Last Updated: 11 April 2020
This End User License Agreement (the “Agreement”) governs the purchase, access, and use of Products by the Customer listed on an Order (hereinafter “Customer” or “You” or “Your”).
In order to use or receive the benefits of any Product, You must purchase the applicable Product through an Order. If Green Radar introduces new Products in the future, such Products will be governed by this Agreement, depending on their Product category (i.e. SaaS, Software, Hardware, etc.).
If You are receiving access to or use of Products for proof of concept, beta testing, interactive demo, or other similar evaluative purposes (the “Evaluation Products”), then You may only use the Evaluation Products for Your own internal evaluation purposes for a period of up to thirty (30) days (or a pre-set shorter period for interactive demos) from the date of first access to the Evaluation Products. You and Green Radar may, upon mutual written agreement, extend the Evaluation Period. At the end of the Evaluation Period, You must delete all Software and other components (including Documentation) related to the Evaluation Products, or You may be invoiced for the then-current list price for the Evaluation Products. If you are evaluating SaaS, You understand that Green Radar may disable access to the SaaS automatically at the end of the Evaluation Period, without notice to You. At the end of the Evaluation Period, Customer Data will be deleted pursuant to Green Radar’s six (6) month retention periods, unless otherwise agreed to by the parties. If You are participating in an interactive demo, You agree and understand that You will receive one instance of the SaaS which is shared with other prospective Green Radar customers and users. For any Evaluation Products, only Sections 4, 5.7, 6, 9, 10, 11, and the applicable Definitions in Section 1 of this Agreement shall apply.
IF YOU HAVE ARRIVED AT THIS PAGE DURING THE PROCESS OF INSTALLING, DOWNLOADING, ACCESSING, OR DEPLOYING A PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT BY PROCEEDING WITH THE INSTALLATION, DOWNLOAD, ACCESS, IMPLEMENTATION, OR USE OF THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DISCONTINUE THE INSTALLATION, DOWNLOAD, ACCESS, IMPLEMENTATION, OR USE. IF YOU PROCEED WITH INSTALLATION, DOWNLOAD, ACCESS, IMPLEMENTATION, OR USE, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND THE CUSTOMER.
This Agreement may be periodically updated and the current version will be posted at www.greenradar.com/eula. Your continued use of the Products after a revised Agreement has been posted constitutes your acceptance of its terms.
1.1 “Affiliate” means any entity controlled, directly or indirectly, by, under common control with, or controlling a party, and specifically includes without limitation, subsidiaries, partnerships, joint ventures, and other entities or operations for which the Party has operational or management control. For the purposes of this definition, control means the power to direct, or cause the direction of, the management and policies of such entity whether by contract, law, or ownership of the majority of the voting shares or assets of another entity.
1.2 “Aggregated Data” means Customer Data that is (i) anonymized, and not identifiable to any person or entity, (ii) combined with the data of other customers or additional data sources, and (iii) presented in a manner from which Customer’s or Customer Users’ identity may not be derived.
1.3 “Customer Data” means all data or information submitted by or on behalf of Customer to the Products.
1.4 “Customer User” means an employee, agent, contractor, or other third party authorized by Customer and/or its Affiliates to access, use, download, deploy, or install the Products.
1.5 “Implementation Services” means the implementation services provided by Green Radar to Customer.
1.6 “Documentation” means the documentation and usage guides for the Products, as updated from time to time by Green Radar.
1.7 “Fees” means any fees paid or to be paid for Products under an Order.
1.8 “Force Majeure Event” means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes; computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Green Radar’s possession or reasonable control; and denial of service attacks.
1.9 “Hardware” means the Green Radar-provided hardware used to connect to the SaaS.
1.10 “Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the Hong Kong Special Administrative Region or any country or jurisdiction.
1.11 “Order” means a written order form/sales proposal, purchase order, or similar ordering document for Products submitted to, and approved, by Green Radar and/or Partner.
1.12 “Partner” means the Green Radar approved partner authorized by Green Radar to resell or otherwise provide Products to end user customers.
1.13 “Products” means, collectively, all Green Radar SaaS, Software, Hardware, Implementation Services, and Support Services, including all Upgrades.
1.14 “Product Sheets” means the Green Radar Materials available at www.greenradar.com that provide Product descriptions, service levels, and terms applicable to specific Products.
1.15 “SaaS” means the subscription cloud-based service provided by Green Radar for the Subscription Term set forth in the Order.
1.16 “Software” means any Green Radar software, utility, tool or other computer or program code, in object (binary) or source-code form provided, directly or indirectly to Customer as well as any copies (whether complete or partial) made by or on Customer’s behalf. The term “Software” also includes any updates, upgrades or other new features, functionality or enhancements to the Software made available directly or indirectly to Customer.
