THANK YOU FOR CHOOSING THE ACCOMPANYING FORSEEBRIDGE PRODUCT (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, “FORSEEBRIDGE”). THIS LICENSE IS THE LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE CUSTOMER WHO HAS ACQUIRED FORSEEBRIDGE (“YOU”) AND FORSEEBRIDGE (“FORSEEBRIDGE”). PLEASE READ THIS AGREEMENT CAREFULLY.
FORSEEBRIDGE IS ONLY WILLING TO PROVIDE FORSEEBRIDGE TO YOU ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU ACCEPT THIS AGREEMENT BY INSTALLING OR USING FORSEEBRIDGE.
IF YOU DID NOT ACQUIRE FORSEEBRIDGE FROM FORSEEBRIDGE, OR AN AUTHORIZED FORSEEBRIDGE DISTRIBUTOR OR AFFILIATE (“AUTHORIZED DISTRIBUTOR”), THEN YOU MAY NOT ENTER INTO THIS AGREEMENT OR USE FORSEEBRIDGE. NO OTHER PARTY HAS THE RIGHT TO TRANSFER A COPY OF FORSEEBRIDGE TO YOU. FORSEEBRIDGE’S AUTHORIZED DISTRIBUTORS AND AFFILIATES ARE LISTED ON ITS WEB SITE.
IF YOU ARE UNWILLING TO ACCEPT THIS AGREEMENT, DO NOT USE FORSEEBRIDGE.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, FORSEEBRIDGE’S AUTHORIZED DISTRIBUTORS DO NOT ACT AS AGENTS OF FORSEEBRIDGE, AND SUCH DISTRIBUTORS MAY NOT ENTER INTO ANY CONTRACTS ON BEHALF OF FORSEEBRIDGE. NO AUTHORIZED DISTRIBUTOR HAS THE AUTHORITY TO MODIFY THE TERMS OF THIS AGREEMENT.
A WORD TO OUR VALUED CUSTOMERS. Our goal is to help you succeed using FORSEEBRIDGE. We have crafted this Agreement to provide you the flexibility that you need to successfully develop and distribute products using FORSEEBRIDGE, while at the same time protecting FORSEEBRIDGE’s intellectual property. If you need to use FORSEEBRIDGE in a manner that is not permitted under this Agreement, please contact FORSEEBRIDGE to discuss alternative licensing arrangements. If you have any questions or concerns about this LICENSE, please contact FORSEEBRIDGE at INFO@FORSEEBRIDGE.COM.
The following definitions and rules of interpretation in this clause apply in this Agreement.
A. Definitions
“Applications” means a program that you create using FORSEEBRIDGE that: (i) has substantial added value and functionality over FORSEEBRIDGE; (ii) is not merely a set or subset of the functions provided by FORSEEBRIDGE; and (iii) does not directly expose the interfaces of FORSEEBRIDGE to end users of the Application. Applications do not include programs that substantially duplicate the capabilities of or compete with FORSEEBRIDGE.
“Client Access LICENSE” means an FORSEEBRIDGE Platform license type that allows distributed runtime deployments of FORSEEBRIDGE Platform in client-server architecture to be used either singularly or connected to a central Database. A LICENSE is required for each machine-based installation of FORSEEBRIDGE Platform.
“Customer” means an end customer who ultimately uses your Application(s).
“Deployment LICENSE” means an FORSEEBRIDGE Platform license type that allows the deployment of FORSEEBRIDGE Platform applications in either a client-server or web application architecture.
“Development LICENSE” means FORSEEBRIDGE Platform license type that allows the creation of FORSEEBRIDGE Platform applications and preparation of these for distribution in either a client-server or Web application architecture.
“Hosted LICENSE” means the provision of FORSEEBRIDGE in a hosted online environment.
“Intellectual Property Rights” means any patents, trademarks, service marks, copyright, database rights, moral rights, design rights, unregistered design rights, domain names, rights in get-up, topography rights, know-how, confidential information and any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in England or any other part of the world together with any goodwill relating or attached to such rights.
“LICENSE” means the LICENSE to FORSEEBRIDGE (which may be a Hosted LICENSE or a Local LICENSE with Permanent Access or Subscription Access), as detailed in accordance with the applicable Order.
“LICENSE Fees” means the charges payable by you for your use of FORSEEBRIDGE in accordance with the applicable Order.
