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End User Agreement

PLEASE READ THIS END USER AGREEMENT (“USER AGREEMENT”) CAREFULLY BEFORE SUBSCRIBING TO, ACCESSING OR USING THE AUTOMATIC SCRIPT PRODUCT OR ANY UPDATES, MODIFICATIONS OR ENHANCEMENTS TO THE AUTOMATIC SCRIPT PRODUCT (ANY OR ALL OF THE FOREGOING, THE “SOFTWARE”). BY SUBSCRIBING TO, ACCESSING OR USING THE SOFTWARE, YOU ARE ENTERING INTO A CONTRACT AND AGREEING TO BE BOUND BY THE TERMS OF THIS USER AGREEMENT. YOU AGREE THIS IS A CONTRACT BETWEEN YOU AND BRYXEN, INC., THE PROVIDER OF THE SOFTWARE OR ITS SUCCESSOR (THE “COMPANY” OR “WE”).

IF YOU DO NOT AGREE TO THE TERMS OF THIS USER AGREEMENT, DO NOT SUBSCRIBE TO, ACCESS OR USE THE SOFTWARE.

COMPANY MAY MODIFY OR AMEND THE TERMS OF THIS USER AGREEMENT BY POSTING A COPY OF THE MODIFIED OR AMENDED USER AGREEMENT ON THE COMPANY SOFTWARE WEBSITE. YOU WILL BE DEEMED TO HAVE AGREED TO SUCH MODIFICATION OR AMENDMENT BY YOUR DECISION TO CONTINUE USING THE SOFTWARE FOLLOWING THE DATE IN WHICH THE MODIFIED OR AMENDED USER AGREEMENT IS POSTED ON THE COMPANY SOFTWARE WEBSITE IN THE END USER AGREEMENT LINK. PLEASE CHECK FREQUENTLY FOR UPDATES TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY UPDATED TERMS, (i) YOU MUST NOTIFY THE COMPANY AT [email protected] WITHIN THREE (3) DAYS FROM THE POSTING DATE, (ii) YOU MUST STOP USING THE SOFTWARE PERMANENTLY, AND (iii) YOUR SUBSCRIPTION WILL TERMINATE.

REFERENCES TO “YOU”, “YOUR” AND VARIATIONS OF IT REFER TO EACH PERSON DOWNLOADING OR USING THE SOFTWARE. EACH INDIVIDUAL USER REQUIRES A SEPARATE USER AGREEMENT TO ACCESS AND USE THE SOFTWARE. IF YOU ARE SUBSCRIBING TO THE SOFTWARE ON BEHALF OF YOUR COMPANY OR BUSINESS ENTITY, “YOU” ALSO REFERS TO SUCH ENTITY OR BUSINESS, AND YOU WARRANT YOU HAVE AUTHORITY TO BIND THE ENTITY OR BUSINESS TO THIS USER AGREEMENT.

1. General

Conditioned on your payment of the applicable subscription or licensee fees, access to the Software is licensed to You (whether on a software-as-a-service basis or for download to Your desktop) for use only in accordance with the terms and conditions of this User Agreement, our Terms of Use & Sale, Privacy Policy, and any license or usage rules and restrictions established by any other third party and vendors who provide software, content or other property that we provide to You for use with the Software (“Third-party Usage Rules”), which are incorporated herein by this reference. Please note the Terms of Use & Sale include a mandatory arbitration provision that applies to this User Agreement.

2. Rights Granted and Restrictions on Use
i. Limited License Grant

Subject to your payment of the applicable subscription or licensee fees and compliance with the other terms of this User Agreement, Company grants You during the subscription term a personal, revocable, non-exclusive, non-transferable, limited right for You to access and use the Software on a computing device owned and controlled by You (“Device”), for You to input or upload the business information in the templates made available by the Software as expressly permitted by Company to generate potential draft sales and marketing copy, scripts, slides, ads and messages (“Content”) strictly in accordance with the terms and conditions of this User Agreement, the Third-Party Usage Rules and any agreement associated with Your Device. The use of the Software is subject to any storage, bandwidth, video and user limits that are part of Your subscription from time to time, as identified in the Automatic Script website.

