End-User License and Subscription Agreement
Effective as of March 16, 2022
IMPORTANT: Please read the terms and conditions set forth below carefully before downloading, installing, copying or using this software. BY DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE, OR BY CLICKING “I AGREE” OR “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END-USER LICENSE AND SUBSCRIPTION AGREEMENT, YOU UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
A. INTRODUCTION. Under the terms of this End-User License and Subscription Agreement (“Agreement”) executed by and between EasyREmerge, LLC, a limited liability company (“Developer”) and you, a physical person or corporate entity (“you” or “Subscriber”), you are entitled to license copies of the Software and other Licensed Products from Developer for use by End-Users on the number of Personal Computers set forth in your EasyREmerge.com (“Website”) order form when you purchased the subscription to which this Agreement corresponds. This Agreement is a legal agreement. By clicking “I AGREE” or “I ACCEPT” or otherwise acknowledging your acceptance as set forth above, you indicate that you, on behalf of yourself and the other Licensees, have read and understood and assent to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, neither you nor any of the other Licensees are granted any rights whatsoever in the Licensed Products, and the Licensees are not permitted to access or use the Licensed Products.
B. LICENSE GRANT AND RESTRICTIONS
1. License. Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, Developer grants Subscriber a limited, non-exclusive, license, during the Term of this Agreement, to electronically access, download, install and use, for internal business purposes only, one copy of the Software, as it is available by download from the Website, for installation and use by End-Users on the number of Personal Computers set forth in your Website order form, and to access and view the Documentation. This license is for use of the Software on one or more specific Personal Computers, and the Software is not permitted to be moved from one Personal Computer to another once it has been downloaded onto a specific Personal Computer. All rights and licenses not explicitly granted herein are retained by Developer.
2. Definitions. As used in this Agreement, the term:
a. “Software” means the EasyREmerge computer program provided by Developer to Subscriber in response to Subscriber’s payment of the subscription fees under this Agreement, along with all components of such computer program, in object code form, and any bug fixes or other Updates thereto that are provided by Developer to Subscriber during the Term of this Agreement;
b. “Personal Computer” means a personal computer, laptop, desktop, palmtop, smartphone, hand-held electronic device, or other single-user electronic device for which the Software is designed, on which it will be installed and/or used, and does not include servers or other computers that can be used by more than one human person at a time;
c. “End-User” means an employee of Subscriber that is an individual human person using the Personal Computer on which the Software is installed pursuant to this Agreement;
d. “Licensees” means the End-Users and the Subscriber, each of which is individually a “Licensee;”
e. “Documentation” means any explanatory written materials and any other possible documentation related to the Software, including any description of the Software, its specifications, any description of the Software properties or operation, any description of the operating environment in which the Software is used, instructions for use or installation of the Software or any description of how to use the Software;
f. “Updates” means any bug fixes, updates or upgrades to the Software made available to Licensees by Developer that Developer makes generally available to the public.
g. “License Key” means the unique sequence of symbols, letters, numbers or special signs provided to the End User(s) in order to allow the legal use of the Software, its specific version or extension of the term of the License in compliance with this Agreement;
h. “Licensed Products” means the Software, Documentation and License Key;
i. “Services” means any customer support or other services provided by Developer under this Agreement; and
j. “Intellectual Property” means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks, and all derivative works of the foregoing).
k. Additional definitions are as they are set forth elsewhere in this Agreement.
3. Prohibited Uses. Licensees are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other Developer systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the Licensed Products or any content, data or other material from the Website; (iii) permit any third party to benefit from the use or functionality of the Software without their own subscription to the Software, whether via a sale, rental, lease, timesharing, or other arrangement; (iv) transfer any of the rights granted to Licensees under this Agreement; (v) modify or prepare derivative works from the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by Developer’s other licensees or customers, or impose an unreasonable or disproportionately large load on Developer’s infrastructure; (vii) circumvent any License Key, password or other methodology intended to prevent use of the Software by non-Licensees; or (viii) otherwise use the Software except as expressly allowed under this Section B.
