LAST MODIFIED ON JUNE 1, 2021
Please read it carefully.
- The Fraud Blocker website located at: https://fraudblocker.com.
- The Fraud Blocker web app.
Fraud Blocker LLC is referred to elsewhere in this Agreement as “Fraud Blocker,” “we,” “us,” or “our.”
- “Aggregated Data” means data and information related to your use of the Service that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service.
- “Authorized User” means any person (i) for whom you have purchased access to the Service, (ii) who is authorized to access and use the Service under the rights granted to you in this Agreement, and (iii) for whose usage of the Service you remain solely responsible under this Agreement. The number of Authorized Users will be as agreed during your Service signup or other written agreement between you and Fraud Blocker.
- “Fraud Blocker IP” means the Service, the SaaS Documentation, and all intellectual property provided to you or any Authorized User. Fraud Blocker IP includes Aggregated Data and any information, data, or other content derived from our monitoring of your access to or use of the Services, but does not include Your Data. For simplicity, we may refer to “Fraud Blocker IP” as “our intellectual property.”
- “SaaS Documentation” means any Fraud Blocker user manuals, handbooks, or guides relating to the Service provided by Fraud Blocker to you.
- “Service” means the “Fraud Blocker” software-as-a-service offering that we provide to you, or have an obligation to provide to you, under this Agreement, including any SaaS Documentation and other Service content.
- “Your Data” means, other than Aggregated Data, information, data, and other content in any form or medium that is submitted, posted, or otherwise transmitted by or on behalf of you or an Authorized User through the Service.
- Acceptance of Terms
By continuing to use the Service, you agree as follows:
- You understand and intend that this Agreement is a legally binding agreement and the equivalent of a signed, written contract;
- You will use the Service in accordance with applicable laws and regulations and in accordance with the terms and conditions in this Agreement as may be amended by us from time to time;
- You understand and accept that we may modify the Agreement from time to time, and your continued use of the Service following such modifications will constitute your consent to the modified Agreement; and
- You understand, accept, and have received this Agreement and its terms and conditions, and acknowledge and demonstrate that you can access this Agreement.
If you do not agree with all the terms and conditions in this Agreement, then you must immediately discontinue all use the Service.
- Your Access to Our Service
Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, we hereby grant you a non-exclusive, non-transferable right to access and use the Service during the Term, solely for use by an Authorized User in accordance with the terms and conditions of this Agreement. Your use is limited to your internal use. We will provide you any passwords, network links, or connections to allow you to access the Service. All Authorized Users will be given access by you through the “User Management” section of your Account dashboard on the Service.
Again, the Service is made available for use and access only. It is neither sold nor licensed.
Further, unless you notify us otherwise in writing, we may identify and indicate you as a customer and user of our Service on our website and in other online and offline marketing materials and press releases. We acknowledge that your company name and logo are protected by intellectual property rights. You hereby grant us a worldwide, non-exclusive, non-transferable, royalty-free license to use your name, logo, and website URL on our website and in other online and offline marketing materials relating to the Service. We will use this content strictly in accordance with any usage guidelines you provide us with.
- Restrictions on Your Use of Our Intellectual Property
You will not use our intellectual property for any purpose beyond that granted in this Agreement. This means that you will not at any time, directly or indirectly, and will not permit any Authorized User, to:
- Copy, modify, or create derivative works of our intellectual property, in whole or in part.
- Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of our intellectual property, including any attempts to discover the underlying code, structure, implementation, or algorithms of our intellectual property.
- Use our intellectual property to develop, create, or permit others to develop or create a product or service similar or competitive to our intellectual property, and, in particular, our Service.
- Make available our intellectual property to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning, or redistributing our intellectual property.
- Remove any proprietary notices from our intellectual property.
- Use our intellectual property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
In particular, with respect to the Service and any supplemental software code, you may not perform or attempt to perform any of the following:
- Identify, probe, or scan any security vulnerabilities.
- Access data not intended for you, or access an account that you are not authorized to access.
