Blackbell License Agreement

License Agreement

Below our license agreement to be approved before starting with Blackbell. 
Last updated - February 12th, 2019 

If you do not understand any of the terms of this Agreement, please contact us on legal@blackbellapp.com before using the services.
You may not access or use any services unless you agree to abide by all of the terms and conditions in this Agreement.

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This License Agreement (this “Agreement”) constitutes a legal agreement between Blackbell, Inc. (“Blackbell”) and you (the “Customer”) (each, a “Party,” and together, the “Parties”). This Agreement governs use of the Blackbell Products (as defined below) by Authorized Users (as defined below) and End Users (as defined below). This Agreement will be effective as of the date that the Customer click “I Agree” or “Next” to the terms and conditions of this Agreement (“Effective Date”).

1 - Definitions. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

1.1    “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2   “Authorized User(s)” means an employee or individual contractor of Customer (solely to the extent such contractor is providing services to Customer), who has been authorized by Customer to use the Blackbell Products set forth on the Online Subscription.

1.3   “Blackbell Platform” means Blackbell’s Internet based proprietary platform, including but not limited to the interface known as the “Back Office” and the Blackbell APIs, together with the associated Documentation.

1.4    “Blackbell Product(s)” means the Blackbell Platform, the Blackbell Solution and the Software.

1.5    “Blackbell Solution” means Blackbell’s proprietary Internet based platform/system that allows End Users to access information and order certain goods and services from Customer or Third Party Vendor(s), together with the associated Documentation.

1.6   “Customer Data” means all data, information, content, and other materials that Customer, or its Authorized Users store, process, or otherwise transmit through their use of the Blackbell Products. Customer Data shall also include all data related to Customer’s account at the Payment Service Provider

1.7     “Destructive Elements” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of any software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices).

1.8       “Documentation” means any user guides and other documentation for the Blackbell Products that Blackbell provides to Customer.

1.9       “End User(s)” means a guest, a Third Party Vendor or an end customer of Customer that is designated by Customer as having the right to access and use the Blackbell Solution.

1.10     “End User Data” means all data, information, content, and other materials that End Users store, process, or otherwise transmit through their use of the Blackbell Solution, including but not limited to, orders or requests for goods and services.

1.11    “Licensed Facility” means a specific Customer facility located at the specific address communicated with the Online Subscription where Authorized Users are authorized to use the Software. Servers that service this specified facility may be hosted elsewhere.

1.12     “Online Subscription” means an order that is placed online by Customer or its Authorized Users in order to subscribe to the Blackbell Products. The Online Subscription process sets forth: (i) the Blackbell Product(s) being ordered; (ii) whether such Blackbell Product is being made available as downloadable software or as Customer-hosted, web-based service (“SaaS Software”); (iii) the applicable License Term and/or the Subscription Term (as defined below); (iv) the applicable fees; and (v) other mutually-agreed upon terms and conditions relating to such order.

1.13    “Payment Service Provider” or “PSP” means the provider of online services that enable payment processing and related functions in connection with the Blackbell Products.

1.14    “Payment Service Provider Account Agreement” or “PSP Account Agreement” means any agreement concluded between the PSP and the Customer, any of its Related Customer(s) or its Authorized User(s) for the use of the payment services provided by the PSP.

1.15     “Prohibited Content” means content that: (i) is illegal under applicable law; (ii) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; or (vii) contains Destructive Elements.

1.16     “Software” means: (i) the Blackbell software that is described on the Online Subscription; (ii) the associated Documentation; and (ii) any Updates that Blackbell makes available to Customer pursuant to the Support Services.

1.17    “Support Services” has the meaning set forth in Section 4 of this Agreement.

1.18     “Third Party Vendor(s)” means a vendor or a service provider whose goods and services can be ordered or requested by End User(s) through the use of the Blackbell Solution.

1.19     “Updates” means any corrections, fixes, patches, workarounds, and minor modifications denominated by version changes to the right of the decimal point (e.g., v3.0 to v3.1) to the Software that Blackbell provides in the performance of the Support Services. All version numbers shall be reasonably determined by Blackbell in accordance with normal industry practice.

1.20   “Usage Data” means data concerning the performance and use of the Blackbell Products, excluding any Customer Data and End User Data.

 
2 - Subscription to Blackbell Product(s). 

