MOVABLE TYPE ENTERPRISE SOFTWARE - EULA
MOVABLE TYPE SOFTWARE PERSONAL USER AGREEMENTFOR HOSTED SERVICES PROVIDED BY NEXCESS.NET (“SERVICE PROVIDER”)
READ CAREFULLY – THIS IS A BINDING LEGAL AGREEMENT
Use of Movable Type software (the "Software") is subject to the all of the terms and conditions of this Movable Type Software Personal User Agreement (the "Agreement") between the you individually (the “End User”) and Six Apart Ltd. (“Six Apart”). By downloading, copying, installing or using of the Software at any time, the End User agrees to be bound by all of the terms and conditions of this Agreement. If the End User does not agree to all of the terms and conditions of this Agreement, the Software may not be copied, installed or used and must be removed from all of the End User’s hosted account.
1. LICENSE GRANT.
1.1 Subject to the terms and conditions of this Agreement, Six Apart hereby grants to the End User, commencing on the date of the End User’s first downloading, copying, installing or use of the Software (the “Effective Date”) and continuing for the term of this Agreement, a non-exclusive, non-transferable, world-wide, limited license to use the Software and to use any documentation provided in connection with the Software (the “Documentation”) only (i) as hosted by the Service Provider, (ii) for the End User’s own “Personal Use” (defined below) and (iii) for one (1) End User Seat (defined below) (the “License Grant”)
1.2 For the purposes of this Agreement, the End User’s “Personal Use” is defined as the End User publishing a Web log for the End User’s own non-commercial purposes. “Personal Use” specifically excludes:
1.2.1 Any commercial endeavor, either directly or indirectly, whether or not the End User actually generates profits from the commercial endeavor, although affiliate or associate fees that are earned by the End User personally through activities incidental to the main purpose of the Web log are permitted;
1.2.2 Any use of the Software by a company, a corporation, a partnership, non-profit organization, educational institution, government body or any other form of organization;
1.2.3 Any use of the Software to create a Web log or site solely for the purpose of driving affiliate traffic or republishing feeds; or
1.2.4 Any sublicensing, leasing or reselling of the Software, hosting of the Software for third party use or otherwise making its functionality available to third parties as an application service provider or service bureau.1.3 For the purposes of this Agreement, "End User Seat" means a unique login name for a single individual generated or recognized by the Software, except for an individual who has a login name solely for the purpose of leaving a comment on a blog. Use of a login name by more than one individual is prohibited.
1.4 Six Apart reserves the right to determine, in its sole discretion, whether the End User’s use of the Software at any time complies with the authorized “Personal Use” and/or the maximum number of End User Seats. If Six Apart determines that the End User is not using the Software in a manner which complies with the authorized “Personal Use” and/or the maximum number of End User Seats, Six Apart may, in its sole discretion, terminate this Agreement upon notice to the End User.
2. RIGHTS RESERVED. Six Apart owns all right, title and interest in and to the Software and the Documentation. Six Apart reserves all rights to the Software and Documentation that are not expressly granted in this Agreement. Nothing in this Agreement will be construed as granting the End User any property rights, by license or otherwise, to the Software or any Documentation, or to any invention or any patent, copyright, trademark, or other intellectual property right that has been issued, or that may issue, based on the Software and/or Documentation. The Software and Documentation are licensed hereby, not sold.
3. RESTRICTIONS.
3.1 The End User will use the Software in compliance with any and all applicable laws, rules and regulations of the jurisdictions in which the End User uses the Software. In addition, the End User may not under any circumstances:
3.1.1 Create and/or distribute derivative works based on the Software and/or Documentation (however, the creation and/or distribution of plugins and other extensions to the Software making use of application programming interfaces published by Six Apart is permitted);
3.1.2 Reproduce the Software and/or the Documentation;3.1.3 Reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover any source code or algorithms of the Software;
3.1.4 Sell, lease, assign, license, sublicense, disclose, distribute or otherwise transfer or make available the Software and/or the Documentation, in whole or in part or any copies thereof, in any form to any third parties;3.1.5 Host the Software for third party use or otherwise make the Software’s functionality available to third parties as an application service provider or service bureau;
3.1.6 Remove or alter any proprietary notices on the Software;
3.1.7 Allow use of the Software by third parties not included in the definition or count of End User Seats; or
3.1.8 Download, copy, install or use the Software on any computer system other than that provided to the End User by the Service Provider for the purpose of hosting the Software.