4. Reservation of Rights and Ownership. The Software is licensed not sold, and Developer reserves all Intellectual Property rights and other rights in the Licensed Products not expressly licensed to Licensees in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. Licensees acknowledge and agree that Developer and/or its licensors or other Suppliers own all Intellectual Property rights in the Licensed Products and all copies thereof, as well as in the content and other materials provided on the Website. This Agreement does not grant Licensees any copyrights or any rights to trademarks or service marks of Developer. Licensees are prohibited from removing, altering or obscuring any Intellectual Property rights notices embedded in the Licensed Products or provided by Developer.
- SUBSCRIPTION / TERM. The Software is licensed on a subscription basis. The “Term” of this Agreement is the length of the subscription, including any renewals. The initial term of the subscription will commence on the date of your agreement to or acceptance of this Agreement (such as by clicking “I AGREE” on the Website) (the “Effective Date”) and will be the time period that you select on the Website when subscribing to the Software. It may be a trial term or a paid subscription term. Unless you cancel your subscription prior to the end of the Term in the manner set forth on the Website, or unless Developer cancels your subscription in accordance with this Agreement, your subscription will automatically renew for one (1) year on a paid subscription basis at the end of the Term, and the Term will be extended for the renewal period. For paid subscriptions, you must provide Developer with payment in the manner requested by the Website in order to obtain access to the Software. The payment information that you provide must be accurate and complete, and you agree to notify Developer and/or its third-party payment processing Supplier promptly of any change in the payment information. When you subscribe and provide payment information, your credit card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable annual subscription term at the then-current subscription rate to maintain access to the Software.
- REGISTRATION. You must register to use the Software and (i) provide true, accurate, current and complete information as prompted in the sign-up process (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or Developer has reasonable grounds to suspect is inaccurate, not current or incomplete, then Developer may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof).
E. INSTALLATION. The Software requires your installation. You must download the Software from the Website and install the Software on a correctly configured Personal Computer, complying with the requirements set forth in the Documentation. The installation methodology is described in the Documentation. No computer programs or hardware which could have an adverse effect on the Software may be installed on the Personal Computer(s) on which you install the Software.
F. CUSTOMER SUPPORT / UPDATES. Developer offers limited customer support by email at support@easyREmerge.com for consultation relating to failure of the Software to perform in accordance with the Documentation. Such customer support is available on non-holiday weekdays between 9:00 am and 5:00 pm Eastern Time. The Documentation will also be made available to Licensees to address any concerns relating to installation, operation or repair of the Software. Developer may periodically offer Updates during the Term. Licensees agree to promptly implement any Updates required by Developer.
G. EXCLUSIONS. Developer does not provide any of the following under this Agreement: (a) hardware; (b) third-party software; (c) installation, configuration and/or implementation; (d) training, (e) customization, modification, creation or development of any software aside from what is provided in the Updates; (f) on-site technical support; (g) technical support due to problems arising from a cause external to the Software, such as by water, fire, wind, lightning, misuse, abuse, neglect, third party software and viruses; (h) repair of Software modified or altered in any way by a Licensee or any third party; (i) support of any third-party software; (j) installation and/or implementation of the Updates; (k) conversion services; (l) installation or maintenance of any additional hardware or third-party software, even if it is required so as to make use of the Software or Updates; or (m) disaster recovery services.
H. CONFIDENTIAL INFORMATION
1. Definitions. As used in this Agreement, the term “Confidential Information” means a party’s trade secrets, intellectual property, proprietary information, formulas, methods, know how, processes, designs, unreleased products, developmental work, marketing requirements, business and marketing plans, customer names, and prospective customer names; any data relating to any research projects, work in progress, engineering, manufacturing, marketing, servicing, financing, sales, collections, projections or personnel matters of the party; and all information clearly identified in writing at the time of disclosure to the other party as confidential. Developer’s “Confidential Information” shall also include the Licensed Products, and, to the extent they are not available publicly, the terms and pricing under this Agreement. Notwithstanding the forgoing, a party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure by the disclosing party and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party.
