The License Agreement
THIS SAAS LICENSE AGREEMENT (“Agreement”), is a binding agreement between MATERIAL EXCHANGE VENTURES AB SWEDEN (“MEV”) and the company or other organization on whose behalf such individual identified on the Subscription purchase form as the licensee of the Software (“Customer”) pursuant to which MEV provides SaaS Services (“Services”) to Customers, as specified in a Subscription purchase form. (“Subscription purchase form”).
MEV PROVIDES THE SAAS SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON CUSTOMER (A) ACCEPTS THIS AGREEMENT AND AGREE THAT CUSTOMER AND ITS AUTHORIZED USERS ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SAAS SERVICES THAT CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED USE OF MEV’S SAAS SERVICES.
“Material Exchange” is an online database which allows designers, materials teams, product developers and material vendors to collaborate, filter and organize raw materials for their collections within a secure environment.
“SaaS Services” means MEV providing SaaS services so that Customer may access the Hosted Software via the internet, along with certain IT administration and application administration support services, as specified in this Agreement.
“User” means persons who are employees or consultants of either Customer or of a subcontractor, supplier, business partner, or customer of Customer, and whom Customer authorizes to access the Hosted Software and Hosted Data. “Service Period” means the term that MEV commits to perform the Services (i.e., the initial term and any renewal terms). “Storage” means the amount of disk storage used by the Customer across the applicable environment.“Transaction Outage” means any period (measured in minutes) during which the Hosted System, and the connections for such servers to the Internet, do not have adequate bandwidth capacity and speed to meet the peak demands of Users accessing the Hosted Software and Hosted Data, resulting in such Permitted Users being denied access or experiencing unavailable or interrupted access due to lack of capacity or speed of the Host Servers or of the Host Servers’ Internet connections, excluding Excused Downtime. “Hosted Data” means the data transmitted to, loaded into, or stored in, the Hosted Software or on the Hosted System by Customer and Users or otherwise through use of the Hosted Software. “Hosted Software” means the standard commercially available MEV software for which MEV is providing the Services, as specified in the Subscription purchase form. “Hosted System” means the servers and computer network on which MEV and/or its contractors provide Customer and other MEV customers remote access to the Hosted Software and Hosted Data..
“Excused Downtime” means any and all of the following:
I) Force majeure events as set forth in Section 10 (b) of the Services Terms.
II) Data transmission failures outside the control of MEV not caused by MEV’s negligence or willful misconduct.
III) Downtime due to failure of the internet or failure of Customer’s network.
IV) Maintenance outages (including emergency maintenance outages), for which MEV will endeavor to give Customer as much notice as is
reasonably practicable under the circumstances.
a. Services. During the Service Period MEV will: (i) manage the Hosted Software and the Hosted Data on the Hosted System and make it available to Customer via remote internet access, and (ii) allow Users to access and modify the Hosted Data, and store additional Hosted Data, through Customer’s use of the Hosted Software.
b. Use of the Services. Customer may access and use the Services only to the extent of authorizations acquired by Customer, as specified in the Subscription purchase form. Customer is responsible for use of the Services by all Users that access the Services with Customer’s account credentials. The Services may not be used for unlawful, obscene, offensive or fraudulent content or activity. If there is a complaint or notice of violation, use and access may be suspended until resolved. Customer shall not and shall not permit any third party(ies) to: (i) use the Services, or permit them to be used, for third-party training, to deliver software implementation or consulting services to any third parties, or for commercial timesharing or service bureau use; or (ii) copy, download or otherwise reproduce the Hosted Software in whole or in part.