4. TERM AND TERMINATION.
4.1 The term of this Agreement begins on the Effective Date and, unless terminated earlier in accordance with the specific terms of this Agreement, will end upon the expiration or termination of the service agreement(s) between the End User and the Service Provider through which the Service Provider hosts the Software for the End User.
4.2 Six Apart may terminate this Agreement if the End User breaches any provision of this Agreement and such breach is not cured within fifteen (15) days after written or email notice to the End User. Upon such termination by Six Apart, the License Grant to the End User included in this Agreement will terminate and the End User will immediately uninstall and cease all use of the Software.
4.3 Sections 5 – 11, inclusive, will survive any termination or expiration of this Agreement.
5. WARRANTIES AND REMEDIES; DISCLAIMERS.
5.1 Six Apart warrants that the Software does not contain any instructions intentionally designed to modify, damage, destroy, record or transmit information within a computer, computer system or computer network without the intent or permission of the owner of the information. This warranty does not apply to any “open source” code included in or incorporated into the Software. During the term of this Agreement, if any portion of the Software (other than “open source” code) is found to be in violation of this warranty, Six Apart will, at its sole expense, make reasonable commercial efforts to modify or replace the Software so that it complies with this warranty, without any material loss of the Software’s functionality. THE END USER WILL HAVE NO OTHER REMEDY FOR VIOLATION OF THIS WARRANTY EXCEPT AS SET FORTH IN THIS SECTION.5.2 Six Apart warrants that the Software does not infringe any intellectual property rights of any third party. This warranty does not apply to any “open source” code included in or incorporated into the Software. During the term of this Agreement, if any portion of the Software (other than “open source” code) is found to be in violation of this warranty, Six Apart will, at its sole expense, make reasonable commercial efforts to modify or replace the Software so that it complies with this warranty, without any material loss of the Software’s functionality, or to obtain the right for the End User to continue to use the Software consistent with this Agreement. THE END USER WILL HAVE NO OTHER REMEDY FOR VIOLATION OF THIS WARRANTY EXCEPT AS SET FORTH IN THIS SECTION.
5.3 EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SIX APART MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SIX APART’S PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” AND SIX APART DISCLAIMS ANY REPRESENTATION THAT ITS PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES, SPECIFICALLY INCLUDING ANY PRODUCTS OR SERVICES PROVIDED BY THE SERVICE PROVIDER, WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SOFTWARE AND DOCUMENTATION INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE SOFTWARE AND ASSUMES ALL RISKS ASSOCIATED WITH ITS USE.
6. INDEMNIFICATION. The End User will indemnify, defend and otherwise hold harmless Six Apart, its officers, directors, employees, agents and subsidiaries from and against any claim or suit brought against Six Apart relating to, or resulting from the End User’s use of the Software. Six Apart will promptly notify the End User of any and all such claims and will reasonably cooperate with the End User with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Six Apart in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Six Apart's written consent (to be granted or withheld at Six Apart’s sole discretion) and Six Apart may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
7. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH the breach any of the provisions listed in Section 3, “Restrictions”, above, or THE INDEMNIFICATION OF THIRD PARTY CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THIS AGREEMENT.
8. DISPUTE RESOLUTION. All disputes between the parties arising from or concerning in any manner the subject matter of this Agreement will be resolved through binding arbitration by a single arbitrator pursuant to the American Arbitration Association’s rules applicable to commercial disputes. The arbitration will be held in San Francisco, California.
9. GENERAL.
9.1 This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If the End User is outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
9.2 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
9.3 The manufacture and sale of the Software is subject to the export control laws of the United States of America, including the U.S. Bureau of Industry and Security regulations, as amended, and hereby agree to obey any and all such laws.
9.4 Failure by a party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.
9.5 The End User may not assign this Agreement, and any assignment of this Agreement by the End User will be null and void.
9.6 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
9.7 This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
9.8 Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, failure of suppliers and governmental action, which are beyond its reasonable control.
