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© 2022 Bridgeline Digital
100 Sylvan Rd, Suite G-700, Woburn, Massachusetts 01801 US
THESE TERMS (“TERMS”) GOVERN SUBSCRIPTION TO AND USE OF BRIDGELINE’S PRODUCTS AND SOFTWARE SERVICES. BY ACCESSING OR USING BRIDGELINE’S WEBSITES, PRODUCTS AND SERVICES, YOU ACCEPT OR AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO OR ACCEPTING THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE, THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE BRIDGELINE’S PRODUCTS OR SOFTWARE SERVICES.
EFFECTIVE DATE: MARCH 15, 2022
a) Definitions can be found at www.bridgeline.com/legal/definitions.
a) These Terms are made by and between the party on whose behalf that are accepted (“Customer”) and Bridgeline and are effective as of the date they are accepted by Customer. “Bridgeline” means Bridgeline, Inc., a Delaware corporation with offices at 100 Sylvan Road, Suite G-700, Woburn, Massachusetts 01801, United States. The complete subscription agreement including these Terms (the “Agreement”) is for the purpose of granting Customer a limited subscription to use Bridgeline’s “Products” and “Software Services”
a) Provision of Access. Subject to and conditioned on Customer's acceptance of an “Order Form” and payment of Fees and compliance with all of the terms and conditions of this Agreement, Bridgeline hereby grants Customer a non-exclusive, non-transferable right to access and use the Software Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Bridgeline shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Software Services. The Customer shall not exceed the Usage limits as defined in Bridgeline’s Acceptable Use Policy, located at www.bridgeline.com/legal/acceptable-use, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
b) Use Restrictions. Customer shall not use the Software Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Software Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software Services, in whole or in part; (iv) remove any proprietary notices from the Software Services or Documentation; (v) use the Software Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (vi) download (other than page caching) or modify the Bridgeline IP, or any portion of it, except with the express, prior written consent of Bridgeline.
c) Reservation of Rights. Bridgeline reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Bridgeline IP.
d) Suspension. Notwithstanding anything to the contrary in this Agreement, Bridgeline may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Software Services if: (i) Bridgeline reasonably determines that (A) there is a threat or attack on any of the Bridgeline IP; (B) Customer's or any Authorized User's use of the Bridgeline IP disrupts or poses a security risk to the Bridgeline IP or to any other customer or vendor of Bridgeline; (C) Customer, or any Authorized User, is using the Bridgeline IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Bridgeline's provision of the Software Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Bridgeline has suspended or terminated Bridgeline's access to or use of any third-party Software Services or products required to enable Customer to access the Software Services. Bridgeline shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Software Services following any Service Suspension. Bridgeline shall use commercially reasonable efforts to resume providing access to the Software Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Bridgeline will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
e) Aggregated Statistics. Notwithstanding anything to the contrary contained herein, Bridgeline may monitor Customer’s use of the Software Services and collect and compile Aggregated Statistics. As between Bridgeline and Customer, all right, title and interest in the Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Bridgeline. Customer acknowledges that Bridgeline may compile Aggregated Statistics based on Customer Data input into the Software Services.
The software shall be hosted by the Bridgeline on its multi-tenant shared infrastructure subject to the Service Level Agreement, located at www.bridgeline.com/legal/service-level-agreement during the term of this Agreement. Except as otherwise provided in this Agreement, Bridgeline’s total liability shall not exceed the fees paid by Customer to Bridgeline during the previous three months prior to the claim made by the Customer. If required, the Customer shall on demand provide Bridgeline with all appropriate test data, except where the testing (other than program modifications) is not carried out by the Customer itself.
