Last Updated: November 12, 2024
1. Definitions
1.1. “Agreement” means, collectively, the Order, these
Standard Terms, and all Exhibits and attachments referenced and incorporated
into these Standard Terms.
1.2. “Aggregated Statistics” means data and information
related to Customer’s use of the Service that is used by Milvian Group in an
aggregate and anonymized manner, including to compile statistical and
performance information related to the provision and operation of the Service.
1.3. “Authorized User” means a Customer
employee, contractor, or agent (a) who is authorized by Customer to access and
use the Service under the rights granted to Customer pursuant to the Agreement
and (b) for whom access to the Service has been purchased hereunder.
1.4. “Customer Data” means information, data, and other
content, in any form or medium, that is submitted, posted, or otherwise
transmitted by or on behalf of Customer or an Authorized User through the
Service. Customer Data does not include Aggregated Statistics.
1.5. “Data Protection Laws and Regulations” means all laws
and regulations applicable to the processing of Personal Data under the
Agreement, including without limitation those of the European Union, the
European Economic Area and their member states, Switzerland, the United
Kingdom, and the United States and its states.
1.6. “Documentation” means Milvian Group’s user manuals,
handbooks, specifications, and guides relating to the Service provided or made
available by Milvian Group to Customer.
1.7. “Milvian Group IP” means the Service, all software
underlying the Service, the Documentation and all other materials made
available by Milvian Group to Customer, and all trademarks and service marks of
Milvian Group. Milvian Group IP includes Aggregated Statistics but does not
include Customer Data.
1.8. “Order” means a Cloud Service Order to which these
Cloud Service Standard Terms are attached, or a similar online/electronic
ordering document that references and incorporates these Cloud Service Standard
Terms.
1.9. “Personal Data” means any information relating to (a)
an identified or identifiable natural person and, (b) an identified or
identifiable legal entity (where such information is protected similarly as
Personal Data or personally identifiable information under applicable Data
Protection Laws and Regulations), where for each of (a) or (b), such data is
Customer Data.
1.10. “Service” means the Milvian Group cloud service offering
described in the applicable Order.
1.11. “Initial Subscription Term” means the initial period
identified in the Order during which Customer is authorized to access and use
the Service on a non-trial basis.
1.12. “Standard Terms” means these Cloud Service Standard
Terms.
1.13. “Third-Party Product” means any third-party product
made available to Customer in connection with the Service.
1.14. “Trial Term” means the period identified in the
Order, if any, during which Customer is authorized to access and use the
Service on a trial basis for evaluation purposes.
2. Access and Use
2.1. Provision of Access. Milvian Group grants Customer a
non-exclusive, non-transferable (except in compliance with Section 12.7) right
to access and use the Service during the Subscription Term, solely for use by
Authorized Users in accordance with the terms and conditions of the Agreement.
2.2. Documentation License. Milvian Group grants to
Customer a non-exclusive, non-sublicensable, non-transferable (except in
compliance with Section 12.7) license to use the Documentation during the
Subscription Term solely for Customer’s internal business purposes in
connection with its use of the Service.
2.3. Use Restrictions. Except as expressly permitted by the
Agreement, Customer will not, and Customer will not allow Authorized Users to):
(a) reverse engineer, decompile, or attempt to discover any source code or
underlying ideas or algorithms of the Service (except to the extent applicable
laws prohibit this restriction); (b) provide, sell, transfer, sublicense, lend,
distribute, rent, or otherwise allow others to access or use the Service; (c)
copy, modify, or create derivative works of the Service; (d) conduct security
or vulnerability tests on, interfere with the operation of, cause performance
degradation of, or circumvent access restrictions of the Product; (e) access
accounts, information, data, or portions of the Service to which Customer does
not have explicit authorization; (f) use the Service to develop a competing
service or product; (g) use the Service in connection with any activity
prohibited by applicable laws; or (h) upload, submit, or otherwise make
available to the Service any Customer Data to which Customer or Authorized
Users do not have the necessary rights.
2.4. Reservation of Rights. Milvian Group reserves all
rights not expressly granted to Customer in the Agreement. Except for the
limited rights and licenses expressly granted under the Agreement, nothing in
the Agreement grants, by implication, waiver, estoppel, or otherwise, to
Customer or any third party any intellectual property rights or other right,
title, or interest in or to the Milvian Group IP.
