These Services and Subscription Terms (the “Terms”) govern Customer’s access to and use of (a) https://dashboard.taranis.ag (together with its sub-domains, content and services, the “Site”); (b) the Taranis program that is described in the Service Description (including any utility, application, mobile application, program interface or tools related thereto) (the “Program”), on a Software-as-a-Service basis (collectively, the “Service”). These Terms are between the customer listed in the Order Form (“Customer”), and the Taranis entity listed in the Order Form (“Taranis”) (each, a “Party”, and together, the “Parties”).
Please read these Terms carefully since they set out the legal rights and obligations between Customer and Taranis. To the extent Customer purchases one of Taranis’s paid subscription plans (each, a “Subscription”), these Terms form an integral part of the accompanying Taranis Order Form (“Order Form”). All capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Order Form. An Order Form, which incorporates these Terms, shall be deemed the “Agreement“.
By accessing or using the Service, Customer acknowledges that it has reviewed, and agrees to be bound by this Agreement. Furthermore, if Customer is acting on behalf of an entity, Customer represents that it is authorized to act on behalf of, and bind to this Agreement, such entity. If Customer does not agree to this Agreement, it may not access or use any part of the Service.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Subscription
1.1 Program. Subject to the terms and conditions of this Agreement, Taranis hereby grants Customer a non-exclusive, non-transferable right to access and use the Program, during the Term (as defined below), solely for Customer’s internal business purposes, subject to Customer’s compliance with any and all of the terms and conditions set forth in this Agreement.
1.2 Documentation. Taranis may make available certain Documentation to Customer to be used by Customer for its internal business purposes and solely in connection with Customer’s use of the Program during the Term. The Documentation shall be considered part of Taranis’ Confidential Information (as defined below). Unless context otherwise requires, the term “Program” shall include the Documentation. “Documentation” means Taranis’ standard user documentation, whether in hard copy, or in any electronic form or other media (generally made available by Taranis to its Program customers), describing the use, features and operation of the Program.
1.3 Support. Taranis shall use commercially reasonable efforts to support, maintain and update the Program during the Term.
Services
2.1 Provision of Services. In consideration for Customer’s compliance with the terms herein, Taranis shall provide Customer with the Services listed in the Service Description and in the Order Form.
2.2 Customer Cooperation. Customer hereby agrees to cooperate with Taranis to enable the provision of the Services, and comply with instructions provided by Taranis to Customer in connection with Taranis’ provision of Services hereunder; and acknowledges that the provision of certain Services by Taranis may be dependent on Customer providing the foregoing cooperation. Taranis shall use commercially reasonable efforts to meet the timescales set out in the SLA (if any) or in the Order Form.
Use of Customer Account. A Customer account will be created in connection with Customer’s use of the Program (the “Account”), to be accessed and/or used solely by employees, agents and independent contractors of the Customer who are explicitly authorized by Customer to use the Program and for whom subscriptions to a Program have been purchased (each a “Permitted User”). Customer acknowledges and agrees: (i) to keep, and ensure that Permitted Users keep all Account login details and passwords secure at all times; and (ii) to promptly notify Taranis in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account or the Program. Customer shall ensure that the Permitted Users comply with the terms of this Agreement and shall be solely responsible for any breach of this Agreement by a Permitted User.
Restrictions on Use. Customer shall only access the Program via the Taranis designated web portal or API and in connection with Customer’s Account. Customer must not, and shall not allow any Permitted User or any other third party to: (i) circumvent, disable or otherwise interfere with security-related features of the Program or features that enforce limitations on use of the Program; (ii) violate or abuse password protections governing access to the Program; (iii) allow any third party to use the Program except as permitted herein; (iv) sell, rent, lease, license or timeshare the Program or use it in any service bureau arrangement; (v) copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the Program or any components thereof; (vi) use the Program to develop a competing service or product; (vii) use any automated means to access the Program; (viii) interfere or attempt to interfere with the integrity or proper working of the Program; (ix) access, store, distribute, or transmit during the course of its use of the Services any Malicious Code or unlawful, threatening, obscene or infringing material; (x) use the Program and/or the Services in a manner that would violate applicable data privacy laws or for any other unlawful purpose; and/or (xi) use the Program in any other unlawful manner or in breach of this Agreement. For the purposes of this Agreement, “Malicious Code” means software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system. Customer’s breach of Sections 3-4 shall be deemed a material breach of this Agreement.
