DAVID CLARK MOBILE APP EULA

This David Clark Mobile App End User License Agreement (this “Agreement”) is between you, an employee of the account holder (“You”) for the voice over IP intercom communication solution comprising both hardware and software components offered by David Clark Company Incorporated (the “Solution”), and David Clark Company Incorporated, a Massachusetts corporation with offices located at 360 Franklin Street, Worcester MA 01615 (“DCCI”) and governs Your use of the mobile software application intended for use in conjunction with the Solution (the “App”) and the Solution.

By clicking “I agree,” logging into or accessing the App or the Solution, or leaving the App downloaded or installed on Your device, You agree to comply with and be legally bound by all the terms and conditions set forth in this Agreement. If You do not agree to comply with this Agreement, You must not click “I agree,” must not access or use the App or the Solution, and You should exit the App immediately and remove it from Your device. 

This Agreement requires that any disputes be arbitrated, rather than decided by jury trial. This Agreement also contains important disclaimers and limitations of DCCI’s liability. Please read this Agreement carefully.

  1. Overview. The Solution facilitates wireless communication. The App is exclusively for use with the Solution. You represent and warrant that You (a) are an employee of an organization with a license to use the Solution authorized to use the Solution on the organization’s behalf; (b) will only use the App for communicating with others authorized by Your employer to use the Solution; (c) have reached the age of majority and are competent to enter into this Agreement; (d) are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a terrorist supporting country and that You are not listed on any U.S. Government list of prohibited or restricted parties.
  2. License.
    • License to App. Subject to each and every term of this Agreement, DCCI hereby grants You a personal, limited, nonexclusive, nontransferable and nonsublicensable, revocable, license to download and use the App solely on a single mobile phone device owned by You (the “Device”), solely for internal business purposes of the licensee of the Solution, solely in the Territory (as defined below), and solely for the purpose of accessing and using the Solution as one of the number of authorized concurrent users identified by Your employer’s license in accordance with the terms and conditions of this EULA and the Solution license agreement agreed to by Your employer. You acknowledge that the App is licensed, not sold, to You. You shall comply with additional policies, rules, and restrictions communicated to you from time to time by DCCI.
    • Association with Solution. You acknowledge and agree that in order to access the Solution through the App, Your employer must have a license to use the Solution, have an account with DCCI, will need to obtain a license key and the audio gateway system, and will need to authorize You to use the App to access and use the Solution.
    • Device. It is Your responsibility to select and obtain a compatible Device and You agree that only the Device manufacturer and not DCCI or its licensors or suppliers will be responsible for any issues related to the Device and its compatibility with the Solution.
    • Territory. You may only download the App and access and use the Solution through the App if you are located in the United States.
    • Reservation of Rights. DCCI expressly reserves all rights not expressly granted in this Agreement and You acknowledge and agree that You receive no rights by implication, estoppel, or similar theories.
  3. Restrictions. Except as expressly permitted in Section 2, and subject to Section 5(b) with respect to Open Source Components (as defined below), You shall not and shall not allow others to engage in the following prohibited activities and shall comply with the following restrictions:
    • No copying. You shall not copy, reproduce, distribute, publish, transmit, publicly perform, import, publicly display, rent, lease, lend, sell, sublicense, assign, transfer, make available to third parties, edit, modify, change, adapt, or create derivative works from the App or Solution or use the App or Solution in any way except as expressly permitted in Section 2 You shall not use the App for the benefit of third parties and You may not use or commercialize the App to generate income or revenue for Yourself. You may not enable use of the App on a device other than the Device
    • No Derivative Works. You shall not modify, adapt, edit, improve, fix, amend, alter, enhance, translate, or create any derivative works based on the App or the Solution.
    • No Reverse Engineering. You shall not decompile, reverse engineer, disassemble, decode, adapt, attempt to derive or gain access to the source code of, or decrypt the App or the Solution. In jurisdictions where licensees have the right to do the foregoing and cannot waive that right, You may exercise the right only to the extent necessary to achieve interoperability with an independent program and only to the extent the information needed to achieve interoperability has not been made available by DCCI within a reasonable period of time upon request.