“LICENSE Period” means the duration of the LICENSE purchased by you, as detailed in the applicable Order.
“Licensed Server” means a Server that has FORSEEBRIDGE Platform installed and the appropriate license to allow access via the FORSEEBRIDGE Web App Server technology.
“Local LICENSE” means the provision of FORSEEBRIDGE by downloading files onto your local device(s).
“FORSEEBRIDGE” means the proprietary software platform that is provided by FORSEEBRIDGE to you on the terms of this Agreement, as further detailed at https://FORSEEBRIDGE.com/.
“Order” means any order agreed by email or via an online portal detailing the specification for the LICENSE, the LICENSE Fees and the LICENSE Period.
“Permanent Access” means the perpetual licensing model offering FORSEEBRIDGE to you, which provides FORSEEBRIDGE for a one-off LICENSE Fee.
“Subscription Access” means the subscription model offered by FORSEEBRIDGE to you, which provides FORSEEBRIDGE during the LICENSE Period.
“System” refers to an application server or a web server.
“User” means an individual, program or device that ultimately makes use of the data, functionality or services of the Runtime Environment through an Application.
“Web App Server LICENSE” means an FORSEEBRIDGE Platform license type that allows Web application connection to a centrally hosted FORSEEBRIDGE Platform Web Server. A license is required for each concurrent user.
B. Please note that additional definitions are also detailed within the body of this Agreement and shall be identified as such by quotation marks.
C. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
D. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
E. Clause headings are for reference purposes only and shall not affect the interpretation of this Agreement.
F. A reference to ‘writing’ or ‘written’ includes emails and faxes unless stated otherwise.
1. Ownership
FORSEEBRIDGE (exclusive of its physical packaging) is licensed to you on a non-exclusive, revocable, non-transferable, worldwide basis to the extent reasonably required for the development of Applications and for no other purpose. The LICENSE will continue for the duration of the LICENSE Period, and it will automatically terminate at the end of the LICENSE Period (or earlier in accordance with the terms of this Agreement). FORSEEBRIDGE is not sold, even if for convenience we make reference to words such as “sale” or “purchase.” FORSEEBRIDGE is protected by copyright and other Intellectual Property Rights. You agree that all worldwide copyright and other Intellectual Property Rights in FORSEEBRIDGE and all copies of FORSEEBRIDGE, however made, are the exclusive property of FORSEEBRIDGE and its suppliers. All rights in FORSEEBRIDGE not expressly granted to you in this Agreement are reserved by FORSEEBRIDGE and its suppliers. There are no implied LICENSEs under this Agreement.
2. How FORSEEBRIDGE Is Licensed
FORSEEBRIDGE is an AI-assisted founder-investor platform built to connect capital with high-potential opportunities across underserved regions globally, including Africa, South America, and Asia. If you want to use FORSEEBRIDGE then you must purchase, from FORSEEBRIDGE or its Authorized Distributor, one or more development LICENSEs. BY USING FORSEEBRIDGE PLATFORM, YOU ACKNOWLEDGE THAT WE WILL COLLECT INFORMATION IN THIS WAY (and such IP addresses are processed on the grounds of contractual necessity pursuant to FORSEEBRIDGE’s Privacy Policy at https://www.FORSEEBRIDGE.net/privacy/.
3. Authorized Users
If your LICENSE is granted on a per User basis, then the maximum number of authorized Users under that LICENSE will be expressly indicated on the applicable LICENSE certificate provided to you by FORSEEBRIDGE or its Authorized Distributor and, if not so indicated, will be one (1). When you install the Runtime Environment under such LICENSEs, it will be configured to block access by Users in excess of this number.
4. Distribution
4.1 Distribution Is NOT Permitted. FORSEEBRIDGE does not grant you a personal, non-exclusive, revocable, non-transferable, worldwide LICENSE to distribute the Runtime Environment, in object code format only, with Applications that you create under this Agreement, so long as you purchase and sub-license one or more Deployment LICENSEs for each Application that you distribute to each Customer.
