- PRODUCT SHOWCASE
- VERTICAL SOLUTIONS
- DEVELOPER ZONE
THESE ZATAR TERMS OF SERVICE, TOGETHER WITH ALL APPLICABLE SUPPLEMENTAL SERVICE TERMS AND ORDER FORMS (EACH AS DEFINED BELOW) (COLLECTIVELY, THIS “Agreement”) GOVERNS YOUR USE OF THE SERVICES AND THE ZATAR SITE (EACH AS DEFINED BELOW), INCLUDING ANY FREE TRIALS.
YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BY DOING ANY OF THE FOLLOWING: (1) clicking an “I Accept” or “I Agree” button or check box presented in connection with these Terms of Service; (2) registering to use or using any of the Service Offerings; or (3) executing an Order Form (as defined below).
If you are entering into this Agreement on behalf of a company or other legal entity (e.g., your employer), then you represent that you have the authority to do so and to bind such company or other legal entity to this Agreement. In this case, the terms “you” and “your” refer to such company or other legal entity (except for this paragraph, in which the term “you” refers to the individual person who accepts this Agreement on behalf of such company or other legal entity).
If you are entering into this Agreement on your own behalf, as an individual person, and you represent that you have the legal capacity to do so. In this case, the terms “you” and “your” refer to you as an individual person.
Upon your acceptance of this Agreement (as set forth above), this Agreement will be a binding agreement between Zebra Technologies Corporation (“Zebra” or “we” or “us” or “our”) and you, and is effective as of the date of your acceptance (“Effective Date”).
“Affiliate” means, with respect to a Party, any company or legal entity that directly or indirectly controls, is controlled by or is under common control with such Party, where “control” means direct or indirect ownership or control of more than 50% of the voting interests of the Party or company or legal entity.“APIs” means the application programming interfaces that are documented and identified by us as being available for Devices or external applications to interface with the Service Offerings.
“Application” means an Authorized External Application or Zatar Application, as applicable.
“Authorized External Application” means any external application that communicates with a Service Offering through the APIs, and has been properly registered on the Zatar Site and complies with all provisions of the External Application Usage Agreement.
“Device” means any device (including sensors and RFID) that communicates with a Service Offering via any communication means (including IP (Internet Protocol) and SMS (short message service)), whether wired or wireless.
“Documentation” means the online user guides and other documentation that we make available through the Zatar Site regarding the Service Offerings or Applications, as the foregoing may be updated from time to time.
“External Application Usage Agreement” means our agreement governing the use of external applications.
“Force Majeure” has the meaning set forth in Section 14.1.“Malicious Code” means software of any type designed or intended to do harm, including viruses, worms, time bombs and Trojan horses.
“Order Form” means an order form entered into between you and us that references this Agreement and specifies the Services to be provided to you under this Agreement, including any exhibits, attachments or addenda incorporated therein.
“Party” means either you or us, as applicable, and “Parties” means both you and us.
“Purchased Services” means any Service Offerings that you order through the Zatar Site on a non-trial basis (including any automatic continuation of Trial Services after the end of the applicable trial period) or that you order through an Order Form.
“Service Offerings” means the services made available during the Term by Zebra or its Affiliates through the Zatar Site, including the services described in any applicable Supplemental Service Terms. A Service Offering may include us providing access to and use of Zatar Applications.
“Services” means any and all services provided to you by or on behalf of Zebra or its Affiliates in connection with a Service Offering or otherwise in connection with this Agreement, including any Trial Services and Purchased Services. A Service may include us providing access to use of Zatar Applications.
“Shared Device” means a Device that a User has authorized other Users (whether such Users are under the same or different accounts) to access through a Service Offering or the Zatar Site.
“Supplemental Service Terms” means any additional terms and conditions set forth in the Zatar Supplemental Service Terms which are applicable to particular Service Offerings as set forth therein.
“Trial Services” means any Service Offerings that you register through our website to receive on a trial basis, without any Fees (including any Service Offerings made available as a beta test, called "Public Beta", or otherwise indicated as beta, trial, or temporary). Unless stated otherwise at the time you register for a Service Offering, all Service Offerings are currently being offered as Trial Services only. The trial period will continue until we notify you pursuant to Section 13.1 that the trial period is ending.
