2014-02-18 00:04:03 +00:00
|
|
|
Copyright (c) 2013-2014 StrongLoop, Inc.
|
2013-11-05 17:59:05 +00:00
|
|
|
|
2015-09-16 20:38:09 +00:00
|
|
|
loopback-component-explorer uses a 'dual license' model. Users may use loopback-explorer
|
2014-02-18 00:04:03 +00:00
|
|
|
under the terms of the MIT license, or under the StrongLoop License. The text of
|
|
|
|
both is included below.
|
2013-11-05 17:59:05 +00:00
|
|
|
|
2014-02-18 00:04:03 +00:00
|
|
|
MIT license
|
2013-11-05 17:59:05 +00:00
|
|
|
|
2014-02-18 00:04:03 +00:00
|
|
|
Permission is hereby granted, free of charge, to any person obtaining a copy
|
|
|
|
of this software and associated documentation files (the "Software"), to deal
|
|
|
|
in the Software without restriction, including without limitation the rights
|
|
|
|
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
|
|
|
|
copies of the Software, and to permit persons to whom the Software is
|
|
|
|
furnished to do so, subject to the following conditions:
|
|
|
|
|
|
|
|
The above copyright notice and this permission notice shall be included in
|
|
|
|
all copies or substantial portions of the Software.
|
2013-11-05 17:59:05 +00:00
|
|
|
|
|
|
|
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
|
2014-02-18 00:04:03 +00:00
|
|
|
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
|
|
|
|
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
|
|
|
|
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
|
|
|
|
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
|
|
|
|
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN
|
|
|
|
THE SOFTWARE.
|
|
|
|
|
|
|
|
StrongLoop License
|
|
|
|
|
|
|
|
STRONGLOOP SUBSCRIPTION AGREEMENT
|
|
|
|
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU AGREE TO THESE TERMS. IF YOU
|
|
|
|
ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE
|
|
|
|
AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT
|
|
|
|
AGREE TO THESE TERMS, YOU SHOULD NOT AGREE TO THE TERMS OF THIS AGREEMENT OR
|
|
|
|
INSTALL OR USE THE SOFTWARE.
|
|
|
|
This StrongLoop Subscription Agreement ("Agreement") is made by and between
|
|
|
|
StrongLoop, Inc. ("StrongLoop") with its principal place of business at 107 S.
|
|
|
|
B St, Suite 220, San Mateo, CA 94401 and the person or entity entering into this
|
|
|
|
Agreement ("Customer"). The effective date ("Effective Date") of this Agreement
|
|
|
|
is the date Customer agrees to these terms or installs or uses the Software (as
|
|
|
|
defined below). This Agreement applies to Customer's use of the Software but it
|
|
|
|
shall be superseded by any signed agreement between you and StrongLoop
|
|
|
|
concerning the Software.
|
|
|
|
1. Subscriptions and Licenses.
|
|
|
|
1.1 Subscriptions. StrongLoop offers five different subscription levels to its
|
|
|
|
customers, each as more particularly described on StrongLoop's website located
|
|
|
|
at www.strongloop.com (the "StrongLoop Site"): (1) Free; (2) Developer; (3)
|
|
|
|
Professional; (4) Gold; and (5) Platinum. The actual subscription level
|
|
|
|
applicable to Customer (the "Subscription") will be specified in the purchase
|
|
|
|
order that Customer issues to StrongLoop. This Agreement applies to Customer
|
|
|
|
regardless of the level of the Subscription selected by Customer and whether or
|
|
|
|
not Customer upgrades or downgrades its Subscription. StrongLoop hereby agrees
|
|
|
|
to provide the services as described on the StrongLoop Site for each
|
|
|
|
Subscription level during the term for which Customer has purchased the
|
|
|
|
applicable Subscription, subject to Customer paying the fees applicable to the
|
|
|
|
Subscription level purchased, if any (the "Subscription Fees"). StrongLoop may
|
|
|
|
modify the services to be provided under any Subscription upon notice to
|
|
|
|
Customer.