2. Uses and Disclosures. The parties (which, for purposes of this Agreement, includes Developer and the Licensees) recognize and agree that in connection with this Agreement, each party may have access to certain Confidential Information of the other party. Each party acknowledges that the Confidential Information of the other party is kept confidential by the other party and has competitive value to the other party. The parties agree to use each other’s Confidential Information only as necessary to further the purposes of this Agreement. Each party agrees not to disclose the other party’s Confidential Information, without the other party’s express written consent, to any third party. Notwithstanding the forgoing, Developer may disclose Licensee’s Confidential Information to any person contracting with Developer to provide services to Developer relating to the Software, so long as the service provider agrees to maintain the same degree of confidentiality of Licensee’s Confidential Information as Developer must maintain under this Agreement. Each party agrees to protect the other party’s Confidential Information with reasonable care and at least as carefully as the party protects its own Confidential Information, and further agrees not to disclose any of the other party’s Confidential Information to any employee of their own who does not need to know such Confidential Information for purposes of performance of this Agreement. Each party agrees to keep the other party’s Confidential Information confidential in perpetuity.
3. Compelled Disclosure. A party receiving confidential information under this Agreement (“Receiving Party”) may disclose Confidential Information of the other party (“Disclosing Party”) if compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
1 Indemnification by Developer.
a. Developer will defend and indemnify Licensee against any and all costs, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) incurred by Licensee related to or arising out of a third party claim that any of the Licensed Products infringes upon a trade secret, trademark, copyright, patent or other third party proprietary right recognized in the United States, provided that: (i) Licensee notifies Developer in writing within ten (10) days of Licensee’s notice of a potential claim; (ii) Developer has the opportunity to control the defense of such claim and all related settlement negotiations to the limit of Developer’s liability under this Agreement; (iii) Licensee provides Developer, at Developer’s reasonable expense, with the assistance, information and authority necessary to perform Developer’s obligations under this Section; and (iv) Licensee takes all reasonable steps to mitigate any potential damages that may result from any infringement.
b. Notwithstanding Section I.1.a, above, Developer shall not defend or indemnify Licensee, nor have any liability, for any claim of infringement based on (i) use of a Licensed Product that was modified other than by or with the express written permission of Developer; (ii) use of a Licensed Product that was not used in conformity with Section B.3 and the other terms and conditions of this Agreement; (iii) use of a superseded release of a Licensed Product if the claim would have been avoided by the use of a current release of the Licensed Product which Developer made available to Licensee; or (iv) use of a Licensed Product outside of the Personal Computer on which it was licensed for use or with technology that is not approved by Developer.
c. Developer shall at any time have the option, at Developer’s expense, to (i) replace any Licensed Product, or part thereof, with a functionally equivalent and non-infringing product; (ii) modify any Licensed Product so that it becomes non-infringing and performs in a substantially similar manner; (iii) obtain a license for the Licensee to continue use of a Licensed Product; or (iv) terminate Developer’s license with Licensees under this Agreement for an infringing Licensed Product and provide Subscriber a pro-rata refund of any subscription fees pre-paid through the end of the Term for the infringing Licensed Product. This Section I sets forth Licensee’s exclusive remedy for infringement of any third-party proprietary right. Developer’s combined responsibility for defense and indemnity shall not exceed the limitations of liability set forth in this Agreement.
2. Indemnification by Licensee. Licensees will defend and indemnify Developer against any and all costs, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) incurred by Developer related to or arising out of any claim that is caused by, relates to, concerns, or results from (i) any breach of this Agreement by any of the Licensees; (ii) any actions by a Licensee not expressly permitted by this Agreement; (iii) a Licensee’s use of third party products or services not expressly permitted by Developer; and/or (iv) the performance or non-performance of a Licensee, its products or services outside of Developer’s express responsibilities under this Agreement.
K. LIMITED WARRANTIES. Developer warrants that:
1. Developer has the full power and authority to grant the rights and licenses granted to Licensee under this Agreement.
2. For ninety (90) days after the Effective Date, the Software will substantially perform in all material respects the functions described in the Documentation when operated in accordance with the Documentation and with the terms of this Agreement. In the event that the Software fails to perform as set forth in the preceding sentence, then Licensees’ sole remedy will be to have Developer, in Developer’s sole discretion and at Developer’s expense, either (i) repair the non-conforming Software, (ii) replace the non-conforming Software, or (iii) refund the subscription fees paid by Subscriber for the specific non-conforming item of Software during this warranty period. This warranty is null and void if any Licensee makes unauthorized modifications to the Software or if the failure of the Software is caused by a Licensee, third parties or anything outside of the reasonable control of Developer.
