Last updated: July 20, 2023
REDOCLY INC. (“REDOCLY”) PROVIDES THE PRODUCTS (AS DEFINED BELOW)TO YOU SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT (AS DEFINED BELOW) AND ON THE CONDITION THAT CUSTOMER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. BY EITHER CLICKING THE “ACCEPT” BUTTON OR USING THE PRODUCTS, CUSTOMER ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS. IF YOU ARE REGISTERING TO USE THE PRODUCTS OR OTHERWISE USE ANY PRODUCTS ON BEHALF OF AN ENTITY OR OTHER ORGANIZATION, YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY OR ORGANIZATION AND REPRESENTING TO REDOCLY THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THESE TERMS (IN WHICH CASE, THE TERM “CUSTOMER” WILL REFER TO THAT ENTITY OR ORGANIZATION). IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, REDOCLY WILL NOT AND DOES NOT LICENSE OR OTHERWISE PERMIT THE USE OF THE PRODUCTS TO OR BY CUSTOMER AND CUSTOMER MUST NOT DOWNLOAD, INSTALL, OR USE THE PRODUCTS IN ANY MANNER.
1.1. “Agreement” means this Subscription Agreement.
1.2. “Customer” means you, the person, entity or organization that has requested use of the Product. Customer also includes any entity or organization which controls, is controlled by, or is under common control with Customer. For the purposes of this definition, “control” means (i) the power, directly or indirectly, to direct or manage such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
1.3. “Order Form” means a quote, order summary, order form or order page (including any online summary, order form or order page) entered into or accepted by Customer that specifies the applicable subscription term, Products provided to Customer, Subscription Fees, authorized number and/or types of Users, other qualifications for the subscription, and payment schedules, and that references this Agreement. Any purchase orders issued by Customer that are followed by an invoice from Redocly, which collectively substantially include the foregoing information, will also be deemed Order Forms for purposes hereof. All Order Forms are hereby incorporated by reference into this Agreement.
1.4. “Products” means the Redoc, Redocly reference docs, Redocly developer portal, Redocly Workflows, and related services provided by Redocly, whether provided to Customer as a download (“Downloaded Software”) or on a Software as Service basis (“SaaS Component”).
1.5. “Subscription Confirmation” means an email confirming Customer’s rights to access and use Products.
1.6. “Subscription Fees” means the amounts paid by Customer to license or otherwise receive the right to use the Products pursuant to this Agreement, as set forth in the applicable Subscription Confirmation and Order Form.
1.7. “User” means any individual obtaining access to the Product(s) from Customer pursuant to this Agreement through a User Account and in conformance with the applicable Order Form.
1.8. “User Account” means an account created at redoc.ly or redocly.com or gaining access through a connected identity provider, having a unique username, and enabling User management and administration and/or access to Products in accordance with this Agreement.
Subject to and conditioned upon Customer’s strict compliance with all terms and conditions set forth in this Agreement, and upon payment of the Subscription Fees as set forth in the applicable Subscription Confirmation and Order Form, Redocly hereby grants to Customer a personal, non-exclusive, non-transferable (except pursuant to a permitted assignment of this Agreement), non-sublicensable, limited (a) right to use the SaaS Component and (b) to the extent permitted in the applicable Order Form, license to install and use the Downloaded Software, in each case during the applicable subscription term for Customer’s business purposes solely as set forth in this Agreement. Customer may extend the foregoing rights to use the Products to its Users that create a User Account.
2.1.1. Customer will ensure that only one individual is using a User Account;
2.1.2. Customer will not grant access to the Products to any person or entity who is not an authorized User;
2.1.3. Customer will not modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Products or any part thereof, except that Customer may create extensions of the Products for Customer’s sole and exclusive use, which may not be resold or otherwise disseminated;
2.1.4. Customer will not combine the Products or any part thereof with, or incorporate the Products or any part thereof in, any other programs;
2.1.5. Customer will not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Products or any part thereof;
2.1.6. Customer will not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Products, including any copy thereof;
2.1.7. Customer will not copy the Products, in whole or in part, except as required for ordinary use of the Downloaded Software (if applicable) pursuant to this Agreement;
2.1.8. Customer will not rent, lease, lend, sell, repackage, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products or any features or functionality of the Products, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
2.1.9. Customer will not use the Products in violation of any federal, state, or local law, regulation or rule or outside the scope expressly permitted hereunder (including the applicable Order Form);
2.1.10. Customer will not use the Products for purposes of competitive analysis of the Products, the development of a competing software product or service or any other purpose that is to Redocly’s commercial disadvantage; and
2.1.11 Customer will not attempt to probe, scan or test the vulnerability of the Products (other than pursuant to Redocly’s vulnerability disclosure policy available at https://redocly.com/vulnerability-disclosure-policy/), breach the security or authentication measures of the Products without proper authorization or wilfully render any part of the Products unusable.
