This Terms of Service (“Agreement”) is a legally binding contract between you, or, if you represent an entity or other organization, that entity or organization (in either case, “you”) and IronCore Labs, Inc., a Delaware corporation (“IronCore”). IronCore provides a technology platform (the “Platform”), including:
- The IronCore hosted data control service (“Service”);
- Certain application programming interfaces defined by IronCore for accessing the Service (“APIs”);
- Related documentation, libraries, tools, files, code, and other supporting materials made available by IronCore for use in accessing the API (“SDKs”); and
- Any online portals made available to you by IronCore relating to the Services, APIs, or SDKs (“Portals”).
This Agreement establishes the terms under which IronCore will provide you with limited access to and use of the Platform. IronCore does not grant you any rights to access or use the Platform unless you agree to be legally bound by this Agreement. Your access to and use of the Platform is strictly limited to the express rights granted in this Agreement.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING ANY PORTION OF THE PLATFORM, OR BY CLICKING AN ON-SCREEN BUTTON STATING THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT, MEET THE QUALIFICATIONS STATED IN THIS AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS STATED IN THIS AGREEMENT, IRONCORE IS NOT WILLING TO PERMIT YOU TO ACCESS OR USE ANY PORTION OF THE PLATFORM.
- Orders. You may place orders (whether online, by email, phone, or otherwise) with IronCore (each, an “Order”) for access to the Platform. All Orders are subject to acceptance by IronCore. Once accepted by IronCore, each Order will become a part of this Agreement. All access to and use of the Platform will be governed by the terms of this Agreement and each such accepted Order.
- Additional Agreements. In addition to this Agreement, you may be required to enter into certain additional agreements with IronCore or other third parties before being given access to certain functionality of the Platform (each, an “Additional Agreement“). In the event of a conflict between an Additional Agreement and this Agreement, the Additional Agreement will control with respect to your access to and use of the functionality of the Platform to which the Additional Agreement relates and this Agreement will control in all other respects.
- Term. This Agreement is entered into as of the date you agree to this Agreement or at any earlier time IronCore provides you with access to or use of any portion of the Platform (the “Effective Date“). This Agreement will continue for an initial period as indicated in your Order and will thereafter automatically renew for additional renewal periods of equal duration. If no initial period is stated in the applicable Order, the initial period and each renewal period of this Agreement will be  months. Unless terminated as set forth herein, this Agreement will continue to renew until you notify IronCore that you do not wish to renew this Agreement at least 10 days prior to the end of the then-current period. In all other cases, the term of this Agreement will continue until terminated as set forth herein.
Grant of Rights.
- API and SDK. During the term of this Agreement, and provided that you remain in compliance with this Agreement, IronCore hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable right to: (1) use the SDK to develop software applications owned and controlled by you intended for operation with the Services (your "Applications"); (2) incorporate portions of the SDK identified by IronCore into your Applications as necessary to enable your Applications to interact with the Services through the APIs as intended by IronCore; and (3) distribute those portions of the SDK incorporated into your Applications to end user customers ("End Users") solely as part of your Applications.
- Services. During the term of this Agreement, and provided that you remain in compliance with this Agreement, IronCore hereby grants you a limited, non-exclusive, non-transferrable, non-sublicensable right to allow End Users of your Applications to access the Services through your Applications as those Services are made available by IronCore through the API.
- No Additional Rights. Except as expressly stated in this Section, IronCore grants you no rights or licenses in or to any aspect of the Platform, whether by implication, estoppel, or otherwise.
- Third-Party Software. The Platform may include software developed, provided, or maintained by third-party service providers of IronCore (“Third Party Software”). In addition to the terms of this Agreement, your access to and use of any Third Party Software is also subject to any other agreement separate from this Agreement that you enter into relating to that Third Party Software (each, a “Third Party Software Agreement”). The terms of any Third Party Software Agreement will apply to the applicable Third Party Software provided under that Third Party Software Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Software Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Software Agreement. All other Third Party Software will be subject to the terms of this Agreement.