Bridgeline bundles its Software Services offerings in distinct, pre-determined configurations that provide a monthly allocation of volume-based attributes such as queries, records, web pages, products, emails, disk storage space and data transfer rates. Bridgeline shall notify Customer of any overages from the monthly allocation of Software Service offerings subscribed to and shall a) charge the Customer overage fees or b) upgrade the client to the next tier; based on the pricing detailed in the Order Form. In the event of any overages, Bridgeline will issue Customer an invoice detailing overage levels and/or increase the monthly SaaS License Fees to the new tier and that rate shall continue through the remainder of the Term and any future renewal term.
a) Fees. Customer shall pay Bridgeline the fees ("Fees") as set forth in the Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars or an otherwise agreed currency subject to the terms set forth in the Order Form. All payments shall be due Net 30 days from date of invoice. If Customer fails to make any payment when due, without limiting Bridgeline's other rights and remedies: (i) Bridgeline may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law and (ii) Customer shall reimburse Bridgeline for all costs incurred by Bridgeline in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees. The Fees for each renewal Term shall increase by up to 7% above the fees applicable in the immediately preceding Term unless Bridgeline otherwise notifies customer at least 60 days prior to the applicable renewal Term. Any discount provided by Bridgeline on the Fees for any Term shall apply to that Term only and a renewal which previously included discounted Fees shall be at a fee based on Bridgeline’s applicable list price at the time of renewal.
b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Bridgeline's income.
c) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Bridgeline may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Bridgeline with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 6(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds 5% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
a) General. Customer is responsible and liable for all uses of the Software Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software Services, and shall cause Authorized Users to comply with such provisions. Each time a Customer or Authorized User uploads or posts information, data, a document, or a file to the Software Services, the Customer or Authorized User, as applicable, represents and warrants that he or she owns or otherwise controls the rights to the information, data, document, or file, or that he or she has the necessary consents to upload or post it.
Customer and Authorized User Obligations. Customer and Authorized Users agree:
I. to maintain all equipment required for access to and use of the Software Services and Bridgeline IP, other than equipment owned or operated by Bridgeline or its affiliates and vendors;
II. to maintain the security of user IDs, passwords, and other confidential information relating to the Customer’s account;
III. not to intentionally introduce onto the Software Services or to users of the Software Services, directly or indirectly, computer viruses, worms, Trojan horses or other code that manifests or could potentially manifest contaminating or destructive properties;
IV. to be responsible for all charges resulting from the access and use of the Customer’s account, including unauthorized access and use;
V. to notify Bridgeline as soon as reasonably practicable of any real or suspected unauthorized use of the Customer’s account;
VI. to comply with instructions provided by Bridgeline for using, maintaining, or correcting the Customer’s account;
VII. to enter data and manage all content beyond the setup period; and
VIII. to comply with the Bridgeline Privacy Policy, located at www.bridgeline.com/privacy-policy
Customer Data may at times be viewed or accessed for the purpose of resolving a problem, support issue, or suspected violation of this Agreement, or as required by law. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Bridgeline will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Customer will indemnify and hold harmless Bridgeline from and against any claims, damages or liabilities arising in connection with Customer use of the Customer Data. Customer represents and warrants that: (i) Customer Data will not include personally identifiable information (“PII”) or protected health information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 ; and (ii) no data security laws, including but not limited to the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), shall be applicable to Bridgeline in connection with this Agreement. Without limiting the above, Customer shall refrain from taking any action that would cause Bridgeline to be subject to any data security breach reporting laws.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
a) Bridgeline IP. Customer acknowledges that, as between Customer and Bridgeline, Bridgeline owns all right, title, and interest, including all intellectual property rights, in and to the Bridgeline IP, Products, Technology and Documentation.
b) If Customer or any of its employees or representatives sends or transmits any communications or materials to Bridgeline by mail, email, telephone, or otherwise, suggesting or recommending changes to the Bridgeline IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Bridgeline is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Bridgeline on Customer’s behalf, and on behalf of all of Customer’s employees and representatives, all right, title and interest in, and Bridgeline is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Bridgeline is not required to use any Feedback.
THE BRIDGELINE IP IS PROVIDED "AS IS" AND BRIDGELINE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BRIDGELINE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BRIDGELINE MAKES NO WARRANTY OF ANY KIND THAT THE BRIDGELINE IP, OR ANY PRODUCTS OR SOFTWARE SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SOFTWARE SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until the Term for each product defined in the Order Form from such date (the "Initial Term"). This Agreement will automatically renew for subsequent one (1) year terms (a “Renewal Term”), unless earlier terminated pursuant to this Agreement's express provisions, or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the current Term (either the Initial Term or a Renewal Term). The Initial Term and any Renewal Term(s) are collectively, the "Term".
