These Ribbiot Master Terms (“Terms”) set forth the legal terms and conditions under which Ribbiot Inc. (“Ribbiot”) provides its products and services to the customer entity (“Customer”) identified in an applicable Order Form, Statement of Work, or other similar agreement (collectively, “Order Form”). These Terms, along with each executed Order Form that references them, form a binding agreement (“Agreement”) between Ribbiot and the Customer.
By indicating acknowledgment of these Terms through Ribbiot’s website, or by executing an Order Form or similar agreement referencing these Terms, the individual accepting on behalf of the Customer expressly affirms that they are duly authorized to bind the Customer and its affiliates to this Agreement. Such acknowledgment creates a legally binding contract between the Customer and Ribbiot, and the individual taking this action represents and warrants their authority to accept these Terms on behalf of the Customer and its affiliates.
If you, as the individual acknowledging these Terms, do not have the authority to legally bind the entity you represent, you must not accept these Terms on the entity’s behalf. Any unauthorized acceptance of these Terms shall be deemed void, and you shall be responsible for any resulting misrepresentation or unauthorized commitments.
By clicking to acknowledge, you confirm your understanding that these Terms, together with any applicable Order Form, govern and define Ribbiot’s service commitments, limitations, and terms of use for the Customer.
Provides clear meanings for key terms used throughout the Agreement to ensure consistent interpretation by all parties. Examples include “Authorized Users” (those permitted to use Ribbiot’s services), “Deliverables” (all software, hardware, or documentation provided under the Agreement), and “Order Form” (the document describing services and pricing).
"Authorized Users" shall mean Customer's employees and independent contractors working for Customer in the ordinary course of Customer's business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Customer to access the Software and/or Services and who, upon Ribbiot’s request, Customer identifies in a form acceptable to Ribbiot in Ribbiot’s sole discretion.
"Customer Materials" means all materials and information, including documents, data, specifications, software, content, and technology that are provided to Ribbiot by or on behalf of Customer in connection with this Agreement.
"Deliverables" means the Software, Documentation, hardware, and other work product that Ribbiot is required to deliver to Customer under this Agreement as set forth in the Order Form.
"Documentation" means any and all manuals, instructions, specifications, and other documents and materials listed in the Order Form that Ribbiot provides or makes available to Customer in any medium.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Order Form” means the document describing the services and hardware to be purchased by Customer and to be supplied by Ribbiot.
"Milestone" means an event or task described in the Order Form for which there is a corresponding date by which it must be completed in the Milestone Schedule.
"Milestone Schedule" means the schedule set forth in the Order Form setting out the dates by which the Parties are required to achieve the Milestones.
"Software" means the software, including, without limitation, mobile and other hardware applications, Ribbiot is required to or otherwise does create or provide to Customer in connection with the Services, this includes, without limitation, any “Additional Release” as that term is defined in an applicable Order Form.
"Specifications" means the specifications for the Software set forth in the Order Form.
"Third-Party Materials" means materials and information, in any form or medium, including any software and software platforms, (including open-source software), documents, data, content, specifications, products, equipment, or components of or relating to the Software that are not proprietary to Ribbiot.
"Work Product" means the Software, Documentation, Specifications, Deliverables, hardware, and other documents, work product, and materials related thereto, that Ribbiot is required to or otherwise does create or provide to Customer in connection with the Services. Except as otherwise expressly set forth in this Agreement, Work Product does not include any “Derivatives” (as defined below).
Outlines Ribbiot’s commitment to providing services as specified, including software and hardware development. Establishes Ribbiot’s responsibility to fulfill agreed-upon services and develop software per the Order Form.
"Authorized Users" shall mean Customer's employees and independent contractors working for Customer in the ordinary course of Customer's business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Customer to access the Software and/or Services and who, upon Ribbiot’s request, Customer identifies in a form acceptable to Ribbiot in Ribbiot’s sole discretion.
"Customer Materials" means all materials and information, including documents, data, specifications, software, content, and technology that are provided to Ribbiot by or on behalf of Customer in connection with this Agreement.
"Deliverables" means the Software, Documentation, hardware, and other work product that Ribbiot is required to deliver to Customer under this Agreement as set forth in the Order Form.
