This agreement updated on 12/1/08.
BY EXECUTING THE DIGITAL SERVICES WORK ORDER, YOU OR THE ENTITY THAT YOU REPRESENT ("LICENSEE OR PUBLISHER") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS IMIRUS SOFTWARE AND SERVICES LICENSE AGREEMENT ("AGREEMENT"). LICENSEE ACKNOWLEDGES AND AGREES THAT USE OF THE IMIRUS SERVICE OR IMIRUS SOFTWARE OR ACCESS TO IMIRUS SYSTEMS, AND ANY FILES PROVIDED TO US ("COMPANY OR IMIRUS") IS ALSO SUBJECT TO THESE TERMS.
IF LICENSEE ONLY DESIRES TO PARTICIPATE IN THE IMIRUS NEWSSTAND PROGRAM, SECTIONS 1, 2, 13 AND 14 ONLY APPLY TO THIS AGREEMENT. IF LICENSEE DESIRES TO PARTICIPATE IN ANY IMIRUS DIGITAL EDITION AND SERVICES PROGRAMS, ALL OTHER SECTIONS OF THIS AGREEMENT WILL BECOME IN AFFECT WITH THE EXECUTION OF THE DIGITAL SERVICES WORK ORDER BETWEEN THE PARTIES.
- 1.1. “Effective Date” as used in this Agreement shall mean the date Licensee clicks the Accept and Confirm Agreement Buttons.
- 1.2. “Expiration Date” as used in this Agreement shall mean the date at either Licensee or IMIRUS terminates the Agreement.
- 1.3. “Agreement” shall mean all terms and provisions associated with the text in this Agreement and the text within the associated Digital Services Work Order, if applicable.
- 1.4. “Parties” shall mean IMIRUS and Licensee.
- 1.5. “Newsstands” shall mean www.imirus.com or any of IMIRUS partner online shopping sites.
- 1.6. “Remit or Remit Rate” shall mean the US dollar amount or percentage of gross sales associate with a Newsstand Transaction, and provided from IMIRUS to Licensee/Publisher, directly or indirectly through Publisher’s Fulfillment Company.
- 1.7. “Fullfillment Company” shall mean a company that has contracted with Licensee/Publisher to fulfill and manage subscription orders and payments on behalf of the Licensee/Publisher.
- 1.8. “Newsstand Transaction” shall mean the act of a user purchasing a Licensee/Publisher’s product within the IMIRUS or an IMIRUS partner Newsstand.
- 1.9. “Newsstand Transaction Date” shall mean the date of the financial transaction associated with the purchase of a Licensee/Publisher’s product.
- 1.10. “Software and Services” as used in this Agreement shall mean and include all iMirus software features and functionality and services as described in Exhibit A: Features and Pricing attached hereto and made a part hereof.
- 1.11. “Digital Edition(s)” as used in the Agreement shall mean the iMirus Software and Services used to create a digital representation of the Licensee’s print-based publication including external linking and inclusion of multi-media provided by Licensee.
- 1.12. “Host or Hosting” as used in this Agreement shall mean and include IMIRUS storing and providing public access to digital versions of the Licensee’s publication or publications or its affiliates publication through the iMirus Software and Services.
- 1.13. "Intellectual Property" means all patents, patent rights, copyrights, mask work rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights, as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
- 1.14. “Digital Services Work Order” as used in this Agreement shall mean pricing, services, and termination provisions associated with the work to be performed for Licensee by IMIRUS.
Participation in the iMirus Newsstands is Free with no obligation to continue. IMIRUS and its affiliate Newsstand partners do not support adult-oriented or pornographic content, or political publications that support acts of terror of any kind. For publications that are placed on the Newsstands, IMIRUS reserves the right to discontinue subscription offers to its networks upon thirty (30) days written notice via email to the Publisher, unless Publisher and IMIRUS have entered into a separate agreement. Publisher may discontinue participation in any or all Newsstands at any time.