b) Termination. In addition to any other express termination right set forth in this Agreement:
i) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured ninety (90) days after the non-breaching Party provides the breaching Party with written notice of such breach.
c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement and regardless of who is the breaching Party relating to an earlier termination, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 9, Customer shall delete, destroy, or return all copies of the Bridgeline IP and certify in writing to the Bridgeline that the Bridgeline IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
d) Survival. This Section and Sections 1, 3, 6, 7, 8, 9, 10, 11, 13, 14, 16 and 18survive any termination or expiration of this Agreement.
a) Bridgeline Indemnification
I. Bridgeline shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (collectively, "Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Software Services, or any use of the Software Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Customer promptly notifies Bridgeline in writing of the claim, cooperates with Bridgeline, and allows Bridgeline sole authority to control the defense and settlement of such claim.
II. If such a claim is made or appears possible, Customer agrees to permit Bridgeline, at Bridgeline's sole discretion, to (A) modify or replace the Software Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Bridgeline determines that neither alternative is reasonably available, Bridgeline may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
III. This Section 13(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software Services in combination with data, software, hardware, equipment, or technology not provided by Bridgeline or authorized by Bridgeline in writing; (B) modifications to the Software Services not made by Bridgeline; or (C) Customer Data.
b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Bridgeline's option, defend Bridgeline from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) Customer’s breach or alleged breach of this Agreement; (iii) use of the Software Services in a manner not authorized by this Agreement; (iv) use of the Software Services in combination with data, software, hardware, equipment or technology not provided by Bridgeline or authorized by Bridgeline in writing; or (v) modifications to the Software Services not made by Bridgeline, provided that Customer may not settle any Third-Party Claim against Bridgeline unless Bridgeline consents to such settlement, and further provided that Bridgeline will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
c) Sole Remedy. THIS SECTION 13 SETS FORTH CUSTOMER'S SOLE REMEDIES AND BRIDGELINE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL BRIDGELINE'S LIABILITY UNDER THIS SECTION 13 EXCEED $500.
During the term of this Agreement and for a period of one (1) year thereafter, Customer will not solicit for hire or engagement, or cause others to solicit for hire or engagement, directly or indirectly, as an employee or independent contractor, any employee or contractor of Bridgeline who is involved in the performance of Software Services under this Agreement. The term “solicit for hire or engagement” specifically excludes any broad-based effort to attract applicants if not specifically targeted to or specifically designed to attract Bridgeline’s employees or contractors.
Bridgeline may include Customer’s name, logo and general case study information within Bridgeline marketing materials provided that such listing does not state that Customer endorses Bridgeline or its Software Services.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINER HEREIN, IN NO EVENT WILL BRIDGELINE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SOFTWARE SERVICES, IN EACH CASE REGARDLESS OF WHETHER BRIDGELINE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BRIDGELINE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO BRIDGELINE UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
a) Entire Agreement. This Agreement superseded all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the documents linked to in this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, (ii) second, the Statement of Work and (iii) third, the Order Form. Bridgeline and Customer each represent that it has validly entered into or accepted the Agreement and the legal power to do so. Bridgeline may modify these Terms from time to time. Any and all changes to these Terms will be published at www.bridgeline.com/legal/saas-license-agreement and the Terms will indicate the date they were last updated. Material changes will become effective thirty (30) days after publication. Customer is deemed to accept and agree to the be bound by any changed to the Agreement when Customer use the Service after the effective date of those changes. Notwithstanding the foregoing, in the event that the parties enter into, or have entered into a separate formal written license agreement, the terms of that agreement shall control over the terms of this Agreement unless the parties expressly agree to supersede such agreement with the Agreement. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. All reference in the Agreement to “including” means “including, but not limited to”.
b) Manner of Giving Notice
i) Updates. All updates to Definitions will be published at www.bridgeline.com/legal/definitions. All updates to SLAs will be published at www.bridgeline.com/legal/service-level-agreement. All updates to Acceptable Use Policy will be published at www.bridgeline.com/legal/acceptable-use. Updates to Definitions, SLA and Acceptable Use Policy will be effective 30 days after publishing.
ii) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission from the receiving party - read receipt does not constitute confirmation) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
d) Amendment and Modification: Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
f) Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Bridgeline. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.