Sxope Terms of Use Agreement

This Sxope, Inc. Terms of Use Agreement (the "Agreement") is a binding agreement between you ("Customer" or "you") and Sxope, Inc. ("Company" or "Sxope"). This Agreement governs your use of the Sxope platform and accompanying software, services, applications (including its mobile app) and solutions, (including all related documentation, collectively, the "Solution"). Access, collection or use of any personal or identifying information provided by or on behalf of Customer by the Solution will be handled via and subject to the Sxope Privacy Policy.

BY REGISTERING WITH SXOPE (WHETHER THROUGH ITS WEBSITE, MOBILE APP OR OTHERWISE) FOR THE SOLUTION (OR ANY COMPONENT THEREOF), YOU HEREBY (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT (ON BEHALF OF YOU, YOUR ORGANIZATION AND ANY OF YOUR AUTHORIZED USERS (AS DEFINED), AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT REGISTER OR USE THE SOLUTION.

IN ALL CASES, YOU UNDERSTAND AND ACKNOWLEDGE THAT THIS AGREEMENT AND THE TERMS BELOW LIMIT YOUR RIGHTS AND REMEDIES WITH REGARD TO YOUR ACCESS AND USE OF THE SOLUTION AND ANY ISSUES YOU MAY EXPERIENCE WITH THE SOLUTION.

1. Access and Use.
   1. Provision of Access: Registration. Customer may request and initiate access to and use of the Solution by registering with Sxope, which includes the review and acceptance of this Agreement. Subject to Customer completing registration, acceptance of this Agreement and payment of Fees (as described and defined below), unless Sxope offers limited use and access to Customer to the Solution for a trial period without charge (a "Trial")), Sxope hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11(g)) right to access and use the Solution during the Term (as defined below), solely for use by Customer and its Authorized Users (as defined) in accordance with this Agreement. Such use is limited to Customer's internal use. Sxope shall provide to Customer the necessary access to the Solution for Customer to input passwords and provision network links or connections to allow Customer to access the Solution. For purposes of this Agreement "Authorized User" means any person (including personnel of Customer or personnel of Customer’s partner, vendor or client) who is expressly authorized by Customer to access and use the Solution on Customer’s behalf. Customer is at all times responsible for its and its Authorized Users’ access to and use of the Solution and compliance with this Agreement.
   2. Authorized Users. If Customer has purchased a subscription to the Solution which permits access rights for multiple Authorized Users or such right is granted during a Trial, its designated Authorized Users may be permitted to set up profiles, register, link, or associate with the Customer account, which in each case, will be dependent on such Customer’s account. Customer is and will remain responsible for all use and access by any of its Authorized Users. Customer has full control over and access to its Authorized User’s accounts and profiles and information contained therein, including the right to access, restrict, modify or remove information or content contained therein, and reset passwords, without notification or consent of the applicable Authorized User. Furthermore, if Customer’s access or use is restricted or terminated, whether by Customer or Sxope or otherwise, its Authorized User’s access and use will also be restricted or terminated without notice or consent to or from such Authorized User. Customer Data, as defined below, will be automatically and irretrievably deleted from the Sxope production systems when Customer deletes an Authorized User.
   3. Documentation License. Subject to the terms and conditions contained in this Agreement, Sxope hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solution.
   4. Use Restrictions. Customer shall not use the Solution for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Solution or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Solution or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Solution, in whole or in part; (iv) remove any proprietary notices from the Solution or Documentation; (v) stress test, penetration test, scrape, or otherwise overload or try to circumvent any components or aspects of the Solution or its parameters; or (vi) use the Solution or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, including any governmental regulations, prohibitions, sanctions or laws.
   5. Reservation of Rights. Sxope reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Sxope IP (as defined below) or any components or aspects of the Solution.