You may access the Software from multiple Devices but You must access and use the Software only from one Device at any time. You cannot access or use the Software from multiple Devices at the same time.

You can only use the Software to store and manage Content for Your own personal use or Your business’ use (including for You to generate draft Content that You may use to create materials for others in Your capacity as an agency or online marketer) but You cannot resell or sublicense the access or use of the Software to any other person or business, or make any warranty or commitment to any third party on behalf of the Company. Third parties will need to obtain their own Software subscription and license from the Company if they would like to use the Software to generate and work on any content.

You must not give a copy of or access to the Software to others or incorporate any part of the Software in any other software, product or service. Your subscription to and password for the Software is personal to You and must not be shared by various users or used for the benefit of other persons or companies.

You are responsible for any activities or use or misuse of the Software and Content that takes place through Your passwords or account or from the systems or networks You use. You agree to use reasonable efforts to prevent any unauthorized access to, or use of, the Software and Content and, in the event of any suspected unauthorized access or use, You agree to promptly notify Company and provide reasonable cooperation in the mitigation and resolution of the matter. Company may audit or monitor the use under this Agreement to determine compliance with this Agreement.

ii. Your Responsibility for Content and Its Use

You agree that You are solely and exclusively responsible for (i) the Content and its use and distribution, (ii) determining whether the Content generated by the Software is suitable for Your proposed uses or communications, and (iii) ensuring compliance with any and all laws and regulations anywhere that apply to the use, display and distribution of the Content or any modified versions you create, including without, limitation, laws and regulations regarding the use of email, text and other communications, intellectual property rights, or applicable to the marketing, advertising or sale of products or services. The Software does not guarantee or determine whether the Content or its use is legally-compliant and Company is not providing legal advice in that regard.

You must obtain at Your expense all necessary rights and licenses from third parties for any and all elements of the information You provide us or the Content that are not your original work, including, without limitation, for any copying, modification, adaptation, performance, distribution and display of any such information or Content. The Company does not make any warranty with respect to the need for third-party rights or any compliance with applicable laws and regulations with respect to Your submission of information to us, the generation of the Content by the Software, or the use and distribution of Content and disclaims all liability with respect to Your Content and the information you provided to us to generate the Content. You are solely responsible for the accuracy and legality of the Content and its use.

As a condition to the rights granted to You to use the Software, You warrant to Company that You have all necessary rights and authority to any and all information You provide to us and to the generated Content and that You are solely and exclusively responsible for any liability or claims resulting from the information provided, the Content and its use, or from the products and services depicted therein, and will ensure and warrant that Your use of such Content is lawful and complies at all times with all applicable laws.

You grant Company the right to copy, access, process, transfer and use the Content in order to make available the Software and related services to You.

We reserve the right to suspend or terminate Your access and use of the Software and may without liability to You delete from the Software the relevant Content or your underlying information, or any part thereof, if we receive third-party demands or allegations challenging Your rights to any of the information or Content or alleging the Content or the underlying information infringes or misappropriates any intellectual property right or violates other laws and regulations. You are solely and exclusively responsible for resolving those claims and allegations at Your cost. If you provide us written documentation that it has been satisfactorily resolved and we agree with that determination, we will, if You request, reactivate Your subscription for the remaining unexpired term You have paid for.

You must immediately remove or ask us to remove from the Software and our service all Content that You know or reasonably believe infringes or misappropriates the intellectual property rights of a third party or violates applicable laws or regulations.

This Section survives termination or expiration of this User Agreement.

iii. Restrictions on Use

You agree to use the Software strictly in accordance with the terms of this User Agreement and not to:

(a) make any modification, adaptation, improvement, enhancement, translation or derivative work from or to the Software;
(b) violate any applicable laws, rules or regulations in connection with Your access or use of the Software or the Content;
(c) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) or license terms file of Company or its affiliates, partners, suppliers or the licensors of any component of the Software;
(d) upload to or stream from the Software any Content that infringes or misappropriates the intellectual property or other rights of third-parties, or use the Software for purposes for which it is not designed or intended;
(e) attempt to access or use the content of other users of the Software;
(f) distribute the Software to third-parties, resell the Software or display the Software publicly;
(g) make the Software available over a network or other environment permitting access or use by multiple Devices or users at the same time;
(h) use or reference the Software for creating another product, service or software, including without limitation, a software, service or product that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Company;
(i) use the Software to send automated or unlawful queries to any website or to send any unsolicited or illegal commercial email or other messages;
(j) attempt to obtain unauthorized access to the Software or its infrastructure, or interfere with or disrupt their integrity or performance;
(k) conduct load, vulnerability, penetration or other testing activities against the Software;
(l) use the Software to store or process any data that is subject to export control or for which You have not obtained necessary consents and authorizations;
(m) introduce viruses or other malware or disabling code into the Software or the Content or the systems hosting them;
(n) use bots or other automated methods to access the Software or crawl, scape or use spiders on any Company website, the Software or the Content; or
(o) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Software.

This Section survives termination or expiration of this User Agreement.

iv. Restriction on Assignment, Sublicense and Transfer

You cannot rent, lease, lend, sublicense, assign or transfer the Software, this User Agreement or any of the rights granted hereunder, except with the express prior written consent of the Company in Company’s sole and exclusive discretion. Any attempted rental, lease, lending, sublicensing, assignment or transfer in contravention of this provision shall be null and void and of no force or effect and is grounds for early termination of Your subscription.

This Section survives termination or expiration of this User Agreement.

3. Term and Termination
i. Term

This User Agreement will be in effect for the period of time to which You subscribed and have paid for (including renewals of the subscriptions), subject to early termination as provided in this User Agreement or in the Terms of Use & Sale, and subject to the provisions that survive termination. If You are on a payment plan, this User Agreement shall terminate at the end of the Term or if You fail to make a payment when due. Fees paid for Your subscription are non-refundable once any applicable “money back” period expires or upon payment of the subscription fee, whichever is later.

ii. Termination

Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this User Agreement and the subscription rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this User Agreement, then this User Agreement and any rights afforded to You hereunder shall terminate automatically, without a requirement of any notice or other action by Company. Upon termination of this User Agreement, You must permanently cease all access and use of the Software, and delete all copies of the Software. This Section survives termination or expiration of this User Agreement.

You may terminate this User Agreement at any time by providing written notice to us at [email protected]

4. Third-Party Usage Rules

The Software may utilize or include third party software, code and files that are subject to open source or third par ty license terms and restrictions (“Third Party Software”). You acknowledge and agree that Your right to access and use such Third Party Software as part of the Software is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms, restrictions and disclaimers contained therein. In the event of a conflict between the terms of this User Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software. In no event shall the Software or components thereof not provided to the public under third-party open source licenses be deemed to be “open source” or “publicly available” software.

The Company does not make any warranty whatsoever regarding any Third Party Software, or whether there are sufficient intellectual property rights for You to use any of it in connection with the Software or the Content. Any claims regarding Third Party Software are solely between You and any applicable third party licensor or intellectual property owner, and Company disclaims all liability for it.

Please review and comply with the Open Source Licenses terms. Check this link regularly as we will post there any updated or new open source license terms that apply to components of the Software. Contact us if you need more information on where to access the applicable open source licenses or download the original open source code. The applicable open source licenses may give you rights to modify and distribute the original open source code as may be expressly stated in the applicable open source license. Nothing herein limits the rights available to You under applicable open source licenses.

The third-party licensors reserve all right and title in and to their licensed works, including all intellectual property rights, subject only to the limited licensed rights granted to You in this User Agreement or the applicable third-party end user license agreement. You warrant to comply with the applicable terms, only use third-party property accessible through the Software in connection with Your use of the Software under this User Agreement, and agree not to claim ownership of any such third-party property.

This Section survives termination or expiration of this User Agreement.

5. Intellectual Property Rights

You own the Content you input in the Software and any specific sales copy, ad or communications that You create from using the Software, and we will not claim any rights to it. When the User Agreement ends or Your rights are suspended, You have the right to download a copy of Your Content within five (5) days of the termination or suspension date. After five days from any termination or if a suspension continues for more than thirty (30) days, Company has the right to delete and purge Your Content from the Software and the related systems. It is Your responsibility to download a copy and otherwise ensure that You have a copy of Your Content before we delete it.