“User” means any individual who accesses or uses a Service Offering or the Zatar Site (including by accessing or using an Application).
“Your Data” means any data or other information that you provide to us through the Services or that you collect from Your Devices or Shared Devices using the Services.
“Your Devices” means any and all Devices that communicate with or interact with the Services through Your Account.
“Your Users” means any and all Users whose access or use is through Your Account.
“Zatar Application” means any application that we make available for access or use through a Service Offering or the Zatar Site, which may include applications licensed by us from third parties. Authorized External Applications are not included in this definition.
“Zatar Gateway” means a device that is authorized by us to be sold or otherwise made available and that provides for communication between Devices and the Service Offerings.
2.1 Trial Services. We will make the Trial Services available to you on a trial basis, without any Fees, until the end of the free trial period for which you registered or until the start date for any Purchased Services that you order in place of the Trial Services, whichever occurs first. Additional trial terms and conditions may appear on the registration pages for the Trial Services and, if so, such additional terms and conditions are hereby incorporated into this Agreement and shall apply to the Trial Services. Without limiting the foregoing, such terms and conditions may provide for the Trial Services to automatically convert to Purchased Services at the end of the trial term.The Trial Services are provided “AS IS” and we may, at any time, discontinue or modify the Trial Services or end your trial period, with or without notice.
2.2 Purchased Services. We will make the Purchased Services available to you pursuant to the terms of this Agreement. We will provide you with access to our standard support for the Purchased Services at no additional cost and as part of the Purchased Services. We may also offer to provide you with upgraded support for an additional fee, which, if offered, will be offered through a separate agreement. We will use commercially reasonable efforts to make the Purchased Services available to you. We are not responsible for any unavailability due to Force Majeure or maintenance. If we are notified that the Purchased Services fail to operate substantially in accordance with the applicable Documentation, we will use commercially reasonable efforts to correct such failure in accordance with our standard maintenance practices (which are based upon the severity and impact of the failure, and which corrections may be made in the next or later patch, release or version). Notwithstanding the foregoing, we make no guarantees or promises that the Services will be uninterrupted or error-free.
2.3 Supplemental Service Terms; Order Forms. The Services are subject to, and you and we agree to, (a) all applicable Supplemental Service Terms and (b) all applicable terms and conditions set forth in an Order Form. In the event of a conflict or inconsistency between this Agreement and the Supplemental Service Terms, this Agreement shall control except to the extent that the Supplemental Service Terms expressly modify the terms and conditions of this Agreement by referencing the specific terms and conditions being modified (in which case such modifications shall only apply with respect to such Supplemental Service Terms). In the event of a conflict or inconsistency between this Agreement or the Supplemental Service Terms, on the one hand, and an Order Form, on the other hand, this Agreement shall control with respect to the Non-Modifiable Provisions (which cannot be modified by an Order Form) and the Order Form shall control in all other cases. The “Non-Modifiable Provisions” are Sections 2.3, 2.4, 2.5, 2.6, 2.8, 2.9, 2.10, 2.11, 6, 7.3, 8, 9, 10, 11, 12 and 13 (and any defined terms used therein (but only with respect to use of such terms therein)).
2.4 Your Account.
(a) To access the Services, you must register and create an account at the Zatar Site (“Your Account”). You represent that the information you provide in doing so is complete and accurate, and that you will update such information as necessary.
(b) You are responsible for all activities that occur under or are authorized through Your Account, including those taken by any person or application you give access to Your Account or Your Devices. Except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to Your Account. You will contact us immediately if you believe an unauthorized third party may be using Your Account or if Your Account information is lost or stolen.
2.5 Your Users. You have sole responsibility for correctly authorizing any Users who will have use or access through Your Account, including with respect to which Applications and Devices such Users may use or access through Your Account. You are responsible for all actions taken by Your Users.
