Made In A Free World Terms of Use

Last Modified: January 27th, 2017

1 Terms of Use

1.1 Parties. This website is operated by Made In A Free World Inc. (“MIAFW”, “we” or “us”). Our registered address is 708 Montgomery St, San Francisco, CA 94111, USA. We create software applications and platforms available to customers and users on our Websites for the purposes of providing supply chain information and intelligence. Reference to “you” or “your” in these Terms of Use means the entity or individual that has consented to these Terms of Use and our Privacy Policy.

1.2 Websites. Our privacy policy and terms of use (respectively referred to from now on as the “Privacy Policy” and the “Terms of Use”) apply when you visit our Websites (https://madeinafreeworld.com/, http://frdm.biz, or http://slaveryfootprint.org/) and when you use our Slavery Footprint mobile application or hosted on-demand FRDM® Application, including the features, functionalities, software, data, content, templates, videos, graphics, information, materials and services made available on, from, or through the Websites, application, any of our related products and services, and any modifications, upgrades and updates to the foregoing that are generally made available by us to our end users, collectively referred to as our “Websites”.

Please read the Privacy Policy and Terms of Use carefully before you start to use our Websites. By using our Websites, you indicate that you accept the Privacy Policy and Terms of Use and that you agree to abide by them. If you do not agree to them, please refrain from using our Websites.

Reference to “Websites” in these Terms of Use does not include Your Data (as defined in Section ‎‎2.3)

1.3 Authority. If you are accessing or using the Websites on behalf of your employer or as a consultant or agent of a third party (“Your Company”), you represent and warrant that you have the authority to act on behalf of and bind Your Company to these Terms of Use, to use and access and provide Data (as defined below) in connection with the Websites on behalf of Your Company, and any reference to “you” or “your” in these Terms of Use will also include Your Company.

1.4 Acceptance. Unless otherwise agreed to in a separate signed agreement between the parties, your access and use of the Websites are subject to these Terms of Use. Your use of the Websites may also be subject to disclaimers, legal notices, click-through agreements or other legal agreements posted on our websites (“Additional Legal Terms”). These Terms of Use and the applicable Additional Legal Terms form a legally binding agreement between you and us regarding your access and use of the Websites, and together form these “Terms of Use”. By accessing or using the Websites you accept and agree to abide by these Terms of Use. If you do not agree to these Terms of Use, you must not attempt to access or use the Websites.

1.5 Changes and Notices. We reserve the right to make changes to these Terms of Use. We will inform you of any material changes to these Terms of Use in our discretion. The most current version of these Terms of Use can be accessed by clicking the ‘Terms’ link which is located at the bottom our Websites.

2 Use of the Websites

2.1 Access Rights. You may remotely access and use the Websites solely for your own internal business purposes as expressly permitted by and subject to these Terms of Use.

2.2 Age Restrictions. To access and use the Websites, you must be 18 years of age or older. By using the Websites, you represent and warrant that you are 18 years of age and can enter into binding contracts.

2.3 Important Acknowledgments. You acknowledge and agree:

2.3.1 the Websites is provided for informational and guidance purposes only. It is not intended to provide you with legal or other professional advice, including advice regarding compliance with laws or your contracts or relationships with third parties. You should consult the services of a competent professional when you need this type of advice or service;

2.3.2 some of the data, content, statements, text, videos, graphics or information (“Data”) made available via the Websites is based on the Data that you enter into or upload onto the Websites, or that you provide to us separately, such as your company information, policies and spend data (“Your Data”). We are unable to verify Your Data. Therefore, we are not responsible for the consequences if Your Data is inaccurate or incomplete. If you wish to update or delete Your Data, you should first attempt to do so via the Websites. If you are unable to do so, you should contact us and we will use commercially reasonable efforts to action your request. However, you acknowledge that we have no obligation to update or delete any such Data which has already been used pursuant to our rights under Section ‎5.3.3.