|
|
|
|
1.2 License Grant. Subject to the terms and conditions of this Agreement,
|
|
|
|
StrongLoop grants to Customer, during the Subscription Term (as defined in
|
|
|
|
Section 7.1 (Term and Termination) of this Agreement, a limited, non-exclusive,
|
|
|
|
non-transferable right and license, to install and use the StrongLoop Suite
|
|
|
|
software (the "Software") and the documentation made available electronically as
|
|
|
|
part of the Software (the "Documentation"), either of which may be modified
|
|
|
|
during the Term (as defined in Section 7.1 below), solely for development,
|
|
|
|
production and commercial purposes so long as Customer is using the Software to
|
|
|
|
run only one process on a given operating system at a time. This Agreement,
|
|
|
|
including but not limited to the license and restrictions contained herein,
|
|
|
|
apply to Customer regardless of whether Customer accesses the Software via
|
|
|
|
download from the StrongLoop Site or through a third-party website or service,
|
|
|
|
even if Customer acquired the Software prior to agreeing to this Agreement.
|
|
|
|
1.3 License Restrictions. Customer shall not itself, or through any parent,
|
|
|
|
subsidiary, affiliate, agent or other third party:
|
|
|
|
1.3.1 sell, lease, license, distribute, sublicense or otherwise transfer
|
|
|
|
in whole or in part, any Software or the Documentation to a third party;
|
|
|
|
or
|
|
|
|
1.3.2 decompile, disassemble, translate, reverse engineer or otherwise
|
|
|
|
attempt to derive source code from the Software, in whole or in part, nor
|
|
|
|
shall Customer use any mechanical, electronic or other method to trace,
|
|
|
|
decompile, disassemble, or identify the source code of the Software or
|
|
|
|
encourage others to do so, except to the limited extent, if any, that
|
|
|
|
applicable law permits such acts notwithstanding any contractual
|
|
|
|
prohibitions, provided, however, before Customer exercises any rights that
|
|
|
|
Customer believes to be entitled to based on mandatory law, Customer shall
|
|
|
|
provide StrongLoop with thirty (30) days prior written notice and provide
|
|
|
|
all reasonably requested information to allow StrongLoop to assess
|
|
|
|
Customer's claim and, at StrongLoop's sole discretion, to provide
|
|
|
|
alternatives that reduce any adverse impact on StrongLoop's intellectual
|
|
|
|
property or other rights; or
|
|
|
|
1.3.3 allow access or permit use of the Software by any users other than
|
|
|
|
Customer's employees or authorized third-party contractors who are
|
|
|
|
providing services to Customer and agree in writing to abide by the terms
|
|
|
|
of this Agreement, provided further that Customer shall be liable for any
|
|
|
|
failure by such employees and third-party contractors to comply with the
|
|
|
|
terms of this Agreement and no usage restrictions, if any, shall be
|
|
|
|
exceeded; or
|
|
|
|
1.3.4 create, develop, license, install, use, or deploy any third party
|
|
|
|
software or services to circumvent or provide access, permissions or
|
|
|
|
rights which violate the license keys embedded within the Software; or
|
|
|
|
1.3.5 modify or create derivative works based upon the Software or
|
|
|
|
Documentation; or disclose the results of any benchmark test of the
|
|
|
|
Software to any third party without StrongLoop's prior written approval;
|
|
|
|
or
|
|
|
|
1.3.6 change any proprietary rights notices which appear in the Software
|
|
|
|
or Documentation; or
|
|
|
|
1.3.7 use the Software as part of a time sharing or service bureau
|
|
|
|
purposes or in any other resale capacity.