3. The Services will be carried out in a professional and workmanlike manner.
L. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND OTHER LICENSED PRODUCTS ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, “Suppliers“) DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED PRODUCTS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, OR NON-INFRINGEMENT. DEVELOPER DOES NOT WARRANT THAT THE SOFTWARE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET LICENSEES’ REQUIREMENTS. FURTHER, DEVELOPER DOES NOT WARRANT ACCESS TO THE LICENSED PRODUCTS OR THE INTERNET OR TO ANY SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE. DEVELOPER ALSO DOES NOT WARRANT ACCESS OR CONTINUED ACCESS TO ANY TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEES.
M. LIMITATION OF LIABILITY AND DAMAGES. THE ENTIRE CUMULATIVE LIABILITY OF DEVELOPER AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR YOUR SUBSCRIPTION TO THE SOFTWARE, UNLESS OTHERWISE SEPARATELY AGREED BY DEVELOPER IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET DEVELOPER’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF DEVELOPER, ITS SUPPLIERS, SERVICE PROVIDERS, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEES.
N. NOTICES. Any notices or other communications may be delivered electronically by email between the parties. Notices to Developer shall be sent to support@easyREmerge.com. Notices to any Licensee shall be sent to Subscriber’s email address on file with Developer. Any notice emailed between the parties shall be deemed received five (5) minutes after it is sent, unless a delivery failure notice is received by the sender with 24 hours after the email is sent.
O. AMENDMENT. None of the Licensees may amend this Agreement without the express written agreement of Developer. Developer shall have the right to change or add to the terms of this Agreement at any time (provided that such change will not substantially affect the license rights granted to Licensees in Section B and for which consideration was paid by Licensees) and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software upon notice to Licensees by any means Developer determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on the Website. Any use of the Software by any Licensee after Developer’s publication of any such changes shall constitute Licensees’ acceptance of this Agreement as modified.
1. By Developer. The Licensees’ rights under this Agreement may be terminated or suspended by Developer immediately and without notice (i) for any reason as determined solely at the discretion of Developer; (ii) if any of the Licenses fail to comply with any term or condition of this Agreement; or (iii) you no longer consent to receive electronic Communications in accordance with this Agreement. In the event of a termination by Developer pursuant to Section P.1.(i), above, Developer shall refund a pro-rata percentage of any unused subscription fee that you have paid.
2. By Subscriber. You may terminate this Agreement on behalf of yourself and the other Licensees for any reason at any time by electronically notifying Developer of such termination. However, your subscription fees will not be refunded unless such a refund is specifically approved in writing by Developer.
3. Obligations on Termination. Upon termination, the Licensees must immediately cease using the Software and Website, and return or destroy all Documentation along with all passwords, License Keys or other materials that may allow access to the Software. Any termination of this Agreement shall not affect Developer’s rights in the Software or to collect unpaid subscription fees from Subscriber.
4. Survival. The provisions of this Agreement shall survive termination of this Agreement.
Q. DISPUTE RESOLUTION
1. Negotiation. In the event that a dispute of any nature or origin arises between Developer and Licensees, the parties agree to endeavor in good faith to resolve the dispute without litigation. However, should the parties be unable to reach an amicable resolution within a reasonable time, they agree to the arbitration procedure set forth below.
2. Arbitration. Any dispute that cannot be resolved pursuant to this Agreement,above, aside from a dispute arising from (Confidentiality), shall be resolved by binding arbitration pursuant to the Federal Arbitration Act, 9 U.S. Code § 1, et seq. (“FAA”) to the maximum extent of FAA jurisdiction. The arbitration shall be conducted by a single arbitrator, who shall be chosen by agreement of the parties, and if no such agreement is reached then by agreement of two arbitrators, one chosen by each party. Aside from this selection of arbitrator, the arbitration shall be conducted according to the commercial arbitration rules of the American Arbitration Association (“AAA”), but the parties are not required to use the AAA itself to conduct the arbitration. Any award rendered by the arbitrator may be entered as a judgment in any court having jurisdiction over the parties or their property. The parties specifically agree that the arbitrator shall NOT be authorized to award punitive or exemplary damages to either party. The arbitrator shall have the authority to enforce the attorneys’ fees and costs provision of this Agreement. Unless otherwise agreed to by the parties, all arbitration proceedings shall be conducted in the State of Delaware. The award of the arbitrator shall be final and binding on Developer and Licensees.