Customer Representations. Customer represents and warrants that (i) Customer has the right and has obtained all rights required under any applicable laws (including but not limited to privacy laws) to provide Taranis the licenses granted in this Agreement, including the rights to use Customer Data and Information (each as defined below) in accordance with its terms and to enable Taranis to provide the Services (including with respect to conducting flights over properties owned by a third party); and (ii) Customer will use the Program and Services in compliance with any applicable laws, including without limitation privacy protection laws.
Rights and Title
6.1 Program. The Program is licensed and not sold to Customer. All Intellectual Property Rights and all other rights, title and interest of any nature in and to the Program, and any related content, Documentation and Services provided or made available by Taranis hereunder, including all modifications, upgrades, customizations and derivative works (whether or not permitted under this Agreement) thereof, are and shall remain the exclusive property of Taranis and its licensors. Taranis and its licensors reserve any and all rights not expressly granted in this Agreement. For the purposes of the Agreement, “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; and (vi) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
6.2 Feedback. If Taranis receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Program and/or the Services (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Taranis and that such shall be considered Taranis’ Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Taranis without consideration, all Intellectual Property Rights in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Taranis at its sole discretion, and that Taranis in no way shall be obliged to make use of any kind of the Feedback or part thereof.
6.3 Customer Data. While using the Program, Customer agrees to share, provide, upload, import, transmit, post, or make accessible to Taranis certain customer data or software and any data which it shares with or makes available to its third party software solution providers (the “Customer Data”). Customer hereby grants Taranis a non-exclusive license to use, process, display, copy and store the Customer Data in order to provide the Program to Customer or provide the Services or related services hereunder. Customer further grants Taranis with full access to use Customer Data for internal purposes of Taranis (including use of data for future product developments etc.).
6.4 Information and Reports. Taranis and/or its licensors shall own all the Intellectual Property Rights and all other rights, title and interest of any nature in and to Reports, Output (each as defined below) and any other information, data and pictures that are collected or derived from the Services, flying-over Customer’s fields and any analysis of such information including all footage and images (including all derivatives, modification and/or enhancements thereto) (collectively the “Information“). Taranis hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, non-assignable right to view the Information solely for its internal business purposes and solely on the Program. Notwithstanding the foregoing, Customer may download and store reports obtained via the Program (“Reports“).
6.5 Anonymous Information. “Anonymous Information” means non-identifiable information regarding use of the Program and/or Services and any aggregated and analytics information derived from the Customer Data and/or Information, but which does not enable identification of Customer or any individuals. Taranis owns all Anonymous Information collected or obtained by Taranis. Notwithstanding any other provision of this Agreement, Taranis may collect, use and publish Anonymous Information, in any way whatsoever and for any purpose, including for commercial purposes and/or disclosure to third parties and to provide, improve and publicize Taranis’ programs and services, even upon the termination of this agreement.
Web Browser requirements. Customer acknowledges that the Program requires a web browser version that supports HTML5, and CSS3. Customer is solely responsible for upgrading to the then-current minimum web browser requirements, as notified by Taranis from time to time either displaying the then-current web browser requirements on the website www.taranis.ag, or otherwise notified by Taranis of the same.
Consideration
8.1 Subscription Fee. Customer’s access to and use of the Program, with respect to the limited purpose of this Agreement only, is subject to the Subscription Fee as set out in the Order Form.
8.2 Services Fee. The provision of any Services hereunder with respect to the limited purpose of this Agreement only, is subject to the Services Fee as set out in the Order Form.
8.3 Price List. Without derogating from any agreed prices set out in the Order Form, all pricing is subject to change in Taranis’ sole discretion, and Taranis shall provide Customer with an updated written pricing schedule which shall amend and replace the terms described in the Order Form, as applicable, at least sixty (60) days prior to the effective date of any price schedule. If Customer determines, in its sole discretion, not to accept such pricing schedule changes, Customer may terminate this Agreement by giving written notice thereof to Taranis not later than (30) days after receiving the notification.
