This IP Samurai Master Subscription Agreement (“MSA”) is effective as of the effective date of an applicable signed Service Order Form (“Service Order Form” and such date the “Effective Date”) and is by and between IP Samurai Inc., a Florida Limited Liability corporation with a place of business at PO Box (“IP Samurai”),and the customer (i) set forth on the Service Order Form or (ii) who registers for the Services on a demo trial basis (“Trial Services”) and accepts this MSA(each, a “Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Service Order Form, the terms of the Service Order Form control. If Customer is provided with access to the Services on a demo trial basis, the section of this Agreement entitled “Demo Trial Services” will govern such access and, unless as otherwise indicated on an applicable Service Order Form, certain of IP Samurai’s obligations under this MSA will not apply, as further described below.
Services. The “Services “mean the products and services that are ordered by Customer from IP Samurai in an Service Order Form referencing this MSA or, if applicable, the Demo Trial Services that are made available to Customer. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services. Subject to the terms and conditions of this MSA, IP Samurai will make the Services available to Customer during the Term.
2.1. Fees. Customer will pay the fees specified in the Service Order Form (the “Fees”).
2.2. Payment; Taxes. Customer shall keep a payment method on file with IP Samurai for payment of Fees. IP Samurai shall invoice Customer for Fees, either within the Services or directly, within thirty (30)days of the Effective Date, the start of the Renewal Term (as defined below),or otherwise as specified in the Service Order Form. Customer shall pay all invoiced Fees (i) charged automatically via the payment method associated with your IP Samurai Account or (ii) if agreed otherwise in writing by both parties, upon receipt of such invoice. In the event of non-payment of Fees by Customer for thirty (30) days after the due date of an invoice, Customer’s access to the Services may be immediately suspended and Customer must pay the entire remaining balance of Fees to regain access to the Services. Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by Customer, except for taxes on IP Samurai based on IP Samurai income or receipts.
2.3. Price Changes. IP Samurai may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that IP Samurai shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.
2.4. Discounts and Promotional Pricing. Prices specified in the Service Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. IP Samurai reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.
2.5 Demo Trial Services. If Customer is granted access to Demo Trial Services, IP Samurai will make the applicable Demo Trial Services available to Customer pursuant to this MSA starting from the time that Customer registers and is approved for such Trial Services until the earlier of: (a) the end of the Trial Services period communicated to Customer; (b) the start date of any Service Order Form executed by Customer for Service(s) in exchange for payment; or (c) termination by IP Samurai in its sole discretion.
ANY CUSTOMER INFORMATION THAT CUSTOMER PROVIDES OR MAKESAVAILABLE TO IP SAMURAI DURING THE PROVISION OF TRIAL SERVICES MAY BE PERMANENTLYDELETED, AT IP SAMURAI’S DISCRETION, UNLESS CUSTOMER EXECUTES AN SERVICE ORDERFORM FOR THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTSSUCH CUSTOMER INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD.NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES ANDDISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION BELOW, FREE TRIAL SERVICESARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND IP SAMURAI SHALL HAVE NOINDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIALSERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLELAW IN WHICH CASE IP SAMURAI’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALLNOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE“LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDERTHIS AGREEMENT TO IP SAMURAI AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OFCUSTOMER’S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENTAND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
3.1. Term and Renewal. This MSA commences on the Effective Date and will remain in effect through the term specified in the Service Order Form (or, in the case of Demo Trial Services, for the period of time as agreed upon between IP Samurai and Customer), and will renew as specified in the Service Order Form unless otherwise terminated in accordance with this Section(collectively the “Term”). If the Service Order Form does not specify, the Term will be one year and will automatically renew for successive one-year periods unless Customer provides IP Samurai with notice of termination at least thirty (30) days prior to the end of the Term (a “Renewal Term”).
3.2. Termination for Cause. A Party may terminate this MSA for cause (a) upon notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately by IP Samurai if Customer makes one of the Prohibited Uses below. Non-payment of Fees by Customer for sixty (60) days after issuance of an invoice, and any violation of the Prohibited Uses clause below will be considered material breaches of this MSA.
3.3. Effect of Termination and Survival. Upon termination of an Service Order Form or this MSA (a) with respect to termination of the entire MSA, all Service Order Forms will concurrently terminate, (b) Customer will have no further right to use the Services under the terminated or cancelled Service Order Forms and IP Samurai will remove Customer’s access to same, and (c) unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid. The following Sections will survive termination: Section 2 (Fees and Payment), Section 4(Ownership), Section 5 (Confidentiality), Section 7.3 (Disclaimers), Section 8(Indemnification), Section 9 (Limitation of Liability), and Section 10(Miscellaneous). Termination of this MSA will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this MSA.