1.17 “Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms (as defined in Section 7.2) together.
1.18 “Support Services” means the support services provided by Green Radar with respect to each applicable Product.
1.19 “Upgrades” means all cloudwide modifications, enhancements and corrections to the Products made by Green Radar, including corrections of failures to conform to or to operate in accordance with the Documentation; temporary and permanent error corrections delivered as part of the Support Services; and all additions, updates, new versions and releases, and new features, and changes made by Green Radar in response to legal, technological or other developments. For clarity, “Upgrades” does not include any additional features or enhancements made available to customers by Green Radar for an additional cost.
1.20 “Green Radar” means Green Radar (Hong Kong) Limited, a corporation with its principal place of business at 39/F, Montery Plaza, 15 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong.
1.21 “Green Radar Materials” means all Green Radar proprietary materials, Intellectual Property Rights for all Products and Documentation, Green Radar’s processes and methods, and/or materials distributed by Green Radar during any presentations, proof of concepts, or demonstrations of Green Radar Product
Customer and/or Customer Affiliates may purchase Products through an Order. All Orders shall be governed by the terms and conditions in this Agreement regarding Customer’s and its Affiliate’s access and use of the Products. For clarity, Green Radar will not be obligated to provide any Products to Customer or its Affiliate(s) until Green Radar receives a valid Order for such Products. Customer and any Customer Affiliate agrees that its purchase of any Products is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Green Radar with respect to any future functionality or features.
Unless otherwise agreed to in writing by the parties, Fees and payment terms shall be agreed and documented between Customer and/or its Affiliate(s) and the Partner.
4. INTELLECTUAL PROPERTY; RESTRICTIONS; AND GUIDELINES
4.1 Ownership and Intellectual Property Rights
4.1.1 Green Radar. All rights and title in and to the Products, Green Radar Materials, and Documentation, including all Intellectual Property Rights inherent therein, belong exclusively to Green Radar and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement.
4.1.2 Customer. All rights and title in and to the Customer Data, including all Intellectual Property Rights inherent therein, belong exclusively to Customer. No rights are granted to Green Radar other than as expressly set forth in this Agreement.
4.2 Restrictions. Customer shall not and will not allow any third party to: (i) modify, copy, display, republish or create derivative works based on the Products or Green Radar Materials; (ii) reverse engineer the Products; (iii) access the Products in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Products; (iv) use the Products to send spam or otherwise duplicative or unsolicited messages in violation of any applicable laws and/or regulations; (v) use the Products to send infringing, obscene, threatening, libelous, or otherwise unlawful material; (vi) use the Products to access blocked services in violation of any applicable laws and/or regulations; (vii) upload to the Products or use the Products to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (viii) use the Products to run automated queries to external websites (as the website may blacklist Green Radar IPs for all of its customers); (ix) interfere with or disrupt the integrity or performance of the Products or the data contained therein; (x) attempt to gain unauthorized access to the Products or its related systems or networks; (xi) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Products; (xii) perform penetration or load testing on the Products or Green Radar’s cloud without the prior written consent of Green Radar and agreeing to certain conditions and requirements for such penetration or load testing; or (xiii) without the express prior written consent of Green Radar, conduct any public benchmarking or comparative study or analysis involving the Products. Additionally, Customer agrees to: (i) use the Products solely for its internal business purposes; (ii) only permit access to the Products by Customer Users; and (iii) comply with all Documentation provided by Green Radar.
4.3 Customer Guidelines and Responsibilities. Customer agrees and understands that: (i) it is responsible for all activity of Customer Users and for Customer Users’ compliance with this Agreement; (ii) it shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data; (b) prevent unauthorized access to, or use of, the Products, and notify Green Radar promptly of any such unauthorized access or use; and (c) comply with all applicable laws and/or regulations in using the Products; (iii) the Products shall not include Customer’s connection to the Internet or any equipment or third party licenses necessary for Customer to use the Products, which shall be Customer’s sole responsibility; (iv) in order for Green Radar to provide the SaaS, Customer is responsible for forwarding its traffic or internal traffic to Green Radar via valid forwarding mechanisms that allow for automatic fail over; (v) it is responsible for supplying Green Radar with any technical data and other information and authorizations that Green Radar may reasonably request to allow Green Radar to provide the Products to Customer; and (vi) Green Radar shall have the right to: (a) use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Products (collectively “Feedback”); (b) utilize information collected regarding Customer’s use of the Products for the purposes of (1) maintaining, improving and/or analyzing the SaaS, including providing advanced analytics and reporting to Customer, (2) complying with all legal or contractual requirements, and/or (3) making malicious or unwanted content anonymously available to its licensors for the purpose of further developing and enhancing the Products; and (c) develop and commercialize benchmarks and measures based on Aggregated Data. The foregoing shall in no way limit Green Radar’s confidentiality and security obligations set forth in this Agreement. Green Radar acknowledges that all Feedback is provided “As-Is” without warranty of any type.