- Interfere with, circumvent, manipulate, overload, impair, or disrupt an operation or functionality.
- Work around any technical limitations.
- Use any tool to enable features or functionalities that are otherwise disabled, inaccessible, or undocumented.
- Impersonate any person or entity, or make any false statements pertaining to your identity.
- Collect or process information or data about our subscribers.
- Send any virus, worm, Trojan horse, or other malicious or harmful code or attachment.
- Use robots, crawlers, or any similar applications to scrape, harvest, collect, or compile content.
- Reservation of Rights
We reserve all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted in this Agreement, nothing in this Agreement grants to you or any third party any intellectual property rights or other right, title, or interest in or to the Service.
- Suspension of the Service
Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your and any Authorized User’s access to any portion or all of the Service if any of the following occur:
- If we reasonably determine that:
- there is a threat to any of our intellectual property;
- your or any Authorized User’s use of our intellectual property disrupts or poses a security risk to our intellectual property or to any of our customers or vendors;
- you or any Authorized User are using our intellectual property for fraudulent or illegal activities;
- subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
- our provision of the Service to you or any Authorized User is prohibited by applicable law.
- Any of our vendors have suspended or terminated our access to or use of any third-party services or products required to enable you to access the Service.
- Your failure to make any payment when due and such failure continues for 15 days or more. Then, we may suspend your and any Authorized User’s access to any portion or all of the Service until such amounts are paid in full.While we will use commercially reasonable efforts to provide you written notice of any suspension of your Service and to provide updates regarding resumption of access to the Service following any suspension, in no event will we have any liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a suspension of your access to the Service.
- Aggregated Data
Notwithstanding anything to the contrary in this Agreement, we may monitor your use of the Service and collect and compile Aggregated Data. With respect to these Aggregated Data, we own and retain all right, title, and interest in and to them.
You acknowledge and agree that we may compile Aggregated Data based on Your Data input into the Service. You further acknowledge and agree that we may:
- make Aggregated Data publicly available in compliance with applicable law; and
- use Aggregated Data to the extent and in the manner permitted under applicable law.
- Your Responsibilities
You are responsible and liable for all uses of our intellectual property resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
- Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be treated as a breach of this Agreement by you.
- You will use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of our intellectual property and will cause Authorized Users to comply with such provisions.
- Fees and Payment
You will pay us the fees (“Fees”) in US dollars, as set forth in your Account dashboard. These Fees are a recurring subscription on a monthly or annual basis (as chosen by you), and are being prepaid in advance of our granting access to the Service for the following subscription period, beginning with the Fee payment date.
You are automatically granted a free trial (usually 30 days, but the actual length of time will be as noted in your Account dashboard), after which you will be automatically charged the agreed-upon Fee for your chosen subscription using the payment information you entered. You may cancel at any time prior to the end of the trial period.
Depending on the service level you choose in your Account dashboard, if you reach the limit of allowed services for that level we will pause the Service until your next billing cycle, or you may have the option to upgrade your Account’s service level to accommodate additional services. If you have any questions, please contact us at [email protected]
If you fail to make any payment when due, without limiting our other rights and remedies:
- We may charge interest on the past due amount at the rate of 3% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.
- You will reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.
- If such failure continues for 15 calendar days or more, we may suspend your and any Authorized User’s access to any portion or all of the Services until such amounts are paid in full in accordance with Section 8 of this Agreement.
All Fees and amounts payable by you under this Agreement do not include taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you under this Agreement. You are not responsible for any taxes imposed on our income.
- Confidential Information
Fraud Blocker may disclose or make available to the other information about their business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).
Confidential Information does not include information that, at the time of disclosure is:
- in the public domain;
- known to you at the time of disclosure;
- rightfully obtained by you on a non-confidential basis from a third party; or
- independently developed by you.
You agree that you will not disclose Fraud Blocker’s Confidential Information, except to employees who need to know Confidential Information to exercise your rights or perform your obligations under this Agreement.
