Terms of Services and License Agreement

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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“You” and “Your”) AND BUG LABS INC.

Terms of Service and License Agreement

This Terms of Service and License Agreement (this "Agreement") is entered into as of the date You click to Review and Acknowledge the terms hereof. WHEREAS, Bug Labs Inc. (“Bug Labs”) is willing to grant You a limited license to use the Service and its Components (defined below) to develop, test and deploy Your Applications on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing and the agreements set forth below, the Parties agree as follows:

1 - ACCEPTANCE AND CHANGES

1.1 Acceptance
In order to use the Service and Components, You must first agree to this Agreement. If You do not or cannot agree to this Agreement, You are not permitted to use the Service or Components and should not download or use them. You accept and agree to the terms of this Agreement on Your own behalf and/or on behalf of Your company, organization or educational institution as Your authorized legal representative, by doing either of the following: (a) checking the box displayed at the end of this Agreement if You are reading this on an Bug Labs website; or (b) clicking an "Agree" or similar button, where this option is provided by Bug Labs.

1.2 Changes
Bug Labs may change the terms of this Agreement at any time on a going forward basis. Notice may be given to You by changing the applicable terms, guidelines, documentation, or other material posted on the Developer Site, by email, or by other means. New or modified terms will not apply retroactively to Applications already in distribution. You are not required to accept such changes, but Your continued performance under this Agreement, or use of the Service or Components or any other benefit under this Agreement, will constitute acceptance and Bug Labs will rely on that acceptance.

2 - DEFINITIONS

"API" means the application programming interfaces included, referenced, and/or defined on the Developer Sites or in Documentation and exercised in the Service.

"Service" means the Internet of Things (IoT) dweetTM device messaging, management and data storage service and the freeboardTM dashboard application service, or such other service, managed, hosted and offered by Bug Labs, which provides the enabling functionality for the commercial offer of Your Application.

"Application" means the Internet of Things (IoT) application service developed and/or defined by You utilizing the Developer Sites, configured from within Your Service Account, enabled by the Services and used by You and/or Your Customers.

"Service Account" means the online account through which the account holder (You and Your authorized End Users) obtains access to, configures the Service and administers Devices and Your Application.

“Device” means Your or End Users’ devices configured for interconnection to the Service such as sensors, telemeters, controllers, and network adapters or any similarly functioning electronic devices which is used to access or interconnect to the Services.

"User Data" means all information collected by Bug Labs directly from You or Your Customers and Your or Your Customer’s Devices, concerning You or Your Customers use of the Service.

"Component" means any one of the APIs, system files, downloadable software libraries, tools, web pages, web-based dashboards, Documentation or other elements provided by Bug Labs that comprise the Service.

"Developer Sites" means the Bug Labs websites for use by Application developers, located at http://dweet.io, http://freeboard.io or such other site as to which Bug Labs may notify You in writing from time-to-time.

"Documentation" means all documents, notes and drawings provided with the Developer Sites.

"End User" means any user of the Service.

“Your Customer” means End Users authorized by You from Your Service Account, to enable their access and use of a Component(s) of the Service.

"OSS" (Open Source Software) means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL.

"Intellectual Property Right" means any patent, registered design, copyright, design right, topography right, trade mark, service mark, application to register any such rights, rights in the nature of any of the aforementioned rights, trade secrets, rights in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any kind whatsoever in any part of the world.

"Unsuitable Content" means content that (a) is harassing, defamatory, libelous, abusive, threatening, illegal, or obscene, including material that is false, misleading or inaccurate; (b) violates the rights of any person or company protected by copyright, trade secret patent or other similar laws or regulations relating to Intellectual Property Rights; (c) You know or should have a reasonable basis to know, is derived from services or sites that permit illegal peer-to-peer sharing of copyrighted content; (d) disparages Bug Labs in any way; (e) except with Bug Labs’s prior written consent, is sexually explicit, or relates to tobacco, alcohol or gambling; (f) constitutes unsolicited material, including without limitation "junk mail" or "unsolicited bulk e-mail or texts" or other advertising material or communications to persons or entities that have not specifically agreed to receive such material; or (g) introduces malicious programs into End Users’ equipment or the Bug Labs network including, but not limited to: viruses, worms, Trojan horses, e-mail bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information, including executing any form of network monitoring that will intercept data not expressly approved for use.

