Terms of Service

Thank you for your interest in MeasureOne, Inc. ("MeasureOne," "We" or "Us")!

These Terms of Service (this “Agreement”) represent a legally binding agreement between You (or our "Customer") and Us governing Your access to and use of our Services. "You" in the case of an individual accepting this Agreement on his or her own behalf, means that individual, and in the case of an individual accepting this Agreement on behalf of a company or other legal entity, means the company or other legal entity for which that individual is accepting this Agreement, and affiliates of that company or entity (for so long as they remain affiliates).

If You use Our Services, You are agreeing to the Terms of Service set forth in this Agreement. If You do not agree to the Terms of Service set forth in this Agreement, You must not access or use Our Services.

This Agreement begins on the date on which You first access or use the Services. We call that date the "Effective Date" of this Agreement, and Your rights and obligations begin on that specific date.

Please note that We may decide to modify this Agreement from time to time. We have the right to make modifications under this Agreement and You should take a look at Section 8.3 to further understand Our ability to implement modifications.

Here are the specific legal rights and obligations that You and We have under this Agreement:

1. ACCESS RIGHTS; RESTRICTIONS

1.1 Access. Subject to Your compliance with this Agreement, You have the non-exclusive right during the applicable term to: (i) internally use the package of application programming interface materials that We provide to You (the “API Package”) for the sole purpose of making Your application work and interoperate with the Services that We provide (those services, together with the API Package, and the reports, analytic and predictive models, scores (including Our MeritScore and GradScore and future products that We may offer) and other deliverables from our Service, being collectively referred to in this Agreement as the “Services”), and (ii) use the Services for the benefit of Yourself and Your clients and product end users (Your clients and the users of Your products being collectively referred to as “End Users”) through the Customer Application and not for any other purpose (subject, in all cases, to applicable privacy and data protection laws, regulations and obligations).

Any Customer Data (as defined) or other information You provide to Us will be accurate, complete and up-to-date, in all material respects, and You will immediately notify Us if any previously provided information is out-of-date or becomes materially inaccurate. You understand that Our Services depend on the accuracy and completeness, among other things, of Customer Data submitted to Us, and We assume no responsibility or liability for Services obtained on the basis of inaccurate, outdated, incomplete or misleading Customer Data.

Your access to our Services is conditioned on, and subject to, Your (x) having obtained, prior to the submission of Customer Data (as defined) to Us, all Requisite Consents (as defined) (and, if We require confirmation of that Requisite Consent, You will provide Us with any evidence that We believe appropriate to document the provision of that Requisite Consent) and (y) representation, which will be deemed to have been made each time You use our Services. that You have complied, and are in compliance, with all laws and regulations (including those related to data and privacy) applicable to Your activities, Your use of the Services and Your submission, or the submission by any of Your End Users, of Customer Data to Us. If We determine that You have made misrepresentations to Us, breached Your obligations to Us, or there are improprieties involved with Your access to, or use of, Our Services, We may, in addition to other rights or remedies We have, immediately suspend Your access to, and use of, the Services (in which event any Permitted Users will also have their access immediately suspended), without notice or liability.

For purposes of this Agreement, We have defined the following terms:

"Content" means information that We obtain from publicly available sources or Our third party content providers that We make available to You through the Services

"Customer Data" means electronic data and information submitted by, for, through or on behalf of You (including data and information submitted to Us by, or for the benefit or at the request of, any End User through an API Package or otherwise delivered in connection with Your products and use of Our Services) to Us for processing in connection with Your use of Our Services, but does not include Content, any Non-MeasureOne Applications or any non-Customer Data that we create, develop or prepare as part of Our Services.

"Non-MeasureOne Applications" means a Web-based, mobile, offline or other software application functionality that interoperates with the Service, that is provided by You or a third party.

"Requisite Consent" means the informed and knowing consent and permission of You and Your End Users or any other persons that submit Customer Data to Us for processing in connection with Your use of Our Services and to which You and any End User grants to us, as part of the Requisite Consent, an irrevocable, royalty-free license to use that Customer Data in, and for the benefit of, the Services and for the other purposes permitted by this Agreement, including the use of anonymized, masked and aggregated Customer Data (which will not identify any specific End Users), and quantitative meta-data that We derive from delivery of the Service to improve, maintain and enhance the Services, for industry analyses, for benchmarking purposes and for other business purposes incidental thereto.