4.2 Contracts with Customers. Before you or your reseller provides a copy of the Runtime Environment to a Customer, you or your reseller, as the case may be, must enter into a written, legally enforceable sub-LICENSE agreement with that Customer which:
(a) expressly affirms that the Runtime Environment is “licensed and not sold”;
(b) grants the Customer a non-transferable, nonexclusive, revocable, royalty-free LICENSE until the end of the LICENSE Period (or until the termination of this Agreement (whichever is earlier)) to install and execute the Runtime Environment for use with a single Application in accordance with the corresponding Deployment LICENSE or LICENSEs that you have purchased for that Customer;
(c) prohibits the Customer from distributing, sublicensing, leasing, renting, assigning, or otherwise transferring the Runtime Environment or any activation code;
(d) prohibits the Customer from decompiling or disassembling the Runtime Environment except to the extent expressly permitted by applicable law and then only for the limited purposes specified in that law;
(e) prohibits the Customer from using the same activation code to install the Runtime Environment in any manner that exceeds the scope of the Deployment LICENSE under which the activation code is provided;
(f) effectively excludes for the express benefit of FORSEEBRIDGE all warranties and conditions, express and implied, including warranties or conditions of title, and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; and
(g) effectively excludes for the express benefit of FORSEEBRIDGE all liability for damages, including direct, indirect, special, incidental and consequential damages (such as lost profits) or other damages of any kind arising out of the use of Applications or the Runtime Environment.
Such sub-LICENSE agreements must name FORSEEBRIDGE as an express third party beneficiary. You must enforce such agreements with the same diligence that you use to enforce similar agreements for other software that you distribute, but in no event less than reasonable efforts. Customers need not physically sign the sub-LICENSE agreement unless a signature is required under applicable law to create an enforceable contract.
4.3 Distribution Restrictions. If you distribute the Runtime Environment, then you must include any and all third-party LICENSE files. You will not:
(a) grant (or authorize your resellers to grant) a Customer rights to use the Runtime Environment that are broader than the Deployment LICENSE you have purchased for distribution to that Customer;
(b) distribute, sublicense, lease, rent, assign, or otherwise transfer FORSEEBRIDGE to any other party except as expressly permitted in Section 6.1; or
(c) distribute any component of FORSEEBRIDGE that can be used to develop an FORSEEBRIDGE Application. You must provide a valid copyright notice in your name on each Application that you distribute with the Runtime Environment. The distribution rights of Section 6.1 are personal to you and cannot be sub-Licensed, assigned or otherwise transferred.
4.4 Relationship with Customers. You will be solely responsible for your applications and any services provided to your customers. FORSEEBRIDGE and its Authorized Distributors make no warranty and have no obligation to provide support or other services to your customers. You will defend and indemnify FORSEEBRIDGE and its officers, employees, consultants, agents, sub-contractors suppliers and Authorized Distributors (collectively the “Indemnified Party”) from any losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by the Indemnified Party arising from or related to your Applications (including any content, materials, information or data contained that you store within the Applications) or Customers, including, without limitation, claims based on the performance or non-performance of the Runtime Environment. You must enter transactions with your customers on your own account and not on behalf of FORSEEBRIDGE.
4.5 Open Source. You must not incorporate into any Application that you distribute to others any “open source” or other code that is licensed to you by a third party under the condition or requirement that any programs incorporated into, derived from or distributed with such code be disclosed or distributed in source code form or distributed at no charge.
5. Other LICENSE Rights
5.1 Plug-Ins. FORSEEBRIDGE includes plug-in components for use with Internet browser software. These plug-in components are specifically designated in the technical documentation that accompanies FORSEEBRIDGE. So long as you comply with this Agreement, FORSEEBRIDGE grants you a non-exclusive, revocable, non-transferable, worldwide LICENSE during the LICENSE Period to install and execute (and sub LICENSE your Customers to install and execute) such browser plug-ins on single-user computers for the sole purpose of enabling browser software resident on such computers to communicate with Applications deployed on a Runtime Environment that is resident on a separate computer. The rights granted under this Section do not expand the number of individuals who may use the Runtime Environment under a particular Deployment LICENSE.
5.2 Evaluation LICENSE. If you have received a copy of FORSEEBRIDGE from FORSEEBRIDGE or its Authorized Distributor but have not yet purchased a LICENSE to use FORSEEBRIDGE, then FORSEEBRIDGE grants you a personal, non-transferable, revocable, non-exclusive, worldwide LICENSE to install and execute FORSEEBRIDGE, in object code format only, for your own internal use solely for purposes of evaluating FORSEEBRIDGE for no more than ninety (90) days.