2.3.3 we have a right to (without limiting any other rights or remedies we may have): (a) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Websites; (b) terminate or suspend your access to all or part of the Websites for your violation or suspected violation of these Terms of Use (including your failure to fulfill any responsibilities or obligations in these Terms of Use or your breach of any provisions, restrictions, representations or warranties); (c) cooperate with any law enforcement authorities or court order requesting or directing us to disclose your identity or Data; (d) change or discontinue any aspect of the Websites at any time and we will not be liable if for any reason all or any part of the Websites is unavailable; and (e) restrict your access to the Websites;

2.3.4 while we try to ensure that the Data made available via the Websites is accurate, up to date, complete, useful and safe, we are not responsible for the accuracy, currency, completeness, reliability, usefulness, safety, or intellectual property rights of or relating to the Websites. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect to any Data made available via the Websites that is inaccurate, not reliable, not current, misleading or incomplete;

2.3.5 the Websites is not intended to encourage, induce or convince you to breach or terminate any contract that you have with a third party, to disrupt your ability to perform your obligations under that contract or to interfere with any current or prospective relationship that you may have with a third party; and

2.3.6 certain Data, such as any analyses, recommendations, risks or risk profiles made available via the Websites, is based on probability data only, and should not be interpreted as factual statements or professional advice. You should conduct your own due diligence if you seek specific factual information, such as about particular industries or suppliers.

2.4 Third Party Links. The Websites may contain links to external websites (including embedded widgets or other means of access) and Data provided by third parties. We are not responsible for any Data in any linked external website or any third party Data.

3 Your Responsibilities

3.1 Restrictions. When using the Websites, you will not: (a) copy, translate, disassemble, decompile, reverse engineer or otherwise modify the Websites; (b) transmit or make available any Data, file, script, material, service, software or other tangible items that is unlawful, libelous, invasive of another’s privacy right or right of publicity, promotes sexually explicit or pornographic material, violence, or discrimination or is otherwise objectionable, infringes the intellectual property rights or other rights of any person, be likely to deceive or mislead any person, promotes any illegal activity or advocates, promotes or assists any unlawful act; (c) attempt to interfere with the proper working of the Websites, interfere with or disrupt the our software or our systems used to host the Websites, or other equipment or networks connected to the Websites or engage in any other conduct that restricts or interferes with anyone's use of the Websites, or which, as determined by us, may harm us or users of the Websites or expose any of them to liability, such as via use of any robot, spider or other automatic device, process or means to access the Websites for any purpose; (d) use the Websites in the operation of a service bureau, outsourcing or time-sharing service or sublicense, license, sell, lease, rent or otherwise make the Websites available to third parties; (e) circumvent or disclose the user authentication or security of the Websites or any host, network, or account related thereto; (f) access the Websites for the purpose of building a competitive product or service or copying features or user interface; (g) violate any applicable local, state, national, international or foreign law; (h) breach any contract you have with a third party or violate the rights of any third party; (i) use the Websites as the basis (in whole or in part) to breach or terminate any contract you have with a third party, or to make any statement to a third party regarding an industry or supplier referenced in the Websites; (j) send, knowingly receive, upload, download, use or re-use any Data which does not comply with the requirements and restrictions in these Terms of Use; (k) impersonate or attempt to impersonate us or another person; or (l) use any manual process to monitor or copy any part of the Websites or for any other unauthorized purpose.

3.2 Technology. You are responsible for (at your cost) taking all steps required to access and use the Websites, including internet connectivity, provision of a suitable computer, modem, software (including browser) and other access devices, and complying with all compatibility and technical requirements.

3.3 Your Data. You are solely responsible for (at your cost): (a) providing us with access to Data as reasonably required for the proper performance of the Websites and our obligations under these Terms of Use, including ensuring that Your Data (including the content and format) is compatible with the Websites and our technical requirements and promptly following any applicable instructions; (b) ensuring that Your Data is true, genuine, accurate, current and complete and updating Your Data to keep it true, accurate, current and complete; (c) collecting, maintaining and handling Your Data in compliance with all applicable laws (including those relating to data privacy and protection) and contracts that you have with third parties (including contracts which impose confidentiality obligations on you); (d) the consequences of submitting Your Data to us, whether via the Websites or provided to us separately, provided that we comply with our express obligations under these Terms of Use; and (e) ensuring that you have the ongoing authority to provide us Your Data, including authority from Your Company. You represent and warrant that you have received and continue to possess all necessary consents and permissions from all third parties and Your Company (if applicable) to provide Your Data to us (whether via the Websites or otherwise).

