1. Acceptance and Changes.
2. Definitions. Whenever capitalized in this Agreement:
“Documentation” means any technical or other specifications or documentation that Leopoly may provide to You online or otherwise for use in connection with the Software.
“End User” means any user of a Model.
“Free Service” means an account selected by You to use the Services on a limited basis described herein without payment of any fee, as Leopoly may offer from time to time.
“Model” means a 3-dimensional digital object developed by You using the Software, including modifications, enhancements, and new versions of the object and any content delivered or made available with the object.
“Paid Service” means an account selected by You to use the Services on a premium basis described herein for the payment of a subscription fee, as Leopoly may offer from time to time.
“Software” means (a) the Leopoly software programs provided as part of the Services selected by You using Leopoly’s ordering function on the Leopoly Site, as Leopoly may offer and thereafter change from time to time, and (b) any Updates hereafter delivered to You.
“Services” means the rights granted to You during the term under this Agreement to access and use the Software and Documentation through a secure Internet connection, including the hosting, management, storage and exporting of Models as permitted in this Agreement. “Services” include Free Services and Paid Services.
“Unsuitable Content” means content or materials of any kind (text, graphics, images, photographs, sounds, etc.) that in Leopoly’s reasonable judgment may be objectionable, for example, materials that may be considered obscene, pornographic, defamatory, or infringing.
“Updates” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Software.
“You” and “Your” means and refers to the person(s) or legal entity using the Services or otherwise exercising rights under this Agreement. If You are entering into this Agreement on behalf of Your company or organization, “You” or “Your” refers to Your company or organization as well.
3. Access Rights and License.
(a) Subject to the terms and conditions of this Agreement, Leopoly will provide You the Services ordered by You on the Leopoly Site. You may access and use the Software only through the Services.
(b) Subject to the terms and conditions of this Agreement, Leopoly hereby grants to You a personal, nonexclusive, nontransferable, nonsublicensable limited license to access and use the Software and Documentation through the Services during the term of this Agreement, to develop, test and revise Models, to use Your Models for Your own internal personal or business use, and to share a link to Your Models with others, subject to the following additional terms:
(1) if You procure the Free Service, then You may not and will not be able to export, distribute or otherwise transfer any Models to another network connection or use any Models in any software application for distribution to others;
(2) if You procure the Paid Service, then in consideration of and subject to the fees paid by You, You may also export, distribute, and transfer an unlimited number of Your Models to other network connections and End Users, and use them in software applications for distribution to others.
(c) In order to use the Services You must provide a technological environment that meets the standard system requirements described on the Leopoly Site. You are responsible for obtaining and maintaining at Your expense all necessary hardware, software, modems, internet connections and other items necessary for You to access and use the Services. Subject to Your provision of the necessary technological environment, Leopoly will provide You access to the Services ordered by You.
(d) If access to the Services is provided through a password protected interface, You agree (1) to use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping Your password and user name confidential and not permitting any third party to access or use You user name, password, or account for the Services; (2) to be solely responsible and liable for all activity conducted through Your account in connection with the Services; and (3) to promptly notify Leopoly if You become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of Your user name, password, or account;
(e) You may not directly or indirectly: (1) sublicense, sell, lease or otherwise transfer the Software or Services; (2) use or permit the use of the Software or Services in the operation of a service bureau for others; (3) modify, copy or make derivative works based on the Software; (4) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Software (except as and only to the extent any such restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software); (5) use the Services to transmit material containing software viruses or other harmful computer code, files, scripts, agents or programs; (6) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (7) attempt to gain or grant to others unauthorized access to the Services, or (8) crawl, scrape, cache or otherwise access any content on the Service via automated means.
(f) Leopoly may extend, enhance, or otherwise modify the Software and Services at any time without notice, but Leopoly has no express or implied obligation to announce or make available any Updates to the Software or Services to anyone in the future. If Updates are made available by Leopoly, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. Leopoly is not obligated to provide any maintenance for the Software or Services. If an Update is made available, it may have APIs, features, services and functionality that are different from those found in the Software licensed hereunder or the Services provided hereunder.