- Portals. Provided that you remain in compliance with this Agreement, you may access and use those Portals made available to you by IronCore solely for your own internal use in connection with the Platform. You may be required to establish a login and account to access certain features of the Forums (an “Account”). Your Account is solely for your own use in connection with the Platform. Any login information for your Account (“Login”) is personal in nature and may be used only by you to access your Account. You may not provide any third party with the right to access your Account or Login. You are solely responsible for all use of any Portals through your Account. You will notify IronCore immediately if your Login is lost, stolen or otherwise compromised. You are responsible for all liabilities and damages incurred through the use of your Account and any transactions completed through your Account will be deemed to have been completed by you. You agree that all information provided in connection with establishing your Account will be accurate and complete. You will provide IronCore with prompt updates to any such information as necessary to maintain such information as accurate and complete. You may be required to designate an “Account Administrator” when you establish your Account. The Account Administrator will have ultimate authority regarding the administration of your Account, including should any dispute arise regarding your Account. All notices will be provided to the current Account Administrator for your Account. You may change the Account Administrator for your Account (1) by written notice provided to IronCore by the then-current Account Administrator, or (2) by written notice provided to IronCore your officer or director (if you are entity or other organization).
- Restrictions. Your access to and use of the Platform must be solely as expressly permitted herein. You acknowledge that the Platform and the software, hardware, data, databases, and other technology comprising the Platform (collectively, the “Technology”), constitute the valuable IPR (as defined below) of IronCore. As an express condition to the rights granted to you under this Agreement, you will not and will not permit any End User or other third party to: (1) use or access the Platform or any portion thereof for any purpose except as expressly provided in this Agreement; (2) modify, adapt, alter, translate, or create derivative works from the Platform or Technology; (3) distribute, lend, loan, lease, license, sublicense, transfer, or make available the Platform or any rights in or to the Platform to any third party; (4) access or use the Platform in any unlawful, illegal, or unauthorized manner; (5) access or use the Platform or Technology in any manner that could damage, disable, overburden or impair the Services; (6) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the Platform or Technology, except where source code for the Platform is made available by IronCore; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the Platform or Technology; (8) interfere in any manner with the operation of the Services or Technology or attempt to gain unauthorized access to the Services or Technology; (9) use the APIs to access or interface with any products, systems, applications, software, or hardware other than the Services; or (10) develop any software or other technology for accessing or using the Services in a way other than through the APIs; (11) use automated scripts or processes to collect information from or otherwise interact with the Service or Technology, except as included in the SDK; or (12) alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on any Technology. All use of the Platform or Technology will be in accordance with any applicable documentation provided by IronCore.
- EULAs. Prior to allowing any End User to access or use any Application, or to access the Services through any Application, you will ensure that each End User has entered into an end user license agreement applicable to your Application (a “EULA”). Each EULA will contain terms at least as protective of IronCore and the Platform as the terms of this Agreement. Notwithstanding the foregoing, IronCore reserves the right to review and approve each EULA prior to distribution of any Application. You will provide IronCore with such information and assistance as may be required to verify that each End User has agreed to be legally bound by and remains in compliance with the EULA. You will remain solely responsible for all use of the Services by each End User and for each End User’s compliance or failure to comply with the EULA. You will promptly notify IronCore upon becoming aware of any breach of any EULA by an End User and will fully enforce the terms of each applicable EULA against each End User in the case of any breach thereof. You will ensure that all information about each End User provided to IronCore is and remains accurate and complete. You will prevent unauthorized access to or use of the Service through any Application. You will notify IronCore promptly of any such unauthorized access or use of the Service.
- Testing. You will develop each Application strictly in compliance with the terms of this Agreement and any additional instructions or documentation provided by IronCore in connection with the SDK. You will remain solely responsible for ensuring that the operation of each Application remains in compliance with the terms of this Agreement and any such additional instructions or documentation. Prior to distributing or making any Application available to End Users (whether commercially or for evaluation purposes), you will self-test your Application to ensure that it operates properly with the Services through the APIs and complies with any applicable testing requirements for the Platform established by IronCore (“Tests”). In addition, if requested by IronCore, you will submit a copy of each Application to IronCore for additional review and testing by IronCore. You grant IronCore all rights necessary for IronCore to review and test each of your Applications for compliance with the terms and conditions of this Agreement and all applicable Tests. You will not provide access to or use of an Application to any End User prior to confirmation by IronCore that such Application has successfully completed such testing. Notwithstanding successful completion of any testing, IronCore may, in its sole discretion, require you to cease distribution and operation of any Application if IronCore, in its sole discretion, reasonably believes that your Application fails to comply with the terms and conditions of this Agreement or any applicable Tests or otherwise may cause damage or harm to IronCore, the Platform, any End User, or any other third party.