You acknowledge and agree that the Software, the language library, templates and content suggestions used by the Software, the Content-generating engine, all documentation and materials provided to You as part of the subscription, and all copyrights, patent rights, trademarks, trade secrets and other intellectual property rights associated therewith are (except for Third Party Software), and shall remain, the sole and exclusive property of Company. You further acknowledge and agree that the source and object code of the Software, Software documentation, and the format, directories, queries, algorithms, structure and organization of the Software are the intellectual property and proprietary and confidential information of Company and its affiliates, licensors and suppliers, as applicable. The Software may suggest or generate content for others that is the same or similar to Your Content or Your results from using the Software.

Except as expressly stated in this User Agreement and the applicable open source and other third-party licenses, You are not granted any intellectual property rights in or to the Software by implication, estoppel or other legal theory, and all rights in and to the Software not expressly granted in this User Agreement are hereby reserved and retained by Company. The ownership of the Third-Party Software is retained by their respective licensors.

The Company retains all rights and title in and to its and its product trademarks, names and logos. You are not authorized to use the Company trademarks, names and logos in any advertising, publicity or in any other manner without the prior written consent of Company, in its sole and exclusive discretion.

This Section survives termination or expiration of this User Agreement.

6. Indemnification

To the fullest extent permitted by applicable law, You agree to indemnify, defend and hold harmless Company and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, liability, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys) arising out of, related to or in connection with the following: (i) Your Content and any versions or derivative works of it You Create; (ii) access to or use of the Software or Third-Party Software by You or using your password and access credentials; (iii) Your breach of this User Agreement or Your or Your Content’s violation of any law or regulation, including for example those relating to marketing, advertising or sale of products or services or use of email, text or other communications; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party, including the infringement by You of any intellectual property or misappropriation of any right of any person or entity.

This Section survives termination or expiration of this User Agreement.

7. Other Claims

You acknowledge that You (not Company) are solely and exclusively responsible for addressing any third party claims relating to Your access or use of the Software, and You agree to notify Company of any written third party claims relating to the Software or Your Content stored on the Software of which You become aware. Furthermore, to the fullest extent permitted by law, You hereby release Company from any liability resulting from Your access or use of the Software, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.

This Section survives termination or expiration of this User Agreement.

8. Consent to Use Information

You must not provide or transfer to Company or upload to the Software any personal data of Yourself or any other individual or identifiable to a household unless You have secured all necessary consents and authorizations and You have complied with all applicable laws with respect thereto.

You hereby consent to Company’s (directly or through its affiliates and contractors) collection, transfer to the United States and processing, storing and accessing of any personal and household data You submit to us either during registration or in connection with the access or use of the Software, for purposes of providing the Software and related services and as noted below.

Company has the right, but not the obligation, to conduct analysis, benchmarking and data aggregation with respect to all usage of and content in the Software for purposes of improving the Software and developing, using and making available to others new products and services and data, provided the latter will not individually identify You. The results of any such efforts and all aggregated or de-identified data shall be the sole and exclusive property of Company.

You hereby authorize and consent to the collection, storage and use, by Company and its affiliates, partners and agents, of any information and data related to or derived from Your use of the Software, and any information or data that You provide to Company and its affiliates, partners and licensors (“Information”). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information or data, in an aggregate (not user level) form: search requests, patterns, data and suggestions based on user actions, types of content stored, and usage. Notwithstanding the foregoing, You shall not provide or disclose, and the Information shall not include, any information or data that is personally identifiable to You except only to the extent required for registration to the Software. The Information will be treated as being non-confidential and nonproprietary, and Company assumes no obligation to protect confidential or proprietary information (other than personally identifiable information, as set forth in our Privacy Policy) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. Company will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such information. This Section survives termination or expiration of this User Agreement.

9. Third Party Content and Services

The Software may from time to time permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”). We are not liable for any such Third Party Content and Services, and the applicable third parties are solely responsible for them. You acknowledge that Company does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites available through the Software). Your access to and use of the Third Party Content and Services is at Your sole discretion and risk, and Company and its affiliates, partners, suppliers and licensors shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Content and Services. Company disclaims any representation, warranty or legal duty regarding the Third Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third Party Content and Services.