4.1. Ownership. Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). IP Samurai retain Intellectual Property Rights in the Services and all components of, or used to, provide the Services or created by the Services or by IP Samurai in the course of providing the Services (the “Services Information”). Customer will retain Intellectual Property Rights in all information it provides to IP Samurai’s part of this MSA (other than Feedback as described below), including but not limited to in the course of its use of the Services (the “Customer Information”).
4.2. Feedback. Customer may, under this MSA, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to IP Samurai (the “Feedback”). Customer provides IP Samurai a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback. IP Samurai also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.
4.3. Licenses. IP Samurai hereby grants Customer anon-exclusive, non-transferable, non-sublicensable right to and license to access and use the Services as set forth in the Service Order Form or on a Trial Services basis all subject to the terms and conditions of this MSA and the Service Order Form (if applicable). Customer hereby grants IP Samurai anon-exclusive, non-transferable, non-sublicensable right and license to use the Customer Information solely to provide the Services to Customer.
4.4. Authorized Users. Customer may designate and provide access to the Services to employees, agents, or authorized contractors (each an “Authorized User”). Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to all terms of this MSA by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify IP Samurai of any unauthorized access or use of which Customer becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of this MSA by Customer.
4.5. Prohibited Uses. Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws; (c) interfere with, disrupt, or gain unauthorized access to the Services;(d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services; (e) provide IP Samurai any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights; (f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide access to the Services to an individual associated with a IP Samurai Competitor(defined below); (i) extract information from the Services in furtherance of competing with IP Samurai; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing virus, worm, “back door,” Trojan horse or similarly harmful code; or (m)permit any third party to engage in any of the foregoing proscribed acts. A “IP Samurai Competitor” is any entity that provides the same or similar goods and services to those provided by IP Samurai, as would be determined by a commercially reasonable individual. Customer will promptly notify IP Samurai of any violations of the above prohibited uses by an Authorized User or a third party and requires Authorized User or third party to immediately cease any such use. IP Samurai reserves the right to suspend Customer and/or Authorized User’s access to the Services in the event IP Samurai suspects Customer or an Authorized User is in breach of this MSA.
If the parties have separate mutual nondisclosure agreement, that agreement will control (the “Separate MNDA”). Otherwise, as used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Services Information and Customer Information are Confidential Information under this MSA, or confidential under the Separate MNDA, as applicable. Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of IP Samurai, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligations to the Disclosing Party.
P Samurai operates the Services and handles Customer information, pursuant to the privacy policy available at https://www.IPSamurai.com/privacy (the “Privacy Policy”).
7.1. Authority. Each Party represents that it has validly entered into this MSA and has the legal power to do so.
7.2. Warranties. IP Samurai warrants that during an applicable Term (a) the Security Statement accurately describes the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Information; and (b) the Services will perform materially in accordance with any applicable documentation provided to Customer. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) herein.
7.3. Disclaimers. EXCEPT AS SPECIFICALLY SETFORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORKCOMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANYWARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND IP SAMURAIEXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERACKNOWLEDGES THAT IP SAMURAI DOES NOT WARRANT THAT THE SERVICES WILL BEUNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHERMALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM IP SAMURAIOR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THISMSA. THE PARTIES ADDITIONALLY AGREE THAT IP SAMURAI WILL HAVE NO LIABILITY ORRESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES,TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THEVARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
8.1. Indemnification by IP Samurai. IP Samurai will indemnify and hold Customer harmless from any third party claim against Customer arising out of Customer’s use or purchase of the Services as permitted hereunder alleging that such Services infringe or misappropriate a third party’s valid patent, copyright, trademark, or trade secret. IP Samurai will, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by IP Samurai for such defense, provided that (a) Customer promptly notifies IP Samurai of the threat or notice of such claim; (b) IP Samurai will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, IP Samurai will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with IP Samurai in connection therewith. If use of a Service by Customer has become, or, in IP Samurai’s opinion, is likely to become, the subject of any such claim, IP Samurai may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder;(ii) replace or modify a Service to make it non-infringing; or (iii) if options(i) or (ii) are not commercially reasonable or practicable as determined by IP Samurai, terminate this MSA and repay, on a pro-rata basis, any Fees previously paid to IP Samurai for the corresponding unused portion of the Term for related Services. IP Samurai will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by (x) compliance with design, data, instructions or specifications provided by Customer; (y)modification of the Services by anyone other than IP Samurai; or (z) the combination, operation or use of the Services with other hardware or software where the Services would not otherwise be infringing. The provisions of this Section state the sole, exclusive, and entire liability of IP Samurai to Customer and constitute Customer’s sole remedy with respect to an infringement claim brought by reason of access to or use of a Service by Customer or Authorized Users. Notwithstanding anything to the contrary herein, IP Samurai shall have no obligation under this Section 8.1 with respect to Trial Services.