    • No Bots. You shall not use any robots, spiders, automated inquiry devices, or repetitive data gathering and extraction tools, routines, scripts, or mechanisms to access the App or the Solution.
    • No Malicious Code. You shall not input, upload, store, or transmit any virus, Trojan horse, worm, trapdoor, time bomb or other computer programming routine intended to damage, interfere with, intercept, or expropriate the App, the Solution, or any technology or that infringes or misappropriates the intellectual property rights of any third party (collectively, “Malicious Code”) .
    • Compliance with Laws. You shall comply with all applicable, international, national, state, and local laws, regulations, rules, and ordinances.
    • Intellectual Property and IP Notices. You shall not remove, alter, obscure, or otherwise interfere with any Intellectual Property (as defined below) notice affixed to, within, or associated with the App or the Solution, whether of DCCI or its suppliers or licensors. You shall not use any Intellectual Property belonging to DCCI or its suppliers or licensors to develop, design, create, license, or distribute any applications, accessories, or devices for use with the App or Solution or that compete with the App or Solution.
    • Limitation on Use. You shall not use the App or the Solution in any way or for any purpose except as expressly permitted in this Agreement and You shall not use the App or Solution in any way for which it was not designed or intended.
    • Device and Platform. You shall use the App only on the Device and shall not (and shall not allow) use of the App or access to Solution on any device that belongs to anyone other than You or your employer who has a license to use the Solution. You shall only use the App on a permitted mobile platform. Currently, the only permitted mobile platforms are Apple Inc.’s iOS platform and Google Inc.’s Android platform.
    • Network. You shall not make the App or the Solution available over a network, by means of timesharing, for public viewing, or in any commercial areas.
    • Benchmarking. You shall not conduct or disclose any benchmark tests of the App or the Solution.
    • No Competing. You shall not develop a competing or compatible App or Solution during the term of this Agreement. You shall not use the App or the Solution to develop or create any software application or service to replace or to be used in connection with the App or Solution or any other product or service offered by DCCI or its suppliers or licensors.
    • Not for High Risk. The App and the Solution are not intended for use in connection with any high-risk activity, including, without limitation, situations where malfunctions could result in personal injury (including death) or significant damage to or loss of property, whether in the fields of space travel, fire-fighting, police operations, military operations, rescue operations, hospital or medical operations, or otherwise. You shall not use or allow the use of the App or the Solution in connection with such high risk activities.
    • Technology Protection. You shall not attempt to avoid, overcome, tamper with, disable, circumvent, remove, disable, or work around any security features or technological measures used to protect the Intellectual Property or other rights of DCCI or its licensors or those of any third party. You shall not attempt to gain unauthorized access to parts of the App or Solution to which you have not been granted access. Without limiting the foregoing, You acknowledge and agree that the App and Solution will not work with more than the number of authorized concurrent Authorized Users, that the App and Solution may stop working if the Term of the license agreement expires without renewal, and that DCCI has the right to prevent the Solution from working if this Agreement is breached or if DCCI’s rights are violated. You agree that You must have and are solely responsible for having alternative solutions available in the event the Solution stops working.
    • Third Party Agreements. You must comply with applicable third party terms of agreement when using the App.
  4. Changes. DCCI and/or its licensors or suppliers may change, suspend, terminate, remove, restrict, disable, or otherwise modify access to or use of the App or the Solution or require return of the App at any time without notice and shall have no liability to You for the foregoing. DCCI may modify the App at any time for any reason in its sole discretion. DCCI may offer You updated, upgraded, or otherwise modified versions of the App in DCCI’s sole discretion. Unless such updated, upgraded, or otherwise modified versions of the App are delivered with different terms and conditions, such versions shall be considered the App and shall be subject to the terms and conditions of this Agreement. Without limiting the foregoing, DCCI may suspend or terminate your permission to access and use the App if a newer version is available, to discontinue unauthorized use of the App or the Solution, to comply with a third party request, or to comply with a court order. If DCCI sends any updates or termination of this Agreement through the App store from which You obtained the App, You acknowledge and agree that such updates or termination are binding on You.