Your access to and use of the Third Party Content and Services and any correspondence or business dealings between You and any third party using the Software are governed by and may require Your acceptance of the terms of service of such third party including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. You assume all risks arising out of or resulting from Your transaction of business over the Internet and with any third party, and You agree that Company and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss as a result of the presence of information about or links to such advertisers, service providers or third parties.

You are not being granted a license to (i) the Third Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein. You acknowledge and agree that the provision of access to any Third Party Content and Service shall not constitute or imply any endorsement by Company or its affiliates of such Third Party Content and Services, although Company has no obligation to restrict or deny access even if requested by You.

This Section survives termination or expiration of this User Agreement.

10. Disclaimer of Warranties and Limitations of Damages and Liability
i. Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND THE RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR ACCESS TO, USE OF OR RELIANCE UPON THE SOFTWARE, ANY THIRD-PARTY SOFTWARE, AND THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE AND EXCLUSIVE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SOFTWARE AND RELATED SERVICES, YOUR CONTENT, ANY THIRD-PARTY SOFTWARE, AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AND NON-INFRINGEMENT.

COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SOFTWARE, THIRD PARTY SOFTWARE OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, SECURE OR ERROR-FREE; (II) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SOFTWARE, INCLUDING THE CONTENT, WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (III) ANY ERRORS IN THE SOFTWARE, THIRD-PARTY SOFTWARE, OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR ITS REPRESENTATIVES OR FROM THE SOFTWARE SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY.

ii. Limitations of Liability and Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND COMPANY AGREE THAT UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, CONTENT, YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE, ANY THIRD-PARTY SOFTWARE OR THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED. AND IS LIMITED TO, AN AMOUNT EQUAL TO THREE (3) TIMES THE PAYMENTS MADE BY YOU TO COMPANY FOR THE SUBSCRIPTION PERIOD DURING WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST COMPANY OCCURRED OR ONE THOUSAND DOLLARS (US $1,000.00), WHICHEVER IS GREATER.

THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE A MATERIAL CONDITION OF THIS USER AGREEMENT AND WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

YOUR STATE OF RESIDENCE MAY NOT PERMIT THE ABOVE DISCLAIMERS OR LIMITATIONS, IN WHICH CASE, BRYXEN DISCLAIMS ALL WARRANTIES AND LIMITS ALL LIABILITIES TO THE MAXIMUM EXTENT PERMITTED IN ANY SUCH STATE OF RESIDENCE.

iii. Compatibility

Company does not warrant that the Software will be compatible or interoperable with Your Device or any other piece of hardware, software, equipment or device installed on or used in connection with Your Device. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of Your Device to diminish or fail completely, and may result in permanent damage to Your Device, loss of the data located on Your Device, and corruption of the software and files located on Your Device. Company and its affiliates, partners, suppliers, and licensors shall have no liability to You for any losses arising in connection with compatibility or interoperability problems. You are solely responsible for ensuring the security of Your Devices and protecting them against computer viruses and other malware.

This Section survives termination or expiration of this User Agreement.

11. Miscellaneous
i. Governing Law

To the fullest extent permitted by law, this User Agreement shall be deemed to take place in the State of Ohio and shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflicts of law principles. The parties agree that this User Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or any State law adopting the Uniform Computer Information Transactions Act (UCITA), the application of which is expressly excluded in each case.

ii. Severability

If any provision of this User Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this User Agreement, or the applicability of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this User Agreement shall be valid and enforceable to the fullest extent permitted by law.

iii. Waiver

Except as provided herein, the failure to exercise a right or require performance of an obligation under this User Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute waiver of any subsequent breach.

iv. Entire Agreement

This User Agreement, including the documents incorporated hereby reference, and the Terms of Use & Sale constitute the entire agreement with respect to the Software and related services and supersedes all prior or contemporaneous understanding regarding such subject matter. Any legal terms or conditions in any purchase order, communication or other document You provide us are ineffective.