8.4 Payment Terms. Unless otherwise expressly stated therein, all payments as set out in the Order Form are quoted and shall be paid in United States Dollars. Payments shall be made without any right of set-off or deduction and are irrevocable and (except as expressly set forth herein) nonrefundable. All Taranis invoices are payable as set forth in the Order Form. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.
8.5 Taxes. All fees payable to Taranis are exclusive of applicable taxes (including without limitation VAT), withholdings or duties, and the fees set forth in the Order Form are the net amounts which Taranis shall be paid by Customer hereunder. All taxes, withholdings and duties of any kind payable with respect to Customer’s subscription to the Program or the purchase of Services arising out of or in connection with this Agreement, other than taxes based on Taranis’ net income, shall be borne and paid by Customer.
Term and Termination
9.1 Term. This Agreement shall become effective on the date of signature of the Order Form, and shall continue until the Subscription End Date as set forth in the Order Form (the “Initial Term”), Following the Initial Term, these Terms shall renew automatically for successive periods of twelve (12) months (each a “Renewal Term”, and together with the Initial Term, the “Term”) unless: (i) Taranis or Customer provides the other with 60 days written notice prior to the end of any term of its intent not to renew, or (ii) the right to use and access the Service is terminated in accordance with the terms herein.
9.2 Termination
9.2.1 Material Breach. Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) thirty (30) days after having received written notice thereof.
9.2.2 Distress Event. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate this Agreement.
9.3 Suspension. If (i) any invoice remains unpaid for forty-five (45) or more days from the date on which it was due, or (ii) Taranis believes that Customer is using the Program in a manner that may cause harm to Taranis or any third party, then Taranis may, without derogating from Taranis’ right to terminate this Agreement for any breach hereof, suspend Customer’s access to and use of the Program and/or the
Services until payment has been made and/or until such time as Taranis believes the threat of harm, or actual harm, has passed.
9.4 Effect of Termination
9.4.1 General. Upon termination of this Agreement, Customer shall immediately discontinue all access and use of the Program and shall promptly, but in any event within three (3) days, permanently delete all copies of the Documentation in Customer’s or any of its representatives’ possession or control.
9.4.2 Customer Data, Information and Reports. Upon termination of this Agreement, Customer will lose all access to any Customer Data and Information that Taranis may be storing in order to make the Program available to Customer. Notwithstanding the foregoing, for a period of thirty (30) days from the effective date of termination of this Agreement, Taranis will provide Customer, upon Customer’s written request, with a reasonable opportunity to download the Reports still retained by Taranis at such time. Taranis reserves the right to permanently delete any Reports that may be contained in Customer’s Account at any time following said thirty (30) day period, and Customer agrees to waive any legal or equitable rights or remedies it may have against Taranis with respect to Reports that are deleted in connection thereto.
9.4.3 Survival. This Section 9 and Sections 4 (Restrictions on Use), 6 (Rights and Title), 8 (Consideration), 11 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidential Information), and 17 (Miscellaneous) shall survive termination of this Agreement.
Resale.
10.1 Right to Resell. Taranis also grants Customer a non-exclusive, non-transferable right to resell the Services and the right to use the Program, during the Term, to Customer’s customers (“End-Users”) for such End-Users’ internal business purposes, subject to Customer ensuring such End-Users’ compliance with any and all of the terms and conditions set forth in this Agreement.
10.2 Taranis Marks. Taranis hereby grants to Customer the non-exclusive, limited right to use the Taranis Marks solely in connection with performing its obligations under this Agreement. “Taranis Marks” means “Taranis” and such other trademarks and tradenames as Taranis from time to time may use for its sole benefit and for its account to market and sell the Program and Services, and any related design work (e.g., logos, artwork, photographs, designs, sketches and related writings). Customer acknowledges and agrees:
10.2.1 Not to take any action inconsistent with Taranis’s ownership of or rights to the Taranis Marks, and not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Taranis Marks or in such a way as to create combination marks with the Taranis Marks.