4.4 Green Radar Guidelines and Responsibilities.
4.4.1 Green Radar shall (i) process, use, and/or access Customer Data only for the purpose of providing the Products to Customer; and (ii) maintain reasonable and appropriate physical, organizational, administrative, and technical safeguards designed to protect Customer Data from loss, misuse, unauthorized access, disclosure, alteration and destruction.
4.4.2 Green Radar may process and store Customer Data; however, Customer may choose during the implementation process to store its Customer Logs in Green Radar supported countries. To facilitate its operations, Green Radar may transfer and access Customer Data from around the world, including from other countries in which Green Radar has operations. Any such transfers will be done in compliance with applicable laws and regulations. Green Radar reserves the right to route traffic across the Internet in a commercially optimal way, provided such actions do not compromise Green Radar’s obligations under this Agreement; and
4.4.3 Green Radar reserves the right to suspend Customer’s access to or download of Products in the event Customer’s use of the Products represents an imminent threat to Green Radar’s network, or if directed by a court or competent authority. In such cases, Green Radar will (i) suspend such Products only to the extent reasonably necessary to prevent any harm to Green Radar’s network; (ii) use its reasonable efforts to promptly contact Customer and give Customer the opportunity to promptly change the configuration of its server(s) accordingly and/or work with Customer to promptly resolve the issues causing the suspension of such Products; and (iii) reinstate any suspended Products immediately after any issue is abated.
5.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
5.2 SaaS and Software Warranty. Green Radar warrants that the SaaS and/or Software will be free of defects under normal use and substantially conforms to the Documentation. If Customer believes the warranty stated in this Section has been breached, Customer must notify Green Radar of the breach no later than thirty (30) days following the date the warranty was allegedly breached, and Green Radar will promptly correct the non-conformity at its own expense if it determines a breach of this warranty occurred
5.3 Hardware Warranty. Green Radar warrants that the Hardware will perform substantially in accordance with the applicable Documentation. If Customer believes the warranty stated in this Section has been breached, Customer must notify Green Radar of the breach no later than thirty (30) days following the date the warranty was allegedly breached, and Green Radar will promptly correct the non-conformity at its own expense if it determines a breach of this warranty occurred.
5.4 Implementation Services Warranty. Green Radar warrants that the Implementation Services will be performed in a professional manner in accordance with industry standards for like services. If Customer believes the warranty stated in this Section has been breached, Customer must notify Green Radar of the breach no later than thirty (30) days following the date the Implementation Services was provided, and Green Radar will promptly correct or re-perform the Implementation Services at its own expense if a breach of this warranty occurred..
5.5 Support Services Warranty. Green Radar warrants that the Support Services, will be performed in a professional manner in accordance with industry standards for like services, but does not guarantee that every question or problem will be resolved. Green Radar’s obligation to provide Support Services, does not include services requested as a result of causes or errors which are not attributable to Green Radar or its authorized agents. If, upon investigating the cause of the incident, Green Radar determines that there is a defect in the Product, Green Radar will provide a remedy in the form of a workaround, or another version of the Product that includes a bug fix for the defect. Customer agrees to provide reasonable support information necessary to understand and resolve the incident, which may include log files, configuration files and/or error messages.
5.6 Warranty Remedies. The remedies stated in Sections 5.2 through 5.5 above are the sole remedies, and Green Radar’s sole obligation, with respect to Products that fail to comply with the foregoing warranties.
5.7 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. GREEN RADAR EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. GREEN RADAR ALSO MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT PRODUCTS WILL BE ERROR-FREE.
6. CONFIDENTIAL INFORMATION
6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Products, the Green Radar Materials, Green Radar’s security information and reports, and each party’s respective business and marketing plans, technology and technical information, product designs, and business processes. The obligations in this Section shall not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality; (iii) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party; or (iv) is lawfully received from a third party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality.
6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Either party may disclose Confidential Information to its personnel and its auditors who are subject to the same confidentiality obligations, and may disclose Confidential Information to its attorneys and accountants who are either subject to professional obligations of confidentiality or have agreed to be bound by confidentiality obligations at least as protective as those set out herein.
6.3 Protection. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care.
6.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
6.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, or if the Receiving Party is compelled to disclose (or is likely to become compelled to disclose) any Confidential Information of the Disclosing Party pursuant to Section 6.4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts or seek a protective order regarding such acts.