3.4 User Credentials. You will maintain commercially reasonable security standards for your use of the Websites. Your user credentials to access the Websites may not be shared or used by any other person. You will notify us immediately of any unauthorized access to or use of your user name, key or password or any other breach of security. We may disable any user name, password or other identifier at any time in our discretion including if, in our opinion, you have violated any provision of these Terms of Use.

4 Payment

4.1 Free Version. If you are granted access under these Terms of Use to a free (no fee) version of the Websites, to the extent permitted by applicable law, you acknowledge and agree that we may cease providing the Websites at any time without notice.

4.2 Payment Terms. Access or use of the Websites may be subject to your payment of certain fees, notified to you from time to time. Unless otherwise agreed by the parties, you will pay us such fees within 30 days of the date of our invoice in accordance with the payment instructions specified in the invoice. Our fees do not include applicable taxes. You are responsible for the payment of all taxes in connection with these Terms of Use including sales, use, excise, value-added, business, goods and services, consumption, withholding and other similar taxes or duties, including taxes incurred on transactions between and among us and third party subcontractors.

5 Intellectual Property

5.1 Websites. We retain all right, title and interest (including all intellectual property rights) in and to the Websites, any other Data we may provide you from time to time, and any improvements, modifications, design contributions or derivative works thereto. You will not obtain any rights in or to the Websites other than as specified in Section ‎2.1 and subject to these Terms of Use.

5.2 Our Other Items. We retain all right, title and interest (including all intellectual property rights) in and to any of the following whether developed by us in the course of performing any services or activities or providing you the Websites under these Terms of Use or independently of these Terms of Use: (a) Data, materials (including reports, documents, studies, software programs, specifications, and algorithms) or other tangible property (including all intellectual property rights embodied therein) which are developed or used by us; (b) any business methods, methodologies, processes, techniques, know-how or other intangible property (including all intellectual property rights) which are developed or used by us; or (c) any derivative works, enhancements and/or modifications to any of the foregoing items (collectively, “Our IP”). You will not obtain any rights in Our IP other than to use Our IP as incorporated into or in conjunction with your use of the Websites, under the same access and use rights and restrictions applicable to the Websites.

5.3 Your Data.

5.3.1 Ownership. You will retain all right, title and interest (including all intellectual property rights) in and to Your Data and any derivative works of and modifications to Your Data, except for any license or other right expressly granted under these Terms of Use. Your Data does not include the Websites or Our IP.

5.3.2 License to Your Data. You hereby grant and agree to grant to us, our subcontractors, agents and personnel a non-exclusive, worldwide, transferable, sublicenseable, royalty-free, fully paid-up license to use, host, display, modify, prepare derivative works of, reproduce, make, have made and import Your Data as reasonably required to provide the Websites and related services to you in accordance with these Terms of Use. and

5.3.3 Anonymized and Aggregate Data. You hereby grant and agree to grant to us, our subcontractors, agents and personnel a non-exclusive, worldwide, transferable, sublicenseable, royalty-free, fully paid-up, perpetual and irrevocable license to use, modify, aggregate, copy, process and display Your Data to derive anonymous Data, provided such Data cannot be used to identify you or your individual users (“Anonymized Data”) for the purposes of combining and incorporating such Anonymous Data with or into other Data available, derived or obtained from other users or otherwise (when so combined or incorporated, “Aggregate Data”). We will be the owner of all right, title and interest in and to the Aggregate Data. You hereby assign and agree to assign all right, title and interest that you may have now or in the future in and to any Aggregate Data. Without limiting the foregoing, you acknowledge that we can use, modify, prepare derivative works of, reproduce, make, have made and import Aggregate Data for any purpose, including for non-commercial and commercial purposes.

5.3.4 Warranty and Indemnity. You warrant that you have the right (including all necessary licenses, rights, consents, and permissions) to provide the rights and assignment in Sections ‎5.3.2 and ‎5.3.3, and that neither Your Data itself, nor its use by us, our subcontractors, agents or personnel as contemplated under these Terms of Use, will violate, infringe or misappropriate any intellectual property rights, confidentiality or privacy rights, or other rights of any third party. You agree to defend, indemnify, and hold us, our subcontractors, agents and personnel harmless from and against all damage, loss, cost, expense or liability incurred by any of them or any claim, action, proceeding or demand made against any of them, however arising and whether present or future, fixed or unascertained, actual or contingent (“Losses or Claims”) arising from or in connection with any breach of the foregoing warranty.

