Developer Agreement
BY (A) CLICKING ON THE “I AGREE TO THE TERMS OF THE APPLICATION DEVELOPER AGREEMENT” CHECKBOX; AND/OR (B) DOWNLOADING OR OTHERWISE USING THE ZOEY CODE (AS DEFINED BELOW), YOU ACKNOWLEDGES AND AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS APPLICATION DEVELOPER AGREEMENT (THE “AGREEMENT”), AND THAT YOU AGREE TO BE BOUND BY ITS PROVISIONS, INCLUDING ALL DOCUMENTS LINKED TO HEREIN. YOU HEREBY CONFIRM THAT YOU HAVE FULL LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ORGANIZATION AND REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION AND ITS AFFILIATES TO THIS AGREEMENT. THE ATTACHMENT (AS DEFINED BELOW) FORMS AN INTEGRAL PART OF THIS AGREEMENT.
- 1. DEFINITIONS.For purposes of this Agreement, capitalized terms shall have the meanings set forth below.
- Application(s): means either New applications or Existing Applications. As used in this Agreement, the term “Applications” collectively refers to (a) software applications, websites or other interfaces for online-stores in various categories, such as marketing, sales, social media, shipping, inventory, accounting, customer service, sales channels, etc; (b) Themes which set the look and feel for online-stores; and (c) payment gateways enabling a payment system for the online-stores.
- Attachment: means an amendment agreed to by you, which amends this Agreement and adds additional terms which apply to your developments, purchases from Zoey and/or revenue sharing.
- Developer: means any person or organization agreeing to the terms of this Agreement, for the purpose of building, designing, improving or migrating Applications, and offering such Application to End-Users of the Zoey Platform.
- End-User: means merchants who are subscribed to the Zoey Platform, and may use Applications as tools for building, designing, improving or sustaining their online-stores.
- Existing Applications: means Applications (extensions) which were developed by Developer prior to this Agreement. Existing Applications utilize the Zoey Code in order to migrate to and/or be offered on the Zoey Platform.
- Intellectual Property Rights: means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not fixed in writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
- New applications: means Applications which are developed by Developer following the acceptance of this Agreement, which are built on the Zoey Code.
- Payment Processor: means a third party payment processor, selected by Zoey, which processes transactions related to this Agreement and collects fees for such service.
- Zoey Code: means (a) Zoey’s proprietary software in its source code form and associated documentation, as well as any updates, upgrades and enhancements thereto, and (b) Third Party Components (as defined below).
- Zoey Platform: means an online marketplace owned and operated by Zoey, which offers, inter alia, Applications to End-Users.
Simple explanation:
You are agreeing to this Agreement when you use our services, or click the “accept” or similar button. This Agreement binds your organization as well, if you agree to it on behalf of your organization. The Attachment (your personal terms with us) is also part of this Agreement.
- 2. LICENSES – Subject to the terms and conditions of this Agreement:
- Zoey Code License. Zoey hereby grants to Developer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the term of this Agreement, to use, modify, make derivative works, or otherwise build on the Zoey Code, solely for the purpose of developing New applications or migrating Existing Applications to the Zoey Platform (the “Purpose”).
- Publishing License. Developer hereby grants to Zoey a royalty-free, fully paid-up, worldwide, transferable, sub-licensable license to (i) publish, distribute, market and make available Applications to End-Users on the Zoey Platform, (ii) copy, operate and test such Applications for the purpose of sub-section (i); and (iii) publicly display Developer’s name and/or Application’s names, trademarks and associated logos in order to enable Zoey to exercise its rights and perform its obligations under this Agreement.
- Mutual Promotion. Each party permits the other party to use its trademark and/or logo (i) in connection with offering the Applications on the Zoey Platform, and (ii) in sales presentations, promotional/marketing materials and press releases or for promotional purposes.
Simple explanation:
During the term of this Agreement, you can use our code to develop applications, themes, or payment gateways (referred to together in this Agreement as “Applications”), or migrate existing ones to our platform. Our code can be used for no other purpose.
In order to help you commercialize your Applications, you are providing us a license to test and offer them on our platform to End-Users, and, to that end, identify your organization and logos.