Customer shall perform any obligations set forth in an applicable Order Form. Ribbiot shall not be responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. In the event of any such delay or failure, Ribbiot may, by written notice to Customer, extend all or any subsequent due dates for Milestones as Ribbiot deems reasonably necessary.
Sets forth the process for delivery, testing, and acceptance of deliverables, giving the Customer a set period to accept or reject the work product based on predefined specifications.
Ribbiot shall deliver or otherwise make available to Customer each Deliverable on or prior to the due date set forth in the Milestone Schedule in accordance with the delivery criteria set out in the Order Form. Customer acknowledges and agrees that Customer has no right under this Agreement to receive the source code for any Software.
Customer will review and test each Software Deliverable within a commercially reasonable number of days, but in no event more than fifteen (15) days, after it is delivered ("Testing Period") to verify that the Software Deliverable conforms to the Specifications and performs in accordance with the Documentation ("Acceptance Tests"). Ribbiot has the right to observe or participate in all or any part of such Acceptance Tests. Promptly upon the completion of the Acceptance Tests, Customer shall notify Ribbiot in writing of its acceptance or, solely if the Acceptance Tests identify any material failure of the Software Deliverable to conform to the Specifications and perform in accordance with the Documentation (each, a "Nonconformity"), rejection of the Software Deliverable. Customer shall not unreasonably withhold its acceptance and shall include in any rejection notice a reasonably detailed description of the Acceptance Tests conducted, the results thereof, and each identified Nonconformity. Each Software Deliverable will be deemed accepted by Customer upon the expiration of the applicable Testing Period if Customer has not delivered a notice accepting or rejecting the Software Deliverable prior to such expiration. Following receipt of a rejection notice, Ribbiot shall use commercially reasonable efforts to remedy all Nonconformities and re-deliver the Software Deliverable. Upon re-delivery, Customer shall have an additional Testing Period to conduct Acceptance Tests to determine whether each Nonconformity has been remedied. The process set forth in this Section 4.2 will repeat until the Software Deliverable is accepted by Customer. This Section 4.2 sets forth Ribbiot's sole obligations and Customer's exclusive remedies for any failure of any Deliverable to conform to the Specifications or perform in accordance with the Documentation.
Ribbiot shall provide Customer with ongoing services and training as, and on the terms and conditions, set forth in an applicable Order Form.
Outlines payment terms, late payment penalties, and taxes. Specifies that Ribbiot may suspend services if payments are overdue.
Customer shall pay Ribbiot fees ("Fees") as set forth in Exhibit A without offset or deduction. If Customer fails to make any payment when due, without limiting Ribbiot's other rights and remedies: (a) Ribbiot may charge interest on the past due amount at the rate of 3.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Ribbiot for all reasonable costs incurred by Ribbiot in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for sixty (60) days or more, Ribbiot may suspend performance of the Services until all past due amounts and interest thereon have been paid.
All Fees and other amounts payable by Customer under this 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 Ribbiot's income.
Establishes Ribbiot’s ownership of its work product and the Customer’s ownership of their materials, clarifying any licensing rights granted by each party to the other.
Except as set forth in 7.2, Ribbiot owns all right, title and interest, including all Intellectual Property Rights, in and to (a) the Work Product and (b) all works, inventions, and other subject matter incorporating, based on, or derived from any Work Product, including, without limitation, “Additional Releases” as defined in an applicable Order Form (collectively, "Derivatives") and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Materials.
As between the Parties, Customer is and will remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Materials, including all Intellectual Property Rights therein, subject only to the license granted under 8.3 and rights granted and transferred to Ribbiot pursuant to Section 7.3 of this Agreement. All other rights in and to the Customer Materials are expressly reserved by Customer.
Notwithstanding anything to the contrary in Section 7.2., Ribbiot will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer, an Authorized User, or any other third party acting on Subscriber's behalf, without any remuneration, fee, royalty, or expense of any kind, and Ribbiot will hereby own all rights, title, and interest in any such suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer, an Authorized User, or any other third party acting on Customer's behalf.
Grants the Customer rights to use Ribbiot’s software and associated documentation, defining the scope and any use restrictions.