2.6 Your Devices; Shared Devices. You have sole responsibility for correctly authorizing any Devices that will communicate with or through Your Account, and managing the connection of Your Devices to the Services or Zatar Site. You also have sole responsibility for correctly authorizing and controlling the sharing of Your Devices with other Users or Applications.Your Users may access Shared Devices that have been shared with them. We do not guarantee that any Shared Devices will continue to be available or the quality of any data from a Shared Device. You are responsible for all actions taken by Devices through Your Account.
2.7 Zatar Gateways. Zatar Gateways are sold under a separate Gateway License Agreement. Zatar Gateways can be managed by the Services under the current service policies for Zatar Gateways including policies for remote updates of the software on Zatar Gateways.
2.8 Applications. You have sole responsibility for correctly authorizing any Applications that will communicate with or through Your Account. Zatar Applications are provided to you as part of the Services and are subject to all of the terms and conditions applicable to the Services. Any third-party applications included in the Zatar Applications are subject to the terms of any applicable third-party licenses which we notify you about. All Authorized External Applications and their use are subject to the External Application Usage Agreement. You are responsible for all actions taken by Applications through Your Account.
2.9 Limited Access. You and Your Users may only access or use the Services or Zatar Site through (a) the user interfaces that are displayed by them during their normal operation or (b) the use of Authorized External Applications that interface with the Services or Zatar Site only through the APIs. Your Devices may only communicate with the Services or Zatar Site using the APIs or the communication protocols set forth in the applicable documentation provided by us.
2.10 Usage Limits and Restrictions. The Services may be subject to usage limits, including as set forth in an Order Form, the Supplemental Service Terms or displayed when you purchased the Purchased Services. You will not (a) make any Service or the Zatar Site available to anyone other than Users authorized by you or to any Device or Application other than those authorized by you,(b) use or permit the use of a Service for any unlawful or fraudulent purpose or activity, or to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights, (c) use or permit the use of a Service to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of any Service, (e) gain or attempt to gain unauthorized access to any Service or its related systems or networks, (f) gain or attempt to gain direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit or other restriction (including those set forth in Section 2.9), (g) copy a Service or any part, feature, function or user interface thereof, (h) frame or mirror any part of any Service, other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Documentation, or (i) reverse engineer any Service (to the extent such restriction is permitted by applicable law).
2.11 Your Other Responsibilities. You will (a) be responsible for the accuracy, quality and legality of Your Data and the means by which you acquired Your Data, (b) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use, and (c) use Services only in accordance with the Documentation and applicable laws and government regulations.
2.12 Suspension of Services.
(a) We may suspend your or any of Your Users’ right to access or use any portion or all of the Services or Zatar Site, or the ability of a Device or Application to communicate with or access the Services or Zatar Site, immediately upon notice to you if we determine: (1) such use, access or communication (i) poses a security risk to the Services, the Zatar Site, our network or systems, or any third party, (ii) may adversely impact the Services, the Zatar Site, our network or systems, or (iii) may subject us, our affiliates, or any third party to liability; (2) you are in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or (3) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Our right to suspend set forth in this Section is in addition to our right to terminate this Agreement pursuant to Section 5.2.
(b) If we suspend any access, use or communication pursuant to this Section: (1) you remain responsible for all fees and charges you have incurred through the date of suspension; (2) you remain responsible for any applicable fees and charges for any Services to which you continue to have access; and (3) we will not erase any of Your Data as a result of your suspension, except as specified elsewhere in this Agreement.
2.13 Changes to the Services. We may change or discontinue any of the Services or change or remove features or functionality of the Services. We will notify you of any material change to or discontinuation of the Services.
3. SECURITY AND PRIVACY.
3.1 Security. Without limiting Section 7.3 or your obligations under Section 2.8, we will implement commercially reasonable measures, consistent with general industry practices, designed to help you secure Your Data against accidental or unlawful loss, access or disclosure. We make no guarantee that such measures will be effective.
4. FEES AND PAYMENT.
4.1. Fees. You will pay us the applicable fees and charges for use of the Services as described on the Zatar Site or an applicable Order Form, using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Zatar Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days advance notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
4.2 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority
5. TERM AND TERMINATION.
5.1. Term. The term of this Agreement will begin on the Effective Date and continue until terminated by you or us in accordance with Section 5.2.