8.2. Indemnification by Customer. Customer will indemnify and hold IP Samurai harmless against any third party claim arising out of (a) Prohibited Uses in breach of this MSA as set forth above; or (b)alleging that Customer Information infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) IP Samurai promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by IP Samurai without prior written consent); and (iii) IP Samurai fully cooperates in connection therewith.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NOLEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHERPARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANYAFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATALOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNETTHROUGH NO FAULT OF IP SAMURAI), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OFCOVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL,EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECTLOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITHTHIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDINGANYTHING TO THE CONTRARY IN THIS MSA, EITHER PARTY’S AGGREGATE LIABILITY TO THEOTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS MSA OR THE SERVICES WILL INNO EVENT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIORTO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; PROVIDED THATLIABILITY UNDER THE PARTIES’ INDEMNIFICATION OBLIGATIONS, FOR BREACHES OFCONFIDENTIALITY, OR FOR DAMAGES DUE TO PROHIBITED USES WILL NOT IN THEAGGREGATE EXCEED TEN TIMES THAT AMOUNT. FOR CLARITY, NOTHING IN THIS MSA WILLLIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONALMISCONDUCT OF A PARTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIALPURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THEPARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEENSUBSTANTIALLY HIGHER IF IP SAMURAI WERE TO ASSUME ANY FURTHER LIABILITY OTHER THANAS SET FORTH HEREIN. IP SAMURAI HAS RELIED ON THESE LIMITATIONS IN DETERMININGWHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICESPROVIDED FOR IN THIS MSA. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OFLIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BYAPPLICABLE LAW.
9.1. Exclusion of Consequential and Related Damages. IN NO EVENT AND UNDER NO LEGALTHEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL EITHERPARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUESOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, COVER ORPUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OFTHE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITEDBY LAW.
10.1. Entire Agreement. This MSA, any active Service Order Forms, and the Separate MNDA, if applicable, constitute the entire agreement, and supersedes all prior agreements, between IP Samurai and Customer regarding the subject matter hereof.
10.2. Electronic Signature. Any document or record, including this Agreement, which is transmitted or received by electronic transmission by either party shall be treated in all manner and respects as an original signed document where sufficient indicia of acceptance by the respective party exists. Accessing the Site constitutes acceptance of this Agreement by User.
10.3. Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
10.4. Severability. If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA will remain in effect.10.5. Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
10.6. Notices. All notices provided by IP Samurai to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on the Service Order Form; or (b)electronic mail to the electronic mail address provided for Customer’s account owner. Customer must give notice to IP Samurai by email to support@IPSamurai.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.
10.7. Governing Law, Jurisdiction, Venue. This MSA will be governed by the laws of the State of Florida, without reference to conflict of laws principles. Any disputes under this MSA shall be resolved in a court of general jurisdiction in Tampa, Florida. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Customer, its agents, or Authorized Users.
10.8. Notice for California Users. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at support@ipsamurai.com.
10.9. Export Compliance. The Services and other software or components of the Services that IP Samurai may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Servicesto any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and(d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.
10.10. Anti-Corruption. Customer represents and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of IP Samurai’s employees or agents in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If customer learns of any violation of the above restriction, customer will use reasonable efforts to promptly give notice to IP Samurai.
10.11. Publicity and Marketing. IP Samurai may use Customer’s name, logo, and trademarks solely to identify Customer as a client of IP Samurai on IP Samurai’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines. IP Samurai may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. IP Samurai never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.
10.12. Amendments. IP Samurai may amend this MSA from time to time, in which case the new MSA will supersede prior versions. IP Samurai will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by IP Samurai as consent to any such amendment.
10.13. Waiver. IP Samurai’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.
10.14. No Third Party Rights. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.
10.15. Future Functionality. You agree that your obligation to pay the fees for Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
For any questions regarding these Terms and Conditions, please contact us at:
Thank you for shopping with [Company Name]! Your trust is important to us.