5.3 Demonstration LICENSE. FORSEEBRIDGE may at your request grant you a Deployment LICENSE in accordance with Section 5 on a demonstration basis. Runtime Environments deployed under a demonstration Deployment LICENSE will have a time-limited expiry. You may sub-LICENSE such demonstration LICENSEs to your Customers and prospective Customers for the sole purpose of allowing them to evaluate an application. UPON EXPIRATION OF THIS TIME PERIOD, THE RUNTIME ENVIRONMENT WILL STOP WORKING AND YOU AND YOUR CUSTOMERS WILL NO LONGER BE ABLE TO USE THE APPLICATION UNLESS YOU PURCHASE A REGULAR DEPLOYMENT LICENSE AT FORSEEBRIDGE’S THEN-CURRENT TERMS AND PRICES.
6. Additional Restrictions and Conditions
6.1 Prohibited Uses of FORSEEBRIDGE. You may not do (or permit others to do) any of the following:
(a) modify, adapt, alter, translate, or create derivative works of FORSEEBRIDGE;
(b) merge or otherwise integrate FORSEEBRIDGE with any external components or software, other than an application;
(c) reverse engineer, decompile or disassemble FORSEEBRIDGE, or otherwise attempt to derive the source code of FORSEEBRIDGE except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(d) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of FORSEEBRIDGE or its suppliers on FORSEEBRIDGE, including any copies of FORSEEBRIDGE that you are permitted to make under this Agreement;
(e) use the Runtime Environment as a tool to create other FORSEEBRIDGE Applications;
(f) circumvent, or provide or use a program intended to circumvent, technological measures (such as activation codes) that control installation or use of FORSEEBRIDGE;
(g) use an activation code to install or use copies of FORSEEBRIDGE in any manner that exceeds the scope of the LICENSE under which the activation code is provided to you; or
(h) otherwise reproduce or use FORSEEBRIDGE except as expressly permitted under this Agreement
6.2 Terms and Conditions; Other Environments. Terms and conditions that third party system or platform providers require may limit the ability to deploy FORSEEBRIDGE applications in certain environments. FORSEEBRIDGE makes no representations or warranties regarding terms or conditions that may be imposed by other vendors for use of their platforms or systems. By way of example and not limitation, the FORSEEBRIDGE iOS client is implemented using the standard iOS controls and APIs, but Apple’s LICENSE terms may impose additional limitations.
6.3 Confidentiality. Technical information provided to you under this Agreement, including APIs (other than published documentation), is confidential and proprietary to FORSEEBRIDGE and is subject to the terms of Section 16 and may not be disclosed by you to third parties without FORSEEBRIDGE’s express permission.
6.4 High Risk Activities. FORSEEBRIDGE is not fault tolerant and is not intended for use in high-risk activities. You may not use FORSEEBRIDGE, including any Runtime Environment, in the design, construction, operation or maintenance of any nuclear facility or weapon of mass destruction, or for the purpose of aircraft navigation or control or any other activity in which the failure of FORSEEBRIDGE could result in loss of human life, personal injury or property damage.
7. Fees
The applicable LICENSE Fees shall be detailed in the applicable Order and will either be calculated on the basis of a Permanent Access LICENSE Fee or a Subscription Access LICENSE Fee. All LICENSE Fees are subject to change. Please consult FORSEEBRIDGE or its Authorized Distributor as to current fees before placing an Order. All LICENSE fees are non-refundable and non-cancellable except as expressly provided in this Agreement and do not include shipping, sales or use tax, withholding tax, excise tax, VAT or customs duties, all of which you are responsible for paying above and beyond the LICENSE fees due to FORSEEBRIDGE or its Authorized Distributor. If you do not pay an invoice issued to you by the relevant due date, we reserve the right to charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and/or suspending the Services we provide to you.
8. Limited Warranty
With the exception of Hosted LICENSEs, FORSEEBRIDGE warrants to you, the original purchaser, and to no one else, that, for a period of thirty (30) days after the initial delivery of FORSEEBRIDGE to you, the media, if any, on which FORSEEBRIDGE is provided to you will be free of defects in materials and workmanship. Your exclusive remedy for breach of this limited warranty is that FORSEEBRIDGE will replace any defective media that you return to FORSEEBRIDGE (or the Authorized Distributor from whom you acquired FORSEEBRIDGE) within the thirty (30) day warranty period. Any replacement media will be warranted as provided in this Section for the remainder of the original thirty (30) day warranty period or ten (10) days whichever is longer. This limited warranty does not apply to damage resulting from misuse, abuse or neglect. This limited warranty does not apply to any supplements or updates to FORSEEBRIDGE that are provided to you after expiration of the thirty (30) day warranty period.