(g) Technical support is only provided to Paid Service holders and is only available via email: firstname.lastname@example.org. The response time will be within 3 business days (Hungarian time) from a support request made.
(a) If You procure the Free Service, then You are not obligated to pay any fee to Leopoly. If You procure the Paid Service, You will pay Leopoly the applicable subscription fees set forth on the Leopoly Site, in accordance with the payment terms there described. Leopoly may change these fees and payment terms and the subscription offerings at any time on a going forward basis, as such changes are made applicable to its similar customers generally, by means of notice on the Leopoly Site, by email, or otherwise. Your continued use of the Services after such changes will constitute Your acceptance of them.
(b) Any overdue payment will accrue interest at a rate of one percent (1%) per month, or the highest rate allowed by applicable law, whichever is lower. If You fail to fully pay any fees on its due date, Leopoly may, at its discretion and without limitation of other remedies, suspend access to the Services until payment is made in full. You will pay all reasonable collection costs, including reasonable attorneys’ fees. All fees are exclusive of taxes and similar fees, all of which You are responsible for, except for taxes based on Leopoly’s income.
(c) Subscriptions for the Services renew automatically, such as monthly or annually (depending on the option chosen when You purchased Your subscription to the Services). You agree that Leopoly may process Your credit card or PayPal account on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day You subscribed to a paid subscription. If Your paid subscription began on a day not contained in a subsequent month (e.g., Your service began on January 30 and there is no February 30), Leopoly will process Your payment on the last day of such month. You may elect to cancel or downgrade Your subscription account at any time by sending an e-mail here: email@example.com. Any cancellation will be effective at the end of the then-current billing period and no credits or refunds will be issued to You for prepaid fees.
5. Unsuitable Content; Leopoly De-Activation Right.
(a) Your Models are subject to the following restrictions:
(1) In developing Models You must at all times comply with the requirements contained in the Software.
(2) You must either own all content contained in Your Models or have permission from the content owner to use it in Your Model.
(3) Models may not contain Unsuitable Content and may not infringe or misappropriate the intellectual property rights of third parties.
(4) Models may not contain any malware, malicious or harmful code, program, or other internal component (e.g. computer viruses, trojan horses, “backdoors”) which could damage, destroy, or adversely affect the Software or any other part of the Services, or other software, firmware, hardware, data, systems, or services.
(b) Without limiting its other rights or remedies, Leopoly may immediately and without notice cease export and distribution of Your Models and/or remove or disable Your access to the Services, in its discretion, if at any time:
(1) Leopoly has been notified or otherwise has reason to believe that a Model violates, misappropriates, or infringes the intellectual property rights of a third party or of Leopoly;
(2) Leopoly has reason to believe that a Model contains malicious or harmful code, malware, programs or other internal components (e.g. software virus);
(3) Leopoly has reason to believe that a Model damages, corrupts, degrades, destroys or otherwise adversely affects the devices it operates on, or any other software, firmware, hardware, data, systems, or networks accessed or used by the Model;
(4) You breach any term or condition of this Agreement;
(5) Any information, document, representation, warranty or certification provided by You to Leopoly is false or inaccurate; or
(6) Leopoly has reason to believe in its discretion that such action is prudent or necessary.
This Agreement is effective until terminated by You at the end of the term as set forth in Section 4(c), or by Leopoly. Your right to access and use the Services will terminate automatically without notice if You fail to comply with any term of this Agreement. Upon termination of this Agreement for any reason, (a) Leopoly will cancel all passwords and cease providing the Services to You; (b) You will stop using the Services and the Software; (c) any payment obligations of You as of the effective date of termination will immediately become due; (d) upon Your request Leopoly will make available to You a database export file of Your Models in its possession. Notwithstanding anything to the contrary in this Agreement, Leopoly will have no obligation to maintain or provide any Models more than 30 days after the termination hereof, and will thereafter, subject to any legal requirements, delete all Models in its systems or otherwise in its possession or control. All provisions which by their nature or their express terms survive termination will continue thereafter until fully performed.