3 - LICENSES AND OBLIGATIONS

3.1 Grant by Bug Labs

Subject to Your compliance with all terms of this Agreement, Bug Labs hereby grants to You, and You hereby accept, a limited, renewable, revocable, worldwide, non-exclusive, non-transferable, and non-assignable license for the term of the Agreement to use the Service solely for the following purposes: (i) to develop, test, and use Your Application(s); (ii) to market and sell End User access to Your Application(s) to third parties (Your Customers), but solely as the result of the proper use of the Components and associated Documentation that are included in the Services and Developer Sites in accordance with the terms of this Agreement. Furthermore Bug Labs grants You a renewable, revocable, nonexclusive, worldwide right to grant sub-licenses to Your Customers to access and use the Services enabled by Your Application.

3.2 Grant by You

You grant to Bug Labs a nonexclusive, worldwide and royalty-free right and license to store, reproduce, display, manipulate, transmit and use Your and Your Customers User Data in any way reasonably necessary for the purpose of providing the Service.

3.3 Ownership and Proprietary Rights

Bug Labs shall retain all Intellectual Property Rights in and to the Service, Components, Developer Sites and the Documentation, and all portions and components thereof. The Service and the Components are protected by the intellectual property laws of the United States. You and Your customers shall not acquire any rights other than those expressly specified in this Agreement. You acknowledge that the Service, Components and Developer Sites may contain proprietary information and trade secrets of Bug Labs whether or not any portion thereof is or may be the subject of a valid copyright or patent.

Title and related rights in content accessed through Components is the property of the applicable content owner and may be protected by applicable law. This license gives You no rights to such content.

You and Your authorized End Users are the exclusive owner of and retains all right, title and interest in their associated User Data and any and all End User specific content including: text, graphic images, audio, and video, to the extent such materials are contributed by You or Your authorized End Users for incorporation into any Component of the Services; including without limitation all Intellectual Property Rights therein. You and Your authorized End Users shall be responsible for backing up all User Data.

3.4 Your Obligations

Except as otherwise expressly provided herein, You shall (a) be responsible for obtaining, installing, configuring and maintaining all equipment interconnected with and/or configured on the Service (including, but not limited to sensors, telemeters, wireless network adapters, routers, switches, and firewalls), wired or wireless internet access necessary for interconnection with Services or otherwise for use in conjunction with Services; (b) be responsible for all technical support of Your customers; (c) inform Bug Labs when You become aware of any complaints or problems encountered with Your or Your customers’ use of the Service or Documentation and any resolutions of such complaints and problems; (d) immediately notify Bug Labs upon learning of any unauthorized use of the Service, Documentation or any portions thereof; (e) supervise and control the use of the Service and Documentation by Your employees to ensure that it takes place in accordance with the terms of this Agreement; (f) take all steps necessary to ensure that no person or entity will have unauthorized access to the Service or Documentation; and (g) comply with all applicable laws and regulations, and standards of industry or professional conduct, including, without limitation, those applicable to service claims, labeling, approvals, registrations and notifications.

4 - RESTRICTIONS ON USE

(a) Use of Components that are licensed under a OSS license are governed solely by the terms of that OSS license.

(b) Bug Labs may extend, enhance, or otherwise modify the Service at any time without notice. If Bug Labs makes updates to the Service, the terms of this Agreement will govern them, unless the update is accompanied by a separate license. Bug Labs has no express or implied obligation to announce or make available any updates to the Service to anyone in the future. Should an update be made available, it may have features, services or functionality that are different from those offered under this Agreement and may be incompatible with Applications developed on previous versions of the Components.