Each party can use the other party’s names or logos for promotional purposes.
- 3. THE ZOEY CODE
- Use Restrictions. The Developer shall not, without the prior written consent of Zoey, directly or indirectly: (i) use or copy the Zoey Code (or its documentation) for purposes other than the Purpose; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Developer’s rights under this Agreement with or to any third party; (iii) use the Zoey Code (or any part thereof) for the benefit of third parties; (iv) disclose the results of any benchmarking of the Zoey Code, or use such results for Developer’s own competing software development activities, or use the Zoey Code in order to build or support, and/or assist a third party in building or supporting any competitive products or services; or (v) remove or otherwise modify any of Zoey’s trademarks, logos, copyrights or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the Zoey Code or the Zoey Platform.
- Zoey Modifications. Zoey may, at any time, change, revise, amend or modify the Zoey Code or the Zoey Platform. However, in the event of material changes to the Zoey Code or the Zoey Platform which are likely to affect Developer, Zoey will provide Developer with a thirty (30) days advanced notice of such changes.
Simple explanation:
You are not permitted to use our code other than permitted in section 2 (defined above as the “Purpose”). No other commercial use of the code is permitted. You will not disclose our code to others and not assist them to build competitive products. You will respect any proprietary notices provided on or with our code.
If we need to make material changes to our code or to our platform, which may affect your use, we will provide you a 30 days advanced notice. Minor changes may not necessarily be notified.
- 4. THE ZOEY PLATFORM
- Submitting Applications to Zoey. Zoey will support on the Zoey Platform paid Applications with recurring monthly fees. Zoey will also support on the Zoey Platform free Applications. In order to publish and maintain an Application on the Zoey Platform, Developer must (a) submit the Application to Zoey for approval (and, if applicable, list it as a paid Application); (b) share revenues with Zoey in accordance with the section titled “Consideration” below; and (c) maintain terms of service that apply to the installation and use of the Application, and maintain a privacy policy that complies with applicable laws and industry best practices that informs the Application’s End-Users of how it may collect, use or disclose their personal information (collectively, the “TOS”). The TOS of Applications offered on the Zoey Platform to End-Users will contain provisions at least as protective of Zoey as those in this Agreement. The Developer must convey to End-Users the Zoey’s Application Minimum Terms, which are attached hereto as Exhibit A.
- Refusal. Zoey shall have the right, in its sole discretion, to refuse to provide Developer the Zoey Code, or to refuse to publish an Application on the Zoey Platform. Zoey shall have no liability to Developer for such refusals. Without derogating from the foregoing, Zoey shall have the right to limit Developer’s usage of or access to the Zoey Code or the Zoey Platform, in order to prevent negative impacts on the performance of the Zoey Platform and/or its End-Users.
- Distribution Period on the Zoey Platform. The period during which Applications are offered on the Zoey Platform shall be referred to as the “Term”. The Developer will provide a notice of at least sixty (60) days prior to its intended end of the Term. At the end of the Term, the Developer will be required to pay any amounts due to and owing to Zoey. If Zoey reasonably determines that Developer has breached its material obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof, Zoey may remove the Application from the Zoey Platform.
- Developer’s Duties. The Developer hereby represents and warrants that it has obtained all the necessary right, title and interest in and to any software, content, works of authorship, ads or other assets that are included in and/or distributed with its Application. Developer acknowledges that it is solely responsible, and that Zoey has no responsibility or liability of any kind, for the content, development, operation, support and maintenance of the Applications. Without limiting the foregoing, Developer agrees to be solely responsible for (i) the ongoing operation of the Applications; (ii) creating and displaying information and content on, through or within any Applications; (iii) ensuring that the Applications do not violate or infringe the Intellectual Property Rights or privacy rights of any third party; (iv) ensuring that all Applications are not offensive, profane, obscene, libelous or otherwise illegal; (v) ensuring that all Applications do not contain or introduce any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door or other software code or routine that damages, destroys, alters or permits unauthorized access to any software, hardware or data (“Malicious Software”) into the Zoey Platform; (vi) ensuring that all Applications do not contain open source or other free software, the use of which may require disclosure of the Zoey Code or the source code form of the Zoey Platform to any third party; (vii) ensuring that the Zoey Code is not shipped, transferred, exported, or otherwise used in any manner prohibited by applicable laws (including without limitation, export control laws); and (viii) ensuring that any payment gateways are in compliance with applicable terms, guidelines or approval processes required pursuant to any card network rules and applicable laws and regulations. To that end, a Developer of payment gateways (as a company or legal entity) warrants and represents that is shall at all times be certified as compliant with all provisions of the Payment Card Industry Data Security Standard or any other applicable standards applicable to its performance hereunder.
