Spot Metrix, Inc.
3DAR SDK Agreement
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SOFTWARE. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SPOT METRIX. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS, CLICK THE “AGREE” BUTTON OR CHECK THE BOX DISPLAYED AT THE END OF THIS AGREEMENT IF YOU ARE READING THIS ON AN SPOT METRIX WEBSITE. BY CLICKING “AGREE”, CHECKING THE BOX OR BY DOWNLOADING, USING OR COPYING ANY PART OF THIS SDK, YOU ARE AGREEING ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY TO THE TERMS AND CONDITIONS STATED BELOW.
IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU CANNOT USE THIS SDK. DO NOT DOWNLOAD OR USE THIS SDK IN THAT CASE.
1. Definitions
Whenever capitalized in this Agreement:
“Agreement” means this Spot Metrix 3DAR SDK Agreement.
“Spot Metrix” means Spot Metrix, Inc., an Oregon corporation with its principal place of business at 412 NW Couch Street, Suite 401, Portland, Oregon 97209.
“Application” means one or more software programs developed by You in compliance with the Documentation and the Program Requirements, under Your own trademark or brand including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs.
“Authorized Users” means Your employees and contractors or, if You are an educational institution, Your faculty and staff who (a) each have an active and valid Registered 3DAR Developer account with Spot Metrix, (b) have a demonstrable need to know or use the SDK in order to develop and test Applications, and (c ) to the extent such individuals will have access to Spot Metrix Confidential Information, each have written and binding agreements with You to protect the unauthorized use and disclosure of such Spot Metrix and third party confidential information.
“Documentation” means any technical or other specifications or documentation that Spot Metrix may make available or provide to You relating to or for use in connection with the SDK.
“SDK” (Software Development Kit) means the Documentation, software (source code and object code), applications, sample code, simulator, tools, libraries, APIs, data, files, and materials provided or made available by Spot Metrix for use by You in connection with Your Application development, and includes any Updates that may be provided or made available by Spot Metrix.
“Term” means the period described in Section 7.
“Updates” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the SDK, or to any part of the SDK.
“You” or “Your” means the person(s) or entity using the SDK or otherwise exercising rights under this Agreement. If You are entering into this Agreement on behalf of Your company or educational institution, “You” or “Your” refers to your company or educational institution as well.
2. SDK Internal Use License and Restrictions
2.1 Confidential Nature of Pre-Release SDK
From time to time during the Term, Spot Metrix may provide You with pre-release versions of the SDK that constitute Spot Metrix Confidential Information and are subject to the confidentiality obligations of this Agreement. Such pre-release versions of the SDK should not be relied upon to perform in the same manner as a final-release commercial-grade product, nor should they be used with data that is not sufficiently and regularly backed up. Distribution of Applications created with the SDK is not permitted absent a separate agreement with Spot Metrix.
2.2 Permitted Uses and Restrictions
Subject to the terms and conditions of this Agreement, Spot Metrix hereby grants You during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:
(a) Install a reasonable number of copies of the SDK on computers owned or controlled by You, to be used internally by You or Your Authorized Users for the sole purpose of developing or testing Applications; and
(b) Make and distribute a reasonable number of copies of the Documentation to Authorized Users for their internal use only and for the sole purpose of developing or testing Applications.
You understand that Applications developed using these SDK materials must be signed with an Spot Metrix issued certificate before they can be tested on the iPhone or iPod touch, pursuant to a separate 3DAR Developer Program License Agreement. Spot Metrix shall not be responsible for any costs, expenses or other liabilities You may incur as a result of Your Application development or use of this SDK.
2.3 Copies
You agree to retain and reproduce in full the Spot Metrix copyright, disclaimers and other proprietary notices (as they appear in the SDK and Documentation provided) in all copies of the SDK and Documentation that you are permitted to make under this Agreement.
2.4 Ownership
Spot Metrix retains all rights, title, and interest in and to the SDK and any Updates it may make available to You under this Agreement. You agree to cooperate with Spot Metrix to maintain Spot Metrix’s ownership of the SDK, and You agree to promptly provide notice of any claims relating to the SDK. The parties acknowledge and agree that Spot Metrix shall not acquire any ownership interest in or to any of Your Applications.