(c) You may not (1) modify, adapt or translate any of the Components except for those provided as OSS, (2) reverse engineer, reverse compile or disassemble any of the Components except for those provided as OSS, (3) use the Components in any way that will (or will attempt to) (i) intentionally or willfully infringe on any Bug Labs or third party Intellectual Property Rights, (ii) interfere with the use of Bug Labs's systems, or the network of any other provider, (iii) interfere with the use or enjoyment of services received by others, (iv) result in the publication of threatening or Unsuitable Content, or (v) violate an End User’s privacy, the security of Bug Labs' (or another party's) servers or network access, (4) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Components or (5) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, make available to third parties, or circulate the Components except as otherwise allowed under Section 3.

(d) Bug Labs reserves the right to revoke Your access to Your Service Account at any time, validate Your IP and/or domain address, and to block requests that Bug Labs deems in its sole discretion to be malicious or abusive.

(e) You shall not use the Service for any Application to operate dangerous facilities, life support, or other mission critical applications where human life or property may be at stake. You understand that the API’s are not designed for such purposes and that Your failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Bug Labs is not responsible.

(f) As part of the Service, the number of message transactions you will be permitted to make during any given period through an API ("Calls") may be limited. Bug Labs reserves the right to determine based upon various factors, including the ways Your Application may be used or the anticipated volume of use associated with Your Application. The amount of the rate limit may change from time to time in Bug Labs’s sole discretion. You understand and agree that programmatic methods intended to subvert rate limiting are considered violations of these terms. Calls may be subject to Bug Labs’s controls concerning the maximum number of Calls that You can send during a period of time ("Throughput"). Throughput is measured in Transactions per Second (TPS) such that each Call typically constitutes a transaction and Bug Labs reserves the right to limit TPS. You must comply with the API’s in handling temporary or permanent errors in connection with flow-control and message re-tries. In order to be able to transmit Calls, You may not have more unacknowledged Calls in the queue for transmission than designated in writing by Bug Labs. The Calls in the queue for transmission must be acknowledged before additional Calls will be sent. You may not use any API in a manner that exceeds a reasonable request volume, or constitutes excessive or abusive usage. Bug Labs may use technical measures to prevent over usage and/or stop usage after any usage limitations are exceeded.

(g) Bug Labs may provide or enable API access on the Developer Site with a limited number of allowed Calls at no charge to You. Some of those APIs may require You to purchase and/or subscribe to the provider or enabling service associated with the APIs for the commercial offering of Your Application. For clarity, those APIs provided at no charge or provided at no charge for a specific level of usage level or limited period of time, may require an annual or monthly recurring fees or other usage-based recurring fees from the provider or enabling service associated with the APIs. The creation of multiple accounts by You and/or an affiliated organization in an effort to receive, or resulting in the receipt of, multiple sets of no charge Calls is not allowed. If the creation of multiple accounts is required for other reasons You are obligated to identify the accounts to Bug Labs and pay for any usage that exceeds the volume of Calls provided at no charge.

(h) You will report to Bug Labs within 24 hours any security deficiencies in or intrusions to Your systems that You discover where access to the Your Service Account or End User data ("Security Information") have been acquired by an unauthorized person ("Security Breach"). Such reports must be delivered to support@buglabs.net. You will work with Bug Labs to correct any Security Breach immediately, and will disconnect immediately any intrusions or intruder. In the event of such a Security Breach (or where Bug Labs reasonably believes that the Your Service Account or the Security Information has been compromised), Bug Labs may suspend or terminate Your access to Your Service Account, the Service, or Components.

(i) You may use User Data only to perform your obligations under this Agreement.