   6. Suspension. Notwithstanding anything to the contrary in this Agreement, Sxope may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Solution if: (i) Sxope reasonably determines that (A) there is a threat or attack on any components or aspects of the Sxope Solution; (B) Customer's or any Authorized User's use of any of the components or aspects of the Sxope Solution disrupts or poses a security risk to the Sxope IP or to any other customer or vendor of Sxope; (C) Customer, or any Authorized User, is using the Sxope IP or Solution for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Sxope's determines that its provision of the Solution to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Sxope has suspended or terminated Sxope's access to or use of any third-party services or products required to enable Customer to access the Solution; or (iii) in accordance with Section 4(a)(iii), any such suspension described in subclause (i), (ii), or (iii) above, a "Solution Suspension". Sxope shall use commercially reasonable efforts to provide written notice of any Solution Suspension to Customer and to provide updates regarding resumption of access to the Solution following any Solution Suspension. Sxope shall use commercially reasonable efforts to resume providing access to the Solution as soon as reasonably possible after the event giving rise to the Solution Suspension is cured. Sxope will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Solution Suspension.
   7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Sxope may monitor Customer's use of the Solution and collect and compile data and information related to Customer's use of the Solution that is used by Sxope in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Solution ("Aggregated Statistics"). As between Sxope and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Sxope. Customer acknowledges that Sxope may compile Aggregated Statistics based on information, data, and other content, in any form or medium, that is actually submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User on or through the Solution ("Customer Data"). Customer agrees that Sxope may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
2. Customer Responsibilities.
   1. General. Customer is responsible and liable for all uses of the Solution and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Solution, and shall cause Authorized Users to comply with such provisions.
   2. Customer Data. Customer or its Authorized Users may submit Customer Data, including patient data, patient medical records, or other patient data, for use in connection with the Solution in its sole discretion. Customer understands and agrees that Sxope does not control Customer Data (or the submission thereof) in any manner and submission, access to and use of Customer Data by Customer or its Authorized Users is in Customer’s sole discretion. Customer hereby warrants that Customer has the right to submit, share and use all Customer Data input or submitted to or through the Solution by it or its Authorized Users. Customer further understands and agrees that the Solution may include areas available to the general public, shared areas available to Authorized Users and private areas, and sharing of any Customer Data in these areas of the Solution may result in Customer Data being shared in a public space or forum, no fault to Sxope. All access to, processing, collection or use of personal information pertaining to a Customer or that of its Authorized Users will be managed as described in the Privacy Policy.
   3. Third-Party Products. Sxope may from time to time make third-party products available to Customer. If such access to or use of a third party product is optional to Customer (and not fully integrated into the Sxope services), then Customer’s access to or use of such third party product will be subject to the third party’s own terms and conditions. If Customer does not agree to abide by the applicable terms for any such third-party products, then Customer should not install or use such third-party products.
3. Support. The access rights granted hereunder entitle Customer to the support services during the Term described on Sxope’s website: (https://support.sxope.com/).
4. Fees and Payment.
   1. Fees and Payment. At the time of purchase, Customer must submit a valid form of payment for the payment of the applicable fees for the chosen Solution, as further set forth on Sxope’s website or as otherwise set forth under an agreed invoice ("Invoice") issued by Sxope or its partner ("Fees"), unless Customer is granted the right to try the Solution or components thereof via a Trial. Where applicable, Customer hereby authorizes Sxope or its partner (as applicable) to deduct such fees each month or as otherwise set forth in the Invoice for the access to and use of the Solutions. If Fees are not received when due (whether or not such fees is paid directly by Customer to Sxope or through a third party), without limiting Sxope's other rights and remedies: (i) Sxope may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Sxope for all costs incurred by Sxope in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Sxope may suspend Customer's and its Authorized Users' access to any portion or all of the Solution until such amounts are paid in full. Sxope may permanently delete all Customer’s and Authorized Users data for non-payment from the Solution’s production systems. Any use or access to the Solution during a Trial will be limited to the specified limited period, and in all cases, provided on an As-Is basis without any warranty or guarantee whatsoever.
