TERMS AND CONDITIONS
THE FOLLOWING PROVISIONS (“TERMS AND CONDITIONS”) APPLY TO THE RIPPLENAMI APPLICATION, SOFTWARE AND SERVICE AGREEMENT (“AGREEMENT”) AND GOVERNS THE PURCHASE AND ONGOING USE OF OUR SERVICES AND LICENSE OF OUR TECHNOLOGY. BY ACCEPTING THE AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING THE AGREEMENT THAT REFERENCES THE TERMS AND CONDITIONS, YOU AGREE TO THE TERMS AND CONDITIONS BELOW. IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS BELOW, YOU MUST NOT ACCEPT THE AGREEMENT AND MAY NOT USE THE SERVICES. THE AGREEMENT, ANY APPLICABLE END USER LICENSE AGREEMENT(S) AND THESE TERMS AND CONDITIONS SET FORTH THE PARAMETERS AND GENERAL TERMS AND CONDITIONS UNDER WHICH YOU, THE CUSTOMER, MAY RECEIVE OUR SERVICES AND USE OUR PRODUCTS AND TECHNOLOGY. THESE TERMS AND CONDITIONS ARE INCORPORATED INTO AND GOVERNED BY THE AGREEMENT.
The Terms and Conditions were last updated on April 20, 2015. It is effective between You and RippleNami, Inc. (“RippleNami”) as of the date of Your acceptance of the Agreement.
1. DEFINITIONS. Certain capitalized terms used in the Terms and Conditions, not otherwise defined herein, will have the meanings set forth below.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means the RIPPLENAMI APPLICATION, SOFTWARE AND SERVICE AGREEMENT specifying the Services to be provided thereunder and hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into the Agreement, You and/or an Affiliate agrees to be bound by the terms of the Agreement, including these Terms and Conditions, as if it were an original party hereto.
“Beta Services” means Our Services that are not generally available to customers.
“Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to the Agreement, as more fully described in the Documentation.
“Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via www.ripplenami.com to the applicable Service.
“End User License Agreement” means that certain end user license agreement, the terms and conditions of such agreement to be accepted by Your authorized users prior to accessing the Purchased Services.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non-RippleNami Applications” means a web-based or offline software application that is provided by You or a third party and interoperates with a Service.
“Purchased Services” means Services that You or Your Affiliate purchase under the Agreement. 2
“Services” means the products, software, applications and services that are ordered by You under the Agreement and made available online by Us. “Services” including any information you submit to a Non-RippleNami Application which is then used in conjunction with, or becomes available to, the Purchased Services.
“User” means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business. All Users must read and accept an End User License Agreement.
“We,” “Us” or “Our” means RippleNami, Inc. described in Section 12 (Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which you are accepting the Agreement and Affiliates of that company or entity.
“Your Data” means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content and Non-RippleNami Applications.
2. PURCHASED SERVICES
2.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to the Agreement and these Terms and Conditions, (b) provide Our standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased as described in the Agreement, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-RippleNami Application, or denial of service attack.
2.2. Responsibility of Acts, Errors and Omissions by User. You agree to take responsibility for managing the User subscriptions granted pursuant to the Agreement. You shall be responsible to Us for all use of the Services by the Users, and any breach of the Agreement, these Terms and Conditions and/or End User License Agreement(s) by any User shall be deemed a breach of the Agreement by You.
2.4. Customer Training. We will provide You with implementation training related to the Purchased Services as agreed upon in the Agreement. The majority of training will be provided remotely (via an online conference presentation or similar application) on dates that are mutually agreed upon by the parties. We will make additional training available upon reasonable request and subject to availability of personnel at Our then-current rates for training. You will pay Us such amounts for travel and/or additional training within fifteen (15) days following the date of Our invoice.
2.5. Beta Services. From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under the Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
2.6. Deprecation Policy. We will notify You if we intend to discontinue or make backwards incompatible changes to the Purchased Services. We will use commercially reasonable efforts to continue to operate the Services for at least 6 months after notification.
3. USE OF SERVICES AND CONTENT
3.1. Subscriptions. Unless otherwise provided in the Agreement, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
3.2. Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in the Agreement. Unless otherwise specified, (a) a quantity in the Agreement refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Agreement for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 5 (Fees and Payment for Purchased Services).
