Last Modified: April 14, 2021
This Subscription Agreement (this “Agreement“) is a binding contract between you (“Customer,” “you,” or “your“) and EDUCATIONAL CONCEPTS, L.L.C d/b/a BRIEF MEDIA (“BRIEF MEDIA,” “we,” or “us“). This Agreement governs your access to and use of the Subscription.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “PURCHASE SUBSCRIPTION” BUTTON BELOW OR BY ACCESSING OR USING THE SUBSCRIPTION (the “Effective Date“). BY CLICKING ON THE “PURCHASE SUBSCRIPTION” BUTTON BELOW OR BY ACCESSING OR USING THE SUBSCRIPTION YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT OBTAIN A SUBSCRIPTION AND MAY NOT USE PLUMBS.COM
(a) “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Subscription under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Subscription has been purchased hereunder.
(b) “BRIEF MEDIA IP” means the Subscription, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing, website content and tools, including but not limited to the Drug Interaction Checker. For the avoidance of doubt, BRIEF MEDIA IP includes Aggregated Statistics and any information, data, or other content derived from BRIEF MEDIA’s monitoring of Customer’s access to or use of the Subscription, but does not include Customer Data.
(c) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Subscription.
(d) “Documentation” means BRIEF MEDIA’s catalogue, user manuals, handbooks, and guides relating to the Subscription provided by BRIEF MEDIA to Customer either electronically or in hard copy form/end user documentation relating to the Subscription available at PLUMBS.COM.
(e) “Order Form” means the purchase order issued by BRIEF MEDIA and agreed to by the Customer for bulk orders.
(f) “Subscription” means the services provided by BRIEF MEDIA under this Agreement that are detailed on BRIEF MEDIA’s website available at PLUMBS.COM and referenced in the Customer’s Order Form.
(g) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Subscription.
2. Access and Use.
(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other/the terms and conditions of this Agreement, BRIEF MEDIA hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Subscription during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. BRIEF MEDIA will provide you the necessary access credentials to allow you to access the Subscription.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, BRIEF MEDIA hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Subscription.
(c) Downloadable Materials. Use of the Subscription may require or include use of downloadable materials. BRIEF MEDIA grants you a non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use downloadable software we provide as part of the Subscription. Downloadable materials may be printed and used for limited purposes to provide Customer’s customers with information related to the specific conditions or treatment. Under no circumstance may downloadable materials be widely disseminated or re-posted on public-facing or third-party websites. Any Third-Party Products that consist of downloadable materials are subject to the terms of Section 3(e).
(d) Use Restrictions. You will not, and will not permit any Authorized Users to, use the Subscription, any software component of the Subscription, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You will not at any time, directly or indirectly, and will not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Subscription, any software component of the Subscription, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription, in whole or in part; (iv) remove any proprietary notices from the Subscription or Documentation; or (v) use the Subscription 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, regulation, or rule.
(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, BRIEF MEDIA may monitor Customer’s use of the Subscription and collect and compile data and information related to Customer’s use of the Subscription to be used by BRIEF MEDIA in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Subscription (“Aggregated Statistics“). As between BRIEF MEDIA and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by BRIEF MEDIA. You acknowledge that BRIEF MEDIA may compile Aggregated Statistics based on Customer Data input into the Subscription. You agree that BRIEF MEDIA may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
(f) Reservation of Rights. BRIEF MEDIA 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 BRIEF MEDIA IP.
(g) Suspension. Notwithstanding anything to the contrary in this Agreement, BRIEF MEDIA may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Subscription if: (i) BRIEF MEDIA reasonably determines that (A) there is a threat or attack on any of the BRIEF MEDIA IP; (B) Customer’s or any other Authorized User’s use of the BRIEF MEDIA IP disrupts or poses a security risk to the BRIEF MEDIA IP or to any other customer or vendor of BRIEF MEDIA; (C) Customer or any other Authorized User is using the BRIEF MEDIA 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) BRIEF MEDIA’s provision of the Subscription to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of BRIEF MEDIA has suspended or terminated BRIEF MEDIA’s access to or use of any third-party services or products required to enable Customer to access the Subscription; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension“). BRIEF MEDIA will use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Subscription following any Service Suspension. BRIEF MEDIA will use commercially reasonable efforts to resume providing access to the Subscription as soon as reasonably possible after the event giving rise to the Subscription Suspension is cured. BRIEF MEDIA will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension. Upon the Suspension of services, Customer must delete and destroy any BRIEF MEDIA IP, including but not limited to printed copies of downloaded Documentation, and certify the same, in writing, upon BRIEF MEDIA’s request.
3. Customer Responsibilities.
(a) Acceptable Use Policy. The Subscription may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in BRIEF MEDIA’s acceptable use policy (“AUP“) located at WWW.PLUMBS.COM, as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on WWW.PLUMBS.COM from time to time, including the AUP.
(b) Account Use. You are responsible and liable for all uses of the Subscription and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are 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 you will be deemed a breach of this Agreement by you. You will use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Subscription and will cause Authorized Users to comply with such provisions.