- Data. You are solely responsible for all data, information, and other content provided to IronCore by or on behalf of you or any End User, whether through your Application or the Services (“Your Data”). You grant to IronCore all necessary rights and licenses in and to Your Data necessary for IronCore to provide you and your End Users with access to the Services under this Agreement. As between you and IronCore, you retain all of Your rights in and to Your Data. You agree that Your Data will not violate this Agreement or any applicable IronCore policy. IronCore will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Data. IronCore may take remedial action if any of Your Data violates this Agreement, provided that IronCore is under no obligation to review any of Your Data for accuracy or potential liability. You represent and warrant to IronCore that you have all necessary right, title, interest and consent necessary to allow IronCore to use Your Data for the purposes for which you provide Your Data to IronCore.
- Modifications to the Platform. IronCore reserves the right to modify or release updates to or new versions of the Platform at any time by providing notice of the modifications or by releasing such updates or new versions. Following release of any such update or new version of the API or SDK, you will obtain and use the most current version of the API and SDK within the time period stated by IronCore. IronCore may suspend or discontinue (permanently or temporarily) any aspect of the Platform, at any time in its sole discretion.
- Support. You are solely responsible for all support and maintenance relating to each of your Applications, whether requested or required by you or your End Users. Unless you have entered into a separate support agreement with IronCore, IronCore is under no obligation to provide you or your End User with any support relating to the Platform, provided that IronCore may provide support to you or directly to any End User if deemed necessary or appropriate by IronCore.
- Accounts. In connection with your access to and use of the Platform, you may be required to establish and maintain an account (each, an “Account”). Any Account is solely for your own use in connection with your access to and use of the Platform. All user identifications and passwords applicable to your Account (each “Account ID”) is personal in nature and may be used only by You or, if You are an organization, by designated employees within Your organization. You are solely responsible for all use of the Platform by each user of your Account and for compliance by each user of your Account with the applicable terms of this Agreement. You will ensure the security and confidentiality of each Account ID and will notify IronCore immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that you are fully responsible for all costs, fees, liabilities or damages incurred through use of each Account ID (whether lawful or unlawful) and that any orders or transactions completed through your Account (or under any Account ID for your Account) will be deemed to have been lawfully completed by you. In no event will IronCore be liable for the foregoing obligations or for your failure to fulfill such obligations.
- Fees. You agree to pay IronCore all fees specified in connection with each Order and any fees otherwise specified in connection with any of the Platform (“Fees”). All Fees will be billed as indicated in each Order. If an applicable Order does not specify any applicable billing terms, the initial payment of Fees specified under that Order for each period during this Agreement will be due and payable by you in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If you have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant IronCore the right to charge the credit card or debit the bank account provided to IronCore for all Fees incurred under this Agreement. IronCore may change any portion of the Fees by posting the changes to the Platform or otherwise notifying You of the change, such changes to take effect at the beginning of the next period of this Agreement. You are responsible for all payment of, any applicable taxes, fees, value-added surcharges, import and export duties, and other assessments or duties, levied or assessed against you or IronCore by any governmental entity in connection with your access to or use of the Platform or your Applications.
- Limited Free Access. IronCore may offer you access to certain portions of the Platform without Fees (“Free Access”). All Free Access is subject to the terms of this Agreement and any applicable limits on such Free Access established by IronCore. You acknowledge and agree that your use of the Platform in excess of any such limits is subject to all applicable Fees. You agree to pay all such Fees as specified in this Agreement. The Platform may contain functionality for tracking your use of the Services or API and limiting or disabling access to or use of the Services or API if your use exceeds any limits applicable to your use of the Platform. You will take all necessary precautions to avoid any loss of data or other damage or liability that may occur due to any disablement of or limitation on your access to or use of the Platform. IRONCORE WILL NOT BE LIABLE FOR YOUR FAILURE TO TAKE ANY SUCH PRECAUTIONS OR FOR YOUR INABILITY TO USE OR ACCESS ANY PORTION OF THE PLATFORM SHOULD YOU EXCEED ANY SUCH LIMITS.
- Ownership. IronCore retains all right, title, and interest in and to the Platform and all Technology, any updates, upgrades, enhancements, modifications and improvements thereto, created by either party, either alone or with the other party or any third party (“Improvements”), and all intellectual property and proprietary rights throughout the world, including all copyrights, trademarks, trade secrets, patents (and patent applications), moral rights, rights in data and databases, and other intellectual property and proprietary rights throughout the world (“IPR”), therein or relating thereto (“IronCore Property”). As between you and IronCore, you will maintain ownership of your Applications, excluding any portion of the SDK included in or with your Applications. For the avoidance of doubt, you receive no ownership interest in or to any IronCore Property, and no rights or licenses are granted to you to access or use any IronCore Property, except for the rights expressly granted under this Agreement, regardless of whether any portions of the API, SDK or other portions of the Platform are used in or in connection with any of your Applications. Your agree to and hereby do assign to IronCore any and all right, title or interest in or to any Improvements, and all IPR therein or relating thereto, that you may acquire at any time. The names and logos of IronCore and those of its affiliates, providers, and licensors are trademarks of IronCore or such affiliates, providers, or licensors, as applicable, and no right or license is granted to you to use them.