1.2 Restrictions. Unless We otherwise permit You in writing to do otherwise, You will not,: (i) attempt to reverse engineer , decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services, except as otherwise expressly permitted and contemplated by this Agreement; (iii) make the Services available to, or use the Services for the benefit of, anyone other than Yourself for Your business purposes or Your End Users; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services to any third-party, or include any Services in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Services; or (vi) attempt to create a substitute or similar service through use of, or access to, the Services. You will use the Services in compliance with (a) Our developer policies , which may change from time to time and (b) any agreements or arrangements that You may otherwise have with Your End Users that affect Your ability to use Our Services, including Your ability or rights to share and use Customer Data with Us. You will not assist, enable or encourage any other person to undertake actions that would violate any of the foregoing restrictions to which You have agreed.

1.3 Ownership and Service Improvements. Except for the rights expressly granted under this Section 1, We reserve and retain all right, title, and interest in and to the Services (other than Customer Data, which shall continue to belong to You, or the End Users, even after You submit that Customer Data to Our Service), including, without limitation, the API Package and all reports, analytic and predictive models, algorithms, scores (including Our MeritScore and GradScore and future products that We may offer), software, products, deliverables, works, and other intellectual property created, used or provided by Us, and any derivatives, enhancements, improvements or extensions of any of the foregoing. You and Your End Users will own all right, title and interest in and to the Customer Data that You provide to Us in connection with Your use of the Services, except that We have the right, and an irrevocable, royalty-free license, to use (i) Customer Data during the term of this Agreement as necessary to provide You with the Services and (ii) anonymized, masked and aggregated Customer Data (which will not identify any specific End Users), and quantitative meta-data that We derive from delivery of the Service , to improve, maintain and enhance the Service, for industry analysis, for benchmarking purposes and other business purposes incidental thereto, including the improvement, development and enhancement of Our predictive and performance models and Our MeritScore, GradScore or any future products that We may offer.

If You provide Us with Feedback ( as defined) relating to the Services (including, without limitation, feedback related to volumes, usability, performance, interactivity, bug reports and test results) (all such feedback being collectively referred to as “Feedback”), We will own all right, title and interest in and to the Feedback (and You hereby make all assignments necessary to perfect that ownership in Us). If You are not permitted for any legal reason to assign to Us all rights in the Feedback, You hereby grant to Us a worldwide, perpetual, irrevocable, royalty-free license, and sublicense, to use and incorporate into Our Services any suggestion, enhancement, request, recommendation, correction or other form of Feedback that You or any of Your End Users provide or communicate to Us.

In further consideration of Your access to the Services, (a) if You use Our MeritScores, GradScores, or similar scoring data, You hereby agree, if requested by Us, to deliver and provide to Us data and information regarding the efficacy, accuracy and predictive analytics that the use of Our Services (and Our MeritScores, GradScores or any similar scoring data) may have enabled in Your business, including, on an anonymized, masked or aggregated basis, the performance or non-performance and related characteristics of End Users that may have obtained services or other products from You in connection with, or related to, Your access to, and use of, Our Services; (b) We may disclose that You are a customer of Ours and make reference to Your corporate names and use Your logos and trademarks consistent with that limited purpose; and (c) We may include in Our website, case studies, marketing materials, and conference presentations and other speaking opportunities that, subject to Our confidentiality obligations to You, make use of Your access to Our Services. If You request, We will, however, discontinue, as soon as reasonably practicable, Our use of Your name, logo, trademarks and other information as permitted by the preceding sentence, except to the extent that any of that information was included in printed materials existing prior to the date of Your request (but We will not print any further materials of that nature after We receive Your request).

1.4 Privacy and Authorizations. Because of the nature of the Customer Data that We expect to receive and process in connection with Your use of Our Services, You are required to obtain the Requisite Consent before any End User engages with a Customer Application that accesses or uses the Services. To ensure that the Requisite Consent is properly informed and knowingly made by any End User, We expect that all Requisite Consents upon which We base Our determination to offer access to, and use of, Our Services will include a consent from Your End Users that is substantially and substantively consistent with the following:

"To access our services and products, you are required to submit your academic transcript and related data and information to our service providers and partners or to submit that data and information to us for further delivery to those service providers and partners. We will provide you with a link or other method for delivering to us, or our service providers and partners, your academic and related data and information. By submitting that data and information, you consent, and grant permission, to our use, and the use by our service providers and partners, of that data and information to create, develop and prepare predictive and analytic scores and models that we may use to make credit, employment or other decisions affecting you. You expressly consent, and hereby grant an irrevocable, royalty-free license, and sublicense, to the foregoing uses and applications, to sharing your data and information with our service providers and partners for those purposes, and for those service providers and partners to process and use your data and information to operate, maintain and enhance the services and products of our service providers and partners, for industry analyses, for benchmarking purposes and for other business purposes incidental thereto, which may include collecting, retaining and using anonymized, masked or aggregated versions of the data and information you have provided (which will not specifically identify you) for any of the foregoing purposes."