2.1       Online Subscription. The Blackbell Products to be made available under this Agreement will be as set forth in one or more Online Subscriptions. Each provision set forth at the time of the Online Subscription is deemed incorporated into and made a part of this Agreement. To the extent any provision set forth at the time of the Online Subscription conflicts with any provision set forth elsewhere in this Agreement, the provision set forth in this Agreement shall govern, unless otherwise agreed by the Parties. 

2.2       Referral Program. As a Customer to Blackbell Products, you may invite third parties (individuals or entities) to become new subscribers of Blackbell Products, by distributing them your Unique Referrer Link and instructing them to subscribe to Blackbell Products using this link. This person will not be able to use your Unique Referrer Link if (i) they’ve already used a unique referrer link from another customer or a different promotion code, or if (ii) they subscribed to Blackbell Products prior to using your Unique Referrer Link in their account. If the person does not use your Unique Referrer Link, you will not receive attribution for the referral and they will not be considered as your referred subscriber (“Referred Customer”). When you refer a new customer to the Blackbell Products, you are eligible to earn a referral incentive (“Referral Reward”) which corresponds to 20% of the Blackbell License Fees that will be paid by the Referred Customer to Blackbell. The Referral Reward will be directly transferred to the Customer’s PSP account. Blackbell reserves the right to withhold or deduct Referral Rewards obtained through the Referral Program in the event that Blackbell determines or believes that the receipt of the Referral Reward was in error, fraudulent, illegal, or in violation of this Agreement. 

3 - License to Blackbell Product(s).

3.1     License Grant to Software. Subject to the terms and conditions of this Agreement and the applicable Online Subscription, Blackbell grants Customer during the License Term a non-exclusive, non-transferable (except as permitted under Section 12.3 below) license, without the right to grant sublicenses, to permit the Authorized Users to use the Software in object code form only at the Licensed Facilities, solely for the internal business purposes of Customer. Customer shall be responsible to Blackbell for any and all acts or omissions of the Authorized Users.

3.2     Right to Use Blackbell Platform and Blackbell Solution. Subject to the terms and conditions of this Agreement and the applicable Online Subscription, Blackbell grants Customer during the Subscription Term a non-exclusive, non-transferable (except as permitted under Section 12.3 below) right, without the right to grant sublicenses, to: (i) permit the Authorized Users to access and use the Blackbell Platform and the Blackbell Solution solely for the internal business purposes of Customer; and (ii) enable End Users to access and use the Blackbell Solution. Customer shall be responsible to Blackbell for any and all acts or omissions of the End Users.

3.3       License/Subscription Term. The term of the license set forth in Section 3.1 (“License Term”) and the term of the subscription set forth in Section 3.2 (“Subscription Term”) as it applies to a particular item of Blackbell Products will be for the period set forth at the time of the applicable Online Subscription subject to early termination pursuant to Section 6 below.

3.4       SaaS Software. If the applicable Online Subscription provides that an item of Blackbell Products is being made available as SaaS Software, then Customer will not be provided any copies of such Blackbell Product, but instead will access such Blackbell Product over the Internet. Customer will be responsible for hosting the SaaS Software in accordance with this Agreement, and for obtaining Internet connections and other third-party software and services necessary for its Authorized Users and End Users to access the SaaS Software.

3.5       Documentation. Customer may copy and use (and permit the Authorized Users and End Users to copy and use) the Documentation solely in connection with the use of the Blackbell Products under this Agreement.

3.6       Restrictions on Use. Customer will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to access and use the Blackbell Products; (ii) allow anyone other than End Users to access and use the Blackbell Solution; (iii) allow an Authorized User or End User to share with any third party his or her access credentials to the Blackbell Products; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Blackbell Products; (v) modify, adapt, or translate the Blackbell Products; (vi) make any copies of the Blackbell Products; (vii) resell, distribute, or sublicense the Blackbell Products or use any of the foregoing for the benefit of anyone other than Customer, the Authorized Users or the End Users unless expressly set forth in the applicable Online Subscription; (viii) remove or modify any proprietary marking or restrictive legends placed on the Blackbell Products; (ix) use the Blackbell Products in violation of any applicable law or regulation, in order to build a competitive (or substitute) product or service, or for any purpose not specifically permitted in this Agreement; or (x) introduce, post, or upload to the Blackbell Products any Prohibited Content.