2.5 No Other Permitted Uses
You agree not to rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense the SDK, in whole or in part, or to enable others to do so. You may not use the SDK for any purpose not expressly permitted by this Agreement. You may not and You agree not to, or to enable others to, copy (except as expressly permitted under this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the SDK or any services provided by the SDK, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components or sample code included with the SDK). If You breach any of the foregoing restrictions, You may be subject to prosecution and damages. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by Spot Metrix, by implication, estoppel, or otherwise. This Agreement does not grant You any rights to use any trademarks, logos or service marks belonging to Spot Metrix, including but not limited to the 3DAR word marks.
2.6 Updates; No Support or Maintenance
Spot Metrix may extend, enhance, or otherwise modify the SDK at any time without notice, but Spot Metrix shall not be obligated to provide You with any Updates to the SDK. If Updates are made available by Spot Metrix, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. Spot Metrix is not obligated to provide any maintenance, technical or other support for the SDK. You acknowledge that Spot Metrix has no express or implied obligation to announce or make available any Updates of the SDK to anyone in the future. Should an Update be made available, it may have APIs, features, services or functionality that are different from those found in the SDK licensed hereunder.
3. Your Obligations
3.1 General
You certify to Spot Metrix and agree that:
(a) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age in many countries) and have the right and authority to enter into this Agreement on Your own behalf, or if You are entering into this Agreement on behalf of Your company, organization or educational institution, that You have the right and authority to legally bind Your company, organization or educational institution to the terms and obligations of this Agreement;
(b) All information provided to Spot Metrix by You will be current, true, accurate and complete;
(c ) You will comply with the terms of and fulfill Your obligations under this Agreement and You agree to monitor and be responsible for Your Authorized Users’ use of the SDK and their compliance with the terms of this Agreement; and
(d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You and Authorized Users in connection with the SDK, Your Applications and Your related development efforts.
3.2 Use of the SDK
As a condition to using the SDK, You agree that:
(a) You will only use the SDK for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations;
(b) You will not use the SDK for any unlawful or illegal activity, nor to develop any Application which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act;
© Your Application will be developed in compliance with the Documentation and the Program Requirements, the current set of which is set forth in Section 3.3 below; and,
(d) To the best of Your knowledge and belief, Your Application does not and will not violate, misappropriate, or infringe any copyright, patent, trademark, trade secret, rights of privacy and publicity, or other proprietary or legal right of any third party or of Spot Metrix.
3.3 Program Requirements for Applications
Any Application developed using this SDK must comply with these criteria and requirements, as they may be modified by Spot Metrix from time to time:
APIs and Functionality:
3.3.1 Applications may only use Published APIs in the manner prescribed by Spot Metrix and must not use or call any unpublished or private APIs.
3.3.2 For Applications that use location-based APIs, such Applications may not be designed or marketed for real time route guidance; automatic or autonomous control of vehicles, aircraft, or other mechanical devices; dispatch or fleet management; or emergency or life-saving purposes.
3.3.3 Applications must not disable, override or otherwise interfere with the Spot Metrix logo displayed on the screen when 3DAR functions are active.
4. Changes to Program Requirements or Terms
Spot Metrix may change the Program Requirements or the terms of this Agreement at any time. In order to continue using the SDK, You must accept and agree to the new Program Requirements and/or new terms of this Agreement. If You do not agree to new Program Requirements or new terms, Your use of the SDK will be suspended or terminated by Spot Metrix. You agree that Your acceptance of such new Agreement terms or Program Requirements may be signified electronically, including without limitation, by Your checking a box or clicking on an “agree” or similar button.
5. Confidentiality
5.1 Information Deemed Spot Metrix Confidential
You agree that all pre-release versions of the SDK (including pre-release Documentation) will be deemed “Spot Metrix Confidential Information”. Notwithstanding the foregoing, Spot Metrix Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of Yours, (ii) information that is generally made available to the public by Spot Metrix, (iii) information that is independently developed by You without the use of any Spot Metrix Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to You without limitation.