  5. Intellectual Property.
    • DCCI’s Intellectual Property. The App (including without limitation its source code and object code) and the Solution, including without limitation all copyrights, patents, trade secrets, trademarks, and other intellectual property rights (collectively, “Intellectual Property”) arising out of or embodied by the App and the Solution belong exclusively to DCCI and/or its licensors or suppliers. Title to the App, the Solution, and the Intellectual Property rights arising out of the foregoing shall remain at all times exclusively with DCCI and/or its licensors or suppliers.
    • Open Source. You acknowledge and agree that portions of the App may contain or be derived from software made available pursuant to a third party software license and/or Open Source Components and your use of such portions are subject to and governed by the terms and conditions of such licenses. For purposes of this Section 5, “Open Source Components” shall mean any software component that is subject to any open source license agreement, including any software available under a license approved by the Open Source Initiative. The App includes Open Source Components licensed under various open source license agreements (each, an “Open Source License”), identification of the Open Source Components and links to copies of the Open Source Licenses that govern them can be found at https://connex.davidclark.com/open-source-license. Any use of the Open Source Components by You is governed by and subject to the terms and conditions of the applicable Open Source License. You shall not use the Open Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open Source License.
  6. Confidentiality.
    • Confidential Information. You acknowledge and agree that DCCI desires to protect certain commercially sensitive information from unauthorized access, disclosure, or use. “Confidential Information” includes, without limitation the source code and object code of the App and the Solution, personal information, ideas, concepts, plans, business methods or processes, systems, criteria, standards, trade secrets, know-how, inventions, data, information entrusted to DCCI by third parties, customer or supplier information, information that by its nature would reasonably be considered confidential, and information marked confidential.
    • Exclusions and Exemptions. Confidential Information shall not include information You can prove through written records that existed at the time of disclosure is: (a) information that is or becomes generally known to the public other than through breach of a duty of confidentiality to DCCI; or (b) information You had in Your possession at the time of disclosure that was not acquired from DCCI or a third party that owed a duty of confidentiality to DCCI. If a court order or similar legal obligation requires You to disclose Confidential Information, You must first give DCCI prompt written notice and the opportunity to seek a protective order or obtain other relief to preserve the confidentiality of the Confidential Information. If You are still obligated to disclose any Confidential Information, You shall limit disclosure to only that Confidential Information which You are legally obligated to disclose and shall use commercially reasonable efforts to impose obligations of confidentiality on the recipients.
    • Obligations. You shall not disclose the Confidential Information to any third party or allow any third party to access or use it. You shall protect DCCI’s Confidential Information from unauthorized access, disclosure, loss, or use at least to the same extent and in the same manner You protect Your own similar information, but in no event using less than commercially reasonable methods. If You becomes aware of any unauthorized access to, or disclosure of, loss of, or use of any Confidential Information in your possession or control, you shall promptly take all appropriate actions to protect against the further dissemination and use of such Confidential Information and notify DCCI immediately. Your obligations to protect the Confidential Information received or accessed during the term of this Agreement from unauthorized access, disclosure, or use shall survive termination of this Agreement.
    • No Use. You acknowledge that You have no right to use the Confidential Information in any way. Without limiting the foregoing, You shall not use the Confidential Information to compete with DCCI or in any way potentially detrimental to DCCI. You acknowledge that title to the Confidential Information and any derivative works, improvements upon or modifications to the Confidential Information shall remain at all times with DCCI and that the Confidential Information has value. Upon DCCI’s request at any time, and upon the expiration or termination of this Agreement for any reason, you shall return to DCCI all Confidential Information or, at DCCI’s option, destroy any materials containing, regarding or derived from the Confidential Information.
  7. Data. You acknowledge and agree that DCCI may use technology to verify Your geographic location and your Internet address to ensure compliance with the terms and conditions of this Agreement, including the restrictions on use. In addition, DCCI and its licensors, suppliers, and/or service providers may gather data about You and Your use of the App and the Solution and use such data in accordance with DCCI’s Privacy Policy (which may be accessed here: https://connex.davidclark.com/app-privacy-policy/) during and after the term of this Agreement.
