RAMAGINE TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT.
THESE TERMS AND CONDITIONS (“AGREEMENT”) CONTAIN THE ENTIRE AGREEMENT BETWEEN YOU AND YOUR COMPANY (“CLIENT” OR “YOU”) AND ICONOCLASM, INC. (“ICONOCLASM”) GOVERNING THE USE OF THE ICONOCLASM RAMAGINESM SERVICE. READ THIS AGREEMENT CAREFULLY BEFORE YOU CLICK TO ACCEPT THE AGREEMENT. BY CLICKING TO ACCEPT THE AGREEMENT, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND THE COMPANY SHALL BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS MADE BY ICONOCLASM IN ACCORDANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
Service Description. Iconoclasm shall make available to Client the RAMAGINESM malware analysis platform (the “Service”), a cloud computing software-as-a-service platform that assists allows You to detect and analyze malware in Client’s programs and files and to generate reports intended to provide information helpful to Client’s IT personnel to eliminate malware. THE SERVICE DOES NOT INCLUDE, AND ICONOCLASM IS NOT OBLIGATED TO PROVIDE ANY BUG FIXES, PATCHES, MALWARE ERADICATION OR SYSTEM SECURITY SERVICES.
Payment. You will be required to pay for use of the Service at Iconoclasm’s standard rates dependent on the level of Service obtained each time You access the Service by uploading your payment details to Iconoclasm’s third-party payment portal and authorizing payment to Iconoclasm in accordance with applicable instructions.
Deliverables; Intellectual Property.
Definitions. “Deliverables” means Reports (defined below), and user manuals, designs, analysis, evaluations, data and other materials, if any, provided to Client by Iconoclasm or generated for Client by the Service. “Client IP” refers to all of Client’s files, software, data, information, interfaces, utilities, tools, copyrights, patent rights, trademarks, moral rights and all other applicable proprietary and intellectual property rights that existed prior to the Effective Date or acquired or developed after the Effective Date without reference to or use of Iconoclasm IP. “Iconoclasm IP” refers to: (i) the RAMAGINE computer program, and all of Iconoclasm’s know-how, concepts, techniques, methodologies, ideas, templates, software, source code, interfaces, utilities, tools, copyrights, patent rights, trademarks, moral rights and all other applicable proprietary and intellectual property rights that existed prior to the Term; (ii) all updates, modifications, improvements, enhancements and derivative works of the items described in clause (i); (iii) all Deliverables; and (iv) ideas, concepts, techniques and know-how discovered, created or developed by Iconoclasm to enable provision of the Service that are of general application.
Reports. Iconoclasm retains exclusive ownership of all reports furnished to Client through Client’s use of the Service (“Reports”), including all copyright in the Reports and all rights in any Iconoclasm trademarks used or displayed on Reports or in connection with Reports. Iconoclasm grants Client a non-exclusive, non-transferable (except to Client’s affiliates and permitted assigns), perpetual, royalty-free right to use Reports for Client’s internal business purposes and for such other purposes as the parties may otherwise agree in writing. Reports are deemed Client Confidential Information. For clarity, Iconoclasm does not claim any proprietary interest in facts contained in Reports, or in any Client IP that may be included in or referred to in Reports.
Client Intellectual Property. Client retains exclusive ownership of Client IP. Client hereby grants Iconoclasm, its agents and contractors, a non-exclusive right to use Client IP as necessary to provide the Service, including, without limitation, the right to reverse engineer files to the extent required to provide the Service. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and warrants to Iconoclasm that it owns or has all rights necessary to grant the foregoing rights. Client IP shall be Client’s Confidential Information.