3.3. Your Responsibilities. You will (a) be responsible for Users’ compliance with the Agreement, these Terms and Conditions and the applicable End User License Agreement(s), (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non- RippleNami Applications with which You use Services or Content.
3.4. Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in the Agreement or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).
3.5. Removal of Content and Non-RippleNami Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-RippleNami Application hosted on a Service by You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-RippleNami Application or modify the Non-RippleNami Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-RippleNami Application until the potential violation is resolved.
4. NON-RIPPLENAMI PROVIDERS
4.1. Acquisition of Non-RippleNami Products and Services. We or third parties may make available third-party products or services, including, for example, Non-RippleNami Applications and implementation and other consulting services. Any acquisition by You of such non-RippleNami products or services, and any exchange of data between You and any non-RippleNami provider, is solely between You and the applicable non-RippleNami provider. We do not warrant or support Non- RippleNami Applications or other non-RippleNami products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in the Agreement.
4.3. Integration with Non-RippleNami Applications. The Services may contain features designed to interoperate with Non-RippleNami Applications. To use such features, You may be required to obtain access to Non-RippleNami Applications from their providers, and may be required to grant Us access to Your account(s) on the Non-RippleNami Applications. If the provider of a Non-RippleNami Application ceases to make the Non-RippleNami Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.
5. FEES AND PAYMENT FOR PURCHASED SERVICES
5.1. Fees. You will pay all fees specified in the Agreement. Except as otherwise specified herein or in the Agreement, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
5.2. Invoicing and Payment. We will invoice You in accordance with the Agreement. Unless otherwise stated in the Agreement, invoiced charges are due net 15 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
5.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and the Agreement on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).
5.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.
5.5. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
5.6. Future Functionality. You agree that Your purchases are 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.
6. PROPRIETARY RIGHTS AND LICENSES
6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
6.2. License by Us to Use Content. We grant to You a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Content acquired by You pursuant to the Agreement, subject to the Agreement, these Terms and Conditions and any End User License Agreement(s) applicable to the subscription. You acknowledge and agree that, regarding Non-RippleNami Applications accessed via the Purchased Services, You and Users are subject to and must comply with any terms and conditions that the owner of each such Non-RippleNami Applications requires for its use, notwithstanding that access to such Non-RippleNami Applications are being provided in connection with the Purchased Services.
6.3. License by You to Host Your Data and Applications. You grant Us and Our Affiliates a perpetual, worldwide, license to host, copy, transmit and display Your Data, and any Non-RippleNami Applications and program code created by or for You using Our Service, as necessary for Us to provide the Services in accordance with the Agreement and these Terms and Conditions. Except as permitted by the license granted herein, We acquire no right, title or interest from You or Your licensors under the Agreement and these Terms and Conditions in or to Your Data or any Non-RippleNami Application or program code.
6.4. Assignment by You to Us of Feedback Intellectual Property. We may send You questionnaires or surveys on a periodic basis in written or electronic form as mutually agreed between the parties and You agree to complete all such surveys. Any comments, ideas and/or reports provided to Us, whether in such questionnaires or otherwise (collectively, “Feedback”) will be considered RippleNami’s proprietary and confidential information, and You hereby irrevocably transfer and assign to RippleNami all intellectual property rights embodied in or arising in connection with such Feedback.
6.5. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in the Agreement and these Terms and Conditions. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by Us to You, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes, but is not limited to, the Services and Content, the terms and conditions of the Agreement (including pricing), these Terms and Conditions, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Us. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Us, (ii) was known to You prior to its disclosure by Us without breach of any obligation owed to the Us, (iii) is received from a third party without breach of any obligation owed to Us, or (iv) was independently developed by the You. Notwithstanding anything herein to the contrary, You agree that any information acquired by You to any Non-RippleNami Application in connection with the Purchased Services is Confidential Information.
7.2. Protection of Confidential Information. You will use the same degree of care that You use to protect the confidentiality of your own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Ours for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by Us in writing, to limit access to Confidential Information of Ours to those of Your Affiliates’ employees and contractors who need that access for purposes consistent with the Agreement and who have signed confidentiality agreements with You containing protections no less stringent than those herein. Neither party will disclose the terms of the Agreement or the Terms and Conditions to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 7.2.