- White Label. At the request of Developer, Zoey may offer Developer’s Applications on a while-label basis. The terms of such operation shall be agreed separately in writing between the parties.
Simple explanation:
If we approve the Application(s), it/they will be offered on our platform. Consideration will be paid according to the section titled “Consideration” and your Attachment. Because the Application is offered on our platform to merchants, it needs to have terms of service which govern the relationship between you and the merchants. Such terms must conform with the requirements of your application.
We can choose not to provide you with our code, or not to publish your Application on our platform, without any liability on our part.
If you want to take-down your Application, you need to provide us with a 60 days notice, so we can made appropriate arrangements (such as looking for alternative solutions). If you fail to perform under this Agreement we may decide to take-down the Application and terminate our business relationship.
You are fully responsible for the Application, its operation and support. Only you will be in contact with merchants in connection with your services. You represent that by using the Applications with Zoey, you will not infringe third party rights to violate applicable laws.
At your request, we may offer, operate and support your Applications on a white-label basis (as if they were ours). Such arrangement will be agreed between us, outside the scope of this Agreement.
- 5. CONSIDERATION
- One-Time Purchases. Consideration for one-time purchases (no recurring monthly fee) of Applications or Themes will be specified in your Attachment.
- Revenue Sharing.
“Themes” means themes and theme elements setting the look and feel for online-stores. “Net Revenues” means revenues generated as a result of subscriptions to the Zoey Platform, Applications or Themes (after deduction of any refunds and required payments to third party service providers, such as Payment Processors).
- Unless explicitly provided otherwise in your Attachment:
Revenue Sharing: Net Revenues will be divided between you and Zoey as follows: i) Zoey Subscriptions and Applications – 80% for Developer and 20% for Zoey; b) Theme purchases – 70% for Developer and 30% for Zoey; c) Revenue disputes will be decided on the basis of Zoey’s records. Zoey may offset against your future payments any fraudulent amounts. Payment Date: Payment are made within thirty (30) of the end of each month. Taxes: You are responsible for all value added, state, local, withholding, and other taxes or other charges applicable to the this Agreement (but not any taxes based on Zoey’s net income). Reports: You will provide Zoey with monthly reports concerning the revenues generated in connection with purchases of Applications or Themes. If applicable, Zoey reserves the right to audit your books and accounts, with at least thirty (30) days prior notice in order to verify adequacy of your reporting. In the case of Audit deficiencies of more than 5% of total Net Revenues, you will also be required to pay reasonable costs and expenses incurred by Zoey in connection with such audit.
- IMPORTANT: ZOEY SHALL HAVE THE RIGHT TO CHANGE THE REVENUE SHARE MECHANISM FROM TIME TO TIME WITH NINETY (90) DAYS PRIOR WRITTEN NOTICE TO THE DEVELOPER. THE NEW PRICES WILL APPLY TO ALL REVENUES GENERATED AFTER THE EFFECTIVE DATE OF THE CHANGE. FOR THE AVOIDANCE OF DOUBT, THE DEVELOPER MAY SET THE PRICES IN ITS APPLICATION AS IT DEEMS FIT.
Simple explanation:
We will split revenues according to this section, unless provided otherwise in your Attachment. Generally, the division is 80/20 for subscriptions and Applications, and 70/30 for Themes. One-time purchase fees will be determined in your Application. We need to see monthly reports of revenues so we can split the net-revenues accurately and fairly (and we may perform audits to that end). Although the consideration between us may be changed from time to time, you have freedom to set the prices of your services directly with merchants.