Subject to and conditioned upon Customer's payment of the Fees and compliance with and performance in accordance with all other terms and conditions of this Agreement, Ribbiot hereby grants to Customer a fully paid-up and royalty-free, non-transferable, non-sublicensable license: (a) to install, operate, and use the Software in mobile or desktop applications in object code only in the United States during the License Term and number of Authorized Users as further set forth in in Exhibit A, solely for Customer's business operations and in accordance with the Documentation; and (b) to use the Documentation and other Work Product solely in connection therewith.
Customer and Authorized Users shall not access or use any Work Product except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer and Authorized Users shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Work Product, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Work Product; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Work Product; or (e) otherwise use the Work Product beyond the scope of the license granted under Section 8.1.
Customer hereby grants to Ribbiot a fully paid-up and royalty-free, non-exclusive right and license to use, reproduce, perform, display, distribute, modify, and create derivative works and improvements of the Customer Materials solely to develop the Work Product and otherwise as necessary to perform the Services for the benefit of Customer and for Ribbiot's general development and commercialization of software products, the Work Product, and Derivatives. The term of such license will commence upon Customer's first delivery of Customer Materials to Ribbiot and be perpetual.
From time to time during the Term, either Party may disclose or make available to the other Party 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, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without any breach of this Agreement. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, officers, directors, and advisors (including legal and financial advisors) who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall, to the extent legally permitted, first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Specifies the Agreement term, renewal, and circumstances under which either party may terminate, including breach, insolvency, and convenience.
The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect for the time period set forth in an applicable Order Form, which shall include the development period contemplated in an applicable Order Form and the License Term as set forth in an applicable Order Form, and any extensions or renewals thereto ("Term").
In addition to any other express termination right set forth elsewhere in this Agreement:
Ribbiot may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Ribbiot's delivery of written notice thereof; or (ii) breaches any of its obligations under Sections 8.2 or 9.
Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon any expiration or termination of this Agreement: (a) the licenses granted to Customer hereunder will also terminate except to the extent that any license has an express term that continues for a longer period or is perpetual; (b) each party shall cease using and delete, destroy, or return all copies of the other party's Confidential Information and certify in writing to such party that the Confidential Information has been deleted or destroyed, except as otherwise may be permitted by this Agreement; (c) Customer and all Authorized Users shall delete the Software from any device owned or controlled by Customer or any Authorized User; and (d) Customer shall immediately return any hardware provided to Customer pursuant to the terms of this Agreement to Ribbiot. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. For avoidance of doubt, no termination or expiration of this Agreement shall in any way terminate, restrict, or limit the license granted to Ribbiot under 8.3 and rights granted and transferred to Ribbiot pursuant to Section 7.3 of this Agreement.
The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement, including, without limitation the following provisions: Section 1, Section 7, Section 8, Section 9, this Section 10.4, Section 12, Section 13, and Section 14.
Outlines each party’s warranties regarding performance standards and legal compliance. Provides Ribbiot’s limited warranties on software functionality.
Ribbiot Warranties. Ribbiot represents and warrants that (a) it will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services; and (b) for thirty (30) days following delivery, each Software Deliverable will, as installed on the Customer's systems and used in accordance with the Documentation, materially function in conformity with the Specifications. If Ribbiot breaches this Section 11.1, Ribbiot will, as its sole obligation and Customer's sole remedy, remedy such breach in accordance with this Agreement, including the time periods set forth therein, provided that Customer gives Ribbiot written notice of such breach within five (5) business days following its discovery by Customer. THE FOREGOING WARRANTIES DO NOT APPLY, AND RIBBIOT STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.
If set forth in an applicable Order Form, Ribbiot will provide Customer with the hardware set forth in such Order Form. Payment terms associated with the hardware will be set forth therein. Ribbiot warrants that the hardware will function in accordance with documentation provided to Customer. Warranty claims and replacement of Hardware and Hardware batteries shall be performed by Ribbiot if covered under the warranty terms set forth on the applicable Order Form.
Customer represents and warrants that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Materials so that, as received by Ribbiot and used in accordance with this Agreement, the Customer Materials do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party or violate any applicable Law.