9.9 The section titles and numbering of this Agreement are displayed for convenience and have no legal effect.
9.10 This Agreement may be executed in counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.
9.11 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
MOVABLE TYPE SOFTWARE COMMERCIAL USER AGREEMENT
FOR
HOSTED SERVICES PROVIDED BY NEXCESS.NET (“SERVICE PROVIDER”)
READ CAREFULLY – THIS IS A BINDING LEGAL AGREEMENT
Use of Movable
Type software (the "Software")
is subject to the all of the terms and conditions of this Movable Type
Software Commercial User Agreement (the "Agreement") between
the End User and Six Apart Ltd. (“Six Apart”). If you are
using the Software on your own behalf, then you are the End User. If
you are using the Software on behalf of a company, corporation, partnership
or any other form of organization, then that company, corporation,
partnership or other form of organization is the End User. By downloading,
copying, installing or using of the Software at any time, the End User
agrees to be bound by all of the terms and conditions of this Agreement.
If the End User does not agree to all of the terms and conditions of
this Agreement, the Software may not be copied, installed or used and
must be removed from all of the End User’s hosted account.
1.2 For the purposes of this Agreement, the End User’s “Commercial Use” means any of the following, whether the End User is an individual, a company, a corporation, a partnership or any other form of organization: (i) an End User’s operation of its own business as a commercial endeavor, either directly or indirectly, and whether or not the End User actually generates profits from the commercial endeavor, (ii) an End User’s operation of an accredited kindergarten through twelfth grade education institution or a higher education institution organized and operated exclusively for the purpose of teaching its matriculating students or (iii) an End User’s activities which qualify for tax-exempt status under Internal Revenue Code Section 501(c)(3). Notwithstanding the foregoing, any sublicensing, leasing or reselling of the Software by the End User, hosting of the Software by the End User for third party use or the End User otherwise making the functionality of the Software available to third parties as an application service provider or service bureau is strictly prohibited and excluded from this definition of “Commercial Purposes”.
1. LICENSE GRANT.
1.1 Subject to the terms and conditions of this Agreement, Six Apart hereby grants to the End User, commencing on the date of the End User’s first downloading, copying, installing or use of the Software (the “Effective Date”) and continuing for the term of this Agreement, a non-exclusive, non-transferable, world-wide, limited license to use the Software and to use any documentation provided in connection with the Software (the “Documentation”) only (i) as hosted by the Service Provider, (ii) for the End User’s “Commercial Use” (defined below) and (iii) for the maximum number of End User Seats (defined below) authorized by the Service Provider, which in no event will be greater than ten (10) (the “License Grant”).1.3 For the purposes of this Agreement, "End User Seat" means a unique login name for a single individual generated or recognized by the Software, except for an individual who has a login name solely for the purpose of leaving a comment on a blog. Use of a login name by more than one individual is prohibited.
1.4 Six Apart reserves the right to determine, in its sole discretion, whether the End User’s use of the Software at any time complies with the authorized “Commercial Use” and/or the maximum number of End User Seats authorized by the Service Provider. If Six Apart determines that the End User is not using the Software in a manner which complies with the authorized “Commercial Use” and/or the maximum number of End User Seats authorized by the Service Provider, Six Apart may, in its sole discretion, terminate this Agreement upon notice to the End User.
2. RIGHTS RESERVED. Six Apart owns all right, title and interest in and to the Software and the Documentation. Six Apart reserves all rights to the Software and Documentation that are not expressly granted in this Agreement. Nothing in this Agreement will be construed as granting the End User any property rights, by license or otherwise, to the Software or any Documentation, or to any invention or any patent, copyright, trademark, or other intellectual property right that has been issued, or that may issue, based on the Software and/or Documentation. The Software and Documentation are licensed hereby, not sold.
3. RESTRICTIONS.
3.1 The End User will use the Software in compliance with any and all applicable laws, rules and regulations of the jurisdictions in which the End User uses the Software. In addition, the End User may not under any circumstances:
3.1.1 Create and/or distribute derivative works based on the Software and/or Documentation (however, the creation and/or distribution of plugins and other extensions to the Software making use of application programming interfaces published by Six Apart is permitted);
3.1.2 Reproduce the Software and/or the Documentation;
3.1.3 Reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover any source code or algorithms of the Software;
3.1.4 Sell, lease, assign, license, sublicense, disclose, distribute or otherwise transfer or make available the Software and/or the Documentation, in whole or in part or any copies thereof, in any form to any third parties;
3.1.5 Host the Software for third party use or otherwise make the Software’s functionality available to third parties as an application service provider or service bureau;
3.1.6 Remove or alter any proprietary notices on the Software;
3.1.7 Allow use of the Software by third parties not included in the definition or count of End User Seats; or
3.1.8 Download, copy, install or use the Software on any computer system other than that provided to the End User by the Service Provider for the purpose of hosting the Software.