(a) Termination for Convenience. You may terminate this Agreement for any reason by (i) providing us notice and (ii) closing Your Account for all Services for which we provide an account closing mechanism and (iii) satisfying or complying with all termination provisions (if any) of any application Order Forms or Supplemental Service Terms. We may terminate this Agreement for any reason by providing you 30 days advance notice.
(b) Termination for Cause.
(1) By Either Party. Either Party may terminate this Agreement for cause upon 30 days advance notice to the other Party if there is any material default or breach of this Agreement by the other party, unless the defaulting Party has cured the material default or breach within the 30 day notice period.
(2) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any User or Device or Application results in a suspension described in Section 2.12, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (C) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Services by you or any User or Device or Application or our provision of any of the Services to you has become impractical or unfeasible for any legal or regulatory reason.
5.3. Effect of Termination. Upon any termination of this Agreement:(a) all your rights under this Agreement immediately terminate;(b) you remain responsible for all fees and charges you have incurred through the date of termination;and(c) Sections 2.3, 2.4(b), 2.5, 2.6, 2.8, 6, 7.3, 8, 9, 10, 11 and 13 will continue to apply in accordance with their terms.
5.4 Post-Termination Assistance. Unless we terminate this Agreement pursuant to Section 5.2(b), during the 30 days following termination: (a) we will not erase any of Your Data as a result of the termination; (b) you may retrieve Your Data from the Services only if you have paid any charges for any post-termination use of the Services and all other amounts due; and (c) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers. Any additional post-termination assistance from us is subject to mutual agreement by you and us.
6. PROPRIETARY RIGHTS AND LICENSES.
6.1 Your Data. As between you and us, you or your licensors own all right, title, and interest in and to Your Data. Except as provided in this Section 6, we obtain no rights under this Agreement from you or your licensors to Your Data, including any related intellectual property rights. You consent to our use of Your Data to provide the Services to you. We may disclose Your Data to provide the Services to you or to comply with any request of a governmental or regulatory body (including subpoenas or court orders). If you choose to your share your devices, you are agreeing to share your device data with the users or applications that you share with. Notwithstanding anything to the contrary, we may use and disclose aggregated or anonymized data collected from Your Devices or Shared Devices or from use of the Services for our own purposes.
6.2 Shared Devices. If any of Your Devices is authorized to be a Shared Device, then you hereby consent to information and data to be collected from such Shared Devices and provided to other Users. Any such information and data provided to other Users will be considered to be the “Your Data” of such Users and owned by them as provided for in this Agreement (where such ownership refers to the particular copy of such information and data provided to such Users).
6.3 Limited License Granted to You. As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. Except as provided in this Section 6.3, you obtain no rights under this Agreement from us or our licensors to the Services, including any related intellectual property rights. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
6.4 Suggestions. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions. “Suggestions” means any and all suggested improvements to the Service Offerings that you provide to us.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES.
7.1 Mutual Authority. Each Party represents that it has validly entered into this Agreement and has the legal power and authority to do so.
7.2 Your Data. You represent and warrant that you have all of the rights necessary for us to process and use Your Data in connection with the Services and for you to grant us the rights to use Your Data as set forth in this Agreement. You also represent and warrant that you have complied with all applicable laws or other restrictions (including your privacy policies) in providing Your Data to us for use in connection with the Services.
7.3. DISCLAIMER OF WARRANTIES. Except as expressly set forth in this Agreement, neither Party makes any representations or warranties of any kind, whether express, implied, statutory or otherwise, and each Party hereby disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement, to the maximum extent permitted by applicable law.