7. Limited Warranty And Remedies
(a) You represent, warrant and covenant to Leopoly that:
(1) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age in many countries) and have the right and authority to enter into this Agreement on Your own behalf, or if You are entering into this Agreement on behalf of Your company or organization, that You have the right and authority to legally bind Your company or organization to the terms and obligations of this Agreement;
(2) You will only use the Software and Services for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations; and
(3) Your Models do not and will not violate, misappropriate, or infringe any Leopoly or third party intellectual property rights (including video rights, photography or image rights, logo rights, or third party data rights for content and materials that may be included in Your Models).
(b) You are responsible for Your use of the Services, for any information You post to the Site, and for any consequences thereof. The Models and other information You submit or display may be able to be viewed by other users of the Services and through third party services and websites. You should only provide Models or information that You are comfortable sharing with others under this Agreement. All content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such content. We may not monitor or control the content posted via the Services and, we cannot take responsibility for such content. Any use or reliance on any content or materials posted via the Services or obtained by You through the Services is at Your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, You may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Leopoly be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
(c) There may be links from the Service, or from communications You receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or Your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables You to share content from the Service or Your content with a third party, which may be publicly posted on that third party’s service or application. Using this functionality typically requires You to login to Your account on the third-party service and You do so at Your own risk. Leopoly does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Leopoly is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at Your sole and absolute discretion and risk, to use applications that connect the Service or Your profile on the Service with a third-party service (each, an “Application”) and such Application may interact with, connect to or gather and/or pull information from and to Your Service profile. By using such Applications, You acknowledge and agree to the following: (i) if You use an Application to share information, You are consenting to information about Your profile on the Service being shared; (ii) Your useof an Application may cause personally identifying information to be publicly disclosed and/or associated with You, even if Leopoly has not itself provided such information; and (iii) Your use of an Application is at Your own option and risk, and You will hold Leopoly and its related parties harmless for activity related to the Application.
(d) Although Leopoly makes commercially reasonable and good faith efforts to maintain the Software, the Software by its nature may contain inaccuracies or errors that could cause failures or loss of Models and data and it may be incomplete. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE, THE SERVICES AND THE LEOPOLY SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SOFTWARE, SERVICES AND LEOPOLY SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LEOPOLY, LEOPOLY’S AGENTS AND LEOPOLY’S DEVELOPERS (COLLECTIVELY REFERRED TO AS " LEOPOLY " FOR THE PURPOSES OF THIS SECTION) HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES AND LEOPOLY SITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LEOPOLY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR SERVICES, THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE OR SERVICES WILL BE COMPATIBLE WITH FUTURE LEOPOLY PRODUCTS, SERVICES OR SOFTWARE, OR THAT ANY MODELS OR INFORMATION STORED OR TRANSMITTED THROUGH ANY SOFTWARE OR SERVICES WILL NOT BE LOST, CORRUPTED OR DAMAGED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LEOPOLY OR A LEOPOLY AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
(e) TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LEOPOLY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE SOFTWARE AND SERVICES, OR YOUR DEVELOPMENT EFFORTS, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF LEOPOLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL LEOPOLY’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF $50.
8. Distribution of Your Models.
(a) You will be solely responsible for, and Leopoly will have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Models and/or the use of those Models by any End User of a Model, including but not limited to: (1) claims of breach of warranty; (2) product liability claims; and (3) claims that any of the Models and/or the End User’s possession or use of those Models infringes the copyright or other intellectual property rights of any party.