The Publisher Remit Rate for all print and digital magazines subscriptions, single-issue sales, or article sales is 30% of the gross sale from the Newsstand.
If Publisher utilizes a Fulfillment Company, all print subscription orders and Remits will be cleared through iMirus and sent directly to the Fulfillment Company in accordance with their policies and procedures. For digital orders, iMirus will act as the Fulfillment Company, and at the request of the Publisher, IMIRUS may integrate with Publisher’s Fulfillment Company in accordance with their application-programming interface (API) to manage digital fulfillment. Publisher acknowledges that a fee may apply to create and/or activate this service, and will be defined in the Digital Services Work Order.
If Publisher does not utilize a Fulfillment Company, Publisher agrees to fulfill all print subscription or single copy sales orders, in a timely fashion (at least within six weeks of order transaction date.) If in the event, Publisher does not fulfillment said subscription orders within six weeks of the Newsstand Transaction Date, then Publisher agrees to accept all liabilities with said orders.
IMIRUS or its Newsstand partners will provide refunds upon written cancellation notice from a user, and a refund will be provided to the user in direct proportion to any unserved issues. Digital single copy sales or digital article downloads will only be refunded if user does not receive or cannot view the digital issue or article.
IMIRUS and its affiliate or partner Newsstands agree that subscription pricing for products appearing in the IMIRUS or partner Newsstands will only be set and/or changed by the Publisher.
IMIRUS is a member of the Audit Bureau of Circulations, ABC Member# 1001990. The IMIRUS ABC Letter may be provided to Publishers upon request.
- 3.1 SERVICES, FEES AND PROMOTION.
IMIRUS agrees to create and Host Licensee’s Digital Editions from the Effective Date through the Expiration Date. Licensee agrees and approves the release of Licensee’s print-based .pdf files directly to IMIRUS for the purpose of creating Digital Editions for Licensee during the duration of this Agreement.
All services associated with the creation and distribution of Licensee’s Digital Editions or other software development will not commence until a fully executed Digital Services Work Order has been signed between Parties. Upon execution of the Digital Services Work Order, this Agreement will be in effect and all pricing for services listed in the Digital Services Work Order will be legally bound by the terms of the Agreement.
Licensee agrees that IMIRUS can promote a digital example of Licensee’s publications on www.imirus.com. Licensee agrees that a URL link can be placed on www.imirus.com linking it to Licensee’s website and/or Licensee’s digital edition micro site, and Licensee may be mentioned in an iMirus promotional information.
- 3.2 LICENSE GRANT.
Subject to the terms of this Agreement, IMIRUS grants Licensee a nonexclusive, nontransferable license to access and use the Software and Services, without the right to resell or sublicense such rights, provided Licensee unconditionally agrees to access and use the Software and Services in accordance with this Agreement ("License"). Under the License, Licensee may print out, or otherwise make, printed copies ("Copies") of the reports, numeric results, and other information or materials generated from Licensee's access and use of the Software and Services for internal business purposes only. Any updates, modifications, enhancements or new versions of the Software and Services provided or made available to Licensee by IMIRUS shall be considered Software and Services subject to this Agreement.
IMIRUS may at any time and for any reason elect to modify, discontinue, delete or restrict any aspect or feature of the Software and Services without notice to Licensee or any liability to IMIRUS or any IMIRUS Party; however, IMIRUS agrees to make commercially reasonable efforts to provide Licensee with prior notice of any such changes.