2.5. Suspension. Notwithstanding anything to the contrary
in the Agreement, Milvian Group may temporarily suspend Customer’s and any
Authorized User’s access to any portion or all of the Service if: (a) Milvian
Group reasonably determines that (i) there is a
threat or attack on the Service, (ii) Customer’s or any Authorized User’s use
of the Service poses a security risk to the Service, Milvian Group, or to any
person or entity, or (iii) Customer or an Authorized User is using the Service
for illegal activities; or (b) in accordance with Section 4.1(c) (any such
suspension described in subclause (a) or (b), a “Service Suspension”). Where
practical, Milvian Group will use commercially reasonable efforts to provide
notice of any Service Suspension to Customer prior to suspension. Milvian Group
will resume providing access to the Service as soon as reasonably possible
after the event giving rise to the Service Suspension ceases or is cured.
Milvian Group will have no liability for any damage, liabilities, losses
(including any loss of data or profits), or any other consequences that
Customer or any Authorized User may incur as a result of
a Service Suspension.
3. Customer Responsibilities
3.1. General. Customer is responsible and liable for all
uses of the Service and Documentation resulting from access provided by
Customer, directly or indirectly, whether such access or use is permitted by or
in violation of the Agreement. Without limiting the generality of the
foregoing, Customer is responsible for all acts and omissions of Authorized
Users, and any act or omission by an Authorized User that would constitute a
breach of the Agreement if taken by Customer will be deemed a breach of the
Agreement by Customer. Customer will use reasonable efforts to make all
Authorized Users aware of the Agreement’s provisions as applicable to
Authorized User’s use of the Service.
3.2. Third-Party Products. Milvian Group may from time to
time make Third-Party Products available to Customer in connection with the
Service. For purposes of the Agreement, such Third-Party Products are subject
to their own terms and conditions and not governed by this Agreement. If
Customer does not agree to abide by the applicable terms for any such
Third-Party Product, then Customer should not access or the Third-Party
Product.
3.3. Equipment. Customer will be solely responsible for
obtaining and maintaining any equipment and ancillary services needed to
connect to, access or otherwise use the Service, including, without limitation,
modems, hardware, servers, software, operating systems, networking, web servers
and the like (collectively, “Equipment”). Customer will be solely responsible
for maintaining the security of all such Equipment.
4. Fees and Payment
4.1. Fees. Customer will pay Milvian Group the fees
(“Fees”) identified in the Order without offset or deduction. Unless otherwise
set forth in the Order, Customer will make all payments in U.S. dollars. Except
for any pro-rata refund of Fees expressly required under the Agreement, all
Fees are non-cancelable and non-refundable.
4.2. Payment. Customer will pay all Fees and other amounts
payable under the Agreement by the method indicated in, and in accordance with
the payment terms indicated in, the Order. If the Order indicates automatic
payment, Customer authorizes Milvian Group or its third-party payment processor
or merchant of record to charge Customer’s payment method automatically, in
advance, either annually or in accordance with any different billing frequency
stated in the applicable Order.
4.3. Late Payment. If Customer fails to make any payment
when due, then without limiting Milvian Group’s other rights and remedies: (a)
Milvian Group may charge interest on the past due amount at the rate of 1.5%
per month, calculated daily and compounded monthly or, if lower, the highest
rate permitted under applicable law; (b) Customer will reimburse Milvian Group
for all reasonable costs incurred by Milvian Group in collecting any late
payments or interest, including attorneys’ fees, court costs, and collection
agency fees; and (c) if such failure continues for 5 or more days following
Customer’s receipt of notice of non-payment, Milvian Group may suspend
Customer’s and its Authorized Users’ access to any portion or all of the
Service until such amounts are paid in full.
4.4. Taxes. All Fees and other amounts payable by Customer
under the Agreement are exclusive of taxes and similar assessments. Customer is
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 Customer hereunder, other
than any taxes imposed on Milvian Group’s income.
4.5. Payment Disputes. Milvian Group will not exercise its
right to suspend provision of the Service as described in Section 4.3 if
Customer has provided Milvian Group written notice of its good faith dispute of
any amount owing under the Agreement and is reasonably cooperating with Milvian
Group to resolve the dispute.
5. Confidentiality and Protection of Customer Data
5.1. Confidential Information. From time to time during the
Term, either party (“Discloser”) may disclose or make available to the other
party (“Recipient”) information about its business affairs, products,
confidential intellectual property, trade secrets, third-party confidential
information, and other sensitive or proprietary information, whether orally or
in written, electronic, or other form or media/in written or electronic form or
media, and whether or not marked, designated, or otherwise identified as
“confidential” (collectively, “Confidential Information”).