2.2. Exceptions to Use Restrictions. The parties may negotiate exceptions to the above use restrictions (“Use Restrictions”), provided that no exception will be deemed to have modified any Use Restriction unless such exception is set forth in a writing signed by an Operating Manager or other officer of Redocly. Notwithstanding anything herein, breach of the Use Restrictions will not be subject to any limitations of liability hereunder.
2.3 Data Security. With respect to the SaaS Component, Redocly will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the SaaS Component (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, Redocly will maintain the administrative, physical and technical safeguards to protect the security of Customer Data that are described in the Redocly security page located at https://redocly.com/security/ (the “Security Page”) (as the Security Page may be updated by Redocly in a manner that does not materially decrease the applicable protections). To the extent that Redocly processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to Data Protection Laws (as defined in the DPA), on Customer’s behalf, in the provision of the Products, the Data Processing Addendum (“DPA”) currently available at https://redocly.com/dpa/ is hereby deemed incorporated herein by reference.
2.4 FOSS Software. To the extent Customer has purchased a subscription to the Downloaded Software under the applicable Order Form, certain “free” or “open source” based software (“FOSS Software”) may be shipped with the Downloaded Software, and the list of such FOSS Software is provided with such Downloaded Software. Customer’s rights with respect to the FOSS Software are governed by the applicable open source license, and not this Agreement.
Customer is responsible and liable for all uses of the Products through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Products by itself or by any other person to whom Customer may provide access to or use of the Products, including Users, whether such access or use is permitted by or in violation of this Agreement.
4.1. The Products may contain technological copy protection or other security features designed to prevent unauthorized use of the Products, including features to protect against use of the Products. Customer shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.
4.2. On Redocly’s written request, Customer shall conduct a review of its use of the Products and certify to Redocly in a written instrument that it is in full compliance with this Agreement.
4.3 “Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (i) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (ii) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of the Use Restrictions or this Section 4, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
Redocly will provide software maintenance and support services in accordance with its then standard support program, or as separately agreed-upon pursuant to a Service Level Agreement (“SLA”) with Customer. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, “Updates”) as Redocly makes generally available to all Customers of the Products then entitled to maintenance and support services. Customer further agrees that all Updates will be deemed Products, all subject to all terms and conditions of this Agreement. Customer acknowledges that Redocly may provide some or all Updates via download from a website designated by Redocly and that Customer’s receipt thereof shall require an internet connection, which connection is Customer’s sole responsibility. Redocly has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Products Redocly may issue as a separate or new product, and Redocly may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion. Except as set forth in the applicable Order Form, Redocly has no obligation to provide maintenance and support services, including Updates, and reserves the right to charge for such continued support and maintenance.
6.1 Customer acknowledges and agrees that Customer is granted a right to use the SaaS Component and, to the extent set forth in the applicable Order Form, a license to use the Downloaded Software, and the Products are not sold to Customer. Customer does not acquire any ownership interest in the Products under this Agreement, or any other rights thereto other than to use the same in accordance with the rights granted herein, and subject to all terms, conditions and restrictions, under this Agreement. Redocly reserves and shall retain its entire right, title, and interest in and to the Products and System Data and all intellectual property rights arising out of or relating to the Products, except as expressly granted to the Customer in this Agreement. “System Data” means data collected by Redocly regarding the Products that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Products. Customer reserves and shall retain its entire right, title, and interest in and to the Customer Data. Customer shall safeguard all Products (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Customer shall promptly notify Redocly if Customer becomes aware of any infringement of Redocly’s intellectual property rights in the Products and fully cooperate with Redocly in any legal action taken by Redocly to enforce its intellectual property rights.
6.2. Customer agrees that Redocly has the right to aggregate and use Customer Data and other information relating to the Products (during and after the term hereof) to (i) improve Redocly’s products and services, and (ii) disclose such data and information solely in an aggregated and anonymized format that does not identify Customer or any individual.
6.3 Customer may from time to time provide Redocly suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Products. Redocly will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Redocly will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
All Subscription Fees and, if any, support fees are payable in advance to Redocly and are non-refundable and non-cancelable. Any renewal of a subscription or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.
8.1. The term of this Agreement will commence on the Effective Date of the initial Order Form. This Agreement shall remain in effect until there are no more Order Forms in effect under this Agreement. Except as set forth in the applicable Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal prior to the end of the then-current term. Redocly may provide Customer with notice (email to suffice) of any change in pricing at least sixty (60) days prior to the end of the then-current term, and such pricing will be effective only upon renewal. 8.2. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Any termination of this Agreement will terminate all outstanding Order Forms.
