You may not assign this Agreement, in whole or in part, without the prior written consent of Big Zeta. Any assignment in violation of this Section 12 shall be void, ab initio, and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective successors and assigns. Nothing will restrict Big Zeta from subcontracting its obligations under this Agreement to any third parties.
If any action or proceeding, whether regulatory, administrative, at law, or in equity is commenced or instituted to enforce or interpret any of the terms or provisions of this Agreement (excluding any mediation required under this Agreement), the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, costs of suit and expenses, in addition to any other relief to which such prevailing party may be entitled. As used herein, “prevailing party” includes without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action.
You consent to Big Zeta’s identification of You as a user of the Support Services and Cloud Service, on its website, through a press release issued by Big Zeta and in other promotional materials.
You acknowledge that the Cloud Service(s) and Support Services, and technologies related thereto are subject to the Export Administration Regulations (“EAR”) (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control. You are now and will remain in the future compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer any Big Zeta goods, software or technology or disclose any Big Zeta software or technology to any person contrary to such laws or regulations. You acknowledge that remote access to a Cloud Service may in certain circumstances be considered a re-export of such Cloud Service, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.
Except with respect to payment obligations, neither party will be liable for, or be considered to be in breach of, or in default under, this Agreement, as a result of any cause or condition beyond such party’s reasonable control.
You understand and agree that any features or functions of services or products referenced on any Big Zeta website, or in any presentations, press releases, or public statements, which are not currently available or not currently available as a generally available (i.e., GA) release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for Big Zeta’s products and services remain at Big Zeta’s sole discretion. Accordingly, You agree that You are registering Your Account and purchasing the Cloud Services based solely upon features and functions that are currently available as of the time You register the Account or use the Cloud Services, and not in expectation of any future feature or function.
This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles, and all suits hereunder will be brought solely in Federal Court for the Northern District of California, or if that court lacks subject matter jurisdiction, in any California State Court located in Santa Clara County. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any action or proceeding the courts set forth above, based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. A breach or threatened breach by either party of Section 5 (Confidential Information) may cause irreparable harm for which the non-breaching party shall be entitled to seek injunctive relief without being required to post a bond.