Iconoclasm’ Intellectual Property. Iconoclasm retains exclusive ownership of Iconoclasm IP. Iconoclasm IP (other than Reports) shall be Iconoclasm’s Confidential Information for purposes of Section 9. Nothing in this Agreement will be construed to grant Client, its affiliates, assigns, contractors or any third party any right to separate Iconoclasm IP from the Deliverable into which it is incorporated, or to market or commercially exploit Iconoclasm IP on a stand-alone basis, or to otherwise sublicense or grant to any other party any rights to use, copy or otherwise exploit, or create derivative works from, Iconoclasm IP, except as expressly provided in Section 4(b).
Residual Knowledge and Feedback. “Residual Knowledge” means any general ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques retained in the unaided mental impressions of Iconoclasm’ personnel relating in any way to the Service or Deliverables provided under this Agreement or any SOW. “Feedback” means disclosures and information made by Client to Iconoclasm for requirements for Iconoclasm IP, suggestions for enhancement, new features or corrections related to Iconoclasm IP and the Service, or any improvements for the use or implementation of the same. Each party perpetually retains any and all rights, title and interests in, and unrestricted use of, any Residual Knowledge developed or provided by it during the Term. In addition, Iconoclasm shall be free to incorporate any Feedback into its products and services without any duty to account to Client, and Client shall have no claims of ownership in the products or services into which the Feedback is incorporated. All right, title and interest to the manner in which the Feedback is incorporated shall be owned by Iconoclasm, including any intellectual property rights thereto, and Iconoclasm may make, have made, use, sell, modify, sublicense, copy, distribute and otherwise exploit its products and services that incorporate the Feedback.
DISCLAIMER OF WARRANTIES. ICONOCLASM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND ALL DELIVERABLES. ICONOCLASM DOES NOT WARRANT ERROR-FREE OPERATION OF THE SERVICE, THAT ANY DELIVERABLE WILL BE ERROF-FREE OR WILL IDENTIFY ALL VIRUSES, MALWARE AND HARMFUL SOFTWARE, OR THAT DEFECTS AND ERRORS IN THE SERVICE AND ANY DELIVERABLE WILL BE CORRECTED. CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT EXCEPT AS THE PARTIES MAY EXPRESSLY AGREE OTHERWISE IN WRITING, ICONOCLASM IS UNDER NO OBLIGATION TO CORRECT ANY DEFECTS, VIRUSES, MALWARE, BUGS OR OTHER HARMFUL FILES DETECTED IN CLIENT IP OR IDENTIFIED IN REPORTS PROVIDED TO CLIENT THROUGH USE OF THE SERVICE.
Client Responsibilities and Policies.
Third Party Products. Client shall be solely responsible for the evaluation, selection, purchase, licensing, installation, implementation, compatibility, use and performance of and results obtained from any products, hardware, software (including, without limitation, open source), files or equipment (collectively, “Third Party Products”) used, uploaded or otherwise supplied by Client in connection with its use of the Service. Client hereby grants Iconoclasm a right to access, run, analyze and diagnose any Third Party Products associated with Client files and programs uploaded to the Service to the extent reasonably necessary to provide the Service. Client hereby represents and warrants to Iconoclasm that it has or will obtain prior to using the Service, all rights and licenses necessary to enable Iconoclasm to provide the Service to Client without liability to Client or any third party. Iconoclasm shall be entitled to rely upon the accuracy and completeness of all information provided by, and upon the decisions and approvals of, Client in connection with Third Party Products. Iconoclasm does not make any representation, warranty or assurance with respect to, or take any responsibility for, the quality, functionality or suitability of Third Party Products, including, without limitation, features, bugs or defects in such Third Party Products. Client will look solely to third party owners and licensors of such Third Party Products for responsibility for, and resolution of, all such bugs, defects or problems. Client acknowledges that bugs, defects and other issues with Third Party Products may adversely impact the function of the Service, the reliability of Reports or both.
Client Policies. If Client requires that any personnel of Iconoclasm sign or acknowledge (or something similar) any Client policy, Client agrees that a signature by an officer of Iconoclasm on behalf of all such personnel shall satisfy such requirement, and shall apply in lieu of any signature or acknowledgment by individual personnel of Iconoclasm.