Upon expiration or earlier termination of the applicable Order Form, the rights granted with respect to such Order Form shall terminate, and Customer shall cease using the Products (and delete all copies of the Downloaded Software residing on computers or networks within its control). Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the Use Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the miscellaneous provisions below.
Each party to this Agreement represents and warrants that it has the full right power and authority to enter into this Agreement and that they will comply with all laws and regulations applicable to the delivery and use of the Products. Redocly warrants that it will, consistent with prevailing industry standards, provide the SaaS Component and maintenance and support services in a professional and workmanlike manner and the Products will conform in all material respects with the applicable documentation provided by Redocly. For material breach of the foregoing express warranty, Customer’s exclusive remedy shall be the provision of a workaround, re-performance or repair, as applicable, of the deficient Product or, if Redocly cannot re-perform or repair such deficient Product as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form and recover a pro-rata portion of the prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE THE PRODUCTS ARE PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REDOCLY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, REDOCLY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PRODUCTS WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCT, SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. REDOCLY IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PRODUCTS OR SERVICES (THAT ARE NOT PART OF THE PRODUCTS) OR CUSTOMER PRODUCTS OR SERVICES (“NON-REDOCLY PRODUCTS”), IN EACH CASE THAT INTEGRATE WITH THE PRODUCTS, AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY OF THE NON-REDOCLY PRODUCTS OR ANY CONTINUED INTEGRATION WITH SUCH NON-REDOCLY PRODUCTS, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH REDOCLY WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY REDOCLY. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. NOTWITHSTANDING ANYTHING HEREIN, REDOCLY DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL, SUPPORT OR OTHER COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR REDOCLY MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
11.1 Redocly will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Products as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Redocly) in connection with any such Claim; provided that (a) Customer will promptly notify Redocly of such Claim, (b) Redocly will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Redocly may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Redocly in connection therewith. If the use of the Products by Customer has become, or in Redocly’s opinion is likely to become, the subject of any claim of infringement, Redocly may at its option and expense (i) procure for Customer the right to continue using and receiving the Products as set forth hereunder; (ii) replace or modify the Products to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Redocly will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Product by Customer not in accordance with this Agreement; (C) modification of the Product by any party other than Redocly without Redocly’s express consent; (D) Customer Data, (E) the combination, operation or use of the Product with other applications, portions of applications, product(s) or services where the Product would not by itself be infringing, or (F) with respect to Downloaded Software, any failure by Customer to use a non-infringing workaround or modification that does not materially adversely affect the functionality or availability of the Product (clauses (A) through (F), “Excluded Claims”). This Section states Redocly’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
11.2 Customer will defend Redocly against any Claim made or brought against Redocly by a third party arising out of the Excluded Claims, and Customer will indemnify Redocly for any damages finally awarded against Redocly (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Redocly will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Redocly’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Redocly of all liability) and (c) Redocly reasonably cooperates with Customer in connection therewith.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH HEREIN:
12.1. IN NO EVENT WILL REDOCLY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE PRODUCTS, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT REDOCLY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. IN NO EVENT WILL REDOCLY’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO REDOCLY PURSUANT TO THE APPLICABLE ORDER FORM FOR THE PRODUCTS DURING THE MOST RECENT TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE.
12.3. THE LIMITATIONS SET FORTH ABOVE SHALL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
Customer shall not, directly or indirectly, export, re-export or release the Products to, or make the Products accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Customer shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Products available outside the U.S.
The Products consist in part of commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if Customer is the U.S. Government or any contractor therefor, Customer shall receive only those rights with respect to the Products as are granted to all other end users under license, in accordance with: (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government Customers and their contractors.
15.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the City of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by certified mail to such party’s address as set forth on any order form (or to such other address as may be designated by a party from time to time in accordance with this Agreement), shall be effective service of process for any suit, action or other proceeding brought in any such court.
15.2. Excluding payment obligations, neither party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations, or non-availability of electrical power, heat, light, air conditioning or the other party’s equipment, loss and destruction of property or any other circumstances or causes beyond such party’s reasonable control.
15.3. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on any Order Form (or to such other address as may be designated by a party from time to time in accordance with this Agreement).
15.4. This Agreement, together with any Subscription Confirmation and Order Form, and all other documents that are incorporated by reference herein, constitute the sole and entire agreement between Customer and Redocly with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
15.5. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any purported assignment or transfer in violation of this section is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
15.6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
15.7. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
15.8. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
15.9. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The order form and all related documents referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
15.10. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.