PLEASE READ THESE TERMS CAREFULLY BEFORE CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR OPENING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE. THE TERM "SOFTWARE" MEANS THE SOFTWARE ACCOMPANYING THIS AGREEMENT AND ALL OTHER SOFTWARE PROVIDED BY DATACORE WITH OR FOR USE WITH THE ACCOMPANYING SOFTWARE (UNLESS DATACORE PROVIDES YOU WITH A SEPARATE LICENSE FOR THAT SOFTWARE).
BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR OPENING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING ANY OF THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE SOFTWARE IS FOR USE BY A CORPORATION OR OTHER ENTITY, YOU REPRESENT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY. DATACORE IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT DOWNLOAD, OPEN, INSTALL, OR OTHERWISE USE ANY SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST PROMPTLY DESTROY ALL DOWNLOADED SOFTWARE IN YOUR POSSESSION OR CONTROL AND RETURN ALL OTHER SOFTWARE TO THE VENDOR FROM WHOM IT WAS ACQUIRED IN ACCORDANCE WITH THE VENDOR'S RETURN POLICY FOR THE SOFTWARE. IF, IN CONNECTION WITH INSTALLATION SERVICES PROVIDED TO THE END USER OR OTHERWISE, A PERSON OTHER THAN THE END USER CHECKS THE BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, THAT PERSON HEREBY REPRESENTS TO DATACORE THAT HE OR SHE IS AUTHORIZED TO ENTER INTO, AND HAS ENTERED INTO, THIS AGREEMENT ON BEHALF OF THE END USER, AND THAT HE OR SHE HAS PROVIDED A COPY OF THIS AGREEMENT TO THE END USER.
WARNING: UNTIL YOU HAVE CONVERTED TO A PAID PRODUCTION USE LICENSE, THIS LICENSE IS SOLELY FOR THE PURPOSE OF YOUR EVALUATION OF THE SOFTWARE; YOU ARE NOT PERMITTED TO USE THE SOFTWARE IN A PRODUCTION ENVIRONMENT OR TO PROVIDE SERVICES. IF YOU CHOOSE NOT TO CONVERT TO A PAID PRODUCTION USE LICENSE, THE SOFTWARE WILL CEASE FULL OPERATION IN 30 DAYS (OR SUCH OTHER DATE AS DATACORE MAY SPECIFY) ("EVALUATION PERIOD").
***CERTAIN DATACORE SOFTWARE REQUIRES ACTIVATION. IF THE SOFTWARE REQUIRES ACTIVATION IT WILL PROMPT YOU TO ACTIVATE THE SOFTWARE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED. IF THE SOFTWARE REQUIRES ACTIVATION AND IS NOT ACTIVATED WITHIN 30 DAYS AFTER SOFTWARE INITIALIZATION, IT WILL CEASE FULL OPERATION UNTIL THE SOFTWARE IS ACTIVATED. SOME EVALUATION VERSIONS OF THE SOFTWARE MAY NOT BE ELIGIBLE FOR ACTIVATION.***
Evaluation License Grant. Subject to the terms and conditions contained herein, and solely during the Evaluation Period, DataCore Software Corporation ("DataCore") hereby grants to you a revocable, non-transferable, non-exclusive license to download, install and use, or access and use on a third party cloud infrastructure, one copy of the binary code version of the Software for your internal use only in accordance with all the following: (i) solely for purposes of your internal evaluation and testing of the operation of the Software in a nonproduction environment; (ii) during the term of the Evaluation Period; and (iii) limited to the optional features (if any), number of computers (including virtual machines running in your own environment or on a third party cloud infrastructure authorized by DataCore), storage capacity, number of users, storage devices, drives, ports, and CPU cores and other limitations specified by DataCore, as applicable, for which you have been expressly authorized by DataCore. You will not cause or permit any use of the Software in a production environment. DataCore and its licensors reserve all rights not expressly granted to you herein, and no other licenses, whether express, implied or otherwise, are granted to you.