|
|
|
|
1.4 Third-Party Software. The Software may include individual certain software
|
|
|
|
that is owned by third parties, including individual open source software
|
|
|
|
components (the "Third-Party Software"), each of which has its own copyright and
|
|
|
|
its own applicable license conditions. Such third-party software is licensed to
|
|
|
|
Customer under the terms of the applicable third-party licenses and/or copyright
|
|
|
|
notices that can be found in the LICENSES file, the Documentation or other
|
|
|
|
materials accompanying the Software, except that Sections 5 (Warranty
|
|
|
|
Disclaimer) and 6 (Limitation of Liability) also govern Customer's use of the
|
|
|
|
third-party software. Customer agrees to comply with the terms and conditions
|
|
|
|
of the relevant third-party software licenses.
|
|
|
|
2. Support Services. StrongLoop has no obligation to provide any support for
|
|
|
|
the Software other than the support services specifically described on the
|
|
|
|
StrongLoop Site for the Subscription level procured by Customer. However,
|
|
|
|
StrongLoop has endeavored to establish a community of users of the Software who
|
|
|
|
have provided their own feedback, hints and advice regarding their experiences
|
|
|
|
in using the Software. You can find that community and user feedback on the
|
|
|
|
StrongLoop Site. The use of any information, content or other materials from,
|
|
|
|
contained in or on the StrongLoop Site are subject to the StrongLoop website
|
|
|
|
terms of use located here http://www.strongloop.com/terms-of-service.
|
|
|
|
3. Confidentiality. For purposes of this Agreement, "Confidential Information"
|
|
|
|
means any and all information or proprietary materials (in every form and media)
|
|
|
|
not generally known in the relevant trade or industry and which has been or is
|
|
|
|
hereafter disclosed or made available by StrongLoop to Customer in connection
|
|
|
|
with the transactions contemplated under this Agreement, including (i) all trade
|
|
|
|
secrets, (ii) existing or contemplated Software, services, designs, technology,
|
|
|
|
processes, technical data, engineering, techniques, methodologies and concepts
|
|
|
|
and any related information, and (iii) information relating to business plans,
|
|
|
|
sales or marketing methods and customer lists or requirements. For a period of
|
|
|
|
five (5) years from the date of disclosure of the applicable Confidential
|
|
|
|
Information, Customer shall (i) hold the Confidential Information in trust and
|
|
|
|
confidence and avoid the disclosure or release thereof to any other person or
|
|
|
|
entity by using the same degree of care as it uses to avoid unauthorized use,
|
|
|
|
disclosure, or dissemination of its own Confidential Information of a similar
|
|
|
|
nature, but not less than reasonable care, and (ii) not use the Confidential
|
|
|
|
Information for any purpose whatsoever except as expressly contemplated under
|
|
|
|
this Agreement; provided that, to the extent the Confidential Information
|
|
|
|
constitutes a trade secret under law, Customer agrees to protect such
|
|
|
|
information for so long as it qualifies as a trade secret under applicable law.
|
|
|
|
Customer shall disclose the Confidential Information only to those of its
|
|
|
|
employees and contractors having a need to know such Confidential Information
|
|
|
|
and shall take all reasonable precautions to ensure that such employees and
|
|
|
|
contractors comply with the provisions of this Section. The obligations of
|
|
|
|
Customer under this Section shall not apply to information that Customer can
|
|
|
|
demonstrate (i) was in its possession at the time of disclosure and without
|
|
|
|
restriction as to confidentiality, (ii) at the time of disclosure is generally
|
|
|
|
available to the public or after disclosure becomes generally available to the
|
|
|
|
public through no breach of agreement or other wrongful act by Customer, (iii)
|
|
|
|
has been received from a third party without restriction on disclosure and
|
|
|
|
without breach of agreement by Customer, or (iv) is independently developed by
|
|
|
|
Customer without regard to the Confidential Information. In addition, Customer
|
|
|
|
may disclose Confidential Information as required to comply with binding orders
|
|
|
|
of governmental entities that have jurisdiction over it; provided that Customer
|
|
|
|
gives StrongLoop reasonable written notice to allow StrongLoop to seek a
|
|
|
|
protective order or other appropriate remedy, discloses only such Confidential
|
|
|
|
Information as is required by the governmental entity, and uses commercially
|
|
|
|
reasonable efforts to obtain confidential treatment for any Confidential
|
|
|
|
Information disclosed. Notwithstanding the above, Customer agrees that
|
|
|
|
StrongLoop, its employees and agents shall be free to use and employ their
|
|
|
|
general skills, know-how, and expertise, and to use, disclose, and employ any
|
|
|
|
generalized ideas, concepts, know-how, methods, techniques or skills gained or
|
|
|
|
learned during the Term or thereafter.