3. Disputes Arising from the Confidentiality Agreement: Notwithstanding this Agreement , above, if there is a breach or alleged breach of the Confidentiality provisions of this Agreement the parties retain the right to invoke the legal and equitable powers of the courts without attempting arbitration.
1. Compliance with Export Laws and Other Laws. The Licensed Products and Services may be subject to export laws and regulations of the United States and other jurisdictions. Licensees agree to comply with all export control laws of the United States. Licensees will also comply with all laws and regulations of any state, country or other governing body that are applicable to use of the Licensed Products or the Services.
2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
3. Third-Party Beneficiaries. There are no third-party beneficiaries of Licensees to this Agreement.
4. Governing Law and Jurisdiction. The law of the State of Delaware shall govern the interpretation of this Agreement. For any dispute arising out of or related to this Agreement that is not covered by the arbitration provisions of this Agreement, the parties agree to the exclusive jurisdiction of the state and federal courts of the State of Delaware.
5. Consent to Electronic Communication. Developer or its Suppliers may send emails, text messages or other electronic communications to you that may pertain to the Software, your subscription, the use of information you may submit to Developer or its Suppliers, the Services, and legal notices. You agree that Developer and its Suppliers (as applicable), may send such electronic communications to you and/or may make general communications for all subscribers available by posting them on the Website. You agree to provide Developer with your valid email address for purposes of electronic communications, and promptly notify Developer of changes to your email address. If you later decide that you do not want to receive future communications electronically, you may email Developer at support@easyREmerge.com to request to terminate such electronic communication. If you withdraw your consent to receive email or other electronic communications, however, Developer may terminate your use of the Software.
6. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
7. Waiver. No failure or delay by any party to this Agreement in exercising any right under this Agreement shall constitute a waiver of that right.
8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
9. Assignment. None of the Licensees may assign any of the rights or obligations of any of the Licensees under this Agreement, whether by operation of law or otherwise, without the prior written consent of Developer. Developer may assign its rights or obligations hereunder at any time, with or without notice to Licensees.
10. Advertising. Developer may use the name and identity of Subscriber or any of the other Licensees as a customer in advertising, publicity or similar materials distributed or displayed to prospective customers.
11. Taxes. Subscriber shall, in addition to the subscription fees and any other amounts payable under this Agreement, pay all sales, use, personal property and other taxes and assessments which are due or imposed on either party by reason of the transactions contemplated by this Agreement (other than those taxes imposed on Developer’s income).
12. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties as to its subject matter. It merges all prior discussions between the parties, and neither party will be bound by any conditions, definitions, warranties, understandings, marketing materials, or representations concerning such subject matter except as provided in this Agreement, or as specified on or subsequent to the Effective Date of this Agreement in a writing signed by properly authorized representatives of the parties.
13. Suppliers and other Third Parties. Developer may use third party Suppliers to provide payment processing services under or relating to this Agreement, and may also contract with other Suppliers or other third parties in relation to the Licensed Products or the Services. Developer is not responsible for any actions or inactions by any such Suppliers or third parties.
14. Force Majeure. Aside from Licensees’ obligations to make payments under this Agreement, neither party shall be liable for failure to perform any of its obligations hereunder if such failure is caused by an event outside its reasonable control, including but not limited to, an act of God, act or threat of terrorism, shortage of materials and/or supplies, strike or labor action, war or threat of military or significant police action, pandemic, or natural disaster or other cause beyond its reasonable control. Developer is not responsible for the actions or inactions of Licensees, Suppliers or other third parties.
BY DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE, OR BY CLICKING “I AGREE” OR “I ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END-USER LICENSE AND SUBSCRIPTION AGREEMENT, YOU UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.