Production Use License Grant. Subject to the terms and conditions contained herein, DataCore Software Corporation ("DataCore") hereby grants to you a non-transferable, non-exclusive license to download, install and use, or access and use on a third party cloud infrastructure authorized by DataCore, the binary code version of the Software for your internal use, limited to the optional features (if any), number of computers (including virtual machines running in your own environment or on a third party cloud infrastructure), storage capacity, number of users, disk drives, ports, and CPUs and other limitations specified by DataCore, as applicable, for which you have paid the applicable license fee. If you want more than that for which you are licensed, you must purchase additional licenses. DataCore and its licensors reserve all rights not expressly granted to you herein, and no other licenses, whether express, implied or otherwise, are granted to you.
License Restrictions. Your employees may access the Software remotely through a wide area network or VPN, or other secure remote access method, provided that, if applicable, you may in no event exceed the number of permitted concurrent uses or users of the Software for which you have been expressly authorized by DataCore. In the absence of any express written authorization by DataCore to the contrary, the number of concurrent uses or users of the Software, the number of computers (including virtual machines) on which the Software may be used, and the number of copies of the Software you may make, shall be one. You may also make an additional back up copy of the Software, provided the copy must contain all of the original Software's copyright, trademark and other proprietary notices. You will not cause or permit: (i) use or copying of the Software, except as expressly provided in this Agreement; (ii) modification, rental, sub-license, lease, lending or transfer of the Software; (iii) reverse engineering, disassembly, or decompilation of the Software, except to the extent expressly permitted by law notwithstanding this prohibition; (iv) creation of any derivative works based on the Software; (v) except as DataCore may otherwise agree in writing, use of the Software in connection with a service bureau or other use or configuration whereby the Software is used by, for the benefit of, or to provide a service on the computer equipment of, a third party.
Ownership. All copies of Software are licensed, not sold. DataCore and its licensors retain all right, title and interest in the Software, and in all copies, improvements, enhancements, modifications and derivative works thereof, including, without limitation, all patent, copyright, trade secret, trademark and database rights. The terms of this Agreement are intended to benefit any third party licensors, who may directly enforce applicable terms of this Agreement to protect their interest in the Software.
Maintenance, Support and Updates. Except as provided under the limited warranty set forth below, and except as DataCore may otherwise expressly agree in writing, DataCore is under no obligation to maintain, support or update the Software in any way, or to provide updates or error corrections. Such services may be separately purchased. If DataCore provides you with a bug fix, maintenance release or update to the Software, it is provided to you as and shall be considered Software subject to the terms of this Agreement, unless you receive a separate license from DataCore for that release or update that supersedes this Agreement. In addition, the Software may contain a support function that, if exercised by you, will provide DataCore with certain system and registry information that DataCore may use to provide support to you, as well as to update or enhance the Software. By exercising this function, you consent to DataCore's access and use of such information for such purposes.
Feedback. In the event you provide any feedback, comments or suggestions for improvements to the Software ("Feedback"), you hereby grant DataCore an irrevocable, perpetual, unrestricted and transferable license to use and disclose such Feedback for any purpose, without further obligation to you.
Confidentiality. The Software contains confidential and proprietary information of DataCore and/or its licensors. You agree to take adequate steps to protect the Software from unauthorized disclosure or use.
Limited Warranty. During the Evaluation Period the Software is provided and you accept the Software "AS-IS" and "WITH ALL FAULTS." Upon commencement of the production use license, DataCore warrants for a period of ninety (90) days that the Software will substantially conform under normal use to DataCore's specifications contained in the user guides and operating manuals provided by DataCore with the Software. DataCore will, at its sole discretion, either promptly replace any Software that fails to comply with this warranty at its cost or refund the amount paid for the Software. Any claims submitted under this section must be submitted in writing to DataCore within the specified warranty period. This limited warranty is void if failure of the Software results from accident, abuse, misapplication, abnormal use or a virus. Any replacement for the Software, and any bug fix, maintenance release or update to the Software, will be warranted under this limited warranty for the remainder of the original warranty period applicable to the Software or thirty (30) days from its delivery, whichever is longer. THIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND DATACORE'S AND ITS SUPPLIERS' SOLE AND EXCLUSIVE LIABILITY, IN CONNECTION WITH THE SOFTWARE, INCLUDING FOR ANY BREACH OF THE WARRANTY RELATING TO THE SOFTWARE. THIS LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AND DATACORE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST HIDDEN DEFECTS TO THE FULLEST EXTENT PERMITTED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DATACORE OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. DATACORE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF VARIATIONS FROM THE DOCUMENTATION. DATACORE IS NOT RESPONSIBLE FOR ANY INTERFERENCE WITH OR INABILITY TO USE THE SOFTWARE RESULTING FROM ADDITIONAL SOFTWARE OR SERVICES PROVIDED BY THE CLOUD INFRASTRUCTURE SUPPLIER, IF ANY, THROUGH WHICH YOU ACCESS THE SOFTWARE.
