Cypris Terms of Service
These Terms of Service constitute an agreement (this "Agreement") between the individual or business entityobtaining the Services (as defined below) (“Customer”) and IP Web, Inc., a Delaware corporation (“Provider”). Provider and Customer maybe referred to herein collectively as the "Parties" or individually as a "Party."
Provider providesa subscription service to which Customer intends to subscribe. This Agreement sets forth the terms pursuantto which you will be permitted access to the Services, and becomes effectiveupon the earlier of your first use of the Services or execution of the ProviderOrder Form. The Parties agree asfollows:
1. Definitions.
(a) "Authorized User" means Customer'semployees, contractors, and agents (i) who are authorized by Customer to accessand use the Services under the rights granted to Customer pursuant to thisAgreement and (ii) for whom access to the Services has been purchased hereunder.
(b) "Customer Data" means, information,data, and other content, in any form or medium, that is transmitted by or onbehalf of Customer or an Authorized User through the Services.
(c) "Documentation" means Provider'suser manuals, handbooks, and guides relating to the Services provided byProvider to Customer either electronically or in hard copy form/end userdocumentation relating to the Services available at cypris.ai.
(d) "Provider IP" means the Services,the Documentation, and any and all intellectual property provided to Customeror any Authorized User in connection with the foregoing. For the avoidance ofdoubt, Provider IP includes any information, data, or other content derivedfrom Provider's monitoring of Customer's access to or use of the Services, butdoes not include Customer Data.
(e) “Provider Order Form” means the Providerorder form signed by Customer when purchasing the Services from Provider.
(f) "Services" means Provider’ssoftware-as-a-service applications and research reporting services delivered byProvider pursuant to the Provider Order Form.
2. Accessand Use.
(a) Provisionof Access. Subject to and conditioned on Customer's payment of Fees andcompliance with the terms and conditions of this Agreement, Provider herebygrants Customer a non-exclusive, non-transferable (except in compliance withSection 12(g)) right to access and use the Services during the Term, solely foruse by Authorized Users in accordance with the terms and conditions herein.Such use is limited to Customer's internal use. Provider shall provide toCustomer the necessary passwords and network links or connections to allowCustomer to access the Services. The total number of Authorized Users will notexceed the number set forth in the Provider Order Form, except as expresslyagreed to in writing by the Parties and subject to any appropriate adjustmentof the Fees payable hereunder.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement,Provider hereby grants to Customer a non-exclusive, non-sublicensable,non-transferable (except in compliance with Section 12(g)) license to use theDocumentation during the Term solely for Customer's internal business purposesin connection with its use of the Services.
(c) Use Restrictions. Customer shall not use the Services for any purposes beyondthe scope of the access granted in this Agreement. Customer shall not at anytime, directly or indirectly, and shall not permit any Authorized Users to: (i)copy, modify, or create derivative works of the Services or Documentation, inwhole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign,distribute, publish, transfer, or otherwise make available the Services orDocumentation; (iii) reverse engineer, disassemble, decompile, decode, adapt,or otherwise attempt to derive or gain access to any software component of theServices, in whole or in part; (iv) remove any proprietary notices from theServices or Documentation; or (v) use the Services or Documentation in anymanner or for any purpose that infringes, misappropriates, or otherwiseviolates any intellectual property right or other right of any person, or thatviolates any applicable law.
(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customerin this Agreement. Except for the limited rights and licenses expressly grantedunder this Agreement, nothing in this Agreement grants, by implication, waiver,estoppel, or otherwise, to Customer or any third party any intellectualproperty rights or other right, title, or interest in or to the Provider IP.