|
|
|
|
4. Ownership. StrongLoop shall retain all intellectual property and proprietary
|
|
|
|
rights in the Software, Documentation, and related works, including but not
|
|
|
|
limited to any derivative work of the foregoing and StrongLoop's licensors shall
|
|
|
|
retain all intellectual property and proprietary rights in any Third-Party
|
|
|
|
Software that may be provided with or as a part of the Software. Customer shall
|
|
|
|
do nothing inconsistent with StrongLoop's or its licensors' title to the
|
|
|
|
Software and the intellectual property rights embodied therein, including, but
|
|
|
|
not limited to, transferring, loaning, selling, assigning, pledging, or
|
|
|
|
otherwise disposing, encumbering, or suffering a lien or encumbrance upon or
|
|
|
|
against any interest in the Software. The Software (including any Third-Party
|
|
|
|
Software) contain copyrighted material, trade secrets and other proprietary
|
|
|
|
material of StrongLoop and/or its licensors.
|
|
|
|
5. Warranty Disclaimer. THE SOFTWARE (INCLUDING ANY THIRD-PARTY SOFTWARE) AND
|
|
|
|
DOCUMENTATION MADE AVAILABLE TO CUSTOMER ARE PROVIDED "AS-IS" AND STRONGLOOP,
|
|
|
|
ON BEHALF OF ITSELF AND ITS LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
|
|
|
|
KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
|
|
|
|
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE,
|
|
|
|
PERFORMANCE, AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE,
|
|
|
|
COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. STRONGLOOP DOES
|
|
|
|
NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
|
|
|
|
ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE
|
|
|
|
WILL PROVIDE OR ENSURE ANY PARTICULAR RESULTS OR OUTCOME. NO ORAL OR WRITTEN
|
|
|
|
INFORMATION OR ADVICE GIVEN BY STRONGLOOP OR ITS AUTHORIZED REPRESENTATIVES
|
|
|
|
SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
|
|
|
|
STRONGLOOP IS NOT OBLIGATED TO PROVIDE CUSTOMER WITH UPGRADES TO THE SOFTWARE,
|
|
|
|
BUT MAY ELECT TO DO SO IN ITS SOLE DISCRETION. SOME JURISDICTIONS DO NOT ALLOW
|
|
|
|
THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
|
|
|
|
CUSTOMER.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE
|
|
|
|
SOFTWARE AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN
|
|
|
|
THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR
|
|
|
|
FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS
|
|
|
|
SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS.
|
|
|
|
6. Limitation of Liability.
|
|
|
|
6.1 Exclusion of Liability. IN NO EVENT WILL STRONGLOOP OR ITS LICENSORS
|
|
|
|
BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, RELIANCE, PUNITIVE,
|
|
|
|
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND
|
|
|
|
HOWEVER CAUSED (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
|
|
|
|
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND
|
|
|
|
THE LIKE), EVEN IF STRONGLOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
|
|
|
|
DAMAGES. CUSTOMER BEARS FULL RESPONSIBILITY FOR USE OF THE SOFTWARE AND
|
|
|
|
THE SUBSCRIPTION AND STRONGLOOP DOES NOT GUARANTEE THAT THE USE OF THE
|
|
|
|
SOFTWARE AND SUBSCRIPTION WILL ENSURE THAT CUSTOMER'S NETWORK WILL BE
|
|
|
|
AVAILABLE, SECURE, MONITORED OR PROTECTED AGAINST ANY DOWNTIME, DENIAL OF
|
|
|
|
SERVICE ATTACKS, SECUITY BREACHES, HACKERS AND THE LIKE. IN NO EVENT WILL
|
|
|
|
STRONGLOOP'S CUMULATIVE LIABILITY FOR ANY DAMAGES, LOSSES AND CAUSES OF
|
|
|
|
ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE)
|
|
|
|
ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF ONE
|
|
|
|
HUNDRED DOLLARS (US$100) OR THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER
|
|
|
|
TO STRONGLOOP IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM
|
|
|
|
ARISES.