Evaluation License Termination. The Evaluation license granted under this Agreement shall terminate automatically upon the expiration of the Evaluation Period. In addition, the Evaluation license shall terminate prior to its automatic termination upon the occurrence of any of the following: (i) either you or DataCore at any time give the other written notice of termination (with or without cause); (ii) you breach any provision in this Agreement; or (iii) if applicable, your access to the Software is terminated by your cloud infrastructure provider. The Software will cease to function or become inaccessible in whole or in part upon termination of the evaluation license.
Production Use License Termination. The production use license granted to you under this Agreement will terminate immediately and automatically without notice upon the occurrence of any of the following: (i) if you have licensed the Software on a subscription basis, upon the expiration of your subscription; (ii) you breach any provision in this Agreement; or, (iii) if applicable, your access to the Software is terminated by the cloud infrastructure provider through which you acquired the production use license. Upon termination of this license you will remove all copies of the Software and any part of the Software from any and all computer devices and destroy the Software. At DataCore's request, you will certify in writing to DataCore that all complete and partial copies of the Software have been destroyed and that no copies remain in your possession or under your control. The provisions of this Agreement, except for the license grant and warranty, will survive termination.
Limited Liability. UNDER NO CIRCUMSTANCES WILL DATACORE OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, SAVINGS, BUSINESS, GOODWILL OR DATA, COST OF COVER, RELIANCE DAMAGES OR ANY OTHER SIMILAR DAMAGES OR LOSS, EVEN IF DATACORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. EXCEPT AS LIMITED BY APPLICABLE LAW, DATACORE'S AND ITS SUPPLIERS' TOTAL LIABILITY UNDER THIS AGREEMENT OR OTHERWISE SHALL IN NO EVENT EXCEED THE GREATER OF $100 OR THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE LIABILITY. THE LIABILITY LIMITATIONS SET FORTH IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT OR THE INVALIDITY OF ANY OTHER PROVISION.
U.S. Government Rights. The Software and its documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the Software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement.
Export Law Assurances. The Software, including its documentation and related technical data, is subject to the export control laws and regulations of the United States ("Export Laws"). You agree not to export or re-export (directly or indirectly) the Software (including its documentation and related technical data) or any direct product thereof without fully complying with the Export Laws.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida U.S.A., excluding the United Nations Convention on Contracts for the International Sale of Goods, and without regard to principles of conflicts of law. Each party consents to the jurisdiction and exclusive venue of the state and federal courts of Broward County, Florida U.S.A.; provided, DataCore shall at all times have the right to commence proceedings in any other court of its choice of appropriate jurisdiction to obtain an injunction, specific performance or other equitable relief for protection of intellectual property rights.
Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign this Agreement in whole or in part, without DataCore's prior written consent. You agree to notify DataCore of any intended assignment, and to provide DataCore evidence of the proposed assignee's agreement to comply with the terms of this Agreement. Any attempt to assign this Agreement without such notice and consent will be null and void.
General Provisions. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby. No delay or failure by either party to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision of this Agreement. This Agreement is the complete and exclusive statement between you and DataCore relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties, if any, including but not limited to any prior license for the Software. This Agreement may only be amended in a writing executed by each party. In the case of any conflict between the terms of this Agreement and the provisions of any purchase order for the Software, the terms of this Agreement shall control. The parties confirm that it is their wish that this Agreement, as well as all other documents relating hereto, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s'y rattachent, soient rédigés en langue anglaise. The English language version of this Agreement will control in all respects, and all other versions are for convenience only and are not binding.
1.1. "EULA" means a license from DataCore to Customer that licenses Customer to use the Software.
1.2. "Software" means: (i) the DataCore software product licensed to Customer by DataCore for which Customer has purchased a Support Plan; (ii) the manuals and other end user documentation generally provided by DataCore with the software; and (iii) all modifications, corrections, or updates provided by DataCore or its agents or subcontractors in the course of providing the Support Services.