Indemnification.
Bodily Injury; Property Damage. Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party and its Affiliates, and the directors, officers, employees and agents of the other party and its Affiliates (collectively, “Indemnitees”), from and against any demands, claims and actions by third parties (individually and collectively, “Claims”), and all liabilities, judgments, damages, fines, penalties, costs and expenses (including reasonable attorney fees, costs and expenses) incurred by such third parties in connection therewith (individually and collectively, “Liabilities”), resulting from (i) bodily injury to or death of any person; or (ii) damage to, or loss or destruction of, any real or tangible personal property, in each event to the extent such Claims are the result of the Indemnifying Party’s or its employee’s, contractor’s or agent’s (A) breach of any representation, warranty or covenant under this Agreement, (B) violation of applicable law, or (C) gross negligence or intentional misconduct in connection with the performance of this Agreement. The Indemnifying Party shall have no obligation or responsibility for any Liabilities to the extent based upon or resulting from the gross negligence or intentional misconduct of an Indemnitee.
Third Party Products. Client shall defend, indemnify and hold harmless the Iconoclasm Indemnitees from and against Liabilities arising from all Claims by a third party alleging that Client’s use of the Service infringes a validly existing U.S. patent, copyright or other intellectual property right embodied in any Third Party Product or Client IP supplied or used by Client in connection with its use of the Service, or resulting from Client’s (A) breach of any representation, warranty or covenant under this Agreement or any agreement with a third party, or (B) violation of applicable law.
Procedures. The Indemnitees shall give the Indemnifying Party prompt written notice of any Claims or Liabilities and reasonable assistance, at the Indemnifying Party’s expense, in defending the Claims. No failure to so notify the Indemnifying Party will relieve the Indemnifying Party of its obligations under this Agreement except to the extent that the Indemnifying Party can demonstrate that it was materially prejudiced by such failure. The Indemnifying Party shall have sole authority to defend or settle such Claims, provided that the Indemnifying Party shall not settle any Claims in a manner that would admit liability of or create obligations for the Indemnitees without the Indemnitees’ prior written consent.
Limitations of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID BY CLIENT TO ICONOCLASM PURSUANT UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE FAILURE OR BREACH BY THE OTHER PARTY, EXCEPT THAT ICONOCLASM SHALL BE ABLE TO CLAIM THE AMOUNT OF UNPAID FEES IN THE EVENT OF BREACH BY NON-PAYMENT.
NEITHER PARTY’S LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SHALL INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, COSTS OR EXPENSES, INCLUDING WITHOUT LIMITATION loss of profits, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE PROCUREMENT and loss of savings or revenue, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF SUCH DAMAGES ARE FORESEEABLE OR FOR ANY CLAIM OR DAMAGES ASSERTED BY ANY THIRD PARTY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.
ICONOCLASM DISCLAIMS ANY AND ALL LIABILITY FOR, AND CLIENT AGREES THAT IT WILL NOT MAKE ANY CLAIM ARISING OUT OF DAMAGE OR LOSS TO PERSONS OR PROPERTY, INCLUDING, WITHOUT LIMITATION, HARDWARE, SOFTWARE AND BUSINESS SYSTEMS, SUFFERED BY CLIENT OR ANY THIRD PARTY RESULTING FROM THE USE OF THE SERVICE OR THE IMPLEMENATION OF ANY ADVICE OR RECOMMENDATIONS MADE BY OR ON BEHALF OF ICONOCLASM, EVEN IF SUCH HARDWARE, SOFTWARE OR BUSINESS SYSTEM IS RENDERED INOPERABLE THEREBY, AND EVEN IF ICONOCLASM IS ADVISED OF THE POSSIBILITY THEREOF.
Confidential Information.