(e) Suspension.Not withstanding anything to the contrary in this Agreement, Provider maytemporarily suspend Customer's and any Authorized User's access to any portionor all of the Services if: (i) Provider reasonably determines that (A) there isa threat or attack on any of the Provider IP; (B) Customer's or any AuthorizedUser's use of the Provider IP disrupts or poses a security risk to the ProviderIP or to any other customer or vendor of Provider; (C) Customer, or anyAuthorized User, is using the Provider IP for fraudulent or illegal activities;(D) subject to applicable law, Customer has ceased to continue its business inthe ordinary course, made an assignment for the benefit of creditors or similardisposition of its assets, or become the subject of any bankruptcy,reorganization, liquidation, dissolution, or similar proceeding; or (E)Provider's provision of the Services to Customer or any Authorized User isprohibited by applicable law; (ii) any vendor of Provider has suspended orterminated Provider's access to or use of any third-party services or productsrequired to enable Customer to access the Services; or (iii) in accordance withSection 5(a)(iii) (any such suspension described in subclause (i), (ii), or(iii), a “Service Suspension”).Provider shall use commercially reasonable efforts to provide written notice ofany Service Suspension to Customer and to provide updates regarding resumptionof access to the Services following any Service Suspension. Provider shall usecommercially reasonable efforts to resume providing access to the Services assoon as reasonably possible after the event giving rise to the ServiceSuspension is cured. Provider will have no liability for any damage,liabilities, losses (including any loss of data or profits), or any otherconsequences that Customer or any Authorized User may incur as a result of aService Suspension.
3. CustomerResponsibilities. Customer isresponsible and liable for all uses of the Services and Documentation resultingfrom access provided by Customer, directly or indirectly, whether such accessor use is permitted by or in violation of this Agreement. Without limiting thegenerality of the foregoing, Customer is responsible for all acts and omissionsof Authorized Users, and any act or omission by an Authorized User that wouldconstitute a breach of this Agreement if taken by Customer will be deemed a breachof this Agreement by Customer. Customer shall use reasonable efforts to makeall Authorized Users aware of this Agreement's provisions as applicable to suchAuthorized User's use of the Services, and shall cause Authorized Users tocomply with such provisions.
4. Feesand Payment.
(a) Fees.Customer shall pay Provider the fees ("Fees") as set forth in the Provider Order Form without offsetor deduction. Customer shall make all payments hereunder in US dollars on orbefore the due date set forth in the Provider Order Form. If Customer fails tomake any payment when due, without limiting Provider's other rights andremedies: (i) Provider may charge interest on the past due amount at the rateof 1.5% per month calculated daily and compounded monthly or, if lower, thehighest rate permitted under applicable law; (ii) Customer shall reimburseProvider for all costs incurred by Provider in collecting any late payments orinterest, including attorneys' fees, court costs, and collection agency fees;and (iii) if such failure continues for 5 days or more, Provider may suspendCustomer's and its Authorized Users' access to any portion or all of theServices until such amounts are paid in full.
(b) Taxes.All Fees and other amounts payable by Customer under this Agreement areexclusive of taxes and similar assessments. Customer is responsible for allsales, use, and excise taxes, and any other similar taxes, duties, and chargesof any kind imposed by any federal, state, or local governmental or regulatoryauthority on any amounts payable by Customer hereunder, other than any taxesimposed on Provider's income.
5. Cypris Research (Also called CyprisInsights or Research Services).
(a) Scopeof Cypris Research: (i) Cypris Research consists of two distinct producttypes, Reports, and Briefs, which are designed to complement our Software as aService (SaaS) offering. (ii) The scope, topics, and specific nature of eachReport or Brief must be mutually discussed and agreed upon by both the Customerand Cypris.
