Mobl21 Subscription Services Agreement
This Online Subscription Services Agreement is entered into between You as a customer and Emantras Inc. This agreement consists of: (1) the below terms and conditions; (2) the Online Subscription Services Use Rights and SLA's applicable to Online Subscription Services licensed under this agreement; and (3) the pricing and payment terms available via the specific Online Subscription Services Customer Portal. This agreement is effective on the date Emantras provides You the customer with the Order confirmation for the first Order under this agreement. This online subscription services to the software provided to the Customer by Emantras works on the principle of software as a service model. Emantras may provide provide application programming interfaces (API) that expose the applications data and functionality to developers for use in creating composite applications. Emantras may also provide tools that allow customers to modify the data scheme, work-flow, and other aspects of the application's operation for their use.
Terms and Conditions
"Affiliate" means any legal entity that a party owns, that owns a party, or that is under its common ownership.
"Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.
"Client Software" means software provided to Customer related to the Online Service.
"Committed Offering" means the offer for Online Services as described below in Section 2.
"Customer" means the entity that has entered into this agreement and/or includes the User accessing the said Online Subscription Services irrespective of the category /status that a user/ Customer had subscribed to.
"License" means the rights granted by Emantras to Customer to copy, install, use, access, display, run and/or otherwise interact with the Online Service and/or Client Software, as applicable.
"Emantras" means Emantras Inc., head-quartered at No.41350, Christy Street, Fremont, CA 94538, USA.
"Emantras Online Subscription Services Customer Portal" means http://www.mobl21.com or such alternate website Emantras identifies.
"Online Subscription Service" means the online service available under this agreement, as offered on the Portal designed by Emantras.
"Online Subscription Services Use Rights" means the use rights for Emantras as in this agreement and/or as additionally mentioned at alternate site that Emantras informs to you.
"Order" means an order for availing the Online Subscription Services of Emantras vide the Portal. An Order may include multiple Subscriptions to Online Services.
"SLAs" means service level agreements representing commitments Emantras makes with regard to individual Online Services. SLAs for each Online Service can be accessed via the Online Services Use Rights.
"Subscription" means the part of the Order identifying the specific Online Service being ordered and may include the quantity, type, ship-to address of any specific material or merchandise, or other information.
"Term" means the duration of a Subscription.
2. License grant what you as a Customer is licensed to use.
General . Emantras grants the Customer a license for the subscription period chosen by the Customer a nonexclusive, nontransferable, non-perpetual license to use the Online Subscription Services and the printed and/or electronic user documentation accompanying the Software in accordance with this Agreement. If the Customer has paid the license fee for a single user account license, this Agreement permits you (the Customer) to access the Online Subscription Services as a single user with a Live ID on any single computer at any point of time. If you have subscribed to vide a multiple user network licenses for the Emantras Online Subscription Services i.e. through the Educator's account license or Publisher's account license, then at any time you may have as many user login Live ID's as subscribed for. The ability to use Online Subscription Services here may be affected by minimum system requirements or other factors. Emantras reserves all rights not expressly granted.
The Customer understands that the free trial period of thirty (30) days upon expiry would entail determination of the support and the trial period License granted by Emantras to the Customer for the Online Subscription Services and/or Client Software if any subscribed to by the Customer. Any support beyond the initial free trial period is subject to the Customer's obligation to pay for claiming any rights described in this agreement, which details the Online Subscription Services Use Rights. This License is non-exclusive, non-perpetual, and is not transferable.
Client Software. In some cases, Customer may need to install Client Software to access and use the Online Service. Rights and restrictions for the Client Software are described in the Online Subscription Services Use Rights. Customer may make copies of the Client Software solely to support the applicable Online Service for its users and as permitted by the Online Subscription Services Use Rights. Copies must be true and complete copies (including copyright and trademark notices) and be made from a Emantras approved media or a network source. Customer may use a third party to make and install these copies, but Customer agrees that it will be responsible for that third party's actions. Customer agrees to use reasonable efforts to make its employees, agents and other individuals that it allows to use the Client Software aware that it is licensed from Emantras and subject to the terms of this agreement.
Limitations on use . Customer shall not reverse engineer, decompile or disassemble, modify any Online Subscription Service or Client Software, except where applicable law permits it despite this limitation. Customer shall not rent, lease, sub-license, lend, resell, or host to or for third parties any Online Subscription Service or Client Software, except as expressly permitted for a given purpose Service in the Online Subscription Services Use Rights. Also u nless otherwise provided herein, the Customer is not allowed to rent, lease, or sub-license the Online Subscription Service or Client Software. The Customer may not modify the Client Software or create derivative works based upon the same. The Customer is expressly prohibited from exporting the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder. The Customer shall not use the Online Subscription Services software or Client Software to develop any application having the same primary function as that of the Online Subscription Services and/or Client Software.