Existing NDA. If, prior to the Effective Date, the parties entered into a Nondisclosure Agreement or similar agreement (the “NDA”) governing obligations by one or both parties to protect the other party’s Confidential Information (or a similar term referenced therein), such other agreement is hereby terminated as of the Effective Date and superseded by the terms of this Section 9. For the avoidance of doubt, any Confidential Information shared by the parties prior to the Effective Date pursuant to the NDA remains protected in accordance with the terms of the NDA.
Obligations With Respect to Confidentiality. For purposes of this Agreement, the term “Confidential Information” shall be deemed to mean and include all such information, material and data of the Disclosing Party or any third party that (a) gives the Disclosing Party a competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the Disclosing Party, (b) is known by Receiving Party to be confidential, (c) is marked “confidential” or the like at the time of disclosure, or if disclosed orally, is identified as confidential at the time of disclosure and summarized in a writing provided to the Receiving Party within ten (10) days of disclosure, or (d) is deemed Confidential Information of a Party pursuant to Section 4. The terms and conditions of this Agreement shall be treated by each party as the Confidential Information of the other party. All information uploaded by Client to the Service and the content of Reports shall be treated as the Confidential Information of Client. Each party receiving Confidential Information (“Receiving Party”) disclosed by the other party (“Disclosing Party”) agrees that it shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than the officers, employees, subcontractors, third party software providers providing software related to performance of this Agreement, and representatives of Receiving Party (collectively, “Representatives”) on a need-to-know basis, any Confidential Information disclosed by Disclosing Party.
Exclusions. The confidentiality obligations of this Agreement shall not apply to any information that: (i) is or becomes publicly known without any fault of, or participation by Receiving Party; (ii) was in Receiving Party’s possession prior to the time it was received from Disclosing Party or came into Receiving Party’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party that the Receiving Party did not know (after reasonable inquiry) to be subject to any obligation of confidentiality or restriction on use; or (iii) is independently developed by Receiving Party without reference to or use of Disclosing Party’s Confidential Information. If any of Disclosing party’s Confidential Information is required to be disclosed by judicial, arbitral or governmental order or operation of law, Receiving Party shall, if legally permitted, notify Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by Disclosing Party. Receiving Party shall be permitted to use Confidential Information of Disclosing Party in connection with any legal proceeding, provided Receiving Party uses commercially reasonable efforts to disclose and/or file such Confidential Information under seal or to obtain a mutually agreed protective order governing the use and disclosure of such Confidential Information in the legal proceeding. Disclosure of any Confidential Information pursuant to the foregoing sentence or pursuant to judicial, arbitral or governmental order or operation of law, shall not be deemed to render it non-confidential and Receiving Party’s obligations with respect to such Confidential Information shall not be changed or lessened by virtue of any such disclosure.
Ownership of Confidential Information. Confidential Information shall remain the exclusive property of Disclosing Party and no patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Section 9 or any disclosure of Confidential Information to Receiving Party, except as otherwise expressly set forth in this Agreement.
Actions with Respect to Representatives. Receiving Party shall take such actions with its Representatives as are commercially reasonable to effectuate the intent of this Section 9, including but not limited to advising each permitted Representative to whom Confidential Information is disclosed of their obligations regarding confidentiality and non-use of Confidential Information. With respect to Representatives who are not employees of Receiving Party, Receiving Party shall, prior to any disclosure of Confidential Information, require such Representatives to execute a written confidentiality agreement containing terms no less restrictive than those of this Section 9. Receiving Party shall be fully responsible for any breach of this Section 9 by its Representatives.