9. Disclaimer of Warranty
EXCEPT FOR THE EXPRESS LIMITED WARRANTY OF SECTION 11, FORSEEBRIDGE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. FORSEEBRIDGE HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT FORSEEBRIDGE IS ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF FORSEEBRIDGE. TO THE EXTENT THAT FORSEEBRIDGE MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
10. Limitation of Liability
IN NO EVENT WILL FORSEEBRIDGE OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE FORSEEBRIDGE, EVEN IF FORSEEBRIDGE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF FORSEEBRIDGE AND ITS AUTHORIZED DISTRIBUTORS IN CONNECTION WITH THIS AGREEMENT AND FORSEEBRIDGE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU PAID TO USE FORSEEBRIDGE FOR THE PARTICULAR LICENSE UNDER WHICH LIABILITY HAS ARISEN (NOT INCLUDING FEES FOR SERVICES OR PRODUCTS OTHER THAN FORSEEBRIDGE). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. YOU ACKNOWLEDGE THAT THE LICENSE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FORSEEBRIDGE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO LICENSOR OR OTHER SUPPLIER OF FORSEEBRIDGE WILL HAVE ANY LIABILITY TO YOU, WHETHER IN CONTRACT, IN TORT OR OTHERWISE UNDER THIS AGREEMENT OR IN RELATION TO FORSEEBRIDGE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.
11. Termination
This Agreement will remain in effect until the expiration of the copyrights in FORSEEBRIDGE or until terminated as provided below. If a particular LICENSE granted to you is for a limited term (as indicated on the packaging that accompanies FORSEEBRIDGE or on the applicable invoice, LICENSE certificate or other product documentation provided to you by FORSEEBRIDGE or its Authorized Distributor in connection with FORSEEBRIDGE, or on the screens displayed by FORSEEBRIDGE when it is initially installed), then that LICENSE terminates upon expiration of that LICENSE Period. You may terminate this Agreement at any time and for any reason, by giving written notice to FORSEEBRIDGE. FORSEEBRIDGE may terminate this Agreement, effective immediately upon written notice to you if you (a) fail to pay any portion of the LICENSE fees when due and fail to cure such non-payment within thirty (30) days after receipt of notice of same, or (b) if you otherwise breach any provision of this Agreement. Upon expiration or termination of this Agreement, you must erase or otherwise destroy all copies of FORSEEBRIDGE other than copies of the Runtime Environment that you have distributed to Customers in accordance with this Agreement, and your rights hereunder will immediately end. Where you are operating under a Hosted LICENSE, you will have a period of 45 days from the effective date of termination to download any materials that you have uploaded to FORSEEBRIDGE. Notwithstanding the foregoing, Sections 1, 3, 6.5, 8, 12, 13, 15, 16, 17 and 18 will survive expiration or termination of this Agreement for any reason. The termination of this Agreement will not affect the authorized sub-LICENSE rights granted by you to Customers to use the Runtime Environment in or with Applications that you provide, so long as you or your customers have paid the applicable Deployment LICENSE fees.
12. General
12.1 Trademarks. No rights to use FORSEEBRIDGE’s logos or other trademarks are granted under this Agreement. If you would like to use FORSEEBRIDGE’s logos or other trademarks, please contact FORSEEBRIDGE to discuss becoming an authorized value-added reseller.
12.2 Choice of Law. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts. Notwithstanding, the parties acknowledge and agree that in the event that any applicable mandatory local law relating to either party that cannot be disapplied, this Agreement will be deemed to be amended to the minimum extent necessary to conform with that local law only.
12.3 Compliance with Laws. You will comply with all applicable export and import control laws and regulations in your use of FORSEEBRIDGE and, in particular, you will not export or re-export FORSEEBRIDGE, including the Runtime Environment, without all required government LICENSEs. You will defend, indemnify, and hold harmless FORSEEBRIDGE and its officers, employees, consultants, agents, sub-contractors and its suppliers and Authorized Distributors (collectively the “Indemnified Party”) from any losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by the Indemnified Party arising from and against any violation of such laws or regulations by you. If any approval or registration of this Agreement, or any sub-LICENSE under this Agreement, is required with government authorities where you reside, operate or distribute Applications, then you will secure such approval or registration at your own expense as a condition to your right to use or distribute FORSEEBRIDGE under this Agreement.