(b) Limitationon Requests: (i) Eligibility for Cypris Research Requests: Only Customerswhose packages include Cypris Research products are eligible to request Reportsand Briefs. (ii) Reports: Eligible Customers are entitled to request a maximumof one (1) Report per calendar month unless otherwise agreed upon in the ProviderOrder Form. (iii) Briefs: Eligible customers are entitled to request a maximumof two (2) Briefs per calendar month unless otherwise agreed upon in the ProviderOrder Form. (iv) Non-Rollover of Unused Product(s): Unused entitlements toReports or Briefs do not roll over to subsequent months. If not utilized withinthe term of their contract and in compliance with these request limitations,they will expire. (v) Exceeding Limits: Requests beyond standard limits requirewritten approval from a dedicated Cypris account manager, contingent on theCypris team's bandwidth and the terms of the Customer's package. (vi) ResearchBriefs and Reports: Research Briefs may not be requested within the 30-dayrenewal window, and Reports may not be requested within the 90-day renewalwindow prior to the contract renewal date, unless expressly agreed upon inwriting by the Cypris team. Approval and fulfillment of these requests arecontingent upon execution of a signed renewal contract.
(c) Delivery Timeline:(i) Delivery timelines for Reports and Briefs depend on the availability andbandwidth of the Cypris team. (ii) Cypris reserves the right to determine thedelivery schedule for these products with an aim to deliver Reports within six(6) weeks and Briefs within one (1) week of the product's scope agreement.(iii) Efforts will be made to meet Customer expectations, but specific deliverydates cannot be guaranteed.
(d) CustomerAcknowledgement. By purchasing Cypris Research products, Customersacknowledge and agree to these terms.
6. ResearchPaper Credits. Cypris may provide research paper credits(“Credits”), valued one-to-one with U.S. Dollars, which may be used solely forpurchasing closed-access research papers through the Service. All Credits arenon-transferable, non-refundable, and may only be redeemed within the Service.
Cypris takes measures to comply with applicable publishercopyright restrictions. All rights and restrictions attached to any unlockedresearch paper are passed through to the client and will be accessible andpresented to the user at the time of purchase. Clients agree to use such papersonly in accordance with the rights granted by the respective publisher.
7. CyprisJournal Connection; OpenAthens Flow-Down Terms. If Customer subscribes toand uses the “Cypris Journal Connection” product, as listed in the applicableProvider Order Form, which enables connection of Customer’s research journalsubscriptions to the Services through the OpenAthens single sign-on (SSO)integration, then Customer acknowledges and agrees that such use is subject to,and Customer shall comply with, the OpenAthens standard flow-down termsavailable at https://www.openathens.net/flow-down-terms/.OpenAthens is a third-party identity and access management provider, and Cyprisoffers this SSO connection in partnership with OpenAthens for the purpose ofenabling journal access. Customer’s use of the Cypris Journal Connectionconstitutes acceptance of such flow-down terms, in addition to this Agreement.
8. ConfidentialInformation. From time to time during the Term, either Party may discloseor make available to the other Party information about its business affairs,products, confidential intellectual property, trade secrets, third-partyconfidential information, and other sensitive or proprietary information,whether orally or in written, electronic, or other form or media/in written orelectronic form or media, and whether or not marked, designated, or otherwiseidentified as "confidential" (collectively, "Confidential Information").Confidential Information does not include information that, at the time ofdisclosure is: (a) in the public domain; (b) known to the receiving Party atthe time of disclosure; (c) rightfully obtained by the receiving Party on anon-confidential basis from a third party; or (d) independently developed bythe receiving Party. The receiving Party shall not disclose the disclosingParty's Confidential Information to any person or entity, except to thereceiving Party's employees who have a need to know the ConfidentialInformation for the receiving Party to exercise its rights or perform itsobligations hereunder. Notwithstanding the foregoing, each Party may discloseConfidential Information to the limited extent required (i) in order to complywith the order of a court or other governmental body, or as otherwise necessaryto comply with applicable law, provided that the Party making the disclosurepursuant to the order shall first have given written notice to the other Partyand made a reasonable effort to obtain a protective order; or (ii) to establisha Party's rights under this Agreement, including to make required courtfilings. On the expiration or termination of the Agreement, the receiving Partyshall promptly return to the disclosing Party all copies, whether in written,electronic, or other form or media, of the disclosing Party's ConfidentialInformation, or destroy all such copies and certify in writing to thedisclosing Party that such Confidential Information has been destroyed. EachParty's obligations of non-disclosure with regard to Confidential Informationare effective as of the Effective Date and will expire five years from the datefirst disclosed to the receiving Party; provided, however, with respect to anyConfidential Information that constitutes a trade secret (as determined underapplicable law), such obligations of non-disclosure will survive thetermination or expiration of this Agreement for as long as such ConfidentialInformation remains subject to trade secret protection under applicable law.