You represent that You have provided all notices and obtained the Requisite Consent, and any other consents or permissions necessary or advisable under applicable laws and regulations and Your data and privacy policies to enable Us to provide the Services and to process all Customer Data necessary to deliver the Services. You will not make representations or other statements to Your End Users or other third parties regarding Our access to, and use of, Customer Data that are inconsistent with the terms of this Agreement.

1.5 Permitted Users. You are authorized to provide Your employees, authorized agents, authorized contractors and designated third-party service providers with access to the Services on Your behalf if consistent with the purposes of this Agreement (each such person being referred to as a “Permitted User”), provided that, in any such case, You will remain entirely responsible for compliance with this Agreement by any Permitted Users and understand that access to, or use by, a Permitted User does not modify the express purpose, and other restrictions, for which You are provided the Services. You are fully responsible under Section 2 (Payments) of this Agreement for any fees or charges incurred by Permitted Users. We do not assume responsibility to provide support or technical assistance to any Permitted Users nor do We have any liability, and You expressly agree to indemnify and hold Us harmless, for use of the Services by a Permitted User.

1.6 Development Accounts. We offer free sandbox or development accounts for You to evaluate Our Services (these evaluation accounts are referred to as "Development Accounts"). You may use Development Accounts solely for internal evaluation of Our Services to determine whether to submit a paid Order Form for purchased Services. Our Development Accounts may not be used for commercial deployment by You. If You use Our Development Accounts, You must comply with all evaluation documentation, policies, restrictions and instructions. We may make available different types of Development Accounts, and each Development Account may have limited functionality, availability, support and other access or usage restrictions. We may modify or disable Development Accounts (and delete Customer Data therein without prior notice and without liability). Subject to the foregoing provisions of this Section 1.6, all Development Accounts remain subject to all other applicable terms of this Agreement, including Sections 1.2 (Restrictions) through 1.5 (Permitted Users), 6 (Warranty; Disclaimer) and 7 (Limitation of Liability).

2. PAYMENTS

Payments for any charges or other fees ("Payments") must be made within fifteen (15) days from the date of Our applicable invoice. Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum rate permitted by law, whichever is higher, plus all expenses, including attorneys' and filing fees and court costs, that We incur if We have to pursue collection against You. You are fully responsible for all taxes associated with Services other than taxes based on Our income. All Payments are non-refundable, non-cancellable, not subject to rights of set-off and must be paid even during any suspension of Service. Unless otherwise specified, all Payments must be made in United States Dollars.

3. TERM; TERMINATION

3.1 Term of Agreement. This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with its terms. When termination of this Agreement becomes effective, We will terminate all further access to, and use of, Our Services and You will immediately terminate Your ongoing use of Our Services.

3.3 Termination. Both We and You have the right to terminate this Agreement for the following reasons:

(i) For Cause. Either We or You may terminate this Agreement in the event the other party materially breaches this Agreement and that breach (if susceptible of cure) is not cured, to the reasonable satisfaction of the non-breaching party, within ten (10) days after receipt of a written notice detailing the breach. In addition, We may immediately suspend the Services if We believe that (a) there is unauthorized access to, or use of, the Services through Your account or that of Your Permitted Users, (b) continued provision of the Services by Us may materially harm Our business or reputation or otherwise subject Us to liability for any reason, or (c) You materially breach Section 1, 2 or 4 of this Agreement.

(ii) For Convenience. If We are not actively providing Services. We or You may terminate this Agreement for any reason, and without cause, upon at least thirty (30) days’ prior written notice to the other party.

(iii) Effect of Termination. Upon termination of this Agreement, all rights granted to You hereunder will terminate and You will make no further use of the terminated Services or the applicable API Package (copies of which will be immediately returned to Us or destroyed). Upon termination or expiration of this Agreement, You will have the right, within thirty (30) days of termination or expiration of this Agreement, to request that We return to You any Customer Data that You or Your End Users provided to Us that remains in our possession at the time of termination, which We will do as promptly as reasonably practicable, at Your cost, in our standard database export format, or to destroy that Customer Data (which We will do in any event if You do not request the return of that Customer Data with the thirty (30) day period referred to in this sentence), subject in all cases to applicable laws.

4. CONFIDENTIALITY

During the term of this Agreement, We or You (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) confidential and/or non-public, proprietary materials and information (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Service, pricing information, Feedback, Our API Packages and terms of this Agreement constitute Our Confidential Information and Customer Data constitutes Your Confidential Information. Except for any rights otherwise granted under this Agreement to use Confidential Information of the Disclosing Party as contemplated by this Agreement, the Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such Confidential Information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information for the express purposes permitted by this Agreement. Confidential Information will not include any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from, and without use of, the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third-party without any restriction or other obligation of confidentiality, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. The Receiving Party may disclose Confidential Information if legally compelled by law or court order upon advice of external legal counsel; provided that the Receiving Party delivers prior written notice of its obligation to make that disclosure to the Disclosing Party and reasonably cooperates with the Disclosing Party, at the Disclosing Party's expense, if the Disclosing Party desires to prevent or limit that disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof (subject, in the case of Customer Data, to the further provisions of Section 3.3(iii), and the rights and licenses granted to Us in this Agreement with respect to Our ability to use Customer Data). Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement.

