You may not assign or otherwise transfer any of Your rights or obligations under this Agreement to any third party (whether by operation of law or otherwise) without the prior written consent of BloomReach. Any attempted or purported assignment or delegation by You without such required consent will be deemed null and void and deemed a material breach of this Agreement.
Entire Agreement; Severability; and Waiver.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supercedes all prior or contemporaneous oral or written discussions between them. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. No waiver of any of the provisions of this Agreement will be deemed or constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.
BloomReach may modify the terms and conditions of this Agreement from time to time by providing You an updated copy of this Agreement. You understand that BloomReach reserves the right to make such modifications. Your continued access to or use of the Software after any such modification will constitute Your consent to the modification.
If You reside in the United States of America or Canada as represented by the contact information You provided during registration, this Agreement is governed by the law of California, U.S.A without regard to its conflict of laws’ provisions and any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in Santa Clara County. If You reside outside of the United States of America or Canada as represented by the contact information You provided during registration, this Agreement will be governed by the laws of The Netherlands and any legal action or proceeding relating to this Agreement will be brought exclusively in Amsterdam, The Netherlands. Notwithstanding the foregoing, BloomReach will at all times have the right to commence proceedings in any other court of its choice with the appropriate jurisdiction for interim injunctive relief. In any judicial proceeding arising out of this Agreement, the prevailing party will be entitled to recover all reasonable expenses associated with such proceeding (including, without limitation, reasonable costs and fees of attorneys and other professionals).
The parties are independent contractors, and nothing in this Agreement will be construed to create a joint venture or partnership or otherwise give rise to fiduciary obligations between the parties. Neither party has the right or authority to assume or create any obligations or to make any representation, warranties or commitments on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.
Under no circumstances will You remove or export from the United States or allow the export or re-export of the Software or anything related thereto, or any direct product thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
Elements of the Software are commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.
Except for a request to extend the Evaluation Period which shall be in accordance with Section 1 of this Agreement, You will deliver all notices to BloomReach required or permitted under this Agreement in writing and (i) personally, (ii) by certified, registered or express U.S. mail, postage prepaid, or (iii) by Federal Express or other similar commercial delivery service, to the following address: BloomReach, Inc., located at 82 Pioneer Way, Mountain View, CA 94041 (if you reside in the United States of America or Canada) or BloomReach B.V, located at Oosteinde 11, 1017 WT Amsterdam The Netherlands (if you reside outside of United States of America or Canada), Attention General Counsel. BloomReach will deliver notices to You to the physical or email address You provide upon Your registration. A printed version of this Agreement and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.