Aireagóir and Reseller Terms of Use for the Bunús and Tèarainte  Cloud Platforms

The Aireagóir Bunús or Tèarainte Cloud Platform (“Platform”) are available to your business via an Aireagóir Reseller. As a customer of the Reseller and by utilizing the Platform your business is bound by these Terms of Use. This is your responsibility to read and understand these Terms of Use and by utilizing the Platform you agree to be bound by these Terms of Use.

 

Reseller and Aireagóir Representations.

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The Aireagóir Reseller hereby represents and warrants to your business that the Reseller and Aireagóir will function in their capacity in accordance with these Terms of Use. 

 

1. Provision of the Services.

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1.1 Services Use. Subject to this Agreement, during the Term, Customer may: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any Software provided by Aireagóir as part of the Services. Customer may not sublicense or transfer these rights except as permitted under the Assignment section of the Agreement.

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1.2 Console. Aireagóir will provide the Services to Customer. As part of receiving the Services, Customer will have access to the Admin Console, through which Customer may administer the Services.

1.3 Facilities. All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Aireagóir processes and stores its own information of a similar type. Aireagóir has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.

 

1.4 Data Location. Customer may select where certain Customer Data will be stored (“Data Location Selection”), and Aireagóir will store it there in accordance with the Service Specific Terms. If a Data Location Selection is not covered by the Service Specific Terms (or a Data Location Selection is not made by Customer with respect to any Customer Data), Aireagóir may process and store the Customer Data anywhere Aireagóir or its agents maintain facilities. By using the Services, Customer consents to this processing and storage of Customer Data.

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1.5 Accounts. Customer must have an Account and Password to use the Services, use of MFA is strongly recommended, and customer is responsible for the information it provides to create the Account and passwords for the Account, and for any use of its Account and Password. If Customer becomes aware of any unauthorized use of its Account or the Password, Customer will notify Aireagóir immediately. Aireagóir is not required and has no obligation to provide Customer multiple Accounts or passwords.

 

1.6 New Applications and Services. Aireagóir may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the “Services” definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional terms.

1.7 Modifications.

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a. To the Services. Aireagóir may make commercially reasonable updates to the Services from time to time. If Aireagóir makes a material change to the Services, Aireagóir will inform Customer, provided that Customer has subscribed with Aireagóir to be informed about such change.

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b. To the Agreement. Aireagóir may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Aireagóir, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. Aireagóir will provide at least 90 days’ advance notice for materially adverse changes to any SLAs by either: (i) sending an email to Customer’s primary point of contact; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, please stop using the Services. Aireagóir will post any modification to this Agreement to the Terms URL.

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c. To the Data Processing and Security Terms. Aireagóir may only change the Data Processing and Security Terms where such change is required to comply with applicable law, applicable regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing and Security Terms, or where such change:

(i) is commercially reasonable.

(ii) does not result in a degradation of the overall security of the Services.

(iii) does not expand the scope of or remove any restrictions on Aireagóir’s processing of Customer Personal Data, as described in Section 5.2 (Scope of Processing) of the Data Processing and Security Terms; and

(iv) does not otherwise have a material adverse impact on Customer’s rights under the Data Processing and Security Terms.

If Aireagóir makes a material change to the Data Processing and Security Terms in accordance with this Section, Aireagóir will post the modification to the URL containing those terms.

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1.8 Service Specific Terms and Data Processing and Security Terms. The Service Specific Terms and Data Processing and Security Terms are incorporated by this reference into the Agreement.

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2. Payment Terms.

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2.1 Free Services. Certain Services are provided to Customer without charge. Aireagóir reserves the right to change free services to chargeable at any time with thirty (30) days’ notice.

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2.2 Billing. Aireagóir will issue an electronic bill to Customer for all charges accrued for the usage period. For specific information on chargeable and billing functionality please contact your Reseller or Aireagóir.

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2.3 Taxes. (a) Customer is responsible for any Taxes, and Customer will pay Aireagóir for the Services without any reduction for Taxes. If Aireagóir is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Aireagóir with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to Aireagóir, Customer must provide Aireagóir with an official tax receipt or other appropriate documentation to support such withholding.

(b) If required under applicable law, Customer will provide Aireagóir with applicable tax identification information that Aireagóir may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Aireagóir for) any taxes, interest, penalties, or fines arising out of any mis-declaration by the Customer.

 

2.4 Invoice Disputes & Refunds. Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to Aireagóir, Aireagóir will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Aireagóir will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty days after charged (this does not affect any Customer rights with its credit card issuer). Refunds (if any) are at the discretion of Aireagóir and will only be in the form of credit for the Services. Nothing in this Agreement obligates Aireagóir to extend credit to any party.

 

2.5 Delinquent Payments; Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Aireagóir in collecting such delinquent amounts. If Customer is late on payment for the Services, Aireagóir may Suspend the Services or terminate the Agreement for breach pursuant to Section 9.2.