Online Service Offerings . Emantras provides multiple options to obtain Online Subscription Services, which can generally be categorized as follows:
Committed Offerings : Customer commits in advance to purchase a specific quantity of Online Subscription Services for use during a Term. Customer pays for the Online Subscription Services on a periodic basis during the Term in advance. The customer pays a flat fee per seat for a particular time period, such as a month or a quarter, and is allowed unlimited use of the service during that period.
The Emantras Online Subscription Services Customer Portal provides the above available options for each Online Service.
Integration. Depending on the services subscribed by you (Customer) Emantras allows the Customer to only upload its content with the hosted application herein with specific applications as detailed in the Online Subscription Services Customer Portal. In such process of integration Emantras will allow the Customer only to upload content on the specified server. Emantras however in no event shall be held liable or responsible for any issues relating to the content including any data loss, security or distortion to the contents so uploaded. Further the Customer agrees that the content so uploaded shall not violate any third party Intellectual Property Rights including those of Emantras. The Customer also agrees that the content uploaded shall conform to the Offensive Material Policy of Emantras (as displayed in this website). Emantras in its discretion is at liberty to censor, remove, alter any uploaded content that is objected to by the other users and violative of the Offensive Material Policy. Emantras clarifies that it does not allow the Customer to integrate the software herein with its (Cusotmer/s) software or that of any other third party software. The Customer agrees to fully indemnify and hereby indemnifies Emantras and its affiliates in the event of any third party action against Emantras and/or its affiliates in this regard.
The Customer/ User further agrees that the content uploaded herein shall not be in violation of the Offensive Material Policy as detailed in the Online Subscription Service Portal of Emantras and/or the intellectual property of any third party. In the event of it being brought to the notice of Emantras that the content so uploaded is in contra (in violation or against the spirit) with the Offensive Material Policy Emantras reserves the right to immediately block such content and shall notify the Customer of the same accordingly. Emantras also reserves the right to initiate such action against the Customer in such event including suspension of the Online Subscription Service and/or Client Software until resolution of the issues therein. The Customer/ User agrees to once again fully indemnify and hereby indemnifies Emantras and its affiliates in the event of any third party action against Emantras and/or its affiliates.
Upgrades. If this copy of the Client Software or the Online Subscription Service here is an upgrade from an earlier version of the same, it is provided to the customer on a license exchange basis. The Customer agrees by the instant online subscription and use of such copy of the same to voluntarily terminate any earlier license terms and that you will not continue to use the earlier version of the software or transfer it to another person or entity. Consequent to an upgrade the Customer agrees to be bound by the terms of the license prevailing on the said date of subscribing to an upgrade. In the event of the Customer preferring to revert to an earlier version of the software thirty (30) days after subscribing to an upgrade they would continue to be bound by the terms of the existing licensing terms and conditions of usage and not as previously agreed to.
3. Ordering, Pricing, Payments, Renewals, and Taxes.
Ordering. Customer shall place an Order for each Subscription for an Online Service via the Emantras Online Subscription Services Customer Portal. Customer must activate the Online Subscription Services prior to use.
For Committed Offerings, Customer may increase, but not decrease, the quantity of Online Subscription Services for each Subscription. Any Online Subscription Services added to a Subscription will expire at the end of the Term. Each Subscription shall be for a defined Term (e.g., 30 days or 12 months).
Customer may place Orders for its Affiliates under this agreement and grant its Affiliates administrative rights to manage their Online Subscription Services. Affiliates may not place Orders under this agreement. To the extent Customer grants any rights to Affiliates, such Affiliates shall be bound by the terms and conditions of this agreement, the Online Subscription Services Use Rights and any other applicable documentation. Customer agrees that it is jointly and severally liable for any Online Subscription Services purchased for or other actions taken by any of its Affiliates or any third party to which it provides rights under this agreement.
Prices and Invoices. Pricing and payment terms for Online Subscription Services and Client Software are available via the Emantras Online Subscription Services Customer Portal. Payments are due and must be paid in accordance with Customer's selection of available payment options for each Online Service on the Emantras Online Subscription Services Customer Portal. Customer consents to the electronic transmittal of the Emantras sales invoice to Customer. Customer agrees that once consent is concluded across the point of sale vide the acceptance herein i.e. 'Accept' the same is final and that in no event for any reason shall Emantras be obliged to refund any monies in full or part thereto.