- Termination and Suspension. During any Free Access, either you or IronCore may terminate this Agreement effective upon notice to the other party. At any time during this Agreement, either party may also terminate this Agreement: (1) upon  days’ notice to the other party for any reason or no reason; or (2) if the other party materially breaches this Agreement and fails to remedy such breach within  days after receiving notice of the breach from the other party. In addition to any termination of this Agreement, IronCore may suspend your access to any part of the Platform at any time if IronCore, in its sole discretion, deems such suspension reasonable to prevent or stop any breach of this Agreement or any damage, injury, or harm to IronCore, the Platform, or any other IronCore licensee or third party. Upon any termination or expiration of this Agreement: (a) except in the case of termination by you under (2) of this Section, all unpaid amounts due for the remainder of the then-current period (initial or renewal) of the Agreement will become immediately due and payable; (b) all rights granted to you hereunder will immediately terminate; (c) IronCore may cease providing you with access to the Services; (d) you will cease all use of the SDK and API and all Applications making use of the SDK or API; and (e) you will return to IronCore or (if so notified by IronCore) destroy, all copies of the API, SDK, and any Confidential Information in your possession or control. Upon the request of IronCore you will certify in writing to your compliance with the terms of this Section. The relevant portions of Sections 8, 15, 17, 18, 20, 22, 23, 24, 25, 27, 28, 29, and 30 will survive termination or expiration of this Agreement for any reason.
Representations and Warranties.
- By IronCore. ALL FREE ACCESS TO THE PLATFORM IS PROVIDED AS-IS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. Except in the case of Free Access, IronCore represents and warrants to you that during the term of this Agreement IronCore will use commercially reasonable efforts to maintain and verify that the Services operate in accordance with this Agreement and any applicable tier of service or service level specified in any accepted Order under this Agreement. IronCore’s sole obligation and your sole and exclusive remedy in the event of any failure by IronCore to comply with the foregoing representation and warranty will be for IronCore to, at IronCore’s option, re-perform the affected Services or refund to you the Fees you have actually paid for the affected Services during the month in which the failure occurred.
- By You. You represent, warrant, and covenant to IronCore that: (a) you will maintain all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; (b) your use of the Platform will not violate and will not cause IronCore to violate any federal, state, or local laws, rules, or regulations or the rights of any third party; and (c) except as set forth herein, you will obtain all rights, licenses, permits, and other approvals required for its use of the Platform and its performance under this Agreement.
- Disclaimer. EXCEPT FOR ANY APPLICABLE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, AND DURING ALL PERIODS OF FREE ACCESS, THE PLATFORM AND ALL TECHNOLOGY ARE PROVIDED BY IRONCORE AND ITS LICENSORS AND PROVIDERS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND. IRONCORE EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESSED OR IMPLIED, REGARDING THIS AGREEMENT AND THE PLATFORM OR ANY OTHER TECHNOLOGY, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A PARTY OR ITS AGENTS OR REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES OR COVENANTS UNLESS CONFIRMED IN WRITING BY SUCH PARTY AS AN AMENDMENT TO THIS AGREEMENT.
- Certain Liabilities. You will indemnify, hold harmless, and defend IronCore (and its officers, directors, employees, contractors, and agents) from and against any damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) incurred in connection with or as a result of: (1) your use of or access to the Platform, including any data, information, content, or results generated, processed or stored through the Platform; (2) any Data, Applications, or any access thereto or use thereof; (3) your breach of any provision of this Agreement; or (4) damage to property or injury to or death of any person directly or indirectly caused by you. IronCore agrees to give you prompt notice of any claim subject to this Section.