5.2. Non-Use and Non-Disclosure.
Except as otherwise authorized in the Agreement, Recipient will not (a)
use Discloser’s Confidential Information; nor (b) disclose Discloser’s
Confidential Information to any third party. In addition, Recipient will
protect Discloser’s Confidential Information using at least the same
protections Recipient uses for its own similar information but no less than a
reasonable standard of care.
5.3. Exclusions. Confidential Information does not
include information that (a) Recipient knew without any obligation of
confidentiality before disclosure by Discloser; (b) is or becomes publicly
known and generally available through no fault of Recipient; (c) Recipient receives
under no obligation of confidentiality from someone else who is authorized to
make the disclosure; or (d) Recipient independently developed without use of or
reference to Discloser’s Confidential Information.
5.4. Required Disclosures. Recipient may disclose
Discloser’s Confidential Information to the extent required by applicable laws
if, unless prohibited by applicable laws, Recipient provides Discloser
reasonable advance notice of the required disclosure and reasonably cooperates,
at Discloser’s expense, with Discloser’s efforts to obtain confidential
treatment for the Confidential Information.
5.5. Permitted Disclosures. Recipient may disclose
Discloser’s Confidential Information to Authorized Users, employees, advisors,
contractors, and representatives who have a need to know the Confidential
Information, but only if the person or entity is bound by confidentiality
obligations at least as protective as those in this Section 5. Recipient
remains responsible for each such person’s or entity’s compliance with the
terms of this Section 5.
5.6. Data Security. Milvian Group will maintain appropriate
administrative, physical, and technical safeguards for protection of the
security, confidentiality, and integrity of Customer Data. Those safeguards
will include, but will not be limited to, measures designed to prevent
unauthorized access to or disclosure of Customer Data.
5.7. Personal Data. If Customer Data constituting Personal
Data will be processed by Milvian Group pursuant to the Agreement, the parties
must enter into a separate data processing addendum
(“DPA”) prior to Customer submitting any such Personal Data to the Service.
5.8. Aggregated Statistics. Notwithstanding anything to the
contrary in the Agreement, Milvian Group may collect and compile Aggregated
Statistics concerning Customer’s use of the Service. As between Milvian Group
and Customer, all right, title, and interest in Aggregated Statistics, and all
intellectual property rights therein, belong to and are retained solely by
Milvian Group. Customer agrees that Milvian Group may: (a) disclose Aggregated
Statistics and make Aggregated Statistics publicly available, provided, that
such Aggregated Statistics will not identify Customer or any person (including
without limitation any Authorized User) and will not include any Customer
Confidential Information; and (b) use Aggregated Statistics internally to the
extent and in the manner permitted under applicable law.
6. Intellectual Property Ownership; Feedback
6.1. Milvian Group IP. Customer acknowledges that, as
between Customer and Milvian Group, Milvian Group owns and will retain all
right, title, and interest, including without limitation all intellectual
property rights, in and to all Milvian Group IP.
6.2. Customer Data. Milvian Group acknowledges that, as
between Milvian Group and Customer, Customer owns and will retain all right,
title, and interest, including without limitation all intellectual property
rights, in and to the Customer Data. Customer grants to Milvian Group a
non-exclusive, royalty-free, worldwide license to reproduce, distribute, and
otherwise use and display the Customer Data and perform all acts with respect
to the Customer Data as necessary for Milvian Group to provide the Service to
Customer and as permitted by the Agreement.
6.3. Feedback. If Customer or any of its Authorized Users
transmits any communications or materials to Milvian Group suggesting or
recommending changes to the Milvian Group IP, including without limitation new
features or functionality relating thereto, or any comments, suggestions, or
the like (collectively, “Feedback”), Milvian Group is free to use such Feedback
without any attribution or compensation to any party, for any lawful purpose
whatsoever.
7. Warranties and
Warranty Disclaimer
7.1. Mutual Warranties. Each party represents and warrants
to the other that: (a) it has the legal power and requisite authority to enter
into the Agreement; (b) it is duly organized, validly existing, and in good
standing under the applicable laws of the jurisdiction of its origin; (c) it
will comply with all applicable laws in performing its obligations or
exercising its rights under the Agreement.
7.2. Customer Warranties. Customer represents and warrants
that it, all Authorized Users, and anyone submitting Customer Data to the
Service each have and will continue to have during the applicable Subscription
Term all rights necessary to submit or make available Customer Data to the
Service and to allow the use of Customer Data by Milvian Group as described in
the Agreement.