- 3.3 DISCLAIMERS.EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) THE SOFTWARE AND SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMIRUS AND ITS DIRECTORS, OFFICERS, LICENSORS, SUBCONTRACTORS AND AGENTS (EACH A “IMIRUS PARTY” OR COLLECTIVELY THE “IMIRUS PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY; (B) NEITHER IMIRUS NOR ANY IMIRUS PARTY WARRANTS THAT THE SOFTWARE AND SERVICES ARE OR WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS; (C) EACH OF IMIRUS AND THE IMIRUS PARTIES DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE REPORTS, DATA, SCORES, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY LICENSEE FROM ACCESSING AND/OR USING THE SOFTWARE AND/OR SERVICES OR OTHERWISE RESULTING FROM THIS AGREEMENT, AND (D) USE OF THE SOFTWARE, SERVICES AND REPORTS IS ENTIRELY AT LICENSEE'S OWN RISK AND IMIRUS AND EACH OF THE IMIRUS PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFOR.
- 3.4 LIMITATIONS ON LIABILITY. THE TOTAL LIABILITY OF IMIRUS AND THE IMIRUS PARTIES IN THE AGGREGATE TO LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE AND SERVICES WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM LICENSEE UNDER THIS AGREEMENT. IMIRUS AND THE IMIRUS PARTIES SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE AND/OR SERVICES, WHETHER OR NOT IMIRUS AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). IMIRUS AND THE IMIRUS PARTIES SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ALTERATION, DESTRUCTION OR LOSS OF ANY DATA OR INFORMATION INPUT, GENERATED OR OBTAINED FROM ACCESS AND/OR USE OF THE SOFTWARE AND SERVICES, INCLUDING ANY REPORTS OR NUMERIC RESULTS, WHETHER OR NOT IMIRUS AND THE IMIRUS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IMIRUS AND LICENSEE, AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. IF LICENSEE IS NOT SATISFIED WITH THE SOFTWARE AND SERVICES, THE ENTIRE LIABILITY OF IMIRUS AND THE IMIRUS PARTIES, AND LICENSEE'S EXCLUSIVE REMEDY, SHALL BE TO IMMEDIATELY STOP ACCESSING AND USING THE SOFTWARE AND SERVICES AND CONTACTING IMIRUS WITHIN 30 DAYS OF AGREEING TO THIS AGREEMENT AND REQUESTING A FULL REFUND OF THE FEES PAID BY LICENSEE TO IMIRUS UNDER THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), OR THE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, THE ABOVE LIMITATIONS MAY NOT APPLY TO LICENSEE. NOTWITHSTANDING THE FOREGOING, IMIRUS WILL INDEMNIFY LICENSEE AND HOLD IT HARMLESS FROM AND AGAINST ANY LIABILITY, JUDGMENTS, CLAIMS, LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RESULTING FROM OR RELATED TO A CLAIM BY ANY PARTY CLAIMING DAMAGES FOR INFRINGEMENT OF COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY BASED ON MATERIAL SUPPLIED BY IMIRUS TO LICENSEE UNDER THIS AGREEMENT. ANY IMIRUS PAYMENT OBLIGATION RENDERED BY A COURT OF LAW WILL NOT EXCEED LICENSE FEES PAID BY LICENSEE. IF NO LICENSE FEES ARE PROVIDED WITH THIS AGREEMENT (IN SUCH CASES AS A PILOT OF THE SOFTWARE AND SERVICES) THEN NO COMPENSATION WILL BE PROVIDED TO LICENSEE FROM IMIRUS ASSOCIATED WITH ANY AND ALL DAMAGES THAT MAY OCCUR DURING THE PILOT CONTRACT PERIOD.
- 3.5 REGISTERED AND LICENSED USERS. In order for Licensee to access and use the reporting functionality within the Software and Services, Licensee shall register with IMIRUS, provide IMIRUS with an email address and obtain a unique password for accessing the reporting functionality of the Software and Services. Upon receiving a Password, Licensee may issue unique passwords to its employees and agents up to five (5) Administrative Users. IMIRUS and Licensee acknowledge and agree that IMIRUS may obtain email addresses from Administrative Users upon their accessing and using the Software and Services. Licensee is responsible and wholly liable for all acts or omissions committed under Licensee's Password and any and all passwords issued by Licensee to Administrative Users.