5.4 Confidentiality. Subject to our rights in Sections ‎5.3.2 and ‎5.3.3, we will keep Your Data, to the extent it is reasonably understood by us to be confidential based upon its nature, on a confidential basis and will not share such Data with any third parties, except our personnel, subcontractors or agents on a “need to know” basis. Your Data will not be considered confidential to the extent the information: (a) was previously known to us without an obligation not to disclose such information; (b) was independently developed by or for us without use of Your Data; (c) was acquired by us from a third party which was not, to our knowledge, under an obligation not to disclose such information; or (d) becomes publicly available through no breach of these Terms of Use. We may also make use or make copies of Your Data, notwithstanding its confidentiality, to the extent reasonably necessary for purposes of these Terms of Use. In addition, if we receive a subpoena or other validly issued administrative or judicial process requesting Your Data, we are entitled to comply with the request to the extent permitted by law. You will also keep any information we disclose to you to the extent it is reasonably understood by you to be confidential based upon its nature or to the extent it is marked as confidential (or similar), on a confidential basis and you will not share any such information to any third parties.

5.5 Third Party Products Restrictions and Limitations. "Third Party Products" means any Data, products, methodologies, tools, materials, computer programs, architecture, design specifications, flowcharts, software (including any software, tool, utility or template), intellectual property rights, or other tangible or intangible item that we license or otherwise acquire from a third party. The Websites uses or incorporates various Third Party Products. These Terms of Use do not grant you any rights in or to any Third Party Product. Any Third Party Product will be subject to the terms of the applicable license agreement that governs the use of such product.

5.6 Feedback. You may from time to time submit any feedback, comments, suggestions, questions, ideas, or other information to we relating to the Websites, we Items or any other we product, service, technology, techniques, process or material (“Feedback”). We may in connection with any of our products and/or services freely use, copy, disclose, license, distribute and otherwise exploit such Feedback in any manner.

5.7 Residuals. Nothing in these Terms of Use precludes us from using our general knowledge, skills and experience, and any ideas, concepts, know-how, methodologies, and techniques that we acquire or use in the course of providing the Websites for any purpose.

5.8 Privacy. You agree that we may use and disclose information about you and Your Data in accordance with our privacy policy (as amended by us from time to time), which is available at www.frdm.biz/privacy.

5.9 Infringement Claims/Digital Millennium Copyright Act Notice

5.9.1 If you or a user believes that your copyright, trademark, or other property rights have been infringed by any Data posted on Websites, you or the user should send notification to our designated agent, identified below, immediately. To be effective, this notification should identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work in question; identify the material that you believe may infringe the copyrighted work so-described; provide information sufficient to permit us to contact you, preferably by email; identify the presumed copyright owner of the infringing webpage or other content (a valid email address is preferred); provide information sufficient to enable us to notify the owner or administrator of the material in question, preferably by email; include the statement 'I believe that use of the copyrighted materials described above is not authorized by the copyright owner, its agent, or the law' or the statement 'I attest, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or authorized to act on behalf of the owner of an exclusive right in question'; sign the paper and mail it to our Designated Agent:
Copyright Agent
Made In A Free World
708 Montgomery Street,
San Francisco, CA 94111

5.9.2 You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from the applicable website without liability to you or any other party and that the claims of the complaining party and the party who originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

6 Third Party Claims

6.1 We will defend you against claims brought against you by any third party alleging that your use of the Websites, in accordance with these Terms of Use, constitutes a direct infringement or misappropriation of an issued US patent, any copyright or trade secret rights (“Third Party Claim”). We will pay damages finally awarded against you (or the amount of any settlement we enters into) with respect to such Third Party Claims, and will pay reasonable attorney’s fees in connection with such defense. This obligation will not apply if the alleged infringement or misappropriation results from use of the Websites in conjunction with any other software or service, except for Third Party Products incorporated or embedded into the Websites by us.

6.2 In the event a Third Party Claim is made or in our reasonable opinion is likely to be made, we may, at your sole option and expense: (i) procure for you the right to continue using the Websites under these Terms of Use; or (ii) replace or modify the Websites to be non-infringing. If we provide notice to you that the foregoing options are not reasonably available, we may terminate your access to the Websites without liability to you.