3.7       Title. As between Blackbell and Customer: (i) Blackbell retains all right, title, and interest, including all intellectual property rights, in and to the Blackbell Products, and the Usage Data, and Customer will have no rights with respect to the Blackbell Products, or the Usage Data other than those expressly granted under this Agreement; and (ii) Customer retains all right, title, and interest, including all intellectual property rights, in and to the Customer Data, and the End User Data, and Blackbell will have no rights with respect to the Customer Data and End User Data other than those expressly granted under this Agreement.

3.8       Blackbell Footer. Hiding or Modifying the Blackbell footer (inserted in user facing Blackbell apps) via CSS, custom Javascript or other means is not authorized and will considered a breach of this agreement.
 
4 - Support Services. Blackbell will be reasonably available to provide Customer problem resolution and technical support in connection with the Blackbell Products during the Term (the “Support Services”). Customer shall have the ability to obtain Support Services from Blackbell or its designee. Blackbell shall also comply with the service level commitments set forth in the Service Level Agreement available on our website. (“SLA”).

5 - Fees and Payment Terms.
 
5.1       Fees. Customer will pay Blackbell or its designee all fees set forth on the applicable Online Subscription (the “Fees”) in accordance with the applicable payment schedules set forth in the Online Subscription.

5.2       Service Fees and Transaction Fees. The Fees consist of (i) monthly charges for the license of the Blackbell Products set forth in Section 3 (the “Blackbell Licence Fees”), (ii) the charges for the services provided to Customer by Blackbell for each transaction (the “Blackbell Service Fees”), and (iii) the fixed costs related to the payment processing through the PSP (the “Blackbell Transaction Fees”). 

5.3       Payment process. In order to allow the online payment of the Fees, Blackbell Products integrate the services of an external Payment Service Provider, i.e. the company Stripe Payments Europe Ltd. and its affiliate, the company Stripe Payments UK, Ltd, which has its principal place of business at 7th Floor, The Bower Warehouse, 211 Old Street, London EC1V 9NR, United Kingdom (“SPUKL”). SPUKL is authorized as an electronic money institution by the U.K. Financial Conduct Authority (reference number: 900461) to issue electronic money, enable cash placement and cash withdrawal services on payment accounts, execute payment transactions, make money remittances, and acquire payment transactions. In this respect, Customer hereby confirms to have acquainted with and agrees to comply with the PSP Account Agreement, which is accessible by clicking on the following link: https://stripe.com/fr/connect-account/legal.

6 - Term and Termination.
 
6.1     Term. This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the “Term”), unless sooner terminated as permitted in this agreement between Customer and Blackbell designee.

6.2     Suspension and early termination. Blackbell reserves the right to suspend or terminate provision of the Blackbell Products to the Customer, its Authorized Users or End Users at any time if Blackbell determines that the Customer, its Authorized Users or End Users’ activities (a) violate this Agreement and/or the PSP Account Agreement; (b) are listed on the Prohibited Businesses List; or (c) otherwise reflect negatively on the brand or reputation of Blackbell or of the Payment Service Provider.

6.3      Effect of the termination. Customer, its Authorized Users and End Users rights to use the Blackbell Products shall immediately cease upon termination of this Agreement. The following provisions will survive any termination or expiration of this Agreement: Section 1 (“Definitions”), Section 3.7 (“Title”), Section 7 (“Confidentiality”), Section 8.3 (“Aggregated Data”), Section 9.4 (“Disclaimer”), Section 10 (“Limitation of liability”), Section 11 (“Indemnification”), and Section 12 (“General Provisions”).

7 - Confidentiality; Feedback.

7.1       Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means: (i) with respect to Blackbell, the Blackbell Products, any and all object code and source code relating thereto, all pricing and fees relating to the Blackbell Products and related services, as well as any non-public information or material regarding Blackbell’s legal or business affairs, finances, technologies, customers, properties, or data; and (ii) with respect to Customer, the Customer Data, the End User Data, and any non-public information or material regarding Customer’s legal or business affairs, finances, technologies, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who, to the Receiving Party’s knowledge, does not owe a duty of confidentiality to the Disclosing Party.

7.2       Use and Disclosure of Confidential Information. The Receiving Party will, with respect to any Confidential Information disclosed by the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of this Agreement; (ii) subject to Section 7.4 below, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those of the Receiving Party’s employees and consultants who have a need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement; and (iii) not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.

7.3       Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).

7.4       Compliance by Personnel. The Receiving Party will, prior to providing an employee or consultant access to any Confidential Information of the Disclosing Party, inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information.