- Limitation of Liability. IN NO EVENT WILL IRONCORE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF THE PLATFORM OR THIS AGREEMENT, INCLUDING ANY LOST, CORRUPTED OR ALTERED DATA OR INFORMATION, LOSS OF USE OF DATA OR INFORMATION, RECOVERY OF DATA OR INFORMATION, OR LOSS OR INTERRUPTION OF BUSINESS OR REVENUE, EVEN IF IRONCORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE. THE MAXIMUM CUMULATIVE LIABILITY OF IRONCORE RELATING TO THE PLATFORM OR THIS AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT IN THE  MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY OR, IF YOU HAVE PAID NO FEES UNDER THIS AGREEMENT IN SUCH  MONTH PERIOD, $100. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EACH PARTY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Confidentiality. For purposes of this Agreement, “Confidential Information” means the Platform, Technology, Data, and all other documentation, information, data, and materials provided by or obtained from IronCore, regardless of the form thereof, including all copies thereof. You will use the Confidential Information only if expressly permitted to do so by IronCore herein or in writing and, if not permitted to do so, will not use such Confidential Information. You may disclose the Confidential Information only to those of your employees who have a need to know the Confidential Information for purposes of the use thereof and who are bound by a legal obligation of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. You will not otherwise disclose the Confidential Information without IronCore’s prior written consent. You will treat all Confidential Information with the same degree of care as you treats your own confidential information which, in no event, will be less than reasonable care.
- Disputes. The parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) via good faith negotiations between each party, involving such levels of management as are required to resolve such Dispute. Any Dispute that cannot be resolved through good faith negotiations between the parties, except for claims relating to the intellectual property rights of IronCore, will be settled exclusively through binding arbitration in accordance with this Section. If any Dispute cannot be resolved through negotiations between the parties within  days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration (“Arbitration”) under the arbitration rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the Arbitration by delivering a request for arbitration as specified in the Rules. The Arbitration will be conducted before a sole neutral arbitrator selected by agreement of you and IronCore. If we cannot agree on the appointment of a single arbitrator within 30 days after either of us delivers a request for the Arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by IronCore in Denver, Colorado U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the costs, fees and expenses incurred by the prevailing party in any such Arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
- Governing Law and Venue. This Agreement and its interpretation, as well as any Arbitration, will be governed by the laws of the state of Colorado (USA) without giving effect to principles of conflict of laws. Subject to the arbitration provisions of this Agreement, You acknowledge and agree that the state and federal courts located in Denver, Colorado (USA) will have sole and exclusive jurisdiction over any Disputes regarding this Agreement, including any interpretation of this Agreement or disputes relating to this Agreement. You irrevocably submit to the personal jurisdiction of such courts. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATING TO THESE TERMS.
- U.S. Government Licensees. The Platform and all other Technology are each a “commercial item” as that term is defined at FAR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government Users acquire the licenses granted with respect to the software with only those rights set forth herein.
- Notice. Notices under this Agreement will be via reputable overnight mail service. IronCore may also provide notices hereunder by electronic mail transmission or by message sent through the Services. Notices will be effective upon confirmation or acknowledgment of receipt (or when delivery is refused), except notice by electronic mail which will be effective upon receipt of the electronic mail is actually confirmed by the recipient. Either party may change its address for notice by giving notice of the new address to the other party.
- Assignment. You may not assign, transfer or delegate, in whole or in part, whether by assignment, sale, merger, reorganization, operation of law, or otherwise, this Agreement or any of your rights or obligations under this Agreement, to any third party without the prior written consent of IronCore. For the purposes of this Agreement, any change of control will be deemed an assignment. IronCore may assign this Agreement with or without notice to you. Any assignment in violation of the foregoing will be null and void, and will be considered a breach of this Agreement.
- Entire Agreement. This Agreement includes all Orders accepted by IronCore under this Agreement and constitutes the entire agreement between the parties regarding the Platform. This Agreement supersedes all oral or written agreements or understandings between the parties as to the subject matter of this Agreement, other than any Additional Agreement. IronCore may modify the terms of this Agreement at any time. All such modifications will be effective 30 days after IronCore provides you with notice of the modifications as permitted under this Agreement. Unless you discontinue use of the Platform during such 30 day period, you will be deemed to have accepted and agreed to those modifications. Except for the foregoing, any amendment or waiver of any provision of this Agreement will be effective only if made in writing and signed by duly authorized representatives of both parties.
- General. This Agreement is in the English language, which language will be controlling in all respects. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. In no event will IronCore be liable for any of your responsibilities or obligations hereunder (or your failure to fulfill such obligations). If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Law and the remaining provisions of this Agreement will continue in full force and effect. IronCore will not be held responsible for failure or delay in the performance of any obligation under this Agreement if such failure or delay is beyond its reasonable control. The parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Neither party is an agent of the other and neither party is authorized to make any representation, contract, or commitment on behalf of the other party. No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law. The Platform and other Technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and acknowledges that it has the responsibility to obtain such licenses to export, re-export or import as may be required. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” The parties expressly waive any applications of the U.N. Convention on Contracts for the International Sale of Goods with respect to the performance or interpretations of this Agreement.