|
|
|
|
6.2 Limitation of Damages. IN NO EVENT WILL STRONGLOOP'S LICENSORS HAVE
|
|
|
|
ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.
|
|
|
|
THE PROVISIONS OF THIS SECTION 6 ALLOCATE RISKS UNDER THIS AGREEMENT
|
|
|
|
BETWEEN CUSTOMER, STRONGLOOP AND STRONGLOOP'S SUPPLIERS. THE FOREGOING
|
|
|
|
LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT
|
|
|
|
PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL
|
|
|
|
PURPOSE.
|
|
|
|
6.3 Failure of Essential Purpose. THE PARTIES AGREE THAT THESE
|
|
|
|
LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY
|
|
|
|
SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
|
|
|
|
6.4 Allocation of Risk. The sections on limitation of liability and
|
|
|
|
disclaimer of warranties allocate the risks in the Agreement between the
|
|
|
|
parties. This allocation is an essential element of the basis of the
|
|
|
|
bargain between the parties.
|
|
|
|
7. Term and Termination.
|
|
|
|
7.1 This Agreement shall commence on the Effective Date and continue for so long
|
|
|
|
as Customer has a valid Subscription and is current on the payment of any
|
|
|
|
Subscription Fees required to be paid for that Subscription (the "Subscription
|
|
|
|
Term"). Either party may terminate this Agreement immediately upon written
|
|
|
|
notice to the other party, and the Subscription and licenses granted hereunder
|
|
|
|
automatically terminate upon the termination of this Agreement. This Agreement
|
|
|
|
will terminate immediately without notice from StrongLoop if Customer fails to
|
|
|
|
comply with or otherwise breaches any provision of this Agreement.
|
|
|
|
7.2 All Sections other than Section 1.1 (Subscriptions) and 1.2 (Licenses) shall
|
|
|
|
survive the expiration or termination of this Agreement.
|
|
|
|
8. Subscription Fees and Payments. StrongLoop, Customer agrees to pay
|
|
|
|
StrongLoop the Subscription Fees as described on the StrongLoop Site for the
|
|
|
|
Subscription purchased unless a different amount has been agreed to in a
|
|
|
|
separate agreement between Customer and StrongLoop. In addition, Customer shall
|
|
|
|
pay all sales, use, value added, withholding, excise taxes and other tax, duty,
|
|
|
|
custom and similar fees levied upon the delivery or use of the Software and the
|
|
|
|
Subscriptions described in this Agreement. Fees shall be invoiced in full upon
|
|
|
|
StrongLoop's acceptance of Customer's purchase order for the Subscription. All
|
|
|
|
invoices shall be paid in US dollars and are due upon receipt and shall be paid
|
|
|
|
within thirty (30) days. Payments shall be made without right of set-off or
|
|
|
|
chargeback. If Customer does not pay the invoices when due, StrongLoop may
|
|
|
|
charge interest at one percent (1%) per month or the highest rate permitted by
|
|
|
|
law, whichever is lower, on the unpaid balance from the original due date. If
|
|
|
|
Customer fails to pay fees in accordance with this Section, StrongLoop may
|
|
|
|
suspend fulfilling its obligations under this Agreement (including but not
|
|
|
|
limited to suspending the services under the Subscription) until payment is
|
|
|
|
received by StrongLoop. If any applicable law requires Customer to withhold
|
|
|
|
amounts from any payments to StrongLoop under this Agreement, (a) Customer shall
|
|
|
|
effect such withholding, remit such amounts to the appropriate taxing
|
|
|
|
authorities and promptly furnish StrongLoop with tax receipts evidencing the
|
|
|
|
payments of such amounts and (b) the sum payable by Customer upon which the
|
|
|
|
deduction or withholding is based shall be increased to the extent necessary to
|
|
|
|
ensure that, after such deduction or withholding, StrongLoop receives and
|
|
|
|
retains, free from liability for such deduction or withholding, a net amount
|
|
|
|
equal to the amount StrongLoop would have received and retained absent the
|
|
|
|
required deduction or withholding.
