OR RELATED CLAIMS ARISING FROM THE ACTS OR OMISSIONS OF ANY PERSON), INDEMNITY, CONTRIBUTION, STATUTE, COMMON LAW OR OTHERWISE, FOR ANY LOSS THAT COULD HAVE BEEN AVOIDED BY THE DAMAGED PARTY’S USE OF REASONABLE DILIGENCE OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS ASSOCIATED WITH BUSINESS INTERRUPTION, BODILY INJURY OR DEATH, LOSS OF PRODUCTION, LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF OPPORTUNITIES OR LOSS OF GOODWILL, IN ANY WAY ARISING IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE PARTY IN QUESTION WAS NOTIFIED, ADVISED OR WARNED OR OTHERWISE KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE CUMULATIVE MONETARY LIABILITY OF COMMON EDITS AND ANY COMMON EDITS AFFILIATES, UNDER ANY THEORY OF LAW OR EQUITY, REGARDLESS OF THE FORM OF THE CLAIM OR WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF ANY VIOLATION OF LAW, INFRINGEMENT, BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, GROSS NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OR SIMILAR OR RELATED CLAIMS ARISING FROM THE ACTS OR OMISSIONS OF ANY PERSON), INDEMNITY, CONTRIBUTION, STATUTE, COMMON LAW OR OTHERWISE, EXCEED $100.00 IN THE AGGREGATE.
13. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be deemed to have been entered into in the State of Texas, and any matters regarding the interpretation or enforcement hereof shall be governed exclusively by the law of the State of Texas, without regard to its conflicts of law principles, except in so far as the federal law of the United States of America may control any aspect of this Agreement, in which case federal law shall govern such aspect. The United Nations Convention on International Sale of Goods Act shall not apply to this Agreement.
You hereby irrevocably and unconditionally (i) agree to accept service of process by mail and submit to the exclusive jurisdiction of state and federal courts located in Travis County, Texas for purposes of any action, suit or proceeding arising out of the transactions contemplated by this Agreement (a “Proceeding”), (ii) waive any objection you may have to the venue of any Proceeding in such courts, and (iii) waive, and agree not to plead or to make, any claim that any Proceeding brought in any state and federal courts located in Travis County, Texas has been brought in an inconvenient or otherwise improper forum. You agree that you will not bring any claim under this Agreement more than two years after the time such claim accrued. You also agree that you will not bring or participate in any class action lawsuit against Common Edits or any of its directors, officers, employees, agents, representatives, resellers, licensors, suppliers, investors, owners, affiliates or assigns.
14. FORCE MAJEURE
Neither party shall have any liability for any failure to perform its obligations under this Agreement if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of such party.
Common Edits may, at its sole discretion, freely assign, sell, delegate or transfer this Agreement and any of its rights or obligations hereunder, in whole or in part, to any third party, including, but not limited to, any third party who succeeds to substantially all its business or assets. User may not assign, sell, delegate, sublicense or transfer this Agreement or any of its rights, obligations, liabilities or duties hereunder, in whole or in part, to any third party (including any affiliated party) without Common Edits’ prior written consent (which Common Edits shall not unreasonably withhold but may reasonably condition and/or delay). Any purported attempts by User to do so in violation of the immediately preceding sentence are void. There are no third-party beneficiaries to the Agreement, meaning that this Agreement shall not be for the benefit of or enforceable by any person or entity not a party hereto and shall not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns. The relationship of Common Edits and User established by this Agreement is that of independent contractor. This Agreement constitutes the entire, final, complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals representations, negotiations, conversations and discussions, between the parties, whether written or oral, as well as all industry customs or trade practices, relating to the subject matter hereof except in the event the parties have each signed a purchase order, master agreement or other contract that governs the subject matter hereof. This Agreement may not be modified except by User’s acceptance of a more recent End User License Agreement applicable to the Software subsequently provided by Common Edits or by a written instrument dated subsequent to the effective date of this Agreement and accepted by the signature of duly authorized representatives of the parties. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. Section headings and titles are provided only for convenience and will not be used in interpreting the Agreement. Except as otherwise expressly provided herein, all remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. If any provision of this Agreement is prohibited by law or held to be void or unenforceable, the remaining provisions hereof will not be affected, this Agreement will continue in full force and effect as if such void or unenforceable provision had never constituted a part hereof, and the void or unenforceable provision will be automatically amended so as best to accomplish the original objectives of such provision within the limits of applicable law.
YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNDERSTAND ALL SUCH TERMS AND CONDITIONS AND AGREE TO BE BOUND THEREBY
[LINK TO ENABLE USERS TO PRINT A COPY OF THIS EULA]