- 3.5 LICENSEE REPRESENTATIONS AND WARRANTIES. Licensee represents and warrants to IMIRUS that this Agreement shall be binding on Licensee, and Licensee represents and warrants that this Agreement was executed by an authorized signatory of Licensee with the authority to enter into binding agreements on behalf of Licensee. Licensee also represents and warrants to IMIRUS that it has obtained full authorization and digital rights for use and distribution from any required affiliates including, but not limited to: 3rd party writers, editors, photographers, videographers, software designers, agents, product manufactures, or any other party that contributed to content contained within the print based .pdf files or other files provided to IMIRUS from Licensee. License represents and warrants that it has legal authority to provide IMIRUS the .pdf, audio, video and other files as well as URL links for IMIRUS to create and display a digital publication and/or use in other digital services as defined in the executed Digital Services Work Order.
- 3.6 PROPRIETARY RIGHTS. The Software and Services are protected by applicable United States and foreign laws and treaties, including copyright laws and treaty provisions. IMIRUS or its licensors own all rights, title and interests in the Software and Services, including trade secrets, patents, copyrights and database rights, and the Software and Services shall remain the sole and exclusive property of IMIRUS or its licensors. Except as provided in Section 3.2 of this Agreement, Licensee has no, and is not granted, any right, title, interest or license in the Software or Services.
- 3.7 RESTRICTIONS ON USE OF SOFTWARE AND SERVICES. Except as otherwise expressly provided in this Agreement, Licensee agrees to (a) only use the Software and Services in the manner, and for the purposes, expressly specified in this Agreement; (b) not decompile, disassemble, analyze or otherwise examine the Software and Services for the purpose of reverse engineering (except to the extent this restriction is expressly prohibited by applicable law); (c) not delete or in any manner alter any notices, disclaimers or other legends contained in the Software and Services or appearing on any screens, documents, reports, numeric results or other materials obtained by Licensee through use of the Software and Services ("Notices"); (d) reproduce and display all Notices on Copies Licensee makes, in accordance with this Agreement; (e) not provide service bureau facilities or commercial time-sharing services to any third party or supporting operations for any third party through the access and/or use of the Software and/or Services; (f) not attempt to access any systems, programs or data of IMIRUS or any IMIRUS Party that are not licensed under this Agreement, or otherwise made available by IMIRUS or a IMIRUS Party for public use; (g) not copy, reproduce, republish, upload, post, transmit, or distribute the Software or Services, or any portion thereof, or facilitate or permit a third party to do so; (h) not use any device or software to interfere or attempt to interfere with the proper operation of the Software and Services; (i) not ship, transmit, transfer, or export the Software and Services into any country or use the Software and Services in any manner prohibited by United States export laws, restrictions or regulations; and (j) abide by all applicable local, state, national and international Internet commerce laws, rules and regulations relating thereto.
- 3.8 USE OF REPORTS AND REPORTING TO 3RD PARTIES. Licensee agrees and understands that any reports and numeric results generated or otherwise received from the access and use of the Software and Services by the Administrative Users are to be used for internal business purposes to examine, review and otherwise analyze its customer interaction with the digital publication and/or service. Any representation of the data derived from the reports is to be marked as “Self Audited” and should not be used, marked or marketed as third party data. Licensee may not represent itself or IMIRUS as an accredited or certified digital circulation audit firm. As part of selecting the features and functions of the Software and Services, Licensee may elect for IMIRUS to provide SMTP mail logs or other related reports and data to a third party accredited and certified circulation firm such as the Audit Bureau of Circulations or BPA Worldwide. IMIRUS will require written authorization via standard mail or e-mail to transmit data, reports, and e-delivery notifications to the designated 3rd party. IMIRUS is not liable or responsible for any outcomes, financial or otherwise, associated with the published results of the designated 3rd party.