9. IntellectualProperty Ownership; Feedback.
(a) ProviderIP. Customer acknowledges that, as between Customer and Provider, Providerowns all right, title, and interest, including all intellectual propertyrights, in and to the Provider IP.
(b) CustomerData. Provider acknowledges that, as between Provider and Customer,Customer owns all right, title, and interest, including all intellectualproperty rights, in and to the Customer Data.
(c) Feedback.If Customer or any of its employees or contractors sends or transmits anycommunications or materials to Provider by mail, email, telephone, orotherwise, suggesting or recommending changes to the Provider IP, includingwithout limitation, new features or functionality relating thereto, or anycomments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespectiveof any other obligation or limitation between the Parties governing suchFeedback. Customer hereby assigns to Provider on Customer's behalf, and onbehalf of its employees, contractors and/or agents, all right, title, andinterest in, and Provider is free to use, without any attribution orcompensation to any party, any ideas, know-how, concepts, techniques, or otherintellectual property rights contained in the Feedback, for any purposewhatsoever, although Provider is not required to use any Feedback.
10. WarrantyDisclaimer. THE PROVIDER IP ISPROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLYDISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OFDEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THATTHE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEETCUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM,OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, ORERROR FREE.
11. Indemnification.
(a) ProviderIndemnification.
(i) Providershall indemnify, defend, and hold harmless Customer from and against any andall losses, damages, liabilities, costs (including reasonable attorneys' fees)("Losses") incurred byCustomer resulting from any third-party claim, suit, action, or proceeding("Third-Party Claim") thatthe Services, or any use of the Services in accordance with this Agreement,infringes or misappropriates such third party's US patents, copyrights, ortrade secrets, provided that Customer promptly notifies Provider in writing ofthe claim, cooperates with Provider, and allows Provider sole authority tocontrol the defense and settlement of such claim.
(ii) Ifsuch a claim is made or appears possible, Customer agrees to permit Provider,at Provider's sole discretion, to (A) modify or replace the Services, orcomponent or part thereof, to make it non-infringing, or (B) obtain the rightfor Customer to continue use. If Provider determines that neither alternativeis reasonably available, Provider may terminate this Agreement, in its entiretyor with respect to the affected component or part, effective immediately onwritten notice to Customer.
(iii) ThisSection 9(a) will not apply to the extent that the alleged infringement arisesfrom: (A) use of the Services in combination with data, software, hardware,equipment, or technology not provided by Provider or authorized by Provider inwriting; or (B) modifications to the Services not made by Provider.
(b) CustomerIndemnification. Customer shall indemnify, hold harmless, and, atProvider's option, defend Provider from and against any Losses resulting fromany Third-Party Claim based on Customer's or any Authorized User's (i)negligence or willful misconduct; (ii) use of the Services in a manner notauthorized by this Agreement; (iii) use of the Services in combination withdata, software, hardware, equipment, or technology not provided by Provider orauthorized by Provider in writing; or (iv) modifications to the Services notmade by Provider, provided that Customer may not settle any Third-Party Claimagainst Provider unless Provider consents to such settlement, and furtherprovided that Provider will have the right, at its option, to defend itselfagainst any such Third-Party Claim or to participate in the defense thereof bycounsel of its own choice.
(c) SoleRemedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'SSOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMSTHAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANYINTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'SLIABILITY UNDER THIS SECTION 9 EXCEED THE TOTAL AMOUNT PAID TO PROVIDER UNDERTHIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TOTHE CLAIM.
12. Limitationsof Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTIONWITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OFCONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FORANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, ORPUNITIVE 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 BREACHOF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, INEACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCHLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NOEVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THISAGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTALAMOUNT PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIODPRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13. Termand Termination.