3. Availability SLA
a. Subject to and conditioned on Customer’s and its authorized users’ compliance with the terms and conditions of this Agreement, during the Term, MEV shall use commercially reasonable efforts to provide to Customer and its authorized users the SAAS Services in accordance with the documentation and the terms and conditions hereof, 24 hours per day, seven days per week every day of the year, except for:
(a) scheduled downtime;
b. Service downtime or degradation due to a force majeure event;
c. Any other circumstances beyond MEV’s reasonable control, including Customer’s or any authorized user’s use of third party materials, misuse of the SAAS Services, or use of the SAAS Services other than in compliance with the express terms of this Agreement and the documentation; and
d. Any suspension or termination of Customer’s or any authorized users’ access to or use of the SAAS Services as permitted by this Agreement. (b) MEV shall monitor the availability of the Hosted System. The availability of the production environment(s) of the Services will be 90% of each calendar quarter, excluding Excused Downtime. (b) MEV’s and its licensors’ entire liability and Customer’s exclusive remedy for any breach by MEV of the obligation in Section 3(b) shall be to credit to Customer a portion of its fees for the quarter during which such breach of obligation occurred, which credit shall be equal to the fees under this Agreement for such quarter multiplied by the Downtime Percentage. Such credit will be applied against any outstanding or future fees due under these Service Terms during the then current Service Period. If Customer fails to make a written request for a credit under this provision within ten business days after the end of the applicable Transaction Outage, no credit shall be due to Customer.
4. Fees, Billing and Payment
a. Subscription Fees. Customer agrees to pay MEV the subscription fees (e.g., the set-up fees and the committed recurring fees) set forth in the Subscription purchase form for the SAAS Services.ta.
b. Initial Term. The initial term of this Agreement commences as of the Start Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until one year from such date (the “Initial Term”). Subscription Fees for the first year shall be paid upon the first sign up of the Customer.
c. Renewal Term. This Agreement will automatically renew for additional successive 1-year terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least fifteen (15) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).
d. Overages. MEV shall measure Customer’s usage of the Services (e.g., number of Users by User type, or such other fee basis as is applicable to the Services purchased by Customer) on a monthly basis. If the peak usage exceeds the quantity purchased, Customer shall be charged and shall pay the applicable fee for such excess usage as set forth in the Subscription purchase form.
e. Storage Overage. MEV shall monitor Customer’s Storage. In any month where Customer’s peak Storage exceeds the committed Storage amount, Customer shall be charged the applicable fee(s) for the Storage overage at the rates specified in the Subscription purchase form.
f. Taxes. Fees do not include sales, use, value added or other excise tax. Customer shall pay or (if paid by MEV or Reseller) reimburse MEV and/or Reseller for all such taxes.
g. Overdue Amounts. Amounts not paid when due shall be subject to interest at one percent (1%) per month or, if less, the maximum rate of interest allowed by law, calculated from the due date. In addition, MEV may suspend Customer’s access to the Services in the event that Customer is overdue in payments under this Agreement and does not make full payment of the amount owed within fifteen days after notice thereof by MEV.
h. Purchase Orders. Other than the line items that serve to order the Services, in no event shall any other terms of any purchase order or other document issued by the Customer modify or become part of this Agreement or become binding on MEV.
MEV, at its own expense, will defend any action brought against Customer based on a claim that the Services and/or Hosted Software infringe a third party patent, copyright or trademark and, at its option, will settle any such action or will pay any final judgment awarded against Customer, provided that:
I) MEV shall be notified promptly in writing by Customer of any notice of any such claim;
II) MEV shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear
the costs of the same; and
III) Customer shall cooperate fully at MEV’s expense with MEV in the defense, settlement or compromise of such claim. If a claim described in
this Section 5 occurs or, in MEV’s opinion, may occur, MEV may terminate the Services and grant Customer a credit equal to the unused,
prepaid Services fees paid for the applicable terminated portion of the Services.
This Section 5 states MEV’s sole and exclusive liability, and Customer’s sole remedy, for any and all claims relating to infringement of any intellectual property rights.