- 3.9 DATA. Licensee agrees that IMIRUS and the IMIRUS Parties are permitted to access any information derived from the Software and Services ("Data") in accordance with this Agreement for the purpose of maintenance and troubleshooting the Software and Services. If Licensee elects for IMIRUS to provide a 3rd party with Data or reports, IMIRUS agrees to forward the Data or reports to Licensee prior to submission to the designated 3rd party. Subject to the terms and conditions of this Agreement, IMIRUS shall store and otherwise maintain Data, reports and numeric results, and IMIRUS shall follow the same archival procedures for Licensee's Data, reports and numeric results as IMIRUS employs for its own data, as modified from time to time in IMIRUS's discretion. In the event of any loss or damage to Licensee's Data, reports or numeric results, Licensee's sole and exclusive remedy shall be for IMIRUS to use commercially reasonable efforts to replace or restore the lost or damaged data from the latest backup of such Data, reports or numeric results which IMIRUS has maintained in accordance with its standard archival procedures.
Licensee acknowledges that the Software and Services constitute and contain confidential, proprietary and copyrighted information and subject matter of IMIRUS and IMIRUS Parties ("Confidential Information"). Licensee agrees to not, directly or indirectly, without IMIRUS's prior written consent, use the Confidential Information for any purpose other than as expressly permitted under this Agreement; divulge, discuss, provide, transmit, copy, make available or otherwise communicate the Confidential Information to a third party; or permit any third party to use such Confidential Information. "Confidential Information" shall not include information that is shown by competent evidence: (a) is in or enters the public domain without breach of this Agreement; (b) was possessed by Licensee prior to first receiving it from IMIRUS or an IMIRUS Party; (c) was developed by Licensee independently and without use of or reference to the Confidential Information; or (d) was received by Licensee from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Notwithstanding the foregoing, each party shall be permitted to disclose Confidential Information of the other party if such disclosure is required by law, provided that the party required to disclose Confidential Information of the other party shall (a) give prompt notice of such requirement to the other Party so it will have the opportunity to seek a protective order or other appropriate remedy; and (b) cooperate in the other party’s attempts to obtain confidential treatment of such Confidential Information.
IMIRUS acknowledges that Data, reports, email addresses, customer contacts and other information derived from the Licensee’s use of the Software and Services will remain strictly confidential and IMIRUS agrees to not share, reproduce or make available the data, reports, email addresses, customer contact and other information to any 3rd party without the express written permission from Licensee or forced by an act of litigation or law.
This Agreement does not grant to any party a license to use any trademark, trade name, or logo of the other party, and each party recognizes that the trademarks, trade names, and logos of the other party represent valuable assets of that party and that substantial recognition and goodwill are associated with such trademarks, trade names, and logos. Each party hereby agrees that it shall not use or permit any third party to use, at any time, the other party’s trademarks, trade names, or logos.
The copyrights and ownership to the iMirus Software and Intellectual Property including but not limited to the: design, functionality, documentation, reports, development tools and processes, source code, executable files, image maps, architecture, applications, interfaces, databases, and database schemes are the exclusive ownership of IMIRUS.
Each party acknowledges that a violation of Sections 3, 4, 5 and 6 of this Agreement would cause irreparable harm to the other party for which no adequate remedy at law exists and each party therefore agrees that, in addition to any other remedies available, the aggrieved party shall be entitled to seek injunctive relief to enforce the terms of Sections 3, 4, 5 and/or 6. The prevailing party shall be entitled to recover all costs and expenses, including reasonable attorney’s fees incurred because of any such legal action.
IMIRUS is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services that provide either public or secure access to the Software and Services as defined in the Digital Services Work Order. Licensee is solely responsible for acquiring, servicing, maintaining and updating its own or affiliates equipment, computers, software and communications services that host its own website or websites. Licensee agrees to access and use the Software and Services in accordance with any and all operating instructions or procedures that may be issued by IMIRUS, and amended by IMIRUS from time to time. IMIRUS and the IMIRUS Parties do not make any commitments with respect to use or performance of the Software and Services with browsers other than Safari, FireFox, Netscape, or Internet Explorer 7.0 or higher or Internet connection speeds less than standard DSL.