  8. Support. DCCI has no obligation to provide any support or maintenance for the App or the Solution.
  9. Platforms.
    • Apple. If you use the App on Apple Inc.’s iOS platform, you shall use the App on your Device only in accordance with the usage rules set forth in the Apple App Store Terms of Service and the Apple Media Services Terms and Conditions. Apple is not responsible for the App or any information received from the App or the Solution accessible through the App or any support or maintenance services associated with the App. You acknowledge that Apple is not responsible for addressing any claims You may have regarding product liability with respect to the App, failure of the App to conform to a statutory or regulatory requirement, consumer protection, privacy, or similar claims related to the App. You acknowledge that Apple is not responsible for the investigation, defense, settlement, or discharge of any Intellectual Property claim regarding the App. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App. You acknowledge that Apple is not responsible for any product warranties, whether express or implied. If the App fails to conform to any applicable warranty, You may notify Apple and Apple may refund the purchase price of the App. You acknowledge that Apple will have no other warrant obligation whatsoever with respect to the App and no other obligation with respect to any claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty applicable to the App. You acknowledge that the Agreement is concluded between it and DCCI only. To the extent You download the App from Apple’s App Store, You acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this Agreement and that upon Your acceptance of this Agreement, Apple shall have the right as a third party beneficiary to enforce the Agreement against you.
    • Google. If you use the App on Google’s Android platform, You acknowledge and agree that the App relies in part on functionality provided by Google LLC, any information You provide via the App may be shared with Google, in connection with Your use of such functionality, and all such information shall be handled by Google in accordance with the terms and conditions of its privacy policy as amended from time to time. Google’s current privacy policy is available here: http://www.google.com/policies/privacy. If the App fails to conform to its applicable warranty, You may notify Google and it may refund the price of the App in accordance with its refund policies, if any. Google will have no other warranty obligation whatsoever with respect to the App.
  10. Term and Termination.
    • Term. The term of this Agreement shall begin on the date that You agree to be bound by it (through one of the mechanisms described in the introductory paragraphs above) and shall remain in force until terminated as set forth in this Agreement.
    • Termination.
      • Solution. If Your employer’s license to the Solution software expires or terminates or if your employment relationship with your employer ceases or if your employer ceases to authorize you to use the Solution software, your right to use the App to access and use the Solution shall automatically terminate and you must uninstall, remove, and delete the App from your Device.
      • Deletion of App. You may terminate this Agreement by un-installing, deleting, or otherwise removing the App from your Device.
      • Convenience. DCCI may terminate this Agreement for convenience, for any reason or no reason, on written notice to the electronic or postal mail address for the licensee on file with DCCI, through notice delivered through the App store from which You downloaded the App, or other means.
      • Termination of the App. This Agreement shall terminate immediately if and when DCCI chooses to discontinue the App and/or ceases to make it available.
      • Licensor. DCCI may terminate this Agreement immediately without notice to You if DCCI loses any right or licenses that impedes its ability to provide the App or deliver the Solution through the App.
      • Breach. Either party may terminate this Agreement upon written notice to the other if such other party has not cured a curable breach of this Agreement within thirty (30) days of receiving written notice of the breach or if such other party has committed an incurable breach.
      • Cause. DCCI shall have the right to terminate this Agreement immediately on written notice to you if (A) a receiver is appointed for You, Your employer (who has the license to the Solution) or Your or Your employer’s property, (B) You make an assignment for benefit of creditors, (C) proceedings are commenced by or for You for relief under bankruptcy, insolvency, or debtor’s relief law, (D) You (or Your employer with the license) liquidate or dissolve Your business or attempt to do so. This Agreement shall terminate automatically without notice upon Your breach of any provisions of this Agreement pertaining to DCCI’s Intellectual Property rights or Confidential Information or Your violation of DCCI’s or any third party’s Intellectual Property or Confidential Information.