5 - FEES

(a) You agree to pay any fees charged under this Agreement to Your Service Account as set forth at http://dweet.io/pricing (incorporated herein by this reference), which may change from time to time. Bug Labs will provide thirty (30) days advance notice of any changes to the fees, excluding promotional offers.

(b) Fees may include annual recurring fees, monthly recurring fees, and usage fees. Annual and monthly recurring fees may include program or support fees that will automatically renew.

(c) Fees may also specify a maximum number of API message transactions (Calls) that You can send during a period of time ("Throughput"). Throughput is measured in Transactions per Second (TPS) such that each Call typically constitutes a transaction and Bug Labs reserves the right to limit TPS. Your use of the Service may be subject to Bug Labs’s controls concerning the Throughput. If the number of Calls exceeds the allowed Throughput, You may automatically receive and be charged for an additional allocation of Call Throughput, as applicable. You may also purchase additional Call Throughput as determined by Bug Labs.

(d) You can view your purchase history from the "Account" section of Your Service Account. You must dispute the charges within 100 days; otherwise, You waive Your right to dispute the charges. Billing questions and disputes should be directed to Bub Labs Billing Support at billing@buglabs.net or xxx-xxx-xxxx. Bug Labs may, at its sole discretion, establish a purchase limit for You. In the event that You exceed such limit, without prejudice to Bug Labs's other rights and remedies, Bug Labs may, at its sole discretion, limit or suspend Your access to Your Service Account or the Service until such time as You have reduced Your payment obligations below such limit.

6 - PAYMENT OF FEES

Fees shall be paid by an accepted credit card. The following terms apply if You pay by credit card:

(a) Fees are billed in advance, except for fees for overage charges for additional allocations of API Throughput, which are billed at the time of issuance. All API Calls that have not been used during the month of issuance will be forfeited.

b) You agree that the credit card you provide will continue to be used for any additional fees incurred by You for Your use of the Service, and other applicable usage fees. You authorize Bug Labs to charge Your credit card FOR ALL AMOUNTS YOU OWE FOR YOUR USE OF THE SERVICE AND TO DEMAND IMMEDIATE PAYMENT FROM THE CARD ISSUER. Unless required by law, Bug Labs will not give any additional notice to You or obtain additional consent from You before billing Your credit card for incurred fees and all other applicable charges, taxes, and surcharges. You must promptly make any change in the credit card information required for payment in Your Service Account. You agree that in the event any credit card charge is not honored, you remain obligated to pay the amounts due, together with any applicable late charges.

(c) Taxes & Late Payment Charge. Fees are exclusive of applicable sales, use, or other taxes, fees or surcharges (including, but not limited to regulatory fees or surcharges) (herein "Taxes"). If You are a tax exempt entity, You are on notice that the Service, as currently offered, does not support tax exemptions. Therefore, all applicable Taxes will be assessed. You will pay all such Taxes including those paid or payable by Bug Labs and any related interest and penalties. You shall be responsible for the payment of all Taxes (excluding taxes based on the net income of Bug Labs). Non-payment shall not relieve You of Your obligation to pay Bug Labs. In the event that payment of any amount of the charges becomes subject to withholding tax, levy or similar payment obligation on sums due to Bug Labs, such withholding tax amounts shall be borne and paid for by You in addition to the sums due to Bug Labs. You will provide Bug Labs free of charge with the appropriate certificate(s) from the relevant authorities confirming the amount of the withholding taxes, levies or similar payments borne and paid for by You.

(d) Suspension/Termination by Bug Labs: In the event your credit card payment for Service renewals is declined, You exceed the credit limit established by Bug Labs, Bug Labs will notify You and You must provide another approved form of payment within five (5) calendar days. If payment is not received within five (5) calendar days from the notice, Bug Labs reserves the right to suspend and/or terminate Your and Your Customer’s access to the Service and terminate this Agreement. You will be charged a $100 account administration fee for Bug Labs to reinstate Your and/or Your Customer’s Service Accounts.