7.5       Required Disclosures. If a Party is requested to disclose any of the other Party’s Confidential Information pursuant to any judicial or governmental order, that Party will not disclose the Confidential Information without first giving the other Party written notice of the request and sufficient opportunity to contest the order, to the extent such notice and opportunity to contest may be lawfully given.

7.6       Feedback. During the term of this Agreement, Customer, its Authorized Users or End Users may elect to provide Blackbell with feedback, comments, and suggestions with respect to the Software or the services (“Feedback”). Customer agrees, on behalf of itself and its Authorized Users, and End Users, that Blackbell shall be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Customer or such Authorized User or End User.

8 - Customer Data.
 
8.1       Usage of Customer Data and End User Data. Blackbell is authorized to have access to and make use of the Customer Data and the End User Data solely to the extent necessary for Blackbell’s performance of its obligations under this Agreement and any Online Subscription. This authorization includes the possibility, for Blackbell, to communicate the Customer Data and the End User Data to the Payment Service Provider. Customer shall have sole responsibility for the accuracy, completeness, quality, and legality of all the Customer Data and End User Data.

8.2       Data Security. Blackbell shall employ commercially reasonable physical, administrative, and technical safeguards to secure any Customer Data and End User Data in Blackbell’s possession, custody, or control from unauthorized use or disclosure. Some of the Customer Data and End User Data may be subject to governmental regulation or otherwise may require security measures beyond those set forth herein. Unless Blackbell has first agreed in writing to provide such additional required security measures, it shall have no obligation to do so or any liability in connection therewith.

8.3       Aggregated Data. Blackbell collects Usage Data in connection with the Blackbell Products. Blackbell may combine this Usage Data with End User Data and other data and use such combined data, or a subset thereof, in an aggregate and anonymous manner. Customer hereby agrees that Blackbell may collect and use such aggregated and anonymized data provided such usage does not identify, directly or indirectly, any Customer, Authorized User or End User.

8.4       PSP’s privacy policy acceptance. Customer hereby confirms to have acquainted with and agrees to comply with the privacy policy of the Payment Service Provider, which is accessible by clicking on the following link: https://stripe.com/fr/privacy.

 
9 - Representations and Warranties; Disclaimer.
 
9.1       Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (iv) it will comply with all applicable laws, statutes, ordinances, regulations and self-regulatory principles, including, with respect to its collection, use and transfer of data which shall comply with all applicable privacy and data security laws, regulations, and self-regulatory principles in all relevant territories.

9.2       Additional Representations and Warranties of Blackbell. In addition to the representations and warranties set forth in Section 9.1, Blackbell represents and warrants to Customer that: (i) the Support Services shall be performed in a professional and workmanlike manner in accordance with the standards generally observed in the industry; and (ii) the Blackbell Solution and the Blackbell Platform will function in material compliance with the service level commitments set forth in the SLA.

9.3       Additional Representations and Warranties of Customer. In addition to the representations and warranties set forth in Section 9.1, Customer represents and warrants to Blackbell that: (i) to the best of Customer’s knowledge after reasonable inquiry, the Customer Data and the End User Data contains no Prohibited Content and (ii) Customer has the right to grant Blackbell the rights granted herein with respect to use of the Customer Data and the End User Data.

9.4       Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1 AND SECTION 9.2, THE BLACKBELL PRODUCTS, THEIR COMPONENTS, ANY SUPPORT SERVICES, AND ANY OTHER MATERIALS OR SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND BLACKBELL MAKES NO WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT EITHER PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

10 - Limitation of Liability. IN NO EVENT WILL BLACKBELL BE LIABLE TO CUSTOMER (NOR TO ANY OTHER PERSON CLAIMING RIGHTS DERIVED FROM CUSTOMER’S RIGHTS) FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BLACKBELL WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. BLACKBELL’S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER WITH RESPECT TO THE APPLICABLE ONLINE SUBSCRIPTION UNDER WHICH THE CLAIM ARISES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
 
11 - Indemnification.