For Committed Offerings, the price level may be based on Customer's aggregate purchase of a given Online Service Subscription. Customer's price level may be adjusted if the size of the Subscription is increased during the Term and Customer qualifies for a different price level. Price level changes are not retroactive. Any resulting change in the payment due for that Subscription will be pro-rated. Prices for each price level are fixed at the time the Subscription is first placed and shall apply throughout the Term. Prices and price levels are subject to change at the beginning of any Subscription renewal.
For Committed Offerings, Customer may choose to have a Subscription (1) automatically renew upon the expiration of the Term, or (2) not renew at the conclusion of the Term. Customer can change this selection during the Term using the Emantras Online Subscription Services Customer Portal. If Customer elects to have the Subscription automatically renew, Emantras will provide Customer with written notice of the automatic renewal prior to the expiration of the Term. If Customer elects to automatically renew a Subscription, the quantity of Online Subscription Services for each Subscription, including any quantities added during the Term, are automatically renewed.
New agreement. Prior to placing new Orders, renewing any Subscriptions, or further use of the Online Subscription Services, and upon notice, Emantras may require that Customer enter into an updated agreement to govern Orders, renewal Subscriptions, or usage from that date forward.
Taxes. The prices and rate plans do not include any taxes. Customer is responsible for any taxes it is legally obligated to pay including, but not limited to, paying Emantras any applicable value added, sales or use taxes or like taxes that are permitted to be collected from Customer by Emantras under applicable law. If any taxes are required by law to be withheld on payments made by Customer to Emantras, Customer may deduct such taxes from the amount owed Emantras and pay them to the appropriate taxing authority; provided, however, that Customer shall promptly secure and deliver to Emantras an official receipt for any such taxes withheld or other documents necessary to enable Emantras to claim a Foreign Tax Credit. Customer will make certain that any taxes withheld are minimized to the extent possible under applicable law.
4. Term, Suspension, Cancellation & Termination.
Agreement term and termination. This agreement will remain in effect unless it is terminated by either party in writing with thirty (30) days prior written notice and subject to the terms of this Section. For Committed Offerings, termination will merely terminate the right to renew Subscriptions under an existing Order or place new Orders for additional Online Subscription Services under this agreement. Termination will not affect any Subscription not otherwise cancelled or terminated and this agreement shall remain in effect for such Subscription for the remainder of the Term.
Cancellation of a Subscription by Customer. Customer must contact Emantras customer service (see contact information on the Emantras Online Subscription Services Customer Portal) to begin the cancellation process. Customer may cancel a Subscription as follows:
For Committed Offerings, if Customer cancels a Subscription within thirty (30) days of the date on which the Order was submitted, Customer shall be relieved from any obligation to make payments for the remainder of the Subscription with the exception that Customer must pay for the initial 30 days of the Subscription. If Customer chooses to terminate a Subscription after the initial 30-day cancellation period but before the end of the initial Term, Customer must pay for the remainder of the Term.
After the initial Term, renewed Subscriptions if sought to be cancelled the same must be done at least thirty (30) days before the monthly anniversary of the Order submittal. Customer must pay amounts due for the Subscription until the Subscription termination is effective.
Notwithstanding the foregoing, Customer may cancel the Online Subscription Services within 30 days of the initial Term and within 30 days of the beginning of any renewal Term. If Customer cancels within the initial 30 day cancellation period, Customer will pay for only the initial 30 day period. If Customer chooses to cancel a Subscription after the initial 30 days of any Term, Customer must pay for the full Term.
In the event the Customer shall be in default in the performance of any material obligations under this Agreement, and if the default has not been remedied within sixty (60) days after the date of notice in writing of such default, Emantras may terminate this Agreement by written notice. In the event of termination, the Customer agrees to: (i)permanently destroy or disable all copies of the Client Software and derivative works thereof in tangible or electronic form that are in the Customer's possession or control unless specifically permitted in writing; and (iii) provide Emantrs with a written statement certifying that the Customer has complied with the foregoing obligations. All rights and licenses granted to Customer shall terminate upon such termination.
Emantras and Customer shall treat the terms and conditions of this agreement as confidential and shall not disclose them to any third party except in the furtherance of the parties business relationship with each other.