10.2.2 Customer’s use of the Taranis Marks is subject to the control and approval of Taranis in every respect, and any unauthorized use shall constitute an infringement of Taranis’s rights.
10.2.3 Unless otherwise permitted in writing, Customer agrees to state in appropriate places on all materials using the Taranis Marks that such are trademarks of Taranis (or its licensors) and to include the symbol TM or ® as appropriate. Upon request, Customer will modify or discontinue any use of the Taranis Marks if Taranis determines that such use does not comply with its then-current trademark usage policies and guidelines.
10.2.4 The Taranis Marks, the Program, the Services and all intellectual property rights therein and all associated goodwill (collectively, the “Taranis Property”), are and shall remain the exclusive property of Taranis.
10.2.5 Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant to Customer or its sublicensees any right, title, or interest in or to any such Taranis Property other than as specified in the express, limited license grant set forth herein.
10.2.6 Customer’s use of all Taranis Property shall inure solely to the benefit of Taranis. Customer shall not contest the validity of, or by act or omission jeopardize, or take any action inconsistent with, the rights or goodwill of Taranis in the Taranis Property.
Warranty Disclaimer
11.1 CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN: (I) THE PROGRAM, REPORTS, OUTPUTS (DEFINED BELOW), AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES WHATSOEVER CONCERNING THE INSTALLATION, USE OR PERFORMANCE OF THE PROGRAM; AND (II) ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, NON-INTERFERENCE, ACCURACY, RELIABILITY AND QUALITY OF THE PROGRAM ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND CUSTOMER HEREBY EXPRESSLY WAIVES ALL SUCH WARRANTIES. TARANIS WILL NOT BE LIABLE OR RESPONSIBLE FOR: (a) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (b) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR DATA SERVICE PROVIDER.
11.2 TARANIS DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, SATELLITE IMAGES OR RESULTS THAT CUSTOMER OBTAINS THROUGH USE OF THE PROGRAM (COLLECTIVELY, “OUTPUT”), OR THAT THE OUTPUT IS COMPLETE OR ERROR-FREE. THE OUTPUT DOES NOT CONSTITUTE LEGAL OR SCIENTIFIC ADVICE, AND CUSTOMER UNDERSTANDS IT MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT LEGAL OR SCIENTIFIC ADVICE REGARDING THE SUBJECT MATTER OF ANY OUOTPUT AND/OR ANY SOFTWARE THAT CUSTOMER USES OR IS CONSIDERING TO USE. CUSTOMER’S USE OF AND RELIANCE UPON THE PROGRAM AND ANY OUTPUT IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND TARANIS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING.
Limitation of Liability. TARANIS FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL AND/OR CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) DAMAGES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA AND/OR LOSS OF USE OR OTHER SIMILAR DAMAGES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF TARANIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING THE ABOVE, IF TARANIS IS FOUND TO BE LIABLE BY A FINAL JUDICIAL RULING, TARANIS’ LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY IS LIMITED TO THE CONSIDERATION CUSTOMER ACTUALLY PAID TO TARANIS HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE APPLICABLE CLAIM.
Indemnification.
13.1 By Taranis. Taranis hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that Customer’s use of the Program within the scope of this Agreement infringes any copyright or trade secret of a third party. Taranis shall have no obligations or liability hereunder to the extent that the alleged infringement is based on the Customer Data. Without derogating from the foregoing defense and indemnification obligation, if Taranis believes that the Program, or any part thereof, may infringe, then Taranis may in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Program; (ii) replace or modify the allegedly infringing part of the Program so that it becomes non-infringing while giving substantially equivalent performance; (iii) require that use of the (allegedly) infringing Program (or any part thereof) shall cease, and in such event Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the applicable subscription period; or (iv) terminate this Agreement immediately, and in such event Customer shall receive a prorated refund of any Subscription Fees and Services Fees paid for the unused portion of the applicable subscription period. This Section 13.1 states Taranis’ entire liability and Customer’s exclusive remedy for any claims of infringement.
