This End User License Agreement (“Agreement”) is a binding agreement between you, on your behalf and on behalf of the entity you are representing if any (“End User” or “you “), and the Company..
Updates.Company may from time to time in its sole discretion develop and provide Application and Content and Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, ” Updates“). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality, and that Company reserves the right to charge fees for iKey Property (including Application and/or Content and Services) in the future, as set forth in Additional Terms. Based on your Device settings, when your Device is connected to the internet either, in Company’s sole discretion:
9. Third-Party Materials.The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
9. Third-Party Materials.The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
10. Term and Termination.
13. Indemnification.You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application, Content and Services, or other iKey Property or your breach of this Agreement (which, for the avoidance of doubt, shall include any applicable Additional Terms), including but not limited to your Submissions.
14. Export and Import Regulation.The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations or import regulations in the country in which you reside. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, import, or release is prohibited by law, rule, or regulation. You shall comply with all applicable national and federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export or import license or other governmental approval), prior to exporting, re-exporting, importing, releasing, or otherwise using or making the Application available outside the US or in the country in which you reside.
15. US Government Rights.The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
16. Severability.If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
17. Entire Agreement. This Agreement, the other documents referenced herein (including any Additional Terms) and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application, Content and Services, and other iKey Property.
18. Waiver.No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
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