On the expiration or termination of this Agreement, you will promptly return to the other all copies, whether in written, electronic, or other form or media, of our Confidential Information, or destroy all such copies and certify in writing to the other that such Confidential Information has been destroyed.
Your nondisclosure obligations with regard to Confidential Information are effective as of the Effective Date and will expire 5 years from the date first disclosed.
With respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), obligations of nondisclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
- Intellectual Property Ownership
Our Intellectual Property
You acknowledge that we own all right, title, and interest in and to our intellectual property, and, with respect to any third-party software or services which may be incorporated into the Service, the applicable third-party providers own all right, title, and interest in and to such software or services.
We acknowledge that you own all right, title, and interest in and to Your Data. You hereby grant us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to Your Data as may be necessary for us to provide the Service to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Your Data as such is aggregated, anonymized, and incorporated within the Aggregated Data.
If you or any of your employees or contractors send or transmit any communications or materials to us suggesting or recommending changes to our intellectual property, including new features or functionality, or any comments, questions, suggestions, or the like, we are free to use such feedback irrespective of any other obligation or limitation.
You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the feedback, for any purpose whatsoever.
- Term and Termination
The Term of this Agreement begins on the Effective Date and, unless terminated earlier in accordance with this Agreement’s express provisions, will continue in effect until terminated by either party by giving notice to the other, which you may do by either logging into your account and cancelling your subscription through your Account dashboard, or by contacting us.
In addition to any other express termination right set forth in this Agreement:
- We may terminate this Agreement, effective on written notice to you, if you:
- fail to pay any amount when due, and such failure continues more than 30 days after our delivery of written notice of such failure; or
- breach any of your obligations under “Restrictions on Your Use of Our Intellectual Property” or “Confidential Information.”
- Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach:
- is incapable of cure; or
- being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.
- Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party:
- becomes insolvent or is unable to pay, or fails to pay, its debts as they become due;
- files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
- makes or seeks to make a general assignment for the benefit of its creditors; or
- applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
- Messages from Fraud Blocker
You understand that you may receive business-related communications from us through the Service or through SMS, phone calls, or email, such as product-related messages, announcements, and administrative notices. You agree that these communications are not unsolicited commercial advertisements and you agree to receive them.
Marketing-related email messages will be accompanied by instructions for opting out.
- Your Account
- Account Creation. You need to register for an Account to use the Service (your “Account”). You may create an Account for free by signing up through a registration form on the Service. You are solely responsible for the activity that occurs on your Account. You agree to keep your Account and devices secure and to notify us immediately of any breach of security or unauthorized use of your Account.
- Accurate Information. When creating your Account, you promise to provide accurate information related to your Account. You promise to keep this information updated so that it is accurate at all times.
- No Account Purchases and Transfers. You may not buy, sell, give, or trade any Account, nor attempt to buy, sell, give, or trade any Account. We own, have licensed, or otherwise have rights to all the content that appears in-Service, including Accounts.
- Support Services and Maintenance
We may, in our sole discretion, provide you with customer and technical support services related to the Service (“Support Services”). We are not required to provide Support Services unless otherwise required by applicable law. No failure to provide, or to continue to provide, Support Services will constitute a default by Fraud Blocker under this Agreement. Any supplemental software code provided to you as part of the Support Services will be treated as part of the Service, and as between you and us will be and remain our sole property and will be subject to the terms and conditions of this Agreement.
If we choose to provide you Support Services, we will attempt to respond to any technical questions, problems, and inquiries within a reasonable time. But the following restrictions apply:
- We may decline to provide support for a matter that we consider, at our sole discretion, to require unreasonable time, effort, cost, or expense.
- We make no warranty as to a specific response time or to the successful or satisfactory resolution of the question, problem, or inquiry.
- You will cooperate and work closely with us to reproduce malfunctions as we reasonably request, including conducting diagnostic or troubleshooting activities.
- You will cooperate and perform any requested modifications that our technical staff instructs you to perform on any supplementary software code installed on your webpage.