(a) Term.The initial term of this Agreement commences on the date provided in theapplicable Provider Order Form and ends on the later of (i) the one-yearanniversary of such commencement date and (ii) the expiration date, if any,stated in the Provider Order Form (the “InitialTerm”). This Agreement willautomatically renew for successive one year renewal terms (each a “Renewal Term” and together with theInitial Term, the “Term”) unlessearlier terminated pursuant to this Agreement's express provisions or eitherParty gives the other Party written notice of non-renewal at least 45 daysprior to the expiration of the Initial Term or the then-current Renewal Term,as applicable.
(b) Termination.In addition to any other express termination right set forth in this Agreement:
(i) Providermay terminate this Agreement, effective on written notice to Customer, ifCustomer: (A) fails to pay any amount when due hereunder, and such failurecontinues more than 5 days after Provider's delivery of written notice thereof;or (B) breaches any of its obligations under Section 2(c) or Section 6;
(ii) eitherParty may terminate this Agreement, effective on written notice to the otherParty, 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 daysafter the non-breaching Party provides the breaching Party with written noticeof such breach; or
(iii) eitherParty may terminate this Agreement, effective immediately upon written noticeto the other Party, if the other Party: (A) becomes insolvent or is generallyunable to pay, or fails to pay, its debts as they become due; (B) files or hasfiled against it, a petition for voluntary or involuntary bankruptcy orotherwise becomes subject, voluntarily or involuntarily, to any proceedingunder any domestic or foreign bankruptcy or insolvency law; (C) makes or seeksto make a general assignment for the benefit of its creditors; or (D) appliesfor or has appointed a receiver, trustee, custodian, or similar agent appointedby order of any court of competent jurisdiction to take charge of or sell anymaterial portion of its property or business.
(c) Effectof Expiration or Termination. Upon expiration or earlier termination ofthis Agreement, Customer shall immediately discontinue use of the Provider IPand, without limiting Customer's obligations under Section 6, Customer shalldelete, destroy, or return all copies of the Provider IP and certify in writingto the Provider that the Provider IP has been deleted or destroyed. Noexpiration or termination will affect Customer's obligation to pay all Feesthat may have become due before such expiration or termination or entitleCustomer to any refund.
(d) Survival.This Section 11(d) and Sections 1, 5, 6, 7, 8, 9, 10, and 12 survive anytermination or expiration of this Agreement. No other provisions of thisAgreement survive the expiration or earlier termination of this Agreement.
14. Miscellaneous.
(a) EntireAgreement. This Agreement, together with any other documents incorporatedherein by reference, constitutes the sole and entire agreement of the Partieswith respect to the subject matter of this Agreement and supersedes all priorand contemporaneous understandings, agreements, and representations andwarranties, both written and oral, with respect to such subject matter. In theevent of any inconsistency between the statements made in the body of thisAgreement and any other documents incorporated herein by reference, thefollowing order of precedence governs: (i) first, this Agreement; and (ii)second, any other documents incorporated herein by reference.
(b) Notices.All notices, requests, consents, claims, demands, waivers, and othercommunications hereunder (each, a "Notice")must be in writing and addressed to the Parties at the addresses set forth onthe first page of this Agreement (or to such other address that may bedesignated by the Party giving Notice from time to time in accordance with thisSection). All Notices must be delivered by personal delivery, nationallyrecognized overnight courier (with all fees prepaid), facsimile or email (withconfirmation of transmission), or certified or registered mail (in each case,return receipt requested, postage prepaid). Except as otherwise provided inthis Agreement, a Notice is effective only: (i) upon receipt by the receivingParty; and (ii) if the Party giving the Notice has complied with therequirements of this Section.