5. INDEMNITY

You will defend, indemnify and hold Us fully harmless from and against all claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), arising out of or in connection with: (i) Your breach of any of Your representations hereunder, including Your failure to obtain the Requisite Consent or other permissions applicable to the use of Our Services, or Your violation of any laws or regulations (including data and privacy laws and regulations) or agreements, contracts or policies to which You are party or subject that affect or otherwise implicate Your access to, and use of, Our Services or the interaction with Our Services of any End Users; (ii) Your unauthorized or inappropriate use of Our Services and (iii) the determinations or decisions You may make, or not make, that affect or involve any of Your End Users, whether based, in whole or in part, on access to, or the use of, Our Services, including claims, actions or proceedings under any theory of contract, tort (including negligence), strict liability, or otherwise that are initiated or prosecuted by any of Your End Users or other third parties, including any government or agencies thereof, that name, implead or involve Us in any manner.

6. WARRANTY; DISCLAIMER

WE PROVIDE OUR SERVICES “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OF ANY OF OUR OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, AGENTS, LICENSORS OR DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. WE DO NOT MAKE ANY WARRANTY AS TO ACCURACY, COMPLETENESS, DEPENDABILITY OR RELIABILITY OF THE MERITSCORES, GRADSCORES OR ANY OTHER SCORING DATA OR INFORMATION THAT MAY BE DELIVERED OR PROVIDED IN CONNECTION WITH THE SERVICES NOR DO WE MAKE ANY WARRANTY REGARDING THE PREDICTIVE VALUE OR PERFORMANCE CHARACTERISTICS OF THAT DATA OR OTHER INFORMATION.

7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, AGENTS, LICENSORS OR DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA OR OTHER INFORMATION (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE OR FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF US AND ALL OTHER PERSONS REFERRED TO IN THIS SECTION 7 IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE OR ENLARGE THE FOREGOING PAYMENT LIMITATION. THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 7 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. MISCELLANEOUS

8.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

8.2 Titles; Survival; Third Party Beneficiaries. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. Sections 1.2, 1.3, 1.4, 1.5, 2, 3, 4, 5, 6 and 7 of this Agreement will survive any termination of this Agreement. Except for Section 5 (Indemnification). there are no intended third party beneficiaries of this Agreement.

8.3 Assignment. This Agreement is not assignable or transferable by You without Our prior written consent; provided, however, that You may (x) upon prior written notice to Us, and subject to clause (y) hereafter, transfer and assign Your rights and obligations under this Agreement to a wholly-owned affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Your assets to which this Agreement relates and (y) not transfer or assignment this Agreement to one of Our direct competitors. We may freely assign this Agreement.

8.3. Entire Agreement; Waivers and Delay. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter hereof. The terms of this Agreement apply to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You acknowledge that You have has not relied on any statement, promise or representation made or given by or on behalf of Us that is not set forth in this Agreement. Your orders are not contingent, and You have not relied, on the delivery of any future functionality regardless of any verbal or written communication about Our future plans. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. All waivers and modifications of this Agreement must be in a writing signed by both parties, except that We may modify this Agreement at any time upon not less than ten (10) days prior written notice to You (provided that for Development Accounts, You must accept the modifications to continue accessing or using Your Development Accounts and if You object to the modifications, Your exclusive remedy is to cease any and all access and use of those Development Accounts. You may be required to click to accept or otherwise agree to the modified Agreement in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Your acceptance of the modified version. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement; and (2) the applicable documentation, if any.

8.4 Relationship of Parties. The parties are independent contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement.

8.5 Notices. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by a recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email with confirmation of receipt (except that email shall not be sufficient for notices regarding a Claim). You consent to receive any notices to which this Agreement refer from US electronically, including by email or by posting notices on Our website. You agree that any notices we provide to You electronically satisfy any legal requirements that those communications be in writing.

8.6 Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (excluding Your failure to pay amounts owed when due), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.

8.7 Export Controls. Each party shall comply with applicable export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not export, re-export or provide access to the Services in violation of any export or import laws or regulations. In addition to the foregoing, You shall not export or re-export the Services into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has prohibited exports, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List.

8.8 GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall be governed by the internal laws of the state of California, without regard to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco County, California, for the purposes of adjudicating any dispute arising out of this Agreement. Each party hereto expressly consents to service of process by registered mail. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.