Our customer support may be reached by contacting us at [email protected] You agree that you will look solely to Fraud Blocker in connection with Support Services.
- Modification and Monitoring of the Service
We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part of the Service) with or without notice at any time. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.
If we enhance the Service to include new or additional features of capabilities, we may amend this Agreement or the applicable Fees and we reserve the right to obtain your consent to such amendments. If you do not agree to these amendments in their entirety, we reserve the right to terminate this Agreement as otherwise described in this Agreement.
We reserve the right to monitor use of the Service to determine compliance with this Agreement, as well as the right to edit, refuse to post, or remove any content, information, or materials, in whole or in part, at our sole discretion. We reserve the right to refuse access to the Service to anyone, or terminate any Account, for any reason, at any time.
- Software Quality
We will endeavor to have our Service operate properly. However, as a service that relies on software, predictive algorithms, third-party networks, software, and services, and continuous Internet connectivity, we do not guarantee that our Service will operate in an uninterrupted or error-free manner or that it will always be available, free from errors, omissions, or malfunctions.
If we receive notice of any failure or malfunction, of we become aware of them by ourselves, we will attempt to regain the Service’s availability as soon as practicable. But such incidents will not be considered a breach of this Agreement.
Further, even though we make commercially reasonable efforts to have our Service identify fraudulent clicks and other fraudulent activity, we cannot and do not guarantee that our Service will detect or prevent all types or all instances of fraudulent behavior. We will not be liable for any such fraudulent activity not detected by our Service.
- Disclaimer of Warranties
Your use of the Service is entirely at your own risk.
The Service is provided by Fraud Blocker on an as-is basis. Fraud Blocker expressly disclaims all warranties of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Fraud Blocker makes no warranty that (i) the Service will meet your requirements, (ii) that operation of the Service will be uninterrupted, timely, secure, or error-free, or (iii) the results that may be obtained from the use of the Service will be accurate or reliable.
No advice or information, whether oral or written, obtained by you from Fraud Blocker, or through the Service creates any warranty regarding the Service not expressly stated in this Agreement.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.
- Limitation of Liability
|You expressly understand and agree that Fraud Blocker is not liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goods, goodwill, use, data, or other intangible losses (even if Fraud Blocker has been advised of the possibility of such damages), resulting from the use or the inability to use the Service or any other matter relating to the Service, and without regard to whether such damages, or claims of damages arise based in contract, tort or otherwise.|
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Fraud Blocker and its affiliates will be limited to the fullest extent permitted by law.
You agree to indemnify and hold Fraud Blocker and its affiliates, officers, agents, and employees harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person or entity arising out of your violation of this Agreement, state or federal laws or regulations, or any other person’s rights, including infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including any negligent act, will Fraud Blocker or its affiliates or agents be liable for any damages of any kind that result from the use of, or the inability to use, the Service.
- Your Personal Information
- Disclosures Required by Law
We reserve the right to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process, or governmental request. We reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of any user believed to be in violation of this Agreement.
By accepting this Agreement, you waive all rights and agree to hold us harmless from any claims resulting from any action taken by us during or as a result of its investigations or from any actions taken as a consequence of investigations by either Fraud Blocker or law enforcement authorities.
- Legal Compliance
By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Governing Law; Mediation; Jurisdiction
The Agreement, and all future agreements you enter into with us, unless otherwise indicated on such other agreement, will be governed by the laws of the State of California. This is the case regardless of whether you reside or transact business with us, or any of our affiliates or agents, in the State of California or elsewhere. Unless a dispute would be governed by the terms of Section 24 below, you agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Los Angeles, California, United States.
- Binding Arbitration
Any dispute or claim relating in any way to your use of the Service (each, a “Claim”) will be resolved by binding arbitration, rather than in court (except that you may assert claims in small-claims court if your claims qualify). You agree that each Claim must be brought individually.
YOU AND FRAUD BLOCKER AGREE THAT (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.
The Federal Arbitration Act and federal arbitration law apply to this Agreement and this binding arbitration clause.