|
|
|
|
9. General.
|
|
|
|
9.1 Compliance with Laws. Customer shall abide by all local, state, federal and
|
|
|
|
international laws, rules, regulations and orders applying to Customer's use of
|
|
|
|
the Software, including, without limitation, the laws and regulations of the
|
|
|
|
United States that may restrict the export and re-export of certain commodities
|
|
|
|
and technical data of United States origin, including the Software. Customer
|
|
|
|
agrees that it will not export or re-export the Software without the appropriate
|
|
|
|
United States or foreign government licenses.
|
|
|
|
9.2 Entire Agreement. This Agreement constitutes the entire agreement between
|
|
|
|
the parties concerning the subject matter hereof. This Agreement supersedes all
|
|
|
|
prior or contemporaneous discussions, proposals and agreements between the
|
|
|
|
parties relating to the subject matter hereof. No amendment, modification or
|
|
|
|
waiver of any provision of this Agreement shall be effective unless in writing
|
|
|
|
and signed by both parties. Any additional or different terms on any purchase
|
|
|
|
orders issued by Customer to StrongLoop shall not be binding on either party,
|
|
|
|
are hereby rejected by StrongLoop and void.
|
|
|
|
9.3 Severability. If any provision of this Agreement is held to be invalid or
|
|
|
|
unenforceable, the remaining portions shall remain in full force and effect and
|
|
|
|
such provision shall be enforced to the maximum extent possible so as to effect
|
|
|
|
the intent of the parties and shall be reformed to the extent necessary to make
|
|
|
|
such provision valid and enforceable.
|
|
|
|
9.4 Waiver. No waiver of rights by either party may be implied from any actions
|
|
|
|
or failures to enforce rights under this Agreement.
|
|
|
|
9.5 Force Majeure. Neither party shall be liable to the other for any delay or
|
|
|
|
failure to perform due to causes beyond its reasonable control (excluding
|
|
|
|
payment of monies due).
|
|
|
|
9.6 No Third Party Beneficiaries. Unless otherwise specifically stated, the
|
|
|
|
terms of this Agreement are intended to be and are solely for the benefit of
|
|
|
|
StrongLoop and Customer and do not create any right in favor of any third party.
|
|
|
|
9.7 Governing Law and Jurisdiction. This Agreement shall be governed by the
|
|
|
|
laws of the State of California, without reference to the principles of
|
|
|
|
conflicts of law. The provisions of the Uniform Computerized Information
|
|
|
|
Transaction Act and United Nations Convention on Contracts for the International
|
|
|
|
Sale of Goods shall not apply to this Agreement. The parties shall attempt to
|
|
|
|
resolve any dispute related to this Agreement informally, initially through
|
|
|
|
their respective management, and then by non-binding mediation in San Francisco
|
|
|
|
County, California. Any litigation related to this Agreement shall be brought
|
|
|
|
in the state or federal courts located in San Francisco County, California, and
|
|
|
|
only in those courts and each party irrevocably waives any objections to such
|
|
|
|
venue.
|
|
|
|
9.8 Notices. All notices must be in writing and shall be effective three (3)
|
|
|
|
days after the date sent to the other party's headquarters, Attention Chief
|
|
|
|
Financial Officer.
|