    • Effect of Termination. The expiration or termination of this Agreement shall not affect the respective rights and obligations of the parties arising under it before the effective date of termination, and shall not limit the parties’ rights and remedies under applicable law or in equity. Termination in accordance with the provisions of this Section 10 shall not constitute breach of this Agreement.
    • Post-Termination. Upon termination or expiration of this Agreement for any reason, the permissions granted to You shall immediately terminate and revert to DCCI and You shall immediately cease and discontinue all use of the App, delete or uninstall the App from the Device, return all DCCI’s Confidential Information to DCCI, or, at DCCI’s option, destroy such Confidential Information in Your possession or control and certify its destruction to DCCI.
  11. Representations and Warranties.
    • Your Representations and Warranties. In addition to the representations and warranties You make elsewhere in this Agreement, You represent and warrant to DCCI that: (i) You have the legal power and authority to enter into this Agreement without consent from any third party; (ii) You have not falsely identified yourself nor provided any false information to gain access to the App or the Solution and that Your information provided to DCCI is true, accurate, unaltered, and complete and will contain no untrue statement or omission of material fact or data; (iii) none of entering into, delivering, or performing Your obligations under this Agreement will violate any provision of law or any order of any court or any governmental authority to which You are subject, or conflict with, result in a breach of, or constitute a default under any contract or agreement by which You are bound; (iv) Your use of the App shall comply with all applicable laws, regulations rules, ordinances, and court orders; (v) You shall not enter into any agreement with a third party that is inconsistent with any provision of this Agreement; (vi) You will not upload or transmit any Malicious Code, any obscene, pornographic, defamatory, or illegal content or any other content that DCCI determines, in its sole discretion, is inappropriate.
    • Disclaimer. DCCI may disable, suspend, or remove any part of the App or the Solution at any time if DCCI is required to do so by one of its licensors or suppliers, if DCCI determines that such portion of the App or the Solution violates applicable law or third party rights, or for other reasons. DCCI makes no representation or warranty regarding the App or the Solution and, to the maximum extent permitted by law, DCCI expressly disclaims all warranties, whether written or oral, express, implied, or statutory, including any implied warranty of merchantability, non-infringement, or fitness for a particular purpose, any warranty regarding information accuracy, any warranty that the App or the Solution will be uninterrupted or error-free, any warranty regarding quality (including whether the App or the Solution will meet Your requirements or expectations), accuracy, timeliness, suitability, usability completeness, security, availability, or condition of the App or the Solution and any warranty that the App or the Solution will operate with any particular hardware (including any Device), software, system, or data. The App and the Solution are provided on an “as-is” and “as available” basis with all faults. You acknowledge that compatibility and interoperability problems could negatively affect the performance of Your Device, loss of data from Your Device, and corruption of the software and files on Your Device. You acknowledge and agree that You are solely responsible for all expenses associated with service and repair to your Device and that neither DCCI nor any of its licensors or suppliers or any of the officers, directors, employees, representatives or agents of the foregoing shall have any liability to You for any losses suffered, resulting from, or arising in connection with compatibility or interoperability problems. DCCI shall not be liable for any damages caused by Malicious Code or other forms of contamination or destructive features that affect Your Device, software, data, or other property on account of Your access to or use of the App or the Solution. You shall implement back up plans and systems for use on occasions where the App or Solution fail or where you step out of range. You shall not use the App or the Solution in a life-threatening situation. Without limiting the foregoing, DCCI makes no representation or warranty with respect to any of the Open Source Components. All Open Source Components and other third party materials are provided “as-is” and any representation or warranty of or concerning them is strictly between You and the third party owner or distributor of such Open Source Components and third party materials.
  12. Indemnification. You shall indemnify, defend, hold harmless, and reimburse DCCI and its affiliates, suppliers, and licensors, and all of their officers, directors, owners, employees, representatives, affiliates, and agents, and any other entity that provides services to you under this Agreement from and against all claims, judgments, settlements, causes of action, damages, deficiencies, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees and disbursements of counsel) arising out of or related to (a) any claim that, if true, would indicate that You breached the terms and conditions of this Agreement, (b) Your access to or use of the App or the Solution, (c) Your violation of law, (d) Your violation of a third party’s rights, (e) Your negligence or willful misconduct.