13.2 By Customer. Customer hereby agrees to defend and indemnify Taranis against any damages awarded against Taranis by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that use of the Customer Data within the scope of this Agreement infringes any intellectual property rights of a third party, privacy right of a third party (including the Customer’s data subjects (including but not limited to its employees) or any applicable law.
13.3 General. The defense and indemnification obligations of the indemnifying party under this section are subject to: (i) the indemnifying party being given prompt written notice of the claim; (ii) the indemnifying party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified party providing cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of or response to such claim; except if there is any conflict of interest between the parties or the indemnifying party has failed to defend such claims, in such event the indemnified party shall have the right to appoint their own legal counsel, at the indemnifying party’s expense.
Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. The terms of this Agreement are deemed Taranis’ Confidential Information, however, Customer may disclose the terms herein to its advisers, subject to a confidentiality undertaking similar to the above.
Reference Customer. Taranis may use Customer’s name and logo on its website and in its promotional materials to state that Customer is a customer of Taranis and Program user, but will not imply that the parties are affiliated. Customer agrees to serve as a reference customer of Taranis and shall cooperate with Taranis’ reasonable marketing and referencing requests, including providing testimonials and interviews upon request. Promptly following signature of this Agreement, the Parties will work together in good faith to agree the text of a joint press release regarding this Agreement.
Distribution Agreement. The Parties may enter a Distribution Agreement pursuant to which the Customer shall act as a non-exclusive distributor of Taranis, all in accordance with the terms agreed upon by the Parties. For the avoidance of doubt, such Distribution Agreement shall be independent of this Agreement.
Sub-mm imagery acquisition. Customer represents that he has obtained permission for Taranis to collect imagery over the property from the property owner and shall supply a copy of that permission for Taranis field operator whether Taranis employee or 3rd party contractor UAV\MAV operator.
General liability and property damage insurance. Taranis shall obligate by contract that any third party operators of aircraft which are used for the provision Services shall procure and maintain one or more policies of commercial general liability insurance and property damage insurance in amounts and with specific coverages as are standard in the industry in which Taranis operates, as determined by Taranis in good faith, including, but not limited to, aircraft liability with limits of $1,000,000 for bodily injury and property damage. In case of Self Operation by the Customer, as described in the Taranis Service Description, the Customer will be responsible to secure general liability and property damage insurance policies that meet or exceed the above minimum insurance requirements, at the Customer’s own expense.
Miscellaneous. Any Order Form entered into between the parties shall be deemed to incorporate these Services and Subscription Terms. This Agreement (including any Order Forms) shall constitute the full agreement between the Parties with respect to its subject matter and shall supersede any and all prior agreements and understandings relating thereto. Taranis reserves the right, at Taranis’ discretion, to modify these Terms at any time. Such modification(s) will be effective ten (10) days following posting of the modified Terms on the Taranis website, and Customer’s use of any part of the Program and/or Service thereafter means that Customer accepts those modifications. Taranis therefore encourages Customer to check the website regularly to see the most current Terms. This Agreement and any rights or obligations hereunder may not be transferred or assigned by Customer without the prior written consent of Taranis, but may be transferred or assigned by Taranis. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns, and the agreements and undertakings contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and permitted assigns. If any of the terms contained in this Agreement shall, for any reason, be held to be void or unenforceable, it shall not affect the validity or enforceability of any other term in this Agreement. The failure of either party to enforce at any time any of the provisions of this Agreement will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either Party to enforce each such provision thereafter. The Parties are independent contractors. Neither party may make, or undertake, any commitments or obligations on behalf of the other. This Agreement shall be governed by and construed under the laws of the State of Delaware, USA without reference to principles and laws relating to the conflict of laws. The competent court of the State of Delaware, shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding the foregoing, Taranis may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights. Notices to be given or submitted by either Party to the other pursuant to these Terms shall be in writing, by fax or mail and shall be sent to the address for each Party set forth on the Order Form, or at such other address as shall be given by either Party to the other in writing (including in the Order Form). Notice shall be considered effective on the earlier of actual receipt or: (a) the day following transmission if sent by a facsimile or an email followed by a written or electronic confirmation; (b) two (2) days after posting when sent via an express commercial courier; or (c) five (5) days after posting when sent via certified mail.