7.3. Milvian Group Warranties. Milvian Group warrants that
it will not materially reduce the features and functionality of the Service
during the Subscription Term.
7.4. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET
FORTH IN THIS SECTION 7, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MILVIAN GROUP SPECIFICALLY DISCLAIMS
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR
TRADE PRACTICE. MILVIAN GROUP MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM USE OF THE SERVICE, OR THAT THE SERVICE WILL OPERATE WITHOUT
INTERRUPTION, OR BE SECURE, FREE OF HARMFUL CODE, ACCURATE, COMPLETE, OR ERROR
FREE. MILVIAN GROUP EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY
THIRD-PARTY PRODUCTS.
8. Indemnification
8.1. By Milvian Group. Milvian Group will defend
Customer and its officers, directors, employees, and agents (“Customer
Indemnitees”) from and against all actions, proceedings, or claims brought or
made by a third party (each a “Claim”) based upon or alleging that the Service
infringes or misappropriates the intellectual property rights of such third
party, and will indemnify and hold harmless Customer Indemnitees from and
against all out-of-pocket damages, awards, settlements, costs, and expenses,
including reasonable attorneys’ fees and other legal expenses that arise from
such Claims.
8.2. By Customer. Customer will defend Milvian Group
and its officers, directors, employees, and agents (“Milvian Group
Indemnitees”) from and against all Claims based upon or alleging that any
Customer Data infringes or misappropriates the intellectual property rights of
such third party, and will indemnify and hold harmless Milvian Group
Indemnitees from and against all out-of-pocket damages, awards, settlements,
costs, and expenses, including reasonable attorneys’ fees and other legal
expenses that arise from such Claims.
8.3. Procedure. The indemnifying party’s obligations in
this section are contingent upon the applicable indemnitee: (a) promptly
notifying the indemnifying party of each Claim for which it seeks protection;
(b) providing reasonable assistance to the indemnifying party at the
indemnifying party’s expense; and (c) giving the indemnifying party sole
control over the defense and settlement of each Claim. An indemnitee may
participate in the defense of any Claim for which it seeks protection with its
own attorneys only at its own expense. The indemnifying party may not agree to
any settlement of a Claim that contains an admission of fault or otherwise
materially and adversely impacts an indemnitee without the prior written
consent of the indemnitee.
8.4. Changes to Service. If required by settlement or court
order, or if deemed reasonably necessary in response to a Claim against a
Customer Indemnitee, Milvian Group may at no cost to Customer: (a) obtain the
right for Customer to continue using the Service; (b) replace or modify the
affected component of the Service without materially reducing the general
functionality of the Service; or (c) if neither (a) nor (b) are reasonable,
terminate the affected Order and issue a pro-rata refund of prepaid Fees
applicable to the remainder of the Subscription Term following termination.
8.5. Exclusions.
8.5.1. Milvian Group’s obligations as an indemnifying party under
this Section 8 will not apply to Claims that result from: (a) modifications to
the Service that were not authorized by Milvian Group or that were made in
compliance with Customer’s instructions; (b) unauthorized use of the Service,
including use in violation of the Agreement; or (c) use of the Service in
combination with items not provided by Milvian Group.
8.5.2. Customer’s obligations as an indemnifying party will not
apply to Claims that result from Milvian Group’s unauthorized use of Customer
Data, including without limitation use in violation of the Agreement.
8.6. Exclusive Remedy. This Section 8, together with
any termination rights set forth in the Agreement, describes each indemnitee’s
exclusive remedy and each indemnifying party’s entire liability for a Claim
described in this Section 8.
9. Limitations of
Liability
9.1. Damages Waiver. UNDER NO CIRCUMSTANCES WILL
EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUES (WHETHER
DIRECT OR INDIRECT), OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY,
PUNITIVE, OR INCIDENTAL DAMAGES RELATING TO THIS AGREEMENT, EVEN IF THE PARTY
IS INFORMED OF THE POSSIBILITY OF THIS TYPE OF DAMAGE IN ADVANCE.
9.2. Liability Cap. EXCEPT AS PROVIDED IN SECTION 9.4, EACH
PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO
THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO MILVIAN GROUP FOR
THE SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE
RISE TO THE LIABILITY.