  13. Limitation of Liability. To the maximum extent permitted by law, under no circumstances will DCCI or its licensors or suppliers be liable to You for any incidental, special, indirect, punitive, exemplary, or consequential damages of any kind or nature, including without limitation, loss of revenues, business, or profits, loss of data, business interruption, regardless of the form of action, whether in contract, tort, strict product liability, or otherwise, even if DCCI has been advised of the possibility of such damages, whether or not caused by DCCI’s negligence or on account of any act or omission of DCCI. DCCI assumes no responsibility, and shall not be liable for any damages caused by Malicious Code or other forms of contamination or destructive features that may affect Your Device, software, data, files, or other property as a consequence of Your access or use of the App or the Solution. DCCI shall have no liability for any unauthorized access, destruction, loss, modification, or damage to Your software, data, files, or for any Intellectual Property infringement. DCCI shall have no liability to You for any Open Source Components or other third party materials or Your use of the foregoing. To the maximum extent permitted by law, under no circumstances will DCCI be liable to You for any damages in excess of the greater of (a) One Hundred U.S. Dollars ($100.00) or (B) the amount You paid to DCCI under this Agreement for the App during the twelve month period immediately preceding the cause of action.
  14. Government End Users. The App is a Commercial Item within the meaning of 48 C.F.R. § 2.101 comprised of Commercial Computer Software and Commercial Computer Software Documentation as set forth in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202 as applicable. Subject to 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-1 through § 227.7202-4, the U.S. Government receives only with those rights granted to other end users pursuant to the terms and conditions of this Agreement.
  15. Export. You shall comply with all US and other applicable laws related to the export or re-export of the App and the Solution.
  16. General.
    • Notices. All notices required under this Agreement shall be in writing sent by hand, certified mail return receipt requested, or reputable overnight courier service addressed to general counsel for DCCI at the contact information set forth above or if transmitted to you via the App store from which You downloaded the App, posted on DCCI’s webpage, or communicated to You through Your employer who has a license to use the Solution unless changed by notice pursuant to this section.
    • No Assignment. This Agreement is binding on and benefits the parties and their permitted successors and assigns. This Agreement is personal to You. You shall not assign or delegate any of your rights or obligations under this Agreement. If you undergo a change in control, that shall be deemed an assignment for purposes of this Agreement. DCCI may assign or delegate this Agreement or any rights or obligations under it without restriction.
    • Severability. To the extent any provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, the provision shall be ineffective in that jurisdiction to the extent such prohibition does not invalidate the remaining provisions and such unenforceability shall not invalidate such provision in other jurisdictions.
    • Amendments. Except as otherwise set forth in this Agreement, this Agreement may not be modified or amended except in writing signed by the parties, and none of its provisions may be waived except in writing signed by the party charged with waiving its rights. DCCI may amend this Agreement from time to time by posting amended versions of this Agreement on its website, transmitting them through the App store from which You downloaded the App, or by communicating them to You through Your employer who has a license to use the Solution. The modified version of the Agreement will become effective upon posting and will apply to Your use of the App and the Solution thereafter. By using this App or accessing and using the Solution after the modified version of the Agreement is posted, You will be deemed to have agreed to any such modification or amendment.
    • Waivers. None of the provisions in this Agreement may be waived except in writing signed by the party charged with waiving its rights. No waivers shall be implied, whether from any custom or course of dealing or any delay or failure in a party’s exercise of its rights and remedies hereunder or otherwise. Any waiver granted by a party shall not obligate such party to grant any further, similar, or other waivers.