 

2.6 No Purchase Order Number Required. For clarity, Customer is obligated to pay all applicable Fees without any requirement for Aireagóir to provide a purchase order number on Aireagóir’s invoice (or otherwise).

 

3. Customer Obligations.

 

3.1 Compliance. Customer owns, manages, and is solely responsible for its applications, non- Aireagóir managed systems, projects, customer data and any other customer owned, contracted, and or managed Information Technology. Customer is responsible for ensuring all customer end users comply with customer’s obligations under the Aireagóir agreements, and all specific terms and restrictions in Sections 3.3 and 3.5 below.

 

3.2 Privacy. Customer is responsible for the privacy, controls, and any consents necessary to permit the processing of customer data under this agreement.

 

3.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Services separate from any integrated Application; (d) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the Services in a manner intended to avoid incurring Fees or exceed usage limits or quotas; (e) unless otherwise set forth in the Service Specific Terms, use the Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network; or (f) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Unless otherwise specified in writing by Aireagóir, Aireagóir does not intend uses of the Services to create obligations under HIPAA and makes no representations that the Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from Aireagóir.

 

3.4 Third-Party Components. Third party components (which may include open-source software) of the Services may be subject to separate license agreements. To the limited extent a third-party license expressly supersedes this Agreement, that third party license governs Customer’s use of that third party component.

 

3.5 Documentation. Aireagóir may provide information for the use of Aireagóir services. It is recommended that the customer review any application development approach with Aireagóir technical staff.

 

 

4. Suspension.

 

4.1 Terms of Use or Agreement Violations. If Aireagóir becomes aware that Customer’s or any Customer End User’s use of the Services violates the Terms of Use or Agreement then Aireagóir will give notify customer as immediately as possible of the violation requesting Customer correct the violation immediately. If Customer fails to correct the violation within 48 hours of receiving Aireagóir’s request, then Aireagóir may Suspend all or part of Customer’s use of the Services until the violation is corrected. Customer continues to be responsible for all financial obligations while violation(s) are being corrected and is not eligible for discounts, credits, or waiving of any Aireagóir fees or contractual charges.

 

4.2 Other Suspension. Notwithstanding Section 4.1 (AUP Violations) Aireagóir may immediately Suspend all or part of Customer’s use of the Services if: (a) Aireagóir believes Customer’s or any Customer End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the Aireagóir network or servers used to provide the Services, which may include use of the Services for cryptocurrency mining without Aireagóir’s prior written approval; (b) there is suspected unauthorized third-party access to the Services; (c) Aireagóir believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). Aireagóir will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, unless prohibited by applicable law, Aireagóir will notify Customer of the basis for the Suspension as soon as is reasonably possible.

 

5. Intellectual Property Rights; Use of Customer Data; Feedback; Benchmarking.

 

5.1 Intellectual Property Rights. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application or Project (if applicable), and Aireagóir owns all Intellectual Property Rights in the Services and Software.

 

5.2 Use of Customer Data. Aireagóir will not access or use Customer Data, except as necessary to provide the Services and TSS to Customer.

 

5.3 Customer Feedback. If Customer provides Aireagóir Feedback about the Services, then Aireagóir may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Aireagóir all right, title, and interest in that Feedback.

 

5.4 Benchmarking. If any comparative or compatibility testing, benchmarking, or evaluation of the services through a third party is conducted, which must be disclosed to Aireagóir, customer may not disclose the information without Aireagóir’s knowledge and approval. results of any such Test (which disclosure will include all information necessary for Customer or a third party to replicate the Test). To the extent this Section 5.4 conflicts with any other Customer product or service terms, this Section 5.4 will govern.

 

6. Technical Support Services

6.1 By Customer. Customer is responsible for technical support of its Applications and Projects.

6.2 By Aireagóir. Subject to payment of applicable support Fees, Aireagóir will provide Technical Support Services to Customer during the Term.

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7. Deprecation of Services

7.1 Discontinuance of Services. Subject to Section 7.2, Aireagóir may discontinue any Services or any portion or feature for any reason at any time without liability to Customer.

7.2 Deprecation Policy. Aireagóir will announce if it intends to discontinue or make backwards incompatible changes to the Services with a minimum of 30 days’ notice. Aireagóir will use commercially reasonable efforts to continue to operate those Services versions and features identified for at least one year after that announcement. The support duration is solely at Aireagóir’s discretion.

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8. Confidential Information.

 

8.1 Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.

 

8.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third-party requests concerning its use and Customer End Users’ use of the Services.

 

9. Term and Termination.

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9.1 Term. The Agreement will begin on the Effective Date and will remain in effect for an initial 12-month term (“Initial Term”), unless either Party terminates the Agreement in accordance with Section 9.2 (Termination). Thereafter, the Agreement will automatically renew for consecutive 12-month terms (each a “Renewal Term”, and together with the Initial Term, as the “Term”), unless a Party terminates the Agreement in accordance with Section 9.2.