- 6. INTELLECTUAL PROPERTY
- Ownership. Nothing in this Agreement transfers or assigns to Zoey any of Developer’s Intellectual Property Rights in its Applications (excluding the Zoey Code embedded therein) or Developer’s other technology, and nothing in this Agreement transfers or assigns to Developer any of Zoey’s Intellectual Property Rights in the Zoey Platform, the Zoey Code or Zoey’s other technology. Zoey may perpetually use feedback in order to improve its products or services. Nothing in this Agreement constitutes a waiver of a party’s Intellectual Property Rights under any law.
- Analytics Information. Anonymous information which is derived from the use of the Zoey Code or the Zoey Platform (i.e., non-identifiable information, aggregated and analytics information) is exclusively owned by Zoey, and may be used, inter alia, in order to provide and improve Zoey’s products and services and for any legitimate business purposes.
- Third Party Software. The Zoey Code may use or incorporate third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the applicable Third Party Component. Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by their third party licensors. A list of Third Party Components used in the Zoey Code is available on demand and will be updated from time to time. With respect to licenses of Third Party Components that require the provision of the open source code of such Components, Zoey will provide, upon request, during a period set forth by each such license, for a charge of no more than its cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. Requests are to be forwarded to legal@zoey.com.
- Protection of Rights. The Developer shall cooperate fully with Zoey in protecting the rights of Zoey in the Zoey Platform, the Zoey Code or Zoey’s other technology used in the scope of this Agreement, and the Confidential Information of Zoey. Without limiting the foregoing, the Developer agrees to notify Zoey promptly in the event that the Developer becomes aware of any infringement of such rights. Zoey shall exclusively have the right, in its sole discretion, to prosecute lawsuits against any party for infringement of the rights of Zoey in the Products and its Confidential Information. The Developer agrees to fully cooperate with Zoey, at the expense of Zoey, in the prosecution of any such suit.
Simple explanation:
Our code and our platform are owned by us, and the Applications are owned by you. We can use analytics and metadata for any purposes. Our code may include software of third parties, and the terms of such third party software apply to your use of such software (e.g. copyright acknowledgments or other requirements). We will provide you with a list of such third party software on demand. You will notify us if you become aware of the unauthorized use of our code or platform or any breach of our intellectual property.
- 7. CONFIDENTIALITY
- Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). A receiving party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the disclosing party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the party who disclosed it. For the avoidance of doubt, the Zoey Code shall be considered as Confidential Information under this Agreement.
Simple explanation:
If we exchange confidential information (e.g. sensitive business information), the recipient will ensure its confidentiality.
- 8. DISCLAIMER OF WARRANTIES
- ALL ASPECTS OF THE ZOEY CODE AND THE ZOEY PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, ZOEY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DEVELOPER ACKNOWLEDGES THAT ZOEY DOES NOT WARRANT THAT THE ZOEY CODE OR THE ZOEY PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR ACCURATE, THAT ANY DEFECTS WILL BE CORRECTED, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
Simple explanation:
Our code and platform are provided “as-is”. Even though we make efforts to ensure smooth operation, our code or platform may have bugs, errors or other interruptions.
- 9. LIMITATION OF LIABILITY
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL ZOEY, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO DEVELOPER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY DEVELOPER OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER ZOEY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ZOEY’S AGGREGATE LIABILITY TO DEVELOPER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, SHALL IN NO EVENT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ZOEY PURSUANT TO THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Simple explanation:
We are not responsible for indirect or consequential damages (such as lost profits, lost sales or other business interruptions).
- 10. INDEMNIFICATION
- Developer will indemnify and hold harmless Zoey, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, and partners, from and against any and all claims, liabilities, damages (actual and consequential), losses and reasonable expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to (i) Developer’s breach of any representation, warranty or obligation under this Agreement; (ii) the Developer’s gross negligence or willful misconduct; (iii) any warranties, conditions, representations, indemnities or guarantees granted by the Developer to any End-User and/or to any third parties who are using the Applications; (iv) the Application’s infringement or misappropriation of third party Intellectual Property Rights or privacy rights; (v) Developer’s breach of any representation, warranty or obligation under its own TOS; (vi) Developer’s performance, non-performance, or improper performance of the Applications; and (vii) Developer’s contractual or non-contractual relationship with the End-Users.