12.4 Relationship between the Parties. The parties are independent contractors and neither party is the agent, partner, employee, fiduciary or joint venturer of the other party under this Agreement. You may not act for, bind, or otherwise create or assume any obligation on behalf of FORSEEBRIDGE.
12.5 Assignments. You may not assign or transfer, by operation of law or otherwise, any of your rights under this Agreement to any third party without FORSEEBRIDGE’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. FORSEEBRIDGE may freely assign its rights or delegate its obligations under this Agreement.
12.6 Language. This Agreement is in the English language, and its English language version will be controlling over any other translation except as otherwise required by applicable law. All other translations are solely provided for assistance in interpreting this Agreement.
12.7 Remedies. Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. You acknowledge that FORSEEBRIDGE contains valuable trade secrets and proprietary information of FORSEEBRIDGE and its suppliers, that any actual or threatened breach of this Agreement by you will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
12.8 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.9 Severability. If a court holds any provision of this Agreement unenforceable, such provision may be changed and interpreted by the court to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, you agree that Section 13 will remain in effect notwithstanding the unenforceability of any other provision of this Agreement.
12.10 Entire Agreement. This Agreement constitutes the final and entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by you to FORSEEBRIDGE or its Authorized Distributor will have no effect.
13. International Provisions
If by virtue of (“Choice of Law”) or otherwise, the law governing this Agreement is one of the jurisdictions listed below:
The United Arab Emirates
Disclaimer of Warranty. Neither FORSEEBRIDGE nor its Authorized Distributor warrants fitness for a particular purpose, a particular quality or results of FORSEEBRIDGE.
LIMITATION OF LIABILITY. TOTAL CUMULATIVE LIABILITY OF FORSEEBRIDGE AND ITS AUTHORIZED DISTRIBUTORS IN CONNECTION WITH THIS AGREEMENT AND FORSEEBRIDGE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THREE (3) TIMES THE AMOUNT OF LICENSE FEES THAT YOU PAID TO USE FORSEEBRIDGE FOR THE PARTICULAR LICENSE UNDER WHICH LIABILITY HAS ARISEN (NOT INCLUDING FEES FOR SERVICES OR PRODUCTS OTHER THAN FORSEEBRIDGE). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.
Neither FORSEEBRIDGE nor its Authorized Distributor is liable for damages from defects that have been present at the time of entering into the contract and that occurred without default of either FORSEEBRIDGE or its Authorized Distributor. Neither FORSEEBRIDGE nor its Authorized Distributor is liable for acts of simple negligence except if they are caused by a breach of any substantial contractual obligation (cardinal obligation). FORSEEBRIDGE’s liability is limited to the loss that is predictable and that is typical for the contract. Neither FORSEEBRIDGE nor its Authorized Distributor finally is liable for the loss of data and/or programs as far as the loss is based on the fact that you have refrained from making back-up copies and therefore from ensuring that lost data can be restored with reasonable effort. Nothing in this Agreement will be deemed to exclude or limit FORSEEBRIDGE or its Authorized Distributor’s liability in respect of (1) injuries to or death of any person, caused by wilful intent or negligence of FORSEEBRIDGE or its Authorized Distributor, or such parties’ representatives, auxiliary persons (executive and non-executive staff) and subcontractors; (2) loss and damages caused by wilful intent or gross negligence by FORSEEBRIDGE or its Authorized Distributor, or FORSEEBRIDGE’s or its Authorized Distributor’s representatives, auxiliary persons (executive and non-executive staff) and subcontractors; (3) any indemnity or guarantee given by FORSEEBRIDGE or its Authorized Distributor under this agreement – although it is expressly not intended to give any indemnity or guarantee; and (4) any liability according to the German Product Liability Act.
Assignment. You expressly agree that FORSEEBRIDGE may assign its rights to any third party any time. In case of an assignment, you are entitled to terminate this Agreement. In the event of any such termination, you will not be entitled to any refund of the fees paid by you hereunder. FORSEEBRIDGE may delegate its obligations under this Agreement without restrictions.