1.3. "Support Services" are the services that DataCore provides to Customer pursuant to DataCore's then-current standard support plans ("Support Plans"), as described in the Support Policies.
1.4. "Support Fees" means the fees payable by Customer for the Support Plan Customer has purchased.
1.5. "Support Policies" are the then-current policies set forth from time to time at www.datacore.com/services_support/servsup_policies.asp.
3.1 During the Support Services Term, DataCore will provide the Support Services to Customer provided Customer: (i) holds a valid EULA; (ii) complies with Customer's obligations under the EULA, this Agreement, and the Customer requirements specified in the DataCore policies applicable to the Support Plan purchased (See www.datacore.com/services_support/servsup_policies.asp ); (iii) has registered Customer's Software for support at www.datacore.com/services_support/servsup_policies.asp; and (iv) has fully paid all Support Fees. Also, if Customer has subscribed for access to the Software on a third party cloud infrastructure, the Support Services are subject to Customer maintaining in good standing its account with such third party.
3.2 DataCore may from time to time delegate the performance of any part of the Support Services to its appointed subcontractors and shall be entitled to provide (or direct the Customer to provide) such subcontractors with all such information and data concerning the Customer as may be necessary or desirable in order to facilitate the performance of the delegated Support Services by the relevant subcontractors.
3.3 In connection with rendering Support Services, DataCore might, in some circumstances, with Customer's permission, receive or have access to Customer data that may include "Personal Data" (as defined below) and "Confidential Information" (as defined below).
A. "Personal Data" is data identifying living individual persons within or without Customer's organization; each a "data subject"). DataCore may process Personal Data on behalf of Customer in connection with the performance of this Agreement. DataCore will treat all Personal Data as Confidential Information and will use the Customer Data for no other purpose but providing Support Services. Customer agrees that such processing may include the transfer of personal data outside the country in which such information is obtained, including but not limited to transfer outside the European Economic Area. Customer shall ensure that all requirements for processing personal data in accordance with this agreement are met. In particular, Customer shall be solely responsible for obtaining from each data subject any consent which is required for the processing of its personal data in connection with this this Agreement. The provision of the Support Services is conditional upon such consent.
B. "Confidential Information" means all information and documents made known by Customer to DataCore in connection with the Support Services that are designated as "Confidential," "Proprietary" or some similar designation at the time of disclosure or which at the time of disclosure a person would reasonably assume to be the confidential and proprietary information of Customer or its personnel. "Confidential Information" shall not, however, include any information which (i) was publicly known prior to the time of disclosure by Customer hereunder; (ii) becomes publicly known through no action or inaction of DataCore, (iii) has already been rightfully received by DataCore without any restriction on its use or disclosure at the time of disclosure by Customer; (iv) is obtained by DataCore without any restriction on its use or disclosure from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by DataCore without use of or reference to Confidential Information; (vi) is expressly approved for disclosure by Customer in advance; or (vii) is required by law to be disclosed by DataCore. Without Customer's prior written consent, DataCore will not use any Confidential Information for any purpose except to provide the Services and will take commercially reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of Confidential Information.
C. Notwithstanding anything to the contrary, DataCore is free to use any technical information, feedback and know-how regarding the Software, its use or interoperability and any problems encountered in connection the foregoing that it obtains in connection with the Support Services to update or enhance its software products or services, provided the information does not identify any living individual.
5.1. DataCore warrants that it will perform the Support Services in a professional manner, in accordance with generally accepted industry standards. If any Support Services do not comply with the warranty in this Section, DataCore will, at its discretion, either perform the Support Services again or refund the relevant Support Fees (or, if applicable, pro-rata portion thereof) paid for such Support Services. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND DATACORE'S AND ITS SUPPLIERS' SOLE AND EXCLUSIVE LIABILITY, IN CONNECTION WITH THE SUPPORT SERVICES, INCLUDING FOR ANY BREACH OF WARRANTY IN THIS SECTION.