6.3 You will defend, indemnify and hold us and our affiliates, personnel, agents and subcontractors harmless against any Losses or Claims incurred, suffered or brought against any of them by any third party arising from or related to: (a) your breach of these Terms of Use; (b) any act or omission by you which is inconsistent with the rights or permissions granted to you or with your acknowledgments under these Terms of Use (including Section ‎2.3); or (c) Your Data. The foregoing will apply regardless of whether such Loss or Claim is caused by the conduct of you or your users or by the conduct of a third party using your access credentials.

6.4 The obligations under this Section ‎6 are subject to: (a) the party against whom a third party claim is brought timely notifying the other party in writing of any such claim, provided however that a party’s failure to provide or delay in providing such notice will not relieve a party of its obligations under this Section ‎6 except to the extent such failure or delay prejudices the defense; (b) the party who is obligated to defend a claim having the right to fully control the defense of such claim; and (c) the party against whom a third party claim is brought reasonably cooperating in the defense of such claim.

6.5 TO THE EXTENT PERMITTED BY LAW, SECTIONS ‎6.1, ‎6.2 AND ‎6.4 STATE OUR SOLE, EXCLUSIVE, AND ENTIRE LIABILITY TO YOU AND YOUR PERSONNEL, AND YOUR AND YOUR PERSONNEL’S SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH ALL LOSSES OR CLAIMS WITH RESPECT TO THIRD PARTY CLAIMS COVERED UNDER SECTION ‎6.1 AND TO ANY ALLEGATIONS THAT THE WEBSITES, OUR IP OR ANY AGGREGATE DATA HAS INFRINGED OR MISAPPROPRIATED ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.

7 Limitations of Liability and Disclaimer

7.1 No Consequential Damages. TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, RELIANCE OR EXEMPLARY DAMAGES OR FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL, SAVINGS, DATA, BUSINESS OR USE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED OR IS REASONABLY FORESEEABLE.

7.2 Limitation of Liability. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITES IS TO STOP USING THE WEBSITES. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT IN RELATION TO OUR LIABILITY UNDER SECTION ‎6, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ANY LOSSES OR CLAIMS (INCLUDING THIRD PARTY CLAIMS) ARISING FROM OR IN CONNECTION WITH OR RELATING TO THESE TERMS OF USE OR THE WEBSITES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT OR TORT OR OTHERWISE), EXCEED: (A) IF THE WEBSITES IS PROVIDED TO YOU FOR FREE, THEN $100; OR (B) IF THE WEBSITES IS NOT PROVIDED TO YOU FOR FREE, THEN THE AMOUNT PAID BY YOU IN 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM UNDER THESE TERMS OF USE.

7.3 DISCLAIMERS. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE, TO THE EXTENT PERMITTED BY LAW, THE WEBSITES, OUR IP, THIRD PARTY PRODUCTS AND ANY OTHER DATA, SERVICES OR ITEMS PROVIDED BY US ARE PROVIDED ON AN “AS IS” BASIS. USE OR RELIANCE ON THE WEBSITES, THIRD PARTY PRODUCTS, OUR IP OR ANY OTHER DATA, SERVICE OR ITEM WE PROVIDE TO YOU IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY LAW, WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, AND WE, AND OUR AFFILIATES, PERSONNEL, LICENSORS AND SUBCONTRACTORS DISCLAIM ALL SUCH REPRESENTATIONS, WARRANTIES, GUARANTEES AND COVENANTS, WITH RESPECT TO THE WEBSITES, THIRD PARTY PRODUCTS, OUR IP AND ANY OTHER DATA, ITEMS OR SERVICES PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THESE TERMS OF USE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, TITLE, OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

7.4 Third Party Products. Our warranties, obligations and liabilities and your remedies with respect to Third Party Products or any other materials, tangible or intangible, provided by a third party in connection with these Terms of Use will be limited to whatever recourse may be available against the third party provider of such Third Party Products or materials.

7.5 Independent Allocations of Risk. Each provision of these Terms of Use that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages exists for the purpose of allocating the risks of these Terms of Use between the parties and applies notwithstanding the failure of essential purpose of any limited remedy in these Terms of Use.