(c) ForceMajeure. In no event shall Provider be liable to Customer, or be deemed tohave breached this Agreement, for any failure or delay in performing itsobligations under this Agreement, if and to the extent such failure or delay iscaused by any circumstances beyond Provider's reasonable control, including butnot limited to acts of God, flood, fire, earthquake, pandemics, epidemics,explosion, war, terrorism, invasion, riot or other civil unrest, strikes, laborstoppages or slowdowns or other industrial disturbances, or passage of law orany action taken by a governmental or public authority, including imposing anembargo or sanctions.
(d) Amendmentand Modification; Waiver. No amendment to or modification of this Agreementis effective unless it is in writing and signed by an authorized representativeof each Party. No waiver by any Party of any of the provisions hereof will beeffective unless explicitly set forth in writing and signed by the Party sowaiving. Except as otherwise set forth in this Agreement, (i) no failure toexercise, or delay in exercising, any rights, remedy, power, or privilegearising from this Agreement will operate or be construed as a waiver thereof,and (ii) no single or partial exercise of any right, remedy, power, orprivilege hereunder will preclude any other or further exercise thereof or theexercise of any other right, remedy, power, or privilege.
(e) Severability.If any provision of this Agreement is invalid, illegal, or unenforceable in anyjurisdiction, such invalidity, illegality, or unenforceability will not affectany other term or provision of this Agreement or invalidate or renderunenforceable such term or provision in any other jurisdiction. Upon suchdetermination that any term or other provision is invalid, illegal, orunenforceable, the Parties shall negotiate in good faith to modify thisAgreement so as to effect their original intent as closely as possible in amutually acceptable manner in order that the transactions contemplated herebybe consummated as originally contemplated to the greatest extent possible.
(f) GoverningLaw; Submission to Jurisdiction. This Agreement is governed by andconstrued in accordance with the internal laws of the State of New York withoutgiving effect to any choice or conflict of law provision or rule that wouldrequire or permit the application of the laws of any jurisdiction other thanthose of the State of New York. Any legal suit, action, or proceeding arisingout of or related to this Agreement or the licenses granted hereunder shall beinstituted exclusively in the federal courts of the United States or the courtsof the State of New York in each case located in the County of New York, andeach Party irrevocably submits to the exclusive jurisdiction of such courts inany such suit, action, or proceeding.
(g) Assignment.Customer may not assign any of its rights or delegate any of its obligationshereunder, in each case whether voluntarily, involuntarily, by operation of lawor otherwise, without the prior written consent of Provider. Any purportedassignment or delegation in violation of this Section will be null and void. Noassignment or delegation will relieve the assigning or delegating Party of anyof its obligations hereunder. This Agreement is binding upon and inures to thebenefit of the Parties and their respective permitted successors and assigns.
(h) ExportRegulation. Customer shall comply with all applicable federal laws,regulations, and rules, and complete all required undertakings (includingobtaining any necessary export license or other governmental approval), thatprohibit or restrict the export or re-export of the Services or any CustomerData outside the US.
(i) USGovernment Rights. Each of the Documentation and the software componentsthat constitute the Services is a "commercial item" as that term isdefined at 48 C.F.R. § 2.101, consisting of "commercial computersoftware" and "commercial computer software documentation" assuch terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is anagency of the US Government or any contractor therefore, Customer only receivesthose rights with respect to the Services and Documentation as are granted toall other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48C.F.R. § 227.7204, with respect to the Department of Defense and theircontractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Governmentusers and their contractors.
(j) EquitableRelief. Each Party acknowledges and agrees that a breach or threatenedbreach by such Party of any of its obligations under Section 6 or, in the caseof Customer, Section 2(c), would cause the other Party irreparable harm forwhich monetary damages would not be an adequate remedy and agrees that, in theevent of such breach or threatened breach, the other Party will be entitled toequitable relief, including a restraining order, an injunction, specificperformance, and any other relief that may be available from any court, withoutany requirement to post a bond or other security, or to prove actual damages orthat monetary damages are not an adequate remedy. Such remedies are notexclusive and are in addition to all other remedies that may be available atlaw, in equity, or otherwise.