7 - YOUR APPLICATIONS

(a) Your Applications must comply with all applicable laws and regulations and You must ensure that the privacy and legal rights of Your authorized End Users are protected. At a minimum, if Your Applications access or uses End User’s personal information, You must make sure they are aware that the information will be available to You, Your Application, and any other entity that may receive such information. Furthermore, You must provide and prominently display to Your authorized End Users a commercially reasonable privacy policy outlining Your uses of customer information and the protections for those users.

(b) You may not use the Components to write or distribute any Application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of Bug Labs or any third party. You may not use any Component to create an Application or other program that would disable, hack or otherwise interfere with any security, digital rights management, digital signing, verification or authentication mechanisms implemented by or for Bug Labs, an End User, or a third party, nor can You enable others to do so.

(c) You bear sole responsibility for any claims, liabilities, losses, damages and costs arising from Your use of the Components or Your Application, and any equipment, Internet services, and other hardware, software and services used by You.

8 - TECHNICAL SUPPORT, MAINTENANCE AND ADDITIONAL SERVICES

8.1 Technical Support:

Technical Support is provided by trained, knowledgeable, technically qualified Bug Labs representatives. Bug Labs will provide Technical Support to You via email twenty-four (24) hours per day, seven (7) days per week, three-hundred-sixty-five (365) days per year which will include trouble research and resolution activity.

The Technical Support staff shall assign a Severity Level to the request based upon the information indicated by the requestor which will determine the targeted Response and Resolution Timeframe as follows:

(a) Problem Severity Level 1: is associated with conditions under which: (a) the Service, as a whole, is non-functional or not accessible; (b) unauthorized exposure of User Data; or, (c) loss or corruption of all or part of User Data.
Request Response Time. 1 hour
Request Resolution Time. 24 hours

(b) Problem Severity Level 2: is associated with significant and / or ongoing interruption of an End User’s use of a critical function of the Services and for which no acceptable work-around is available.
Request Response Time. 4 hours
Request Resolution Time. 48 hours.

(c) Problem Severity Level 3: is associated with: (a) minor and / or limited interruption of an Authorized User’s use of a non-critical function of the Services; or, (b) general questions pertaining to the Services.
Request Response Time. 48 hours.
Request Resolution Time. 5 business days.

8.2 Maintenance:

Bug Labs shall provide bug fixes, modifications, enhancements to the Services to ensure the functionality of the Service conforms in all material respects to the Documentation and that the Service will be available to End Users on a 99.9% up-time basis.

8.3 Additional Services

No training, installation or consulting is included in this Agreement. In the event any of such services are requested by You and if Bug Labs agrees to provide such services, the parties shall enter into Bug Labs’s standard agreement for professional services and You shall pay Bug Labs’s then-current standard fees for such services.

9 - DISCLAIMER OF WARRANTY

THE SERVICE AND EACH OF THE COMPONENTS IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND EACH OF THE COMPONENTS IS BORNE BY YOU. SHOULD THE SERVICE OR ANY OF THE COMPONENTS PROVE DEFECTIVE OR INACCURATE, AS THE CASE MAY BE, YOU (AND NOT BUG LABS OR ITS AFFILIATES OR SUPPLIERS) ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS, IF ANY, IMPLEMENTED BY THE COMPONENTS HAVE INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT EACH OF THE COMPONENTS SUFFICIENTLY MEETS YOUR REQUIREMENTS. YOUR USE OF THE SERVICE AND ANY COMPONENTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, NETWORK OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