7. TERM AND TERMINATION
7.1 Agreement Term. This Agreement shall continue in effect for the Subscription Term.
7.2. Order Term. The term of Customer’s subscription to the Products will begin on the start date set forth in an Order and will continue for the period of time stated in the Order (“Initial Subscription Term”). Prior to the end of the Initial Subscription Term, the parties will work together to agree on the length and pricing for a renewal term (“Renewal Subscription Term”); otherwise, Customer’s subscription will terminate at the end of the Initial Subscription Term (or the then-applicable Renewal Subscription Term).
7.3 Termination for Material Breach. Either party may terminate this Agreement and any Order: (i) if the other party breaches any terms and conditions of this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.1 Green Radar will, subject to Section 9 (Limitation of Liability), indemnify and hold Customer harmless, from and against any claim against Customer by reason of Customer’s use of the Products as permitted hereunder, brought by a third party alleging that the Products or Green Radar Materials infringe or misappropriate a third party’s valid United States patent, copyright, trademark or trade secret. Green Radar shall, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Green Radar for such defense. If the Products, or parts thereof, become, or in Green Radar’s opinion may become, the subject of an infringement claim, Green Radar may, at its option: (a) procure for Customer the right to continue using the Products as set forth herein; (b) replace or modify the Products to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Green Radar, terminate this Agreement and the applicable Order and refund Customer, on a pro-rated basis, any pre-paid Fees for the corresponding unused portion of the Subscription Term. Green Radar will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by: (i) Customer’s use of a Product not in accordance with the Documentation; (ii) modification of a Product by anyone other than Green Radar; or (iii) the combination, operation, or use of any Product with other hardware or software not provided by Green Radar where the Products would not by itself be infringing. THIS SECTION 8.1 STATES GREEN RADAR’S ENTIRE LIABILITY AND CUSTOMER’S SOLE REMEDY WITH RESPECT TO ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS OR GREEN RADAR MATERIALS.
8.2 Customer will indemnify and hold Green Radar harmless against any claim brought by a third party against Green Radar arising from or related to Customer’s violation of Section 4.2 of this Agreement.
8.3 The indemnification obligations in this Section shall be subject to the indemnified party: (i) promptly notifying the indemnifying party in writing upon receiving notice of any threat or claim of such action; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense.
9. LIMITATION OF LIABILITY
9.1 Waiver of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OF ANY KIND, OR ANY LOST PROFITS OR LOST SAVINGS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
9.2 Limitation of Monetary Damages. EXCEPT FOR DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND ANY ORDER SHALL BE LIMITED TO THE TOTAL FEES RECEIVED BY GREEN RADAR FOR THE RELEVANT ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENT(S) GIVING RISE TO SUCH LIABILITY.
9.3 Applicability. THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.
10. PERSONAL DATA AND PRIVACY
10.1 Scope. This Section 10 applies to all personal data (as defined under applicable laws) processed by the Products on behalf of Customer or otherwise provided by Customer to Green Radar in connection with this Agreement (“Personal Data”). For purposes of this Agreement, Green Radar is a “processor” that processes certain Personal Data on behalf of Customer, who is the “controller.” Under European Union (EU) privacy legislation, the term “controller” is defined as the natural or legal person, public authority, agency or any other body which alone or jointly with others determines the purposes and means of the processing of personal data, and the term “processor” is defined as a natural or legal person, public authority, agency or any other body which processes personal data on behalf of the controller.
10.2 Customer Responsibilities. Customer’s instructions to Green Radar for the processing of Personal Data shall comply with all applicable data protection laws. Customer will have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer shall ensure that it is entitled to transfer the Personal Data to Green Radar so that Green Radar may lawfully use, process and transfer the Personal Data in accordance with this Agreement on Customer’s behalf.
11. GENERAL PROVISIONS
11.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
11.2 Notices. All notices required to be sent hereunder shall be in writing, addressed to receiving party’s current business contact, and sent to the party’s address as listed in the Order, or as updated by either party by written notice. Notices shall be effective upon receipt and shall be deemed to be received.
11.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
11.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld), except that either party may assign this Agreement in its entirety, without the consent of the other party, to: (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.6 Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
11.7 Force Majeure. Neither party shall be liable for delay or non-performance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is due to a Force Majeure Event. The party affected shall be relieved from its obligations (or part thereof) for the time that the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.
11.8 Entire Agreement. This Agreement, including the Product Sheets, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. No terms or conditions set forth on any purchase order, preprinted form or other document shall add to or vary the terms and conditions of this Agreement, and all such terms or conditions shall be null and void.
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