6. Warranties, Disclaimers.
Limited warranty. Emantras warrants that the Online Subscription Services and Client Software will conform substantially to the description of them contained in the applicable Emantras user documentation. No oral or written information or advice given by Emantras, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of ANY warranty PROVIDED HEREIN. This limited warranty is subject to the following limitations:
applies only during the Term, including any renewals ("Warranty Period");
any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last only during the Warranty Period;
does not cover problems caused by accident, abuse or use of the Online Subscription Services in a manner inconsistent with this agreement or the Online Subscription Services Use Rights, or resulting from events beyond Emantras's reasonable control;
does not apply to problems caused by the failure to meet minimum system requirements; and
does not apply to downtime or other interruption in access to the Online Subscription Services, or any other performance metrics that are addressed in an applicable SLA.
Remedies for breach of limited warranty. If Customer notifies Emantras within the Warranty Period that an Online Service does not meet the limited warranty, then Emantras will, at its option, either: (1) return the amount paid for the Online Subscription Service during the (a) Term or (b) 12 months prior to delivery of notice to Emantras, whichever is less, or (2) update such Online Service to make it conform. These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law.
NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON THE CUSTOMER UNLESS EXPRESSLY GRANTED HEREIN. The Online Subscription Services and/or Client Software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. Emantras specifically disclaims any express or implied warranty of fitness for such purposes.
DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, EMANTRAS PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES. EMANTRAS DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE ONLINE SUBSCRIPTION SERVICES AND/OR CLIENT SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF SUBSCRIPTION BEING IN FORCE. SOME STATES (IN THE U.S.A.) DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THOSE CUSTOMERS. THIS WARRANTY GIVES THE CUSTOMERS SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
7. Defense of infringement and misappropriation claims.
Agreement to protect. Emantras will defend Customer against any claims made by an unaffiliated third party that any Online Subscription Service or Client Software infringes that party's patent, copyright or trademark or makes intentional unlawful use of its trade secret or undisclosed information. Emantras will also pay the amount of any resulting adverse final judgment (or settlement to which Emantras consents). This Section provides Customer's exclusive remedy for these claims. The term "undisclosed information" is as defined in Article 39.2 of the TRIPs agreement. Further Emantras is not liable or responsible to the veracity and/or ownership of the intellectual property in any content that the Customer/ user uploads /integrates while availing the online subscription service.
What Customer must do in such an event as in above? Customer must notify Emantras promptly in writing of the claim and give Emantras sole control over its defense or settlement. Customer must also provide Emantras with reasonable assistance in defending the claim. Emantras will reimburse Customer for reasonable out of pocket expenses that it incurs in providing that assistance.
Limitations on defense obligation. Emantras obligations will not apply to the extent that the claim or award is based on:
Customer's use of the Online Subscription Service or Client Software after Emantras notifies it to discontinue its use due to a third party claim;
Customer's combination of the Online Subscription Service or any related Client Software with a non-Emantras product, data or business process;
damages attributable to the value of the use of a non-Emantras product, data or business process;
Customer's use of Emantras trademark(s) without express written consent to do so; or
any trade secret or undisclosed information claim, where Customer acquires the trade secret or undisclosed information: (1) through improper means; (2) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (3) from a person (other than Emantras) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret or undisclosed information;
Any uploaded content by the Customer/ User.
Customer expressly agrees to reimburse Emantras for any costs or damages that result from any of the above actions.
Specific rights and remedies in case of infringement.
Emantras rights in addressing possible infringement(intellectual property). If Emantras receives information concerning an infringement claim related to an Online Subscription Service or Client Software, Emantras may, at its expense and without obligation to do so: (1) procure for Customer the right to continue to use the allegedly infringing Online Service and/or Client Software, (2) modify the Online Subscription Service and/or Client Software, or (3) replace the Online Subscription Service and/or Client Software with a functional equivalent, to make it non-infringing, in which case Customer will immediately stop using the allegedly infringing Online Service and/or Client Software after receiving notice from Emantras.
Customer's specific remedy in case of injunction. If, as a result of an infringement claim, Customer's use of the Online Service or Client Software is enjoined by a court of competent jurisdiction, Emantras will, at its option, either: (1) procure the right to continue its use; (2) replace it with a functional equivalent; (3) modify it to make it non-infringing; or (4) terminate the License for the infringing Online Service and/or related Client Software and refund any amounts paid in advance by Customer for unused Online Subscription Services.
8. Limitation of liability.
Except as otherwise provided in this Section, to the extent permitted by applicable law, the liability of Emantras and of Emantras's contractors to Customer arising under this agreement is limited to direct damages only. And it further mutually agreed that in no event shall the same exceed the amount/s paid by the Customer to Emantras for the Online Subscription Service and/or Client Software giving rise to that liability during the: (1) Term or (2) twelve (12) months prior to the filing of the claim, whichever is less. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
Emantras's obligations under the Section titled "Defense of infringement and misappropriation claims";
liability for damages awarded by a court of final adjudication for Emantras's or its employees' or agents' recklessness;
liabilities arising out of any breach by Emantras of its obligations under the Section entitled "Confidentiality"; or
liability for personal injury or death caused by Emantras's negligence or that of its employees or agents or for fraudulent misrepresentation.
EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS OR OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.
EMANTRAS TOTAL LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID FOR THE ONLINE SUBSCRIPTION SERVICES AND/OR CLIENT SOFTWARE THAT CAUSED SUCH DAMAGE. SOME STATES (IN THE U.S.A.) DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO SUCH CUSTOMERS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
9. Verifying compliance.
During the Term of any Subscription and for three (3) years thereafter, Customer must keep all usual and proper records relating to the Subscription(s) and Customer's use of the Online Subscription Services and/or Client Software under this agreement. Emantras may request that Customer conduct an internal audit of all Online Subscription Services in use throughout Customer's organization, comparing the number of Licenses in use to the number of Licenses issued to and/or paid for by Customer. By requesting an audit, Emantras does not waive its rights to enforce this agreement or to protect Emantras intellectual property by any other means permitted by law.
If verification or self-audit reveals any unlicensed use, Customer must promptly order sufficient Licenses to cover its past and present use. If material unlicensed use is found, Customer must reimburse Emantras for the costs Emantras has incurred in verification and acquire the necessary additional Licenses at single retail license cost within 30 days.
Notices to Emantras. Notices, authorizations, and requests in connection with this agreement must be sent by regular or overnight mail, or express courier, to the addresses listed below. Notices will be treated as delivered on the date shown on the return receipt. Termination of the agreement, a Subscription, or cancellation of a Subscription should be via the Emantras customer service contact identified on the Emantras Online Subscription Services Customer Portal. Notices should be sent to:
#41350 Christy Street,
Fremont, CA 94538
Assignment. Customer may not assign this agreement. Emantras may assign this agreement to its Affiliates. In the event of a change of ownership of the Customer entity or substantial change in the corporate structure of the Customer then it is incumbent of the party to notify Emantras and accept such confirmation agreement as requested by Emantras. In the absence of an acceptance to the satisfaction of Emantras within ninety (90) days of such event or change, Emantras may suspend the Online Subscription Service and/or Client Software for the remaining term of this agreement.
Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
Applicable law. This agreement is governed by the internal laws of the Commonwealth of California, without giving effect to principles of conflict of laws. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this agreement. The Online Subscription Services and/or Client Software are protected by copyright and other intellectual property rights laws and international treaties.
Dispute resolution. If Emantras brings an action to enforce this agreement, Emantras will bring it in the jurisdiction most suitable for enforcement of the same. If the Customer brings an action to enforce this agreement (including any other agreement incorporating these terms), Customer agrees to bring it in California, U.S.A. only. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Emantras software or services.
Entire agreement. This agreement, the Online Subscription Services Use Rights, any SLAs, and the pricing and payment terms available via the Emantras Online Subscription Services Customer Portal constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. No Emantras representative, distributor, dealer, agent or employee is authorized to make any amendment to this agreement.
Survival. Provisions regarding fees, Online Subscription Services Use Rights, restrictions on use, transfer of licenses, export restrictions, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, obligations on termination and the provisions in this Section entitled "Miscellaneous" will survive termination of this agreement.
No transfer of ownership. Emantras does not transfer any ownership rights in any software or service. Emantras reserves all rights not specifically granted. Emantras software is protected by copyright and other intellectual property rights laws and international treaties.
Basis of Bargain. The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between Emantras and the Customer i.e. you. Without such limitations Emantras would not be able to provide the Software on an economic basis. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of Emantras's licensors.
Customer's right to privacy. Customer's right to privacy for Online Service availed are as per the respective laws therein.
Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Subscription Services). This Section will not, however, apply to Customer's payment obligations under this agreement.
Natural disaster. In the event of a natural disaster, Emantras may post information or provide additional assistance or rights on Emantras Online Subscription Services Customer Portal.
Live ID. Customer agrees that it is responsible for protecting the confidentiality of any Emantras Live IDs associated with this agreement.
U.S. export jurisdiction. The Online Subscription Services and Client Software are subject to U.S. export jurisdiction. Customer must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
Waiver of right to void online purchases. To the maximum extent permitted by applicable law, Customer waives its rights to void purchases under this agreement pursuant to any law governing distance selling or electronic or online agreements, as well as any right or obligation regarding prior information, subsequent confirmation, rights of withdrawal, or cooling-off periods.