(c) Customer Data. You hereby grant to BRIEF MEDIA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for BRIEF MEDIA to provide the Subscription to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. If applicable, as indicated in your Order Form, you are responsible for keeping your passwords and access credentials associated with the Subscription confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Subscription by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
4. Fees and Payment. Customers purchasing a bulk order pursuant to an Order Form, will pay BRIEF MEDIA the fees as described in BRIEF MEDIA’s pricing sheet, located at http://plumbs.com/pricing/, or on the Order Form (if applicable) (“Fees”) within thirty (30) days from the invoice date without offset or deduction. Customer will make all payments hereunder in US dollars on or before the due date. All other Subscriptions will be paid upon purchase prior to access being granted. If Customer fails to make any payment when due, without limiting BRIEF MEDIA’s other rights and remedies: (i) BRIEF MEDIA 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; (ii) Customer will reimburse BRIEF MEDIA for all reasonable costs incurred by BRIEF MEDIA in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, BRIEF MEDIA may suspend, in accordance with Section 2(g), Customer’s and all other Authorized Users’ access to any portion or all of the Subscription until such amounts are paid in full. 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 BRIEF MEDIA’s income. No refunds will be paid by BRIEF MEDIA under any circumstances and Customer will be responsible for the Fees, including future installment payment, if indicated in the Customer’s Order Form, owed for the Term of the Agreement. From time to time, BRIEF MEDIA may offer promotional pricing or free or paid trials for use of the Subscription. Any Subscription service provided pursuant to a promotion or trial will be subject to the terms of this Agreement.
5. Confidential Information. From time to time during the Term, BRIEF MEDIA and Customer 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/in written or electronic form or media, that is/and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (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; (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 will not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) 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 will 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. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Subscription and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Subscription, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and will cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
8. Limited Warranty and Warranty Disclaimer.
(a) BRIEF MEDIA warrants that it provides Subscription using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND BRIEF MEDIA STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO ANY AND ALL INFORMATION PRODUCED BY OR DERIVED FROM THE DRUG INTERACTION CHECKER.
(b) Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Subscription are in compliance with the AUP.
(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE SUBSCRIPTION ARE PROVIDED “AS IS” AND BRIEF MEDIA SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BRIEF MEDIA 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. BRIEF MEDIA MAKES NO WARRANTY OF ANY KIND THAT THE SUBSCRIPTION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
(d) ALL INFORMATION PROVIDED THROUGH THE SUBSCRIPTION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. PLUMBS.COM IS INTENDED FOR USE SOLELY BY, OR UNDER THE SUPERVISION OF, LICENSED VETERINARY PROFESSIONALS EXCERSING INDEPENDENT MEDICAL JUDGMENT.
(a) BRIEF MEDIA will indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights/US patents, copyrights, or trade secrets, provided that Customer promptly notifies BRIEF MEDIA in writing of the Third-Party Claim, cooperates with BRIEF MEDIA, and allows BRIEF MEDIA sole authority to control the defense and settlement of such Third-Party Claim. If such a Third-Party Claim is made or BRIEF MEDIA reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit BRIEF MEDIA, at BRIEF MEDIA’s sole discretion, to obtain the right for Customer to continue use. If BRIEF MEDIA determines that neither alternative is reasonably available, BRIEF MEDIA may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 9(a) will not apply to the extent that any such Third-Party Claim arises from Customer’s breach of this Agreement, Customer Data, or Third-Party Products.
(b) Customer will indemnify, hold harmless, and, at BRIEF MEDIA’s option, defend BRIEF MEDIA and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim: (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Subscription in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against BRIEF MEDIA unless BRIEF MEDIA consents to such settlement, and further provided that BRIEF MEDIA 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.
10. Limitations of Liability. IN NO EVENT WILL BRIEF MEDIA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR 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 SERVICES, IN EACH CASE REGARDLESS OF WHETHER BRIEF MEDIA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BRIEF MEDIA’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, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO BRIEF MEDIA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCE WILL BRIEF MEDIA BE LIABLE FOR ANY DAMAGES RELATING TO OR ARISING FROM USE OF THE DRUG INTERACTION CHECKER.
11. Term and Termination.
(a) Term. The term of this Agreement begins on the Effective Date and continues for a period of 12 months or until terminated (“Term”). Subscriptions will automatically renew at the end of the Term, provided, however, Student Subscriptions will not be subject to auto-renewal. At any point in time, Customer may elect to turn off the auto renewal option by changing its settings under “Subscription Details” which can be found at https://www.app.plumbs.com/subscription-details. Notice of auto renewal will be provided 14 days prior to the of the Term of this Agreement.
(b) Termination. In addition to any other express termination right set forth in this Agreement: BRIEF MEDIA may terminate this Agreement, for any reason at any time. You may terminate this Agreement (i) for any reason upon sixty (60) days’ advance notice. 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 30 days after the non-breaching party provides the breaching party with written notice of such breach; (ii) or either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue use of the BRIEF MEDIA IP and Subscription services. No expiration or termination of this Agreement 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 11, Sections 2, 4, 5, 7, 8, 9, 10, 15, and 16, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or suspension of this Agreement, will survive any such termination or suspension.
12. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Subscription after the effective date of the modifications will be deemed acceptance of the modified terms.
13. Export Regulation. The Subscription utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Subscription or the software or technology included in the Subscription to, or make the Subscription or the software or technology included in the Subscription accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Subscription or the software or technology included in the Subscription available outside the US.
14. US Government Rights. Each of the software components that constitute the Subscription and the Documentation is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Subscription and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.
15. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Oklahoma 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 Oklahoma. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Oklahoma in each case located in the city of Tulsa and County of Tulsa, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
16. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at WWW.PLUMBS.COM and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Subscription. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. In the event of a conflict between an Order Form (if any) and this Agreement, the terms of the Order Form will prevail. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.