7.3. Compelled Disclosure. You may disclose Confidential Information of Ours to the extent compelled by law to do so, provided You give Us prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at Our cost, if We wish to contest the disclosure.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1. Representations. Each party represents that it has validly entered into the Agreement and has the legal power to do so.
8.2. Our Warranties. We warrant that (a) the Agreement, these Terms and Conditions and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will perform materially in accordance with the applicable Documentation, and (d) subject to Section 4.3 (Integration with Non-RippleNami Applications), We will not materially decrease the functionality of the Purchased Services during a subscription term. For any breach of an above warranty, Your exclusive remedies are those described in Sections 11.3 (Termination) and 11.4 (Refund or Payment upon Termination).
8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
8.4. Internet Delays. SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
9.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Service in accordance with the Agreement and these Terms and Conditions infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 8.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with the Agreement and these Terms and Conditions, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-RippleNami Application or Your breach of the Agreement and Terms and Conditions. THIS SECTION STATES RIPPLENAMI’S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT BY SERVICES PROVIDED.
9.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use or User’s use of any Service or Content in breach of the Agreement and these Terms and Conditions, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense (by counsel acceptable to Us) and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
9.3. Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.
10. LIMITATION OF LIABILITY
10.1. Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY INCIDENT OR INCIDENTS ARISING OUT OF OR RELATED TO THE AGREEMENT AND THESE TERMS AND CONDITIONS SHALL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT(S). IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT AND THESE TERMS AND CONDITIONS EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE MOST RECENT INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES).
10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10.3. Essential Basis. You acknowledge and understand that the disclaimers, exclusions and limitations of liability set forth in the Agreement and these Terms and Conditions form an essential basis of the agreement between the parties, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in the Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of the Agreement would be substantially different.
11. TERM AND TERMINATION
11.1. Term of Agreement. The Agreement commences on the date You first accept it by clicking a box indicating your acceptance or by executing the Agreement and continues until all subscriptions hereunder have expired or have been terminated.
11.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Agreement. Except as otherwise specified in the Agreement, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is longer), unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term. The per- unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
11.3. Termination. A party may terminate the Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) 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.
11.4. Refund or Payment upon Termination. If the Agreement is terminated by You in accordance with Section 11.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of the Agreement after the effective date of termination. If the Agreement is terminated by Us in accordance with Section 11.3, You will pay any unpaid fees covering the remainder of the term of the Agreement. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
11.5. Surviving Provisions. The Sections titled “Your Responsibilities,” “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Notices, Governing Law and Jurisdiction,” and “General Provisions” will survive any termination or expiration if the Agreement.
12. NOTICES, GOVERNING LAW AND JURISDICTION
12.1. General. You are contracting with RippleNami, Inc., 1220 Rosecrans St., PMB 804, San Diego, California 92106. The Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with the Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego, California. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the Terms and Conditions of the Agreement. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of the Agreement or use of the Service. The failure of the Company to enforce any right or provision in the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.
12.2. Manner of Giving Notice. Except as otherwise specified in the Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
12.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
13. GENERAL PROVISIONS
13.1. Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation. In addition, You will comply with and obtain all required authorizations from applicable government authorities under all applicable export and reexport control laws and regulations with respect to Purchased Services use, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. This Section 13.1 shall survive the Agreement.
13.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us at firstname.lastname@example.org.
13.3. Corrupt Practices. You will comply with the U.S. Foreign Corrupt Practices Act and will not use any payment or other benefit derived from Us to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting the Agreement.
13.4. U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and applications and related documentation within the meaning of the applicable Federal Acquisition Regulation and agency supplements thereto.
13.5. Entire Agreement and Order of Precedence. The Agreement, these Terms and Conditions and any applicable End User License Agreement(s) is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding the Agreement) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Agreement, (2) these Terms and Conditions, (3) applicable End User License Agreement, and (4) the Documentation.
13.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign the Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if You are acquired by, sell substantially all of Your assets to, or undergo a change of control in favor of, Our direct competitor, then We may terminate the Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
13.7. Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.8. Third-Party Beneficiaries. Our Content licensors and Non-RippleNami Application providers shall have the benefit of Our rights and protections hereunder with respect to the applicable Services and Content. There are no other third-party beneficiaries under the Agreement.
13.9. Waiver. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right.