   2. Changes to Fees. Customer is responsible for all charges associated with use of and access to the Solution. Any currency exchange settlements are based on Customer’s agreement with its payment method provider. Sxope may change the price of the Solution or different features from time to time. However, if a specific time length and rate has been agreed and is set forth in an Invoice, then that rate will remain in force for that specified time. After such time period, and upon at least thirty (30) days prior notification from Sxope of a rate change, the new rate will apply. If Customer does not agree to the rate change, Customer must cancel and stop using the Solution prior to the date that the price change takes effect, otherwise the new rates shall apply going forward.
   3. User Requirement. The Solution is intended as a tool for each designated Authorized User with fees being based on the number of Authorized Users, Members, or other billing units, as applicable. Customer’s or Authorized User’s attempt to or use of the Solution for the benefit of persons who are not designated Authorized Users or in excess of the applicable billing until without paying for such use is not permitted. As a result, in addition to other terms or restrictions which may be described in an Invoice, the following User Requirements apply: Each Authorized User is limited to: (i) one unique email address for one user (who is an Authorized User) during a given time (i.e., accessing or exporting data for non-Authorized Users is not permitted) or (ii) a reasonable number of activities (i.e. progress notes, medical records, calls, notes, etc.) per month, per member or per user (which may differ depending on the use case scenario), or (iii) other criteria of which Sxope (or a partner if applicable) becomes aware which exceeds the general intent of the right to use the Solution in Sxope’s discretion. If Sxope (or a partner if applicable) determines or reasonably suspects violation of these User Requirements has occurred, upon notice to Customer, it has the right to charge for overages at the same rate as Customer is already paying, or to suspend access to and use of the Solution or charge additional fees to Customer for such use.
   4. Taxes. 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 Sxope's income.
5. Confidential Information. 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, that is marked, designated, or otherwise identified as "confidential" at the time of disclosure or within thirty (30) days thereafter (collectively, "Confidential Information"). Notwithstanding anything to the contrary hereunder or otherwise, Confidential Information of Sxope shall at all times include non-public information pertaining to its technology, software, databases, applications and support with regard to its provision of the Solutions. 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. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's personnel 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 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 three 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.
6. Intellectual Property Ownership; Feedback.
   1. Sxope IP. Customer acknowledges that, as between Customer and Sxope, Sxope owns all right, title, and interest, including all intellectual property rights, in and to the Solution(s), the Documentation, and all improvements, extensions, enhancements and derivatives thereto, and any and all materials, technology, tools and intellectual property provided to or made available to or for Customer or any Authorized User in connection with the foregoing ("Sxope IP"). For the avoidance of doubt, Sxope IP includes Aggregated Statistics and any information, data, or other content derived from Sxope's monitoring of access to or use of the Solution, but does not include Customer Data.
   2. Customer Data. Sxope acknowledges that, as between Sxope and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Sxope a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Sxope to provide the Solution to Customer and its Authorized Users.
   3. Feedback. If Customer or an Authorized User or any of Customer’s or its Authorized User’s employees or contractors sends or transmits any communications or materials to Sxope by mail, email, telephone, or otherwise, suggesting or recommending changes to the Sxope IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Sxope is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Sxope on Customer's behalf, and on behalf of its Authorized Users’ and its and their employees, contractors and/or agents, all right, title, and interest in, and Sxope is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Sxope is not required to use any Feedback.
7. Limited Warranty and Warranty Disclaimer.
   1. Performance Warranty. Sxope warrants that it uses commercially reasonable efforts so that the Solution will conform in all material respects to the Documentation when accessed and used in accordance with the Documentation. Sxope does not make any representations or guarantees regarding performance, outcomes, uptime or availability of the Solution.