4. TERM AND TERMINATION.
4.1 The term of this Agreement begins on the Effective Date and, unless terminated earlier in accordance with the specific terms of this Agreement, will end upon the expiration or termination of the service agreement(s) between the End User and the Service Provider through which the Service Provider hosts the Software for the End User.
4.2 Six Apart may terminate this Agreement if the End User breaches any provision of this Agreement and such breach is not cured within fifteen (15) days after written or email notice to the End User. Upon such termination by Six Apart, the License Grant to the End User included in this Agreement will terminate and the End User will immediately uninstall and cease all use of the Software.
4.3 Sections 5 – 11, inclusive, will survive any termination or expiration of this Agreement.
5. WARRANTIES AND REMEDIES; DISCLAIMERS.
5.1 Six Apart warrants that the Software does not contain any instructions intentionally designed to modify, damage, destroy, record or transmit information within a computer, computer system or computer network without the intent or permission of the owner of the information. This warranty does not apply to any “open source” code included in or incorporated into the Software. During the term of this Agreement, if any portion of the Software (other than “open source” code) is found to be in violation of this warranty, Six Apart will, at its sole expense, make reasonable commercial efforts to modify or replace the Software so that it complies with this warranty, without any material loss of the Software’s functionality. THE END USER WILL HAVE NO OTHER REMEDY FOR VIOLATION OF THIS WARRANTY EXCEPT AS SET FORTH IN THIS SECTION.
5.2 Six Apart warrants that the Software does not infringe any intellectual property rights of any third party. This warranty does not apply to any “open source” code included in or incorporated into the Software. During the term of this Agreement, if any portion of the Software (other than “open source” code) is found to be in violation of this warranty, Six Apart will, at its sole expense, make reasonable commercial efforts to modify or replace the Software so that it complies with this warranty, without any material loss of the Software’s functionality, or to obtain the right for the End User to continue to use the Software consistent with this Agreement. THE END USER WILL HAVE NO OTHER REMEDY FOR VIOLATION OF THIS WARRANTY EXCEPT AS SET FORTH IN THIS SECTION.
5.3 EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SIX APART MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SIX APART’S PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” AND SIX APART DISCLAIMS ANY REPRESENTATION THAT ITS PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES, SPECIFICALLY INCLUDING ANY PRODUCTS OR SERVICES PROVIDED BY THE SERVICE PROVIDER, WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SOFTWARE AND DOCUMENTATION INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE SOFTWARE AND ASSUMES ALL RISKS ASSOCIATED WITH ITS USE.
6. INDEMNIFICATION. The End User will indemnify, defend and otherwise hold harmless Six Apart, its officers, directors, employees, agents and subsidiaries from and against any claim or suit brought against Six Apart relating to, or resulting from the End User’s use of the Software. Six Apart will promptly notify the End User of any and all such claims and will reasonably cooperate with the End User with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Six Apart in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Six Apart's written consent (to be granted or withheld at Six Apart’s sole discretion) and Six Apart may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
7. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH the breach any of the provisions listed in Section 3, “Restrictions”, above, or THE INDEMNIFICATION OF THIRD PARTY CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THIS AGREEMENT.
8. DISPUTE RESOLUTION. All disputes between the parties arising from or concerning in any manner the subject matter of this Agreement will be resolved through binding arbitration by a single arbitrator pursuant to the American Arbitration Association’s rules applicable to commercial disputes. The arbitration will be held in San Francisco, California.
9. GENERAL.
9.1 This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If the End User is outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
9.2 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
9.3 The manufacture and sale of the Software is subject to the export control laws of the United States of America, including the U.S. Bureau of Industry and Security regulations, as amended, and hereby agree to obey any and all such laws.
9.4 Failure by a party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.
9.5 The End User may not assign this Agreement, and any assignment of this Agreement by the End User will be null and void.
9.6 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
9.7 This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
9.8 Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, failure of suppliers and governmental action, which are beyond its reasonable control.
9.9 The section titles and numbering of this Agreement are displayed for convenience and have no legal effect.
9.10 This Agreement may be executed in counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.
9.11 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.