Simple explanation:
If in connection with this Agreement, your acts or omissions cause damages or expenses to third parties (such as merchants or owners of intellectual property), and such third parties make demands or claim to us, we are not responsible for then, and only you will be required to pay such damages or expenses.
- 11. TERM AND TERMINATION
- Term and Termination. This Agreement remains in effect as long as (A) the Developer’s Applications are offered on the Zoey Platform, or (B) as long as the Developer’s private Application is hosted by Zoey and provided to an End-User. However, this Agreement may be terminated earlier: i) in accordance with the section titled “Distribution Period on the Zoey Platform”, or; ii) in the event that the Developer becomes insolvent, or upon the filing by or against it of a petition in bankruptcy or reorganization, or upon the filing of a request for the appointment of a trustee, liquidator or receiver for the Developer, or upon an assignment for the benefit of creditors by the Developer, or such similar action, should said event continue for a period of sixty (60) days.
- Effect of Termination. Upon termination of the Term or this Agreement, for any reason, (a) any amounts due and owing to Zoey prior to such termination will be due and payable by Developer, (b) (i) if the Application is still used by End-Users, consideration will continue to apply in accordance with the Attachment, or (ii) if the Application is discontinued and no longer used by End-Users, no consideration will be paid to either party, (c) the licenses granted hereunder to Developer shall immediately expire , (d) each receiving party shall cease using, and either return to disclosing party, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in the receiving party’s possession, and shall certify in writing upon disclosing party’s request that such actions have occurred. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.
Simple explanation:
Generally, the Agreement continues as long as you offer Application to end-users on our platform, but in some occasions it can be terminated earlier (e.g. your uncured breach of this Agreement, bankruptcy, etc.). At the end of our relations, you will pay us all due amounts. If your Applications are still used by end-users after they were taken-down, the revenue share mechanism between will continue to apply until the end of such use.
- 12. AMENDMENT TO THIS AGREEMENT
- Zoey may, at its sole discretion, change the terms of this Agreement from time to time or other policies incorporated hereto, so please re-visit this page frequently. In case of any material changes to the Agreement, Zoey will make reasonable efforts to provide a clear notice on the Zoey Platform or email the Developer a notice of such changes. Such material changes will take effect thirty (30) days after such notice was provided on the Zoey Platform or by email, whichever is earlier. Otherwise, all other changes to this Agreement are effective as of the date indicated as “Last Revised” and the continued use of Zoey Code and/or activity on the Zoey Platform after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. If the Agreement is amended to comply with legal requirements, the amendments may take effect immediately, or as required by the law and without prior notice.
Simple explanation:
This Agreement may update periodically so please revisit the terms every once in a while. Material changes will be published on our platform or emailed to you, and will become effective 30 days thereafter. Immaterial changes to the Agreement are effective as of the date indicated as “Last Revised”.
- 13. GENERAL
- It is expressly agreed that the parties are acting hereunder as independent contractors. This Agreement, including any exhibits attached hereto, constitutes the full and entire understanding and agreements between the parties with respect to the subject matter hereof and supersedes any previous agreements and undertakings between them. No failure, delay or forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either party of any of the terms or conditions hereof. If any provision hereof is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall be of full force and effect and unimpaired, and the parties agree to substitute for such invalid or unenforceable provision a valid enforceable provision which most closely approximates the intent and effect of the invalid or unenforceable provision. Notices given under this Agreement may be delivered by personal/courier delivery, facsimile or e-mail. Notices delivered personally or by courier shall be deemed given upon delivery. Notices by facsimile or e-mail shall be deemed given upon the receiving party’s confirmation of receipt. This Agreement shall be governed by and construed under the laws of the State of New York, without reference to principles relating to conflict of laws. The competent courts of the State of New York shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
- Neither party may assign any of its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other. Notwithstanding the foregoing, each party may assign this Agreement without obtaining the consent of the other party (A) to any of its affiliates; or (B) in connection with a merger, reorganization, consolidation, change in control or sale of all, or substantially all, of that party’s assets.