5.2 Obligations Regarding Spot Metrix Confidential Information
You agree to protect Spot Metrix Confidential Information using at least the same degree of care that You use to protect Your own confidential information of similar importance, but no less than a reasonable degree of care. You agree to use Spot Metrix Confidential Information solely for the purpose of exercising Your rights and performing Your obligations under this Agreement and
agree not to use Spot Metrix Confidential Information for any other purpose, for Your own or any third party’s benefit, without Spot Metrix’s prior written consent. You further agree not to disclose or disseminate Spot Metrix Confidential Information to anyone other than: (i) those of Your employees and contractors, or those of Your faculty and staff if You are an educational institution, who have a need to know and who are bound by a written agreement that prohibits unauthorized use or disclosure of the Spot Metrix Confidential Information; or (ii) except as otherwise agreed or permitted in writing by Spot Metrix. You may disclose Spot Metrix Confidential Information to the extent required by law, provided that You take reasonable steps to notify Spot Metrix of such requirement before disclosing the Spot Metrix Confidential Information and to obtain protective treatment of the Spot Metrix Confidential Information. You acknowledge that damages for improper disclosure of Spot Metrix Confidential Information may be irreparable; therefore, Spot Metrix is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.
5.3 Information Submitted to Spot Metrix Not Deemed Confidential
Spot Metrix works with many application and software developers and some of their products may be similar to or compete with Your Applications. Spot Metrix may also be developing its own similar or competing applications and products or may decide to do so in the future. To avoid potential misunderstandings, Spot Metrix cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement, including information about Your Application (such disclosures will be referred to as “Licensee Disclosures”). You agree that any such Licensee Disclosures will be non-confidential. Spot Metrix will be free to use and disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating You. You release Spot Metrix from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Licensee Disclosures. Any physical materials You submit to Spot Metrix will become Spot Metrix property and Spot Metrix will have no obligation to return those materials to You or to certify their destruction.
5.4 Press Releases and Other Publicity
You may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions, or the relationship of the parties without Spot Metrix’s express prior written approval, which may be withheld at Spot Metrix’s discretion.
6. Indemnification
To the extent permitted by law, You agree to indemnify, defend and hold harmless Spot Metrix, its directors, officers, employees, independent contractors and agents (each an “Spot Metrix Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys fees and court costs) (collectively “Losses”) incurred by an Spot Metrix Indemnified Party as a result of Your breach of this Agreement, a breach of any certification, covenant, representation or warranty made by You in this Agreement, any claims that Your Applications violate or infringe any third party intellectual property or proprietary rights, or otherwise related to or arising from Your use of the SDK, Your Application(s) or Your development of Applications.
You acknowledge that the SDK is not intended for use in the development of Applications in which errors or inaccuracies in the content, data or information provided by the Application or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage, and, to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Spot Metrix Indemnified Party from any Losses incurred by such Spot Metrix Indemnified Party by reason of any such use.
In no event may You enter into any settlement or like agreement with a third party that affects Spot Metrix’s rights or binds Spot Metrix in any way, without the prior written consent of Spot Metrix.
7. Term and Termination
7.1 Term. The term of this Agreement shall commence upon Your installation or use of this SDK and will terminate automatically without notice from Spot Metrix upon the first to occur of: (a) Your installation or use of a subsequent version of the SDK released by Spot Metrix; or (b) termination as set forth in Section 7.2 below.
7.2 Termination. This Agreement and all rights granted by Spot Metrix hereunder will automatically terminate without notice from Spot Metrix if You or any of Your Authorized Users fail to comply with any term(s) of this Agreement. Spot Metrix may also terminate this Agreement, or suspend Your rights to use the SDK, if You fail to accept any new Program Requirements or Agreement terms as described in Section 4. Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate.
7.3 Effect of Termination
Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the SDK and erase and destroy all copies, full or partial, of the SDK and all copies of Spot Metrix Confidential Information in Your and Your Authorized Users’ possession or control. At Spot Metrix’s request, You agree to provide written certification of such destruction to Spot Metrix. The provisions of Sections 1, 2.4, 2.5, 3.1(d), 3.2 (d), 3.2(e), 5, 6, 7, 8, 9 and 10 will survive any termination of this Agreement. Spot Metrix will not be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy Spot Metrix may have, now or in the
future.