8. LIMITATION OF LIABILITY
Except as set forth below in this Section 9, in no event will the aggregate liability of Zebra and its Affiliates (collectively) arising under or in connection with this Agreement exceed the Total Cap. Except as set forth below in this Section 9, and without limiting the applicability of the foregoing, in no event will the liability of Zebra and its Affiliates (collectively) arising under or in connection with this Agreement with respect to a single incident or group of related incidents exceed the Incident Cap. The above limitations will apply regardless of whether such liability arises under contract, tort or other theory, and regardless of whether Zebra or its Affiliates were advised of, knew about or should have known about the possibility of such liabilities. The “Incident Cap” is the greater of (a) the total amount of Fees paid by you for the Services giving rise to the incident or group of related incidents during the 12-month period immediately preceding such incident or the first incident in such group of related incidents or (b) US $100. The “Total Cap” means the greater of (y) the total Fees paid by you hereunder or (z) US $1,000.
9. EXCLUSION OF CONSEQUENTIAL DAMAGES.
Except as set forth below in this Section 10, in no event will either Party or its Affiliates be liable for any consequential, indirect, special, incidental or punitive damages (including lost revenue or lost profits) arising under or in connection with this Agreement. The above exclusion will apply regardless of whether such damages arise under contract, tort or other theory, and regardless of whether a Party or its Affiliates was advised of, knew about or should have known about the possibility of such damages. The exclusions in this Section 9 do not apply to your indemnity obligations under Section 10.
10.1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning: (a) your use of the Services (including any activities taken by Your Users or Your Devices); (b) breach of this Agreement or violation of applicable law by you or any of Your Users; (c) Your Data or the combination of Your Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Data or by the use of Your Data; or (d) a dispute between you and any User. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
10.2. Process. We will promptly notify you of any claim subject to Section 10.1, but our failure to promptly notify you will only affect your obligations under Section 10.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
11. GOVERNING LAW; JURISDICTION.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, United States of America, without regard to its conflicts of law principles. Any dispute relating in any way to this Agreement or the Services where a party seeks aggregate relief of $7,500 or more, or an injunction or similar equitable relief, will be adjudicated in any state or federal court located in Chicago, Illinois, United States of America. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
12. CHANGES TO THIS AGREEMENT.
We may modify this Agreement (including any Supplemental Service Terms) at any time by posting a revised version on the Zatar Site or by otherwise notifying you in accordance with Section 13. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Zatar Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
13.1 To You. We may provide any notice to you under this Agreement by: (a) posting a notice on the Zatar Site; or (b) sending a message to the email address then associated with your account. Notices we provide by posting on the Zatar Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
13.2 To Us. To give us notice under this Agreement, you must contact Zebra as follows: (i) by email sent to both email@example.com and firstname.lastname@example.org; or (ii) by overnight courier or registered or certified mail sent to Zebra Technologies Corporation, Attn: Zatar Team 475 Half Day Road, Ste 500, Lincolnshire, IL 60069, and with a copy sent to Zebra Technologies Corporation, Attn: General Counsel, 475 Half Day Road, Ste 500, Lincolnshire, IL 60069. We may update the email address or address for notices to us by posting a notice on the Zatar Site. Notices provided by email will be effective upon our receipt, as confirmed by our local email server. Notices provided by overnight courier will be effective on delivery, as confirmed by the courier. Notices provided by registered or certified mail will be effective on delivery, as confirmed by the postal service.
14.1 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause or circumstance beyond our reasonable control, including acts of God, acts of government, fire, earthquake, flood, other natural disaster, riots or civil unrest, acts or threats of war, acts or threats of terrorism, strike or other labor issues, failure of any telecommunications, utility, ISP or other essential service, or third-party interference (including denial of service attack) (“Force Majeure”).
14.2 Entire Agreement; English Language. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
14.3 Export Compliance. The Services, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
14.4. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice. In the event of such a termination, we will refund to you any prepaid fees covering the remainder of the term of all Services. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.5. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
14.6. Third-Party Beneficiaries. Our third-party licensors of Zatar Applications shall have the benefit of our rights and protections hereunder with respect to the applicable Zatar Applications. There are no other third-party beneficiaries under this Agreement.
14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
14.8. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
14.9 Publicity. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
14.10 Interpretation.The term “including” means “including without limitation.” The terms “herein” and “hereof” (and terms of similar import) refer to this Agreement as a whole and not any particular provision.
* * *