   2. Warranty Disclaimer. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY HEREIN OR OTHERWISE, SXOPE IP AND SOLUTIONS ARE PROVIDED "AS IS" AND SXOPE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SXOPE 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. SXOPE MAKES NO WARRANTY OF ANY KIND THAT THE SXOPE IP OR SOLUTION, OR ANY PRODUCTS OR RESULTS OF THE ACCESS TO OR USE THEREOF, WILL MEET CUSTOMER'S, AUTHORIZED USERS’ OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SOLUTION, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
8. Indemnification.
   1. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Sxope's option, defend Sxope from and against any losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Sxope or its affiliates, officers, directors, personnel, or agents, resulting from: (i) any third-party claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes, misappropriates or violates such third party's intellectual property or privacy rights, or (ii) any third-party claims based on Customer's or any Authorized User's (a) negligence or willful misconduct; (b) use of the Solution in a manner not authorized by this Agreement; (c) use of the Solution in combination with data, software, hardware, equipment, or technology not provided by Sxope or authorized by Sxope in writing; or (d) modifications to the Solution not made by Sxope, provided that Customer may not settle any third-party claim against Sxope unless Sxope consents to such settlement, and further provided that Sxope 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.
9. Limitations of Liability. IN NO EVENT WILL SXOPE 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 SXOPE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SXOPE'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 FEES PAID TO SXOPE OVER THE SIX (6) MONTH PERIOD JUST PRIOR TO THE BREACH OR EVENT RESULTING IN THE LOSS OR DAMAGE GIVING RISE TO THE CLAIM.
10. Term and Termination.
    1. Term. The term of this Agreement begins on the Effective Date and will continue until, on the earlier to occur of; (i) either party gives the other party written notice of non-renewal of at least thirty (30) days, (ii) as agreed in an Invoice or agreed writing, (iii) if Customer obtains access or the right to use the Solution via a third part and (for example, via a reseller) and such third party’s rights terminate or expire or as otherwise agreed with such third party, or (iv) it is terminated earlier pursuant to this Agreement's express provisions (the "Term").
    2. Termination. In addition to any other express termination right set forth in this Agreement:
       1. Sxope may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Sxope's delivery of written notice thereof; or (B) breaches any of its obligations under Section 6. Sxope may also terminate this Agreement with Customer if Customer is accessing or purchasing the Solution via a third party (for example, a reseller) and the agreement between Sxope and the third party terminates or expires.
       2. 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: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or
       3. either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) 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; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) 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.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Sxope IP and Solution, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Sxope IP and, upon Sxope’s written request, confirm in writing to the Sxope that the Sxope IP has been deleted or destroyed. 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. At Sxope’s discretion, Sxope will irretrievably erase Customer Data from Sxope’s production systems.
    4. Survival. This Section 10(d) and Sections 1 (d through e), 4, 5, 6, 7(b), and 8 through 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
11. Miscellaneous.
    1. Entire Agreement. This Agreement, together with the Privacy Policy, 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.
    2. Notices. 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 Invoice (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), or email (with confirmation of transmission), or first class mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section.
    3. Force Majeure. In no event shall Sxope be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Sxope's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemics, natural disasters, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. 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, (i) 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 (ii) 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.
    5. Severability. 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 shall negotiate in good faith to modify this Agreement so as to effect their original intent 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.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware 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 Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the state of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Notwithstanding anything to the contrary herein or otherwise, Sxope may enforce this Agreement in any court of the world.
    7. Assignment. 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 Sxope. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    8. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules (including all regulations pertaining to sanctions), and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit, restrict or condition the export or re-export of the Solution or any Customer Data outside the US.
    9. US Government Rights. Each of the Documentation and the software components that constitute the Solution is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Solution and Documentation as are granted to all other end users, 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 users and their contractors.
    10. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 5 or may 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 seek 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.
    11. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
    12. Publicity. Either party may refer to and include the name and logo of the other party in lists of customers or vendors, as applicable, and/or for publicity purposes, in accordance with the other party's standard brand guidelines (if and as provided in writing).