8 Miscellaneous

8.1 Survival. Sections ‎5 to ‎8 (inclusive) of these Terms of Use will survive any termination of your access rights to the Websites.

8.2 Notices. All notices pursuant to these Terms of Use will be in writing and will be deemed duly given when delivered to us at the address below or to you via the contact details provided when registering for the Websites. Where a written form or notice is required under these Terms of Use, that requirement can be met by facsimile transmission, exchange of letters or other written form, including email. Our contact details:
Made In A Free World
708 Montgomery St
San Francisco, CA 94111

p. 415-398-4111
e. [email protected]

8.3 Independent Contractors. Each party is an independent contractor and not a partner or agent of the other. These Terms of Use will not be interpreted or construed as creating or evidencing any partnership or agency or as imposing any partnership or agency obligation or liability upon either party. Neither party is authorized to, and will not, enter into or incur any agreement, contract, obligation or liability in the name of or otherwise on behalf of the other party.

8.4 No Third Party Beneficiaries. These Terms of Use exist for the benefit of the parties only. The parties do not intend for these Terms of Use to confer any right or benefit on any third party.

8.5 Non-waiver. The delay or failure of either party to insist upon or enforce the other party’s strict performance of any provision of these Terms of Use, or to exercise any right or remedy under these Terms of Use, will not be interpreted or construed as a waiver or relinquishment to any extent of that party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

8.6 Severability. It is the intent of the parties that in case any one or more of the provisions contained in these Terms of Use will be held to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions, and these Terms of Use will be construed as if such invalid or unenforceable provision had never been contained herein.

8.7 Assignment. You may not, without our prior written consent, assign, delegate, pledge or otherwise transfer these Terms of Use, or any of your rights or obligations under these Terms of Use, to any third party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. We may assign these Terms of Use to any of your affiliates or in connection with a sale of assets, shares or stock, merger, consolidation or other change of control. Subject to the foregoing, these Terms of Use will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. We may in our sole discretion subcontract our rights or obligations to third parties.

8.8 Applicable Law and Venue. These Terms of Use will be interpreted, construed and enforced in accordance with the laws of the state of California, U.S.A., without reference to your rules relating to choice of law. To the extent it may be applicable, the parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods (1980) to these Terms of Use. In addition, these Terms of Use will not be governed by any law based in any way upon the Uniform Computer Information Transactions Act (UCITA). All disputes will be subject to the exclusive jurisdiction of the state or federal courts located in the county of San Mateo, California ("Selected Venue") and each party hereby irrevocably and unconditionally consents to personal jurisdiction of the Selected Venue.

8.9 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements, between the parties with respect to the Websites or subject matter of these Terms of Use. Any terms contained in your standard purchase order form or other document issued by you in connection with these Terms of Use will be of no force or effect.

8.10 Interpretation. In these Terms of Use: (a) a reference to these Terms of Use includes any amendment to or replacement of them and any schedule, attachment, appendix, exhibit or annexure to them; (b) the singular includes the plural, and vice versa; (c) "includes", "including", "for example", "such as" and similar terms are not words of limitation; (d) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms of Use or any part of it; (e) words that are gender neutral or gender specific include each gender; (f) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; (g) headings are for reference only and do not affect the meaning or interpretation of these Terms of Use; (h) the words "will" and "shall" are to be given the same meaning as "must" and are intended to create a mandatory obligation; and (i) a reference to: (i) a person includes a natural person, partnership, joint venture, governmental agency, association, corporation or other body corporate; (ii) a thing (including a chose in action or other right) includes a part of that thing; (iii) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced; (iv) an agreement other than these Terms of Use includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and (v) a party includes the party's successors, permitted substitutes and permitted assigns.

9 Country Unique Terms.

If you reside in any territory specified below (the “Local Territory”), this section sets forth specific provisions as well as exceptions to the above terms. To the extent any provision applicable to the Local Territory (the “Local Provision”) set forth below is in conflict with any other term or condition in this agreement, the Local Provision will supersede such other term or condition with respect to any licenses purchased in the Local Territory.

9.1 Australia:
(a) Limitations of Liability and Disclaimer (Section ‎7): The following is added: Nothing in these Terms of Use excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, warranty, term or condition is implied or imposed in relation to these Terms of Use under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a “Non-Excludable Provision”), and we able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at the Supplier's option: (i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

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