(b) If You distribute or otherwise transfer any Models to third parties, any license agreement provided by You to the End User (a “EULA”) must include and may not be inconsistent with the minimum terms and conditions specified below and must comply with all applicable laws. Such EULA is solely between You and the End User and Leopoly will not be responsible for and will not have any liability whatsoever under any EULA. Your EULA must comply with the following:
(1) You and the End User must acknowledge that the EULA is concluded between You and the End User only, and not with Leopoly, and You, not Leopoly, are solely responsible for the Model and the content thereof.
(2) You and the End User must acknowledge that Leopoly has no obligation whatsoever to furnish any maintenance and support services with respect to the Model.
(3) The EULA must provide that, in the event of any failure of the Model to conform to any applicable warranty, Leopoly will have no other warranty obligation whatsoever with respect to the Model, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Your sole responsibility.
(4) You and the End User must acknowledge that, in the event of any third party claim that the Model or the End User’s possession and use of the Model infringes that third party’s intellectual property rights, You, not Leopoly, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
(5) You must state in the EULA Your name and address, and the contact information (telephone number, e-mail address) to which any End User questions, complaints or claims with respect to the Model may be directed.
(6) You and the End User must acknowledge and agree that Leopoly is a third party beneficiary of the EULA, and that, upon the End User’s acceptance of the terms and conditions of the EULA, Leopoly will have the right to enforce the EULA against the End User as a third party beneficiary thereof.
9. Proprietary Rights
(a) The Software contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright. You may not use such proprietary content, information or materials in any way whatsoever except as permitted in this Agreement. You acknowledge that all patents, copyrights, trade secrets, and other proprietary rights in or related to the Software (including any translations or updates thereof) are and will remain the exclusive property of Leopoly or its licensors, whether or not specifically recognized or perfected under any applicable law. You will not take any action that jeopardizes Leopoly’s proprietary rights or acquire any rights in the Software (including any translations or updates thereof), except the limited rights specified in this Agreement. You will not remove, change, or obliterate any copyright, confidential, or proprietary notices incorporated in, marked on, or fixed to the Software by Leopoly. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Leopoly.
(b) You grant Leopoly a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section14(c)) license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index Your Models for the purpose of supporting Your use of the Services and providing Services to You. Subject only to the limited license expressly granted herein and to the extent the Models contain any part of the Leopoly Software, You shall retain all right, title and interest in and to Your Models and all intellectual property rights therein. Nothing in this Agreement will confer on Leopoly any right of ownership or interest in Your Models or the intellectual property rights therein.
(c) Leopoly works with many developers of 3D objects and software and some of their products may be similar to or compete with Your Models. Leopoly may also be developing its own similar or competing Models and products or may decide to do so in the future. To avoid potential misunderstandings, Leopoly cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information or feedback that You may provide in connection with this Agreement or the Services, including information about Your Models (collectively “Developer Disclosures”). You agree that any such Developer Disclosures will be non-confidential. Leopoly will be free to use and disclose any Developer Disclosures on an unrestricted basis without notifying or compensating You. You release Leopoly from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Developer Disclosures.
10. Copyright Complaints
(a) Leopoly respects the intellectual property of others, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, or that Your intellectual property rights have been otherwise violated, You should notify Leopoly of Your infringement claim in accordance with the procedure set forth below.
(1) Leopoly will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to firstname.lastname@example.org (Subject line: “DMCA Takedown Request”). You may also contact us by mail or facsimile at:
Attn: Copyright Complaints
Szentkirályi street 8.
To be effective, the notification must be in writing and contain the following information:
(I) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(II) a description of the copyrighted work or other intellectual property that You claim has been infringed;
(III) a description of where the material that You claim is infringing is located on the Site, with enough detail that we may find it on the Site;
(IV) Your address, telephone number, and email address;
(V) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(VI) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
(b) Counter-Notice. If You believe that Your Models or other content that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner’s agent or pursuant to the law, You may send a counter-notice, made under penalty of perjury, that the below information in Your notice is accurate and providing the following information:
(1) Your physical or electronic signature;
(2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(3) a statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(4) Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court located within Northern District of California and a statement that You will accept service of process from the person who provided notification of the alleged infringement.