6. Ownership and Confidentiality
Ownership of the Hosted Software and Services, any related documentation, copies, modifications and derivatives of the foregoing or documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of MEV and/or its licensors. Customer shall not and shall not attempt to:
a) reverse engineer the Hosted Software or derive its algorithms from its use;
b) created derivative works of the Hosted Software; or
c) authorize or permit a third party to access the Services using Customer issued logins or passwords. All non-public information regarding the Hosted Software and its performance, including any analyses and benchmarking that Customer may perform, shall be deemed the confidential information of MEV and Customer shall not disclose to any third party or use for any purpose other than exercising its rights
The terms of this Section 6 shall survive the termination or expiration of this Agreement.
Subject to the terms and conditions of the Subscription purchase form and this Agreement, MEV hereby grants to Customer, and Customer’s authorized users who have been registered with MEV, a non-exclusive and non-transferable license, during the Term, to access and use the SAAS Services via the Internet. Upon expiration or termination of this Agreement or upon expiration of the Term, the rights and licenses granted hereunder will automatically terminate, and Customer may not continue to use the SAAS Services.
The license granted in Section 7 is conditioned upon Customer’s compliance with the terms and conditions of this Agreement. Customer may use the SAAS Services solely for its own internal business purposes, in compliance with applicable law, and shall not:
I) permit any third party to access the SAAS Services except as permitted herein,
II) create derivative works based on the SAAS Services;
III) modify, reverse engineer, translate, disassemble, or decompile the SAAS Services, or cause or permit others to do so;
IV) access the SAAS Services in order to:
a) build a competitive product or service, or
b) copy any ideas, features, functions, or graphics of the SAAS Services; and
V) remove any title, trademark, copyright, and/or restricted rights notices or labels from the SAAS Services.
Violation of any provision of this Section shall be the basis for immediate termination of this Agreement by MEV. Violation of any provision of this Section shall be the basis for immediate termination of this Agreement by MEV.
9. Reserved Rights
MEV hereby reserves all rights in and to the SAAS Services not expressly granted in this Agreement. Nothing in the Subscription purchase form or this Agreement shall limit in any way MEV’s right to develop, use, license, create derivative works of, or otherwise exploit the SAAS Service or to permit third parties to do so.
10. Hosted Data
A) MEV shall take commercially reasonable steps, or cause such commercially reasonable steps to be taken, designed to prevent security breaches. Customer agrees that the Hosted Data will not include:
any information, or documents or technical data that are classified, ITAR controlled or otherwise have been determined by the United States Government or by a foreign government to require protection against unauthorized disclosure for reasons of national security (provided, however, that this restriction shall not apply with respect to ITAR controlled data if the Subscription purchase form so specifies), and/or
any data that is “protected health information, including any medical, demographic, visual or descriptive information that can be used to identify a particular patient/individual” and/or any other data subject to the U.S. “Health Insurance Portability & Accountability Act of 1996” and regulations promulgated under that Act (collectively “HIPAA”).
B) MEV shall treat all Hosted Data as confidential and shall only use the Hosted Data to
provide the Services (including reporting to Customer on their use of the Services),
monitor Customer’s use of the Services for security and technical support purposes and for validating Customer’s compliance and usage limitations, and for purposes of otherwise complying with MEV’s obligations to Customer, and
share with any MEV subcontractors who need to know such information in order to provide the Services, provided that they are bound by similar confidentiality obligations. For purposes of clarity, MEV’s obligation to keep such Hosted Data confidential shall not apply to information that MEV is required to disclose by law (but only to the extent of such required disclosure).
11. Term and Termination
a) The initial Services Period and any renewal provisions shall be as specified in the Subscription purchase form. Either party may terminate the Services if the other party breaches the terms set forth herein or in the Subscription purchase form and fails to remedy such breach within thirty (30) days after written notice thereof from the nonbreaching party.
MEV warrants during the Term that the SAAS Services will be free of material defects and will function in substantial conformance to its documentation provided to Customer by MEV, which provision may be through MEV’s website, and which documentation sets out a description of the SAAS Services and the instructions for use of the SAAS Services.