9.3. Applicability. THE WAIVERS AND LIMITATIONS
CONTAINED IN SECTIONS 9.1 AND 9.2 APPLY TO ALL LIABILITY, WHETHER IN TORT
(INCLUDING NEGLIGENCE), CONTRACT, BREACH OF STATUTORY DUTY, OR OTHERWISE.
9.4. Exceptions.
9.4.1. THE LIABILITY CAP IN SECTION 9.2 DOES NOT APPLY TO
LIABILITY ARISING FROM (A) A PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITYAND
PROTECTION OF CUSTOMER DATA), (B) A PARTY’S OBLIGATIONS UNDER SECTION 8
(INDEMNIFICATION), OR (C) A PARTY’S BREACH OF APPLICABLE LAW (COLLECTIVELY,
“INCREASED CLAIMS”). EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL INCREASED
CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THREE TIMES
(3X) THE FEES PAID BY CUSTOMER TO MILVIAN GROUP FOR THE SERVICE UNDER THIS
AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
9.4.2. NOTHING IN THIS AGREEMENT WILL LIMIT, EXCLUDE, OR RESTRICT
A PARTY'S LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS.
10. Term and Termination
10.1. Term of Agreement. This Agreement becomes effective
on the Effective Date and will continue until all Orders executed under the
Agreement have terminated or expired.
10.2. Term of Orders. Each Order becomes effective on the
Trial Term Start Date or, if no Trial Term is indicated in the Order, then on
the Initial Subscription Term Start Date, and will continue until terminated or
expired.
10.3. Continuation after Trial Term; Automatic Renewal. At
the end of the Trial Term (if applicable), the Order will automatically
continue in effect for the Initial Subscription Term unless either party gives
notice of termination to the other party prior to the end of the Trial Term. At
the end of the Initial Subscription Term and any Renewal Term, the Order will
automatically renew for successive periods (each a “Renewal Term”) unless a
party gives notice of non-renewal to the other party at least 3 days prior to
the end of the then-current Term. The Initial Subscription Term and all Renewal
Terms, if any, constitute the “Subscription Term”
10.4. Termination.
10.4.1. During Trial Term. Either party may terminate an
Order and the Agreement at any time during a Trial Term effective upon notice
to the other party.
10.4.2. During Subscription Term. Either party may
terminate an Order or the Agreement at any time during the Subscription Term of
the Order effective upon notice to the other party: (a) if the other party
breaches any material provision of the Agreement or the Order and fails to cure
the breach within 30 days following its receipt of notice of breach; (b) if the
other party breaches any material provision of the Agreement or the Order that
is incapable of cure; or (c) if the other party (i)
dissolves or stops conducting business without a successor, (ii) makes an
assignment for the benefit of creditors, or (iii) becomes the debtor in
insolvency, receivership, or bankruptcy proceedings that continue for more than
60 days.
10.5. Effect of Termination. Termination of the Agreement
will automatically terminate all Orders governed by the Agreement. Termination
of one Order will not terminate any other Order. Upon expiration or termination
of an Order, Customer’s right to access and use the applicable Service and
Documentation will terminate at the end of the current Subscription Term.
10.6. Survival. All sections of the Agreement which by
their nature should survive expiration or termination will survive expiration
or termination, including, without limitation, accrued rights to payment,
confidentiality obligations, warranty disclaimers, and limitations of
liability.
11. Free Trials
11.1. If the Order provides for a Trial at no cost, Milvian Group
will make the applicable Service available to Customer on a trial basis free of
charge until the earlier of (a) the end of the Trial Term, or (b) the date on
which either party terminates the Order applicable to the Trial.
11.2. NOTWITHSTANDING SECTION 7 (WARRANTIES AND WARRANTY
DISCLAIMER), AND SECTION 8 (INDEMNIFICATION), DURING ANY NO-COST TRIAL TERM,
THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES OF ANY KIND AND MILVIAN
GROUP SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH
RESPECT TO THE SERVICE, EXCEPT TO THE EXTENT ANY EXCLUSION OF LIABILITY IS NOT
ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE MILVIAN GROUP’S LIABILITY WITH
RESPECT TO THE SERVICE PROVIDED DURING THE NO-COST TRIAL TERM SHALL NOT EXCEED
$100.00.
12. General Terms
12.1. Independent Contractors. The parties are
independent contractors, not agents, partners, or joint venturers. Neither
party is authorized to bind the other to any liability or obligation.