Licensee understands and agrees that the operation and availability of the systems used for accessing and interacting with the Software and Services, including, computer networks and the Internet or to transmit information, whether or not supplied by Licensee or IMIRUS, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the Software and Services. IMIRUS and the IMIRUS Parties are not in any way responsible for any such interference with or prevention of Licensee's access and/or use of the Software and Services.
Unless Licensee and IMIRUS enter into a separate agreement, IMIRUS will not provide any training or on-site support to Licensee relating to the Software and Services, other than the pre-go live and post-go live implementation of Licensee’s first Digital Edition. IMIRUS will provide Licensee with (a) commercially reasonable telephone and email support for the Software and Services during normal business hours; and (b) updates and enhancements for the Software and Services, to the extent that IMIRUS generally makes such updates and enhancements available to Licensees without a separate charge.
Licensee agrees to defend, indemnify and hold IMIRUS and each IMIRUS Party, as well as the directors, officers, agents, and employees of IMIRUS and each IMIRUS Party, harmless from any losses, liabilities, damages, actions, claims or expenses (including reasonably attorneys' fees and court costs) arising or resulting from Licensee's breach of any term of this Agreement or caused by acts or omissions performed by Licensee or under Licensee's Password or any password issued by Licensee to Administrative Users.
Licensee's right to use the Software and Services shall be effective from the date Licensee executes this Agreement and signs the Digital Services Work Order, and shall terminate when Licensee ceases all access and use of the Software and Services and provides IMIRUS with notice of such termination or as otherwise provided in this Agreement. IMIRUS may terminate this Agreement immediately if Licensee breaches a material term of this Agreement and fails to remedy that breach within five (5) business days after notice from IMIRUS. If in the event License terminates this agreement without cause, other than for reasons mentioned in section 3.4 of this agreement, Licensee agrees to pay IMIRUS an early termination fee in accordance with the terms in the Digital Services Work Order. Upon termination of this Agreement, all rights, including the License granted to Licensee, under this Agreement will cease and Licensee's access to the Software and Services may be disabled. Upon termination of this Agreement, Sections 3.2 through 3.9, 4, 5, 6, 7, 11, 12 and 13A, 13C and 13D of the Agreement, along with all payment obligations under this Agreement, shall survive such termination.
A. Modifications. This Agreement is the complete and exclusive statement of the agreement between Licensee and IMIRUS. This Agreement may not be modified by Licensee except upon mutual agreement by the parties in writing signed by an authorized officer of IMIRUS. IMIRUS reserves the right, at any time, to change the terms of this Agreement, including its privacy policy, by providing Licensee with notice of such changes. Any use of the Software and Services by Licensee after IMIRUS's publication or email of any such changes shall constitute Licensee's acceptance of the Agreement as modified. B. Force Majeure. IMIRUS will not be responsible for any failure to perform due to causes beyond its reasonable control, including, acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military authorities, national disasters, strikes and the like. C. Governing Law and General Provisions. This Agreement will be governed by the laws of the State of Oklahoma, excluding the application of its conflicts of law rules. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms. The words "and" as well as "or" shall be interchangeable to provide the broadest interpretation, and the word "including" shall mean "including without limitation" and "including but not limited to" to provide the broadest interpretation. The headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. IMIRUS's failure to exercise or enforce any right or power under this Agreement shall not constitute a waiver of such right or power. D. Nothing contained in this Agreement is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedy under or by reason of this Agreement, except with respect IMIRUS Parties who shall be deemed third party beneficiaries under this Agreement but solely with respect to those terms that specifically reference an IMIRUS Party or the IMIRUS Parties.
By executing the Digital Services Work Order, you are acknowledging and accepting the terms and conditions of this IMIRUS SERVICES & SOFTWARE LICENSE AGREEMENT.