MEV DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE FUNCTIONS PERFORMED BY THE SAAS SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SAAS SERVICES WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND MEV DISCLAIMS ANY AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT MEV KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEV FURTHER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT. THE SAAS SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEV OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF MEV’S OBLIGATIONS HEREUNDER. No action for breach of the limited warranty set forth in this Section 12 may be commenced more than one (1) year following the expiration of the Term.
13. Limitation of Liability
General NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, MEV’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, OR AT LAW WITH RESPECT TO ANY SERVICES PROVIDED BY MEV (WHETHER NEGLIGENT OR OTHERWISE), WILL BE LIMITED TO THE TOTAL FEES PAID (LESS ANY REFUNDS OR CREDITS) BY CUSTOMER TO MEV UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTH PERIOD. IN NO EVENT WILL MEV BE LIABLE TO CUSTOMER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, INCLUDING NEGLIGENCE, AND WHETHER OR NOT MEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE A CONDITION AND MATERIAL CONSIDERATION FOR THEIR ENTRY INTO THIS AGREEMENT. CUSTOMER SHALL INDEMNIFY MEV AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY LOSS, DAMAGE, COST, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR ASSOCIATED WITH (1) ANY ACTIONS OR OMISSIONS OF CUSTOMER, (2) THE BREACH OF THIS AGREEMENT BY CUSTOMER, (3) NONCOMPLIANCE WITH ANY FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS, OR (4) ANY INTELLECTUAL PROPERTY OR CONTENT PROVIDED BY CUSTOMER TO MEV. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
a) Release of Claims. MEV shall not be liable for loss, injury, or damage of any kind to any person or entity resulting from any use, condition, performance, defect, or failure in the SAAS Services. Customer releases and waives on behalf of Customer and its authorized users all claims, known or unknown, against MEV, its parent, subsidiaries, affiliated companies, agents, or content providers, and the directors, trustees, officers, shareholders, employees, agents, and representatives of each of the foregoing, from any and all claims, damages, liabilities, costs, and expenses arising out of Customer’s use of the SAAS Services.
b) Internet Security. MEV does not guarantee the security of any information transmitted to or from Customer over the Internet, including through the use of e-mail. Access to the Internet, if employed, is Customer’s sole responsibility and the responsibility of Internet provider(s) Customer. MEV does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
c) Survival. This Section 13 shall survive termination or expiration of this Agreement.
14. Application Upgrades
a) The SAAS Services include all maintenance and upgrades. MEV schedules new feature releases for off hours and weekends to minimize any effect on its customers and will announce its release schedule well in advance. MEV strives to ensure that there is no operational impact and no deterioration of service, support or technical SLA performance during product upgrades. Each of these changes goes through an extensive quality control process before they are released into production.
b) Each of MEV’s releases may incorporate major new features or enhancements that increase the core functionality of the SAAS Services. Release announcements are made by either e-mail to system administrators and/or can also appear on the log-in page in advance of the actual release event. These communications cover the reasons for, and impact of, the upgrades to Customer’s users.
c) Any critical patches are tested in the MEV QA instance and then released to MEV’s hosted production instance.
15. Customer Support
Customer Support assumptions for Customers are:
a) Customer Support is available via e-mail at email@example.com.
b) Level I support means to help for the Customer with simple problems, such as password reset or general “how-to” questions. Level I support requests may be responded to within 12 hours.
c) Level II support means to help with more complex problems than for Level I support, such as issues dealing with advanced features. Level II support requests may be responded to within 24 hours and may involve secure access to Customer’s instance in MEV’s hosted environment.
d) Level III support means issues, questions, and requests involving possible product bugs or failures. Level III support requests can be responded to within two (2) business days and may involve secure access to Customer’s instance in MEV’s hosted environment.
e) Any additional or dedicated customer support resources may be provided and will be subject to negotiation under a separate statement of work.