5.2. THE WARRANTY SET FORTH IN SECTION 5.1 AND THE SOFTWARE WARRANTY SET FORTH IN THE EULA ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, AND DATACORE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST HIDDEN DEFECTS TO THE FULLEST EXTENT PERMITTED BY LAW. DATACORE DOES NOT WARRANT THAT THE SUPPORT SERVICES OR SOFTWARE PROVIDED THEREUNDER WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR FREE OF VARIATIONS FROM THE DOCUMENTATION. DATACORE IS NOT RESPONSIBLE FOR ANY INTERFERENCE WITH OR INABILITY TO USE THE SOFTWARE RESULTING FROM ADDITIONAL SOFTWARE OR SERVICES PROVIDED BY THE CLOUD INFRASTRUCTURE SUPPLIER, IF ANY, THROUGH WHICH CUSTOMER ACCESSES THE SOFTWARE.
6.1. IN NO EVENT SHALL DATACORE OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, SAVINGS, BUSINESS, GOODWILL OR DATA), COST OF COVER, RELIANCE DAMAGES OR ANY OTHER SIMILAR DAMAGES OR LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2. EXCEPT AS LIMITED BY APPLICABLE LAW, DATACORE'S AND ITS SUPPLIERS TOTAL LIABILITY, UNDER THIS AGREEMENT OR OTHERWISE SHALL IN NO EVENT EXCEED THE GREATER OF $100 OR THE AMOUNT PAID BY CUSTOMER FOR THE SUPPORT PLAN FOR THE SUPPORT SERVICES TERM IN WHICH THE LIABILITY AROSE.
6.3. THE LIABILITY LIMITATIONS IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED UNDER THIS AGREEMENT OR THE INVALIDITY OF ANY OTHER PROVISION. IF THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN DATACORE'S AND ITS SUPPLIERS' LIABILITY HEREUNDER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
7.1. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law. Each party consents to the exclusive jurisdiction of the state and federal courts of Broward County, Florida U.S.A.; provided that DataCore shall at all times have the right to commence proceedings in any other court of its choice of appropriate jurisdiction to obtain an injunction, specific performance or other equitable relief for protection of intellectual property rights, and further provided that if the Support Plan was purchased by Customer under an agreement between Customer and DataCore that contains a provision for arbitrating claims between Customer and DataCore, that provision shall apply to disputes under this Agreement.
7.2. All notices under this Agreement must be delivered in writing (including by facsimile) to the other party at the address given for that party in DataCore's records (if to Customer) or DataCore's principal place of business in Fort Lauderdale, Florida (if to DataCore), or any replacement address notified by that party in accordance with this Section.
7.3. No delay or failure by either party to enforce any right under this Agreement shall constitute a waiver of that right or any other right. A waiver of any breach or default under this Agreement shall not constitute a waiver of any other right for subsequent breach or default.
7.4. Customer may not assign, delegate or transfer this Agreement, or any rights or obligations under this Agreement, without the prior written consent of DataCore. Customer agrees to notify DataCore of any intended assignment or transfer, and to provide DataCore evidence of the proposed assignee's agreement to comply with the terms of this Agreement. Any attempt by Customer to assign, delegate or transfer in breach of this Section shall be void. DataCore may assign the benefits and/or delegate its obligations under this Agreement. DataCore shall notify Customer if it assigns the benefits under this Agreement. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
7.5. If any provision of this Agreement is found illegal or unenforceable, it will be modified to the minimum extent required to make it legal and enforceable, and the legality and enforceability of the other provisions of this Agreement will not be affected.
7.6. Neither party shall be in default by reason of any failure to perform any obligation (excluding any obligation to pay money) due to unforeseen circumstances or to causes beyond such party's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages of transportation, facilities, fuel, energy, labor or materials.
7.7. Sections 4, 6 and 7 shall survive termination of this Agreement.
7.8. This Agreement is the complete and exclusive agreement between the parties with respect to its subject matter, and supersedes any previous or contemporaneous agreement, proposal, commitment, or representation, whether oral or written, and any other communications between the parties in relation to such subject matter, including any different or additional terms on Customer's purchase order form or similar document. This Agreement may only be amended in writing executed by both parties. The parties confirm that it is their wish that this Agreement, as well as all other documents relating hereto, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s'y rattachent, soient rédigés en langue anglaise. The English language version of this Agreement will control in all respects, and all other versions are for convenience only and are not binding.