Customer, and all Authorized Users, acknowledge and agree that Customer and all Authorized Users shall agree to, and be bound by, the Mobile App End User License Agreement required by Ribbiot for end users to use the Software contemplated by this Agreement. Customer further acknowledges and agrees that Ribbiot, in Ribbiot’s sole discretion may revise the Mobile App End User License Agreement from time to time in Ribbiot’s sole discretion and that the Mobile App End User License Agreement, and any amendments thereto, is and shall be, incorporated into, and made part of, this Agreement; and, any breach thereof shall be a breach of this Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, ALL SOFTWARE, SERVICES, AND WORK PRODUCT ARE PROVIDED "AS IS" AND Ribbiot HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Ribbiot SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1, Ribbiot MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
Specifies the Agreement term, renewal, and circumstances under which either party may terminate, including breach, insolvency, and convenience.
Ribbiot shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that Customer's use of the Software (excluding Customer Materials and Third-Party Materials) in compliance with this Agreement infringes or misappropriates such third party's US Intellectual Property Rights, provided that Customer promptly notifies Ribbiot in writing of the claim, cooperates with Ribbiot, and allows Ribbiot sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Customer agrees to permit Ribbiot, at Ribbiot's sole discretion, to (i) modify or replace the Software, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If Ribbiot determines that neither alternative is reasonably available, Ribbiot may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
This Section 12.1 will not apply to the extent that the alleged infringement arises from: (i) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Ribbiot or authorized by Ribbiot in writing; (ii) modifications to the Software not made by Ribbiot; (iii) Customer Materials; or (iv) Third-Party Materials.
Customer shall indemnify, hold harmless, and, at Ribbiot's option, defend Ribbiot from and against any Losses resulting from any Third-Party Claim that the Customer Materials, or any use of the Customer Materials in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User’s (a) negligence or willful misconduct; (b) use of the Software in a manner not authorized by this Agreement; (c) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Ribbiot or authorized by Ribbiot in writing; or (d) modifications to the Software not made by Ribbiot, provided that Customer may not settle any Third-Party Claim against Ribbiot unless Ribbiot consents to such settlement, and further provided that Ribbiot will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice
THIS SECTION 12 SETS FORTH CUSTOMER'S SOLE REMEDIES AND RIBBIOT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SOFTWARE) INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
IN NO EVENT WILL RIBBIOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER RIBBIOT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL RIBBIOT’'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO RIBBIOT UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The Customer is solely responsible for the installation and ongoing maintenance of the hardware. This includes ensuring installation complies with any existing equipment warranties. Customer acknowledges that professional installation and maintenance may be necessary depending on the intended use of the Products. If the Customer lacks the expertise for installation or maintenance, it is the Customer's responsibility to engage a qualified professional. Ribbiot is not responsible for errors in installation or maintenance, nor will Ribbiot be liable for any damage or injury that may result from improper handling or use of the hardware. This includes, but is not limited to, property damage, personal injury, or death. Additionally, Ribbiot assumes no liability if hardware installation affects or voids any manufacturer warranties. The Customer agrees to indemnify and hold harmless Ribbiot from any claims, damages, or liabilities arising from the hardware installation or its use. Ribbiot’s obligation under this agreement is limited to providing the hardware as specified; all other risks associated with the hardware installation and use are borne by the Customer.
Contains provisions that standardize the Agreement’s administrative matters, including governing law, assignment, force majeure, notices, and contract modification.
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 this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party's failure or delay is caused by or results from the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials and (i) other similar events beyond the reasonable control of the impacted party.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement is governed by and construed in accordance with the internal laws of the State of California, 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 jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Orange County, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Ribbiot, which Ribbiot may withhold at its sole discretion. No assignment or delegation will relieve Customer of any of its obligations hereunder. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall 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 Software outside the US.
Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under 9 or, in the case of Customer, 8.2, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
By acknowledging these Terms and Conditions, the Customer affirms that they have fully reviewed and accepted each provision of this Agreement on behalf of the Customer entity. This acknowledgment constitutes a binding acceptance, creating enforceable obligations for both Ribbiot and the Customer under these Terms, effective immediately.
The Customer understands that by confirming acknowledgment, this Agreement becomes legally effective and that no further signatures or documentation are required to establish a binding contract. The Customer further agrees that any engagement with Ribbiot’s products, services, or resources shall be governed by this Agreement.
If you have read, understand, and agree to these Terms and Conditions, please proceed with acknowledgment by selecting the confirmation checkbox.