16. Access and Monitoring
MEV and its subcontractors may access Customer’s account and Customer Content as necessary to identify or resolve technical problems or respond to complaints about the SAAS Services or as may be required by law. MEV shall also have the right, but not the obligation, to monitor the SAAS Services to determine Customer’s compliance with the Agreement. Without limiting the foregoing and with two (2) days prior notice, MEV shall have the right to remove any material submitted to the SAAS Services that MEV finds to be in violation of the provisions of this Agreement.
17. Warranty/Disclaimer of Warranty/Limitations of Liability
a. MEV warrants that the Hosted Software shall function substantially in accordance with the then applicable documentation accompanying the Hosted Software. In the event of any breach of this warranty, MEV’s sole obligation, and Customer’s sole remedy, shall be for MEV to use commercially reasonable efforts to (a) fix or replace the Hosted Software so that it conforms to this warranty; (b) identify or make available a work-around or alternative approach that achieves substantially the same result or functionality; or, if MEV fails to resolve as described in (a) or (b) above, then for MEV to terminate this Agreement and refund Customer the Service fees paid by Customer for the period after the date Customer reported such breach of warranty to MEV.
b. EXCEPT AS EXPLICITLY STATED HEREIN, MEV DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, AND/OR ANY WARRANTY WITH RESPECT TO THE SECURITY OF THE SERVICES OR THAT HOSTED DATA WILL NOT BE DESTROYED, LOST, INTERCEPTED, OR ALTERED BY UNAUTHORIZED PERSONS. MEV DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE HOSTED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO HOSTED DATA.
c. EXCEPT UNDER SECTION ABOVE, MEV’S AND ITS LICENSORS’ MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS OR LIABILITIES ARISING HEREUNDER OR OUT OF, OR RELATING TO, THE CREATION, LICENSE, SUPPLY, FAILURE TO SUPPLY OR USE OF THE SERVICES OR OTHERWISE RELATING TO THESE SERVICES TERMS, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID TO MEV FOR THE SERVICES DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENTS THAT GAVE RISE TO THE APPLICABLE CLAIM. IN NO EVENT SHALL MEV, ITS SUBSIDIARIES OR AFFILIATES, ITS LICENSORS OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF USE OF DATA AND ANY LOSS CAUSED BY THE INTERRUPTION, TERMINATION OR FAILED OPERATION OF THE INTERNET, THIRD PARTY TELECOMMUNICATION SERVICES OR THIRD PARTY SECURITY FEATURES OR SYSTEMS), EVEN IF MEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES NOT TO BRING ANY SUIT OR ACTION AGAINST MEV AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS FOR ANY REASON WHATSOEVER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ARISES. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO ANY CLAIM IN RESPECT OF DEATH OR PERSONAL INJURY IF CONTRARY TO ANY APPLICABLE LAW.
18. Customer Responsibilities
Customer shall be responsible for its and its authorized users’ compliance with this Agreement and shall be responsible for the Customer Content. Customer shall not:
I) use the SAAS Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
II) use the SAAS Services to store or transmit Malicious Code,
III) interfere with or disrupt the integrity or performance of the SAAS Services or third-party data contained therein or any systems or networks or violate the regulations, policies, or procedures of such networks used with the SAAS Services,
IV) attempt to gain unauthorized access to the SAAS Service or its related systems or networks, the MEV data or the data of any other MEV customers, or
V) harass or knowingly or intentionally interfere with another MEV customer’s use and enjoyment of the SAAS Services. Any conduct by Customer that in MEV’s sole discretion restricts or inhibits any other MEV customer from using or enjoying the SAAS Services is expressly prohibited.
Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the SAAS Services, and notify MEV promptly of any such unauthorized access or use. Customer shall be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to and use of the SAAS Services and all charges related thereto.