    • Remedies. Except as otherwise expressly stated in this Agreement, all remedies are cumulative, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other. You acknowledge that the covenants contained in this Agreement are reasonable and necessary to protect DCCI’s legitimate business interests. A breach or threatened breach of the confidentiality or Intellectual Property provisions of this Agreement may irreparably harm DCCI for which DCCI would have no adequate remedy at law. Accordingly, in the event of an actual or threatened breach of this Agreement, DCCI shall be entitled to seek injunctive relief, specific performance, or both in addition to all other remedies available to it at law or in equity in such circumstances. Further, notwithstanding the parties’ agreement to arbitrate controversies or claims set forth elsewhere in this Agreement, DCCI may apply to a court of competent jurisdiction to seek to enjoin, preliminarily or permanently, any breach or threatened breach of Your obligations under this Agreement that affect DCCI’s or its licensors’ Intellectual Property rights or Confidential Information or any other violation of DCCI’s Intellectual Property rights or violation of its Confidential Information.
    • Force Majeure. DCCI shall be excused for failure or delay in performance when and to the extent that performance is prevented or delayed by any act of any government authority (whether valid or invalid), act of God, disaster, pandemic, epidemic, terrorism, hurricane, tornado, flood, fire, or other similar event beyond DCCI’s reasonable control.
    • Relationship. The parties are independent contractors. Nothing in this Agreement shall create any partnership, agency, or other fiduciary relationship between them.
    • Governing Law. This Agreement is governed by the laws of the State of Delaware (without regard to its conflicts of laws principles).
    • Arbitration. Except as set forth expressly elsewhere in this Agreement, each party agrees to submit any disputes, claims, or controversies arising out of or relating to this Agreement or use of the App or the Solution, including disputes arising from or concerning interpretation, violation, invalidity, non-performance, or termination to final and binding arbitration administered by the American Arbitration Association applying Delaware law in Worcester County, Massachusetts or via remote communication using a single arbitrator chosen by mutual agreement of the parties within twenty (20) days of the request for arbitration using the American Arbitration Association’s Commercial Arbitration Rules. The arbitration shall be conducted and the award rendered in English. The award entered by the arbitrator shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction except to the extent the decision is subject to judicial review as permitted by law and except to the extent the arbitration award is one for injunctive relief, in which case the enjoined party may seek judicial review of such relief in a court of competent jurisdiction that is not bound by the arbitrator’s application or conclusions of law. Each party shall bear its own expenses in connection with any arbitration or proceeding arising out of or relating to this Agreement, directly or indirectly, or the performance or breach of this Agreement. Except as required by law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration without prior written consent of both parties, unless to protect or pursue a legal right. By agreeing to this Agreement, each party agrees that the United States Federal Arbitration Act governs the interpretation and enforcement of this clause. Arbitration is a form of dispute resolution that serves as an alternative to litigation in court. In arbitration, a neutral arbitrator decides the case instead of a judge or jury. There may also be more limited discovery and less review of the decision by courts. By entering into this Agreement, each party to arbitrate disputes between them.
    • Limitations on Actions; Jury Waiver. You agree that any action, suit, proceeding, or other claim You may have against DCCI shall be brought individually on Your own behalf and you shall not join such claim with claims of any other person or entity or bring, join, or participate in a class action against DCCI. To the fullest extent permitted by applicable law, You agree to waive any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. You must commence any cause of action or claim against DCCI within one (1) year after the cause of action or claim arises, otherwise you agree that Your cause of action or claim shall be barred.
    • Survival. Sections 5(a), 10, 11(b), 12, 13, and 16, the obligation to protect Confidential Information received during the term of this Agreement in accordance with Section 6, as well as all terms and conditions of this Agreement that by their nature are intended to survive termination of this Agreement shall so survive.
    • Third Party Beneficiaries. Except as otherwise expressly set forth in this Agreement, this Agreement may be enforced only by the parties and their permitted successors and assigns.
    • Contact. You may contact DCCI at 360 Franklin Street, Worcester, MA 15054, by phone at 508 751 5800, or by email at support.connex@davidclark.com.
    • Entire Agreement. This Agreement is the entire agreement between the parties, superseding any and all other prior or contemporaneous agreements, promises or representations between them regarding the subject matter of this Agreement. No modification shall be made to this Agreement except in the manner expressly permitted by this Agreement.