10 - THIRD PARTY SERVICE PROVIDERS

You are permitted to employ or retain a third party ("Service Provider") to assist You in delivery of content, functionality, services or subscriptions through Your Applications including, but not limited to, enabling the interoperation of such third party with Your Application or engaging any such Service Provider to maintain and administer Your Application, provided any such Service Provider’s access to and use of the Components (and, if applicable the Bug Labs Billing System), is only done on Your behalf in providing such services to You for Your Application and in accordance with these terms, and is subject to a binding written agreement between You and the Service Provider with terms at least as restrictive and protective of Bug Labs as those set forth herein. Any actions undertaken by any such Service Provider in relation to Your Application (including, if applicable, Your use of the Bug Labs Billing System) and/or arising out of this Agreement will be deemed to have been taken by You, and You (in addition to the Service Provider) will be responsible to Bug Labs for all such actions (or any inactions), including but not limited to indemnifying Bug Labs against any harm caused by the Service Provider acting on Your behalf. In the event of any actions or inactions that would constitute a violation of this Agreement or otherwise cause any harm, Bug Labs reserves the right to terminate your Service and disable your Service Account.

11 - TERMINATION

Bug Labs may at any time terminate this Agreement with You or disable Your access to Your Service Account or the Service if: (a) You breach any provision of this Agreement; (b) customer complaints and/or refunds indicate, in Bug Labs’s discretion, an unacceptable customer experience; (c) Bug Labs is required to do so by law; or (d) a third party with whom Bug Labs offers certain Components to You has terminated its relationship with Bug Labs or ceased to offer those Components, or (e) Bug Labs decides no longer to provide the Service or certain Components of the Service. Upon such termination, provisions hereof which by their nature or express terms survive termination will continue indefinitely. If you want to terminate this Agreement, you may do so by ceasing your use of the Service and any Components. Upon termination or expiration of this Agreement for any reason, You will be responsible for notifying Your authorized End Users of any effect of such termination or expiration on Applications accessible to End Users and for handling End User complaints and inquiries.

12 - EXPORT CONTROLS

You may not download or otherwise export or re-export the Components or any underlying information or technology except in full compliance with all United States export control laws and other applicable laws and regulations.

13 - LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL BUG LABS, ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF BUG LABS WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

14 - INFRINGEMENT AND INDEMNIFICATION

You may not assert against Bug Labs or any of its affiliates or authorized representatives, and hereby waive, any claim for infringement or misappropriation of any rights protectable under intellectual property law anywhere in the world, including rights under patent, copyright, trade secret or trademark law, related in any way to the Service or the Components.

(a) To the maximum extent permitted by law, You will defend, indemnify and hold harmless Bug Labs, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (1) Your use of the Service or Components, (2) any claim that Your Application (whether alone or in combination with any software, services (including, without limitation, wireless services), products, materials, content, or information (regardless of the provider of any of the foregoing)) violates, infringes or mis-appropriates any third party Intellectual Property Rights or rights in privacy or publicity, or (3) any non-compliance by You with this Agreement.

15 - CONFIDENTIALITY

“Confidential Information” of a party means any non-public, commercially proprietary or sensitive information (or materials) belonging to, concerning or in the possession or control of the party and includes information concerning the party’s products, marketing strategies, financial affairs, employees, customers or suppliers, regardless of whether or how it is marked. Neither You nor Bug Labs will disclose to the other any information regard as Confidential Information. You warrant that all information disclosed to Bug Labs by You is or will be free of any obligation of confidence.

16 - ARBITRATION

ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT). ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT, SHALL NOT HAVE THE AUTHORITY TO ORDER PRE-HEARING DEPOSITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS; IF THE PARTIES CANNOT WAIVE THESE RIGHTS, THIS ENTIRE SECTION IS VOID.

17 - MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only by a writing accepted by both parties. This Agreement supersedes any prior written or oral agreement between the Parties concerning the subject matter hereof. This Agreement is personal to You and You agree not to assign Your rights herein, and any attempted assignment by You will be null and void. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by the laws of the State of New York. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. You may not make any public statement regarding this Agreement, the terms of this Agreement, or any specific aspect thereof without Bug Labs’s prior written approval, which may be withheld in Bug Labs’s sole discretion

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