Legal Notices page 37
User Guide for Jess
7. General
7.1 Assignment. This Agreement and Customer's rights hereunder may not be assigned to any third party by Customer except with the
prior written approval of Company. Any attempted assignment of this Agreement or any rights or obligations hereunder will be null
and void.
7.2 Governing Law. This Agreement is made in, governed by, and shall be construed in accordance with the laws of the State of
California, without regard to any conflicts of law principles that would result in application of laws of any other jurisdiction. The United
Nations Convention on Contracts for the International Sale of Goods does not apply to this contract. Any legal action or other legal
proceeding relating to this contract or the enforcement of any provision of this contract must be brought in any state or federal court
located in Santa Clara County, California. Customer and Company expressly and irrevocably consents and submits to the jurisdiction of
such courts.
7.3 Injunctive Relief. Customer acknowledges that the Licensed Software contains valuable trade secrets and proprietary information of
Company, that any actual or threatened breach of this Agreement will cause harm to Company for which monetary damages would
be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
7.4 Modifications. Company reserves the right to change the terms and conditions of this Agreement or its policies relating to the
Licensed Software at any time. Company will notify Customer of any material changes to this Agreement by sending Customer an e-
mail to the last e-mail address Customer provided to Company or by prominently posting notice of the changes on Company's
website. Any material changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following Company's
dispatch of an e-mail notice to Customer or thirty (30) calendar days following Company's posting of notice of the changes on
Company's website. These changes will be effective immediately for new users of our Licensed Software. Please note that at all times
Customer is responsible for providing Company with its most current e-mail address. In the event that the last e-mail address that
Customer has provided Company is not valid, or for any reason Company is not capable of delivering to Customer the notice
described above, Company's dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes
described in the notice. If Customer does not agree with the changes to this Agreement, Customer must notify Company prior to the
effective date of the changes that Customer wishes to terminate its license to the Licensed Software. Continued use of the Licensed
Software, following notice of such changes, shall indicate Customer's acknowledgement of such changes and agreement to be bound
by the terms and conditions of such changes.
7.5 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this
Agreement will remain in full force.
7.6 Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent
default or breach.
7.7 Export. Customer agrees not to export, reexport or transfer, directly or indirectly, any U.S. technical data acquired from Company, or
any products utilizing such data, in violation of the United States export laws or regulations.
7.8 Force Majeure. Company shall not be liable, directly or indirectly, for any delay or failure in performance of any obligation under this
Agreement, including any delivery obligation, where such delay or failure arises or results from a cause beyond Company's reasonable
control, or beyond the reasonable control of Company's suppliers or contractors, including, but not limited to strike, boycott or other
labor disputes, embargo, governmental regulation, inability or delay in obtaining materials, acts of God, war, earthquake, fire or flood.
In the event of such force majeure, the time for delivery or other performance will be extended for a period equal to the duration of
the delay caused thereby, provided that Company notifies Customer of the nature and duration of such force majeure event.
7.9 Entire Agreement; Notice. This Agreement constitutes the complete agreement between the parties and supersedes all prior or
contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Except as
otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and agreed to by both
parties. Company may provide any notice to Customer by e-mail. Customer may provide notice to Company by sending an e-mail to
info@proteinsimple.com or a letter by United States mail to ProteinSimple, 3001 Orchard Parkway, San Jose, CA 95134, or to such other
address as Company may specify in writing by posting the new address on the Company website.
7.10 Relationship of the Parties. The parties are acting hereunder as independent contractors and not as partners, agents, fiduciaries or
joint venturers. Neither party has the power or authority represent, act for, bind or otherwise create or assume any obligation on behalf
of the other party.
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