(c) If a counter-notice is received by us, Leopoly will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
(d) Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Leopoly has adopted a policy of terminating, in appropriate circumstances and at Leopoly's sole discretion, users who are deemed to be repeat infringers. Leopoly may also at its sole discretion limit access to the Site and the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
11. Availability of the Services.
Leopoly will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) any scheduled system downtime for maintenance or similar purposes, and (b) downtime resulting from the failure of any component or system due to causes beyond Leopoly’s reasonable control, including without limitation, power outages, failure of public network or communications components, failure of hardware, software, modems, Internet connections or other equipment, network intrusions, denial of service attacks, errors or viruses in any Your data or the electronic files or other media on which it is provided, Your loss of computing or data communications capabilities, or unauthorized use or misuse by users or any other third party using any passwords. YOUR SOLE AND EXCLUSIVE REMEDY, AND LEOPOLY’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY SYSTEM DOWNTIME, DAMAGES, OR LOSSES CAUSED THEREBY IS THE PERFORMANCE BY LEOPOLY OF COMMERCIALLY REASONABLE EFFORTS TO RESTORE AVAILABILITY. THIS ALLOCATION OF RISK IS A MATERIAL TERM AND IS REFLECTED IN ANY FEES PAYABLE BY YOU OR THE WAIVER OF FEES IN THIS AGREEMENT.
You agree that Leopoly and its partners, contractors, employees and agents will have no liability whatsoever for any use You make of the Software or Services. You will indemnify and hold harmless Leopoly and its partners, contractors, employees and agents from any claims, damages, losses, liabilities, costs and fees (including reasonable attorneys’ fees) arising from Your use of the Services and the Software as well as from Your failure to comply with any term of this Agreement.
13. Additional Services.
From time to time, Leopoly may provide additional services for You to use in connection with Your Models, including the distribution and marketing of Your Models or the provision of an online marketplace for the distribution of Your models. These additional services may be subject to separate terms, conditions and fees in addition to this Agreement. If You elect to use such services, Your usage will also be subject to those separate terms and conditions. Leopoly makes no representation that such services are or will be appropriate or available for use in any particular location. To the extent You choose to access such services, You do so at Your own initiative and are responsible for compliance with any applicable laws. Certain services made accessible to You may be provided by third parties, and You acknowledge that Leopoly will not have any liability or responsibility to You or any other person (including to any End User) for any third-party services. Leopoly and its developers reserve the right to change, suspend, remove, or disable access to any services at any time. In no event will Leopoly be liable for the removal of or disabling of access to any such services.
(a) This Agreement constitutes the entire agreement of the parties on the subject matter and supersede all prior agreements and understandings. All amendments must be in writing and signed by both parties. No waiver of any breach of this Agreement will constitute a waiver of a subsequent breach. If any provision of this Agreement is held invalid or unenforceable by any authority of competent jurisdiction, the remaining provisions will nevertheless remain valid.
(b) This Agreement will be governed by the laws of the State of California, USA, without reference to its conflicts of laws principles. In performing hereunder each party will comply with applicable law. Disputes arising out of this agreement will be resolved through binding arbitration before one arbitrator in Santa Clara County, California under the Commercial Arbitration Rules of the American Arbitration Association and the laws of the state of California. Costs will be shared equally by the parties. This clause is self-operating and a party may obtain an award if the other party fails to appear at a duly-noticed arbitration hearing. This clause will survive the termination of this Agreement. Notwithstanding the foregoing, any action for injunctive or other equitable relief may be brought in any court of competent jurisdiction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
(c) Leopoly may assign this Agreement to any affiliate or unrelated third party that acquires the means to perform. You may not assign this Agreement without Leopoly’s prior written consent.
(d) You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. By using the Software, You represent and warrant that You are not located in any US-embargoed countries or on the US Treasury Department's list of Specially Designated Nationals or the US Department of Commerce Denied Person's List or Entity List. You also agree that You will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.
(e) The Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.