12.2. Notices. Any notice, request, or approval about the
Agreement must be in writing and sent to the Notice Address. Notices will be
deemed given (a) upon confirmed delivery if by email, registered or certified
mail, or personal delivery; or (b) two days after mailing if by overnight commercial
delivery.
12.3. Force Majeure. In no event will either Party be
liable to the other Party, or be deemed to have breached the Agreement, for any
failure or delay in performing its obligations under the Agreement (except for
any obligations to make payments), if and to the extent such failure or delay
is caused by any circumstances beyond such Party’s reasonable control. Either
party may terminate the Agreement and any Order by notice to the other party if
any such event causes a failure or delay in performance by the other party that
continues for 30 days or more.
12.4. Amendment and Modification; Waiver. Any waiver,
modification, or change to the Agreement must be in writing and signed or
electronically accepted by each party. If any term of the Agreement is
determined to be invalid or unenforceable by a relevant court or governing
body, the remaining terms of the Agreement will remain in full force and
effect. The failure of a party to enforce a term or to exercise an option or
right in the Agreement will not constitute a waiver by that party of the term,
option, or right.
12.5. Severability. If any provision of the Agreement is
invalid, illegal, or unenforceable in any jurisdiction, such invalidity,
illegality, or unenforceability will not affect any other term or provision of
the Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction.
12.6. Governing Law; Submission to Jurisdiction. This
Agreement is governed by and construed in accordance with the internal laws of
the State of Washington without giving effect to any choice or conflict of law
provision or rule that would require or permit the application of the laws of
any other jurisdiction. Any suit, action, or proceeding arising out of or related
to the Agreement will be instituted exclusively]in the federal courts of the
United States or the courts of the State of Washington, in each case located in
King County, Washington, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action, or proceeding.
12.7. Assignment. Neither party may assign any rights or
obligations under the Agreement without the prior written consent of the other
party. However, either party may assign the Agreement upon notice if the
assigning party undergoes a merger, change of control, reorganization, or sale
of all or substantially all its equity, business, or assets to which the
Agreement relates. Any attempted but non-permitted assignment is void. This
Agreement will be binding upon and inure to the benefit of the parties and
their permitted successors and assigns.
12.8. Export Regulation. Customer will comply with all
applicable federal laws, regulations, and 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
the Service or any Customer Data outside the United States.
12.9. U.S. Government Rights. Each of the Documentation and
the software components that constitute the Service is a “commercial product”
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 Customer is an agency of
the U.S. Government or any contractor therefor, Customer only receives those
rights with respect to the Service and Documentation as are 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 US Government users and their
contractors.
12.10. Equitable Relief. Despite Section 12.6, a breach of
Section 5 (Confidentiality and Protection of Customer Data) or the violation of
a party’s intellectual property rights may cause irreparable harm for which
monetary damages cannot adequately compensate. As a result, upon the actual or
threatened breach of Section 5 (Confidentiality and Protection of Customer
Data) or violation of a party’s intellectual property rights, the non-breaching
or non-violating party may seek appropriate equitable relief, including an
injunction, in any court of competent jurisdiction without the need to post a
bond and without limiting its other rights or remedies.
12.11. Anti-Bribery. Neither party will take any
action that would be a violation of any applicable laws that prohibit the
offering, giving, promising to offer or give, or receiving, directly or
indirectly, money or anything of value to any third party to assist Milvian
Group or Customer in retaining or obtaining business.
12.12. Entire Agreement. This Agreement, together with any
other documents incorporated herein by reference and all related Exhibits,
constitutes the sole and entire agreement of the parties with respect to the
subject matter of the Agreement and supersedes all prior and contemporaneous
understandings or agreements, written and oral, with respect to such subject
matter. Milvian Group expressly rejects any terms included in a Customer purchase order or similar document, which may only
be used for accounting or administrative purposes. In the event of any
inconsistency between the statements made in the body of the Agreement, the
related Exhibits, and any other documents incorporated herein by reference, the
following order of precedence governs: (a) first, the Agreement, excluding its
Exhibits; (b) second, the Exhibits to the Agreement as of the Effective Date;
and (c) third, any other documents incorporated herein by reference.
12.13. Counterparts. This Agreement may be executed in
counterparts, including by electronic copies or acceptance mechanism, each of
which is deemed an original, but all of which together are deemed to be one and
the same agreement.
CONTACT US
If you have any questions regarding
your MilvianAI Subscription or your Order, please
contact us using the information below.
Milvian Group, Ltd.
500 108th Ave NE Suite 1100
Bellevue, WA 98004