11.1     Indemnification by Blackbell. Blackbell will defend, hold harmless, and indemnify Customer and its officers, directors, and employees from and against any and all claims, actions, and lawsuits brought by a third party (“Third-Party Claims”), and will pay any settlements entered into by Blackbell, awards, and reasonable attorney’s fees associated with such Third-Party Claims, to the extent the Third-Party Claim is based on an assertion that the Blackbell Product infringes or misappropriates any United States patent, copyright, or trade secret of a third party; provided, however, that notwithstanding the foregoing, Blackbell will have no obligation with respect to any Third-Party Claim to the extent the Third-Party Claim arises from or relates to: (i) use of the Blackbell Product in a manner that is not in accordance with this Agreement or the Documentation; (ii) any modification made to the Blackbell Products by Customer or any third party; or (iii) use of the Blackbell Products in combination with any other software, system, device, or process. The foregoing obligations will be subject to Customer: (a) promptly notifying Blackbell of the Third-Party Claim; (b) providing Blackbell with reasonable cooperation (at Blackbell’s expense) in the defense of the Third-Party Claim; and (c) providing Blackbell with sole control over the defense and negotiations for a settlement or compromise.

11.2     Infringement Claims. In the event that (i) any Blackbell Product is held to infringe or misappropriate the rights of a third party and/or the use of any Blackbell Product is enjoined; or (ii) Blackbell believes that there is a risk that any Blackbell Product could be found to infringe or misappropriate the rights of a third party, Blackbell will, if possible on commercially reasonable terms, at its own expense and option: (a) procure for Customer the right to continue to use such Blackbell Product; (b) replace the components of such Blackbell Product that are at issue with other components with the same or substantially similar functionality; or (c) suitably modify such Blackbell Product so that it is non-infringing and includes the same or substantially similar functionality. If none of the foregoing options are available to Blackbell on commercially reasonable terms, Blackbell may terminate the Online Subscription to which such Blackbell Product relates without further liability to Customer, and in the event of such termination, Blackbell will refund to Customer an amount equal to the license and/or the subscription Fee paid by Customer for the infringing version(s) for the then-current period, less a deduction reasonably determined by Blackbell to account for Customer’s use of such Blackbell Product. This Section 11.2, together with the indemnity provided under Section 11.1, states Customer’s sole and exclusive remedy, and Blackbell’s sole and exclusive liability, regarding infringement or misappropriation of any intellectual property rights of a third party.

11.3     Indemnification by Customer. Customer will defend, hold harmless, and indemnify Blackbell and its officers, directors, and employees from and against any and all Third-Party Claims, and will pay any settlements entered into by Customer, awards, and reasonable attorney’s fees associated with such Third-Party Claims, to the extent the Third-Party Claim is based on: (i) Customer’s, its Authorized Users’ or End Users’ breach of this Agreement; or (ii) Customer’s, its Authorized Users’ or End Users’ use of the Blackbell Product(s). The foregoing obligations will be subject to Blackbell: (i) promptly notifying Customer of the Third-Party Claim; (ii) providing Customer with reasonable cooperation in the defense of the Third-Party Claim; and (iii) providing Blackbell with sole control over the defense and negotiations for a settlement or compromise.

12 - General Provisions.

12.1     Notices. Unless otherwise specified herein, all notices and other communications between the Parties required or permitted by this Agreement or by applicable law (other than routine operational communications), will be deemed properly given, if given by (i) personal service; (ii) e-mail; (iii) registered or certified mail, postage prepaid, return receipt requested; or (iv) nationally recognized private courier service, to Blackbell’s address set forth below and to the Customer’s address set forth in the Online Subscription,  or such other addresses as the respective Parties may designate by like notice from time to time. Notices so given will be effective upon (a) receipt by the Party to which notice is given; or (b) on the fifth (5th) business day following mailing, whichever occurs first:

If to Blackbell:

Blackbell Inc.

Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808, United States
Attn: Sharon Brakha, Vice President

12.2     Relationship of the Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other.

12.3     Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other Party; provided, however, that a Party may, upon written notice to the other Party and without the consent of the other Party, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), provided that in all cases, the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

12.4     Force Majeure. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either Party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party.

12.5     Choice of Law. This Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the French laws, without regard to principles of conflicts of law.

12.6     Exclusive Forum. The Parties hereby consent and agree to the exclusive jurisdiction of the French courts for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including, but not limited to, objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.

12.7     Modification. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both Parties.

12.8     No Waiver. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

12.9     Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.

12.10   Entire Agreement. This Agreement (including the Schedules attached hereto, and any Online Subscriptions) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto, including, without limitation, any confidentiality or non-disclosure agreements. There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement. No term included in any confirmation, acceptance, purchase order, or any other similar document from Customer in connection with this Agreement will apply to this Agreement or have any force or effect.

12.11   Counterparts. This Agreement and any Order may be executed in counterparts (which may be exchanged by facsimile or .pdf copies), each of which will be deemed an original, but all of which together will constitute the same Agreement.

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