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9.2 Termination for Cause. Without limiting a Party’s other termination rights in the Agreement and without affecting any other rights or remedies to which such Party may be entitled, the Agreement may be terminated by a Party in advance of the expiration of the Term upon the occurrence of any of the following:

1. In the event of a material breach of the Agreement by a Party, the other Party may notify such Party of such material breach in a writing that sufficiently details the allegations of such breach and provide 30 days from the date of such notice to cure the breach or end the violation. The termination will be automatically effective on the 31st day unless otherwise withdrawn in writing by the Party that first provided notice. Notwithstanding the foregoing, the cure period for any breach relating to the failure to pay any undisputed fees owed hereunder is set forth in Section 4.3 (Payment Terms).

2. In the event that: (i) the other Party’s assets are seized or attached in conjunction with any action against it by a third party; (ii) the other Party has taken any action for the purpose of entering into winding-up, dissolution, bankruptcy, reorganization or similar proceedings analogous in purpose or effect thereto, including making a general assignment for the benefit of its creditors; (iii) the other Party becomes insolvent or admits in writing to its inability to pay its debts as they mature; or (iv) the other Party ceases operations for any reason. The termination will be effective immediately upon written notice to such other Party or the date set forth in such notice.

 

9.3 Termination for Convenience. Unless otherwise specified in a Customer Order, Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and upon termination, must cease use of the applicable Services. Aireagóir may terminate this Agreement for its convenience at any time without liability to Customer to the extent permitted by law.

 

9.4 Effect of Termination. If the Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to Aireagóir are immediately due upon receipt of the final bill; (iii) Customer will delete the Software, any Application, Instance, Project, and any Customer Data; and (iv) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

 

10. Publicity. Customer is permitted to state publicly that it is a customer of the Services, consistent with the Trademark Guidelines. If Customer wants to display Aireagóir Brand Features in connection with its use of the Services, Customer must obtain written permission from Aireagóir through the process specified in the Trademark Guidelines. Aireagóir may include Customer’s name or Brand Features in a list of Aireagóir customers, online or in promotional materials. Aireagóir may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

 

11. Representations and Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Aireagóir warrants that it will provide the Services in accordance with the applicable SLA (if any).

 

12. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) AIREAGÓIR AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT; (b) AIREAGÓIR AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES; (c) CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA; and (d) NEITHER AIREAGÓIR NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

 

13. Limitation of Liability.

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13.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR AIREAGÓIR’S SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

 

13.2 Limitation on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR AIREAGÓIR’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO AIREAGÓIR UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

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13.3 Exceptions to Limitations. These limitations of liability do not apply to violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer’s payment obligations.

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14. Indemnification.

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14.1 By Customer. Unless prohibited by applicable law, Customer will defend and indemnify Aireagóir and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Project, Instance, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Services in violation of the Terms of Use or any agreement with Aireagóir.

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14.2 By Aireagóir. Aireagóir will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Aireagóir’s technology used to provide the Services or (b) any Aireagóir Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.

 

14.3 Exclusions. This Section 14 will not apply to the extent the underlying Allegation arises from:

a. the indemnified party’s breach of this Agreement.

b. modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party.

c. combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or

d. use of non-current or unsupported versions of the Services or Brand Features.

 

14.4 Conditions. Sections 14.1 and 14.2 will apply only to the extent:

a. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.

b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

 

14.5 Remedies.

a. If Aireagóir reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Aireagóir may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.

b. If Aireagóir does not believe the remedies in Section 14.5(a) are commercially reasonable, then Aireagóir may Suspend or terminate Customer’s use of the impacted Services.

 

14.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations under this Agreement for any third party’s Intellectual Property Rights Allegations and Third-Party Legal Proceedings.

 

15. U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

 

16. Miscellaneous.

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16.1 Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Aireagóir’s Legal Department is legal-notices@Aireagóir.com. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

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16.2 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

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16.3 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within thirty days after the change of Control; and (b) the other party may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.

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16.4 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

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16.5 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

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16.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

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16.7 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

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16.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

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16.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

16.10 U.S. Governing Law.

a. For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county or state government entity, then the Agreement will be silent regarding governing law and venue.

b. For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA.

c. For All Other Entities. If Customer is any entity not set forth in Section 16.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

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16.11 Amendments. Except as set forth in Section 1.7(b) or (c), any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.

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16.12 Survival. The following Sections will survive expiration or termination of this Agreement: 5, 8, 9.5, 13, 14, and 16.

 

16.13 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Aireagóir may provide an updated URL in place of any URL in this Agreement.

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16.14 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Agreement, and the terms at any URL. If Aireagóir provides this Agreement in more than one language for the country of your billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.