19. Usernames and Passwords
Customer is solely responsible for maintaining the confidentiality of each username and password used with Customer. Customer is solely responsible for any and all activities that occur under all Customer’s accounts. Customer agrees to notify MEV immediately of any unauthorized use of Customer’s accounts or any other breach of security. MEV will not be liable for any loss that Customer may incur as a result of someone else using Customer’s passwords or accounts, either with or without the Customer’s knowledge.
20. Reserved Rights
MEV reserves the right in its sole discretion to decline to license access and use of the SAAS Services to Customer. MEV further reserves the right in its sole discretion to terminate Customer’s license to access and use the SAAS Services, at any time, for reasons including. but not limited to. a breach or other violation of the terms and conditions set forth in this Agreement; abuse of the SAAS Services or MEV’s underlying systems; illegal or misrepresentative use of the SAAS Services or underlying systems; and acts or circumstances detrimental to MEV, its other customers, associates, business partners, suppliers, or others, whether or not such circumstances are directly under the control of Customer. MEV shall promptly communicate to Customer its decision to terminate Customer’s license to access and use the SAAS Services pursuant to this Section as well as, if it so chooses, the relevant reason(s) for such termination. Customer agrees to provide any assistance reasonably requested by MEV in connection with such termination. Termination under this Section 6(d) shall be without any liability to Customer whose access and use license is terminated.
21. Ownership of Customer Content
Customer exclusively owns all right, title, and interest in and to the Customer Content and Customer Confidential Information. In the event of termination or expiration of the Agreement, and if legally permissible and requested by Customer within thirty (30) days of such termination or expiration, MEV agrees upon written request from the Customer to: (i) destroy or permanently erase the Customer Content. After such 30-day period, MEV will have no other further obligation to maintain or provide access to Customer Content, and may destroy the Customer Content and permanently erase the Customer Content without any liability to Customer.
a) Suggestions. MEV shall exclusively own all right, title, and interest in and to any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by Customer relating to the SAAS Services, and the terms of this Section shall survive termination or expiration of this Agreement.
a) Governing Law and Jurisdiction. All disputes arising under this Agreement shall be governed by and construed in accordance with the laws of the Sweden.
All disputes arising under, out of, or in any way connected with this Agreement shall be litigated exclusively in Stockholm, Sweden, and in no other court or jurisdiction.
b) Force Majeure. MEV shall not be in default of its obligations to the extent its performance is delayed or prevented by causes beyond its control.
c) Export. Customer hereby warrants and represents that neither Customer nor any Users are listed on the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, the U.S. State Department’s Nonproliferation Sanctions List, or the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or the Sectoral Sanctions Identifications (SSI) List (each a “List”, and collectively the “Restricted Party Lists”). The Restricted Party Lists can be found at: http://export.gov/ecr/eg_main_023148.asp. Customer shall not export or re-export, directly or indirectly, or provide to any other person or entity for export or re-export, or provide access to, the Services without first complying with all U.S. and applicable foreign export control regulations, including, without limitation, obtaining any necessary export or re-export consent from the U.S. Department of Commerce or other governmental authority.
d) Marketing. Customer agrees that while this Agreement is in effect, MEV shall be authorized to identify Customer as a customer/end-user of MEV software and services (as applicable) in public relations and marketing materials.
e) Notices. Notices under this Agreement shall be in writing and, if to MEV, delivered to MEV, and if to Customer, to the address specified in the Subscription purchase form.
f) Assignment, Waiver, Modification. Customer may not assign, transfer, delegate or sublicense any of Customer’s rights or obligations under these Services Terms without MEV’s prior written consent. Any such attempted delegation, assignment, transfer or sublicense shall be void and a breach of these Services Terms.
g) Entire Agreement; Severability. This Agreement constitutes the entire agreement between the parties, and supersedes all prior discussions, representations, and understandings, with respect to the subject matter hereof. If any provisions of this Agreement, or the application thereof, shall for any reason and to any extent be determined to be invalid or unenforceable, the remaining provisions of this Agreement will remain binding and enforceable, and shall be interpreted so as best to reasonably effect the intent of the parties.