[NOTE: NEED TO DISCUSS ICONOCLASM’S GDPR COMPLIANCE OBLIGATIONS] [Personal Data. As used herein, “Personal Data” means any information provided by or through Client to Iconoclasm that can be used to identify, contact or locate a living individual, including, without limitation, first and last name; home or other physical address, telephone number; email address or online identifier associated with an individual; date of birth, Social Security number or other national identifying number, passport number, driver’s license number, user name, password, IP Address or similar identifier; employment, financial or health information; or any other information relating to an individual that is combined with any of the foregoing. In relation to all Personal Data, Iconoclasm shall be a data processor, and Client will be responsible as sole data controller for complying with all applicable data protection or similar laws (including without limitation the EU General Data Protection Regulation (the “GDPR”) and laws implementing the GDPR) that regulate the processing of Personal Data. Client hereby grants Iconoclasm authority for the engagement of subprocessor(s) (or similar term) from the list of entities on Iconoclasm’ website, as such list is revised from time to time by Iconoclasm. Iconoclasm reserves the right to provide the Service from locations, and through use of subcontractors, worldwide. Client acknowledges and agrees that systems containing Personal Data may be accessed or processed by affiliates of Iconoclasm outside the country in which Client and its users are located to perform the Service and Iconoclasm’s other obligations under this Agreement. Client shall ensure that Client is entitled to transfer the Personal Data to Iconoclasm so that Iconoclasm may lawfully collect, use, process, disclose and transfer the Personal Data in accordance with this Agreement on Client’s behalf. Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such collection, use, processing, disclosure and transfer as required by all applicable data protection legislation. Client is solely responsible for determining that processing of Personal Data by Iconoclasm under this Agreement according to Client’s instructions will not place Iconoclasm in breach of applicable data protection or privacy laws. Prior to processing, Client will inform Iconoclasm about any special categories of data contained within the Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the Personal Data or its accidental loss, destruction or damage.]
Independent Contractor. The parties acknowledge and agree that Iconoclasm and Client are, and at all times during the Term shall remain, independent contractors in relation to each other, and that neither party nor its Representatives are authorized to make any representation or any commitment on the other party’s behalf unless previously authorized by such party in writing. Each party’s obligations to the other hereunder are exclusively contractual in nature. Neither this Agreement nor the performance of Service shall, or be deemed to, create a partnership, joint venture, agency, fiduciary or employment relationship or any other legal relationship between the parties.
Assignment. Neither party may assign this Agreement or the rights or obligations hereunder without the express written consent of the other party, except that (a) a party may assign all of its rights and obligations to an affiliate or to a third party who has acquired all or substantially all of the business or assets of such party related to the performance of this Agreement through a sale, merger, consolidation, reorganization or similar transaction. Any attempted assignment in violation of this Section 12 shall be void. Except as set forth above, this Agreement shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns.
Dispute Resolution.
Except in situations in which injunctive relief is necessary, if any dispute arises between the parties in connection with this Agreement, the disputed matter shall be referred to the parties’ respective executives responsible for administration of this Agreement for resolution. If these executives fail to resolve the dispute within fifteen (15) days after the referral of the dispute to them, the parties shall escalate the dispute to the parties’ respective Chief Operating Officer, Chief Financial Officer, Chief Information Officer, Chief Technology Officer or equivalent (“C-Level Officer”), for resolution. The C-Level Officers shall use good faith efforts to attempt to resolve the dispute within fifteen (15) days after the referral of the dispute to them.
If the parties’ C-Level Officers are unable to resolve the dispute within fifteen (15) days of the referral of the dispute to them, or such longer period as agreed to in writing by the parties, each party shall have the right to commence any legal proceeding as permitted by law.
Publicity. Iconoclasm will not use Client’s name or any of its trademarks to advertise itself or that Client is a customer of Iconoclasm without Client’s express consent.
Governing Law. This Agreement shall be governed by, enforced and construed exclusively in accordance with the laws of New York without regard to its conflicts of law principles. Each party hereby irrevocably submits itself and consents to the jurisdiction of the state courts located in Albany or Rensselaer County, New York, and the U.S. District Court of the Northern District of New York, as permitted by law, each of which shall have nonexclusive jurisdiction over disputes under this Agreement. Each party consents to the personal jurisdiction of the above courts. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES KNOWINGLY AND WILLINGLY EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE, INCLUDING ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
Force Majeure. Neither party will incur any liability to the other party resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences or forces beyond the reasonable control and without the negligence or other fault of such party, such as, but not limited to, pandemic, governmental orders, labor conflict, lightning strike, natural disasters, internet outages, denial-of-service attacks, fire, war, armed conflict, acts of terrorism, riots, insurrections, general shortage of goods or energy and faults or delays of subcontractors or suppliers caused by any circumstances referred to in this Section.