8. NO WARRANTY
The SDK may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. Spot Metrix may, through the Spot Metrix Software, provide or make available services (collectively the “Services”). Spot Metrix and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Spot Metrix be liable for the removal of or disabling of access to any such Services. Spot Metrix may also impose limits on the use of or access to certain Services, in any case and without notice or liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SDK AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SDK AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SPOT METRIX AND SPOT METRIX’S LICENSORS (COLLECTIVELY REFERRED TO AS “SPOT METRIX”FOR THE PURPOSES OF SECTIONS 8 AND 9) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SDK AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPOT METRIX DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SDK, THAT THE SDK OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SDK OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SDK OR SERVICES WILL BE CORRECTED, OR THAT THE SDK OR SERVICES WILL BE COMPATIBLE WITH FUTURE SPOT METRIX PRODUCTS OR SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPOT METRIX OR AN SPOT METRIX AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SHOULD THE SDK OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Spot Metrix nor any of its licensors guarantees the availability, accuracy, completeness, reliability, or timeliness of location data or any other data displayed by any Services.
9. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL SPOT METRIX BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE SDK OR SERVICES, OR YOUR DEVELOPMENT EFFORTS, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF SPOT METRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL SPOT METRIX’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).
10. General Legal Terms
10.1 Third Party Notices. Portions of the SDK utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the SDK, and Your use of such material is governed by their respective terms.
10.2 Consent to Collection and Use of Non-Personal Data. You agree that Spot Metrix and its subsidiaries may collect and use technical and related information, including but not limited to information about Your Applications, computer, system software, other software and peripherals, that is gathered periodically to facilitate the provision of software updates and other services to You (if any) related to the SDK, and to verify compliance with the terms of this Agreement. Spot Metrix may use this information, as long as it is in a form that does not personally identify You, to improve the SDK, our products or to provide services or technologies to You and our customers.
10.3 Assignment. This Agreement may not be assigned, nor may any of Your obligations under this Agreement be delegated, in whole or in part, by You by operation of law, merger, or any other means without Spot Metrix’s express prior written consent and any attempted assignment without such consent will be null and void.
10.4 Relationship of Parties. This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between You and Spot Metrix, and You will not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.
10.5 Independent Development. Nothing in this Agreement will impair Spot Metrix’s right to develop, acquire, license, market, promote, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, Your Applications or any other products or technologies that You may develop, produce, market, or distribute.
10.6 Notices. Any notices relating to this Agreement shall be in writing. Notices will be deemed given by Spot Metrix when sent to You at the email address You provided as part of Your Registered iPhone Developer sign-up process. Notices to Spot Metrix will be deemed given (a) when delivered personally, (b) three business days after having been sent by commercial overnight carrier with written proof of delivery, and (c ) five business days after having been sent by first class or certified mail, postage prepaid, to this Spot Metrix address: 3DAR Licensing, Spot Metrix Inc., 412 NW Couch Street, Suite 401, Portland, OR, 97209 USA. You consent to receive notices by email and agree that any such notices that Spot Metrix sends You electronically will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other written notice as described above.
10.7 Severability. If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue if full force and effect. However, if applicable law prohibits or restricts You from fully and specifically complying with the Sections of this Agreement entitled “SDK Internal Use License and Restrictions” or “Your Obligations” or prevents the enforceability of either of those Sections, this Agreement will immediately terminate and You must immediately discontinue any use of the SDK as described in the Section entitled “Term and Termination.”
10.8 Waiver and Construction. Failure by Spot Metrix to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.
10.9 Export Control. You may not use, export, re-export, import, sell or transfer the SDK except as authorized by United States law, the laws of the jurisdiction in which You obtained the SDK, and any other applicable laws and regulations. In particular, but without limitation, the SDK may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the SDK, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the SDK for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
10.10 Government End Users. The SDK and Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
10.11 Dispute Resolution; Governing Law. Any litigation or other dispute resolution between You and Spot Metrix arising out of or relating to this Agreement, the SDK, or Your relationship with Spot Metrix will take place in Portland, Oregon, and You and Spot Metrix hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Oregon, except that body of Oregon law concerning conflicts of law. Notwithstanding the foregoing sentence, if You (as an entity entering into this Agreement) are a U.S. public and accredited educational institution, then this Agreement will be governed and construed in accordance with the laws of the state (within the U.S.) in which Your educational institution is domiciled, except that body of state law concerning conflicts of law. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10.12 Entire Agreement; Governing Language. This Agreement constitutes the entire agreement between the parties with respect to the use of the SDK licensed hereunder and supersedes all prior understandings regarding such subject matter. This Agreement may be modified only: (a) by a written amendment signed by both parties, or (b) to the extent expressly permitted by this Agreement (for example, by Spot Metrix by written or email notice to You). Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern.
If You are located in the province of Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.