Arbitration is a process with no judge or jury – an arbitrator will review the arguments in the dispute and award damages and other relief just like a court would. The arbitrator must follow this Agreement as a court otherwise would. Court review of the arbitration award is limited under the Federal Arbitration Act.
To start an arbitration, you must send an email to [email protected] describing your Claim and requesting arbitration, or we may do the same by sending a written notice requesting arbitration to your address. The proceedings will be conducted through JAMS, using their Streamlined Arbitration Rules and Procedures. You can view these rules at jamsadr.com or by calling 800-352-5267. The payment of the initial filing fees will be made by the party filing the Claim, and any other filing and other fees will be apportioned as directed by the JAMS rules. The arbitration will take place in Los Angeles, California, United States, unless the Parties agree to video, phone, or Internet connection appearances.
Except as otherwise set forth below, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Fraud Blocker will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given (including any attorneys’ fees and costs awarded), and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based.
Notwithstanding the terms of this Section, either of us may bring a lawsuit in court for equitable relief, for any misuse or infringement of intellectual property rights, or for any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Service.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND FRAUD BLOCKER WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
You and Fraud Blocker agree that if any portion this Section is found illegal or unenforceable, that portion will be severed and the remainder of the Section will be given full force and effect.
- Security of Data Transmission and Storage
Electronic communications using the Service may not always be encrypted. You acknowledge that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between you and Fraud Blocker or between you and other parties.
Fraud Blocker and its affiliates and agents are permitted, but not obligated, to review or retain your communications.
The Service may contain links to other sites and software applications, including through display advertisements (the “Linked Services”). Fraud Blocker does not control the Linked Services, and Fraud Blocker and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those Linked Services. The fact that Fraud Blocker has provided a link to an external location is not an endorsement, authorization, sponsorship, or affiliation with respect to such Linked Services, its owners, or its providers. There are risks in using any information, software, or products found on the Internet, and Fraud Blocker cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold Fraud Blocker or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on Linked Services.
- Trademarks and Copyrights
The Service is owned by Fraud Blocker and is protected by United States copyright laws and international treaty provisions. All Service content, trademarks, services marks, trade names, logos, and icons are proprietary to Fraud Blocker, subject to any third-party rights in portions of the Service licensed from third parties. Nothing contained in the Service should be seen as granting any license or right to use any trademark displayed in the Service without the written permission of Fraud Blocker or such third party that may own the trademarks displayed in the Service. Your use of the trademarks displayed in the Service, or any other content in the Service, except as provided in this Agreement, is strictly prohibited.
Intellectual property displayed through the Service is either the property of, or used with permission by, Fraud Blocker. You are prohibited from using or authorizing the use of this intellectual property unless specifically permitted under the Agreement. Any unauthorized use of this intellectual property may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.
- Miscellaneous Terms
- Agreement Revisions. This Agreement may only be revised in writing by Fraud Blocker, or by our publication of a new version on the Service.
- Force Majeure. We are not liable for any delay or failure to perform due to unforeseen circumstances or causes beyond our control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
- No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.
- We may assign this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you will be null and void.
- Export Regulation. You will comply with all applicable federal laws, regulations, rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of our intellectual property or any of Your Data outside the U.S.
- S. Government Rights. Each of the software components that constitute the Service are a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212.
Accordingly, if you are an agency or contractor of the U.S. Government, you only receive those rights with respect to the Service as granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government users and their contractors.
- If any part of this Agreement is determined to be void, invalid or unenforceable, then that portion will be severed, and the remainder of the Agreement will be given full force and effect.
- Attorneys’ Fees. If any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
- No Waiver. Our failure to enforce any provision of this Agreement will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce every such provision thereafter. The express waiver by us of any provision, condition, or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
- Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
- Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service and supersedes all prior or contemporaneous communications, whether electronic, oral, or written, between you and us with respect to the Service.
- Inclusive Language. As used in this Agreement, the word “including” means “including but not limited to,” and the word “includes” means “includes without limitation.”