Waivers and Amendments. No waiver of any right or remedy will be implied by failure to enforce such right or remedy and no express waiver will affect any right or remedy other than that to which the waiver is applicable and only for that occurrence. No provision of this Agreement shall be deemed waived by either party unless such waiver is in writing and signed by an authorized representative of the waiving party. No provision of this Agreement shall be deemed amended or modified by either party, unless such amendment or modification is in writing and signed by authorized representatives of both parties.
Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Entire Agreement. This Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, proposals and communications, oral or written, regarding such subject matter. Any purchase order or other document issued by Client is for administrative convenience only. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that either party may use in connection with the transactions contemplated by this Agreement shall have any effect on or shall otherwise modify the rights, duties, or obligations of either party under this Agreement, regardless of any failure of a receiving party to object to such terms, provisions or conditions. Each party acknowledges and agrees that in entering into this Agreement it does not rely on any statement, representation, warranty or understanding other than as expressly set out in this Agreement.
Compliance with Law. Each party shall act in strict compliance with all applicable laws, ordinances, regulations and other requirements of any and all governmental authorities, including, without limitation, all applicable export and data protection laws and regulations, in connection with its performance under this Agreement. Client may not use or authorize anyone else to the Service for any purpose that would violate any criminal statutes applicable in the U.S. or otherwise applicable to Client or any of its employees. Without limiting the generality of the foregoing, Client shall comply with all U.S. export control laws, rules, regulations, sanctions and executive orders applicable to U.S. residents or persons doing business in the U.S., notwithstanding that Client may not be otherwise legally bound thereby. Client may not transmit, export or re-export, directly or indirectly, separately or as part of any system, any Deliverable (including any Report) or any technical data (including processes and services) received from Iconoclasm, without first obtaining any license required by the applicable government, including without limitation, the United States government acting under the authority of the Export Administration Act and implementing Export Administration Regulations, and/or any other applicable competent authority. By accepting a Deliverable, Client agrees that none of the Deliverables obtained from Iconoclasm will be sold or otherwise transferred to, or used by any person operating in, or for the benefit of any US-embargoed destination, person, entity or non-U.S. government or person or entity acting for the benefit of or at the direction of any non-U.S. governmental actor or any contractor thereof, or any entity subject to a U.S. denial order or to any person, company or entity if Client knows or has reason to believe that they will be re-exported, sold or transferred in violation of U.S. or other applicable laws or regulations. Client also certifies that it shall not use or permit the use of the Service by, and none of the Deliverables will be sold or otherwise transferred to, or made available to any entity or end user that is engaged in the repression of human rights or forced labor, or the design, development, production, stockpiling or use of nuclear, biological or chemical weapons or missile technology, or for any entity with specific end use that is engaged in conventional weapons or any other military activities.
Severability. If any provision, or any portion of any provision contained in this Agreement is determined to be invalid under any applicable U.S. statute or rule of law, then it shall, to that extent alone, be deemed omitted and reformed to the maximum extent legally permitted to give effect to the original intention of the parties expressed in the invalid provision, and the remainder of this Agreement shall remain in full force and effect.
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall collectively constitute a single agreement. This Agreement may be executed through delivery of duly executed signature pages by electronic transmission.
Survival. Sections 3, 4, 5, 6, 7, 8, 9 and 12 through 22, and any other provisions that by their nature reasonably should be deemed to survive, shall survive the termination of Client’s use of the Service and the provision of any Deliverables.